HomeMy WebLinkAboutAgenda Report - October 17, 2018 C-09TM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE:
AGENDA ITEM
C-9
Adopt Resolution Approving Revised Deferred Compensation Plan Documents for
Nationwide Retirement Solutions, Inc., IRON Financial, LLC, Nationwide
Investment Advisors, LLC, and Nationwide Trust Company, FSB
MEETING DATE: October 17, 2018
PREPARED BY: Deputy City Manager
RECOMMENDED ACTION:
Adopt resolution authorizing City Manager to execute revised
deferred compensation plan documents for Nationwide Retirement
Solutions, Inc., IRON Financial, LLC, Nationwide Investment
Advisors, LLC, and Nationwide Trust Company, FSB
BACKGROUND INFORMATION: The City sponsors deferred compensation plans for City employees
and retirees (participants) through Nationwide Retirement Solutions,
Inc. (Nationwide), ICMA Retirement Corporation and Mass Mutual.
Participants have the option to participate in any one or number of
the plans but may only actively contribute to one plan at a time. Participants in the Nationwide plan have
requested certain modifications or additional features. These features constitute benefits that can be
useful to existing participants in addition to becoming recruitment tools. All proposed modifications come
at no cost to the City. In fact, plan participants pay all costs associated with plan administration. In
addition to requested changes, staff is recommending additional updates to the plan to provide for
additional fiduciary oversight that will protect plan participants.
The proposed modifications include the following additional services to participants and layers of
protection to both the City and the employees.
➢ Roth 457 Contribution Plan Option — an after tax investment option for all plan participants.
➢ IRON Financial Fiduciary Services — provide oversight of the fund lineup to ensure fees are kept
to a minimum, funds are appropriately administered and risk is appropriately managed, and fund
performance is consistent with expectations.
➢ Wilshire Associates Financial Managed account services — this is an additional pay service to
provide financial advice and management to participants who opt to use the service.
➢ Fixed account added — a fixed account provides participants a guaranteed return on investments.
The account is benchmarked to a market interest rate each quarter and the rate is fixed for that
quarter.
IRON Financial's role as a fiduciary provides the City and plan participants an industry expert as a
watchdog over the available investment options to ensure fees are kept low, earnings are competitive,
funds are managed by qualified professionals, and performance is competitive and commensurate with
APPROVED:
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en Schw a er, City Manager
risk within a given investment category. It is important to note that the City and its officers cannot fully
transfer fiduciary responsibility to IRON Financial.
Current weighted average expense ratio for all City of Lodi participants with their monies invested with
Nationwide is 0.65 percent. The proposed weighted average expense ratio after adding the features
noted above will be 0.44 percent, a decrease of 0.19 percent. In addition, utilizing the proposed fund
lineup, investment returns would have been 1.13 percent higher per year over the previous three years
and 0.81 % higher over the previous five years.
FISCAL IMPACT: There is no fiscal impact to the City. All costs for this contract are paid by
voluntary plan participants.
FUNDING AVAILABLE: Not applicable.
26(.,
Andrew Keys
Deputy City Manager
Attachments
cc:
Administrative Services Agreement
City of Lodi 457 Plan & Trust
ADMINISTRATIVE SERVICES AGREEMENT FOR THE GOVERNMENTAL 457(b)
DEFERRED COMPENSATION PLAN OF THE CITY OF LODI, CALIFORNIA
This Administrative Services Agreement ("Agreement") is effective on the date written below by
and between Nationwide Retirement Solutions, Inc., a Delaware corporation ("Nationwide") and an affiliate
and subsidiary of Nationwide Financial Services, Inc. (hereinafter "Nationwide"), and the City of Lodi,
California, the Plan Sponsor (hereinafter "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(b) Plan
(hereinafter the "Plan");
WHEREAS, the Plan Sponsor desires to have Nationwide perform the non -discretionary
recordkeeping and administrative services for the Plan 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 and abide
by the terms therein.
1. DESIGNATION
Plan Sponsor designates Nationwide as Plan Sponsor's non -discretionary 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(b) Plan was established,
and will be maintained by Plan Sponsor, in accordance with the provisions of Section 457(b) of the
Code. Plan Sponsor further acknowledges and agrees the Plan Sponsor is an eligible governmental
employer as defined by Section 457(e)(1)(A) 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, unless specifically delegated to Nationwide
in the Plan document.
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 does 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
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require, nor shall this Agreement be construed as requiring, Nationwide to provide investment,
legal, or tax advice to the Plan Sponsor or to the participants of the Plan.
3. TERM
The Agreement term shall remain in effect until terminated by one or both of the parties pursuant
to Section 8 of this Agreement.
4. COMPENSATION
A. As compensation for the performance of the Administrative Services provided by Nationwide
pursuant to this Agreement, the Plan Sponsor and Nationwide agree that Nationwide shall be
entitled to receive an annualized compensation requirement of 0.18% (18 basis points) of all Plan
assets held by Nationwide ("Compensation Requirement") to be calculated and collected
according to Nationwide's standard business practices. Nationwide's Compensation Requirement
will be taken in the form of an explicit asset management charge applied against all Plan assets
under management, including Plan assets held in self-directed brokerage accounts but excluding
Plan assets held as participant loan balances. In addition to the foregoing, the parties acknowledge
and agree that Nationwide, or any of its affiliates, may receive revenue associated with annuity
contracts, revenue from mutual fund providers, as well as fees associated with specific services or
products, that may be covered by separate agreements.
B. The 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"). In addition to the foregoing, the parties acknowledge and agree that
Nationwide may receive revenue associated with annuity contracts, revenue from mutual fund
providers, as well as fees associated with specific services or products. The Investment Option
Payments include mutual fund payments, which are described in detail at www.nrsforu.com, and
other payments received from investment option providers. Nationwide agrees to credit all
Investment Option Payments to participant accounts on a quarterly basis. The Investment Option
Payments shall be credited to participant accounts on a pro -rata basis based on each participant's
total assets held in all Plan investment options that generate the Investment Option Payments.
C. The Plan Sponsor directs Nationwide to assess and collect an additional explicit asset fee of
0.08% (8 basis points), to be applied against all Plan assets under management, including Plan
assets held in self-directed brokerage accounts but excluding Plan assets held as participant loan
balances, to be remitted by Nationwide to IRON Financial, LLC for services provided in the
Fiduciary Investment Management Agreement attached as Exhibit A to this Agreement. This
additional explicit asset fee will be calculated and collected from participant accounts according
to Nationwide's standard business practices. The explicit asset fee described in this section will
be in addition to Nationwide's Compensation Requirement described in Section 4.A above.
D. The Plan Sponsor acknowledges that it has received all information about compensation paid to
Nationwide as the Plan Sponsor has reasonably requested and has determined that the total
amount of compensation paid to Nationwide as described in this Section 4 is reasonable and
appropriate for the services provided.
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E. To the extent offered under the Plan, in addition to the above described fees, Nationwide shall
also receive fees with respect to a participant's use of participant loan administration, the Self -
Directed Brokerage Account ("SDBA"), and Nationwide's managed account service
("ProAccount") as follows:
1. Loans - If requested by the Plan Sponsor and permitted under the terms of the Plan,
Nationwide will assist the Plan Sponsor in processing participant loan requests pursuant to
participant loan administrative procedures approved by the Plan Sponsor and Nationwide. All
participant loan fees are governed by Nationwide's Plan Loan Procedures document, a copy
of which has been provided to the Plan Sponsor.
2. Self -Directed Brokerage Account (SDBA) — The Plan offers an SDBA investment option for
qualifying participants in the Plan. Initial and annual administrative fees may be charged as
outlined in the separate fee agreement for the SDBA that will be provided to each participant
by the SDBA provider.
3. Managed account services (Nationwide ProAccount) - Managed account services are offered
by Nationwide Investment Advisors ("NIA"), an affiliate of Nationwide, and the Plan
Sponsor must execute a separate agreement with NIA if the Plan Sponsor wants to add
ProAccount to the Plan. Only participants who choose to utilize Nationwide's ProAccount
managed account service are assessed fees. Such fees are authorized in a separate ProAccount
agreement between the participant and NIA, and are assessed pursuant to the terms and
conditions of such agreement.
Fees related to participant loans, the SDBA and Nationwide ProAccount are in addition to the
Compensation Requirement for Administrative Services as provided in this Agreement.
F. Plan Sponsor 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. INVESTMENT OPTIONS
Nationwide agrees to accept contributions to the Plan for investment in the investment options
selected for the Plan by the Plan Sponsor or other responsible plan fiduciary in its sole discretion
and agreed to by Nationwide.
Plan Sponsor agrees to accept the terms and conditions of the annuity contracts, mutual funds, and
any other investment products selected for the Plan after being provided with a copy of same.
6. ADMINISTRATION SERVICES
A. PLAN DOCUMENTS
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1) Nationwide will provide the Plan Sponsor with an Adoption Agreement and Plan
Document which has been designed to comply with the requirements of Section 457(b)
of the Code. The Adoption Agreement and Plan Document will be prepared by
Nationwide at the direction of the Plan Sponsor and with the understanding that it will
be reviewed by the Plan Sponsor and the Plan Sponsor's tax and legal advisors prior
to execution. Nationwide does not provide tax or legal advice. Plan Sponsor agrees
to provide Nationwide with executed copies of the Adoption Agreement and any other
related Plan documentation as requested by Nationwide.
2) When directed by the Plan Sponsor, or at such other times as it may determine,
Nationwide will prepare and provide draft Plan amendments for review and approval
by the Plan Sponsor. Such Plan amendments may include changes required to keep the
Plan Document in compliance with the Code as the result of changes in federal law
that affect the Plan. The Plan Sponsor will remain responsible for the accuracy and
timely adoption of any Plan amendments. The Plan Sponsor is responsible for properly
executing and retaining such documents and agrees to provide Nationwide with
executed copies of same.
3) Nationwide will prepare the Adoption Agreement for review by the Plan Sponsor
utilizing information and representations provided by the Plan Sponsor, which
information and representations may include Plan provisions found in the prior Plan
documents not prepared by Nationwide.
Plan Sponsor acknowledges that:
a) The accuracy and completeness of the information and representations in the
Adoption Agreement prepared by Nationwide, which determine the Plan's
provisions used by Nationwide.to administer the Plan, are the sole responsibility
of the Plan Sponsor.
b) Nationwide does not review prior Plan documents to ensure that all required
amendments or restatements were properly and timely made, or that any of the
prior Plan provisions are in compliance with applicable laws and regulations.
The restatement of the Plan Sponsor's Plan onto a Nationwide specimen Plan
document does not retroactively correct any Plan documentary or operational
errors that may have occurred prior to the date Administrative Services are
provided by Nationwide.
B. PARTICIPANT 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, provided
Nationwide is provided with same:
(a) name;
(b) Social Security number;
(c) mailing address;
(d) date of birth;
(e) current investment allocation direction;
(f) contributions allocated and invested;
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(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;
(m) beneficiary designation;
(n) benefit tax withholding information; and
(o) 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 instructions from participants or the Plan
Sponsor (as applicable) on file with Nationwide, which instructions can include direction via
electronic sources such as the website or the interactive voice response system.
Nationwide agrees to process the enrollment of employees eligible to participate in the Plan
as determined by the Plan Sponsor. Nationwide also agrees to conduct enrollment meetings
with Plan Sponsor's employees in such number and manner as determined by the parties.
The Plan Sponsor 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.
C. PLAN CONTRIBUTIONS
Plan Sponsor agrees to send all Plan contributions to Nationwide on a timely basis that is in
compliance with all applicable legal requirements. Nationwide agrees to post funds received
as contributions to the Plan in accordance with the separate funding agreements between Plan
Sponsor and Nationwide or any of its affiliates when received from the Plan Sponsor 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, with respect to the processing of a request or the completion of a task by
Nationwide that reasonably requires information from a third -party. More specifically, Plan
contributions and contribution allocation information must meet all of the following
requirements in order to be deemed to be in good order:
1) All records must include the correct and complete participant name, Social Security
number, and the amount to be credited to the participant's account(s);
2) The source of funds must be identified (e.g., 457(b) salary reduction, employer
contribution);
3) The Plan name and Plan number must be clearly identified;
4) Both the participant allocation detail and the total contribution amount must be
received, and these two totals must match each other; and
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5) All participants making or receiving a contribution must have an active account in the
Plan.
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.
All contribution allocation information with respect to participant accounts will be provided
to Nationwide in a mutually agreed upon format.
If Nationwide makes a determination that the contribution or allocation detail is not in good
order, Nationwide shall notify the Plan Sponsor of such determination upon discovery. After
such notification, the parties will continue to try to resolve the not in good order status, but
if resolution is not achieved, Nationwide shall return the funds to the Plan Sponsor within
thirty (30) Business Days. Nationwide will not be liable for any delay in posting if the Plan
Sponsor 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
during the hours the New York Stock Exchange is open for business. No transactions can be
completed on any Business Day after such time as the New York Stock Exchange closes.
The Plan Sponsor shall, upon request, timely provide all information required by Nationwide
to perform its services to the Plan as described in this Agreement. The Plan Sponsor shall be
responsible for ensuring that the provided information is accurate and complete. Nationwide
shall be entitled to rely exclusively on the information provided by the Plan Sponsor or the
Plan Sponsor's advisors, whether oral or in writing, and will have no responsibility to
independently verify the accuracy of that information. The Plan Sponsor acknowledges that
inaccurate and/or late information could result in tax penalties and/or participant/beneficiary
legal claims. Nationwide assumes no responsibility for, and shall not have any liability for,
any consequences that result from Nationwide's inability to complete its work in the ordinary
course of its business due to the failure of the Plan Sponsor to provide accurate and timely
information to Nationwide.
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.
Plan Sponsor agrees to be responsible for all maximum deferral limit testing.
D. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS
1) Nationwide will provide a secure Internet site that complies with applicable data
protection and privacy laws. Using this site, participants may: (i) obtain information
regarding their accounts, and (ii) conduct certain routine transactions with respect to
their accounts. The Plan Sponsor authorizes Nationwide to honor instructions
regarding such transactions that may be submitted by a participant using the secure
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Internet site. Nationwide shall implement reasonable physical and technical
safeguards to protect personal information made available on its Internet site. Such
safeguards shall be no less rigorous than generally accepted industry practices.
2) Participants will have the unlimited ability to increase (within the limitations of Section
457(b) of the Code) or decrease contributions to the Plan. All requests to increase or
decrease contribution amounts will be processed by Nationwide within five (5)
Business Days of receipt of the request, but cannot be effective until the later of (1) the
first of the calendar month following the month in which the contribution change was
requested, and (2) the date the contribution change can be processed by the Plan
Sponsor given Plan Sponsor's payroll processing schedule.
3) 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 applicable
restrictions or penalties applied by the investment options.
4) Participants will receive consolidated quarterly statements detailing their account
activity and account balances for the Plan. Participants shall be informed that they
must notify Nationwide of any errors within forty-five (45) days of receipt of their
statements or confirmation of their investments. Nationwide will not be liable for any
errors not reported within this time frame.
5) 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 fund returns from the mutual fund
providers within four (4) Business Days after the end of each quarter.
6) Nationwide agrees to provide reports to the Plan Sponsor within thirty (30) days
following the end of each calendar year quarterly reporting period (March 31, June 30,
September 30, and December 31) summarizing the following:
a) All participant activity that transpired during the reporting period;
b) Total contributions allocated to each investment or insurance option under the
Plan; and
c) Total withdrawals by participant. This report shall include the amount, type and
date of withdrawal.
7) Nationwide agrees to maintain, for a reasonable amount of time, the records necessary
to produce any required reports. Plan Sponsor agrees that all related paper and
electronic records shall remain the property of Nationwide.
E. DISTRIBUTIONS
1) Nationwide shall make all distributions as directed by a Plan participant or the Plan
Sponsor, in accordance with the plan document. All distributions will be made pro -rata
from each of the participant's investment options and money sources unless directed
otherwise by the participant. Participants are responsible for selecting a form of
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payment from those available under the terms of the Plan and making all other elections
regarding available distribution options, such as rollover elections.
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. Plan
Sponsor shall be responsible for all tax reporting requirements for periods prior to the
effective date of this Agreement, or after the termination date of this Agreement, unless
otherwise agreed to in writing by the parties to this Agreement.
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. Plan
Sponsor shall be responsible for all tax reporting requirements for periods prior to the
effective date of this Agreement, or after the termination date of this Agreement, unless
otherwise agreed to in writing by the parties to this Agreement.
4) Nationwide will provide notice and a distribution form to each participant attaining age
701/2 or older in the current calendar year. The notice will inform the participant that
required minimum distributions must begin no later than the April 1 of the calendar
year following the later of attainment of age 701/4 or retirement. All required minimum
distributions will be made in accordance with the plan document.
5) Nationwide shall administer participant and beneficiary unclaimed property funds,
including but not limited to uncashed distribution checks and death claims, in
accordance with Nationwide's standard unclaimed property procedures.
F. QUALIFIED DOMESTIC RELATIONS ORDERS (QDROS)
If the Plan accepts Qualified Domestic Relations Orders (hereinafter "QDROs"), the Plan
Sponsor directs Nationwide to process QDROs in accordance with Nationwide's standard
QDRO procedures, and the Plan Sponsor hereby approves the use of such standard QDRO
procedures.
G. UNFORESEEABLE EMERGENCY WITHDRAWALS
If the Plan offers unforeseeable emergency withdrawals, the Plan Sponsor instructs
Nationwide to process all unforeseeable emergency withdrawal requests received in good
order, and in a manner satisfactory to Nationwide. Withdrawals will only be permitted due
to an unforeseeable emergency resulting in a severe financial hardship to the participant or
beneficiary that cannot be alleviated by any other means available to the participant, in
accordance with Nationwide's standard unforeseeable emergency procedures. Plan Sponsor
hereby approves the use of such standard unforeseeable emergency procedures to make these
determinations.
7. PARTICIPANT SERVICES
A. WEBSITE
Nationwide will create and maintain a website for and on behalf of the Plan Sponsor for the
use of its participants. Participants may access the website via the internet at
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www.nrsforu.com to review and make changes to their accounts. The website is the
exclusive property of Nationwide.
The website is available twenty-four (24) hours a day, except for routine maintenance of
the system.
B. INTERACTIVE VOICE RESPONSE SYSTEM
Nationwide will provide an interactive voice response (IVR) toll free telephone number,
which shall be operative twenty-four (24) hours per day, seven (7) days per week, except for
routine maintenance of the system.
Participants shall be able to conduct routine plan transactions and obtain account balance
information through the IVR.
The Plan Sponsor authorizes Nationwide to honor participant instructions, which may be
submitted using the toll-free number, either through the IVR or a live representative.
C. CUSTOMER SERVICE
Nationwide's customer service representatives will be available toll-free to answer
participant questions and process applicable transactions between the hours of 8:00 a.m. and
11:00 p.m. Eastern Time each Monday through Friday, and between the hours of 9:00 a.m.
and 6:00 p.m. Eastern Time each Saturday, with the exception of certain holidays as dictated
by the New York Stock Exchange holiday trading schedule.
8. 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 Plan 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.
Plan Sponsor further acknowledges and agrees that the Plan is responsible for any investment
product liquidation fees, if applicable, and that neither Nationwide nor any of its affiliates assumes
liability for any such fees.
Upon the effective date of termination of this Agreement the following shall occur:
A. Nationwide will no longer accept contributions to the Plan except by mutual agreement of
the parties.
B. Nationwide will:
1) Provide Plan Sponsor, or such other entity as the Plan Sponsor may designate in
writing, with a copy of all participant records in an electronic format as mutually agreed
upon between Nationwide and Plan Sponsor, within sixty (60) days after the effective
date of the termination.
2) Transfer any periodic distribution amounts and schedules, continuing loan repayments,
or other ongoing participant transactional activity to the Plan Sponsor, or such other
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entity as the Plan Sponsor may designate in writing, in accordance with the time frame
described above for the delivery of participant records.
3) Transfer all Plan assets under its control to the Plan Sponsor or to such other entity as
the Plan Sponsor may designate in writing. Nationwide agrees to provide a final
accounting of all Plan assets for which Nationwide provides recordkeeping.
If the Plan is not funded within one -hundred and eighty (180) days of the date this Agreement
signed by the parties, Nationwide reserves the right to terminate the Agreement by providing
written notice of the termination to Plan Sponsor.
