HomeMy WebLinkAboutResolution #4073 - nationwide retirement solutions deferred compensation program �r'
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NATIONWIDE RETIREMENT SOLUTIONS
DEFERRED COMPENSATION PROGRAM
�
�RESOLUTION OF THE COUNCIL OF THE CITY OF �'n i�'�J
In the Matter of: ESTABLI�ING A DEFERRED COMPENSATION PLAN
FOR�E CITY 0,�: Gn�`'� N0. L/U r7 3
I, - ''G'�'Q- a�c�I e-�_ b�� , City Clerk of the Ciry of ��n rv�� , State of
��r—�� '�v�S , do hereby certify that the followin resolution, proposed by Council member
� � �'^'''� �<<S U^` , seconde y Council member e��r
, was duly passed and
adopted b he Council of the City of rn Tv..� , at a regular meeting thereof assembled this S �
day of �,c5 r , 2p 1 y , by the following vote, to wit:
AYES: COUNCIL MEMBERS: _�I I 15� ��c�IC �,�.�-�-r� �i.��r��_PIC IC�I �,�,,.,r,, ,,.�SQ•�
NOES: pn�
ABSENT: �� c �
CLERK
CITY OF __ ,�n R;�1
WHEREAS,the City has considered the establishment of a Deferred Compensation Plan to be made available to atl eli-
gible ciry employees, elected officials, and independent contractors pursuant to Federal legislation permitting such Plans;
and
WHEREAS, certain substantial tax benefits could accrue to employees , elected officials, and independent contracto�s
participating in said Deferred Compensation Plans; and
WHEREAS, such benefits will act as incentives to City employees to voluntarily set aside and invest portions of the cur-
rent income to meet their future financial requirements and supplement their City retirement and Social Security(if appli-
cable), at no cost to the City; and
WHEREAS, Nationwide Retirement Solutions has established a master protorype deferred compensation program for
cities and political subdivisions permitting its member cities and their employees to enjoy the advantages of this pro-
gram;
WHEREAS, Nationwide Retirement Solutions, as Plan Administrator, agrees to hold harmless and indemniiy the City, its
appointed and elected officers and participating employees from any loss resulting from Nationwide Retirement Solutions
or its Agent's failure to perform its duties and seroices pursuant to th Nationwide Retirement Solutions's Program;
NOW,THEREFORE, THE CITY COUNCIL OF THE CITY OF �c�.-17Z: ^( DOES HEREBY RESOLVE
AS FOLLOWS:
The City Council hereby adopts The Nationwide Retireme olutions Deferred Compensation Program and its attendant
investment options and hereby establishes the City of�m.�. r-v'� DeFerred Compensation Plan for
the voluntary participation of all eligible city employees, eiected officials and independent contractors.
The �i� �=21� is hereby authorized to execute for the City, individual participation agreements with
each said e loyee requesting same, and to act as the "Administrator" of the Plan r
epresentmg the City, and to execute
such agreements and contracts as are necessary to implement the Program. It is implicitly understood that other than
the incidental expenses of collecting and disbursing the employee's deferrals and other minor administrative matters,
that there is to be no cost to the City for the Program.
PASSED AN OPTED THIS �DAY Off_��,c�l.[S'�' 20 �c�
� �F����
� --e C'' / _,�/
ATTEST: ITY COORDINATOR, CITY OF �('�'1["U^/
* This resolution contains the necessary technical language as to content and substance. If any change in form is nec-
essary in order to comply with applicable city requirements, please make such changes.
Nationwide Retirement Solutions•PO Box 182797•Columbus,OH 43282•1-877-677-3678•www nrsforu.com
DC-390-0114 Original—NRS•Copy 1—Entity
(NRN-0634A0.1)
Nationwide�
' Retirement Solutions Employer Data Sheet
Please Select 0 NACo Program O City Program O IAFF-FC Pro ram O Other Pro ram
g 9 (choose one)
` � 457(b) O 401�a) O 401 (k) O OBRA (choose one)
O Morningstar Investment Fiduciary Program (check if applies)
m o er ame
Employer p y mp oyel um e►(assigned by Nationwide Refirement SoluHons
Information � � � �
mp oyer res
2 �Of"� �G'4 i•�,
ai ing ress or pnon an or overmg ma�
c,-�rv�r _�, - C�I$"z C�
� ae
�p o e
��c�� �o�(� , �-�cr� � �D�- (�y7- oDzL�
,���.�p���er mp oyer on ac ame an e mp oyer on ac one um er
fdenti�#iaan
lOd
�I1�€l�Ig�{�IAI�i� um er o �g� e mp oyees mp oyer en i ica►on um er
t�l8 I2iltri�N3P t#��d
tilt�kfB#� ;
�����,��� mai ss
V��` GL�( I r � C r1 T27�1 C� G��C71"
P8yP011 C@11t@� If more than one payroll center exists and separate payroll confirmations are desired for each payroll center,
�11f0Y1118t1011 ' please photocopy this form and complete this section for each additional payroll center.
ayro en er on ac ame ayro en er on ac � e
ayro en er ress on ac one um er
�Y a e �p o e on ac ax um er
ma► ress e erra ype c ec one :
❑Percentage ❑Dollar Amount
ayro requency num er o ►mes e uc ions ma e rom pa icipan s payc ec
0 Weekly Bi-Weekly ❑Monthly ❑Semi-Monthly ❑Other
ayro en er wi urnis e a►s on: um er o ayro en ers
Web Base Application? ❑Yes ❑No
*Note: Deferrals must be remitted to Nationwide Retirement Solutions as frequently as deductions are made.
' OBRA Payroll Data must be segregated from the payroll data for your voluntary 457 deferred compensation plan.
Unforeseeable ' o Please check if Nationwide Retirement Solutions will review and make determinations for unforeseeable
Eme�genCy� emergency requests
*If the employer will make these deferminations, please indicate the names and titles of individuals authorized
Ha1'dShip to review, with respect to nforeseeable emergency and hardship requesfs.
Requests
(if permitted by �'� � ��2/c..
F
the plan) Name Title
Name Title
Authorization �certity, based on the information collected and verifled, that 1 have been able to form a reasonable belief as
to the true identify of the customer(i.e. Entity/Employer). '
Financial Service Representative (FSR) Signature and Title* Agent Number (if applicable)
Plan Admirnstration Reviewer Date
" *Some FSR examples are Program Director,Retiremenf Specialist,RVP and Plan Adminisirator
Nationwide Retirement Solutions•PO Box 182797•Columbus,Ohio 43218• 1-877-496-1630
DG2038-0313
Na#ionwide�
. Retirement Solutiorrs
Option Selection Form for New Plans
Please select one option below.
❑ Option 1
Asset Management Charge: 0.70%/0.80%
Investment Line Up: Large array of investment options. Please see the Group Flexible Purchase Payment
Deferred Variable Annuity Contract(non Morningstar version)for the list of investment options
Fixed Crediting Rate: Competitive rate, subject to change quarterly
Investment Fiduciary Services: Not available
� Option 2
Asset Mana ement Char • ° �
g ge. 0.70//0.80/
Investment Line Up: Selected by Morningstar Investment Fiduciary Services. Please see the Group
Flexible Purchase Payment Deferred Variable Annuity Contract(Morningstar version)for the list
of investment options
Fixed Crediting Rate: Competitive rate, subject to change quarterly
Investment Fiduciary Services: Built in feature, provided by Morningstar
❑ Option 3
Asset Management Charge: 0.00%
Investment Line Up: Selected by Morningstar Investment Fiduciary Services. Please see the Group
Flexible Purchase Payment Deferred Variable Annuity Contract(Morningstar version)for the list
of investment options
Fixed Crediting Rate: Slightly reduced rate compared to Option 1 and Option 2, subject to change
quarterly
Investment Fiduciary Services: Built in feature, provided by Morningstar
I understand that there are additional legal documents that I will sign in order to complete the
enrollment in the Investment Fiduciary Service (Option 2 or Option 3). When Nationwide processes
participant contributions, in situations where the investment direction received is unclear, or if a new
allocation is made to a closed or unavailable investment option, or the total investment option
allocation percentages total less than 100%,the allocation will be made to the not in good order option.
The ionwide Money Market fund is the not in good order option for Option 1. The Nationwide
In esto De na ion ser tive fund is the not in good order option for Option 2 and Option 3.
1� _
P an Sponsor ' na Date
NRI-0516A0.1-0513 NRS CITY,NACo,IAFFl
STATE INSURANCE FRAUD WARNINGS
FOR DC RESIDENTS ONLY: WARNING: it is a crime to NOTICE TO MN RESIDENTS ONLY: This Contract is not
provide false or misleading information to an insurer for the protected by the Minnesota Life and Health Insurance
purpose of defrauding the insurer or any other person. Guaranty Association or the Minnesota Insurance Guaranty
Penalties include imprisonment and/or fines. In addition, an Association. In the case of insolvency, payment of claims
insurer may deny insurance benefits if false information (except for the Fixed Account, if elected) is not guaranteed.
materially related to a claim was provided by the applicant. Only the assets of the Insurer will be available to pay your
NOTICE TO OK AND PA RESIDENTS ONLY: Any claim.
person who knowingly and with intent to defraud any NOTICE TO FL MN ND, SC, SD TX AND VT
insurance company or other person files an application for RESIDENTS ONLY: Annuity payments, death benefits,
insurance or statement of claim containing any materially false surrender values, and other Contract Values are variable when
information or conceals for the purpose of misleading, based on the investment experience of a separate account, or
information concerning any fact material thereto commits a in the case of the Fixed Account, if elected, subject to a
fraudulent insurance act, which is a crime and subjects such market value adjustment, and are not guaranteed as to fixed
person to criminal and civil penalties. dollar amount,unless otherwise specified.
NOTICE TO AR CO KY LA ME, NM, OH, AND TN FOR NJ RESIDENTS ONLY:Any person who includes any
RESIDENTS ONLY: Any person who, knowingly and wrth false or misleading information on an application for an
intent to injure, defraud or deceive any insurance company or insurance policy is subject to criminal and civil penalties.
other person, files an application for insurance or statement of NOTICE TO FL RESIDENTS ONLY: Additionally, any
claim containing any materially false information or conceals benefits, values or payments based on the performance of the
for the purpose of misleading, information concerning any underlying investment options may vary and are NOT
fact material thereto commits a fraudulent insurance act, guaranteed by Nationwide Life Insurance Company, or any
which may be a crime and may subject such person to other insurance company, by the U.S. Government, or any
criminal and civil penalties, fines, imprisonment, or a denial State government. They are NOT federally insured by the
of insurance benefits. FDIC, the Federal Reserve Board or any agency Federal or
State.
ADDITIONAL STATE NOTICES
FOR FL RESIDENTS ONLY: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a
statement of claim or an application containing any false, incomplete, or misleading information is guilry of a felony of the third
degree.
SIGNATURES
Signed on behalf of ,this day
of
❑Yes ❑No Do you have existing life insurance or annuity contracts'?
❑Y No W' t app ' r Contract replace any existing life insurance or annuity contracts?
_ �7- �y - /� _
� [(A orized Sign ture Applicant)] Date
� I ,�,r 1 c.._
� [(Tit1e)] `_
[(Authorized Nationwide Agent/Representative Signature)] Date
❑ Yes ❑No Do you have any reason to believe the Contract applied for is to replace existing annuities or insurance?
Page 1 of 8
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Nationwide Investment Advisors, LLC
ProAccount- Plan Sponsor A reement
Plan: � � Z.'�+ _��,,�„�
(the "Plan")
Plan Sponsor: ,_ i��, 1'�,y . �,
' "�-r � (the "Plan Sponsor")
The foregoing Plan currently utilizes services and products offered by Nationwide Retirement
Solutions, Inc. ("NRS") and its affiliated companies (the "Nationwide Retirement Program").
On behalf of the Plan, the Plan Sponsor desires to appoint Nationwide Investment Advisors, LLC
("NIA"), an Ohio limited liability company, registered as an investment adviser with the
Securities and Exchange Commission under the Investment Adviser's Act of 1940 ("Advisers
Act") and an affiliate of NRS, as an authorized provider of investment advisory services to
participants in the Plan ("Plan Participants") who desire professional guidance in managing their
self-directed accounts within the Plan ("Accounts"). NIA's ProAccount program (the "Advice
Program") offers individualized investment advice using an investment process developed and
maintained by an independent financial expert ("IFE") selected and retained by NIA.
WHEREAS, on behalf of the Plan, the Plan Sponsor hereby approves NIA as an authorized
provider of investment advisory services through the Advice Program to those Plan Participants
who choose to have their Accounts managed by NIA (collectively, the "Plan's Account");
WHEREAS, the Plan Sponsor hereby authorizes each such Plan Participant's self-direction of
their own Account, subject to guidelines imposed by the Plan, and authorizes each Plan
Participant to enter into an investment advisory agreement directly with NIA for the management
of their account;
WHEREAS, the Plan Sponsor acknowledges that such advisory services are permitted under the
documents establishing the Plan ("Plan Documents") and that the investments and investment
strategies proposed by NIA through the Advice Program are consistent with the Investment
Policy of the Plan; and
WHEREAS, Plan Sponsor acknowledges that NIA and NRS are affiliates and that NRS will
provide to NIA certain administrative services in support of the Advice Program;
NOW, THEREFORE, in consideration of the foregoing and the promises, covenants and mutual
agreements set forth herein, the adequacy of which is hereby mutually acknowledged, NIA and
the Plan Sponsor, each intending to be legally bound, hereby do agree as follows:
I. APPOINTMENT OF INVESTMENT ADVISOR
The Plan Sponsor hereby appoints NIA to exercise discretionary authority to allocate and
reallocate Plan Participant Accounts in the manner described in Section II below and NIA hereby
accepts this appointment, subject to the terms and conditions of this Agreement. NIA's authority
under this Agreement will remain in effect until changed or terminated pursuant to the
termination provisions described in this Agreement. NIA's authority under this Agreement shall
apply to all defined contribution plans sponsored by the Plan Sponsor that are record kept at
NRS Plan Sponsor I.x Agreement
NRM-7982A0.5-0414
Page 2 of 8
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Nationwide or any of it's affiliates on a single Nationwide record keeping system. To the extent
that the Plan Sponsor desires to exclude a defined contribution plan from coverage under this
Agreement subsequent to coverage of such plan,the Plan Sponsor must notify NIA of such
individual plan's termination of services under this Agreement in accordance with Section IX of
this Agreement.
IL ADVICE PROGRAM DESCRIPTION
The Advice Program is a discretionary managed account service offered by NIA for retirement
plan participants who desire professional guidance in managing their self-directed retirement
plan account. The Advice Program offers individualized investment advice using an investment
process developed and maintained by an IFE.
Under the Advice Program,the IFE develops and maintains managed account portfolios
("Portfolios") based on all eligible investment options available under the Plan's menu of
investments ("Advice Program Investments"). In addition, the Plan may offer investment options
other than Advice Program Investments, including,but not limited to, individual stocks,
employer stock, guaranteed certificate funds, and collective investment funds (collectively,
� "Non-Advice Program Investments"), which will not be considered by the IFE in the
development of Portfolios.
In order for Plan Accounts to be eligible for management under the Advice Program, they must
be invested in mutual funds or variable insurance sub-accounts at the time the Plan Participant
enrolls in the Advice Program. Plan Sponsor hereby acknowledges that any employer-directed
assets, restricted assets (including assets invested in the Nationwide Fixed Contract), or assets
held in self-directed brokerage accounts are not eligible for the Advice Program and will remain
invested in their current manner until further action is taken by the Plan Participant or the Plan.
The IFE is not a party to this Agreement, and there is no contractual relationship between the
Plan and the IFE. All fees and expenses charged by the IFE for its services will be paid by NIA.
The advice provided to Plan Participants under the Advice Program is limited to the independent
advice provided based on the Portfolios created by the IFE, which NIA cannot modify. By
signing this Agreement, you agree that NIA has discretion to terminate its relationship with the
IFE at any time, without notice to you, and engage the services of a suitable replacement.
By allowing the Advice Program to be offered to the Plan,you are naming NIA as an authorized
provider of investment advisory services to those Plan Participants who choose to have their
accounts managed by NIA.
III. OBLIGATIONS AND REPRESENTATIONS OF THE PLAN SPONSOR
The Plan Sponsor agrees to notify NIA of any change to the Plan Documents that affects NIA's
rights or duties to the Plan or Plan Participants, and acknowledges that such change will bind
NIA, as the case may be, only when NIA agrees to it in writing.
The Plan Sponsor represents that(1)NIA's investment advisory services are permitted under the
Plan Documents; (2) the Plan Sponsor has the authority to enter into this Agreement on behalf of
NRS Plan Sponsor l.x Agreement
NRM-7982A0.5-0414
Page 3 of 8
�
the Plan; and(3) the Plan is operated, and NIA's appointment is, in compliance with all
applicable federal and state laws,rules and regulations.
IV. OBLIGATIONS AND REPRESENTATIONS OF NIA
NIA agrees that in performing any of its duties and obligations hereunder, NIA will act in
conformity with all terms and provisions of the agreements entered into between NIA and the
Plan Participants and any instructions given pursuant thereto or otherwise, and will conform to
and comply with the requirements of the Advisers Act and all other applicable federal and state
laws, rules and regulations, as each may be amended from time to time.
NIA represents that it is registered as an investment adviser under the Advisers Act or under
applicable state law in each state in which it is providing investment advisory services or is
otherwise required to be registered and/or notice filed, and each of its representatives are
properly registered, licensed and/or qualified to act as such under all applicable federal and state
securities statutes and regulations.
NIA does not have any duty, responsibility or liability for Plan assets that are not part of the
Plan's Account that NIA manages through the Advice Program. NIA will not be providin�
investment advice regarding, or have fiduciary responsibility for, the selection and monitoring of
investment options available in the Plan.
NIA shall have no obligation or authority to take any action or render any advice with respect to
the voting of proxies solicited by or with respect to issuers of securities held in the Advice
Program.
V. ADVICE PROGRAM FEES
In consideration of services rendered to Plan Participants, the Plan Sponsor hereby approves,
subject to specific approval by each Plan Participant electing to have their Accounts managed by
NIA, a participant level Advice Progam fee ("Advice Program Fee") as outlined in the following
schedule:
Account Balance Annual Pro ram Fee
The first $99,999.99 1.00%
The next $150,000 0.90%
The next $150,000 0.75%
The next $l 00,000 0.60%
Assets of$500,000 and above 0.50%
To the extent the ProAccount Fee applies to multiple plans of the Plan Sponsor, the ProAccount
Fee shall be based on the combined balances within the ProAccount but will be withdrawn on a
pro rata basis among the Participant's accounts in the separate plans.
NRS Plan Sponsor I.x Agreement
NRM-7982A0.5-04 I 4
�dge a�r x
,
The Advice Program Fee is separate from the fees and expenses charged by investment options
offered through the Plan and in addition to any trustee, custodial, asset, service, administrative or
transactional fees that the Plan Participants or the Plan may incur through the Nationwide
Retirement Program. The Advice Program Fee shall be calculated daily based on the
Participant's daily balance and the calculated Advice Program Fee withdrawn quarterly in
accordance with each Plan Participant's investment advisory agreement with NIA. The P1an
Sponsor hereby consents to the withdrawal of the Advice Program Fee from the applicable Plan
Participant Accounts and agrees that it will use its best efforts to facilitate payment of such
Advice Program Fee. If this Agreement ends before the end of the applicable calendar quarter,
then a pro-rata share of the Advice Program Fee will be withdrawn from the Plan's Account.
