EXHIBIT 4.13
AMENDMENT TO THE CORPORATEPLAN FOR RETIREMENT
SERVICE AGREEMENT - MUTUAL FUND WINDOWS
WHEREAS, Giant Industries, Inc. (the "Employer") and Fidelity Management
Trust Company as the trustee ("Trustee") executed the Fidelity CORPORATEplan
for Retirement(sm) Service Agreement ("CPR Service Agreement") for the Giant
Industries, Inc. and Affiliated Companies 401(k) Plan (Fidelity Plan #40292),
and
WHEREAS, Article VII, Section 12, of the CPR Service Agreement provides
that it may be amended by a written agreement signed by the Employer and the
Trustee; and
NOW THEREFORE, the Employer and Trustee hereby agree to the following:
1. Notwithstanding anything else in the CPR Service Agreement to the
contrary in the CPR Service Agreement, investments made available to the Plan
for investment of assets of the Trust (herein called "Permissible
Investments") shall be listed in the CPR Service Agreement.
2. Notwithstanding anything else in the CPR Service Agreement to the
contrary in the CPR Service Agreement, Fidelity shall also be entitled to any
fees relating to Permissible Investments stated in Article VII of the CPR
Service Agreement or any amendment thereto.
3. The following shall be added as a separate section following the
last section of Article VII:
Mutual Funds Available: The Employer has selected certain mutual funds as
Permissible Investments for investments of Participant Accounts under the
Trust. Unless specifically indicated otherwise within this Agreement or an
amendment to this Agreement, purchases, sales and exchanges of each
Permissible Investment option are controlled by that Permissible Investment's
prospectus or other governing document(s). The Employer and Fidelity have
agreed that the following constraints, limitations, fees and operating
procedures shall apply in reference to the listed Permissible Investments:
Fidelity Funds (Core)
Fund Name Fund Number
Fidelity Retirement Government Money Market Portfolio 0631
Fidelity Government Income Fund 0054
Fidelity Equity Income II Fund 0319
Spartan U.S. Equity Index Fund 0650
Fidelity Aggressive Growth Fund 0324
Fidelity Contrafund 0022
Fidelity Dividend Growth Fund 0330
Fidelity Low Priced Stock Fund 0316
Fidelity Mid-Cap Stock Fund 0337
Fidelity Diversified International 0325
Fidelity Asset Manager 0314
Fidelity Asset Manager: Growth 0321
Fidelity Freedom Income Fund 0369
Fidelity Freedom 2000 Fund 0370
Fidelity Freedom 2010 Fund 0371
Fidelity Freedom 2020 Fund 0372
Fidelity Freedom 2030 Fund 0373
Fidelity Freedom 2040 Fund 0718
Giant Stock Fund TCKZ
Annual Fee for Excess Core Permissible Investment Options
The fees stated in this Service Agreement take into consideration the
Permissible Investment options selected by the Employer in this Service
Agreement and include up to 26 Core Permissible Investment options with no
additional annual fee. The annual fee for each Core Permissible Investment
option in excess of 26 is $500 per option and such fee is in addition to any
fees specified elsewhere in this Service Agreement, including any Appendices
and amendments thereto. The annual fee for excess Core Permissible Investment
options shall be billed or charged quarterly in arrears and paid by the
Employer. The Fidelity Freedom funds collectively shall count as one Core
Permissible Investment option. Any change to the Permissible Investment
options selected by the Employer after the effective date of this Service
Agreement shall require an amendment to this Service Agreement and may result
in an amended or additional fees.
Mutual Fund Window
Participants may invest through a Mutual Fund Window arrangement under the
Plan, hereinafter referred to as "MFW". Fidelity shall provide recordkeeping
services for MFW in accordance with the terms and conditions this Section.
Additional Fees:
Set Up Fee per Plan: $0 Fee Paid By: N/A
Annual Fee per Plan: $0 Fee Paid By: N/A
Quarterly Fee per Participant: $0 Fee Paid By: N/A
Terms:
a. This MFW allows a participant to invest in any of the Fidelity Funds
listed below.
b. The quarterly per participant fee will be assessed for every participant
having a balance at the end of the billing period in any fund available
only through this MFW. Participants may invest in any of the Permissible
Investments described outside this MFW paragraph (hereinafter "Core
Funds") without being subject to these MFW fees. The annual fee for
excess permissible investment options listed in this Agreement shall only
apply to those selected Core Funds.