9. DEFAULT
In the event either party fails to perform any or all of its obligations as defined in this Agreement,
the non -defaulting party shall give the defaulting party written notice, specifying the particulars of
the default. If such default is not cured within sixty (60) days from the date in which notice of
default is given, the non -defaulting party may terminate the Agreement in accordance with Section
8 of this Agreement.
10. 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. Unless agreed to by the parties, no such
assignment shall relieve any party to this Agreement of any duties or responsibilities herein.
11. 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 information to its
agents and/or broker of record on file with Nationwide. Notwithstanding anything to the contrary
contained herein, it is expressly understood that Nationwide retains the right to use any and all
information 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 11 will survive the termination for any reason of this Agreement.
12. CIRCUMSTANCES EXCUSING PERFORMANCE
Neither party to this Agreement shall be in default by reason of failure to perform in accordance
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.
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Neither party shall be responsible for performing all or any portion of the services contemplated by
this Agreement that are precluded by the foregoing events for such period of time as the Plan
Sponsor or Nationwide are prevented 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.
13. INDEMNIFICATION
Nationwide agrees to indemnify, defend and hold harmless the Plan Sponsor, its officers, directors,
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. In addition, Nationwide represents, warrants and covenants that the
indemnification in this paragraph is enforceable under applicable law and that Nationwide will not
assert a position contrary to such representation in any judicial or administrative proceeding.
The Plan Sponsor agrees to indemnify, defend and hold harmless Nationwide, its officers, directors,
agents, and employees from and against any loss, damage or liability assessed against Nationwide
or incurred by Nationwide arising out of or in connection with any claim, action, or suit brought or
asserted against Nationwide alleging or involving the Plan Sponsor's non-performance of the
provisions of this Agreement under the Plan Sponsor's exclusive control, or negligence or willful
misconduct in the performance of its duties and obligations under this Agreement. In addition, the
Plan Sponsor represents, warrants and covenants that the indemnification in this paragraph is
enforceable under applicable law and that Plan Sponsor will not assert a position contrary to such
representation in any judicial or administrative proceeding.
14. 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.
15. PRIVITY OF CONTRACT
Plan Sponsor acknowledges and agrees that Nationwide and Plan participants shall have no privity
of contract with each other.
16. 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.
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17. 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.
Notwithstanding the above, if Nationwide determines that an amendment to this Agreement is
necessary that affects more than one plan sponsor and this change is communicated in writing to
all affected plan sponsors, Nationwide reserves the right to implement the amendment on a
prospective basis for any Plan whose plan sponsor fails to respond to the request for written
approval of the amendment in a timely fashion. Plan Sponsor hereby approves all such amendments
unless a proper and timely response is made to Nationwide in regard to any Agreement modification
communicated to Plan Sponsor.
18. 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.
19. 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.
20. AUTHORIZED PERSONS
The Plan Sponsor will furnish a list to Nationwide (and from time to time whenever there are
changes therein) of the individuals authorized to transmit instruction to Nationwide concerning the
Plan and/or assets in the account, and written direction regarding the form of such instructions.
21. 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 thereof. 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.
22. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND INDEMNITY
Notwithstanding anything to the contrary, any representations and warranties contained herein shall
survive termination of this Agreement for the full period of any applicable statute of limitations
that may apply to this Agreement. Further, the party making any representation or warranty shall
notify the other party in writing within five (5) business days of any representation or warranty that
- 12 -
is no longer valid. Notwithstanding anything to the contrary, any indemnity provisions contained
herein shall survive the termination of this Agreement for the full period of any applicable statute
of limitations that may apply to this Agreement.
23. ATTORNEYS' FEES
Each party agrees that in the event of a claim, arbitration, or lawsuit filed by a party to this
Agreement, each party shall be responsible for its own attorneys' fees and/or any costs or expenses
related to the bringing or defense of any such claim, arbitration, or lawsuit.
24. HEADINGS
The headings of articles, paragraphs, and sections in this Agreement are included for convenience
only and shall not be considered by either party in construing the meaning of this Agreement.
25. NOTICES
All notices and demands to be given under this Agreement by one party to another shall be given
by certified or United States mail, addressed to the party to be notified or upon whom a demand is
being made, at the addresses set forth in this Agreement or such other place as either party may,
from time to time, designate in writing to the other party. Notice shall be deemed received on the
earlier of three (3) days from the date of mailing, or the day the notice is actually received by the
party to whom the notice was sent.
If to Nationwide:
If to Plan Sponsor:
Nationwide Retirement Solutions, Inc.
10 W. Nationwide Blvd., 05-04-1OIA
Columbus, Ohio 43215
(Remainder of page left intentionally blank)
- 13 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the 18th
day of December , 20 18
The Plan Sponsor represents and warrants they are an employer eligible to adopt a governmental plan as
defined by Section 457(e)(1)(A) of the Internal Revenue Code of 1986, as amended (check one below):
(A) State of (including Commonwealth)
(B) political subdivision of the State or Commonwealth of
agency of (A) or (B):
instrumentality of (A) or (B):
Nationwide Retirement Solutions, Inc. City of Lodi, California
Plan Sponsor
By: By:
Name: Name:
Title: Title:
Date: Date:
Approved as to form
City Attory
-14-
Iron Financial Fiduciary Agreement
City of Lodi 457 Plan & Trust
IRON FINANCIAL. LLC
FIDUCIARY INVESTMENT MANAGEMENT AGREEMENT
This Fiduciary Investment Management Agreement is between City of Lodi 457 Plan and Trust ("Plan
Sponsor") of the City of Lodi, California ("Plan"), IRON Financial, LLC ("IRON" or
the "Investment Manager"), and Nationwide Retirement Solutions, Inc., a Delaware corporation and an affiliate
and subsidiary of Nationwide Financial Services, Inc. ("Nationwide").
A Plan Sponsor electing to use IRON's Fiduciary Investment Management Services ("Fiduciary Services") must
accept and acknowledge this Agreement. By accepting, Plan Sponsor acknowledges and agrees that the
responsibilities of Nationwide and IRON with respect to the Fiduciary Services are as described below. Plan
Sponsor also acknowledges that the specific fiduciary support provided by IRON and the administrative support
provided by Nationwide are conditioned upon Plan Sponsor's performance of certain duties outlined below.
FIDUCIARY ACKNOWLEDGEMENT
This Fiduciary Investment Management Agreement and all appendices attached and incorporated by reference
(collectively, the "Agreement" or "FIMA") set forth the terms and conditions necessary for IRON to provide
specific services to the Plan Sponsor and to the above -referenced participant -directed defined contribution
retirement plan described in the Retirement Plan Client Profile in Appendix A. This Agreement is made effective
as of the date it is signed by all the parties (the "Effective Date").
RECITALS
WHEREAS, IRON is registered as an investment adviser under the Investment Advisers Act of 1940, as
amended (the "Act"), and is qualified to serve in this fiduciary capacity; and
WHEREAS, IRON owes a duty of undivided loyalty to its clients and acts as a co -fiduciary under the Act
with respect to the provision of discretionary investment management and managed account monitoring services
under this Agreement and discharges its duties prudently and solely in the interest of the Plan's participants and
beneficiaries; and
WHEREAS, Plan Sponsor maintains the Plan, which meets the requirements of section 401(a), 403(b) or
457(b) of the Internal Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, the Plan Sponsor is the responsible Plan fiduciary and has the authority to cause the Plan to
enter into arrangements for necessary services for the operation, investment and/or administration of the Plan,
including without limitation, the services contemplated hereunder; and
WHEREAS, Nationwide has agreed to provide the administrative services described in Appendix C; and
WHEREAS, in providing these administrative services, Nationwide is not acting as a fiduciary under
ERISA, the Act, or state fiduciary law; and
WHEREAS, Nationwide is compensated for the services it provides to the Plan, as described in the
separate administrative services agreement executed between Nationwide and the Plan (the "NRS ASA"); and
WHEREAS, Nationwide is reimbursed for certain expenses incurred in connection with the support of
IRON' s Fiduciary Services, which are more fully described in Appendix C. However, Nationwide is not affiliated
with IRON and receives no additional or separate direct or indirect compensation in connection with the Fiduciary
NRM-15358A0 (01/2018)
Services described in this Agreement. Nationwide provides separately any disclosures required of it with respect
to Plan designated investment options and/or any investment or annuity contract, fund or entity in which the Plan
has a direct investment; and
WHEREAS, in order to fulfill its fiduciary obligations to manage the Plan's investments prudently, Plan
Sponsor, in its sole discretion, and in consideration of the mutual promises set forth herein, seeks to engage IRON
to provide certain investment -related services under this Agreement.
NOW THEREFORE, IRON agrees to provide the Fiduciary Services to the Plan set forth in Appendix B
pursuant to the Fee Schedule in Appendix C.
1. Fiduciary Services. Plan Sponsor hereby appoints IRON to serve as an Investment Adviser to the
Plan under the Act and as an Investment Manager for the Plan, which appointment IRON hereby accepts. As
further described in Appendix B, IRON may provide the following services to the Plan and will act as a fiduciary
in good faith and with the degree of diligence, care and skill that a prudent person rendering similar services would
exercise under similar circumstances:
(a) Development of an appropriate Investment Policy Statement ("IPS");
(b) Initial selection of the Plan's Designated Investment Alternatives ("DIAs") in accordance with the
Plan's IPS;
(c) On-going monitoring and replacement, when appropriate, of the Plan's DIAs;
(d) On-going monitoring of any managed account service available on Nationwide's public sector
platform and selected by the Plan Sponsor for participants (the "Managed Account Service"), if
directed by the Plan Sponsor to provide such fiduciary services under Section 18, and making related
recommendations, when appropriate, for:
i. the provider of the Managed Account Service (the "Managed Account Service Provider") to
replace any applicable portfolio advisor or subadvisor, or
ii. the Plan Sponsor to discontinue the Managed Account Service in the event any such portfolio
advisor or subadvisor is not appropriately replaced.
2. Non -Fiduciary Services. Plan Sponsor understands that IRON may also provide the following
ministerial or administrative services to the Plan that are not considered to be fiduciary services:
Preparation and delivery of reports as follows:
• Portfolio holdings
• Quarterly investment summary
• Quarterly investment actions
• Supplementary investment -related educational information
IRON may provide other reports to the Plan as necessary or requested from time to time, as agreed
to by the parties.
3. Limitations on Services. Plan Sponsor acknowledges that in providing the Fiduciary
Services, IRON:
(a) Shall provide the Fiduciary Services only with respect to the selection and retention of the Plan's
DIAs and shall not: (i) serve as a Plan custodian; (ii) provide advice or recommendations with
respect to the Plan's choice of third party administrator, recordkeeper or other service provider; or
(iii) assume the duties of a trustee of the Plan or plan administrator.
NRM-15358A0 (01/2018)
2
(b) Shall have no authority or responsibility to provide services with respect to voting proxies for
securities held by the Plan or take other action related to the exercise of shareholder rights
regarding such securities, including prospectus delivery.
(c) Shall have no authority or discretion to: (i) interpret the Plan documents; (ii) handle benefit claims
under the Plan; (iii) determine eligibility or participation under the Plan; or (iv) take any other
action with respect to the management or administration of the Plan.
(d) Shall not, and cannot, provide legal or tax advice to Plan Sponsor and/or the Plan (or any Plan
participant or beneficiary), and Plan Sponsor agrees to seek the advice of its own legal and/or tax
adviser, as to all matters that might arise relating to the Plan, including, without limitation, the
operations and administration of the Plan and the compliance of the Plan with all applicable law,
including the Code.
(e) Shall only be responsible as the Plan's Investment Manager as described in Appendix B for the
DIAs actually selected from the asset categories set forth in Appendix D (the "Morningstar Asset
Categories") and that are subject to on-going monitoring by IRON in its discretion as the Plan's
Investment Manager, and the on-going monitoring of any Managed Account Service available on
Nationwide's public sector platform and selected by the Plan Sponsor to the extent directed by the
Plan Sponsor under Section 18, and shall not have any responsibilities or potential liabilities in
connection with any investments made under the Plan at the direction of Plan Sponsor or any third
party other than IRON (e.g., unallocated accounts, mutual fund windows, self-directed brokerage
accounts, guaranteed investment contracts, collective investment trusts, stable value funds, fixed
annuity products, bank products, etc.).
(f) Shall not be responsible or liable for the recommendation of or services rendered by anyone else
("other provider") relative to the Plan or the other provider's compliance with all applicable laws,
including the Code, with respect to such services.
4. Fees
(a) Amount and Payment
In consideration for the Fiduciary Services provided under this Agreement, Plan Sponsor shall cause
the Plan to pay to IRON a fee as set forth in Appendix C (the "Fee" or "Fees"). Plan Sponsor
acknowledges that the Plan may incur other levels of fees and expenses, including but not limited to
investment -related expenses imposed by other service providers and mutual fund managers not
affiliated with IRON and other fees and expenses charged by the Plan's custodian, third party
administrator, and/or recordkeeper. IRON makes no representations or warranties relating to any
costs or expenses associated with the services provided by any third parties. Plan Sponsor further
acknowledges that the Fees charged by IRON for the Fiduciary Services are in addition to any
brokerage, custodial and/or other fees that may be charged to Plan Sponsor by any other service
providers to the Plan.
The only compensation received by IRON with respect to the Fiduciary Services are the Fees, and
no increase in the Fees shall be effective without prior written notification to Plan Sponsor in
accordance with Section 15(c) of this Agreement.
(b) Authorization to Remit Fees and Information
Plan Sponsor will authorize and direct Nationwide, as the recordkeeper of the Plan, to remit the Fees
on a monthly basis directly to IRON from Plan assets, as outlined in Appendix C.
NRM-15358A0 (01/2018)
3
Plan Sponsor further acknowledges that, to the extent permitted by law, it is solely responsible for
verifying the accuracy of the calculation of the Fees and that IRON is not liable to the Plan, Plan
participants or beneficiaries, or any other fiduciary of the Plan or anyone else for errors in the
calculation or payments; provided, however, that notwithstanding the foregoing, if there was an error
made in the calculation of the Fees, IRON will reimburse the Plan, as appropriate. The Plan Sponsor
further authorizes all third party service providers to provide IRON with copies of any reports or
information provided to the Plan Sponsor.
(c) Disputes
In the event of a disputed amount of Fees, the Plan Sponsor shall notify IRON of the disputed amount
in writing and shall direct Nationwide to remit the undisputed amount to IRON. IRON agrees to
provide reasonable supporting documentation concerning any disputed fee within thirty (30)
calendar days after receipt of written notification of such dispute. Both parties agree to make a good
faith effort to resolve any such Fee dispute within sixty (60) calendar days of the date such dispute
was brought to the attention of IRON. If such dispute remains unresolved after such sixty (60) day
period, the parties may proceed with any and all available legal remedies.
5. Custody of Assets and Other Services. Neither IRON nor any of its affiliates shall provide services
to the Plan other than as set forth herein. In furtherance of the foregoing, custody of all Plan assets will be
maintained with Nationwide Trust Company, a division of Nationwide Bank ("NTC") as trustee or custodian, and
Plan recordkeeping shall be provided by Nationwide. Neither IRON nor any of its affiliates will have custody of
any Plan assets. Plan Sponsor will be solely responsible for paying all fees or charges of NTC and Nationwide.
IRON does not make any recommendations with respect to the custody of assets, recordkeeping or any other Plan
services or providers. Neither IRON nor any of its affiliates shall have any liability with respect to trustee or
custodial arrangements or the acts, conduct, or omissions of the trustee or custodian. Plan Sponsor authorizes
Nationwide and NTC to provide IRON with copies of periodic statements and other reports which are relevant for
IRON to complete its obligations under this Agreement.
6. Non -Exclusivity. Plan Sponsor understands that IRON and its affiliates may perform, among other
things, retirement plan consulting, retirement plan fiduciary consulting, retirement plan design consulting, plan
administration, and portfolio management services for other clients. Plan Sponsor recognizes that IRON or any of
its affiliates may also give advice and take action in the performance of its duties for such other clients (including
those who may have similar retirement plan arrangements as Plan Sponsor) that may differ from advice given, or
in the timing and nature of action taken, with respect to Plan Sponsor. Nothing in this Agreement shall be deemed
to impose on IRON, or any of its affiliates, any obligation to advise Plan Sponsor with respect to the Plan, including
the Fiduciary Services provided by IRON and its affiliates under this Agreement, in the same manner as it may
advise any of its other clients.
7. Valuation. IRON may rely, without independent verification, upon valuation of Plan assets as
provided by Plan Sponsor or Nationwide. In all events, Plan Sponsor acknowledges that any such valuation shall
be no guarantee of any type with respect to the market value of the assets, or any portion thereof, in the Plan.
8. Representations and Warranties of Plan Sponsor. Plan Sponsor represents and warrants as
follows:
(a) Plan Sponsor is solely responsible for determining whether or not to enter into any arrangement(s)
in connection with the Plan (including this Agreement) that are deemed by Plan Sponsor to be
necessary for the management and operation of the Plan and for determining whether or not any
such arrangement(s) are reasonable and appropriate with respect to compensation paid for and
NRM-15358A0 (01/2018)
4
conflicts of interest(s) arising in connection with the services and/or products provided, and Plan
Sponsor is not relying on any advice or recommendations by IRON in making such decisions
except as provided in accordance with Section 1: Fiduciary Services above and Appendix B.
(b) This Agreement is binding on the Plan Sponsor and does not violate any prior obligation or
agreement.
(c) The individual signing this Agreement and any appendices thereto on behalf of a Plan
Sponsor is a designated fiduciary of the Plan and is also authorized to sign on behalf of the Plan
Sponsor.
(d) Plan Sponsor shall be solely responsible for the Plan's compliance (both in form and operation)
with all applicable federal and state laws, rules and regulations, including, but not limited to, the
Code.
(e) Plan Sponsor warrants that it shall comply with all applicable federal and state privacy and
information security laws governing the use, disclosure and safeguarding of non-public personal
information.
(f) Plan Sponsor represents that it shall be solely responsible for monitoring whether any class action
lawsuits have been filed pertaining to investment recommendations, investment purchases, or
investment sales, in determining whether the Plan is eligible to participate, and whether it is in the
best interest of the Plan to participate in such class action.
(g)
Plan Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan
participants or beneficiaries through the use of electronic communication, including electronic
mail. IRON shall not be responsible for prospectus delivery and/or determining whether the use of
such electronic communication, including electronic mail, complies with the applicable
requirements of the Code. Plan Sponsor shall be responsible for determining whether the use of
such electronic communication, including electronic mail, complies with the applicable
requirements of the Code.
(h) The individual signing this Agreement and any appendices thereto on behalf of the Plan Sponsor
represents that he/she: (i) is independent of and unrelated to IRON or any of its affiliates; (ii) is the
designated fiduciary under the Plan or an authorized delegate thereof with respect to the control or
management of the assets of the Plan; (iii) has the power and authority to appoint investment
advisers under the terms of the Plan and to enter into contractual arrangements with third parties
to assist in the discharge of these and related duties in accordance with the Plan; and (iv) is
authorized to sign on behalf of the Plan Sponsor.
(i)
Plan Sponsor agrees to promptly provide IRON with any amendments to the Plan's governing
documents that are reasonably expected to alter or affect IRON in the performance of the Fiduciary
Services under this Agreement in accordance with Section 15(e) hereunder. Plan Sponsor will not
provide IRON with any information that is misleading or incomplete and IRON may rely upon this
representation if it disseminates such information on behalf of the Plan Sponsor to any third parties.
If IRON determines that it is unable to provide any or all of the Fiduciary Services, it shall
terminate this Agreement pursuant to Section 14 of this Agreement.
NRM-15358A0 (01/2018)
5
(j) Plan Sponsor acknowledges that before this Agreement was entered into, IRON provided to Plan
Sponsor information regarding services, compensation, fiduciary obligations and conflicts of
interest, and Plan Sponsor acknowledges that it received such information sufficiently in advance
of entering into this Agreement to make an informed decision to engage IRON. All such
information is included in this Agreement, in the Appendices hereto and IRON's Form ADV Part
2, which is hereby made part of this Agreement. Plan Sponsor has reviewed and considered the
contents of the Agreement and has determined the Fiduciary Services to be rendered hereunder:
(i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based
upon the compensation to be paid for the Fiduciary Services.
(k) Plan Sponsor acknowledges that investments fluctuate in value and the value of investments when
sold may be more or less than when purchased, and that past investment performance does not
necessarily guarantee any level of future investment performance.