To the extent permitted by applicable law or regulation, affiliates of NIA may receive payments
from, or in connection with, investment options selected by the IFE which are included in the
Portfolios. In addition, the IFE may select certain investment options for which NIA or an
investment advisory affiliate acts as investment adviser. The IFE's fees for services provided
under the Advice Program are not related to the investment options the IFE selects for the
Portfolios or otherwise influenced by the payments NIA or its affiliates may receive from such
investment options.
Certain Advice Program Investments may charge a redemption fee or impose a trade restriction
on certain transactions. Redemption fees vary in amount and application from investment option
to investment option. It is possible that transactions initiated by NIA under the Advice Program
may result in the imposition of redemption fees or trade restrictions on one or more investment
options held in Plan Participant Accounts. Any redemption fees will be deducted from the Plan
Participant's Advice Program Account balance. For further information on redemption fees or
trade restrictions, including whether they will be applicable to any of the investment options
within your Plan,please consult the individual fund prospectus or other investment option
disclosure material.
VL INDEMNIFICATION, LIMITATION OF LIABILITY,AND RISK
ACKNOWLEDGMENT
Each party agrees to hold harmless, defend and indemnify the other party (including its directors,
officers, employees, affiliates and agents) from and against any and all claims, liabilities, losses,
costs, damages or expenses (including, without limitation, cost of litigation and reasonable
attorneys' fees) (collectively, "Losses") arising out of ar attributable to the indemnifying party's
(i) willful misconduct,bad faith, criminal activity, or gross negligence, (ii) material breach of
this Agreement or the material inaccuracy of any representation or warranty provided hereunder,
or(iii)violation of any law to which such party is subject.
Plan Sponsor, on behalf of the Plan, agrees to hold harmless, defend and indemnify NIA
(including its directors, officers, employees, affiliates and agents) from and against any and all
Losses arising out of or attributable to NIA's following directions or carrying out instructions, or
using obsolete, inaccurate or incomplete information, given or furnished by the Plan or its
agents.
NRS Plan Sponsor l.x Agreement
NRM-7982A0.5-0414
Page 5 of 8
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A party that seeks indemnification under this Section VI must promptly give the indemnifying
party written notice of any legal action. But a delay in notice does not relieve an indemnifying
party of any liability to an indemnified party, except to the extent the indemnifying party shows
that the delay prejudiced the defense of the action. The indemnifying party may participate in
the defense at any time or it may assume the defense by giving notice to the other party. After
assuming the defense, the indemnifying party: must select an attorney that is satisfactory to the
other party; is not liable to the other party for any later attorney's fees or for any other later
expenses that the other party incurs, except for reasonable investigation costs; must not
compromise or settle the action without the other party's consent (but the other party must not
unreasonably withhold its consent); and is not liable for any compromise or settlement made
without its consent. If the indemnifying party fails to participate in or assume the defense within
15 days after receiving notice of the action, the indemnifying party is bound by any
determination made in the action or by any compromise or settlement made by the other party
Federal and state securities laws impose liabilities in certain circumstances on persons who act in
good faith, and nothing in this Agreement waives or limits any rights either party has under those
laws.
Risk Acknowledgment
NIA uses reasonable care, consistent with industry practice, in providing advisory services
through the Advice Program. Investments within the Plan, as all investments in securities,
involve risk and will not always be profitable. Investment return and principal will fluctuate
with market conditions, and Plan Participant Accounts may lose money. Past performance of
investments is no guarantee of future results. The analysis and advice provided by the IFE and
delivered by NIA depends upon a number of factors, including the information you or the Plan
Participants may provide, various assumptions and estimates, and other considerations. As a
result, the advice developed and the recommendations provided are not guarantees that Plan
Participants will achieve their retirement goals or anticipated performance. The investment
advice provided under this Agreement relates only to the Plan Participant Accounts and will not
apply to any other assets a Plan Participant may own.
VII. CONFIDENTIALITY
Each party agrees that it will not, without the prior written consent of the other party, at any time
during the term of this Agreement or any time thereafter, except as may be required by
competent legal authority ar as necessary to facilitate the implementation of services hereunder,
use or disclose to any person, firm or other legal entity, including any affiliate or other
representative of the party, any confidential records, secrets or information related to the other
parry (collectively, "Confidential Information"). Confidential Information shall include, without
limitation, information about the other party's products and services, customer lists, customer or
client information, Plan and Plan Participant information, and all other proprietary information
used by the party in its business. The parties acknowledge and agree that all Confidential
Information that it has acquired, or may acguire, was received, or will be received in confidence.
Each party will exercise utmost diligence to protect and guard such Confidentia] Information.
NRS Plan Sponsor l.x Agreement
NRM-7982A0.5-0414
Page 6 of 8
.
The Plan Sponsor(1) acknowledges that it is authorized to provide Confidential Information,
including but not limited to Plan Participant information, to NIA for the operation of the Advice
Program, and the provision of such information does not violate any Plan or company provisions
or policies; and (2) authorizes the sharing of Plan Participant information among NIA and its
affiliates as necessary for the operation of the Advice Program.
VIlI. TERM OF AGREEMENT
This Agreement shall become effective upon acceptance by NIA, or its designated agent, upon
review and receipt in its principal place of business, and such acceptance may be evidenced by
internal records maintained by NIA or its designated agent. This Agreement shall continue until
terminated by either party upon at least 30 days' advance written notice to the other. This
Agreement will terminate immediately if the Plan terminates its participation in the Nationwide
Retirement Program. In the event NIA terminates its relationship with the current IFE and has
not designated a successor IFE, this Agreement shall automatically terminate upon written notice
from NIA. The Plan Sponsor understands that upon termination of this Agreement,the Plan's
Account will remain invested in the Advice Program Investments last allocated by NIA until
such time as Plan Participants make changes to their individual Accounts.
IX. MISCELLANEOUS
Notices
All notices required to be delivered under this Agreement will be delivered in person or by U.S.
� first class mail, overnight courier, or facsimile (with a paper copy provided via the U.S. mail), in
each case prepaid, to NIA at the address provided below and to the Plan Sponsor at the address
provided on the signature page of this Agreement (or to such other addresses as the parties may
specify to one another in writing):
Nationwide Investment Advisors, LLC
Attention: Nationwide ProAccount
P.O. Box 183192, Mail Stop: 5-02-201
Columbus, Ohio 43218-3192
Phone: 888/540-2896
Fax: 855/435-1863
Notices will be deemed given upon dispatch.
Form ADV
The Plan Sponsor acknowledges having received and read NIA's Form ADV, Part 2 ("Form
ADV") and Privacy Policy upon entering into this Agreement. The Form ADV is a disclosure
document that summarizes the investment advisory services provided by an investment adviser
registered with the SEC and/or the states. The Form ADV contains additional information about
the Advice Program.
Entire Agreement; Amendment
This Agreement constitutes the entire agreement between the parties hereto with respect to the
obligations arising hereunder and supersedes and cancels any prior agreements, representations,
NRS Plan Sponsor l.x Agreement
NRM-7982A0.5-0414
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warranties or communications, whether oral or written, among the parties hereto relating to the
subject matter hereof. This Agreement may be amended by NIA upon 30 days' prior written
notice to the Plan Sponsor and may be amended immediately upon notice to the extent required
to satisfy federal or state regulatory requirements.
Headings
All Section headings in this Agreement are for convenience of reference only and do not form
part of this Agreement. Section headings will not, in any way, affect the meaning or
interpretation of this Agreement.
Waiver
No delay by either party in requiring performance by the other shall affect the right of such party
to require performance; no waiver by either party of any breach shall be construed as a waiver of
any subsequent breach or as a waiver of the provision itself or any other provision.
Survival
All terms and provisions of this Agreement, including without limitation: "Indemnification,
Limitation of Liability, and Risk Acknowledgment," "Confidentiality,"and Miscellaneous"
which should by their nature survive the termination of this Agreement, shall so survive the
termination of this Agreement.
Assignment
Neither party may assign this Agreement(within the meaning of the Advisers Act) or assign any
of the rights or delegate any of the duties or obligations of this Agreement without the other
party's prior consent. Any assignment in violation of this provision shall be void and of no force
or effect.
Force Majeure
Neither party shall be liable for failure to perform if the failure results from a cause beyond its
control, including, without limitation, fire, electrical, mechanical, or equipment breakdowns,
delays by third party providers and/or communications carriers, civil disturbances or disorders,
terrorist acts, strikes, acts of government authority or new governmental restrictions, or acts of
God.
Severability
Should any provision of this Agreement be held invalid or unenforceable by any court, arbitrator,
statute, rule or otherwise, the remaining provisions of this Agreement will not be affected
thereby and will continue in full force and effect to the fullest extent practicable.
Governing Law
This Agreement and its enforcement will be governed by and construed in accordance with the
laws of the State of Ohio, without regard to the conflicts of law provisions or principles.
Nothing herein will be construed in any manner inconsistent with the Advisers Act or any rule or
order of the Securities and Exchange Commission, as applicable.
NRS Plan Sponsor Lx Agrecment
NRM-7982A0.5-0414
Page 8 of 8 � �
�
IN WITNESS WHEREOF,the Plan Sponsor, on behalf of the Plan,has executed this
Agreement as of the date set fo below.
Plan: �� �'`� �
By: (signature) o � Title: ��� � ��� ►c
Print Name: c�^� �-+ �� - � �-
Plan Address: I�I O r m V�/Ic��^/ CnT�'� ��-- ��5 z �
Plan Contact/Telephone: �j(� � � � �" ���'O
Date: � 2t-1��7�
ACCEPTED BY NIA:
Nationwide Investment Advisors, LLC
By; Title:
Print Name: Date:
NRS Plan Sponsor lx Agreement
NRM-7982A0.5-0414
r
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is effective on the date written below by
and betw�� Nationwide tirement Solutions, Inc., a Delaware corporation (hereinafter "Nationwide"),
and i �, ��,.(' �,�n�,.y , the Plan Sponsor("Plan Sponsor").
WHEREAS, Plan Sponsor, pursuant to and in compliance with the Internal Revenue Code of
1986, as amended (hereinafter referred to as the "Code"), established and sponsors a Section 457 Plan
(hereinafter the "Plan");
WHEREAS, the Plan Sponsor desires to have Nationwide perform the non-discretionary
recordkeeping and administrative services described in this Agreement (hereinafter referred to as
"Administrative Services"); and
WHEREAS, Nationwide desires to provide such Administrative Services subject to the terms
and conditions set forth in this Agreement.
NOW THEREFORE,Nationwide and Plan Sponsor desire to enter into this Agreement.
1. DESIGNATION
Plan Sponsor designates Nationwide as Plan Sponsor's nondiscretionary provider of
Administrative Services for the Plan in accordance with the terms of this Agreement.
2. APPOINTMENTS AND RESPONSIBILITIES
Plan Sponsor:
Plan Sponsor is responsible for maintaining the Plan and for maintaining the tax-qualified status
of the Plan. Plan Sponsor represents and warrants that the Plan has been properly adopted and
established in accordance with any applicable state or local laws or regulations governing the
Plan Sponsor's ability to sponsor the Plan. Plan Sponsor warrants that the 457 Plan was
established, and will be maintained by Sponsor, in accordance with the provisions of Section 457
of the Code. Plan Sponsor further acknowledges and agrees the Plan Sponsor is an eligible
employer as defined by Section 457 of the Code.
Plan Sponsor hereby appoints Nationwide to act as the Plan Sponsor's provider of Administrative
Services for the Plan. Any duties or services not specifically described herein as being provided
by Nationwide are the responsibility of the Plan Sponsor.
Nationwide:
Nationwide will serve Plan Sponsor, in a non-fiduciary capacity, as the provider of
Administrative Services for the Plan Sponsor with respect to the Plan. Nationwide will not
exercise any discretionary control or authority over the Plan or the assets of the Plan, and this
Agreement does not require Nationwide to do so. Nationwide agrees to perform all
Administrative Services for the Plan Sponsor with respect to the Plan as described in this
Agreement. This Agreement does not require, nor shall this Agreement be construed as
requiring, Nationwide to provide investment, legal, or tax advice to the Plan Sponsor ar to the
participants of the Plan.
DC-639-0514 (NRN-0474A0-US.S)
�
3. TERM
This Agreement shall remain in effect until terminated by one or both of the parties pursuant to
Section 6 of this Agreement.
4. COMPENSATION
Nationwide shall be entitled to compensation for performance of the Administrative Services for
the Plan under this Agreement. Unless otherwise permitted under this Agreement, such
compensation shall be in the form of payments made by Nationwide's affiliates including
Nationwide Life Insurance Company(NLIC)under their separate arrangements.
Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in connection
with the sale and servicing of investments allocated to participant Plan accounts ("Investment
Option Payments"). As compensation for the services provided in this Agreement, the parties
� agree that Nationwide and its affiliates are entitled to receive the Investment Option Payments. In
addition to the foregoing, the parties acknowledge and agree that Nationwide or its affiliates may
receive revenue associated with annuity contracts offered by NLIC, as well as fees associated
with specific services or products.
Employer may request Nationwide and/or its affiliates to provide additional services not
described in this Agreement by making such a request in writing, which Nationwide may decide
to perform for compensation to be negotiated by the parties prior to the commencement of the
additional services.
5. ADMINISTRATION SERVICES
A. ENROLLMENT AND COMMUNICATION/EDUCATION SERVICES
Nationwide agrees to establish an account for each Plan participant, beneficiary and alternate
payee (for purposes of this Agreement only, hereinafter referred to as "participants"). For each
such account,Nationwide will record and maintain the following information:
� (a) name;
(b) Social Securiry number and/or identifying account number;
(c) mailing address;
(d) date of birth;
(e) current investment allocation direction;
(� contributions allocated and invested;
(g) investment transfers;
� (h) benefit payments;
(i) current account balance;
(j) transaction history since funding under the Agreement;
(k) contributions since funding under the Agreement;
� (1) e-mail address (optional);
(m) benefit tax withholding information; and
� (n) such other information as agreed upon by the Plan Sponsor and
Nationwide.
Nationwide will post and credit the amounts transmitted by the Plan Sponsor to the accounts of
Plan participants in accordance with the latest written instructions from participants or the Plan
Sponsor(as applicable) on file with Nationwide.
DC-639-0514 (NRN-0474A0-US.S) -2 -
'
Nationwide agrees to process the enrollment of employees eligible to participate in the Plan as
determined by the Plan Sponsor. The Plan Sponsar agrees to allow and facilitate the periodic
distribution of materials to Plan participants at the time and in the manner determined by the Plan
Sponsor; provided however, that all reasonable expenses associated with such distribution shall
be paid by Nationwide. The Plan Sponsor further agrees to allow and facilitate the periodic
distribution to its employees of materials prepared by Nationwide regarding products and services
offered by Nationwide, or its affiliates, which Nationwide reasonably believes would be
beneficial to such Plan participants.
B. PLAN CONTRIBUTIONS
Nationwide agrees to post funds received as contributions in accordance with that separate
agreement between Plan Sponsor and NL1C when received in good order by Nationwide. The
term "in good order", as used in this Agreement, means the receipt of required information by
Nationwide, in a form deemed reasonably acceptable to Nationwide (in Nationwide's sole
discretion), with respect to the processing of a request or the completion of a task by Nationwide
that reasonably requires information from a third-party. For transactions that are not in good
order, Nationwide shall return the funds to the Plan Sponsor within five (5) `Business Days". �
Nationwide will not be liable for any delay in posting if the Plan Sponsar fails to send the funds
representing contribution amounts or contribution allocation information in accordance with
Nationwide's instructions to the central processing site designated by Nationwide, or for any
delay in posting that results from the receipt of funds and/or contribution allocation that
Nationwide determines to be not in good order.
As used in this Agreement, the term "Business Day" means each Monday through Friday that the
New York Stock Exchange is open for business.
The Plan Sponsor agrees to:
L Transmit Plan contributions to Nationwide.
2. Provide to Nationwide, in a mutually agreed upon electronic, paper, or magnetic media,
contribution allocation information with respect to participant accounts to include not less
than the following:
• Name of participant
■ Social security number ofparticipant andlor identifying account number
■ Amount to be credited to participant's account(s)
Funds may be sent by wire transfer, through an automated clearinghouse or by check in
accordance with written instructions provided by Nationwide. Failure to follow the
written instructions provided by Nationwide may result in delay of posting to participant
accounts.
The Plan Sponsor is responsible for providing updated information regarding Plan
participants requested by Nationwide that the Plan Sponsor and Nationwide mutually
agree is necessary for Nationwide to perform the Administrative Services to the Plan
Sponsor under this Agreement.
C. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS
1. Nationwide will provide a secure Internet site. Using this site, participants may: (i)
obtain such information regarding their accounts and (ii) conduct transactions with
respect to their accounts. The Plan Sponsor authorizes Nationwide to honor instructions
DC-639-0514 (NRN-0474A0-US.S) -=� -
�
regarding such transactions that may be submitted by a participant using the secure
Internet site. Nationwide will operate its Internet site in accordance with reasonable
provisions to ensure the security of such service.
� 2, Participants will have the ability to exchange existing account balances, in full or in part,
and to redirect future contributions from one Investment Option offered by the Plan to
another on any Business Day, subject to Nationwide policies and any restrictions required
by the investment options.
3. Participants will receive quarterly statements detailing their account activity for the Plan.
�� 4. Nationwide agrees to deliver account statements (by U.S. mail or electronically) to
participants within thirty (30) calendar days after the end of each calendar quarter. This
timeframe is contingent upon Nationwide receiving index fund returns from the mutual
fund providers within four(4)Business Days after the end of each quarter.
D. DISTRIBUTIONS
1. Nationwide shall make all distributions as permitted by the Plan. Participants are
responsible for selecting a form of payment from those available under the terms of the
Plan and making all other determinations regarding available distributions options, e.g.,
rollover to an individual retirement annuity or another eligible retirement plan, etc.
2. Nationwide shall furnish each participant who has received a benefit payment tax
reporting forms in the manner and time prescribed by federal and state law.
3. To the extent required by federal and state law, Nationwide will calculate and withhold
from each benefit payment federal and state income taxes. Nationwide will report such
withholding to the federal and state governments as required by applicable law.
6. TERMINATION
Either the Plan Sponsor or Nationwide may terminate this Agreement for any reason upon
providing one-hundred and twenty (120) days written notice to the other party. Provision of such
written notice of termination by Sponsor to Nationwide does not relieve the Plan Sponsor of any
termination requirements that may be associated with specific investment options, nor does it
relieve Plan Sponsor of any termination requirements associated with those investment options.
7. ASSIGNABILITY
No party to this Agreement shall assign the same without the express written consent of the other
party, which consent shall not be unreasonably withheld. This provision shall not restrict
Nationwide's right to delegate certain services to an agent, including any affiliate. Unless agreed
to by the parties, no such assignment shall relieve any party to this Agreement of any duties or
responsibilities herein.