c. The following is a list of all the funds in which a Plan Participant may
invest through MFW (some Core Funds may appear in this list as well, but
those will not be treated as available only through this MFW):
Fidelity Funds (in alphabetical order):
Fidelity Fund Name Fund Number
Fidelity Aggressive Growth Fund 0324
Fidelity Aggressive International Fund 0335
Fidelity Asset Manager: Aggressive 0347
Fidelity Asset Manager: Growth (SM) 0321
Fidelity Asset Manager: Income (SM) 0328
Fidelity Asset Manager (R) 0314
Fidelity Balanced Fund 0304
Fidelity Blue Chip Growth Fund 0312
Fidelity Canada Fund 0309
Fidelity Capital & Income Fund 0038
Fidelity Capital Appreciation Fund 0307
Fidelity Convertible Securities Fund 0308
Fidelity Disciplined Equity Fund 0315
Fidelity Diversified International Fund 0325
Fidelity Dividend Growth Fund 0330
Fidelity Emerging Markets Fund 0322
Fidelity Equity-Income Fund 0023
Fidelity Equity-Income II Fund 0319
Fidelity Europe Capital Appreciation Fund 0341
Fidelity Europe Fund 0301
Fidelity Export and Multinational Fund 0332
Fidelity Fifty 0500
Fidelity Freedom 2000 Fund (SM) 0370
Fidelity Freedom 2010 Fund (SM) 0371
Fidelity Freedom 2020 Fund (SM) 0372
Fidelity Freedom 2030 Fund (SM) 0373
Fidelity Freedom 2040 Fund (SM) 0718
Fidelity Freedom Income Fund (SM) 0369
Fidelity Fund 0003
Fidelity Xxxxxx Xxx Fund 0015
Fidelity Global Balanced Fund 0334
Fidelity Government Income Fund 0054
Fidelity Growth Company Fund 0025
Fidelity Institutional Short-Intermediate Government Fund 0662
Fidelity Intermediate Bond Fund 0032
Fidelity International Growth & Income Fund 0305
Fidelity Investment Grade Bond Fund 0026
Fidelity Japan Fund 0350
Fidelity Large Cap Stock Fund 0338
Fidelity Latin America Fund 0349
Fidelity Low-Priced Stock Fund 0316
Fidelity Managed Income Portfolio 0632
Fidelity Mid-Cap Stock Fund 0337
Fidelity New Markets Income Fund 0331
Fidelity OTC Portfolio 0093
Fidelity Overseas Fund 0094
Fidelity Pacific Basin Fund 0302
Fidelity Puritan (R) Fund 0004
Fidelity Real Estate Investment Portfolio 0303
Fidelity Retirement Government Money Market Portfolio 0631
Fidelity Independence Fund 0073
Fidelity Retirement Money Market Portfolio 0630
Fidelity Short-Term Bond Fund 0450
Fidelity Small Cap Retirement Fund 0384
Fidelity Small Cap Independence 0336
Fidelity Southeast Asia Fund 0351
Fidelity Stock Selector 0320
Fidelity Structured Large Cap Growth Fund 0763
Fidelity Structured Large Cap Value Fund 0708
Fidelity Structured Mid Cap Growth Fund 0793
Fidelity Structured Mid Cap Value Fund 0762
Fidelity Trend Fund 0005
Fidelity U.S. Bond Index Fund 0651
Fidelity Utilities Fund 0311
Fidelity Value Fund 0039
Fidelity Worldwide Fund 0318
Spartan (R) Total Market Index Fund 0397
Spartan (R) U.S. Equity Index Fund 0650
The Employer may not add, delete, or replace any investment option identified
in this Service Agreement within 90 days of the Plan's adding the MFW.
The Employer understands that this MFW service is an investment selection of
a certain group of funds currently available for the Plan and that the funds
present in this MFW service change over time. The Employer understands that a
choice can be made at any time to change from the MFW service to another
investment platform (another window or a platform without a window
investment) offered by Fidelity and available to the Plan. The Employer will
always have the option to move to an investment platform of 15 Fidelity Funds
(not Select Funds) chosen from among those available to the Plan. The
Employer agrees that any change of investment platform will be effective as
soon as administratively feasible for Fidelity (after the Employer and
Fidelity have amended this agreement to reflect such change) and that the
Employer will communicate to participants the date and consequences of such
change.
The Employer hereby directs Fidelity to add new funds to the Permissible
Investments for the Plan as those funds are added to MFW service. Fidelity
shall always give the Employer at least 90 days notice of the date that new
fund(s) will become available through the MFW service an the Employer has
until 20 days before such date to direct Fidelity not to make any such new
fund or funds available for the Plan. The Employer understands that, since
this service is a package service and Fidelity is unable to customize this
package, the Employer's decision not to add certain fund(s) may mean that the
Plan is unable to remain on its current MFW service. If the Employer's
decisions make the Plan unable to remain on its current MFW service, the
Employer agrees to choose an entirely different investment platform (another
MFW service or a platform without a MFW service) for the Plan at least 10
business days before such new funds are to be added to the current MFW
service.