(1) The Plan documents (and related administrative service agreements and trust/custody documents)
permit payment of the Fees out of Plan assets.
(m)
Plan Sponsor shall cooperate fully with IRON in IRON's provision of the Fiduciary Services
hereunder. In furtherance of the foregoing, Plan Sponsor shall authorize Nationwide to provide
IRON such information or data regarding the Plan and the Plan's assets (and earnings or losses
thereon) that IRON reasonably requests in connection with the Fiduciary Services provided under
this Agreement. Plan Sponsor shall communicate any changes with respect to its contact
information referenced in Section 15(e) of this Agreement to Nationwide as well as IRON.
(n) If Plan Sponsor has engaged another provider to serve as a financial advisor or consultant (the
"Financial Consultant") on behalf of the Plan, any investment -related services provided by such
Financial Consultant, including but not limited to, participant -level services or share class
recommendations given to Plan Sponsor, will be consistent with the Fiduciary Services provided
under this Agreement and will be provided in compliance with applicable law. Plan Sponsor
acknowledges that IRON shall not be responsible for any actions outside the scope of its Fiduciary
Services, including but not limited to any investment decisions made by Plan Sponsor or
participants based on recommendations provided by such Financial Consultant.
(o) Plan Sponsor further acknowledges delivery and receipt of IRON's Form ADV Part 2 in
accordance with the Act and IRON's Privacy Policy Notice in accordance with the Gramm -Leach -
Bliley Act of 1999, and further represents that it will undertake to review these disclosure
documents which include information concerning, among other matters, background information
such as educational and business history, business practices such as the types of advisory services
provided, the methods of securities analysis used, fee structure, and potential conflicts of interest
by IRON.
(P)
Plan Sponsor shall contact and advise IRON in the event that Plan Sponsor has any reason(s) to
believe that a potential or actual legal action or claim may exist against IRON and/or any of its
employees or agents arising out of or in connection with this Agreement.
NRM-15358A0 (01/2018)
6
The foregoing acknowledgments, representations, warranties and agreements are continuing and are
understood to be relied upon by IRON, and Plan Sponsor shall promptly notify IRON in writing in the event that
any of the foregoing acknowledgments, representations, warranties or agreements are, or are anticipated to be,
no longer true.
9. Representations of IRON. IRON represents as follows:
(a) IRON is registered as an investment adviser under the Act, and will maintain its registration.
(b) IRON is a limited liability company duly organized, validly existing and in good standing under
the laws of Illinois. IRON has the power and authority to enter into and perform this Agreement,
and the person executing this Agreement on its behalf has the requisite authority to bind IRON.
(c) IRON's entry into this Agreement does not violate any prior obligation or agreement of IRON.
(d) IRON will obtain and/or maintain any authorizations, permits, certifications, licenses, filings,
registrations, approvals or consents, which must be obtained by it from any third party, including
any governmental authority, in connection with this Agreement.
(e) IRON will disclose to Plan Sponsor any material change to the information regarding services,
compensation and conflicts of interest within sixty (60) calendar days from the date on which
IRON acquires knowledge of the material change.
(f) IRON will receive the compensation shown in Appendix C only, and does not receive any
compensation from any third party in connection with the Fiduciary Services provided hereunder.
(g) IRON agrees to comply with all applicable federal and state privacy and information security laws
governing the use, disclosure and safeguarding of non-public personal information.
(h) IRON shall promptly notify the Plan Sponsor in the event that IRON has any reason to believe that
a potential or actual legal action or claim may exist against the Plan, the Plan Sponsor, or any
officer, director, employee or agent thereof, arising out of or in connection with the performance
of this Agreement.
The foregoing acknowledgments, representations, warranties and agreement are continuing and are
understood to be relied upon by the Plan Sponsor, and IRON shall promptly notify the Plan Sponsor in writing
in the event that any of the foregoing acknowledgments, representations, warranties or agreements are, or are
anticipated to be, no longer true.
10. Standard of Care. The sole standard of care imposed on IRON in performing the Fiduciary
Services hereunder is to act with the care, prudence, and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise
of like character and with like aims; provided, however, that nothing in this Agreement shall be deemed to limit
any responsibility that IRON may have to Plan Sponsor to the extent such limitation would be inconsistent with
applicable laws, including securities laws.
NRM-15358A0 (01/2018)
7
11. Indemnification.
(a) IRON agrees to indemnify and hold Plan Sponsor harmless from any and all liabilities and claims,
including, but not limited to, damages, court costs, reasonable legal fees and costs of investigation,
which arise directly from IRON's intentional misconduct, gross negligence, breach of fiduciary
duty with respect to the Fiduciary Services hereunder or representations by IRON contained in
Section 9 of this Agreement; provided IRON is not liable for any indirect, special, consequential
or exemplary damages.
(b) Plan Sponsor agrees to defend, indemnify and hold IRON harmless from any and all liabilities and
claims, including, but not limited to, damages, court costs, reasonable legal fees and costs of
investigation which arise from: (1) directly or indirectly, any investment loss experienced by the
Plan or Plan participants or beneficiaries, provided that such losses or damages are not directly
caused by IRON's intentional misconduct, gross negligence or breach of fiduciary duty; (2)
IRON's reliance or any action taken by IRON in reliance upon any instruction(s) and/or
information received by IRON from Plan Sponsor; (3) any breach of Plan Sponsor's
representations and warranties set forth in this Agreement; (4) any cause of action brought by the
Plan Sponsor, Plan participant(s) or beneficiaries and/or the Plan's service providers with respect
to the Fiduciary Services hereunder, provided that such losses or damages are not directly caused
by IRON's intentional misconduct, gross negligence or breach of fiduciary duty; and (5) any
breach of data security or any other breach by the Plan Sponsor, its directors, officers, employees,
agents and/or service providers with respect to confidentiality and/or data security obligations.
Liabilities and claims to which the indemnification in this paragraph applies would include, by
way of example but not limitation, investment losses suffered as a result of a general market
decline, investment losses arising in situations in which Plan Sponsor fails to follow IRON's
recommendation(s) or in which Plan Sponsor or a third party fails to properly implement such
recommendation(s), and Plan participant or beneficiary claims arising out of an alleged claim of
breach of fiduciary duty on the part of Plan Sponsor or other Plan fiduciaries.
(c) If IRON is required to provide documents or testimony in connection with a legal proceeding
involving the Plan, Plan Sponsor shall pay IRON's reasonable costs, including the costs of its
personnel and counsel, unless IRON is a party to such proceeding and is found to have engaged in
intentional misconduct, gross negligence or breach of fiduciary duty.
(d) Plan Sponsor shall promptly notify IRON of any errors in completeness in any of the data, analysis,
opinions, or other information it provides to IRON in connection with the rendering of Fiduciary
Services hereunder. IRON shall not be responsible for any payment or contribution to the costs,
fees, taxes, or penalties that the Plan Sponsor, Plan participants or beneficiaries, or other Plan
fiduciaries incur as a result of any valuation or payment.
12. Data Disclosure. IRON will use reasonable efforts to ensure that the data, analysis, opinion, and
other information it provides in connection with the Fiduciary Services rendered hereunder are correct. Although
gathered from sources believed to be reliable, Plan Sponsor acknowledges that IRON cannot guarantee the
accuracy of the data or information received by Plan Sponsor or third parties used to provide the Fiduciary Services.
NRM-15358A0 (01/2018)
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The completeness and timeliness of all data and information used to provide the Fiduciary Services is dependent
upon the sources of such data and information, which are outside of IRON'S control.
13. Limitation of Liability.
(a) The following limitations of liability shall be applicable:
Limitation on Types of Damages. Except as otherwise provided by law, in no event will any
party be liable to the other for any punitive, incidental, consequential, special, or similar damages,
even if advised of the possibility of such damages.
(b) Nothing in this Agreement is intended to or shall waive any rights to which the Plan Sponsor or
the responsible Plan fiduciary is specifically entitled under the securities laws of the United States
or under applicable state law.
14. Termination. Plan Sponsor may terminate this Agreement within five (5) Business Days of the
execution of this Agreement without incurring a penalty or charge. Otherwise, this Agreement shall remain in
effect from the effective date set forth above until terminated by any party upon ten (10) Business Days written
notice to the other parties. For purposes of this Agreement and all of its appendices, "Business Day" shall mean a
day on which Nationwide and the New York Stock Exchange are both open for business. Such notice may be
given at any time and will be effective upon receipt by the non -terminating parties so long as the notice has been
manually signed by the terminating party. Such termination will not, however, affect the liabilities or obligations
of the parties arising from transactions initiated prior to such termination, and such liabilities and obligations
(together with the provisions of Sections 10, 11, 12, 13, 15(h), and 16) shall survive any expiration or termination
of this Agreement. Upon termination, IRON will have no further obligation under this Agreement to act or advise
Plan Sponsor with respect to the Fiduciary Services except as agreed to by the parties at the time of termination.
Plan Sponsor may cause the Agreement to terminate if Plan Sponsor does not implement IRON's
recommendations.
15. General Provisions.
(a) Assignability
This Agreement is not assignable by any party without the prior written consent of the other parties.
(b) Effect
This Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, successors, survivors, administrators and permitted assigns.
(c) Modification
The Agreement may be modified, including, without limitation, the Fiduciary Services to be
provided by IRON or the Fees charged by IRON: (i) by mutual written agreement; or (ii) in the
manner set forth herein and consistent with the procedure described in Department of Labor
Advisory Opinion 97-16A (which is set forth in the next paragraph).
IRON may propose to increase or otherwise change the Fees charged, to change the Fiduciary
Services provided, or otherwise modify this Agreement, by giving Plan Sponsor at least sixty (60)
days advance notice of the proposed change. The notice shall be given in the manner described in
Section 15(e) below. The notice will: (i) explain the proposed modification of the Fees, Fiduciary
Services or other provisions; (ii) fully disclose any resulting changes in the Fees to be charged as a
result of any proposed change in the Fiduciary Services or other changes to this Agreement; (iii)
NRM-15358A0 (01/2018)
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identify the effective date of the change; (iv) explain Plan Sponsor's right to reject the change or
terminate this Agreement; and (v) state that, pursuant to the provisions of this Agreement, if Plan
Sponsor fails to object to the proposed change(s) before the date on which the change(s) become
effective, Plan Sponsor will be deemed to have consented to the proposed change(s).
If Plan Sponsor rejects any change to this Agreement proposed by IRON, IRON shall not be
authorized to make the proposed change. In that event, Plan Sponsor shall have an additional sixty
(60) days from the proposed effective date (or such additional time beyond sixty (60) days as may
be agreed to by IRON) to locate a service provider in place and instead of IRON. If at the end of
such additional sixty (60) day period (or such additional time period as agreed to by IRON), the
parties have not reached agreement, this Agreement shall automatically terminate.
(d) Severability
If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid,
such illegality or invalidity shall not affect any other provision of this Agreement, and this
Agreement shall be enforced as if such illegal or invalid provision had not been contained herein.
(e) Notices
Any and all notices required or permitted under this Agreement shall be in writing and shall be
sufficient in all respects if: (i) delivered personally; (ii) mailed by registered or certified mail,
return receipt requested and postage prepaid; (iii) sent via a nationally recognized overnight courier
service; (iv) sent via facsimile; or (v) sent by email to:
If to IRON:
If to Nationwide:
IRON Financial, LLC
630 Dundee Rd. Ste. 200
Northbrook, IL 60062
Facsimile: (847) 715-3498
ATTN: Richard Lakin
Nationwide Retirement Solutions, Inc.
10 W. Nationwide Blvd., 05-04-101A
Columbus, Ohio 43215
If to Plan Sponsor: To the address set out on the signature page or such other address or
facsimile as the Plan Sponsor shall have designated by notice in writing to the other parties.
All notices shall be deemed to have been given or made when delivered by hand or courier, or
when sent by facsimile or email, or if mailed, on the third Business Day after being so mailed.
(f) Headings
All headings used herein are for ease of reference only and in no way shall be construed as
interpreting, decreasing or enlarging the provisions of this Agreement.
(g)
Entire Understanding
This Agreement constitutes and contains the entire understanding between the parties and
supersedes all prior oral or written statements dealing with the subject matter herein.
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(h) Applicable Law; Forum
This Agreement shall be governed by, and construed in accordance with the laws of the State of
Illinois, without reference to conflict of law principles, unless preempted by federal law. The
parties agree that any arbitration under Section 16 below must be conducted in (or when applicable,
legal suit, action or proceeding arising out of or relating to this Agreement must be instituted and
resolved in a state or federal court in) the City of Chicago, Illinois, and hereby irrevocably submit
to the jurisdiction and venue in such City (and if applicable, of any such court),
(i)
Waiver or Limitation
Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which
the Plan Sponsor or the Plan or any other party may have under any federal or state securities laws.
(j) No Third Party Beneficiaries
This Agreement is solely between and among the parties hereto and not for the benefit of any third
party. No third party shall have any rights, duties, claims or obligation of any kind under this
Agreement.
(k) Gender and Number
Unless the context of any Agreement provision or attachment hereto clearly indicates to the
contrary, the masculine includes the feminine, the singular includes the plural, and the plural
includes the singular.
(1) Construction
This Agreement was drafted by both parties and reviewed by counsel for each party, and shall not
be construed against either party.
(m) Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original but all of which together shall constitute but one instrument, which may be
sufficiently evidenced by any counterpart.
(n) Contractual Waiver
The waiver by either party hereto of a breach of any provision of this Agreement shall not operate
or be construed as a further or continuing waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of either party to exercise, and no delay in exercising any
right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of such right, power or remedy by such party preclude any other or further exercise thereof
or the exercise of any other right, power, or remedy.
(o) Costs of Enforcement
In any action brought by either party against the other party to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover all reasonable attomey's fees
and costs of the action.
(p)
Injunctive Relief
Each party acknowledges that the other's legal remedies (including the payment of damages)
would not adequately compensate the breaching party for the other's breach of this Agreement
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(q)
regarding ownership, use, copying distribution, confidentiality, or nondisclosure of IRON's
services, the Intellectual Property, the Confidential Information, and that it would suffer continuing
irreparable injury as a direct result of such breach. Therefore, in the event of any such breach or
threatened breach, the non -breaching party may seek entry of any injunctive relief necessary to
prevent or cure such breach (including temporary and preliminary relief, and relief by order of
specific performance) without posting a bond or other security or proof of irreparable harm.
Relationship Between the Parties; Independent Contractors
None of the provisions of this Agreement are intended to create, nor shall be deemed or construed
to create, any relationship between the Plan Sponsor and IRON other than that of independent
entities contracting with each other hereunder solely for the purpose of effecting the provisions of
this Agreement. None of the parties hereto, nor any of their respective directors, officers,
employees or agents shall be construed to be the employee, agent, or representative of the other.
This Agreement shall not be deemed to be a joint venture relationship. As independent parties, the
Plan Sponsor and IRON maintain separate and independent management. As between the Plan
Sponsor and IRON, each has full, complete, absolute and sole authority and responsibility
regarding its own operations, and neither shall have any direction or control over the manner in
which the other performs its obligations.
(r) Impossibility of Performance
Neither party shall be deemed to be in violation of this Agreement if such party is delayed in
performing or prevented from performing any of its obligations hereunder for any reason beyond
its reasonable control including, without limitation, nationalization, strikes, expropriation,
devaluation, seizure or similar action by any governmental authority, de facto or de jure; or
enactment, promulgation, imposition, or enforcement by any such governmental authority of
currency restrictions, exchange controls, levies, or other charges affecting the Plan; or the
breakdown, failure, or malfunction of any utilities or telecommunications systems; or any order or
regulation of any banking or securities industry including changes in market rules and market
conditions affecting the execution or settlement of transactions; or acts of war, terrorism,
insurrection, or revolution; or natural disasters, acts of God, act of a foreign enemy, statutory or
other laws, regulations, rules or orders of federal, state, or local government, or any agency thereof.
(s) Successor Laws
Any reference in this Agreement to the Code, or other applicable law, or to any regulations or
administrative pronouncements thereunder, shall be deemed to include a reference to any
modifications or amendments thereof, and any successor provision of the Code, or other applicable
law, or any successor regulations or administrative pronouncements thereunder.
(t) Authorized Parties
The Plan Sponsor may appoint or designate any person to act on its behalf concerning this
Agreement and its operation as it deems appropriate. Plan Sponsor shall furnish to IRON a copy
of any such appointment or designation and, until written notice of such changes are received by
IRON in accordance with Section 15(e) of this Agreement or grant of power is in compliance with
this Section 15(t), IRON may conclusively rely upon the authority of such persons to act
notwithstanding anything to the contrary contained in this Agreement. IRON shall have no
obligation or duty to ascertain or determine whether such appointment, designation, or grant of
power is in compliance with applicable state or federal law.
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16. Dispute Resolution; Arbitration. All disputes, actions or controversies between Plan Sponsor and
IRON or its affiliates, including any of IRON' s present or former officers, directors, agents or employees, which
may arise out of or relate to any of the Fiduciary Services provided by IRON under this Agreement, or the
construction, performance or breach of this or any other agreement between IRON or an affiliate and Plan Sponsor,
whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties
acting in good faith.
If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-
binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties.
Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole
discretion at any time. The fees of the mediator shall be borne equally by the parties.
If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the
extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration
Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall
be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so
appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court
having jurisdiction. In agreeing to binding arbitration, Plan Sponsor is aware that:
(a) Arbitration is final and binding on the parties.
(b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except
to the extent such a waiver would violate applicable law.
(c) Pre -arbitration discovery is generally more limited than and potentially different in form and scope
from court proceedings.
(d) The arbitration award is not required to include factual findings or legal reasoning and any party's
right to appeal or to seek modification of rulings by the arbitrators is strictly limited.
(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated
with the securities industry.
(f) Plan Sponsor understands that this agreement to arbitrate does not constitute a waiver of its right
to seek a judicial forum where such waiver would be void under federal or applicable state
securities laws.
17. Plan Sponsor Direction for Plan Implementation. In connection with the initial selection of DIAs
(the "New Menu Options") for the Plan by IRON in its discretion as the Plan's Investment Manager, the
investments for participants under the Plan will be transitioned as follows:
® (a) Mapping: IRON will map the Plan's existing investment alternatives into the New Menu Options
as described in Appendix D. The mapping of investment alternatives may be implemented as an internal
transfer where Nationwide serves as the recordkeeper both before and after such mapping, or as part of an
administrative conversion in which the Plan is transitioned from an unrelated recordkeeper to Nationwide;
or
❑ (b) Plan Re -enrollment: The participants under the Plan will re -enroll, and participants will
complete new investment election forms populated with the New Menu Options.
Plan Sponsor must elect one of the options above and immediately notify both Nationwide and IRON if the election
is changed.
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If the Plan Sponsor elects to use a Managed Account Service for the Plan, then the following provision shall apply:
18. Plan Sponsor Direction for On-going Monitoring of Managed Account Service. If the Plan
Sponsor elects to use a Managed Account Service for the Plan, the Plan Sponsor must check the box below to
engage IRON to provide on-going monitoring of the Managed Account Service. If the box is not checked, no such
service shall be provided by IRON.
® The Plan Sponsor has selected a Managed Account Service for the Plan that is available on
Nationwide's public sector platform. The approved Managed Account Service Provider as of the Effective
Date of this Agreement is Nationwide Investment Advisors, LLC. In connection with the Plan Sponsor's
initial selection of this Managed Account Service, the Plan Sponsor hereby authorizes IRON to provide
on-going monitoring of the Managed Account Service and make recommendations, when appropriate, for
(a) the Managed Account Service Provider to replace any applicable portfolio advisor or subadvisor, or
(b) the Plan Sponsor to discontinue the Managed Account Service in the event any such portfolio advisor
or subadvisor is not appropriately replaced.
(Please Note: Additional paperwork is required to establish the Managed Account Service with Nationwide
Investment Advisors, LLC.)
The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement
is within the scope of the activities authorized by the Plan and applicable laws and that the Plan's authorized
representative is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each
party represents to the others that the person executing this Agreement on its behalf is duly authorized and
empowered to execute this Agreement. IRON, Nationwide and the Plan Sponsor hereby agree with the provisions
set forth in this Agreement and the verification set forth above.
The Parties have hereby executed this Agreement, inclusive of all Appendices, as of December 18th
20 18 , the Effective Date of this Agreement.