8. CONFIDENTIALITY
Nationwide agrees to maintain all information obtained from or related to all Plan participants as
confidential. The Plan Sponsor and Nationwide agree that Nationwide, its officers, employees,
brokers, registered representatives, affiliates, vendors and professional advisors (such as
attorneys, accountants and actuaries) may use and disclose Plan and participant information only
to enable or assist it in the performance of its duties hereunder and with other Plan-related
activities, and the Plan Sponsor expressly authorizes Nationwide to disclose Plan and participant
DG639-0514 (NRN-0474A0-US.S) -4-
r
information to its agents and/or broker of record on file with Nationwide. Plan and participant
information may also be used or disclosed by Nationwide to other third parties pursuant to a
written authorization signed by the Plan Sponsor. Notwithstanding anything to the contrary
contained herein, it is expressly understood that Nationwide retains the right to use any and all
infarmation in its possession in connection with its defense and/or prosecution of any litigation
which may arise in connection with this Agreement, the investment arrangement funding the
Plan, or the Plan; provided, however, in no event will Nationwide release any information to any
person or entity except as permitted by applicable law.
This Section 8 will survive the termination for any reason of this Agreement.
9. CIRCUMSTANCES EXCUSING PERFORMANCE
Neither party to this Agreement shall be in default by reason of failure to perform in accardance
with its terms if such failure arises out of causes beyond their reasonable control and without fault
or negligence on their part. Such causes may include, but are not limited to, Acts of God or
public enemy, acts of the government in its sovereign or contractual capacity, fires, floods,
epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather.
Neither party shall be responsible for performing all of that portion of services precluded by the
foregoing events for such period of time as the Plan Sponsor or Nationwide are precluded from
performing such services in the normal course of business. Neither Nationwide nor the Plan
Sponsor shall be liable for lost profits, losses, damage or injury, including without limitation,
special or consequential damages, resulting in whole or in part from the foregoing events.
"Acts of God" are defined as acts, events, happenings or occurrences due exclusively to natural
causes and inevitable accident or disaster, exclusive from all human intervention.
10. INDEMNIFICATION
Nationwide agrees to indemnify, defend and hold harmless the Plan Sponsor, its officers,
directars, agents, and employees from and against any loss, damage or liability assessed against
the Plan Sponsor or incurred by the Plan Sponsor arising out of or in connection with any claim,
action, or suit brought or asserted against the Plan Sponsor alleging or involving Nationwide's
non-performance of the provisions of this Agreement under Nationwide's exclusive control, or
negligence or willful misconduct in the performance of its services, duties and obligations under
this Agreement.
11. PARTIES BOUND
This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of
the successors and assigns of Nationwide and the Plan Sponsor. The Plan and Plan participants
are not parties to this Agreement, and Nationwide has no contractual obligations to the Plan or
Plan participants. This Agreement shall be enforceable only by the parties, not by Plan
participants or other third-parties, and is intended to create no third party beneficiaries.
12. APPLICABLE LAW AND VENUE
The laws of the state in which the Plan Sponsor is located shall govern the rights and obligations
of the parties under this Agreement without regard to choice of law principles.
DC-639-0514 (NRN-0474A0-US.S) -5 -
,
13. MODIFICATION
This writing is intended both as the final expression of the Agreement between the parties and as
a complete statement of the terms of the Agreement. Notwithstanding anything contained herein
to the contrary, this Agreement may be amended from time to time and as mutually agreed upon
by the parties. Except as otherwise provided herein, no modification of this Agreement shall be
effective unless and until such modification is evidenced by a writing signed by both parties.
14. NO WAIVER
The failure of either party to enforce any provision of this Agreement shall not be construed as a
waiver of that provision or of any other provision in this Agreement and either party may, at any
time, enforce the provision previously unenforced, unless a modification to this Agreement has
been executed that affects the provision previously unenforced.
15. SEVERABILITY
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction where
performance is required shall be ineffective to the extent such provision is prohibited or
unenforceable without invalidating the remaining provisions, and any such prohibition or
unenforceable provision in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
16. COMPLIANCE WITH LAWS
Both the Plan Sponsor and Nationwide agree to comply, in their respective roles under this
Agreement, in all material respects with all applicable federal laws and regulations as they affect
the Plan and the administration thereo£ Nothing contained herein shall be construed to prohibit
either party from performing any act or not performing any act as either may be required by
statute, court decision, or other authority having jurisdiction thereof.
17. PRIVITY OF CONTRACT
Plan Sponsor acknowledges and agrees that Nationwide and Plan participants shall have no
privity of contract with each other.
18. HEADINGS
The headings of articles, paragraphs, and sections in this Agreement are included far convenience
only and shall not be considered by either party in construing the meaning of this Agreement.
DG639-0514 (NRN-0474A0-US.S) -6-
�
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the date first
written above.
Nationwide Retirement Solutions, Inc.: Plan Sponsor
��y � � � , �
(name of entity)
By: �,. By:
(Officer of the c mpany)
Name:
Name:
Title: Title:
Effective Date: Effective Date:
� DC-639-0514 (NRN-0474A0-US.S) - 7-
ADDITIONAL PRODUCTS AND SERVICES
PLAN SPONSOR AUTHORIZATION AGREEMENT
Note: Please review this Agreement carefully. Nationwide Retirement Solutions
provides your participants with education and services related to deferred
compensation/defined contribution plans. NRS recognizes that your participants often
need education and guidance during key transitions such as during a job change or when
preparing to retire. A new offering through affiliated companies of NRS offers your
participants additional support during these transitions. This Agreement authorizes our
affiliates to offer additional products and services outside of your plan to participants.
This Plan Sponsor Authorization Agreement ("Agreement") by and among Nationwide
Retirement Solutions, Inc. ("NRS"), Nationwide Securities, LLC ("NSLLC"),
Nationwide Bank of which the Nationwide Trust Company is a division (the `Bank"),
Nationwide Fund Distributors LLC ("NFD") (collectively referred to herein as
"Nationwide") and the above-mentioned Plan Sponsor (the "Plan Sponsor") is effective
on the date that the last of the parties to this Agreement signs and executes below. The
Plan Sponsor hereby acknowledges and agrees that Nationwide is authorized to make
available to Participants additional products and services provided by our affiliates.
1. Definitions.
The following terms shall have the definitions set forth below:
1.1."In-Plan Products and Services" means the education, retirement plan administration
services, and retirement plan products that are provided by or through NRS and its
affiliated companies under a separate agreement with the Plan Sponsor.
1.2."Additional Products and Services" means the financial products and services outside
of the Plan access to which this Agreement authorizes Nationwide to provide, and as
described in Section 2 of this Agreement. Such products and services are outside of
the Plan and are in addition to the In-Plan Products and Services currently being
provided by and through NRS.
1.3."Participants"means employees who participate or who are eligible to participate in
the Plan.
1.4. "Plan"means the deferred compensation or defined contribution plans sponsored by
the above-mentioned Plan Sponsor.
NRN-0378A0.2-03/2014 Public Sector Agreement
, Additional Products and Services
Plan Sponsor Authorization Agreement
Page 2
2. Additional Products and Services.
2.1 NSLLC Products. The Plan Sponsor hereby authorizes NSLLC to make available
to Plan Participants, on a non-exclusive basis, any and all insurance and financial
products that NSLLC and its affiliated general agency are duly licensed,
registered and authorized to sell (collectively the "NSLLC Products"). NSLLC
reserves the right to amend its product offering at any time without notice. The
NSLLC Products may be purchased through NSLLC registered representatives
("RRs") who are available to address Plan Participants' investment needs outside
the Plan, including IRA rollover solutions. IRA rollover accounts (,�TSLLC IRA
Rollover Accounts") may be funded with eligible rollover distributions from the
Plan or other eligible retirement plans. For those Plan Participants who indicate
an interest in purchasing a Bank Product, NSLLC RRs may refer them to a
customer call center operated by the Bank (the `Bank Call Center").
2.2 Financial Assessments. In conjunction with its offering of the NSLLC Products,
NSLLC may offer financial assessments that are designed to better enable Plan
Participants to make informed investment decisions, including whether to remain
in the Plan. Such assessments are designed to help Plan Participants understand
their needs for financial protection, wealth accumulation, and income solutions
� outside of the Plan, and are available at no additional cost to the Plan or Plan
Participants. �
2.3 NSLLC Investment Advisory Services. The Plan Sponsor hereby authorizes
NSLLC to make available to Plan Participants, on a non-exclusive basis, the
investment advisory services ("NSLLC Advisory Services")that it provides to all
of its investment advisory services customers. The NSLLC Advisory Services
shall be provided for assets held outside the Plan by properly registered NSLLC
personnel in their capacity as investment advisory representatives ("IARs") of
NSLLC.
2.2 Bank Products. The Plan Sponsor hereby authorizes the Bank to make available to
Plan Participants, on a non-exclusive basis, any and all banking products the Bank
is autharized to sell (collectively the `Bank Products"). The Bank reserves the
right to amend its product offering at any time without notice. Included among the
Bank Products are IRA rollover accounts (`Bank IRA Rollover Accounts"). The
Bank Rollover Accounts may be funded with eligible rollover distributions from
the Plan or other eligible retirement plans. All self-directed Bank Product
transactions by Plan Participants shall be subject to the provisions of Section 3 of
this Agreement. The Bank reserves the right to decline any account application or
to terminate any account, in its sole discretion.
NRN-0378A02-03/2014 Public Sector Agreement
Additional Products and Services
` Plan Sponsor Authorization Agreement
Page 3
2.3 Additional Products and Services. The Plan Sponsor hereby authorizes and
acknowledges that Nationwide may make available to Plan Participants additional
products and services not contemplated by this Agreement at a later date. Such
products and services may include, without limitation, (i) shares of Nationwide
Mutual Funds that are made available directly from NFD to self-directed Plan
Participants without assistance of an investment professional (the "Funds"); and
(ii) such other products and services Nationwide may make available in the future
(the "Future Products and Services"). The Plan Sponsor hereby authorizes
Nationwide to make available shares of the Funds to Plan Participants at a time of
Nationwide's choosing. All self-directed transactions in Fund shares shall be
subject to the provisions of Section 3 of this Agreement. NFD reserves the right to
decline any order to purchase Fund shares at its discretion. Additionally, for
Future Products and Services, the Plan Sponsor hereby agrees that Nationwide
may make available such Future Products and Services to Plan Participants by
providing the Plan Sponsor 30 days advance notice of the availability of the Future
Products and Services. If the Plan Sponsor objects to making available such
Future Products and Services within 30 days after the date of Nationwide's
notification mailing, then those Future Products and Services will not be made
available.
2.4 Nationwide Retirement Solutions. Inc. The products and services described in this
Section 2 are completely separate and distinct from the retirement plan
administration services or retirement plan products that are provided by or through
NRS. The Additional Products and Services authorized by this Agreement are not
offered or sold by NRS and are not recommended by the Plan Sponsor.
3. Self-Directed Purchases and Rollovers; Product Recommendations.
3.1 Self-Directed Purchases and Rollovers. Subject to Section 3.2, the parties
acknowledge and agree that, for any transactions which are self-directed by Plan
Participants, Plan Participants shall be solely responsible for all orders and
instructions placed for their accounts. Such responsibility includes, without
limitation, determining the appropriateness and suitability of any trade, deposit
transaction, rollover transaction, investment, investment strategy or investment risk
associated with such transactions. Nationwide agrees to provide to Plan
Participants disclosure of information concerning the limited liability of the Plan
Sponsor and of Nationwide with respect to self-directed investments.
3.2 Product Recommendations. For those Plan Participants who indicate an interest in
receiving assistance from NSLLC,NSLLC RRs are hereby authorized to make
product recommendations with respect to the NSLLC Products and provide
investment advice related thereto based upon suitability determinations that are
NRN-0378A0.2-03/2014 Public Sector Agreement
Additional Products and Services
• Plan Sponsor Authorization Agreement
Page 4
made in accordance with applicable laws, rules, regulations and NSLLC policies.
No Bank, NFD, Fund or NRS personnel (including but not limited to employees,
agents, associates and service vendors) are authorized to make product
recommendations or provide investment advice to Plan Participants with respect to
the products and services referenced herein. The Bank Call Center personnel
referenced in Section 2 shall be permitted to (i) distribute the materials referenced
in Section 4 below, (ii) direct Plan Participants to NSLLC, when and as
appropriate, and(iii)provide general information about available products and
services, but may not engage in any securities-related advice or services, any
insurance-related advice or services or any other activities requiring a securities
registration or an insurance license.
4. Advertising and Sales Literature.
Nationwide may make available to Plan Participants marketing materials that describe the
products and services that are made available under the terms of this Agreement. The
Plan Sponsor shall have no authority to make any representations, other than those
contained in printed marketing materials furnished by Nationwide, concerning any of the
products or services referenced in this Agreement, nor shall it have any authority to
create or distribute any marketing materials relating to such products or services without
the prior written approval of Nationwide. Marketing materials created by Nationwide
may be disseminated to Plan Participants by use of any methods, including but not
limited to: (i) by direct mail, (ii) by electronic media, (iii) by NRS customer services
representatives, (iv) by designated Plan Sponsor personnel, ar (v) by other plan service
providers. Except as otherwise permitted herein or agreed upon by the parties, such
advertisements and marketing materials may not be used without permission.
5. Comqensation.
5.1 No Compensation Paid by Plan Sponsor. Nationwide will not receive
compensation from the Plan Sponsor for the provision of Additional Products and
Services to Plan Participants pursuant to this Agreement.
5.2 Compensation to Nationwide. In the event Plan Participants purchase the
products or services described in Section 2 herein, Nationwide may be compensated in
various ways, which are consistent with industry practice for firms engaged in the sale of
financial products and services. Such compensation may include, without limitation, (i)
income generated from the sale of products, (ii) investment advisory fees, (iii) asset-
based and other fees in connection with the offering, management, maintenance and
administration of a product or service; and (iv) asset-based, spread based, and other fees
in connection with the offering, management, maintenance and administration of bank
products.
NRN-0378A0.2-03/2014 Public Sector Agreement
Additional Products and Services
• Plan Sponsor Authorization Agreement
Page 5
5.3 Compensation to Nationwide Representatives. Nationwide representatives,
including NSLLC's RRs, will not receive sales commissions for transactions involving
the sale of products or services described in Section 2. Compensation paid to
representatives may include a salary and an incentive opportunity based on productivity.
6. Term and Termination.
6.1 Term. This Agreement shall commence as of the date of execution of this
Agreement by all the parties, and sha11 remain in effect until it is terminated as provided
in paragraph 5.2 herein.
6.2 Termination. Any party to this Agreement may terminate the Agreement at any
time, without penalty, upon the provision of sixty (60) days' advance written notice to the
other parties. The provisions of this Section 6 shall survive any termination of this
Agreement and shall remain in effect notwithstanding any such termination. The parties
acknowledge and agree that Plan Participants who become NSLLC customers, Bank
customers or Nationwide Mutual Fund shareholders shall remain as such notwithstanding
the termination of this Agreement. The parties further acknowledge and agree that
NSLLC shall be permitted to keep appointments that were made with Plan Participants
prior to such termination and shall process applications for the purchase of NSLLC
Products or NSLLC Investment Advisory Services that are submitted prior to such
termination. In the event the plan administration agreement between NRS and the Plan
Sponsor is terminated, the parties may nevertheless desire to continue operating under the
terms and conditions of this Agreement.
7. Representations and Warranties.
Nationwide represents and warrants that it will comply with all applicable laws, rules and
regulations in connection with the offer and sale of products and services pursuant to this
Agreement.
8. Access to Information; Confidentiality.
NSLLC and its affiliated general agency shall have access to Plan Participant account
information for the sole purpose of gathering pertinent information about Plan
Participants in order to offer the NSLLC Products and provide the NSLLC Advisory
Services described in this Agreement. NSLLC agrees to maintain information received
from another Nationwide party pursuant to this Section 8 in strict confidence and in a
manner designed to safeguard such information against unauthorized access, use or
disclosure in accordance with all applicable state and federal laws,rules and regulations.
NRN-0378A0.2-03/2014 Public Sector Agreement
Additional Products and Services
� Plan Sponsor Authorization Agreement
Page 6
9. Otherwise Permitted Use of Information and Data.
The Plan Sponsor recognizes and acknowledges the necessity far Nationwide to provide
and share data with third-party subcontractors of Nationwide to assist with the provision
of Additional Services under this Agreement. Notwithstanding any other Section of this
Agreement, this Agreement shall not restrict Nationwide from sharing Plan and Plan
Participant data and information with third-party sub-contractors for any lawful purpose
to develop, analyze, market and deliver the Additional Services. Nationwide agrees to
enter agreements which are necessary and proper to safeguard any Plan or Plan
Participant data and information exchanged with the third-party subcontractor.
10. Complete A�reement.
This Agreement constitutes the entire agreement of the parties with respect to the subject
matter of this Agreement, and there are no other oral or written agreements or
understandings with respect to the subject matter of this Agreement that are not fully
expressed herein. To the extent any separate agreement to which Nationwide or the Plan
Sponsor is a party contains provisions that are inconsistent with the terms of this
Agreement (including, but not limited to,those relating to the solicitation of Plan
Participants and the sharing of Plan Participant information), the terms of this Agreement
shall be controlling.
11. Counterparts.
This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts
and attached to a single counterpart so that all signature pages are physically attached to
the same document.
12. Indemnification.
As consideration for the authorization provided herein,Nationwide agrees to indemnify
and hold harmless the Plan Sponsor and its elected or appointed officials, board
members, officers, administrators, agents and employees from and against all losses,
claims, demands, damages, liability, suits or other legal actions,judgments and decrees,
attorneys' fees, costs and expenses of any kind or nature whatsoever, on account of
claims arising directly or indirectly from errors andlor omissions in the provision of
products and services described in this Agreement.
NRN-0378A02-03/2014 Public Sector Agreement
Additional Products and Services
' Plan Sponsor Authorization Agreement
Page 7
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
the date first written above.
� Nationwide Retirement Solutions, Inc. Nationwide Securities, LLC
By: gy;
Title: Title:
Nationwide Bank Nationwide Fund Distributors LLC
By: gy:
Title: Title:
Agreed to and Accepted this�day of �- , 20 1�
Plan Sponsor
BY� �,.�X.. . (�C �C
Signature
Title: �i f�� ��,�� `C_
��
Name of Plan: ���� �-(� ����,n� ^�
Plan Number:
NRN-0378A0.2-03/2014 Public Sector Agreement
(Name oJ'Employer)
DEFERRED COMPENSATION PLAN FOR PUBLIC EMPLOYEES
457 GOVERNMENTAL PLAN AND TRUST
Document provided as a courtesy of:
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NRN-0389A0.3 03/2014
457 Governmental Plan and Trust
457 GOVERNMENTAL PLAN AND TRUST
The Employer adopts this 457 1.06 "Code"means the Internal Revenue Code
Governmental Plan and Trust. The Plan is intended of 1986,as amended.
to be an "eligible deferred compensation plan" as
defined in Code §457(b) of the Internal Revenue 1.07 "Compensation" for purposes of
Code of 1986 ("Eligible 457 Plan"). The Plan allocating Deferral Contributions means the
consists of the provisions set forth in this plan employee's wages, salaries, fees for professional
document and is appiicable to the Employer and each services, and other amounts received without regard
Employee who elects to participate in the Plan. If the to whether or not an amount is paid in cash for
personal services actually rendered in the course of
Employer adopts this Plan as a restated Plan in employment with the Employer,to the extent that the
substitution for, and in amendment of, an existing amounts are includible in gross income (or to the
plan, the provisions of this Plan, as a restated Plan, extent amount would have been received and
apply solely to an Employee on or after the execution includible in gross income but for an election under
of this Plan. The Plan is effective as to each Code §§ 125(a), 132(�(4), 402(e)(3), 402(h)(1)(B),
Employee upon the date he/she becomes a Participant 402(k), and 457(b), including an election to defer
by entering into and filing with the Employer or the Compensation under Article III. See Section 1.16 as
Administrative Services Provider a Participation to Compensation for an Independent Contractor.