The Employer hereby directs Fidelity to remove from the Permissible
Investments for the Plan any funds being removed as a fund available under
the MFW service ("Non-MFW Funds"). Fidelity shall always give the Employer at
least 90 days notice of the date that a fund or funds will become Non-MFW
Funds. If the Employer decides to change any of the Core Permissible
Investments for the Plan, the Employer agrees that Fidelity may reassess the
Plan's fee structure and charge additional fees based upon the Core
Permissible Investments for the Plan resulting from the Employer's decision.
The Employer hereby directs Fidelity to exchange all balances present in the
any such Non-MFW funds, on the date such a Non-MFW Fund ceases to be a
Permissible Investment for the Plan, into the default investment for the
Plan.
The Employer agrees that any closure of a fund that is part of the MFW
service will be treated as a fund being removed from the MFW service pursuant
to the paragraph immediately preceding, except that Fidelity may adjust
notice timeframes as circumstances dictate. The Employer further agrees that
anytime a fund within the MFW service merges completely (thus ceasing to
exist) into a fund that is not currently a Permissible Investment under the
Plan, that such fund will be treated as if it was closing pursuant to the
previous sentence. Fidelity agrees that anytime two funds that are
Permissible Investments under the Plan merge, Fidelity will assist the
Employer with communicating in advance the consequences of the merger to its
Plan participants. The Employer agrees that when two Permissible Investments
merge Plan participants who do not act before the date of the merger will
have their account balances in each such fund combined in the resulting fund.
If a merger of two Permissible Investments will result in the Plan having one
less Core Permissible Investment, Fidelity agrees to give the Employer the
opportunity to remove the resulting fund from the MFW service and assign it
as a Core Permissible Investment. The Employer understands that the timing of
the merger of funds it outside of the control of the Trustee and that all
assistance to be provided the Employer will always be on a fest efforts
basis.
The Plan is intended to constitute a plan described in ERISA Section 404(c)
and regulations issued thereunder. The Employer shall not be relieved of
fiduciary responsibility for the selection and monitoring of all Permissible
Investments under the Plan, including any constituting part of the MFW.
AND FURTHER AGREE, that this Amendment shall be effective upon the date
indicated below and that the changes made by this Amendment are incorporated
into the Service Agreement and control over conflicting provisions of any
previously executed Service Agreement, or any amendment or addendum thereto.
This Amendment shall be effective July 10, 2002.
EMPLOYER FIDELITY MANAGEMENT
TRUST COMPANY, TRUSTEE
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ XXXX X. KINDNESS
-------------------------------- ----------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Kindness
-------------------------------- ----------------------------------
Title: V.P. Human Resources Title: Authorized Signature
-------------------------------- ----------------------------------
Date: 6/12/02 Date: June 28, 2002
-------------------------------- ----------------------------------
AMENDMENT TO THE
Giant Industries, Inc. and Affiliated Companies 401(k) Plan
WHEREAS: The Giant Industries, Inc. (the "Employer") adopted the Giant
Industries, Inc. and Affiliated Companies 401(k) Plan (the "Plan") through
adoption of the Fidelity Investments CORPORATEplan(sm) for Retirement Profit
Sharing 401(k) Basic Plan Document No. 07, effective as of July 1, 1993; and
WHEREAS: The employer desires to amend the Plan to remove the choice of
investment options from the Adoption Agreement:
NOW THEREFORE, The Employer amends the Plan as follows effective July
10, 2002.
1. Section 1.14(b) is amended to replace all language between the first
sentence and the first "Note" with the following sentence:
Participant Accounts under the Trust will be invested among the
Permissible Investments designated in the Service Agreement.
2. Section 2.01(a)(34) is added to the Basic Plan Document No. 07 as
follows:
"Permissible Investment" means the investments specified by the
Employer as available for investment of assets of the Trust and
agreed to by the Trustee.
3. Section 2.01(a)(35) is added to the Basic Plan Document No. 07 as
follows:
"Service Agreement" means the agreement between the Employer
and the Prototype Sponsor (or an agent or affiliate of the
Prototype Sponsor) relating to the provision of investment and
other services to the Plan and shall include any addendum to
the agreement and any other separate written agreement between
the Employer and the Prototype Sponsor (or an agent or
affiliate of the Prototype Sponsor) relating to the provision
of services to the Plan.
4. All occurrences of "Section 1.14(b)" in the Basic Plan Document No.
07 will be replaced with "the Service Agreement".
In witness whereof, the Employer has signed this instrument this 21, day of
June 2002.
Giant Industries, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Title: VP Human Resources
----------------------------------