Plan Sponsor/Responsible Plan Fiduciary
Plan Sponsor Signature:
Plan Sponsor Printed Name;
Plan Sponsor Title:
Plan Sponsor Address:
Plan Sponsor Email:
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(Street)
(City) (State/Zip)
14
Approved at to form
City Attorney
IRON Financial, LLC
IRON Representative Signature:
IRON Representative Printed Name:
IRON Representative Title:
Nationwide Retirement Solutions, Inc.
Nationwide Representative Signature:
Nationwide Representative Printed Name:
Nationwide Representative Title:
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•
Richard Lakin
Chief Compliance Officer
15
APPENDIX A
Retirement Plan Client Profile
Employer Name:
City of Lodi, California
Employer Address:
Employer Phone:
Employer Fax:
Employer Email:
TIN:
Number of Locations:
Current Designated Investment Alternatives:
Current Money Market or Cash Equivalent:
Plan Type: 457(b)
Name of responsible Plan fiduciary (the person(s)
authorized to enter into arrangements for service on
behalf of the Plan):
Does the Plan have a preexisting relationship with IRON
Financial or an affiliate?
❑ Yes XNo
If Yes, please describe:
Does the Plan own any IRON Financial affiliated
products?
❑ Yes XNo If Yes, please list:
Assets as of:
Projected Annual Cash Flow:
PLEASE COMPLETE DATA BELOW — PLAN CANNOT BE SET UP WITH OUT THIS DATA
Plan Fiduciary Name:
Phone No. Email Address
Consultant/Advisor Name, if applicable:
Phone No. Email Address
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APPENDIX B
Schedule of Fiduciary Services
IRON shall provide only the services mutually agreed to by IRON and the Plan Sponsor acting on behalf of the
Plan or Plan participants or beneficiaries. Fees for those services are set forth in the Fee Schedule in Appendix
C.
Fiduciary Services
Plan Sponsor seeks to engage IRON as a fiduciary to assist in the following activities:
1. Development of an Investment Policy Statement ("IPS")
IRON will assist Plan Sponsor (or an authorized delegate thereof) in developing an IPS, which Plan
Sponsor shall approve, that will be based upon the Morningstar Asset Categories proposed in Appendix
D. IRON will propose a menu of DIAs that are sufficient to provide participants the ability to create well -
diversified portfolios through a mix of equity and fixed income exposures, absent any restrictions noted in
Appendix D.
2. Initial Selection and On-going Monitoring of the Plan's Designated Investment Alternatives
Once the IPS is approved by Plan Sponsor, IRON will review the investment options available to the Plan
and will utilize qualitative and quantitative analysis to provide Plan Sponsor with recommendations
regarding the Plan's DIAs that meet the criteria set forth in the IPS. Such recommendations shall include
advising on the most appropriate share class for any investment alternative selected for the Plan.
Once IRON's initial recommendations have been implemented, IRON will monitor the DIAs and will
instruct Nationwide directly to remove and replace investments that no longer meet the IPS criteria. IRON
will communicate any changes to Plan Sponsor reasonably in advance of the proposed change. Plan
Sponsor understands that declining any of IRON's recommendations may cause the Fiduciary Services
under this Agreement to terminate pursuant to Section 14 of the Agreement.
IRON will not be responsible for the selection or monitoring (including but not limited to making any
recommendations to retain or remove) any investments made under the Plan that are not actually selected
by IRON in its discretion as the Plan's Investment Manager for the Morningstar Asset Categories set forth
in Appendix D. In no event shall IRON be responsible for the selection or monitoring of stable value
funds, guaranteed investment contracts, collective investment trusts, fixed annuities, bank products,
investments made through mutual fund windows or self-directed brokerage accounts under the Plan, or
any other investment alternatives offered to Plan participants that have been selected by Plan Sponsor or
any other provider. IRON will not have any fiduciary oversight or any related responsibility with respect
to forfeiture accounts, suspense accounts or any other accounts under the Plan with unallocated monies.
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3. Default Investment Option Management
Plan Sponsor authorizes IRON to designate a Default Investment Option ("DIO") for use in those instances
when participants fail to properly direct the investment of their accounts. Once IRON's initial
recommendation for a DIO has been implemented, IRON will continue to monitor the DIO by following
the same process outlined in Section 2 of Appendix B for the monitoring of the DIAs.
If selected in Section 17 of the Agreement, IRON will map the Plan's existing investment alternatives into
the New Menu Options as described in Appendix D. If the Plan has an existing DIO, IRON will map those
participant investments to the DIO selected by IRON.
4. On-going Monitoring of Managed Account Service
If directed by the Plan Sponsor under Section 18 of the Agreement, IRON will provide on-going
monitoring of the Managed Account Service selected by the Plan Sponsor to determine that it remains
prudent for the Plan Sponsor to continue to offer such Managed Account Service to its participants. IRON
will conduct on-going fiduciary due diligence on the Managed Account Service Provider and any
applicable portfolio advisor or subadvisor and, when appropriate, make recommendations to the Managed
Account Service Provider to replace any applicable portfolio advisor or subadvisor. If any such portfolio
advisor or subadvisor is not appropriately replaced and IRON believes, based on its on-going fiduciary
due diligence, that it is no longer prudent for the Plan Sponsor to continue to offer the Managed Account
Service, IRON will recommend termination of the Managed Account Service in its entirety. In no event
will IRON have the authority or related responsibility to recommend an alternative Managed Account
Service to the Plan Sponsor, and IRON will not have any discretionary authority over the termination of
the Managed Account Service.
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APPENDIX C
Nationwide Investment Fiduciary Facilitation Agreement and Fee Schedules
This Nationwide Investment Fiduciary Facilitation Agreement ("Facilitation Agreement") is entered into
between the Employer/Plan Sponsor (the "Plan Sponsor") as identified in the separate Fiduciary Investment
Management Agreement ("FIMA") between the Plan Sponsor, IRON Financial, LLC, a Plan Investment
Advisory Firm ("IRON"), and Nationwide Retirement Solutions, Inc., a Delaware corporation and an
affiliate and subsidiary of Nationwide Financial Services, Inc. ("Nationwide") to establish an arrangement
for fiduciary investment management services ("Fiduciary Services") and, if directed by the Plan Sponsor
in the FIMA, Fiduciary Services related to the on-going monitoring of the Managed Account Service
selected by the Plan Sponsor for its Plan participants. In performing the Fiduciary Services, IRON will
serve as an Investment Fiduciary. This Facilitation Agreement shall be effective upon execution by the
Plan Sponsor, IRON and Nationwide. Any capitalized terms used in this Facilitation Agreement shall have
the same meanings as in the companion FIMA.
Plan. Sponsor Representations
Plan Sponsor acknowledges that it is solely responsible for selecting IRON as Investment Fiduciary and if directed
by the Plan Sponsor in the FIMA, a fiduciary for the on-going monitoring of the Plan's Managed Account Service.
Nationwide shall be under no obligation to confirm or verify that IRON is properly registered with the Securities
and Exchange Commission or with state(s) securities authorities, as applicable. Plan Sponsor represents that as a
Plan fiduciary independent of IRON and any other Plan fiduciary it approves of (1) IRON's investment strategies,
(2) the provision of investment management services and, if directed by the Plan Sponsor in the FIMA, (3)
Fiduciary Services related to the on-going monitoring of the Managed Account Service to the Plan by IRON. Plan
Sponsor hereby approves of the payment arrangements set forth herein and affirms that those payment
arrangements are consistent with the terms of the Plan document and related materials ("Plan Document") and
with all applicable law. Plan Sponsor also affirms that the Fiduciary Services are separate and apart from the actual
sale of any products or services offered by Nationwide or any of its affiliates which may be used to provide the
Plan's underlying investments or administration, including recordkeeping, Plan administration and trust or custody
services. Plan Sponsor acknowledges that it is solely responsible for monitoring the Fiduciary Services provided
by IRON, including their ongoing compliance with the applicable provisions of all applicable law. Plan Sponsor
acknowledges that, to the extent applicable, it has received full disclosure of the payment structure with respect to
Plan assets that are invested in Affiliated Funds (as later defined herein). Plan Sponsor acknowledges that it is
solely responsible for providing and maintaining accurate contact information to Nationwide and IRON to ensure
timely communications relating to the Plan's investments and, if applicable, the Managed Account Service.
IRON Representations
IRON represents that it is registered as an investment adviser with the Securities and Exchange Commission
under the Investment Advisers Act of 1940 or with applicable state(s) securities authorities, and is qualified
to serve as an investment adviser as defined under the Act, with the associated fiduciary responsibilities
that designation entails. IRON agrees to notify the Plan Sponsor and Nationwide in writing within ten (10)
Business Days after IRON ceases to be registered as an investment adviser. IRON also represents that it
has received, read and will comply with all applicable provisions of the Code and/or other applicable law
including fee and compensation disclosure.
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IRON represents that it will not employ investment strategies which involve the investment of Plan assets
in mutual funds that are affiliated with IRON ("Affiliated Funds") or strategies which would cause IRON
to act as a fiduciary with respect to the oversight of an affiliated managed accounts service program or
provider ("Affiliated Program").
Nationwide Representations
Nationwide represents that, using reasonable care consistent with industry standards, it will carry out instructions
provided by Plan Sponsor and/or IRON in support of the arrangement set forth herein. Nationwide takes no
position as to either the advisability or the necessity of such service. Nor does Nationwide necessarily endorse
the use of an investment fiduciary in general. It is the responsibility of the Plan's designated fiduciary to select
this service if desired.
Investment Authority
By executing this Facilitation Agreement, the Plan Sponsor prospectively delegates investment authority to
IRON regarding the selection of the funding vehicle(s) on the Schedule of Investments, which is included as
part of the trust or custody agreement (the "NTC Agreement") executed by NTC and the Plan Sponsor, and any
subsequent investment direction provided to NTC in the format requested by NTC (collectively, the "Investment
Selections"). Plan Sponsor directs NTC to disregard any direction previously received from the Plan Sponsor
regarding Investment Selections. For Plans in existence at Nationwide prior to execution of this Facilitation
Agreement, any assets held in unallocated accounts, mutual fund windows, self-directed brokerage accounts,
guaranteed investment contracts, collective investment trusts, stable value funds, fixed annuity products, or bank
products, if applicable, remain under the investment authority of the Plan Sponsor.
Transaction Processing
Plan Sponsor authorizes Nationwide to take direction from IRON with regard to processing investment changes
for the Plan. IRON shall provide direction to Nationwide via paper, fax, electronic file transfer, or email instruction.
Plan Sponsor acknowledges that in the event Nationwide receives investment direction from Plan Sponsor that
does not correspond to the investment direction received by IRON as the Investment Fiduciary, Nationwide shall
process the Plan Sponsor's investment direction as instructed. Plan Sponsor further acknowledges that such
direction may reduce or eliminate the investment fiduciary protection which exists under the Facilitation
Agreement.
IRON Fee
Plan Sponsor authorizes that IRON shall be compensated as follows for providing the Fiduciary Services and, if
directed by the Plan Sponsor in the FIMA, the Fiduciary Services related to the on-going monitoring of the Plan's
Managed Account Service, to the Plan:
0.08% of Plan assets annually for plans with assets up to $10,000,000;
0.07% of Plan assets annually for plans with assets of $10,000,001 to $20,000,000;
0.06% of Plan assets annually for plans with assets of $20,000,001 to $30,000,000; and
0.05% of Plan assets annually for plans with assets greater than $30,000,000
IRON' s Fee will be deducted from Plan participant accounts and forwarded by Nationwide to IRON.
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Nationwide Fee
Plan Sponsor authorizes Nationwide to receive a fee equal to 0.02% of Plan assets annually for expenses incurred
in connection with maintaining the technology foundation that enables IRON's access to plans investing through
the Nationwide platform, data transfers, support for daily IRON initiated investment fund modifications, the
management of changes to agreements due to changes in service initiated by Plan Sponsor, and, if directed by the
Plan Sponsor in the FIMA, the Fiduciary Services related to the on-going monitoring of the Plan's Managed
Account Service. Plan Sponsor acknowledges that any or all of these services may be provided by Nationwide or
by an affiliate of Nationwide.
Total Fees
The term "Total Fee" or "Total Fees" shall be used in this Appendix C when referring to both the IRON
Fees and Nationwide's fee as described above.
Fee Processing
Total Fees will be calculated and deducted from Plan assets no less frequently than monthly based on the total
market value of the Plan assets, regardless of whether such assets are managed by IRON, selected by Plan Sponsor,
managed by a Managed Account Service Provider, or invested in a self-directed brokerage account, but excluding
Plan assets held as participant loans and in bank products that assess a fee for early withdrawal before maturity.
Each monthly Fee represents payment for the services for the relevant service period, which is the preceding
calendar month ("Service Period"), determined as of the last Business Day of each month. The market value will
be multiplied by one twelfth of the applicable annual fee percentage stated above and will be deducted on the last
Business Day of the month. Any deducted amount will be pro -rated across all participant and Plan -level accounts
with a balance in the Plan to the extent possible. Although assessed against all of the Plan's assets unless otherwise
excluded above, the Fee may be deducted from any funding vehicle(s) in the Plan, with the exception of self-
directed brokerage accounts and/or bank products that assess a fee for early withdrawal before maturity.
Initial Fee
The initial Service Period shall commence upon the effective date of this Facilitation Agreement or the date
the first deposit is received into the account, whichever is later. The annual fee percentage for the initial
Service Period will be prorated (hereafter "Initial Fee Percentage") for the number of calendar days from
the day the Service Period commences until the last day of the calendar month. The market value of the
Plan assets on the last Business Day of the month will be multiplied by the Initial Fee Percentage and the
resulting Total Fees shall be deducted on the last Business Day of the month.
Final Fee
If this Facilitation Agreement is terminated, as described in the Termination, Resignation or Replacement section
of this Appendix C, Nationwide and IRON shall be entitled to a final monthly fee. If the ending date of the Service
Period is not on the last Business Day of the month, the annual fee percentage for the final Total Fee (hereafter
"Final Fee Percentage") will be prorated for the number of days in the month for which services were provided.
The timing of the deduction of the final Total Fee will vary depending on the termination scenario as outlined
below:
• Facilitation Agreement is terminating, but the Plan is staying with Nationwide: The final Total Fee
will be deducted within five (5) Business Days after Nationwide receives notification from IRON or the
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Plan Sponsor that the FIMA is terminating. The ending date of the Service Period for purposes of
calculating the Final Fee Percentage will be the date of the Total Fee deduction.
• Plan assets are liquidating due to Plan termination or Plan transfer: The last date of the Service Period
used for calculating the Final Fee Percentage will be the scheduled date of transfer or the Business Day
prior to the scheduled date for the commencement of Plan termination withdrawals. The final Total Fee
will be deducted on the last date of the final Service Period using the prior Business Day's market value.
IRON acknowledges that it may only be compensated for services to the Plan under the terms of this Facilitation
Agreement, and that IRON and/or its associated persons will not also be compensated for any non -advisory
services. IRON acknowledges that it is solely responsible for ensuring no such compensation for non -advisory
services is received.
Indemnification
IRON and Plan Sponsor acknowledge that Nationwide: (1) is acting solely as a ministerial facilitator for making
available Plan information for the purposes of providing the Fiduciary Services and, if directed by the Plan Sponsor
in the FIMA, Fiduciary Services related to the on-going monitoring of the Managed Account Service, (2) may
conclusively rely on any instructions it may receive to effectuate payment to IRON under this Facilitation Agreement,
and (3) shall have no duty to monitor or otherwise review the instructions received or the Fiduciary Services provided
to the Plan by IRON. IRON and Plan Sponsor agree to indemnify, defend, and hold Nationwide and its directors,
officers, agents, affiliates, and employees (collectively, the "Nationwide Indemnities") harmless from and against
any and all losses, claims, demands, liabilities, damages, suits or other legal actions, judgments and decrees,
attorneys' fees, costs and expenses of any kind or nature whatsoever ("Losses") that the Nationwide Indemnities may
directly or indirectly suffer or incur arising out of the performance of Nationwide's duties under this Facilitation
Agreement, except to the extent such Losses result from Nationwide's willful misfeasance, bad faith, negligence or
reckless disregard of its duties or obligations hereunder.
Each party acknowledges and agrees that the terms set forth herein are consistent with and not contradictory to any
other agreements or understandings between the parties and that in the event any such terms herein are inconsistent
or contradictory therewith, the terms of this Facilitation Agreement shall control.
Confidentiality of Information and Authorization to Share
Plan Sponsor authorizes Nationwide to provide IRON with access to Plan information that Nationwide holds,
including, but not limited to, fund balances, transaction histories, and funding vehicle allocations ("Plan Related
Information"). Plan Sponsor acknowledges that Nationwide shall have no liability or responsibility for IRON's
use or disclosure of Plan Related Information.
Plan Related Information provided by Nationwide to IRON pursuant to this Facilitation Agreement shall be
kept strictly confidential ("Confidential Information"). IRON agrees to protect and maintain the Confidential
Information with reasonable care, which shall not be less than the degree of care it uses to protect its own
confidential information. Furthermore, IRON agrees not to use or disclose Confidential Information other than
on a "need to know basis" and then only as (i) necessary to carry out the purpose for which the Confidential
Information was disclosed, (ii) expressly authorized by Plan Sponsor (a copy of such authorization must be
provided to Nationwide prior to the release of Confidential Information), or (iii) required by law.
In the event that IRON uses a third -party service provider to provide services under this Facilitation
Agreement, they agree that any such third -party service providers shall have, by appropriate written
NRM-15358A0 (01/2018)
22
agreement, agreed to safeguard Confidential Information and to limit its use to performance of services
authorized by the Plan Sponsor.
Upon discovery of unauthorized access to or disclosure of Confidential Information, IRON shall promptly notify,
furnish full details to, and cooperate with Nationwide to limit and correct the unauthorized disclosure and shall
pay all direct damages associated with notification and correction deemed necessary by Nationwide. These direct
damages include all reasonable costs associated with notifying affected individuals (e.g., printing, mailing, service
center response, and credit monitoring services).
Upon Nationwide's written request or following termination of this Facilitation Agreement, IRON agrees to (1)
promptly return to Nationwide any Confidential Information in its possession or control, or (2) purge, delete,
destroy, to the extent reasonably practicable, any Confidential Information that cannot feasibly be returned to
Nationwide (certifying such actions in writing), and (3) safeguard all other Confidential Information that cannot
be returned, purged, deleted or destroyed.
IRON acknowledges that Confidential Information may contain non-public personally identifiable information as
defined in the Gramm -Leach -Bliley Act and the rules and regulations promulgated thereunder ("Personal
Information"). IRON agrees to establish and maintain procedures reasonably designed to assure the security and
privacy of Personal Information. Furthermore, IRON agrees to comply with all laws, rules, regulations and
ordinances relating to privacy, confidentiality, data security and the handling of Personal Information that may
from time to time be established.
Each of the parties warrants to the other that it shall not disclose to any third party proprietary information that it
may acquire in the performance of this Facilitation Agreement; nor shall it use such proprietary information for
any purposes other than to fulfill its contractual obligations under this Facilitation Agreement or as required by
law.
This subsection shall survive and continue in full force and effect notwithstanding the expiration or termination of
this Facilitation Agreement.
Termination, Resignation or Replacement
Either the Plan Sponsor or IRON may terminate this Facilitation Agreement at any time by terminating the FIMA.
Once the FIMA is terminated, IRON will provide Nationwide with written notice as soon as administratively
possible and no later than ten (10) Business Days. Once Nationwide receives the termination notification, the
Facilitation Agreement will be terminated. Nationwide may terminate this Facilitation Agreement at any time by
providing at least ten (10) Business Day's written notice to the Plan Sponsor and IRON. Such termination will
not, however, affect the liabilities or obligations of the parties arising from transactions initiated prior to such
termination, and such liabilities and obligations shall survive any expiration or termination of this Facilitation
Agreement. The Facilitation Agreement will be terminated at such time as the Plan assets are transferred in full
or the day prior to commencement of withdrawal transactions in the event the Plan is terminated.
Upon termination of this Facilitation Agreement, Nationwide shall be under no obligation to carry out payment
instructions on behalf of the Plan Sponsor, IRON, or any successor advisory firm chosen by the Plan Sponsor
unless such parties enter into a new Facilitation Agreement with Nationwide. Further, Plan Sponsor
acknowledges that Nationwide cannot and is not under any legal obligation to facilitate refunding any
appropriately paid payment to IRON under the terms of this Facilitation Agreement.