Agreement or an Acknowledgement Form/Card. Compensation also includes any amount that the
• Internal Revenue Service in published guidance
ARTICLE I declares to constitute compensation for purposes of
� DEFINITIONS an Eligible 457 Plan.
� 1.01 "Account"means the separate Account(s) (A) Elective Contributions. Compensation under
which the Administrative Services Provider or the Section 1.07 includes Elective Contributions.
Trustee maintains under the Plan for a Participant's "Elective Contributions" are amounts excludible
Deferred Compensation. The Administrative Services from the Employee's gross income under Code
� Provider or Trustee may establish separate Accounts §§125, 132(�(4), 402(e)(3), 402(h)(1)(B), 403(b),
� for multiple Beneficiaries of a Participant to facilitate 408(p) or 457, and contributed by the Employer, at
required minimum distributions under Section 4.03 the Employee's election, to a cafeteria plan, a
based on each Beneficiary's life expectancy. qualified transportation fringe benefit plan, a 401(k)
arrangement, a SARSEP, a tax-sheltered annuity, a
� 1.02 "Accounting Date" means the last day of SIMPLE plan or a Code§457 plan.
the Plan Year.
(B) Differential wage payments. For years
�� 1.03 "Acknowledgement Form/Card" means beginning after December 31, 2008, (i) an individual
the application to the Administrative Services receiving a differential wage payment, as defined by
� Provider to participate in the Plan when the Plan is a Code§ 3401(h)(2), shall be treated as an employee of
� Social Security replacement plan. the employer making the payment;(ii)the differential
wage payment shall be treated as compensation; and
� 1.04 "Administrative Services Provider" (iii)the plan will not be treated as failing to meet the
means Nationwide Retirement Solutions, Inc. which requirements of any provision described in Code
acts as the third party administrative services §414(u)(l)(C) by reason of any contribution or
provider appointed by the Employer to carry out benefit which is based on the differential wage
nondiscretionary administrative functions for the payment.
Plan.
1.08 "Deferral Contributions" means Salary
1.05 `Bene6ciary" means a person who the Reduction Contributions, Nonelective Contributions
Plan or a Participant designates and who is or may and Matching Contributions. The Employer or the
become entitled to a Participant's Account upon the Administrative Services Provider (if applicable) in
Participant's death. A Beneficiary who becomes applying the Code § 457(b) limit will take into
entitled to a benefit under the Plan remains a account Deferral Contributions in the Taxable Year
Beneficiary under the Plan until the Beneficiary has �n which deferred. The Employer or Administrative
received full distribution of his/her Plan benefit. A Services Provider (if applicable) in determining the
Beneficiary's right to (and the Administrative amount of a Participant's Deferral Contributions
Services Provider's or a Trustee's duty to provide to disregards the net income, gain and loss attributable
the Beneficiary) information or data concerning the to Deferral Contributions.
� Plan does not arise until the Beneficiary first
becomes entitled to receive a benefit under the Plan. 1.09 "Deferred Compensation" means as to a
Participant the amount of Deferral Contributions,
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457 Governmental Plan and Trust
' Rollover Contributions and Transfers adjusted for 1.19 "Nonelective Contribution" means an
allocable net income, gain or loss, in the Participant's Employer fixed or discretionary contribution not
Account. made as a result of a Participation Agreement and
which is not a Matching Contribution. The Employer
1.10 "Effective Date" of this Plan is the date may provide for nonelective contributions.
indicated on the execution line unless the Code,
Treasury regulations, or other applicable guidance 1.20 "Normal Retirement Age" means the
provides otherwise. age designated by the Participant uniess the
Employcr designates in writing a Normal Retirement
l.l 1 "Employee" means an individual who Age. The Normal Retirement Age designated by the
provides services for the Employer,as a common law Participant or Employer shall be no earlier than age
employee of the Employer. See Section 1.16 65 or the age at which Participants have the right to
regarding potential treatment of an Independent retire and receive, under the basic defined benefit
Contractor as an Employee. pension plan of the Employer (or a money purchase
plan in which the Participant also participates if the
1.12 "Employer" means an employer who Participant is not eligible to participate in a defined
adopts this Plan by executing the Plan. benefit plan), immediate retirement benefits without
actuarial or similar reduction because of retirement
1.13 "Employer Contribution" means before some later specified age. The Normal
Nonelecrive Contributions or Matching Retirement Age also shall not exceed age 70'/z.
Contributions.
Special Rule for Eligible Plans of Qualified
1.14 "Exeess Deferrals" means Deferral Po[ice or Firefighters. A Participant who is a
Contributions to an Eligible 457 Plan for a qualified police officer or firefighter as defined under
Participant that exceed the Taxable Year maximum Code §415(b)(2)(H)(ii)(I) may designate a Normal
limitation of Code§§457(b)and(e)(18). Retirement Age between age 40 and age 70 '/z.
1.15 "Includible Compensation" means, for 1.21 "Participant" is an Employee who elects
the Employee's Taxable Year, the Employee's total to participate in the Plan in accordance with the
Compensation within the meaning of Code § provisions of Section 2.01 or an individual who has
415(c)(3) paid to an Employee for services rendered previously deferred Compensation under the Plan by
to the Employer. Indudible Compensation includes a Participation Agreement and has not received a
Deferral Contributions under the Plan, compensation complete distribution of his/her Account.
deferred under any other plan described in Code
§457, and any amount excludible from the 1.22 "Participation Agreement" means the
Employee's gross income under Code §§401(k), agreement to enroll and participate in the Plan that is
403(b), 125 or 132(�(4) or any other amount completed by the Participant and provided to the
excludible from the Employee's gross income for Administrative Services Provider. The Participation
Federal income tax purposes. The Employer will Agreement is the agreement, by which the Employer
determine Includible Compensation without regard to reduces the Participant's Compensation for
community property laws. contribution to the Participant's Account.
1.16 "Independent Contractor" means any 1.23 "Plan" mcans the 457 plan established or
individual who performs service for the Employer continued by the Employer in the form of this Plan
and who the Employer does not treat as an Employee and (if applicable) Trust Agreement. All section
or a Leased Employee. The Employer may permit references within the Plan are Plan section references
Independent Contractors to participate in the Plan. To unless the context clearly indicates otherwise.
the extent that the Employer permits Independent
Contractor participation, references to Employee in 124 "Plan Entry Date" means the date on
thc Plan include [ndependent Contractors and which an Employee completes and files a
Compensation mcans the amounts the Employer pays Participation Agreement with the Administrative
to the Independent Contractor for services. Services Provider.
1.17 "Leased Employee" means an Employee 125 "Plan Year"means the calendar year.
within the meaning of Code §414(n).
1.26 "Rollover Contribution" means the
1.18 "Matching Contribution" means an amount of cash or property which an eligible
Employer fixed or discretionary contribution made or retirement plan described in Code §402(c)(8)(B)
forfeiture allocated on account of Salary Reduction distributes to an eligible Employee or to a Participant
Contributions. Thc Employer may provide for in an eligible rollover distribution under Code
matching contributions. §402(c)(4) and which the eligible Employee or
Participant transfers directly or indirectly to an
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457 Governmental Plan and Trust
Eligible 457 Plan. A Rollover Contribution includes (2) [ndependent Contractor. An Independent '
net income, gain or loss attributable to the Rollover Contractor has a Severance from Employment when
Contribution. A Rollover Contribution excludes the contract(s) under which the Independent
after-tax Employee contributions, as adjusted for net Contractor performs services for the Employer
�� income,gain or loss. expires (or otherwise terminates), unless the
Employer anticipates a renewal of the contractual
1.27 "Salary Reduction Contribution"means relationship or the Independent Contractor becoming
a contribution the Employer makes to the Plan an Employee. The Employer anticipates renewal if it
pursuant to a Participation Agreement. intends to contract for the services provided under the
expired contract and neither the Employer nor the
1.28 "Service" means any period of time the Independent Contractor has eliminated the
Employee is in the employ of the Employer. In the Independent Contractor as a potential provider of
case of an Independent Contractor, Service means such services under the new contract. Further, the
; any period of time the Independent Contractor Employer intends to contract for services conditioned
performs services for the Employer on an only upon the Employer's need for the services
independent contractor basis. An Employee or provided under the expired contract or the
Independent Contractor terminates Service upon Employer's availability of funds. Notwithstanding
incurring a Severance from Employment. the preceding provisions of this Section 1.28, the
- Administrative Services Provider will consider an
(A) Qualified Military Service. Service includes Independent Contractor to have incurred a Severance
� any qualified military service the Plan must credit for from Employment: (a)if the Administrative Services
contributions and benefits in order to satisfy the Provider or Trustee will not pay any Deferred
crediting of Service requirements of Code §414(u). A Compensation to an Independent Contractor who is a
Participant whose employment is interrupted by Participant before a date which is at least twelve
qualified military service under Code §414(u)or who months after the expiration of the Independent
is on a leave of absence for qualified military service Contractor's contract (or the last to expire of such
under Code §4l4(u) may elect to make additional contracts)to render Services to the Employer;and(b)
Salary Reduction Contributions upon resumption of if before the applicable twelve-month payment date,
employment with the Employer equal to the the Independent Contractor performs Service as an
maximum Deferral Contributions that the Participant Independent Contractor or as an Employee, the
could have elected during that period if the Administrative Services Provider or Trustee will not
Participant's employment with the Employer had pay to the Independent Contractor his/her Deferred
continued (at the same level of Compensation) Compensation on the applicable date.
without the interruption of leave, reduced by the
Deferral Contributions, if any, actually made for the (3) Uniformed Services. for purposes of
Participant during the period of the interruption or distributions to an individual in the uniformed
leave. This right applies for five years following the services, such individual will be treated as incumng a
resumption of employment(or, if sooner, for a period Severance from Employment during any period the
equal to three times the period of the interruption or individual is performing service in the uniformed
leave). The Employer shall make appropriate make- services described in Code § 3401(h)(2)(A).
up Nonelective Contributions and Matching However, the plan will not distribute the benefit to
Contributions for such a Participant as required under such an individual without that individual's consent,
Code §414(u). The Plan shall apply limitations of so long as the individual is receiving differential
Article III to all Deferral Contributions under this wage payments.
paragraph with respect to the year to which the
� Deferral Contribution relates. If an individual elects to receive a distribution
under this provision, the individual may not make an
(B) "Continuous Service" means Service with the elective deferral or employee contribution during the
Employer during which the Employee does not incur 6-month period beginning on the date of the
a Severance from Employment. distribution.
(C) "Severance from Employment." 1.29 "State" means (a) one of the 50 states of
the United States or the District of Columbia, or(b)a
" (1) Employee. An Empioyee has a Severance political subdivision of a State, or any agency or
from Employment when the Employee ceases to be instrumentality of a State or its political subdivision.
an Employee of the Employer. A Participant does A State does not include the federal government or
not incur a Severance from Employment if, in any agency or instrumentality thereof.
connection with a change in employment, the
Participant's new employer continues or assumes 1.30 "Taxable Year" means the calendar year
sponsorship of the Plan or accepts a Transfer of Plan or other taxable year of a Participant.
assets as to the Participant.
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457 Covernmental Plan and Trust
" 1.31 "Transfer" means a transfer of Eligible the Administrative Services Provider an
457 Plan assets to another Eligible 457 Plan which is Acknowledgement Form/Card and thercby consent to
not a Rollover Contribution and which is made in a reduction of salary by the amount of the Deferral
accordance with Section 9.03. Contribution specified in the Acknowledgement
Form/Card. Allocations to the Participant's Account
1.32 "Trust" means the Trust created under must equal at least 7.5% of the Participant's
the adopting Employer's Plan. The Trust created and Compensation or such other minimum amount as
established under the adopting Employer's Plan is a shall be required for the Plan to be considered a
separate Trust, independent of the trust of any other retirement system under Code §3121(b)(7)(F) and
Employer adopting this Eligible 457 Plan and is Treas. Reg. §31.3121(b)(7)-2, and the reduction in
subject to Article VIII. the ParticipanYs salary shall begin no earlier than the
first pay period commencing during the first month
1.33 "Trustee" means the person or persons after the date on which the Acknowledgement
designated by the Employer to serve in the position Form/Card is filed with the Administrative Services
of Trustee. Provider.
ARTICLE II (C) Takeover Plans. If the Plan is a restated Plan,an
PARTICIPATION IN PLAN Employee who participatcd in the predecessor plan
shall become a Participant in the Plan upon the
2.O1 ELIGBILITY. Each Employee becomes Employer's execution of the enabling documents for
a Participant in the Plan as soon as he/she completes this Plan. Allocations to each such Participant's
and files a Participation Agreement. If this Plan is a Account must equal at least 7.5% of the Participant's
restated Plan, each Employee who was a Participant Compensation, or such other minimum amount as
in the Plan on the day before the Effective Date shall bc required for the Plan to be considered a
continues as a Participant in the Plan. retirement system under Code §3121(b)(7)(F) and
Treas. Reg. §31.312](b)(7)-2, and the reduction in
2.02 PARTICIPATION UPON RE- the Participant's salary shall begin immediately
EMPLOYMENT. A Participant who incurs a thereafter.
Severance from Employment will re-enter the Plan as
a Participant on the date of his/her re-employment. ARTICLE III
DEFERRAL CONTRIBUTIONS/LIMITATIONS
2.03 SPECIAL ELIGIBILITY PROVISIONS
FOR PARTICIPANTS IN A PLAN USED AS A 3.01 AMOUNT.
SOCIAL SECURITY REPLACEMENT PLAN.
Notwithstanding any provision to the contrary, the (A) Contribution Formula. For each Plan Year, the
provisions of this Section 2.03 will apply if the Employer will contribute to the Plan the amount of
Employer elects in a written agreement with the Deferral Contributions the Employee elects to defer
Administrative Services Provider to use the Plan as a under the Plan.
Social Security replacement plan. If the Plan is used
as a Social Security replacement plan, the provisions (B) Return of Contributions. The Employer
of Sections 4.05(a)and 5.03 will not apply. conri-ibutes to this Plan on the condition its
contribution is not due to a mistake of fact. If any
(A) Eligibility to participate for new Employees. Participant Salary Reduction Contribution is due to a
A new Employee shall,as a condition of employment mistake of fact, the Employer or the Trustee upon
participate in the Plan sign and file with the written requcst from the Employer will return the
Administrative Services Provider an Par�icipanYs contribution, within one year after
Acknowledgement Form/Card and thereby payment of the contribution.
consenting to a reduction of salary by the amount of
the Deferral Contribution specified in the The Trustee may require the Employer to furnish it
Acknowledgement Form/Card. Contributions to the whatever evidence the Trustee dcems necessary to
Participant's Account must equal at least 7.5% of the enable the Trustee to confirm the amount the
Participant's Compensation, or such other minimam Employer has requested be returned is properly
amount as shall be required for the Plan to be returnable.
considered a retirement system under Code
§3121(b)(7)(F) and Treas. Reg. 31.3121(b)(7)-2, and (C) Time of Payment of Contribution. An
the reduction in the Participant's salary shall begin Employer will deposit Salary Reducrion
immediately thereafter. Contributions to the Trust within a period that is not
longer than is reasonable for the administration of
(B) Eligibility to participate for current Participant Accounts. Neither the Administrative
Employees. An Employee who is newly eligible to Services Provider nor the Trustee is responsible for
participate in the Plan shall, prior to bccoming the delay of deposits of Salary Reduction
eligiblc to participate in the Plan, sign and file with Contributions caused by the Employer.
4 1/10 NRN-0389A0.3 03/2014
457 Governmental Plan and Trust
reason of Quali6ed Military Service (as described in '
3.02 SALARY REDUCTION CONTRIBU- Code §414(u)(1))to the extent those payments do not
TIONS. The Plan does not apply any limitations on exceed the amounts the individual would have
Salary Reduction Contributions other than the received if the individual had continued to perform
limitations applicable under the Code. services for the Employer rather than entering
Qualified Military Service.
(A) Deferral from Sick, Vacation and Back Pay.
Participants may make Salary Reduction Limitation on Post-Severance Compensation. Any
Contributions from accumulated sick pay, from payment of Compensation paid after Severance of
accumulated vacation pay or from back pay. Employment that is not described in Section
3.02(C)(1) or 3.02(C)(2) is not Post-Severance
(B) Application to Leave of Absence and Compensation, even if payment is made by the later
Disability. The Participation Agreement will of 2'h months after Severance from Employment or
continue to apply during the Participant's leave of by the end of the calendar year that includes the date
absence or the Participant's disability (as the of such Severance of Employment.
Employer shall establish), if the Participant has
Compensation other than imputed compensation or 3.03 NORMAL LIMITATION. Except as
disability benefits. provided in Sections 3.04 and 3.05, a Participant's
maximum Deferral Contributions (excluding
(C) Post-severance deferrals limited to Post- Rollover Contributions and Transfers)under this Plan
Severance Compensation. Defenal Contributions for a Taxable Year may not exceed the lesser of:
are permitted from an amount received following
Severance from Employment only if the amount is (a) The applicable dollar amount as
Post-Severance Compensation. specified under Code §457(e)(15) (or, beginning
January 1, 2006) such larger amount as the
Post-Severance Compensation defined. Post- Commissioner of the Internal Revenue may
Severance Compensarion includes the amounts prescribe),or
described in (1) and (2) below, paid after a
Participant's Severance from Employment with the (b) 100% of the Participant's Includible
Employer, but only to the extent such amounts are Compensation for the Taxable Year.
paid by the later of 2Yz months after Severance from
Employment or the end of the calendar year that 3.04 NORMAL RETIREMENT AGE
includes the date of such Severance from CATCH-UP CONTRIBUTION. For one or more of
Employment. the Participant's last three Taxable Years ending
before the Taxable Year in which the Participant
(1) Regular pay.Post-Severance Compensation attains Normal Retirement Age, the Participant's
includes regular pay after Severance of Employment maximum Deferral Contributions may not exceed the
if: (i) the payment is regular compensation for lesser of:
services during the Participant's regular working
hours, or compensation for services outside the (a) Twice the dollar amount under Section 3.03
Participant's regular working hours(such as overtime normal limitation,or(b)the underutilized limitation.
ar shift differential), commissions, bonuses, or other
�� similar payments; and (ii) the payment would have (A) Underutilized Limitation. A Yarticipant's
� been paid to the Participant prior to a Severance from underutilized limitation is equal to the sum of: (il the
Employment if the Participant had continued in normal limitation for the Taxable Year, and (ii) the
employment with the Employer. normal limitation for each of the prior Taxable Years
of the Participant commencing after 1978 during
(2) Leave cashouts. Post-Severance which the Participant was eligible to participate in the
Compensation includes leave cashouts if those Plan and the Participant's Deferral Contributions
amounts would have been included in the definition were subject to the normal limitation or any other
of Compensation if they were paid prior to the Code § 457(b) limit, less the amount of Deferral
Participant's Severance from Employment, and the Contributions for each such prior Taxable Year,
amounts are payment for unused accrued bona fide excluding age 50 catch-up contributions.
� sick, vacation, or other leave, but only if the
Participant would have been able to use the leave if �B) Multiple 457 Plans. If the Employer maintains
employment had continued. more than one Eligible 457 Plan, the Plans may not
permit any Participant to have more than one Normal
(3) Salary continuation payments for military Retirement Age under the Plans.
service Participants. Post-Severance Compensation �C) Pre-2002 Coordination. In determining a
includes payments to an individual who does not participant's underutilized limitation, the
currently perform services for the Employer by
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457 Covernmental Plan and Trust
� coordination rule in effect under now repealed Code the Administrative Services Provider and Trustee
§457(c)(2) applies. Additionally, the normal must treat the Employee as a limited Participant (as
limitation for pre-2002 Taxable Years is applied in described in Rev. Rul. 96-48 or in any successor
accordance with Code§ 457(b)(2)as then in effect. ruling). If a limited Participant has a Severance from
Employment prior to becoming a Participant in the
3.05 AGE 50 CATCH-UP Plan, the Trustee will distribute his/her Rollover
CONTRIBUTION. All Employees who are eligible Contributions Account to the limited Participant in
to make Salary Reduction Contributions under this accordance with Article IV.
Plan and who have attained age 50 before the close of
the Taxable Year are eligible to make age 50 catch- (C) Separate Accounting. If an Employer permits
up contributions for that Taxable Year in accordance Rollover Contributions, the Administrative Services
with, and subject to the limitations of, Code § 414(v). Provider must account separately for: (1) amounts
Such catch-up contributions are not taken into rolled into this Plan from an eligible retirement plan
account for purposes of the provisions of the plan (other than from another Eligible 457 plan); and (2)
implementing the required limitations of Code § 457. amounts rolled into this Plan from another Eligible
If, for a Taxable Year, an Employee makes a catch- 457 Plan. The Administrative Services Provider for
up contribution under Section 3.04, the Employee is purposes of ordering any subsequent distribution
not eligible to make age 50 catch-up contributions from this Plan may designate a distribution from a
under this Section 3.05. A catch-up eligible Participant's Rollover Contriburions as coming first
Participant in each Taxable Year is entitled to the from either of(1) or (2) above if the Participant has
grcater of the amount determined under Section 3.04 both types of Rollover Contribution Accounts.
or Section 3.05 catch-up amount plus the Section
3.03 normal limitation. 3.09 DISTRIBUTION OF EXCESS
DEFERRALS. In the event that a Participant has
3.06 CONTRIBUTION ALLOCATION. The Excess Deferrals, the Plan will distribute to the
Administrative Services Provider will allocate to Participant the Excess Deferrals and allocable net
each ParticipanYs Account his/her Deferral income, gain or loss, in accordance with this Section
Contributions. 3.09.
3.07 ALLOCATION CONDITIONS. The Plan The Administrative Services Provider will distribute
does not impose any allocation conditions. Excess Deferrals from an Eligible 457 Plan as soon
as is reasonably practicable following the
3.08 ROLLOVER CONTRIBUTIONS. The Administrative Services Provider's or Employer's
Plan permits Rollover Contributions. detcrmination of the amount of the Excess Deferral.
(A) Operational Administration. The Employer, (A) Plan Aggregation. If the Employer maintains
operationally and on a nondiscriminatory basis, may more than one Eligible 457 Plan, the Employer must
elect to permit or not to permit Rollover aggregate all such Plans in determining whether any
Contributions to this Plan or may elect to limit an Participant has Excess Deferrals.
eligible Employee's right or a Participant's right to
make a Rollover Contribution. If the Employer (B) Individual Limitation. If a Participant
permits Rollover Contributions, any Participant(or as participates in another Eligible 457 Plan maintained
applicable, any eligible Employee), with the by a different employer, and the Participant has
Employer's written consent and after filing with the Excess Deferrals, the Administrative Services
Trustee the form prescribed by the Administrarive Provider may, but is not required, to correct�the
Services Provider, may make a Rollover Contribution Excess Deferrals by making a corrective distribution
to the Trust. Before accepting a Rollover from this Plan.
Contribution, the Trustee may require a Participant
(or eligible Employee) to furnish satisfactory 3.10 DOLLAR LIMITS. The table below
evidence the proposed transfer is in fact a "Rollover shows the applicable dollar amounts described in
ConMbution" which the Code permits an employee paragraph 3.03(a) and limitations on age 50 catch-up
to make to an eligible retirement plan. The Trustee, in contributions described in Section 3.05. These
its sole discretion, may decline to accept a Rollover amounts are adjusted after 2006 far changes in the
Contribution of property which could: (1) generatc cost-of-living to the extent permitted in Code §
unrelated business taxable income; (2) create 415(d).
difficulty or undue expense in storage, safekeeping or
va]uation; or (3) create other practical problems for
the Trust.
(B) Pre-Participation Rollover. If an eligible
Employee makes a Rollover Contribution to the Trust
priar to satisfying the Plan's eligibility conditions,
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457 Governmental Plan and Trust
30 days before the date the Participant first would be
Applicable Age 50+Catch-up eligible to commence payment of the ParticipanYs
Year pollar Contribution Account. The Administrative Services Provider must
Amount Limitation furnish to the Participant a form for the Participant to
2002 $11,000 $1,000 elect the time and a method of payment.
2003 $12,000 $2,000
2004 $13,000 $3,000 4.03 REQUIRED MINIMUM DISTRIBU-
2005 $14,000 $4,000 TIONS. The Administrative Services Provider may
2006 $15,000 $5,000 not disMbute nor direct the Trustee to distribute the
Participant's Account, nor may the Participant elect
any distribution his/her Account, under a method of
ARTICLE IV payment which, as of the required beginning date,
TIME AND METHOD OF does not satisfy the minimum distribution
PAYMENT OF BENEFITS requirements of Code § 401(a)(9) or which is not
consistent with applicable Treasury regulations.
4.01 DISTRIBUTION
RESTRICTIONS. Except as the Plan provides �A) General Rules.
otherwise, the Administrative Services Provider or (1) Precedence. The requirements of this
Trustee may not distribute to a Participant his/her Section 4.03 will take precedence over any
Account prior to the Participant's Severance from inconsistent provisions of the Plan.
Employment, the calendar year in which the
Participant attains age 70`/z, or such other event for (2) Requirements of Treasury Regulations
which federal legislation is enacted or regulatory Incorporated. All distributions required under this
relief granted permitting the Plan to make Section 4.03 will be determined and made in
distributions to qualifying Participants. accordance with the Treasury regulations under Code
� � §401(a)(9).
(A) Distribution of Rollover Contributions. To the
extent the Employer permits Rollover Contributions (B) Time and Manner of Distribution
� (but not Transfers) to this Plan, a Participant may
�� receive a distribution of such Rollover Contributions (1) Required Beginning Date. The
without regard to the restrictions found in this Participant's entire interest will be distributed, or
Section 4.01. begin to be distributed,to the Participant no later than
the Participant's required beginning date.
4.02 TIME AND METHOD OF PAYMENT
OF ACCOUNT. The Administrative Services (2) Death of Participant Before Distribution
Provider, or Trustee at the direction of the Begins. If the Participant dies before distributions
� Administrative Services Provider, will distribute to a begin, the Participant's entire interest will be
Participant who has incurred a Severance from distributed, or begin to be distributed,no later than as
Employment the Participant's Account under one or follows:
any combination of payment methods elected by the
� Participant. The Participant may elect one of the (a) Spouse Desi@:nated Beneficiarv. If the
� following methods of payment: (1) lump sum Participant's surviving spouse is the Participant's
payment, (2) partial lump sum payment, (3) sole designated Beneficiary, distributions to the
�� installment, or (4) an annuity. In no event will the surviving spouse will begin by December 31 of the
Administrative Services Provider direct(or direct the calendar year immediately following the calendar
Trustee to commence) distribution, nor will the year in which the Participant dies,ar by December 31
Participant elect to have distribution commence, later of the calendar year in which the Participant would
than the Participant's required beginning date, or have attained age 70'/z, if later.
under a method that does not satisfy Section 4.03.
(b) Non-Spouse Desi�nated Beneficiarv. If
� Subject to any restrictions imposed by the the Participant's surviving spouse is not the
ParticipanYs investment providers and the Participant's sole designated Beneficiary, then,
Administrative Services Provider, the Participant: (1) distributions to the designated Beneficiary will begin
may elect to commence distribution no earlier than is by December 31 of the calendar year immediately
administratively practical following Severance from following the calendar year in which the Participant
Employment; (2) may elect to postpone distribution died.
of his/her Account to any fixed or determinable date (c) No Designated Beneficiarv. If there is
including, but not beyond, the Participant's required no designated Beneficiary as of September 30 of the
beginning date; and (3) may elect the method of year following the year of the Participant's death, the
� payment. A Participant may elect the timing and Participant's entire interest will be distributed by
method of payment of his/her Account no later than
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- December 31 of the calendar year containing the fifth ParticipanYs and spouse's birthdays in the
anniversary of the Participant's death. distribution calendar year.
(d) Death of Spouse. If the Participant's (2) Lifetime Required Minimum
surviving spouse is the ParticipanYs sole designated Distributions Continue Through Year of
Beneficiary and the surviving spouse dies after the Participant's Death. Required minimum
Participant but before distributions to the surviving distributions will be determined under this Section
spouse begin, this Section 4.03(B)(2) other than 4.03(C) beginning with the first distribution calendar
Section 4.03(B)(2)(a), will apply as if the surviving year and up to and including the distribution calendar
spouse were the Participant. year that includes the Participant's date of death.
For purposes of this Section 4A3(B) and Section (D) Required Minimum Distributions after
4.03(D), unless Section 4.03(B)(2)(d) applies, Participant's Death.
distributions are considered to begin on the
Participant's required beginning date. If Section (1) Death On or After Distributions Begin.
4.03(B)(2)(d) applies, distributions are considered to
begin on the date dish-ibutions are required to begin (a) Particinant Survived bv Desi nated
to the surviving spouse under S�ction 4.03(B)(2)(a). Beneficiarv. If the Participant dies on or after the date
If distributions under an annuity purchased from an distributions begin and there is a designated
insurance company irrevocably commence to the Beneficiary, the minimum amount that will be
Participant before the Participant's required distributed for the distribution calendar year of the
beginning date (or to the Participant's surviving Participant's death is obtained by dividing the
spouse before the date distributions are required to Participant's account balance by the remaining life
begin to the surviving spouse under Section expectaney of the Participant The Participant's
4.03(B)(2)(a), the date distributions are considered to remaining life expectancy is calculated using the
begin is the date distributions actually commence. attained age of the Participant as of the Participant's
birthday in the calendar year of death. For each
(3) Forms of Distribution. Unless the distribution calendar year after the year of the
Participant's interest is distributed in the form of an Participant's death, the minimum amount that will be
annuity purchased from an insurance company or in a distributed is the quotient obtained by dividing the
single sum on or before the required beginning date, Participant's account balance by the remaining life
as of the first distribution calendar year distributions expectancy of the Participant's designated
will be made in accordance with Sections 4.03(C) Beneficiary.
and 4.03(D). If the Participant's interest is distributed
in the form of an annuity purchased from an (b) No Desi�nated BenefieiarX. If the
insurance company, distributions thereunder will be Participant dies on or after the date distributions
made in accordance with the requirements of Section begin and there is no designated Beneficiary as of
4.01(a)(9)of the Code and the Treasury regulations. September 30 of the calendar year after the calendar
year of the Participant's death, the minimum amount
(C) Required Minimum Distributions during that will be dish-ibuted for each distribution calendar
Participant's Lifetime. year after the calendar year of the Participant's death
is the quotient obtained by dividing the ParticipanYs
(1) Amount of Required Minimum account balance by the Participant's remaining life
Distribution for Each Distribution Calendar Year. expectancy calculated using the attained age of the
During the Participant's lifetime, the minimum Participant as of the Participant's birthday in the
amount that will be distributed for each distribution calendar year of death, reduced by one for each
calendar year is the lesser of: subsequent calendar year.
(a) ULT. The quotient obtained by (2) Death before Date Distributions Begin.
dividing the Participant's account balance by the
number in the Uniform Life Table set forth in Treas. (a) Participant Survived by Designated
Reg. §1.401(a)(9)-9, using the ParticipanYs attained Beneficiarv. If the Participant dies before the date
age as of the Participant's birthday in the distribution distributions begin and there is a designated
calendar year; or Beneficiary, the minimum amount that will be
distributed for each distribution calendar year after
(b) Youn ee r Spouse. If the Participant's the year of the Participant's death is the quotient
sole desi�nated Beneficiary for the distribution obtained by dividing the Participant's account
calendar year is the Participant's spouse, the quotient balance by the remaining life expectancy of the
obtained by dividing the Participant's account Participant's designated Beneficiary, determined as
balance by the number in the Joint and Last Survivor provided in Section 4.03(D)(l).
Table set forth in Treas. Reg. §1.401(a)(9)-9, using
the Participant's and spouse's attained ages as of the
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(b) No Des�nated Beneficiarv. If the the Plan either in the valuation calendar year or in the �
Participant dies before the date distributions begin distribution calendar year if distributed or transferred
and there is no designated Beneficiary as of in the valuation calendar year.
September 30 of the year following the year of the
Participant's death, distribution of the Participant's (5) Required beginning date. A Participant's
entire interest will be completed by December 31 of required beginning date is the April 1 of the calendar
the calendar year containing the fifth anniversary of year following the later of: (1) the calendar year in
� the Participant's death. which the Participant attains age 70'/z, or (2) the
calendar year in which the Participant retires or such
: (c) Death of Survivin� Spouse Before other date under Code § 401(a)(9)by which required
Distributions to Survivin�Spouse Are Required to minimum distributions must commence.
� Beein. If the Participant dies before the date
distributions begin,the ParticipanYs surviving spouse (F) General 2009 waiver.The requirements of Code
is the Participant's sole designated Beneficiary, and § 401(a)(9) and the provisions of the Plan relating
the surviving spouse dies before distributions are thereto, will not apply for the distribution calendar
required to begin to the surviving spouse under year 2009.
Section 4.03(B)(2)(a), this Section 4.03(D)(2) will
apply as ifthe surviving spouse were the Participant. (1) Special rule regarding waiver period. For
purposes of Code § 401(a)(9) and the provisions of
(E) Definitions the Plan relating thereto: (a) the required beginning
date with respect to any individual will be determined
(1) Designated Beneficiary. The individual without regard to this Article IV for purposes of
who is designated as the Beneficiary under the Plan applying Code § 401(a)(9) for distribution calendar
and is the designated beneficiary under Code years other than 2009; and (b) if the 5-year rule of
� §401(a)(9)and Treas. Reg. §1.401(a)(9)-1,Q&A-4. Code § 40](a)(9)(B)(ii) applies, the 5-year period
described therein shall be determined without regard
(2) Distribution calendar year. A distribution to calendar year 2009.
calendar year means a calendar year for which a
minimum distribution is required. For distributions (2) Eligible rollover distributions. If all or any
beginning before the ParticipanYs death, the first portion of a distribution during 2009 is treated as an
distribution calendar year is the calendar year eligible rollover distribution but would not be so
immediately preceding the calendar year which treated if the minimum distribution requirements
contains the ParticipanYs required beginning date. under Code § 401(a)(9) had applied during 2009,
For distributions beginning after the ParticipanYs then the Plan will not treat such distribution as an
death, the first distribution calendar year is the eligible rollover distribution for purposes of the direct
� calendar year in which the distributions are required rollover rules of Code § 401(a)(3l), the norice
to begin under Section 4.03(B)(2). The required requirements of Code §402(�, or the 20%
minimum distribution for the Participant's first withholding requirement of Code§3405(c).
distribution calendar year will be made on or before
� the Participant's required beginning date. The (3) Participant may elect. The Plan will permit
reGuired minimum distribution for other distribution an affected Participant to elect whether to receive
calendar years, including the required minimum his/her RMD distribution for 2009. If the Participant
distribution for the distribution cale�ndar year in fails to notify the Administrative Services Provider of
which the Participant's required b�ginning date his/her waiver,the Plan will distribute the 2009 RMD
occurs, will be made on or before December 31 of to the Participant.
that distribution calendar year.
4.04 DEATH BENEFITS. Upon the death of
(3) Life expectancy. Life expectancy as the Participant, the Administrative Services Provider
computed by use of the Single Life Table in Treas. must pay or direct the Trustee to pay the Participant's
Reg. §1.401(a)(9)-9. Account in accordance with Section 4.03. Subject to
Section 4.03, a Beneficiary may elect the timing and
(4) Participant's account balance. The method of payment in the same manner as a
account balance as of the last valuation date in the Participant may elect under Section 4.02, if such
calendar year immediately preceding the distribution elections apply.
calendar year (valuation calendar year) increased by
the amount of any contributions made and allocated In the case of a death occurring on or after
or forfeitures allocated to the account balance as of January 1, 2007, if a participant dies while
dates in the valuation calendar year after the performing qualified military service (as defined in
valuation date and decreased by disMbutions made in Code § 414(u)), the survivors of the Participant are
the valuation calendar year after the valuation date. entitled to any additional benefits (other than benefit
The account balance for the valuation calendar year accruals relating to the period of qualified military
includes any Rollover Contributions or Transfers to service) provided under the Plan as if the participant
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` had resumed and then terminated employment on not made or received an allocation of any Deferral
account of death. Contributions under the Plan during the two-year
period ending on the date of distribution; and (3) the
4.05 DISTRIBUTIONS PRIOR TO SEVER- Participant has not received a prior distribution under
ANCE FROM EMPLOYMENT. Notwithstanding this Section 4.05(B).
the Section 4.01 distribution restrictions, the Plan
permits the following in-service distributions in (C) Distribution of Rollover Contributions. A
accordance with this Section. Participant may request and receive distribution of
his/her Account attributable to Rollover
(A) Unforeseeable Emergency. In the event of a Contributions (but not to Transfers) before the
Participant's unforeseeable emergency, the Participant has a distributable event under Section
Administrative Services Provider may make a 4.01.
distribution to a Participant who has not incurred a
Severance from Employment. 4.06 DISTRIBUTIONS UNDER OUALIFIED
DOMESTIC RELATIONS ORDERS (ODROs�.
An unforeseeable emergency is a severe Notwithstanding any other provision of this Plan, the
financial hardship of a Participant or Beneficiary QDRO provisions will apply. The Administrative
resulting from: (1) illness or accident of the Services Provider (and any Trustee) must comply
Participant, the Participant's Beneficiary, or the with the terms of a QDRO, as defined in Code §
Participant's spouse or dependent(as defined in Code 414(p),which is issued with respect to the Plan.
§ 152, and, for taxable years beginning on or after
January l, 2005, without regard to Code § 152(b)(1), (A) Time and Method of Payment. This Plan
(b)(2), and (d)(1)(B)); (2) loss of the Participant's or specifically permits distribution to an alternate payee
Beneficiary's property due to casualty; (3) the need under a QDRO at any time, notwithstanding any
to pay for the funeral expenses of the Participant's contrary Plan provision and irrespective of whether
spouse or dependent (as defined in Code § 152, and, the Participant has attained his/her earliest retirement
for taxable years beginning on or after January 1, age (as defined under Code § 414(p)) under the Plan.