NRM-15358A0 (01/2018)
23
Notice
All notices to be given pursuant to this Facilitation Agreement shall be given in writing and delivered by personal
delivery or by postage prepaid, registered or certified United States first class mail, return receipt requested,
overnight mail, or by facsimile, or similar means of same day delivery (with a confirming copy by mail as provided
herein). All notices shall be given or sent to the addresses shown herein or as Nationwide has on file for each
party.
Executed Copies
Plan Sponsor hereby authorizes Nationwide to send executed copies of this Facilitation Agreement to Plan
Sponsor, IRON, and the Plan's authorized representative.
Authority
The Plan Sponsor representative signing this Facilitation Agreement represents that performance of the
Facilitation Agreement is within the scope of the activities authorized by the Plan and applicable laws and that
he or she is duly authorized to negotiate, enter into, and renew this Facilitation Agreement on behalf of the Plan.
Each party represents to the others that the person executing this Facilitation Agreement on its behalf is duly
authorized and empowered to execute this Facilitation Agreement.
NRM-15358A0 (01/2018)
24
APPENDIX D
Investment Mapping Procedures
General
In its discretion as the Plan's Investment Manager, IRON has instituted the mapping grid detailed below for the
conversion of existing Plan assets into IRON's Investment Manager model.
IRON will utilize Morningstar's established asset categories as the basis to identify and convert existing Plan
assets to a respective IRON recommended investment in the same asset category.
The eligible Morningstar asset categories for the Plan are as follows;
Equity
US Fund Large Growth
US Fund Large Value
US Fund Mid -Cap Blend
(Growth/Blend/Value Styles)
US Fund Small -Cap
(Growth/Blend/Value Styles)
US Fund Foreign Large Blend
(Growth/Blend/Value Styles)
US Fund Foreign Small/Mid Blend
(Growth/Blend/Value Styles)
US Fund Diversified Emerging
Markets
(All cap and styles)
US Fund Real Estate Investment
Trust (REITS)
Fixed Income Asset Allocation Index Cash Preservation
US Fund Short -Term Bond
US Fund Intermediate -Term
Bond
US Fund Intermediate
Government
Target Risk
US Fund Allocation -15%
to 30% Equity
US Fund Allocation -30%
to 50% Equity
US Fund Allocation -50%
to 70% Equity
US Fund High Yield Bond US Fund Allocation -70%
to 85% Equity
US Fund Inflation -Protected
Bond
US Fund World Bond
US Fund Convertibles
Target Date
Retirement Income
Target Date 2000-2010
Target Date 2011-2015
Target Date 2016-2020
Target Date 2021-2025
Target Date 2026-2030
Target Date 2031-2035
Target Date 2036-2040
Target Date 2041-2045
Target Date 2046-2050
Target Date 2051-2055
Target Date 2056-2060
S&P 500 Index
Total Stock Market
Index
International Stock
Market Index
Total Bond Market
Index
Total International
Bond Market Index
US Fund Money
Market -Taxable
The above list of Morningstar Asset Categories is subject to change and IRON may add, delete or change any
of the recommended asset classes above without having to amend this Appendix D.
Any current investment that does not have a direct category -to -category correlation will be mapped to the DIO
designated by IRON. Similarly, if a Plan has designated an existing DIO, funds held in the Plan's existing DIO
will be mapped to the new DIO designated by IRON. Plan Sponsor acknowledges that performance may vary
among investments, and that an investment that is mapped may not perform as well as the current investment.
IRON will not have any fiduciary oversight or any related responsibility with respect to the mapping of
forfeiture accounts, suspense accounts or any other accounts under the Plan with unallocated monies.
NRM-15358A0 (01/2018)
25
The following investment options will not be mapped by IRON;
• Fixed Group Annuity contracts;
• Bank products;
• Collective investment trusts/stable value funds; and
• Self-directed Brokerage Assets
For Plan Sponsors Utilizing the Nationwide Grouu Flexible Purchase Payment Deferred Fixed Annuity,
Contract ("Nationwide Fixed Annuity" or "NFA")
If Plan Sponsor elects to use the Nationwide Fixed Annuity as an investment option in the Plan, Plan Sponsor
hereby agrees to the following additional terms and conditions. The NFA contains provisions that restrict certain
"competing investments" that the Plan may offer. If the Plan Sponsor elects to use the NFA, IRON will not
include any competing investments in the proposed investment line-up.
Any investment included in, or similar to, the following asset classes are considered to be "competing" with the
NFA and may not be included in IRON's proposed investment line-up when the NFA is selected:
1. Ultra Short Term Bond
2. Short Term Bond
3. Money Market
4. Stable Value Wrap/Synthetic Guaranteed Interest Contracts
5. Traditional Guaranteed Interest Contracts
6. Guaranteed Separate Accounts
7. Collective Investment Trusts
8. Bank Products
9. Funding Agreements (such as Federal Home Loan Bank Investments)
10. Indexed Fixed Annuity Products
The status of any existing competing investments will be determined by the Plan Sponsor in compliance with any
separate legal agreements between the parties (including the actual NFA, which is executed between Nationwide
Life Insurance Company and the Plan Sponsor) regarding the NFA.
NRM-15358A0 (01/2018)
26
Summary Table and Sample Report
The table below summarizes the fund mapping process. A sample report with the fund mapping process
may be provided for illustration purposes.
ABC Retirement Plan (Product Platform - Plan Asset Category Tier)
Existing Plan Holdings
Action
IRON Recommended Funds
Non -Index Funds with
correlating Morningstar Asset
Category (Core Funds)
Mapped
Respective Non -Index Funds within eligible
Morningstar Asset Categories for each of the
funds (Core Funds)
Index Funds that are currently
listed in the Product -specific
IRON Recommended Index
Funds List (Core Funds)
NOT
Mapped
By
IRON
Status Quo
Index Funds that are NOT
currently in the Product -specific
IRON Recommended Index
Funds List (Core Funds)
Mapped
Relevant Index Fund within the Index
Fund Choices being offered in the
Product Platform using Index Asset
Category
Funds with no correlating
Morningstar Asset Category
Mapped
DIO (as newly designated by IRON)
• Nationwide Fixed Annuity
contract
• Collective investment
trusts/stable value funds
• Bank products
• Self-directed Brokerage
Accounts
NOT
Mapped
By
IRON
Status Quo
DIO but NOT a designated Suspense
Account fund
Mapped
DIO (as newly designated by IRON)
Designated Suspense Account fund
NOT
Mapped
By
IRON
Status Quo
Unallocated Accounts
NOT
Mapped
By
IRON
Status Quo
IRON Fiduciary Services Agreement
Application: Group Flexible Purchase
Payment
City of Lodi 457 Plan & Trust
APPLICATION FOR
GROUP FLEXIBLE PURCHASE PAYMENT DEFERRED FIXED ANNUITY CONTRACT
underwritten by
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
[1-877-677-3678]
APPLICANT
CITY OF LODI 457 PLAN AND TRUST (the "Applicant"), applies to be the Contract Owner of
a Group Flexible Purchase Payment Deferred Fixed Annuity Contract (the "Contract") underwritten by Nationwide Life Insurance Company ("Nationwide").
The Group Flexible Purchase Payment Deferred Fixed Annuity Contract applied for will become effective on the "Effective Date of Contract" if the initial Purchase
Payment and this application are accepted by Nationwide. In the event the initial Purchase Payment or this application are not accepted, Nationwide's liability will be
limited to a return of the initial Purchase Payment, and any subsequent Purchase Payments remitted.
PURCHASE PAYMENT
Applicant agrees to permit Participants in its Plan to allocate Purchase Payments to the Contract as of the "Effective Date of Contract".
TRANSFER AND EXCHANGE LIMITATION ELECTION
Elect One:
❑ Contract Level Aggregate Exchange Limitation (the limitation on Outgoing Exchanges from the Fixed Account is determined based on total assets held in the
Contract's Fixed Account's value tinder the Contract as of the last Business Day preceding the current calendar year).
0 Participant Level Exchange Limitation (the limitation on Outgoing Exchanges from the Contract is applied to each Participant Account under the Contract The
Contract Owner, or its designated Record Keeper is responsible for applying this limitation).
STATE INSURANCE FRAUD WARNINGS
FOR DC RESIDENTS ONLY: WARNING: it is a crime to provide false or
misleading information to an insurer for the purpose of defrauding the insurer
or any other person. Penalties include imprisonment and/or fines. In addition,
an insurer may deny insurance benefits if false information materially related
to a claim was provided by the applicant
NOTICE TO FL, MN. ND, SC, SD, TX AND VT RESIDENT'S ONLY:
Annuity payments, death benefits, surrender values, and other Contract Values
are subject to a market value adjustment, and are not guaranteed as to fixed
dollar amount, unless otherwise specified.
NOTICE TO OK AND PA RESIDENTS ONLY: Any person who
knowingly and with intent to defraud any insurance company or other person
files an application for insurance or statement of claim containing any
materially false information or conceals for the purpose of misleading,
information concerning any fact material thereto commits a fraudulent
insurance act, which is a crime and subjects such person to criminal and civil
penalties.
FOR WA RESIDENTS ONLY: Any person who knowingly presents a false
or fraudulent claim for payment of a loss or knowingly makes a false
statement in an application for insurance may be guilty of a criminal offense
under state law.
,NOTICE TO AR, CO. KY, LA. ME, NM. 011. AND TN RESIDENTS
ONLY: Any person who, knowingly and with intent to injure, defraud or
deceive any insurance company or other person, files an application for
insurance or statement of claim containing any materially false information or
conceals for the purpose of misleading, information concerning any fact
material thereto commits a fraudulent insurance act, which may be a crime and
may subject such person to criminal and civil penalties, fines, imprisonment,
or a denial of insurance benefits.
FOR NJ RESIDENTS ONLY: Any person who includes any false or
misleading information on an application for an insurance policy is subject to
criminal and civil penalties.
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 guilty of a felony of the third degree.
SIGNATURES
Signed on behalf of CITY OF LODI 457 PLAN AND TRUST
❑ Yes ® No
❑ Yes ❑x No
Do you have existing life insurance or annuity contracts?
Will the applied for Contract replace any existing life insurance or annuity contracts?
[(Authorized Signature of Applicant)]
[(Title)]
❑ Yes ❑x No
this _ day of
Do you have any reason to believe the Contract applied for is to replace existing annuities or insurance?
[(Authorized Nationwide Agent/Representative Signature)]
Date
[(Title)]
Florida License Identification #: (Florida Agents only)
NRA -0105A0.1
Approved as to form
Date
(Standard) (10/2007)
City Attorney
Roth Contribution Amendment
City of Lodi 457 Plan & Trust
0 Nationwide®
Nationwide Retirement Solutions
Roth Contribution Amendment to the
Deferred Compensation Plan for Public Employees
457 Governmental Plan and Trust
Plan Name: CITY OF LODI 457 PLAN AND TRUST
Preamble
Page 1 of 3
1.1 Adoption and effective date of amendment - The Employer adopts this Amendment to reflect Code
Section 402A, as amended by the Small Business Jobs Act of 2010 ("SBJA"). This Amendment is
intended as good faith compliance with the requirements of Code Section 402A and guidance issued
thereunder, and this Amendment shall be interpreted in a manner consistent with such guidance. This
Amendment shall be effective as of the date specified below.
1.2 Eligible governmental 457 plan - The Employer is an eligible employer as defined in Code §457(e)(1)
(A).
1.3 Supersession of inconsistent provisions - This Amendment shall supersede the provisions of the Plan
to the extent those provisions are inconsistent with the provisions of this Amendment.
Article II: Effective Date and Unforeseeable Emergency
2.1 Effective Date of Designated Roth Contributions. - Designated Roth Contributions are permitted
under the Plan as of the date this Amendment is executed below, which is no earlier than the earlier of
(i) the Effective Date as defined herein or (ii) the effective date of any prior adoption of Designated Roth
Contribution provisions.
2,2 Unforeseeable Emergency - If the Plan permits distributions of Elective Deferrals on account of an
unforeseeable emergency, Designated Roth Contributions may be withdrawn on account of an unfore-
seeable emergency subject to the same qualifications that apply to Pre-tax Elective Deferrals.
Article III: Designated Roth Contributions
3.1 peslgnated Roth Contributions are permitted - The Plan's definitions and terms shall be amended as
follows to allow for Designated Roth Contributions as of the Effective Date. Designated Roth
Contributions shall be treated in the same manner as Deferral Contributions for all Plan purposes except
as provided in Article 11 of this amendment. The Employer may, in operation, implement deferral
election procedures provided such procedures are communicated to Participants and permit
Participants to modify their elections at least once each Plan Year.
3.2 Deferral Contributions - The Plan's definition of Deferral Contributions at Section 1.08 is deleted and
replaced as follows: "Deferral Contributions" means Salary Reduction Contributions, Non -elective
Contributions, Matching Contributions and Designated Roth Contributions. The Employer or the
Administrative Services Provider (if applicable) in applying the Code § 457(b) limit will take into account
Deferral Contributions in the Taxable Year in which contributed. The Employer or Administrative Services
Provider (if applicable) in determining the amount of a Participant's Deferral Contributions disregards
the net income, gain and loss attributable to Deferral Contributions.
3.3 Salary Reduction Contributions - The Plan's definition of Salary Reduction Contributions at Section
1.27 is deleted and replaced as follows: "Salary Reduction Contributions" means a Participant's Elective
Deferrals which are not includible in the Participant's gross income at the time deferred and have been
irrevocably designated as Salary Reduction Contributions by the Participant in his or her deferral
election. A Participant's Salary Reduction Contributions will be separately accounted for, as will net
income, gain or loss, attributable to those Salary Reduction Contributions. All Deferral Contributions
prior to this amendment are Salary Reduction Contributions.
NRN-1129A0 (07/2015)
Nationwide Retirement Solutions
Roth Contribution Amendment to the
Deferred Compensation Plan for Public Employees
457 Governmental Plan and Trust
Plan Name: CITY OF LODI 457 PLAN AND TRUST
Page 2 of 3
3.4 Designated Roth Contributions - "Designated Roth Contributions" means a Participant's Deferral
Contributions that are includible in the Participant's gross income at the time deferred and have been ir-
revocably designated as Designated Roth Contributions by the Participant in his or her deferral election.
A Participant's Designated Roth Contributions will be separately accounted for, as will gains and losses
attributable to those Designated Roth Contributions. However, forfeitures may not be allocated to such
account. The Plan must also maintain a record of a Participant's investment in the contract (i.e., designat-
ed Roth contributions that have not been distributed) and the year in which the Participant first made a
Designated Roth Contribution.
3.5 Distribution Rule - Withdrawals (including, but not limited to, withdrawals on account of an unfore-
seeable emergency) from Participant's accounts may be directed by the Participant from either Salary
Reduction Contributions, Designated Roth Contributions or pro rata from Salary Reduction Contribu-
tions and Designated Roth Contributions.
3.6 Corrective distributions attributable to E esimated Roth Contributions - For any calendar year in
which a Participant may make both Designated Roth Contributions and Salary Reduction Contributions,
the corrective distribution from the Participant's accounts will be taken pro rata from a Participant's
Salary Reduction Contributions and Designated Roth Contributions made during such calendar year.
Furthermore, the Participant may elect which type of Deferral Contributions shall be distributed first.
3.7 Loans - If Participant loans are permitted under the Plan, all Participant Roth Accounts will be con-
sidered for the purposes of loans in accordance with this Section. Roth Accounts include the following:
Designated Roth Contribution accounts, all Rollover and Transfer accounts, to the extent those accounts
constitute Roth Accounts.
For any loans made on or after the Effective Date of this Amendment, the loan policy or program is
amended to enable a Participant to use a Participant's Roth Account in the calculation of the loanable
amount; however, loans may not be funded from the Participant's Roth Account.
For Plans that adopt or amend a loan policy or program on or after the date of this Amendment, the
Plan's loan policy or program shall govern in the event of a conflict.
NRN-1129A0 (07/2015)
Nationwide Retirement Solutions
Roth Contribution Amendment to the
Deferred Compensation Plan for Public Employees
457 Governmental Plan and Trust
Plan Name: CITY OF LODI 457 PLAN AND TRUST
Page 3 of 3
3.8 Rollovers - A direct rollover of a distribution from the Designated Roth Contribution account shall
only be made to a plan which includes Designated Roth Contributions as described in Code Section
402A(e)(1) or to a Roth IRA as described in Code Section 408A, and only to the extent the rollover is
permitted under the rules of Code Section 402(c).
3.8.1 The Plan shall accept a rollover contribution of Designated Roth Contributions only if it is a direct
rollover from another Plan which permits Designated Roth Contributions as described in Code Section
402A(e)(1) and only to the extent the rollover is permitted under the rules of Code Section 402(c). The
Employer, operationally and on a uniform and nondiscriminatory basis, may decide whether to accept
any such rollovers.
3.8.2 The Plan shall not provide for a direct rollover (including an automatic rollover) for distributions
from a Participant's Designated Roth Contribution account if the amounts of the distributions that are
eligible rollover distributions are reasonably expected to total less than $200 during a year. In addition,
any distribution from a Participant's Designated Roth Contribution account is not taken into account in
determining whether distributions from a Participant's other accounts are reasonably expected to total
less than $200 during a year. Furthermore, the Plan will treat a Participant's Designated Roth Contribu-
tion account and the Participant's other accounts as held under two separate plans for purposes of ap-
plying the automatic rollover rules. However, eligible rollover distributions of a Participant's Designated
Roth Contributions are taken into account in determining whether the total amount of the Participant's
account balances under the Plan exceed the Plan's limits for purposes of mandatory distributions from
the Plan.
3.9 Operational Compliance - The Plan and the Administrative Services Provider will administer Des-
ignated Roth Contributions in good faith with applicable regulations or other binding authority not
reflected in this amendment. Any applicable regulations or other binding authority shall supersede any
contrary provisions of this Amendment
This Amendment has been executed by a duly authorized individual this
20
By:
day of -,
Signature
Title:
Email Address:
Name of Plan: CITY OF LODI 457 PLAN AND TRUST
Plan Number: 0041537001
Effective Date of Amendment:
Approved as to form
NRN-1129A0 (07/2015)
ProAccount:
Plan Sponsor Agreement
Brochure & Brochure Supplement
City of Lodi 457 Plan & Trust
Nationwide®
Nationwide Investment Advisors, LLC
ProAccount - Plan Sponsor Agreement
Page 1 of 6
Plan: (the "Plan") CITY OF LODI 457 PLAN AND TRUST
Plan Sponsor: (the "Plan Sponsor")
City of Lodi , California
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 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.
II. 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.
65 bps (5 Tier) Agreement (NRM-9617A0.3-03/2018)
Nationwide Investment Advisors, LLC
ProAccount - Plan Sponsor Agreement
Page 2 of 6
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 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 providing 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.
65 bps (5 Tier) Agreement (NRM-9617A0.3-03/2018)
Nationwide Investment Advisors, LLC
ProAccount - Plan Sponsor Agreement
Page 3 of 6
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 Program fee ("Advice Program Fee") as outlined in the following schedule:
Account Balance
The first $99,999.99
0.65%
The next $150,000
0.60%
The next $150,000
The next $100,000
0.55%
Annual Program Fee
Assets of $500,000 and above
0.50%
0.45%
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. 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 Plan 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.
VI. 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 or 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.
65 bps (5 Tier) Agreement (NRM-9617A0.3-03/2018)
Nationwide Investment Advisors, LLC
ProAccount - Plan Sponsor Agreement
Page 4 of 6
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.
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 or 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 party (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 acquire, was
received, or will be received in confidence. Each party will exercise utmost diligence to protect and
guard such Confidential Information.
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.
65 bps (5 Tier) Agreement (NRM-9617A0.3-03/2018)
Nationwide Investment Advisors, LLC
ProAccount - Plan Sponsor Agreement
Page 5 of 6
VIII. 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. standard
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 182797
Columbus, Ohio 43218-2797
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,
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.
65 bps (5 Tier) Agreement (NRM-9617A0.3-03/2018)
Nationwide Investment Advisors, LLC
ProAccount - Plan Sponsor Agreement
Page 6 of 6
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.