2005, without regard to Code § 152(b)(1), (b)(2), and Nothing in this Section 4.06 gives a Participant a
(d)(l)(B)); or (4) other similar extraordinary and right to receive distribution at a time the Plan
unforeseeable circumstances arising from events otherwise does not permit nor authorizes the alternate
beyond the Participant's or Beneficiary's control.The payee to receive a form of payment the Plan does not
Administrative Services Provider will not pay the permit.
Participant or the Beneficiary more than the amount
reasonably necessary to satisfy the emergency need, (B) QDRO Procedures. Upon receiving a domestic
which may include amounts necessary to pay taxes or relations order, the Administrative Services Provider
penalties on the distribution. The Administrative promptly will notify the Participant and any alternate
Services Provider will not make payment to the payee named in the order, in writing, of the receipt of
extent the Participant or Beneficiary may relicve the the order and the Plan's procedures for determining
financial hardship by cessation of deferrals under thc the qualificd status of the order. Within a reasonable
Plan, through insurance or other reimbursement, or period of time after receiving the domestic relarions
by liquidation of the individual's assets to the extent order, the Administrative Services Provider must
such liquidation would not cause severe financial determine the qualified status of the order and must
hardship. notify the Participant and each alternate payee, in
writing, of the Administrative Services Provider's
Thc ParticipanYs Beneficiary is a person who a determination. The Administrative Services Provider
Participant designates as a"primary beneficiary" and must provide notice under this paragraph by mailing
who is or may become entitled to a Participant's Plan to the individual's address specified in the domestic
account upon the Participant's death. relations order.
A ParticipanYs unforeseeable emergency event (C) Accounting. If any portion of the Participant's
includes a sevcre financial hardship of the Account Balance is payable under the domestic
participant's primary Beneficiary under the Plan, that relations order during the period the Administrative
would constitute an emergency event if it occurred Services Provider is making its determination of the
with respect to the participant's spouse or dependent qualified status of the dom�stic relations order, the
as defined under Code§ 152. Administrative Services Provider may maintain a
separate accounting of the amounts payable. If the
(B) De minimis distribution. A Participant may Administrative Services Provider determines the
elect to receive a distribution of his/her Account order is a QDRO within 18 months of the date
where: (1) the Participant's Account (disregarding amounts first are payable following reeeipt of the
Rollover Contributions) does not exceed $5,000 (or domestic relations order, the Administrative Services
such other amount as does not exceed the Code § Provider will distribute or will direct the Trustee to
411(a)(11)(A) dollar amount); (2) the Participant has distribute the payable amounts in accordance with the
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457 Governmental Plan and Trust
QDRO. If the Administrative Services Provider does thereunder, by a direct trustee-to-trustee transfer `
not make its determination of the qualified status of ("direct rollover"),may roll over all or any portion of
the order within the l8-month determination period, his/her distribution to an individual retirement
the Administrative Services Provider will distribute account the Beneficiary establishes for purposes of
or will direct the Trustee to distribute the payable receiving the distribution. In order to be able to roll
amounts in the manner the Plan would distribute if over the distribution, the distribution otherwise must
the order did not exist and will apply the order satisfy the definition of an eligible rollover
prospectively if the Administrative Services Provider distribution.
later determines the order is a QDRO.
� (1) Certain requirements not applicable.
To the extent it is not inconsistent with the Although a non-spouse Beneficiary may roll over
provisions of the QDRO,the Administrative Services directly a distribution, commencing with distributions
Provider may segregate or may direct the Trustee to after December 31, 2009, the distribution will be
segregate the QDRO amount in a segregated subj ect to the direct rollover requirements of Code §
� investment account. The Administrative Services 401(a)(31) (including the automatic rollover
Provider or Trustee will make any payments or provisions of Code § 401(a)(31)(B)), the notice
distributions required under this Section 4.06 by requirements of Code § 402(fl and the mandatory
separate benefit checks or other separate distribution withholding requirements of Code § 3405(c). If a
to the alternate payee(s). non-spouse Beneficiary receives a distribution from
the Plan,the distribution is not eligible for a"60-day"
(D) Permissible QDROs. A domestic relations order rollover.
that otherwise satisfies the requirements for a
qualified domestic relations order("QDRO") will not (2) Trust Bene6ciary. If the participant's
fail to be a QDRO: (i) solely because the order is named Beneficiary is a trust, the Plan may make a
issued after, or revises, another domestic relations direct rollover to an individual retirement account on
� order or QDRO; ar (ii) solely because of the time at behalf of the trust, provided the trust satisfies the
, which the order is issued, including issuance after the requirements to be a designated beneficiary within
annuity starting date or after the participant's death. the meaning of Code§401(a)(9)(E).
4.07 DIRECT ROLLOVER OF ELIGIBLE (3) Required minimum distributions not
ROLLOVER DISTRIBUTIONS — GOVERN- eligible for rollover. A non-spouse Beneficiary may
MENTAL PLAN. not roll over an amount which is a required minimum
distribution, as determined under applicable Treasury
� (A) Participant Election. A Participant (including regularions and other Revenue Service guidance. If
for this purpose, a former Employee) may elect, at the participant dies before his/her required beginning
the time and in the manner the Administrative date and the non-spouse Beneficiary rolls over to an
Services Provider prescribes, to have any portion of IRA the maximum amount eligible for rollover, the
hislher eligible rollover distribution from the Plan Beneficiary may elect to use either the 5-year rule or
� paid directly to an eligible rerirement plan specified the life expectancy rule, pursuant to Treas. Reg. §
� by the Participant in a direct rollover election. For 1.401(a)(9)-3, A-4(c), in determining the required
purposes of this election, a "Participant" includes as minimum distributions from the IRA that receives the
to their respective interests, a Participant's surviving non-spouse Beneficiary's distribution.
spouse and the Participant's spouse or former spouse
who is an alternate payee under a QDRO. (D) Definitions. The following definitions apply to
this Section:
� (B) Rollover and Withholding Notice. At least 30
� days and not more than 180 days priar to the (l) Eligible rollover distribution. An eligible
Trustee's distribution of an eligible rollover rollover distribution is any distribution of all or any
distribution, the Administrative Services Provider portion of a Participant's Account, except an eligible
� must provide a written notice (including a summary rollover distribution does not include: (a) any
notice as permitted under applicable Treasury distribution which is one of a series of substantially
regulations) explaining to the distributee the rollover equal periodic payments (not less frequently than
option, the applicability of mandatory 20% federal annually) made for the life(or life expectancy) of the
withholding to any amount not directly rolled over, Participant or the joint lives (or joint life
�� and the recipienYs right to roll over within 60 days expectancies) of the Participant and the Participant's
after the date of receipt of the distribution ("rollover designated Beneficiary, or for a specified period of
� notice"). ten years or more; (b) any Code § 401(a)(9) required
� minimum distribution; (c) any unforeseeable
(C) Non-spouse Bene6ciary rollover right. A non- emergency distribution; and (d) any distribution
spouse Beneficiary who is a"designated beneficiary" which otherwise would be an eligible rollover
under Code § 401(a)(9)(E) and the regulations
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' distribution, but where the total distributions to the (l) Eligible retired public safety officer. An
Participant during that calendar year are reasonably "Eligible Retired Public Safety Officer" is an
expected to be less than$200. individual who, by reason of disability or attainment
of normal retirement age, has experienced a
(2) Eligible retirement plan. An eligible Severance from Employment as a Public Safety
retirement plan is an individual retirement account Officer with the Employer.
described in Code § 408(a), an individual retirement
annuity described in Code § 408(b), an annuity plan (2) Public safety officer. A "Public Safety
described in Code § 403(a), a qualified plan O�cer" has the same meaning as in § 1204(9)(A) of
describcd in Code § 401(a), an annuity contract (or the Omnibus Crime Control and Safe Streets Act of
custodial agreement) described in Code § 403(b), or 1968(42 U.S.C. § 3796b(9)(A)).
an eligible deferred compensation plan described in
Code § 457(b) and maintained by an Employer (3) Qualified health insurance premiums. The
described in Code § 457(e)(1)(A), which accepts the term "qualified health insurance premiums" means
Participant's, the Participant's spouse or alternate premiums far coverage for the Eligible Retired Public
payee's eligible rollover distribution. For Safety Of�icer, his/her spouse, and dependents, by an
distributions made after December 31, 2007, a accident or health plan or qualified long-term care
Participant or Beneficiary may elect to roll over insurance contract(as defined in Code§7702B(b)).
directly an eligible rollover distribution to a Roth
IRA described in Code§408A(b). ARTICLE V
ADMINISTRATIVE SERVICES PROVIDER-
(3) Direct rollover. A direct rollover is a DUTIES
payment by the Plan to the eligible retirement plan
specificd by the distributee. 5.01 TERM / VACANCY. The Administrative
Services Provider will serve until his/her successor is
(4) Mandatory distribution. The appointed. In case the Employer has not appointed a
Administrative Services Provider is directed to make successor Administrativc Services Provider, the
a mandatory distribution, which is an eligible rollover Employer will exercise any and all duties of the
distriburion, without the Participant's consent Administrative Services Provider pending the filling
provided that the Participant's Account is less than of the vacancy.
$1,000. A distribution to a Beneficiary is not a
mandatory distribution. 5.02 DUTIES. The Administrative Services
Provider will have the following duties:
(5) 401(a)(3l)(B) Effective Date. The §
401(a)(31)(B) Effective Date is the date of the close (a) To create administrative forms necessary
of the first regular legislative session of the for the proper and efficient administration of
legislative body with the authority to amend the Plan the Plan provided the forms are not
that begins on or after January 1,2006. inconsistent with the terms of the Plan;
4.08 ELECTION TO DEDUCT FROM (b) To enforce the terms of the Plan and its
DISTRIBUTION. For distributions in taxable years procedures, including this document and such
beginning after December 31, 2006, an Eligible other documents related to the Plan's
Retired Public Safety Officer may elect annually for operation;
that taxable year to have the Plan deduct an amount
from a distribution which the Eligible Retired Public (c) To make, at the direction of the
Safety Officer otherwise would receive and include Participant or Beneficiary or pursuant to
in income. The plan will pay such deducted amounts Section 4.07(D)(4), distributions of an
directly to the provider as described in Section Account;
4.08(A).
(d) To review in accardance with the Plan's
(A) Direct payment. The Plan will pay directly to procedures respecting a claim for (or denial of
the provider of the accident or health insurance plan a claim for)a benefit under the Plan;
or qualified long-term care insurance contract the
amounts the Eligible Retired Public Safety Officer (e) To furnish the Employer with information
has elected to have deducted from the distribution. which the Employer may require far tax or
Such amounts may not excced the lesser of$3,000 or other purposes;
the amount the Participant paid for such taxable year
for qualified healthcare premiums, and which (� To make distributions on account of
otherwise complies with Code § 402(1). unforeseeable emergency in accordance with
the Plan's procedures;
(B) Definitions.
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457 Governmental Plan and Trust
(g) To accept Deferral Contributions, 5.06 ALLOCATION OF NET INCOME, GAIN '
Employer Contributions, and Rollover OR LOSS. As of each Accounting Date (and each
Contributions; other valuation date determined under Section 5.04),
the Administrative Services Provider will adjust
(h) To accept Transfers; Accounts to reflect net income, gain or loss, if any,
since the last Accounting Date or Account valuation.
(i) To accept Participant or, in the case of a The Administrative Services Provider will continue
deceased Participant, Beneficiary direction of to allocate net income,gain and loss to a Participant's
investment; Account subject to an installment distribution, until
the Account is fully disMbuted.
(j) To comply with any reporting and
� disclosure rules applicable to the Plan; 5.07 ACCOUNT CHARGED The
Administrative Services Provider will charge all
� (k) To make loans to Participants if elected by distributions made to a Participant or to his/her
the Employer; Beneficiary, or transferred under Section 9.03 from
his/her Account, against the Account of the
(1) To appoint agents to act for and in Participant when made.
performing its third party administrative
services to the Plan;and 5.08 PARTICIPANT DIRECTION OF
INVESTMENT. Subject to the terms and conditions
(m) To undertake any other action the required by the Administrative Services Provider and
Administrative Services Provider deems the Trustee,if any, a Participant will have the right to
reasonable or necessary to provide third party direct the investment or re-investment of the assets
administrative services to the Plan. comprising the ParticipanYs Account. The
Administrative Services Provider will account
5.03 LOANS TO PARTICIPANTS. The separately for the Participant-directed Accounts. The
Employer may elect to permit the Administrative Participant's right to direct investment does not give
Services Provider and/or Trustee to make Plan ]oans the Participant any vested interest or secured or
to Participants by executing a participant loan preferred position with respect to assets over which
program document with the Administrative Services he/she has investment responsibility.
� Provider. Any loan by the Plan to a Participant shall
be made in compliance with Code § 72(p). If Plan 5. 09 VESTING / SUBSTANTIAL RISK OF
� loans are permitted, the Administrative Services FORFEITURE. Each Participant's Account will be
Provider, with the approval and direction of the immediately 100%vested.
Employer, may establish, amend or terminate from
� time to time, nondiscriminatory administrative S.10 PRESERVATION OF ELIGIBLE PLAN
procedures for administering loans. Such loan STATLJS. The Employer may take any such
procedures must be a written document and must necessary and appropriate action to preserve the
� include: (1)the procedure for applying for a loan; (2) status of the Plan as an Eligible 457 Plan.
� the criteria for approving or denying a loan; (3) the
limitations, if any,.on the types and amounts of loans S.l 1 LIMITED LIABILITY. The Employer
available; and (4) the events constituting default and will not be liable to pay plan benefits to a Participant
the steps the Plan will take to preserve Plan assets in in excess of the value of the Participant's Account as
the event of default. Any administrative procedures the Administrative Services Provider determines in
adopted under this Section 5.03 shall be construed as accordance with the Plan terms. The Employer, the
part of the Plan. Administrative Services Provider, or the Trustee will
not be liable for losses arising from depreciation or
5.04 INDNIDUAL ACCOUNTS / RECORDS. shrinkage in the value of any investments acquired
The Administrative Services Provider will maintain a under this Plan.
separate Account in the name of each Participant to
reflect the value of the Participant's Deferred 5.12 LOST PARTICIPANTS. If the
Compensation under the Plan. Administrative Services Provider is unable to locate
any Participant or Beneficiary whose Account
5.05 VALUE OF PARTICIPANT'S becomes distributable (a "lost Participant"), the
ACCOUNT. The value of each Participant's Account Administrative Services Provider will apply the
consists of his/her accumulated Deferred provisions of this Section 5.12.
Compensation, as of the most recent Accounting
Date or any later date as the Administrative Services (A) Attempt to Locate.The Administrative Services
Provider may determine. Provider will attempt to locate a lost Participant and
may use one or more of the following methods: (1)
provide a distribution notice to the lost Participant at
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' his/her last known address by certified or registered Administrative Services Provider or Trustee will pay
mail;(2) use the IRS letter forwarding program under the Participant's Account (including any life
Rev. Proc. 94-22; (3) use a commercial locator insurance proceeds payable to the Participant's
service, the internet or other general search method; Account) in the event of death. A Participant also
(4) use the Social Security Administration or PBGC may designate the method of payment of his/her
search program; or(5) use such other methods as the Account. The Administrative Services Provider will
Administrative Services Provider believes prudent. prescribe the form for the Participant's written
designation of Beneficiary and,upon the Participant's
(B) Failure to Locate. If a lost Participant is not filing the form with the Administrative Services
located after 6 months following the date the Provider,the form revokes all designations filed prior
Administrative Services Provider first attempts to to that date by the same Participant. Provided the
]ocate the lost Participant using one or more of the Administrative Services Provider has been provided
methods described in Section 5.12(A), the reasonable notice thereof; a divorce decree, or a
Administrative Services Provider may employ the decree of legal separation, revokes the ParticipanYs
unclaimed property processes of the state of the lost designation, if any, of his/her spouse as his/her
Participant's last known address. Neither the Beneficiary under the Plan unless: (a)the decree or a
Administrative Services Provider nor the Trustee QDRO provides otherwise; or (b) thc Participant has
shall be responsible for restoring the Account re-designated his/her former spouse as Beneficiary
(including potential gains) if a lost Participant whose following the date of the divorce decree, or other
Account was deposited with a state later makes a decree of legal separation. The foregoing revocation
claim for his/her Account. provision (if applicable) applies only with respect to
a Participant whose divorce or legal separation
(C) Nonexclusivity and Uniformity. The provisions becomes effectivc on or following the date the
of this Section 5.12 are intended to provide Employer executes the Plan.
permissible but not exclusive means for the
Administrative Services Provider to administer the 6.02 NO BENEFICfARY DESIGNATION.
Accounts of lost Participants. The Administrative lf a Participant fails to name a Beneficiary in
Services Provider may utilize any other reasonable accordance with Section 6.01, or if the Beneficiary
method to locatc lost Participants and to administer named by a Participant predeceases the Participant,
the Accounts of lost Participants, including such then the Administrative Services Provider will pay
methods as the Revenue Serviee or other regulatory the Participant's remaining Account to the
agency may in the future specify. The Administrative Participant's estate.
Services Provider will apply Section 5.12 in a
reasonable manner, but may in determining a specific If the Beneficiary survives the Participant, but
course of action as to a particular Account, dies prior to distribution of the Participant's enrire
reasonably take into account differing circumstances Account, the Trustee will pay the remaining Account
such as the amount of a lost Participant's Account, to the Beneficiary's estate unless: (1) the
the expense in attempting to locate a lost Participant, ParticipanYs Beneficiary designation provides
the Administrative Services Provider's ability to otherwise; or (2) the Beneficiary has properly
establish and thc expense of establishing a rollover designated a Beneficiary. A Beneficiary only may
IRA, and other factors. The Administrative Services designate a Beneficiary for the Participant's Account
Provider may charge to the Account of a lost Balance remaining at the Beneficiary's death, and the
Participant the reasonable expenses incurred under Beneficiary's designation otherwise complies with
this Section 5.12 and which are associated with the the Plan terms. The Administrative Services
lost Participant's Account. Provider will direct a Trustee if applicable as to the
method and to whom the Trustee will make payment
5.13 PLAN CORRECTION. The under this Section 6.02.
Administrative Services Provider, as directed by the
Employer, may undertake such correction of Plan 6.03 PARTICIPATION AGREEMENT.
errors as the Employer deems necessary, including
but not limited to correction to maintain the Plan's (A) Ceneral. A Participant must elect to make
status as an "eligible deferred compensation plan" Salary Reduction Contributions on a Participation
under the Code. Agreement form the Administrative Services
Provider provides for this purposc. The Participation
ARTICLE VI Agreement must be consistent with the procedures of
PARTICIPANT ADM[NISTRATIVE the Administrative Services Provider. The
PROVISIONS Participation Agreement may impose such other
terms and limitations as the Employer or
6.O1 BENEFICIARY DESIGNATION. A Administrative Services Provider may determine.