IN WITNESS WHEREOF, the Plan Sponsor, on behalf of the Plan, has executed this Agreement as of the
date set forth below,
Plan:
By: (Signature)
Title)
Print Name:
Plan Address:
Plan Contact/Telephone:
Date:
ACCEPTED BY NIA:
Nationwide Investment Advisors, LLC
By:
Print Name:
Title:
Date:
ApprorvdMBtaform
4ttnrneY
65 bps (5 Tier) Agreement (NRM-9617A0.3-03/2018)
Nationwide®
Item 1 Cover Page
Nationwide Investment Advisors, LLC
10 West Nationwide Blvd
Mail Code: 5-02-301J
Columbus, OH 43215
March 28, 2018
Part 2A of Form ADV
This document ("brochure") provides information about the qualifications and business practices of Nationwide
Irvestment Advisors, LLC ("NIA"). If you have any questions about the contents of this brochure, please contact
us at 1-888-540-2896.
Tie information in this brochure has not been approved or verified by the United States Securities and Exchange
Commission ("SEC") or by any state securities authority.
Nationwide Investment Advisors, LLC ("NIA") is a registered investment adviser. Registration of an investment
adviser does not imply any level of skill or training. Additional information about NIA is also is available on the
SEC's website at www.adviserinfo.sec.gov.
1 PNN-0242A0.23 (03/2018)
Item 2 Material Changes
n this Item, NIA summarizes specific changes that are made to the brochure, since its last annual update, which
t believes a client would consider important (material changes). NIA provides its clients with a summary of any
material changes to this and subsequent brochures within 120 days of the close of its fiscal year on December
31.
VIA last updated its Form ADV Part 2A ("brochure") on March 31, 2017. The following summary discusses the
.material changes that NIA has made to the brochure since March 31, 2017.
• Update to Item 4 - The "Point in Time Non -Discretionary Advice" is no longer offered and this section
has been removed. A description of the currently offered non -discretionary advice service, marketed
as "My Investment Planner" has been added. NIA does not charge a separate fee for this Non -
Discretionary Advice Service.
At any time, clients may request a free copy of NIA's brochure by calling 1-888-540-2896, or by e-mail at
proacct@nationwide.com.
Additional information about NIA is also available on the SEC's web site www.adviserinfo.sec.gov. The SEC's
web site also provides information about any persons affiliated with NIA who are registered as investment
adviser representatives of NIA.
2 PNN-0242A0.23 (03/2018)
Item 3 Table of Contents
Item 1— Cover Page 1
Item 2 — Material Changes 2
Item 3 — Table of Contents 3
Item 4 — Advisory Business 4
Item 5 — Fees and Compensation 8
Item 6 — Performance -Based Fees and Side -By -Side Management 11
Item 7 — Types of Clients 11
Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss 12
Item 9 — Disciplinary Information 13
Item 10 — Other Financial Industry Activities and Affiliations 13
Item 11— Code of Ethics 15
Item 12 — Brokerage Practices 16
Item 13 — Review of Accounts 17
Item 14 — Client Referrals and Other Compensation 17
Item 15 — Custody 18
Item 16 — Investment Discretion 19
Item 17 — Voting Client Securities 20
Item 18 — Financial Information 20
Item 19 - Requirements for State -Registered Advisers 21
3 PNN-0242A0.23 (03/2018)
Item 4 Advisory Business
This brochure provides information about the business practices of NIA. NIA is an indirect subsidiary of
Nationwide Financial Services, Inc. ("Nationwide Financial"). NIA is a registered investment adviser under the
Investment Advisers Act of 1940. NIA's advisory representatives are registered as investment adviser
representatives in accordance with' the requirements of the state in which they operate.
NIA's Background Information -- NIA was formed on May 12, 2006, as a limited liability company. NIA is wholly
owned by Nationwide Life Insurance Company ("NLIC"), which is wholly owned by Nationwide Financial.
Nationwide Financial is wholly owned by Nationwide Corporation, a holding company for entities affiliated with
Nationwide Mutual Insurance Company. None of these Nationwide entities is publicly held.
NIA's advisory services are provided through portfolio management, asset allocation models, and managed
accounts for its programs described below.
Advice Program for Plan Sponsors of Trustee Directed Retirement Plans
NIA offers a discretionary investment advisory service (the "Advice Program") to plan sponsors of defined benefit
plans and certain other trustee directed retirement plans that use a retirement program offered by an affiliated
company, Nationwide Trust Company, a division of Nationwide Bank ("Nationwide Trust Company"). Under the
Advice Program, the plan sponsor appoints NIA to allocate and reallocate the plan's assets in accordance with
an investment strategy developed and maintained by the Portfolio Strategist, Wilshire Associates ("Wilshire"), a
third party unaffiliated adviser described below. Prior to establishing an advisory account, the plan sponsor
must complete a Program Questionnaire designed to assist the plan sponsor in its selection of an investment
portfolio ("Portfolio") that is designed to meet the plan's investment objectives, selections and preferences
including, but not limited to, reasonable restrictions the plan may wish to place on the management of its eligible
retirement plan account assets. Based on the plan sponsor's responses to the questionnaire the Portfolio
Strategist will suggest an investment strategy and a corresponding Portfolio. The plan sponsor is solely
responsible for approving the Portfolio identified, or if it chooses, selecting a different Portfolio created by the
Portfolio Strategist. Following the plan sponsor's completion of the Advice Program Questionnaire and selection
of a Portfolio, NIA will establish the plan's advisory account under the Advice Program, which NIA will manage
in accordance with the Portfolio selected by the plan sponsor.
ERISA -- In conjunction with its offering of this program for Plan Sponsors of Trustee Directed Retirement Plans
subject to ERISA, NIA acts as an "investment manager" within the meaning of Section 3(38) of ERISA and the
Internal Revenue Code of 1986, as amended (the "Code"), and is a fiduciary within the meaning of Section 3(21)
of ERISA and Section 4975(e)(3) of the Code.
NIA agrees that in performing any of its duties and obligations under the agreement, NIA will act in conformity
with all terms and provisions of the agreements with 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 Non -Discretionary Advice Service (Also marketed as "My Investment Planner")
NIA may provide non -discretionary Advice to retirement plan participants (the "Clients") in certain retirement
plans. NIA collects client and plan information, which forms the basis for criteria used by an Independent
Financial Expert ("IFE") to suggest a model portfolio. Client financial risk -tolerance information is collected on a
risk -tolerance questionnaire completed by the client and submitted to NIA. NIA also obtains information about
the Plan's investment policies and goals. NIA has hired Wilshire to be the IFE for the non -discretionary advice
4 PNN-0242A0.23 (03/2018)
service, as described below. For plans that utilize this service, all eligible investment options available in the
plan's investment lineup are considered. In the evaluation of these investment options, Wilshire takes into
account the range of asset fees associated with the Nationwide Retirement Program but does not consider the
specific asset fees charged to each retirement plan. Wilshire has sole control and discretion over the
development and ongoing maintenance of the advice portfolios, including periodic rebalancing and changes to
asset allocation and fund selection. Wilshire's portfolio design process takes into account the varying tolerances
for risk of Clients.
Clients seeking advice will complete a questionnaire to identify the Client's risk profile. The completed
questionnaire identifies the appropriate risk-based portfolio, ranging from conservative to aggressive. This non -
discretionary portfolio advice is provided to the Client. The Client is solely responsible for implementing the
recommended portfolio allocations. NIA does not have discretionary authority over the Client's account and is
not responsible for buying or selling any securities for the Client's account.
The Advice portfolios are assessed at least quarterly to determine if reallocation or rebalancing is needed. More
frequent reallocation or rebalancing may occur as determined by Wilshire. NIA receives the reallocation and
rebalancing instructions and initiates the necessary transactions to implement those instructions.
Wilshire Associates
NIA has hired Wilshire Associates ("Wilshire") to be the Portfolio Strategist for the Advice Program and the IFE
for Nationwide ProAccount®. Wilshire, a global independent investment consulting and services firm, provides
consulting services, analytics solutions and customized investment products to plan sponsors, investment
managers and financial intermediaries. Wilshire has extensive manager research and selection capabilities with
experienced analysts, who conduct approximately 1,200 meetings each year to evaluate managers and
management firms on quantitative and qualitative factors. Wilshire has over 40 years of experience developing
capital market assumptions, evaluating risk and liability profiles and constructing diversified portfolios to meet
the specific needs of its clients. Using this experience, Wilshire's multi -discipline portfolios combine strategic
asset allocation policy with the diversification of multiple investment managers.
As IFE, Wilshire develops and maintains investment portfolios for Nationwide ProAccount as described below.
For plans that utilize the Nationwide Retirement Program, Wilshire considers, pursuant to the plan's
authorization, all eligible mutual fund investment options available to the plan participants when creating the
ProAccount portfolios. In its evaluation of these investment options, Wilshire takes into account the range of
asset fees associated with the Nationwide Retirement Program but does not consider the specific asset fees
charged to each retirement plan. The list of eligible investments is subject to change over time and is based on
the IFE's evaluation of a variety of factors including, but not limited to, client demand, suitability and technology
requirements.
Wilshire has sole control and discretion over the development and ongoing maintenance of the Nationwide
ProAccount portfolios, including periodic rebalancing and changes to asset allocation and fund selection.
Wilshire's investment process is designed to take into account the evolving investment needs of retirement plan
participants over time, as well as varying tolerances for risk. Each Nationwide ProAccount portfolio will undergo
a progression of asset allocation changes over the course of a participant's time horizon and in accordance with
his or her risk profile and investment preferences as identified by information obtained from the participant or
by the plan sponsor/trustee. Wilshire assesses the Nationwide ProAccount portfolios at least quarterly to
determine if reallocation or rebalancing is needed. More frequent reallocation or rebalancing may occur as
determined by Wilshire.
5 PNN-0242A0.23 (03/2018)
NIA is responsible for the selection of Wilshire as IFE and the periodic monitoring of its services. In certain
circumstances, NIA mayterminate Wilshire and engage the services of a suitable replacement IFE for Nationwide
ProAccount without prior notice to affected plan sponsors or ProAccount Clients.
Wilshire provides its services directly to NIA and does not have a contract with the plan or the ProAccount
Client. All fees and expenses charged by Wilshire for its services will be paid by NIA. NIA is solely responsible
for implementing the Nationwide ProAccount portfolios in each ProAccount Client's retirement plan account.
Nationwide ProAccount in the Nationwide Retirement Program and the NRS Retirement Program
NIA offers a discretionary managed account service called Nationwide ProAccount that provides professional
management of assets in participant directed or plan sponsor/trustee directed defined contribution and
deferred compensation retirement plans. Nationwide ProAccount offers individualized participant level
investment advice, using a process developed and maintained by the IFE, which is designed to address the
investment objectives of retirement plan participants. NIA has hired and monitors the overall performance the
IFE. NIA offers Nationwide ProAccount to plan sponsors/trustees for the benefit of plan participants or directly
to participants in private sector retirement plans and governmental deferred compensation plans that use the
retirement products and services of NLIC and Nationwide Trust Company, a division of Nationwide Bank
("Nationwide Trust Company") (collectively, the "Nationwide Retirement Program") and Nationwide Retirement
Solutions, Inc. ("NRS") and its affiliates (collectively, the "NRS Retirement Program").
Electing Nationwide ProAccount -- Plan sponsors of retirement plans utilizing the Nationwide Retirement
Program and NRS Retirement Program that desire to make Nationwide ProAccount available to their
participants must approve NIA as an authorized provider of investment advice to the plan in accordance with
the plan's investment policy and applicable plan documents. A participant seeking to become a Nationwide
ProAccount client ("ProAccount Client") will enter into an individual investment advisory agreement with NIA
and complete a financial risk -tolerance questionnaire to help identify his or her individual risk -tolerance,
investment preferences and investment time -horizon, as well as to indicate any reasonable restrictions the
participant may wish to place on the management of his or her retirement plan account assets. Additionally,
risk tolerance, investment horizon, and retirement objectives information you provide to NIA or an affiliate of
NIA may be used by the IFE to further assist in providing investment advice.
After NIA has accepted the participant as a ProAccount Client, NIA will place his or her retirement plan account
assets in an investment portfolio developed by the IFE, which matches the risk profile and time horizon of the
ProAccount Client, Due to similarities in risk profiles and time horizons, an investment portfolio solution may be
appropriate for more than one plan participant. NIA will periodically allocate and rebalance the ProAccount
Client's assets in accordance with the IFE's investment advice. NIA's investment discretion over ProAccount
Client assets is limited to implementing the IFE's investment advice, which NIA does not have authority to
modify.
Automatic Enrollment into Nationwide ProAccount — Where permitted by state law, Plan sponsors of
retirement plans administered by Nationwide may elect to have plan participants automatically enrolled into
Nationwide ProAccount as permitted under the documents establishing the plan. Through automatic
enrollment, plan participants receive written notice of the automatic enrollment process from the plan sponsor
and are provided a reasonable opportunity, as determined by the plan sponsor, to opt out of the service. Subject
to their ability to opt out of the ProAccount ongoing service, participants are automatically enrolled into
Nationwide ProAccount at the plan sponsor's direction, and their assets are managed in accordance with an
investment portfolio that corresponds to their age and assumes a moderate risk profile unless otherwise
directed by the plan sponsor or plan participant. Participants will also be given the opportunity to affirmatively
elect Nationwide ProAccount by entering into an investment advisory agreement with NIA and completing a
Nationwide ProAccount questionnaire, which allows for a more individualized risk -tolerance analysis and may
result in the selection of a more appropriate risk-based portfolio.
6 PNN-0242A0.23 (03/2018)
Plan Sponsor/Trustee Directed Plan Election -- In certain cases, plan sponsors of plans that utilize the
Nationwide Retirement Program may elect Nationwide ProAccount in connection with the management of
employer -directed participant account assets. In these cases, the plan sponsor/trustee enters into an
investment advisory agreement with NIA and directs NIA to enroll participants in portfolios corresponding to
age and risk tolerance parameters specified by the plan sponsor/trustee. NIA does not contact participants or
otherwise assist the plan sponsor/trustee in identifying an appropriate investment portfolio for participants.
NIA will allocate and rebalance participant account assets in accordance with the IFE's portfolio selected by the
plan sponsor/trustee. NIA's investment discretion over participant account assets is limited to implementing
the IFE's investment advice, which NIA does not have authority to modify.
ERISA -- In conjunction with its offering of Nationwide ProAccount to participants in retirement plans subject to
ERISA, NIA acts as an "investment manager" within the meaning of Section 3(38) of ERISA and the Internal
Revenue Code of 1986, as amended (the "Code"), and is a fiduciary within the meaning of Section 3(21) of ERISA
and Section 4975(e)(3) of the Code.
NIA agrees that in performing any of its duties and obligations under the agreement, NIA will act in conformity
with all terms and provisions of the agreements with 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.
Investment Limitations --
In its development of portfolios for ProAccount Clients, the IFE does not consider whether the ProAccount Client
has assets invested in certain investment alternatives, which may otherwise be available through the
participant's plan (e.g. - self-directed brokerage accounts, individual stocks, employer stock, and certain
participant directed Nationwide fixed contracts). The IFE may add to the list of eligible investments. The IFE may
use the Nationwide fixed contract when developing portfolios for use in the NRS Retirement Program. In
addition, consistent with the Department of Labor's guidance on the requirements of Qualified Default
Investment Alternatives under the Pension Protection Act of 2006, mutual fund investment options that charge
redemption fees to participants in retirement plans subject to ERISA are not eligible for consideration by the IFE.
Since Nationwide ProAccount is designed to be a comprehensive investment solution, ProAccount Clients must
allocate their entire available retirement plan account balance (i.e., all unrestricted assets eligible for
investment) to Nationwide ProAccount. Once enrolled in Nationwide ProAccount, NIA implements the IFE's
portfolio allocation instructions. While enrolled in ProAccount, Clients are not permitted to make investment
allocation changes to their retirement plan account assets managed through Nationwide ProAccount, including
fund -to -fund transfers, changes to fund allocation, or utilization of automatic rebalancing. NIA will have no
responsibility or liability for investment allocation changes ProAccount Clients make to their retirement plan
account assets managed through Nationwide ProAccount in violation of this restriction. ProAccount Clients
retain full inquiry access to their retirement plan accounts and may still request and be approved for loans (as
applicable) and take applicable distributions.
NIA does not have any duty, responsibility or liability for retirement plan assets that are not part of the
ProAccount Client's retirement plan account being managed through Nationwide ProAccount.
Total Client Assets under NIA management
The below amounts include the assets for all NIA advisory programs.
Amount of Client assets under NIA discretionary management as of December 31, 2017: $6,598.4 million.
Amount of Client assets under NIA non -discretionary management as of December 31, 2017: $0.
Implementation of the investment advice provided under this program is left solely up to the participants. NIA
7 PNN-0242A0.23 (03/2018)
does not track the extent to which the advice was acted upon and therefore reports no assets under
management.
Item 5 Fees and Compensation
Advice Program for Pian Sponsors of Trustee Directed Retirement Plans
Plans participating in the Advice Program are charged a maximum annual fee of 0.50% ("Advice Program Fee").
The Advice Program Fee is calculated daily based on the market value of the plan's advisory account and payable
at the end of each quarter. The Advice Program Fee is subject to change, and is in addition to any underlying
fund, trustee, custodial, asset, service, administrative, or transactional fees that the plan may incur through the
Nationwide retirement program. -
The Advice Program Fee is negotiable, and NIA may offer certain plans discounted Advice Program Fees or other
promotional pricing. Factors NIA considers when negotiating the Advice Program Fee with plan sponsors
typically include:
• Amount of assets in the plan;
• Plan complexity and services required;
• Extent of Nationwide's overall business opportunity with the plan; and
• Competitive forces in the market.
Nationwide Trust Company acts as custodian for assets invested through the Advice Program and is authorized
to deduct any and all Advice Program Fees, when due, from the plan's advisory account and to remit the fees to
NIA as investment adviser.
Certain investment options, including those selected by the Portfolio Strategist, may impose trade restrictions
on certain transactions. Plan sponsors should consult the applicable fund prospectuses or related materials for
additional information on trade restrictions that may apply to investments offered through the plan.
Compensation to Nationwide Representatives — Investment adviser representatives of NIA involved in offering
the Advice Program to plans are compensated for their services. Compensation may include both a base salary
and incentives based on a plan adding the Advice Program and/or the amount of assets contributed to the Advice
Program account. In addition, certain individuals who provide administrative or wholesale distribution services
in support of the Advice Program may receive incentive compensation based on the amount of assets
contributed to each Advice Program account.
Compensation from Mutual Funds -- To the extent permitted by applicable law or regulation, companies
affiliated with NIA (collectively, "Nationwide") may receive compensation from the mutual funds selected by the
Portfolio Strategist.
The Portfolio Strategist will not consider mutual funds for the Advice Program that are affiliated with
Nationwide. The Portfolio Strategist's fees for services provided under the Advice Program are not related to
the mutual funds it selects or otherwise influenced by the revenue Nationwide may receive from these mutual
funds. The Portfolio Strategist has sole discretion to choose the investments used in the Advice Program.
NIA Non -Discretionary Advice Service
NIA does not charge the Client a separate fee for the NIA Non -Discretionary Advice Service.
Nationwide ProAccount in the Nationwide Retirement Program
ProAccount Clients in the Nationwide Retirement Program are charged a maximum annual fee of up to 1.35% of
their Nationwide ProAccount assets ("Nationwide ProAccount Fee"). The Nationwide ProAccount Fee retained
by NIA is no more than 1.00% of the Client's Nationwide ProAccount assets. NIA and its affiliates may
compensate unaffiliated third parties for administrative services provided in support of Nationwide ProAccount.
8 PNN-0242A0.23 (03/2018)
The applicable Nationwide ProAccount Fee is shown within the Nationwide ProAccount investment advisory
agreement between NIA and each ProAccount Client. The Nationwide ProAccount Fee is calculated daily based
on the market value of Nationwide ProAccount assets and payable at the end of each quarter. The Nationwide
ProAccount Fee is subject to change, and is in addition to any underlying fund, trustee, custodial, asset, service,
administrative or transactional fees that the retirement plan or participant may incur through the Nationwide
Retirement Program.
The Nationwide ProAccount Fee is negotiable at the plan level, and NIA may offer certain plans discounted
Nationwide ProAccount Fees or other promotional pricing. Factors NIA considers when negotiating the
Nationwide ProAccount Fee with plan sponsors typically include:
• Amount of assets in the plan;
• Number of participants in the plan;
• Resource and field coverage considerations (e.g., number and location of employee work sites to be
serviced);
• Competitive forces in the market.