Participant from time to time may designate, in
writing, any person(s) (including a trust or other (B) Election Timing. A Participation Agreement
entity), contingently or successively, to whom the may not take effect earlier than the first day of the
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457 Governmental Plan and Trust
calendar month following the date the Participant shown on the records of the Employer, binds the �
executes the Participation Agreement and as to Participant, or Beneficiary, for all purposes of this
Compensation paid or made available in such Plan.
calendar month. However, if an Employee is eligible
to become a Participant during the Employee's 6.06 PARTICIPANT OR BENEFICIARY IN-
calendar month of hire, the Employee may execute a CAPACITATED. If evidence is submitted to the
Participation Agreement on or before the date he/she Administrative Services Provider which supports an
becomes an Employee, effective for the month in opinion that a Participant or Beneficiary entitled to a
which he/she becomes an Employee. Plan distribution is not able to care for his/her affairs
because of a mental condition, a physical condition,
(C) Sick, Vacation and Back Pay. If the Employer or by reason of age, the Administrative Services
adopts a policy that permits Participants to make Provider or the Trustee may make the distribution to
Salary Reduction Contributions from accumulated the Participant's or Beneficiary's guardian,
sick pay, from accumulated vacation pay or from conservator, trustee, custodian (including under a
back pay, a Participant who will incur a Severance Uniform Transfers or Gifts to Minors Act) or to
from Employment may execute a Participation his/her attorney-in-fact or to other legal
Agreement before such amounts are paid or made representative upon furnishing evidence of such
available provided:(i)such amounts are paid or made status satisfactary to the Administrative Services
available before the Participant incurs the Severance; Provider and to the Trustee. The Administrative
and(ii)the Participant is an Employee in that month. Services Provider and the Trustee do not have any
liability with respect to payments so made and
(D) Modification of Participation Agreement. A neither the Administrative Services Provider nor the
Participation Agreement remains in effect until a Trustee has any duty to make inquiry as to the
Participant modifies it or ceases to be eligibie to competence of any person entitled to receive
participate in the Plan. A Participant may modify payments under the Plan.
his/her Participation Agreement by executing a new
Participation Agreement. Any modification will ARTICLE VII
become effective no earlier than the beginning of the MISCELLANEOUS
calendar month commencing after the date the
Participant executes the new Participation 7.01 NO ASSIGNMENT OR ALIENATION. A
Agreement. Filing a new Participation Agreement Participant or Beneficiary does not have the right to
will revoke all Participation Agreements filed prior to commute, sell, assign, pledge, transfer or otherwise
that date. The Employer or Administrative Services convey or encumber the right to receive any
Provider may restrict the Participant's right to modify payments under the Plan or Trust and the
his/her Participation Agreement in any Taxable Year. Administrative Services Provider and the Trustee will
not recognize any such anticipation, assignment, or
6.04 PERSONAL DATA TO ADMW- alienation. The payments and the rights under this
ISTRATNE SERVICES PROVIDER. Each Plan are non-assignable and nontransferable. Subject
Participant and each Beneficiary of a deceased to Section 8.15, a Participant's or Beneficiary's
Participant must furnish to the Administrative interest in the Trust is not subject to attachment,
Services Provider such evidence, data or information garnishment, levy, execution or other legal or
as the Administrative Services Provider considers equitable process.
necessary or desirable for the purpose of
administering the Plan. The provisions of this Plan 7.02 EFFECT ON OTHER PLANS. This Plan
are effective for the benefit of each Participant upon does not affect benefits under any other retirement,
�� the condirion precedent that each Participant will pension, or benefit plan or system established for the
furnish promptly full, true and complete evidence, benefit of the Employer's Empioyees, and
data and information when requested by the participation under this Plan does not affect benefits
Administrative Services Provider, provided the receivable under any such plan or system, except to
Administrative Services Provider advises each the extent provided in such plan or system.
Participant of the effect of his failure to comply with
its request. 7.03 WORD USAGE. Words used in the
� masculine will apply to the feminine where
6.05 ADDRESS FOR NOTIFICATION. Each applicable, and wherever the context of the Plan
Participant and each Beneficiary of a deceased dictates,the plural will be read as the singular and the
Participant must file with the Administrative Services singular as the plural.
� Provider from time to time, in writing, his/her
address and any change of address. Any 7.04 STATE LAW. The laws of the state of the
communication, statement or notice addressed to a Employer's principal place of business will
Participant, or Beneficiary, at his/her last address determine all questions arising with respect to the
filed with the Administrative Services Provider, or as
�O Copyright 2010 SunGard NRN-0389A0.3 03/2014 ]/10
15
457 Governmental Plan and Trust
� provisions of this Prototype Plan, except to the extent
Federal law supersedes State law.
ARTICLE VIII
7.05 EMPLOYMENT NOT GUARANTEED. TRUST PROVISIONS
Nothing contained in this Plan, or any
modification or amendment to the Plan, or in the 8.01 APPLICATION. The provisions of
creation of any Account, or the payment of any this Article VIII apply only if the Employer has not
benefit, gives any Employee, Participant or elected to substitute another trust, custodial accounts
Beneficiary any right to continue employment, any or annuity contracts in lieu of the Trust established
legal or equitable right against the Employer, the under this Article VIII.
Administrative Services Provider, the Trustee, any
other Employee of the Employer, or any agents 8.02 ACCEPTANCE / HOLDWG. The
thereof except as expressly provided by the Plan. Trustee accepts the Trust created under the Plan and
agrees to perform the duties and obligations imposed.
7.06 NOTICE, DESIGNATION. ELECTION, The Trustee must hold in trust under this Article VIII,
CONSENT AND WAIVER. All notices under the all Deferred Compensation until paid in accordance
Plan and all Participant or Beneficiary designations, with the Plan terms.
elections, consents or waivers must be in writing and
made in a form acceptable to the Administrative 8.03 RECEIPT OF CONTRIBUTIONS. The
Services Provider. To the extent permitted by Trustee is accountable to the Employer for the funds
Treasury regulations or other applicable guidance, contributed to it by the Employer or the
any Plan notice, election, consent or waiver may be Administrative Services Provider, but the Trustee
transmitted electronically. Any person entitled to does not have any duty to see that the contributions
notice under the Plan may waive the notice or shorten received comply with the provisions of the Plan.
the notice period except as otherwise required by the
Code. 8.04 FULL INVESTMENT POWERS. The
Trustee is authorized and empowered,but not by way
7.07 LIMITATIONS ON TRANSFERS AND of limitation, Yo exercise and perform the following
EXCHANGES. The Employer and the duties:
Administrative Services Provider may adopt
procedures to govern Participant elections and (a) To invest any part or all of the Trust in
directions concerning a Participant's, Beneficiary's, any common or preferred stocks, open-end or closed-
or A1tErnate Payee's investment specifications and end mutual funds, put and call options traded on a
may impose lirr�itations on transfers and exchanges national exchange, United States rerirement plan
from one investment option with the Plan to another. bonds, corporate bonds, debentures, convertible
These procedures shall be in addition to any debentures, commercial paper, U. S. Treasury bills,
established by investment providers to the Plan. The U. S. Treasury notes and other direct or indirect
Employer and the Administrative Services Provider obligations of the United States Government or its
may decline to implement any investment agencies, improved or unimproved real estate situated
instructions for a Participant, Beneficiary, or in the United States, limited partnerships, insurance
Alternate Payee where either deems appropriate. contracts of any type, mortgages, notes or other
property of any kind, real or personal, and to buy or
7.08 EMPLOYER RESPONSIBILITY FOR sell options on common stock on a nationally
D[STRIBUTION OF PLAN RELATED recognized options exchange with or without holding
INFORMATION. The Employer will distribute all the underlying common stock, as a prudent person
Plan related amendments, restated plan documents, would do under like circumstances. Any investment
and deferred compensation plan tax related made ar retained by the Trustee in good faith will be
documentation to the Administrative Service proper but must be of a kind constituting a
Providers when there are multiple Administrative diversification considered by law suitable for trust
Service Providers of the Plan. investments;
7.09 USE OF PLAN ASSETS THAT ARE (b) To retain in cash so much of the Trust as
NOT ATTRIBUTABLE TO AN ACCOUNT. If the it may deem advisable to satisfy liquidity needs of the
Plan receives money that is not attributable to an Plan and to deposit any cash held in the Trust in a
Account, then the Employer will direct the bank account at reasonable interest;
Administrative Services Provider as to the use of
these amounts. Examples include,but are not limited (c) To invest, if the Trustee is a bank or
to, money received by the Plan as part of a similar financial institution supervised by the United
settlement, litigation award or fee reimbursement. States or by a State, in any type of deposit of the
The Employer may use these amounts to offset Plan Trustee (or a bank related to the Trustee within the
expenses or may allocate these amounts to meaning of Code §414(b)) at a rcasonable rate of
Participants or as it deems appropriate interest or in a common trust fund as described in
16 1/10 NRN-0389A0.3 03/2014
457 Governmental Plan and Trust
Code §584, or in a collective investment fund, the advantageous management, investment and '
provisions of which the Trust incorporates by this distribution of the Trust;
reference, which the Trustee (or its affiliate, as
defined in Code §1504)maintains exclusively for the (1) To retain any funds or property subject to
collective investment of money contributed by the any dispute without liability for the payment of
bank (or its affiliate) in its capacity as Trustee and interest, and to decline to make payment or delivery
which conforms to the rules of the Comptroller of the of the funds or property until a court of competent
Currency; jurisdiction makes a final adjudication;
(d) To manage, sell, contract to sell, grant (m) To file all tax returns required of the �
options to purchase, convey, exchange, transfer, Trustee;
abandon, improve, repair, insure, ]ease for any term
even though commencing in the future or extending (n) To furnish to the Employer and the
beyond the term of the Trust,and otherwise deai with Administrative Services Provider an annual statement
all property, real or personal, in such manner, for of account showing the condition of the Trust and all
such considerations and on such terms and conditions investments, receipts, disbursements and other
as the Trustee decides; transactions effected by the Trustee during the Plan
Year covered by the statement and also stating the
(e) To credit and distribute the Trust as assets of the Trust held at the end of the Plan Year,
directed by the Administrative Services Provider of which accounts will be conclusive on all persons,
the Plan. The Trustee will not be obliged to inquire as including the Employer and the Administrative
to whether any payee or distributee is entitled to any Services Provider, except as to any act or transaction
payment or whether the distribution is proper or concerning which the Employer or the
within the terms of the Plan, ar as to the manner of Administrative Services Provider files with the
making any payment or distribution. The Trustee will Trustee written exceptions or objections within 90
be accountable only to the Administrative Services days after the receipt of the accounts; and
Provider for any payment or distribution made by it
in good faith on the order or direction of the (o) To begin, maintain or defend any
Administrative Services Provider; litigation necessary in connection with the
administration of the Trust, except that the Trustee
(� To borrow money, to assume will not be obliged or required to do so unless
indebtedness, extend mortgages and encumber by
mortgage or pledge; 8.05 RECORDS AND STATEMENTS. The
records of the Trustee pertaining to the Trust will be
(g) To compromise, contest, arbitrate or open to the inspection of the Employer at all
abandon claims and demands; reasonable times and may be audited from time to
time by any person or persons as the Employer may
(h) To have with respect to the Trust all of specify in writing. The Trustee will furnish the
the rights of an individual owner,including the power Administrative Services Provider whatever
to exercise any and all voting rights associated with information relating to the Trust the Administrative
Trust assets, to give proxies, to participate in any Services Provider considers necessary.
� voting trusts, mergers, consolidations or liquidations,
to tender shares and to exercise or sell stock 8.06 FEES AND EXPENSES FROM FUND.
subscriptions or conversion rights; The Trustee will receive reasonable annual
compensation in accordance with its fee schedule as
(i) To lease for oil, gas and other mineral published from time to time. The Trustee will pay
purposes and to create mineral severances by grant or from the Trust all fees and expenses the Trustee
reservation; to pool or unitize interest in oil, gas and reasonably incurs in its administration of the Trust,
other minerals; and to enter into operating unless the Employer pays the fees and expenses.
agreements and to execute division and transfer
orders; 8.07 PROFESSIONAL AGENTS. The Trustee
may employ and pay from the Trust reasonable
(j) To hold any securities ar other property compensation to agents, attorneys, accountants and
in the name of the Trustee or its nominee, with other persons to advise the Trustee as in its opinion
depositories or agent depositories or in another form may be necessary. The Trustee may delegate to any
as it may deem best, with or without disclosing the agent, attorney, accountant or other person selected
� trust relationship; by it any non-Trustee power or duty vested in it by
the Trust, and the Trustee may act or refrain from
(k) To perform any and all other acts in its acting on the advice or opinion of any agent,
judgment necessary or appropriate for the proper and attorney,accountant or other person so selected.
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457 Governmental Plan and Trust
8.08 DISTRIBUTION OF CASH OR
PROPERTY. The Trustee may make distribution 8.12 PARTICIPANT DIRECTION OF
under the Plan in cash or property, or partly in each, INVESTMENT. Consistent with the Administrative
at its fair market value as determined by the Trustee. Services Provider's policy adopted under Section
5.02(i), the Trustee may consent in writing to permit
8.09 RESIGNATION AND REMOVAL. The Participants in the Plan to direct the investment to the
Trustce or the Custodian may resign its position by Trust assets. The Administrative Services Provider
giving written notice to the Employer and to the will advise the Trustee of the portion of the Trust
Administrative Services Provider. The Trustee's credited to each Participant's Account under the Plan,
notice must specify the effective date of the Trustee's and subject to such Participant direction. As a
resignation, which date must be at least 30 days condition of Participant direction, the Trustee may
following the date of the Trustee's notice, unless the impose such conditions, limitations and other
Employer consents in writing to shorter notice. provisions as the Trustee may deem appropriate and
as are consistent with the Administrative Services
The Employer may remove a Trustee or a Provider's policy. The Trustee will report to the
Custodian by giving written notice to the affected Administrative Services Provider the net income,
party. The Employer's notice must specify the gain or losses incurred by each Participant directed
effective date of removal which date must be at least Account separately from the net income, gain or
30 days following the date of the Employer's notice, losses incurred by the general Trust during the Trust
except where the Employer reasonably determines a Year.
shorter notice period or immediate removal is
necessary to protect Plan assets. 8.13 THIRD PARTY RELIANCE. No person
dealing with the Trustee will be obliged to see to the
8.10 SUCCESSOR TRUSTEE. proper application of any money paid or property
delivered to the Trustee, or to inquire whether the
(A) Appointment. In the event of the resignation or Trustee has acted pursuant to any of the terms of the
the removal of a Trustee, where no other Trustee Trust. Each person dealing with the Trustee may act
continues to service, the Employer must appoint a upon any notice, request or representation in writing
successor Trustee if it intends to continue the Plan. If by the Trustee, or by the Trustee's duly authorized
two or more persons hold the position of Trustee, in agent, and will not be liable to any person
the event of the removal of one such person, during whomsoever in so doing. The certificate of the
any period the selection of a replacement is pending, Trustee that it is acting in accordance with the Trust
or during any period such person is unable to serve will be conclusive in favor of any person relying on
for any reason, the remaining person or persons will the certificate.
act as the Trustee. If the Employer fails to appoint a
successor Trustee as of the effective date of the 8.14 INVALIDITY OF ANY TRUST
Trustee resignation or removal and no other Trustee PROVISION. If any clause or provision of this
remains, the Trustee will treat the Employer as Article VIII proves to be or is adjudged to be invalid
having appointed itself as Trustee and as having filed or void for any reason, such void or invalid clause or
the Employer's acceptance of appointment as provision will not affect any of the other provisions
successor Trustee with the former Trustee. of this Article V[II and the balance of the Trust
provisions will remain operative.
(B) Automatic Successor. Any corporation which
succeeds to the trust business of the Trustee, or 8.15 EXCLUSIVE BENEFIT. The Trustee will
results from any merger or consolidation to which the hold all the assets of the Trust for the exclusive
Trustee is a party, or is the transferee of substantially benefit of the Participants and their Beneficiaries and
all the Trustee's assets, will be the successor to the neither the Employer nor the Trustee will use or
Trustee under this Trust. The successor Trustee will divert any part of the corpus or income of the Trust
possess all rights, duties and powers under this Trust for purposes other than the exclusive benefit of the
as if the successor Trustee were the original Trustee. Participants and Bene�ciaries of the Plan. The
Neither the Trustee nor the successor Trustee need Employer will not have any right to the assets held by
providc notice to any interested person of any the Trustee and the Trust assets will not be subject to
transaction resulting in a successor Trustee. The the claims of the Employer's creditors or, except as
successor Trustee need not file or execute any provided in Section 4.06, of the creditors of any
additiona] instrument or perform any additional act to Participant or Beneficiary. No Participant or
become successor Trustee. Beneflciary shall have any right to sell, assign,
transfer or otherwise convey his/her Account or any
8.11 VALUATION OF TRUST. Thc Trustce interest in his/her Deferred Compensation.
will value the Trust as of each Accounting Date to Notwithstanding the foregoing, the Administrative
determine the fair market value of the Trust assets. Services Provider may pay from a Participant's or
The Trustee will value the Trust on such other date(s) Beneficiary's Account the amount the Administrative
the Administrarive Services Provider may direct. Services Provider finds is lawfully demanded under a
�g ���� NRN-0389A0.3 03/2014
457 Governmental Plan and Trust
levy issued by the Internal Revenue Service with amendment that affects the rights, duties or
respect to that Participant or Beneficiary or is sought responsibilities of the Trustee or the Administrative
to be collected by the United States Government Services Provider without the written consent of the
under a judgment resulting from an unpaid tax affected Trustee or the Administrative Services
assessment against the Participant or Beneficiary. Provider.
The Trust created under the Employer's Plan is
irrevocable and its assets will not inure to the benefit The Employer will accept amendments from
of the Employer. the Administrative Services Provider (including
adoption of a substitute Plan and Trust)without being
8.16 SUBSTITUTION OF CUSTODIAL required to re-execute the Plan, provided that the
ACCO[JNT OR ANNUITY CONTRACT. The amendments are necessary to continue the Plan as an
Employer may elect to use one or more custodial Eligible 457 Plan.
accounts or annuity contracts in lieu of or in addition
to the Trust established in this Article VIII. Any such 9A2 TERMINATION / FREEZING OF
custodial account or annuity contract must satisfy the PLAN. The Employer has the right, at any time, to
requirements of Code §457(g)(3) and applicable terminate this Plan or to cease (freeze) further
Treasury regulations. Defenal Contributions to the Plan. Upon termination
or freezing of the Plan, the provisions of the Plan
8.17 GROUP TRUST AUTHORITY. Not- (other than provisions permitting continued Deferral
withstanding any contrary provision in this Plan, the ConMbutions) remain operative until distribution of
Trustee may, unless resMcted in writing by the all Accounts. Upon Plan termination, the
Administrative Services Provider, transfer assets of Administrative Services Provider or Trustee shall
the plan to a group trust that is operated or distribute to Participants and Beneficiaries all
maintained exclusively for the commingling and Deferred Compensation as soon as is reasonably
collective investment of monies provided that the practicable following termination.
funds in the group trust consist exclusively of trust
assets held under plans qualified under Code section 9.03 TRANSFERS. The Plan: (a) may accept
401(a), individual retirement accounts that are a Transfer of a Participant's Account in another
exempt under Code section 408(e), and eligible employer's Eligible 457 Plan; or (b) may Transfer a
governmental plans that meets the requirements of Participant's (or Beneficiary's) Account in this Plan
Code section 457(b). For this purpose, a trust to the another employer's Eligible 457 Plan. The
� includes a custodial account that is treated as a trust other plan involved in the Transfer must provide for
under Code section 401(fl or under Code section Transfers. The Participant or Beneficiary, after the
� 457(g)(3). For purposes of valuation, the value of the Transfer will have Deferred Compensation in the
interest maintained by the Plan in such group trust recipient plan at least equal to his/her Deferred
shall be the fair market value of the portion of the Compensation in the transfening plan immediately
group trust held for Plan, determined in accordance before the Transfer. Any Transfer also must comply
with generally recognized valuation procedures. with applicable Treasury regulations, and in
� particular Treas. Reg. §§1.457-10(b)(2) as to post-
ARTICLE IX severance transfers between Eligible 457 Plans;
� � AMENDMENT,TERMI1vATION,TRANSFERS 1.457-10(b)(3) as to transfers of all assets between
� Eligible 457 Plans; and 1.457-10(b)(4) as to transfers
9.01 AMENDMENT BY EMPLOYER / between Eligible 457 Plans of the same Employer.
� SPONSOR. The Employer has the right at any time The Administrative Services Provider will credit any
and from time to time: Transfer accepted under this Section 9.03 to the
- Participant's Account and will treat the transferred
(a) To amend this Plan and Tn►st Agreement in amount as a Deferral Contribution for all purposes of
any manner it deems necessary or advisable in order this Plan except such Transfer will not be treated as a
to continue the status of this Plan as an Eligible 457 Deferral Contribution subject to the limitations of
Plan; and Article III. The Plan's Transfer of any Participant's
or Beneficiary's Account under this Section 9.03
(b) To amend this Plan and Trust Agreement in completely discharges the Employer, the
any other manner, including deletion, substitution or Administrative Services Provider,the Trustee and the
modification of any Plan or Trust. Plan from any liability to the Participant or
Beneficiary for any Plan benefits.
The Employer must make all amendments in
writing. The Employer may amend the Plan by 9.04 PURCHASE OF PERMISSIVE
addenda, by separate amendment, or by restatement SERVICE CREDIT. A Participant,prior to otherwise
of the Plan. Each amendment must state the date to incurring a distributable event under Article IV, may
which it is either retroactively or prospectively direct the Trustee to transfer (as of January l, 2002,
� effective. The Employer also may not make any or later) all or a portion of his/her Account to a
�O Copyright 2010 SunGard NRN-0389A0.3 03/2014 t/10
19
457 Governmental Plan and Trust
govcrnmental defined benefit plan (under Code service credited under the plan (or under another
§414(d)) for: (a) the purchase of permissive service govcrnmental plan within the same State) to which
credit (under Code §415(n)(3)(A)) under such plan, Code §415 does not apply by reason of Code
or (b) the repayment of contributions and earnings §415(k)(3).
previously refunded with respect to a forfeiture of
��IN W ESS WHEREOF,the undersigned has executed this Plan and Trust to become effective the � day of
�-�1�.�( ,2Q'`� for the:
/-� �� �. ,�.�
( an me)
By: � ��, .
(sign� ure) �
�'e�l� - ��
(printed name)
l �- I�`� �.
(titlehole)
20 1/10 NRN-0389A0.3 03/2014
INVESTMENT FIDUCIARY SERVICE AGREEMENT
This Investment Fiduciary Service Agreement ("Agree nt") is dated
____________ ("Effective Date") and is between _��_��_��1�r�___ ("Plan
Sponsor"), Morningstar Associates, LLC ("Morningstar"), and Nationwide Life
Insurance Company ("Nationwide").
1. INTRODUCTION
A Plan Sponsor who elects to use the Investment Fiduciary Service Program (the
"Program") must sign this Agreement where indicated below. By signing below,
Plan Sponsor acknowledges and agrees that the responsibilities of Nationwide
and Morningstar with respect to the Program are as described below. Plan
Sponsor also acknowledges that the specific fiduciary support provided by
Morningstar and the administrative support provided by Nationwide are
conditioned upon the Plan Sponsor's performance of certain duties outlined
below.
2. DEFINITIONS
"Fund Universe" refers to the investment options that Nationwide makes
available to Morningstar from which Morningstar selects the Fund Lineup. The
Fund Universe includes both proprietary and nonproprietary investment
offerings. Many investment providers pay Nationwide or its affiliates in return
for having their investment vehicles made available to plans for possible
selection as plan-designated investment alternatives, as well as for the
recordkeeping and related services Nationwide provides. Nationwide may
change the investment options in the Fund Universe from time to time.
"Fund Lineup" refers to the investment offerings that Morningstar selects from
the Fund Universe for inclusion in the Program.
3. DISCLOSURE AND PROGRAM DESCRIPTION
The Program is designed to provide the Plan Sponsor with a Fund �ineup for the
Plan Sponsor's Deferred Compensation Retirement Plan ("Plan") that is
appropriate for the Plan and its employees. The Program also contains features -
such as the quarterly and annual Morningstar monitoring reports described
below - that support the discharge of the Plan Sponsor's duty to demonstrate
the prudent selection and ongoing monitoring of Morningstar in its role as a plan
fiduciary.
Morningstar acknowledges its role as a fiduciary, as defined in Section
3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974 ("ERISA"),
with respect to the selection and ongoing monitoring of the Plan's Fund Lineup.
Although ERISA does not apply to governmental plans, Morningstar is agreeing
to adhere to the ERISA standard of care with respect to the advisory services
provided to the plan.
Nationwide has entered into an agreement with Morningstar to make the
Program available to plan sponsors. Nationwide's role is to present the Program
and provide ongoing administrative support related to the delivery of Program
documentation created by Morningstar, including, but not limited to, Fund
Lineup, and quarterly and annual Morningstar monitoring reports, which are
posted on the Nationwide Plan Sponsor website.
NRM-9586A0.3-0614
The investment options available under the Program are set forth under the
Fund Lineup, which is created by Morningstar from the Fund Universe.
Morningstar has no ability to choose funds that are not made available in the
Fund Universe. The Fund Universe, to meet Nationwide product requirements,
includes only a Nationwide proprietary option under the target date, target risk
and index categories. For other asset categories, Morningstar may select
Nationwide proprietary funds or non-proprietary funds. All of the funds included
in the Fund Universe provided to Morningstar by Nationwide, whether
proprietary to Nationwide or not proprietary to Nationwide, have been screened
by Morningstar and selected for use under the Program based on Morningstar's
standard proprietary screening process.
The Fund Lineup is established by Morningstar using its proprietary investment
methodology, and all funds in the Fund Lineup, including Nationwide's
proprietary investment options, must meet Morningstar's established investment
criteria. Nationwide is not affiliated with Morningstar and receives no
compensation from Morningstar for the Program. The decision of which funds
are included in the Fund Lineup is Morningstar's alone. It is Nationwide's
intention that its actions with respect to the Program will not cause Nationwide
to become a fiduciary to the Plan within the meaning of applicable law.
Nationwide will not review and is not responsible, nor shall it be held liable for,
the content or accuracy of any materials created solely by Morningstar and
provided to the Sponsor by Nationwide.
Using the Program will assist the Plan Sponsor in satisfying one of its key
responsibilities, namely, to prudently select and monitor the Plan's investment
options. Under the Program, Morningstar will act as a fiduciary to the Plan for
that purpose, provided the conditions set forth herein are met, but subject to
the following exclusions:
• Employer stock investment options are excluded from the Program;
• Self-directed brokerage investment options are excluded from the Program;
• Money market investment options are excluded from the Program;
• Stable value investment options are excluded from the Program;
• Certificates of Deposit investment options are excluded from the Program;
and
• Liquid Savings Accounts investment options are excluded from the Program
If at any time, Morningstar determines that it no longer approves of an
investment option in the Fund Lineup, it shall determine whether a replacement
investment option is necessary and select a replacement investment option.
When an investment option is removed from the Fund Lineup, Morningstar shall
notify Nationwide and Nationwide shall, in turn, notify Plan Sponsor that the
investment option(s) are no longer approved and of the replacement investment
option. If Plan Sponsor rejects the replacement investment option, the Plan
Sponsor shall be removed from the Program. Morningstar shall thereupon cease
to have any fiduciary liability or responsibility for investment option(s) available
within that Plan Sponsor's Plan except to the limited extent provided in the
NRM-9586A0.3-0614
following two sentences of this paragraph. In its standard course of business,
Morningstar will continue to monitor such investment option(s) and may
determine that it approves such investment option(s) again. Upon its renewed
approval, Morningstar shall notify and Nationwide shall, in turn, notify Plan
Sponsor that the investment option(s) are once again covered by the fiduciary
liability and responsibility of Morningstar under the Program.
Morningstar assumes no fiduciary responsibility or liability with respect to
excluded investment options or Plan Fund Lineups that make available
investment options not included in the Morningstar Fund Lineup.
4. ROLES AND RESPONSIBILITIES
The Plan Sponsor, in its fiduciary capacity, is solely responsible for determining
whether the Nationwide product and the program are appropriate for the Plan,
both at the time of purchase and on an ongoing basis.
Upon participating in the Investment Fiduciary Services program, the Plan
Sponsor will be provided with a Fund Lineup. The Fund Lineup is created by
Morningstar. The Plan Sponsor will also receive a sample Investment Policy
Statement for the Plan, created by Morningstar that the Plan Sponsor may
choose to adopt. It will detail how the investment categories within the Fund
Lineup were chosen and how Morningstar will monitor the investment options.
If the Plan Sponsor chooses not to adopt the sample Investment Policy
Statement, it is their responsibility as Plan Sponsor to review the Plan
documents, including any existing investment policy statement, to determine
whether Morningstar's fiduciary services are consistent with the terms of the
Plan documents. If the terms of the Plan documents, including any existing
Investment Policy Statement, are inconsistent with the services provided in the
Program, it is their responsibility to amend the Plan documents accordingly.
Morningstar will monitor the investment options contained within the Fund
Lineup and prepare reports, for the Plan Sponsor's review and use in discharging
the Plan Sponsor's responsibility to monitor Morningstar in its role as a plan
fiduciary.
Morningstar may, from time to time, call for changes to the Fund Lineup.
Morningstar may add funds to the Fund Lineup or may delete a fund from the
Fund Lineup if it deems such changes necessary. Nationwide will provide Plan
Sponsor with written notice of these changes at least ninety (90) days before
their effective date. These changes must be reviewed by the Plan Sponsor to
determine if they are appropriate for the plan and its participants. Plan Sponsor
has the discretion and authority to decide whether to accept or reject any such
changes presented. If the Plan Sponsor decides to reject any changes
recommended by Morningstar, they must provide written notice to Nationwide
thirty (30) days prior to the effective date of the recommended change to the
Fund Lineup. Failure to reject the changes presented at least thirty (30) days
prior to their effective date will be treated as consent to those changes. If the
Plan Sponsor rejects any changes recommended by Morningstar, this Agreement
will terminate on the effective date of the change and Morningstar will no longer
assume fiduciary liability or responsibility for the investment oversight of any
individual investment option or for the overall lineup.
NRM-9586A0.3-0614
Nationwide agrees to perform the following on behalf of Morningstar in support
of the Program:
1. Deliver, via paper or electronically, the Plan Sponsor Advisory Agreement
and Morningstar Associates' Form ADV Part 2, along with subsequent
updates to the Plan Sponsor.
2. Obtain the Plan Sponsor's signature to the Plan Sponsor Advisory
Agreement and sending an electronic copy of the signed Plan Sponsor
Advisory Agreement to Morningstar.
3. Make available the Fund Lineup, IPS, methodology document, quarterly
market commentary and the Quarterly Monitoring Report to Plan Sponsors.
4. Prepare and deliver notice to Morningstar Advisory Plan Sponsors
regarding any changes to the Fund Lineup.
5. Implement any changes to the Fund Lineup, as determined and directed by
Morningstar Advisory Plan Sponsors, in accordance with its customary
business practices.
6. Provide written notification to Morningstar when an Advisory Plan
Sponsor's Fund Lineup is no longer consistent with the Morningstar
selected Fund Lineup.
7. Notify Morningstar of any Plan Sponsors that have terminated the
Investment Fiduciary Service Program.
8. Distribute marketing materials created by Morningstar to Plan Sponsors.
9. Make available to the Plan Sponsor a pre-determined mapping matrix
(prepared by Morningstar) to assist the Plan Sponsor in mapping plan
assets from investment options in its existing lineup into the investment
options available on the Fund Lineup, a Plan Sponsor's acceptance of the
recommended mapping matrix is not required to participate in this
program;
5. COMPENSATION
Plan Sponsor will not be charged a fee for the Program. Neither participating in
nor terminating the Program will impact pricing for the Plan.
Morningstar receives a fee from Nationwide. That fee includes an asset-based
fee subject to a minimum annual fee. The amount of compensation paid to
Morningstar does not change based upon any particular fund recommended by
Morningstar, whether proprietary to Nationwide or not. Morningstar's asset-
based fees are not charged against excluded investment options.
Nationwide may receive compensation for services rendered to the Plan from a
number of sources. Those may include product or contract charges,
administrative fees, fee and charges applicable to Nationwide proprietary funds,
and sales compensation and expense reimbursements from funds made available
as investment options under the Plan. As part of its product offering,
Nationwide will provide Plan Sponsor with information regarding the sources of
revenue it may receive from the Plan. Product pricing discussions are between
N RM-9586A0.3-0614
i
Nationwide and the Plan Sponsor, and Morningstar's compensation is
independent of those considerations. The Plan Sponsor may at any time request
an estimate of the range of or weighted average compensation to be paid to
Nationwide from the funds offered under the Plan.
6. TERM AND TERMINATION
The Agreement shall commence on the Effective Date and remain in effect until
terminated by any of the three parties in accordance with this Section.
If Plan Sponsor makes a change to the Plan's Fund Lineup by adding a fund that
is not on the Fund Lineup, deleting a fund that is in the Fund Lineup, or opting
out of a change to the Fund Lineup recommended by Morningstar, Morningstar
will no longer assume fiduciary liability or responsibility as defined under
Section 3(21)(A)(ii) of ERISA, for the investment oversight of any individual
investment option or for the overall lineup. This agreement shall terminate
automatically upon such a change by the Plan Sponsor.
Plan Sponsor may also choose to discontinue participation in the Program
effective any quarter end (March 31st, June 30th, September 30th or December
31st) by notifying Nationwide in writing at least thirty (30) days prior to
discontinuance. Likewise, either Nationwide or Morningstar may terminate this
agreement at any quarter end by notifying you in writing at least thirty (30)
days in advance.
This Agreement will also terminate automatically upon (i) the termination of the
agreement between Morningstar and Nationwide or (ii) the termination of the
agreement between Plan Sponsor and Nationwide under which Nationwide
provides certain recordkeeping and administrative services to the Plan.
7. INDEMNIFICATION
To the maximum extent allowed by law, Morningstar will indemnify, defend and
hold harmless Plan Sponsor and its respective directors, officers, employees and
agents from and against any and all third party claims, losses, damages, suits,
fees, judgments, costs and expenses (collectively referred to as "Claims"),
including attorneys' fees incurred in responding to such Claims, that Plan
Sponsor may suffer or incur arising out of or in connection with Morningstar's:
(i) breach of its fiduciary obligation to the Plan. Notwithstanding the foregoing
sentence, Morningstar shall not be required to indemnify, defend or hold Plan
Sponsor harmless to the extent that the Claim arose as a result of Plan
Sponsor's acts or omissions. Morningstar's obligation to indemnify and defend
hereunder will be contingent on Plan Sponsor: (i) promptly notifying
Morningstar in writing of the claim; (ii) allowing Morningstar to control, and
reasonably cooperating with Morningstar in, the defense thereof and any related
settlement negotiations; and (iii) in no event, agreeing to, or authorizing
settlement of, any such claim without Morningstar's prior written agreement.
The indemnity obligations as described in this paragraph shall survive
termination of this Agreement.
N RM-9586A0.3-0614
,
8. NOTIFICATIONS
Notifications regarding Fund Lineup changes wi�l be provided in writing. To
ensure uninterrupted coverage, please provide the best contact information on
Page 7.
Please remember that as plan fiduciary, the Plan Sponsor is responsible for
providing updated email and U.S. mail addresses to Nationwide as necessary.
By signing this agreement, Plan Sponsor has consented to electronic delivery of
notifications from Nationwide and/or Morningstar to the electronic address
provided above or the last known electronic address on record. Such
notifications may include communications concerning changes to the Investment
Fiduciary Services Program or other notices required under applicable laws.
9. MISCELLANEOUS
The Plan Sponsor authorizes Nationwide to provide Morningstar with access to
Plan information that Nationwide holds, including, but not limited to, the
investment options available under the Plan ("Plan Related Information"). The
Plan Sponsor acknowledges that Nationwide will have no liability or
responsibility for Morningstar's use or disclosure of Plan Related Information.
Morningstar agrees to keep Plan Related Information confidential and to only
use such information within the Program.
This agreement may not be assigned by any party without the prior written
consent of the other parties. Any assignment or attempted assignment of this
Agreement in violation of this section is void. This Agreement shall be binding
upon and inure to the benefit of the parties' permitted successors and assigns.
Titles and paragraph headings herein are for convenient reference only and are
not part of this Agreement.
Morningstar, Nationwide, and Plan Sponsor are independent contractors to one
another. Nothing in this Agreement shall be construed to create a partnership,
joint venture, or agency relationship between any of the parties.
No party shall be in default or otherwise liable for any delay in or failure of its
performance under this Agreement where such delay or failure arises by reason
of any act of God, or any government or any governmental body, acts of the
common enemy, the elements, strikes or labor disputes, or other similar or
dissimilar cause beyond the control of such party.
The person signing this Agreement on behalf of each party has been properly
authorized and empowered to enter into this Agreement.
This Agreement constitutes the complete agreement between the parties and
supersedes all previous or contemporaneous agreements, proposals,
understandings, and representations, written or oral, with respect to the subject
matter addressed herein.
N RM-9586A0.3-0614
10. ACKNOWLEDGEMENTS
Plan Sponsor understands that participation in the Program does not guarantee
a profit or protect against a loss and may not increase investment performance
as compared to any other asset allocation or other investment strategy.
Participating in the Program does not guarantee better investment results as
. compared to not participating in the Program at all. The criteria used by
Morningstar to create the Fund Lineup and monitor the investments are not
intended to predict future performance.
Plan Sponsor represents that the person signing this Agreement is a named
fiduciary of the Plan, or has been designated by a named fiduciary on behalf of
the Plan in executing this Agreement. Plan Sponsor agrees to and acknowledges
the Program rules described above and elects to participate in the Program.
In addition, Plan Sponsor acknowledges that it has received and read the
Morningstar disclosure brochure (ADV Part 2) that describes its role as a
registered investment advisor.
A reed and Acce ted b :
Plan Name: � 1 � �
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Plan Sponsor Representative Name:
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Plan Sponsor Representative
Signature:
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Date:
Email Address: _ Z �`
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Street Address: /
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City, State Zip:
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Nationwide
By:
Morningstar Associates, LLC
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Name: Tom Idzorek, President
NRM-9586A0.3-0614