Depending on the plan, either Nationwide Trust Company or NLIC acts as custodian for assets invested through
the Nationwide Retirement Program, including those assets being managed through Nationwide ProAccount.
The custodian is authorized to deduct any and all Nationwide ProAccount Fees, when due, from the ProAccount
Client's retirement plan account and to remit the appropriate fees to NIA as investment adviser. The custodian
may charge a separate custody fee which the custodian will also deduct in addition to the Nationwide
ProAccount Fee, from the ProAccount Client's retirement plan account.
Payments by NIA to Service Providers -- NIA and its affiliates may compensate affiliated and unaffiliated third
parties for administrative services provided in support of Nationwide ProAccount. Registered Investment
Advisors Services, Inc., an affiliate of NIA, receives compensation for providing technology services that facilitate
the management of participant accounts through the Nationwide Retirement Program.
NIA or its affiliates may pay the third party administrator ("TPA") of record, for the retirement plan through
which Nationwide ProAccount is offered, an annual fee of up to 0.25% of Nationwide ProAccount assets for
administrative services provided in support of Nationwide ProAccount ("PPA Administrative Fee"), The PPA
Administrative Fee is payable out of the Nationwide ProAccount Fee. The plan sponsor may seek to negotiate a
lower PPA Administrative Fee with the TPA, which would result in a corresponding reduction to the Nationwide
ProAccount Fee.
Compensation to Nationwide Representatives -- Investment adviser representatives of NIA are compensated
for offering Nationwide ProAccount and enrolling participants who have selected the service. Compensation
may include both a base salary and incentives based on a plan adding Nationwide ProAccount as an optional
service and/or the amount of assets contributed to the ProAccount Clients' accounts. In addition, certain
individuals who provide administrative or wholesale distribution services in support of Nationwide ProAccount
may receive incentive compensation based on the amount of assets contributed to the ProAccount Clients'
accounts.
Solicitation Arrangements -- NIA has contracted with various firms that distribute the Nationwide Retirement
Program to act as paid solicitors ("Solicitors") and market Nationwide ProAccount to eligible plans and
participants for whom Nationwide ProAccount may be suitable. Solicitors are not employees of NIA and are not
authorized to offer investment advice on behalf of NIA. NIA may retain Solicitors to offer Nationwide ProAccount
to participants of certain plans, but not to other plans. NIA may pay Solicitors an annual solicitation fee of up to
0.45% of solicited assets, which is payable out of the Nationwide ProAccount Fee. However, ProAccount Clients
will not be charged this component of the Nationwide ProAccount Fee if Nationwide ProAccount is not offered
to them by a Solicitor. Thus, the presence of a Solicitor will typically result in a ProAccount Client paying a higher
overall Nationwide ProAccount Fee (not to exceed the maximum of 1.35%).
9 PNN-0242A0.23 (03/2018)
NIA may also provide financial compensation to Solicitors for activities not related to the solicitation or
distribution of Nationwide ProAccount. These activities include, but are not limited to, certain marketing events
sponsored by the Solicitors and educational conferences presented to invited guests of the Solicitors. NIA's
provision of financial compensation for these activities is not dependent upon the Solicitors committing to NIA
any specific amount of business.
Compensation to Affiliates from Mutual Funds -- To the extent permitted by applicable law or regulation,
companies affiliated with NIA (collectively, "Nationwide") may receive compensation from the mutual funds
selected for ProAccount by the IFE.
The IFE may select mutual funds that are affiliated with Nationwide, in which case certain companies affiliated
with NIA (collectively referred to as the "Nationwide Funds Group") will also receive compensation from the
mutual funds for investment advisory, administrative, transfer agency, distribution, or other services.
Accordingly, Nationwide may receive more or less revenue with respect to affiliated mutual funds than
unaffiliated mutual funds.
Nationwide's receipt of varying amounts of compensation from affiliated and unaffiliated mutual funds selected
for Nationwide ProAccount portfolios presents a potential conflict of interest. Nationwide seeks to mitigate this
potential conflict of interest by employing an IFE to develop and maintain the program's investment
methodology, which NIA cannot influence or modify. Under Nationwide ProAccount, the IFE is solely responsible
for selecting the mutual funds included in the portfolios. The IFE's fees for services provided under Nationwide
ProAccount are not related to the mutual funds it selects or otherwise influenced by the revenue NIA or its
affiliates may receive from such mutual funds.
Please see Item 10 for additional information regarding NIA's relationships with other Nationwide affiliates,
including the Nationwide Funds Group.
Nationwide ProAccount in the NRS Retirement Program
ProAccount Clients in the NRS Retirement Program may be charged a maximum annual fee of 1.00% of their
Nationwide ProAccount assets ("Nationwide ProAccount Fee"), according to the pricing grid in the Nationwide
ProAccount investment advisory agreement between NIA and each ProAccount Client. The Nationwide
ProAccount Fee is subject to change and is in addition to any underlying fund, trustee, custodial, asset, service,
administrative or transactional fees that the retirement plan or participant may incur through the NRS
Retirement Program. The Nationwide ProAccount Fee is calculated daily based on the market value of
Nationwide ProAccount assets and payable at the end of each quarter.
The Nationwide ProAccount Fee is negotiable at the plan level, and NIA may offer certain plans discounted
Nationwide ProAccount Fees or other promotional pricing. Factors NIA considers when negotiating the
Nationwide ProAccount Fee with plan sponsors typically include:
• Amount of assets in the plan;
• Number of participants in the plan;
• Resource and field coverage considerations (e.g., number and location of employee work sites to be
serviced); and
• Competitive forces in the market.
In some cases, participants may be able to select ProAccount in multiple retirement plans offered by the same
plan sponsor. Where this occurs and subject to the following restrictions, the aggregate account balances may
be used to achieve a lower percentage fee based on the participant's total assets in ProAccount. The restrictions
include (i) the fee structure across the multiple plans must be exactly the same in terms of the percentage fee
and breakpoint tiers; and, (ii) the participant's retirement plan accounts must be under the same participant
identification code in the NRS Retirement Program record-keeping system; and, (iii) the participant's retirement
plan accounts must be combined in a single account statement generated from the NRS Retirement Program
record-keeping system. The ProAccount Fee will be withdrawn on a pro rata basis among the Participant's
account in the separate plans.
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Nationwide ProAccount assets are custodied by the applicable custodian to the NRS Retirement Program, which
may include companies affiliated with NIA. The custodian is authorized to deduct any and all Nationwide
ProAccount Fees, when due, from a ProAccount Client's retirement plan account and to remit the appropriate
fees to NIA as investment adviser. The custodian may charge a separate custody fee which the custodian will
also deduct in addition to the Nationwide ProAccount Fee, from the ProAccount Client's retirement plan
account.
Compensation to Nationwide Representatives -- Retirement specialists of NRS that offer Nationwide
ProAccount to retirement plan participants are registered as investment adviser representatives of NIA. These
individuals are compensated for offering Nationwide ProAccount and enrolling participants who have selected
the service. Compensation may include a base salary and incentives based on the amount of assets contributed
to the ProAccount Clients' accounts. In addition, certain individuals who provide administrative or wholesale
distribution services in support of Nationwide ProAccount may receive incentive compensation based on the
amount of assets contributed to the ProAccount Clients' accounts.
Payments by NIA to Service Providers -- NIA and its affiliates may compensate affiliated and unaffiliated third
parties for administrative services provided in support of Nationwide ProAccount. Registered Investment
Advisors Services, Inc., an affiliate of NIA, receives compensation for providing technology services that facilitate
the management of participant accounts through the NRS Retirement Program.
Compensation to Affiliates from Mutual Funds -- To the extent permitted by applicable law or regulation,
companies affiliated with NIA (collectively, "Nationwide") may receive compensation from the mutual finds
selected for ProAccount by the IFE.
The IFE may select mutual funds that are affiliated with Nationwide, in which case certain companies affiliated
with NIA (collectively referred to as the Nationwide Funds Group) will also receive compensation from the
mutual funds for investment advisory, administrative, transfer agency, distribution, or other services.
Accordingly, Nationwide may receive more revenue with respect to affiliated mutual funds than unaffiliated
mutual funds.
Nationwide's receipt of varying amounts of compensation from affiliated and unaffiliated mutual funds selected
for Nationwide ProAccount portfolios presents a potential conflict of interest. Nationwide seeks to mitigate this
potential conflict of interest by employing an IFE to develop and maintain the program's investment
methodology, which NIA cannot influence or modify. Under Nationwide ProAccount, the IFE is solely responsible
for selecting the mutual funds included in the portfolios. The IFE's fees for services provided under Nationwide
ProAccount are not related to the mutual funds it selects or otherwise influenced by the revenue NIA or its
affiliates may receive from such mutual funds.
Please see Item 10 for additional information regarding NIA's relationships with other Nationwide affiliates,
including the Nationwide Funds Group.
Item 6 Performance -Based Fees and Side -By -Side Management
Neither NIA nor its supervised persons accept performance-based fees for NIA advisory programs. NIA utilizes
the services of an IFE and a Portfolio Strategist to make investment decisions related to its discretionary advice
programs and services and NIA is not an active portfolio management adviser. As a result, NIA does not
experience the potential conflicts created in side-by-side management situations.
Item 7 Types of Clients
NIA provides investment advisory services and programs to individuals, pension and profit sharing plans,
corporations, and other business entities, in addition to state, county and municipal entities providing deferred
compensation retirement plans to their employees.
11 PNN-0242A0.23 (03/2018)
There is no minimum asset value or account size for participation in any NIA advisory program.
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss
NIA provides investment management services for multiple advisory programs. NIA and its personnel and
affiliated companies may give advice or take action in performing duties for other clients, or for their own
accounts, which differs from advice given to or action taken for any individual client.
Investing involves risk and may not always be profitable. Investment return and principal will fluctuate with
market conditions and a client may lose money. Past performance of investments is no guarantee of future
results. Asset allocation does not guarantee profit or insulate from loss.
Please reference Item 10 for disclosure of conflicts of interest.
The following is additional information specific to each NIA investment advisory service or program:
Advice Program for Plan Sponsors of Trustee Directed Retirement Plans
For the Advice Program, NIA hired Wilshire as the Portfolio Strategist to evaluate, construct and maintain the
Portfolios. NIA is responsible for managing the relationship with Wilshire. NIA's Investment Committee is
responsible for overseeing NIA's monitoring of the services provided by Wilshire. The Investment Committee
meets at least quarterly and reviews performance, investment strategies, and the Portfolio Strategist's
development and ongoing maintenance of the Portfolios.
The analysis and advice provided by Wilshire and delivered by NIA is based on a number of factors, including the
information provided to NIA by a plan sponsor in response to the Advice Program Questionnaire, various
assumptions and estimates, and other considerations. As a result, the advice developed and recommendations
provided are not guarantees that an Advice Program client will achieve its goals or anticipated performance,
NIA Non -Discretionary Advice Service
For the Advice Service, NIA hired Wilshire to evaluate, construct and maintain the Portfolios. NIA is responsible
for managing the relationship with Wilshire. NIA's Investment Committee is responsible for overseeing NIA's
monitoring of the services provided by Wilshire in developing and maintaining the Portfolios. The Investment
Committee meets at least quarterly and reviews performance, investment strategies, and Wilshire's
development and ongoing maintenance of the Portfolios.
The analysis and Advice Service provided by Wilshire is based on a number of factors, including the information
provided by a Client in response to the questionnaire, various assumptions and estimates, and other
considerations. As a result, the advice developed and recommendations provided are not guarantees that an
Advice Service Client will achieve its goals or anticipated performance.
Nationwide ProAccount in the Nationwide Retirement Program and the NRS Retirement Program
For Nationwide ProAccount, NIA has hired Wilshire as the IFE to evaluate, construct and maintain the portfolios
of available mutual fund investment options. Wilshire has sole control and discretion over changes to asset
allocation and fund selection, and employs its own method of analysis and investment process. NIA is
responsible for managing the relationship with Wilshire. NIA's Investment Committee is responsible for
overseeing NIA's monitoring of the services provided by Wilshire in developing and maintaining the Portfolios.
The Investment Committee meets at least quarterly and reviews performance, investment strategies, and the
IFE's development and ongoing maintenance of the portfolios.
The analysis and advice provided by Wilshire and delivered by NIA is based on a number of factors, including the
information provided by a ProAccount Client, various economic assumptions and risk estimates and other
12 PNN-0242A0.23 (03/2018)
considerations. As a result, the advice developed and recommendations provided are not guarantees that a
ProAccount Client will achieve his or her retirement goals or anticipated performance.
Any investment advice a ProAccount Client receives is for his or her personal benefit and not for the benefit of
any other person. The investment advice is specific with respect to assets within a ProAccount Client's
retirement plan account and may not be appropriate for investments outside of ProAccount or for other
investment purposes.
Item 9 Disciplinary Information
NIA is required to disclose all material facts regarding any legal or disciplinary events that would be material to
a client's evaluation of NIA or the integrity of NIA's management. NIA has no information applicable to this Item.
Item 10 Other Financial Industry Activities and Affiliations
Other Financial Industry Activities or Affiliations
NIA Investment Committee: The President of NIA, who is also a member of NIA's Investment Committee and
NIA's Board of Managers ("NIA Board Member"), is registered with an affiliate broker-dealer, Nationwide
Investment Services Corporation. The other voting member(s) of the NIA's Investment Committee are also
registered with Nationwide Investment Services Corporation.
NIA Management: The President of NIA, who is also a member of NIA's Board of Managers ("NIA Board
Member") and NIA's Investment Committee, is registered with an affiliate broker-dealer, Nationwide Investment
Services Corporation. The Secretary and Chief Compliance Officer of NIA are registered with an affiliate broker-
dealer, Nationwide Investment Services Corporation.
Several NIA officers and NIA Board Members are also officers and directors of affiliated companies within
Nationwide Financial, including NIA's parent company, NLIC, and the companies that comprise the Nationwide
Funds Group.
NIA is affiliated by common ownership and control with the following entities:
• Nationwide Life Insurance Company ("NLIC"), NIA's parent company, is an insurance company which,
among other things, issues group variable annuity products to retirement plans that have retained NIA to
offer advisory services, including Nationwide ProAccount. NLIC may act as custodian for client assets
invested through Nationwide ProAccount. All NIA Board Members and several officers also serve as officers
of NLIC.
• Nationwide Trust Company, a division of Nationwide Bank ("Nationwide Trust Company") offers trust
programs and trust services to retirement plans that have retained NIA to offer advisory services, including
Nationwide ProAccount, and the Advice Program. Nationwide Trust Company may act as custodian for client
assets invested through Nationwide ProAccount and the Advice Program.
• Nationwide Retirement Solutions, Inc. ("NRS") provides record keeping, education and administrative
services for public employee deferred compensation plans through which NIA offers advisory services,
including Nationwide ProAccount. One NIA Board Member and several officers also serve in similar
capacities for NRS.
• Nationwide Funds Group, the mutual fund arm of Nationwide Financial, is comprised of Nationwide Fund
Advisors ("NFA"), a SEC -registered investment adviser providing advisory services to the mutual funds;
Nationwide Fund Distributors, LLC, a registered broker-dealer providing distribution services to the mutual
funds; and Nationwide Fund Management, LLC, which provides administration services to the mutual funds.
13 PNN-0242A0.23 (03/2018)
Certain individuals providing investment analysis, consulting and monitoring services to NIA are also
responsible for NFA investment management decisions.
• Nationwide Investment Services Corporation ("NISC") is an SEC registered broker-dealer and a member of
FINRA. NISC acts as the general distributor of variable annuity and variable life insurance products issued
by NIA's parent company, NLIC. NISC may receive mutual fund revenue from underlying investment options
in these products. Several NIA officers also serve in similar capacities for NISC.
• Registered Investment Advisors Services, Inc. ("RIA Services"), provides technology services that facilitate
the management of participant and plan level accounts through the Nationwide Retirement Program and
the NRS Retirement Program. NIA compensates RIA Services for its provision of technology and
administrative services in support of Nationwide ProAccount and the Advice Program. Five officers also
serve in similar capacities for RIA Services.
Nationwide Endorsement Relationships -- NRS and/or NLIC have endorsement relationships with the following
industry groups or sponsoring organizations ("Membership Organizations"):
• National Association of Counties — A national organization that represents county governments in the
United States.
• International Association of Fire Fighters — Financial Corporation — A for profit corporation whose only
shareholder is the International Association of Fire Fighters, which represents more than 300,000
professional fire fighters and paramedics.
• United States Conference of Mayors — The official nonpartisan organization of cities with populations
of 30,000 or larger.
NRS and/or NLIC make payments to Membership Organizations, which are representing the interests of all their
members generally in these relationships. Payments made are in exchange for the Membership Organizations'
endorsement of NRS's and/or NLIC's products and services available for retirement plans. Payments to
Membership Organizations are not affected by whether a member elects Nationwide ProAccount or any other
NIA advisory service for its retirement plan. Moreover, NIA is not a party to these endorsement relationships,
and NIA does not engage Membership Organizations to solicit retirement plan participants as clients for
Nationwide ProAccount or any other investment advisory service. Members of these organizations may select
NRS's and/or NLIC's products and services if they decide to establish and maintain a retirement plan for their
employees, or may select another provider. More information about the endorsement relationships may be
found online at www.nrsforu.com.
Conflicts of Interest Arising from NIA's Affiliations -- Certain NIA officers, Members of NIA's Board of Managers
and members of NIA's Investment committee also make strategic management decisions with respect to various
NIA affiliates. Conflicts could arise that have the potential of influencing the investment advisory services
provided by NIA.
To help mitigate potential conflicts of interest arising from the multiple roles and responsibilities that its
management and investment personnel assume, NIA maintains separate policies and procedures governing its
investment process and the operation of its Investment Committee. Additional mitigating steps are described
below.
The Nationwide Retirement Program and the NRS Retirement Program, through which NIA offers Nationwide
ProAccount, and the Advice Program, make available investment options (mutual funds) offered through NLIC's
group annuity products and Nationwide Trust Company's retirement plan platform. NLIC's group annuity
products and Nationwide Trust Company's retirement plan platform offer affiliated funds (funds issued by the
Nationwide Funds Group) and unaffiliated funds (non -Nationwide funds) as investment options. Since NIA or its
affiliates potentially earn greater revenues when affiliated funds are chosen as investment options offered
through Nationwide products and services, NIA may have a conflict of interest. NIA also may have a conflict of
interest with respect to non-affiliated funds that pay NISC, NIA's affiliate, distribution and service fees based on
14 PNN-0242A0.23 (03/2018)
levels of investments in those funds. NLIC therefore has an incentive to include affiliated funds and non-affiliated
funds that pay such fees in its products to maximize its profits.
To mitigate these potential conflicts with respect to Nationwide ProAccount, NIA has hired Wilshire to act as the
IFE, which is solely responsible for developing and maintaining the investment portfolios offered to NIA's clients.
Please see Item 4 for additional information regarding Wilshire.
Additionally, the NIA Advice Program can only be offered through Nationwide retirement programs. The
standard asset fee that Nationwide charges in connection with these retirement programs is reduced by a
discount, expressed in terms of basis points, that reflects the amount of mutual fund payments made to
Nationwide as indicated in the Fund Selection Schedule of the applicable retirement program agreement. When
the NIA Advice Program is offered through these retirement programs, overall compensation of NIA and its
affiliates is not increased as a result of payments received from mutual funds or their affiliates. This feature
mitigates conflicts with respect to the Advice Program when it is used within these retirement programs.
To further mitigate these conflicts, the Portfolio Strategist that NIA has hired for the Advice Program will not
consider affiliated mutual funds. Moreover, the Portfolio Strategist's fees for services provided under the Advice
Program are not related to the mutual funds it selects or otherwise influenced by the revenue NIA or its affiliated
companies may receive from these mutual funds. Please note, however, that NIA has discretion to terminate its
relationship with the Portfolio Strategist at any time, upon notice to clients, and may either engage a suitable
replacement or operate the Advice Program without a Portfolio Strategist.
Please see Item 5 for additional information regarding compensation Nationwide companies receive from
affiliated and unaffiliated mutual funds.
Item 11 Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
NIA has adopted a Code of Ethics for all supervised persons of the firm describing its high standard of business
conduct and fiduciary duty to its clients. The Code of Ethics includes:
• Provisions relating to the confidentiality of client information;
• A prohibition on insider trading;
• Restrictions on the acceptance of significant gifts and the reporting of certain gifts and business
entertainment items; and
• Personal securities trading procedures, among other things.
All supervised persons of NIA must acknowledge the terms of the Code of Ethics annually.
NIA anticipates that, in appropriate circumstances, consistent with clients' investment objectives, it will cause
accounts over which NIA has management authority to make, and will recommend to investment advisory clients
or prospective clients, the purchase or sale of securities in which NIA, its affiliates and/or clients, directly or
indirectly, have a position of interest. NIA's supervised persons are required to follow NIA's Code of Ethics.
Subject to satisfying this policy and applicable laws, supervised persons of NIA may trade for their own accounts
in securities that are recommended to or purchased for NIA's clients. The Code of Ethics is designed to assure
that the personal securities transactions, activities and interests of NIA supervised persons will not interfere with
making decisions in the best interest of advisory clients and implementing these decisions while, at the same
time, allowing supervised persons to invest for their own accounts.
Under the Code of Ethics certain classes of securities have been designated as exempt transactions, because
these classes of securities would not interfere with the best interest of NIA's clients. In addition, the Code of
Ethics requires pre -clearance of certain transactions, and restricts trading in close proximity to client trading
activity. Nonetheless, because the Code of Ethics in some circumstances would permit supervised persons to
invest in the same securities as clients, there is a possibility that supervised persons might benefit from market
15 PNN-0242A0,23 (03/2018)
activity by a client in a security also held by a supervised person. NIA's supervised persons who have access to
nonpublic information regarding clients' purchases or sales of securities, are involved in making securities
recommendations to clients, or who have access to these nonpublic recommendations, have their personal
trading monitored under the Code of Ethics to reasonably prevent conflicts of interest between NIA and its
clients.
Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when
consistent with NIA's obligation of best execution. In these circumstances, the affiliated and client accounts will
share commission costs equally and receive securities at a total average price. NIA will retain records of the
trade order (specifying each participating account) and its allocation, which will be completed prior to the entry
of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled
orders will be allocated on a pro rata basis. Any exceptions will be explained on the order.
NIA's clients or prospective clients may request a copy of the firm's Code of Ethics by sending a written request
to:
Nationwide Investment Advisors, LLC
Attn: Investment Adviser Code of Ethics
10 West Nationwide Blvd, Mail Code 5-02-301J
Columbus, Ohio 43215
It is NIA's policy that the firm will not make any principal transactions or agency cross transactions for client
accounts. NIA will also not allow cross trades between client accounts. Principal transactions are generally
defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated
broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also occur if a
security is cross -traded between an affiliated hedge fund and another client account. An agency cross
transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction
in which the investment adviser, or any person controlled by or under common control with the investment
adviser, acts as broker for both the advisory client and for another person on the other side of the transaction.
Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated
broker-dealer.
Certain recommended investment options may distribute payments to affiliates of NIA with respect to the sale
of fund shares pursuant to Rule 12b-1 or other sections of the Investment Company Act of 1940. These payments
may be made from mutual fund assets and reduce overall fund performance. Affiliates of NIA, as broker-dealers,
may receive compensation through the normal course of their business for executing underlying securities
transactions on behalf of certain mutual funds offered through NIA's advisory programs.
NIA employs Wilshire as the IFE for Nationwide ProAccount, and Portfolio Strategist for the Advice Program, to
provide the programs' portfolio investment decisions.
NIA does not buy or sell for its own account securities that it also recommends to clients; however, affiliated
broker-dealers, investment advisers, and insurance companies may do so. NIA's advisory program
representative accounts are funded by its parent company, NLIC, for the purpose of calculating representative
performance. NIA's Code of Ethics provides personal trading restrictions and preclearance requirements for its
Access Persons designed to prevent conflicts of interest with its clients. Companies affiliated with NIA also have
Codes of Ethics in place to address any actual or potential conflicts of interest that may occur.
Item 12 Brokerage Practices
NIA does not select or recommend brokers or dealers for client transactions. NIA does not receive research or
other products or services from a broker-dealer or a third party in connection with client securities transactions
("soft dollar benefits"). NIA does not aggregate the purchase or sale of securities for client accounts since it
does not direct any transactions other than mutual funds that have been selected by the IFE or Portfolio
Strategist.
16 PNN-0242A0.23 (03/2018)
Item 13 Review of Accounts
Advice Program for Plan Sponsors of Trustee Directed Retirement Plans
NIA mails plan sponsors of trustee directed retirement plans that are enrolled in the Advice Program an annual
communication that includes their current Portfolio selection within the program. Included in the annual
communication is a reminder to plan sponsors that if they would like to make changes to their current Portfolio
selection, they need to contact NIA in order to update their Advice Program Questionnaire -based analysis, or to
select a different Portfolio. Additionally, plan sponsors are reminded quarterly to contact NIA if they wish to
make a change to their current Portfolio selection. In the event a plan sponsor updates its information, the plan
sponsor is solely responsible for approving the Portfolio identified through the updated Advice Program
Questionnaire, or if it chooses, selecting a different Portfolio created by the Portfolio Strategist. NIA does not
independently review the plan's Advice Program account for the purpose of evaluating the ongoing
appropriateness of the Portfolio selected by the plan sponsor.
Advice Program Clients receive quarterly account statements directly from the custodian as part of their
participation in the Nationwide Retirement Program or the NRS Retirement Program. Quarterly custodial
statements reflect the deduction of Advice Program Fees. In addition, NIA sends quarterly notifications and
explanations of these fees to each Advice Program Client with assets under management.
NIA Non -Discretionary Advice Service
NIA does not provide ongoing investment advice, including the periodic review of client accounts, in connection
with this service. Clients may access this service as often as they choose to seek updated recommendations.
Nationwide ProAccount in the Nationwide Retirement Program and the NRS Retirement Program
NIA mails ProAccount Clients an annual communication that describes, among other things, the importance of
periodically reviewing their risk profile, since the risk profile is used, in combination with the ProAccount Client's
age, in creating the investment strategy available through Nationwide ProAccount. The communication
confirms the ProAccount Client's year of birth and current risk profile as determined by the results of the most
recent questionnaire completed by the ProAccount Client, or by the profile selected by the ProAccount Client's
retirement plan sponsor in the case of auto -enrollments. The annual communication also informs ProAccount
Clients that if they need to update the information on the questionnaire or feel that changes in their financial
situation may have an impact on their current risk profile, they are to contact NIA. Additionally, ProAccount
Clients are reminded quarterly to notify NIA of any change in information that could affect the manner in which
their Nationwide ProAccount assets are invested. In the event a change in the ProAccount Client's information
alters his or her current risk profile, as determined by the questionnaire, the ProAccount Client's account will be
managed in accordance with the portfolio that corresponds to the updated risk profile. Unless notified by the
ProAccount Client of a change in information, NIA does not review the ProAccount Client's account for the
purpose of evaluating the ongoing appropriateness of the risk profile identified through the questionnaire.
ProAccount Clients receive quarterly account statements directly from the custodian as part of their
participation in the Nationwide Retirement Program or the NRS Retirement Program. Quarterly custodial
statements reflect the deduction of Nationwide ProAccount Fees.
Item 14 Client Referrals and Other Compensation
NIA does not receive any economic benefit, including sales awards and other prizes, from non -clients, for
providing investment advice or other advisory services to its advisory clients.
17 PNN-0242A0.23 (03/2018)
NIA may compensate third parties for referring clients to Nationwide ProAccount in the Nationwide Retirement
Program. Please see Item 5 for a description of NIA's arrangements with Solicitors.
Item 15 Custody
Advice Programfor Plan Sponsors of Trustee Directed Retirement Plans
Nationwide Trust Company is the custodian for Advice Program assets. The custodian is authorized to deduct
any and all Advice Program Fees, when due, from the plan account and to remit the fees to NIA as investment
adviser. The custodian may charge a separate custody fee in addition to the Advice Program Fee.
Nationwide Trust Company is a "related person" of NIA. A "related person" is a person (including a corporate
entity) directly or indirectly controlling or controlled by, or under common control with, NIA. Control means the
power, directly or indirectly, to direct the management or policies of a person (including a corporate entity),
through ownership of securities, by contract, or otherwise. Nationwide Trust Company is 100% owned by
Nationwide Financial, the indirect parent company of NIA. Therefore, Nationwide Trust Company and NIA are
under common control. Because a related person of NIA acts as the custodian, NIA is considered to have custody
of Advice Program assets.
Advice Program clients receive quarterly account statements from the custodian as part of the Nationwide
retirement program. Quarterly custodial statements reflect the deduction of Advice Program Fees. In addition,
NIA sends quarterly fee notifications to each Advice Program client with assets under management in the
program. All Advice Program clients should compare the fee notifications they receive from NIA to the Advice
Program Fee deduction shown within their quarterly custodial statements. Any identified discrepancies should
promptly be reported.
NIA Non -Discretionary Advice Service
NIA does not maintain custody of Client assets in connection with this Advice Service.
Nationwide PraAccount in the Nationwide Retirement Program
Nationwide ProAccount assets are custodied by the applicable custodian to the Nationwide Retirement Program,
which may be either Nationwide Trust Company, (for assets held on the Nationwide Trust Company trust
platform), or NLIC (for assets held in a group annuity). Both Nationwide Trust Company and NLIC are "related
persons" of NIA. A "related person" is a person (including a corporate entity) directly or indirectly controlling or
controlled by, or under common control with, NIA. Control means the power, directly or indirectly, to direct the
management or policies of a person (including a corporate entity), through ownership of securities, by contract,
or otherwise. Nationwide Trust Company and NLIC are both 100% owned by Nationwide Financial. NLIC in turn
owns 100% of NIA. Therefore, Nationwide Trust Company, NLIC and NIA are under common control. Because a
related person of NIA acts as the custodian, NIA is considered to have custody of Nationwide ProAccount assets.
The custodian is authorized to deduct any and all Nationwide ProAccount Fees, when due, from a ProAccount
Client's retirement plan account and to remit the appropriate fees to NIA as investment adviser. The custodian
may charge a separate custody fee in addition to the Nationwide ProAccount Fee. ProAccount Clients receive
quarterly account statements from the custodian as part of the Nationwide Retirement Program. Quarterly
custodial statements reflect the deduction of Nationwide ProAccount Fees. In plan sponsor/trustee directed
retirement plans, custodial statements and quarterly fee notifications are sent to the plan sponsor/trustee and
not to each individual plan participant.
Nationwide ProAccount in the NRS Retirement Program
Nationwide ProAccount assets are custodied by the applicable custodian to the NRS Retirement Program, which
may be either NLIC (for plan assets held in a group annuity); Nationwide Trust Company (for plan assets held on
the Nationwide Trust Company trust platform); or an unaffiliated third party. Both NLIC and Nationwide Trust
Company are "related persons" of NIA. A "related person" is a person (including a corporate entity) directly or
18 PNN-0242A0.23 (03/2018)
indirectly controlling or controlled by, or under common control with, NIA. Control means the power, directly
or indirectly, to direct the management or policies of a person (including a corporate entity), through ownership
of securities, by contract, or otherwise. NLIC and Nationwide Trust Company are both 100% owned by
Nationwide Financial. NLIC in turn owns 100% of NIA. Therefore NLIC, Nationwide Trust Company and NIA are
under common control.
Because a related person of NIA acts as the custodian for plan assets held in an NLIC group annuity or on the
Nationwide Trust Company trust platform, NIA is considered to have custody of those Nationwide ProAccount
assets. To the extent an unaffiliated third party (i.e., a party that is not a "related person") acts as custodian for
plan assets, NIA would not be considered the custodian for Nationwide ProAccount assets associated with the
plan, except to the extent that Nationwide ProAccount Fees are automatically deducted from a ProAccount
Client's account and paid directly to NIA.
The custodian is authorized to deduct any and all Nationwide ProAccount Fees, when due, from a ProAccount
Client's retirement plan account and to remit the appropriate fees to NIA as investment adviser. The custodian
may charge a separate custody fee in addition to the Nationwide ProAccount Fee. ProAccount Clients receive
quarterly account statements from the custodian as part of the NRS Retirement Program. Quarterly custodial
statements reflect the deduction of Nationwide ProAccount Fees.
Item 16 Investment Discretion
Advice Program for Plan Sponsors of Trustee Directed Retirement Plans
Prior to establishing an advisory account under the Advice Program, the plan sponsor must complete an Advice
Program Questionnaire developed by the Portfolio Strategist to assist the plan sponsor in its selection of a
Portfolio that meets the plan's investment objectives, as well as to indicate any reasonable restrictions the plan
sponsor may wish to place on the management of eligible retirement plan account assets. Based on the plan
sponsor's responses, the Advice Program Questionnaire will suggest an investment strategy and corresponding
Portfolio. The plan sponsor is solely responsible for approving the Portfolio identified through the Advice
Program Questionnaire, or if it chooses, selecting a different Portfolio created by the Portfolio Strategist.
Following the plan sponsor's completion of the Advice Program Questionnaire and selection of a Portfolio, NIA
will establish the plan's advisory account under the Advice Program, which NIA will retain discretionary authority
to manage in accordance with the Portfolio selected by the plan sponsor. The plan sponsor is not permitted to
make future investment allocation changes to the assets in the plan's advisory account while the assets are
managed by NIA. The plan sponsor must first contact NIA to update the plan's Advice Program Questionnaire -
based analysis, or to select a different Portfolio. NIA will have no responsibility or liability for investment
allocation changes initiated by the plan sponsor in violation of this restriction.
NIA Non -Discretionary Advice Service
NIA does not have discretionary authority over the Client's account and will not be responsible for
buying or selling any securities for the Client's account. The Client will be solely responsible for
implementing the recommendations offered in the NIA Non -Discretionary Advice Service.
Nationwide ProAccount in the Nationwide Retirement Program
Plan sponsors of retirement plans participating in the Nationwide Retirement Program that desire to make
Nationwide ProAccount available to their participants must approve NIA as an authorized provider of investment
advice to the plan in accordance with the plan's investment policy and applicable plan documents. A participant
seeking to become a ProAccount Client will enter into an investment advisory agreement with NIA and complete
a questionnaire developed by the IFE to help identify his or her risk tolerance and investment horizon, as well as
to indicate any reasonable restrictions the participant may wish to place on the management of his or her
retirement plan account assets. After NIA has accepted the participant as a ProAccount Client, the ProAccount
Client will be placed, based on the ProAccount Client's information, in an investment portfolio developed by the
IFE. NIA will exercise the discretionary authority delegated by Client to allocate and rebalance the ProAccount
19 PNN-0242A0,23 (03/2018)
Client's assets in accordance with the IFE's portfolio. NIA's investment discretion over ProAccount Client assets
is limited to implementing the IFE's investment advice, which NIA does not have authority to modify.
Nationwide ProAccount in the NRS Retirement Program
Plan sponsors of retirement plans participating in the NRS Retirement Program that desire to make Nationwide
ProAccount available to their participants must approve NIA as an authorized provider of investment advice to
the plan in accordance with the plan's investment policy and applicable plan documents. A participant seeking
to become a ProAccount Client will enter into a separate individual investment advisory agreement with NIA and
complete a questionnaire developed by the IFE to help identify his or her risk tolerance and investment horizon,
as well as to indicate any reasonable restrictions the participant may wish to place on the management of his or
her retirement plan account assets. After NIA has accepted the participant as a ProAccount Client, the
ProAccount Client will be placed, based on the ProAccount Client's information, in an investment portfolio
developed by the IFE, and NIA will exercise the authorized discretionary authority to allocate and rebalance the
ProAccount Client's assets in accordance with the IFE's portfolio. NIA's investment discretion over ProAccount
Client assets is limited to implementing the IFE's investment advice, which NIA does not have authority to
modify.
Item 17 Voting Client Securities
Advice Program for Plan Sponsors of Trustee Directed Retirement Plans
NIA does not vote proxies for any securities held in an Advice Program account. Nationwide Trust Company
utilizes an outside vendor, third -party proxy processor, to coordinate the proxy communication and voting
process. Plan sponsors and trustees retain the responsibility for receiving and voting proxies for any and all
securities maintained in their plans. The regulatory services department coordinates with the third -party proxy
processor to finalize lists of clients with holdings affected by a particular proxy. The third -party proxy processor
is then given direction to send proxy materials to affected plan sponsors and trustees. Proxy materials contain
website locations for more information, along with a phone number to contact the third -party proxy processor
if the recipient has any questions. The third -party proxy processor then receives, compiles, and tabulates the
results of the proxy votes and forwards the results to the applicable fund houses.
NIA Non -Discretionary Advice Service
NIA does not vote proxies for any Clients.
Nationwide ProAccount in the Nationwide Retirement Program and the NRS Retirement Program
NIA does not 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 ProAccount Client accounts. NRS and Nationwide Trust Company utilize
an outside vendor, third -party proxy processor, to coordinate the proxy communication and voting process. Plan
sponsors and trustees retain the responsibility for receiving and voting proxies for any and all securities
maintained in their plans. The regulatory services department coordinates with the third -party proxy processor
to finalize lists of clients with holdings affected by a particular proxy. The third -party proxy processor is then
given direction to send proxy materials to affected plan sponsors and trustees. Proxy materials contain website
locations for more information, along with a phone number to contact the third -party proxy processor if the
recipient has any questions. The third -party proxy processor then receives, compiles, and tabulates the results
of the proxy votes and forwards the results to the applicable fund houses.
Item 18 Financial Information
Registered investment advisers are required to provide clients with certain financial information or disclosures
about their financial condition. NIA has no financial commitment that impairs its ability to meet its contractual
and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.
20 PNN-0242A0.23 (03/2018)
If you are registering or are registered with one or more state securities authorities, you must respond to the
following additional Item.
Item 19 Requirements for State -Registered Advisers
Ni A is a federally -registered investment adviser, therefore state registration is not required.
21 PNN-0242A0,23 (03/2018)
Nationwide'
Item 1 Cover Page
Part 2B of NIA Form ADV: Brochure Supplement
Voting Members of Nationwide Investment Advisors, LLC ("NIA")
Investment Committee
Harold C. Schafer
10 West Nationwide Blvd
Mail Code 5-02-301J
Columbus, OH 43215
614-435-8371
Benjamin N. Hoecherl
10 W. Nationwide Blvd
Mail Code 5-02-208L
Columbus, OH 43215
614-435-8331
Nationwide Investment Advisors, LLC
10 West Nationwide Blvd
Mail Code: 5-02-301J
Columbus, OH 43215
614-435-8371
March 28, 2018
This brochure supplement provides information about the voting members of NIA's Investment Committee
that supplements the Nationwide Investment Advisors, LLC ("NIA") brochure. You should have received a copy
of that brochure. Please contact 1-888-540-2896 if you did not receive NIA's brochure or if you have any
questions about the contents of this supplement.
1 PNM -2148A0,10 (03/2018)
Harold C. Schafer
10 West Nationwide Blvd
Mail Code: 5-02-301J
Columbus, OH 43215
614-435-8371
Nationwide Investment Advisors, LLC
10 West Nationwide Blvd
Mail Code: 5-02-301J
Columbus, OH 43215
614-435-8371
Item 2 Educational Background and Business Experience
Name: Harold C. Schafer
Year of birth: 1963
Formal education after high school:
The Ohio State University, BS Mathematics, 1986
General business background during the last 5 years:
Vice President, Business Development within Retirement Plans at Nationwide Financial. The Business
Development group is responsible for delivering competitive retirement plan solutions, guiding large scale
programs and developing business strategies for the Public Sector and Private Sector market segments.
Positions held during the last 5 years:
Entity Title
Nationwide Investment President
Advisors, LLC
Nationwide Life Insurance
Nationwide Life Insurance
Effective Date End Date
1/2015 Current
VP, Business Development Retirement Plans 5/2014 Current
AVP, Product Development Retirement Plans 4/2012 5/2014
Item 3 Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary
events that would be material to your evaluation of NIA supervised persons who formulate investment advice
for NIA's investment advisory programs ("NIA Advisory Programs"). No information is applicable to this item for
Mr. Schafer.
Item 4 Other Business Activities — N/A
2 PNM -2148A0.10 (03/2018)
Item 5 Additional Compensation
Mr. Schafer does not receive additional compensation for providing advisory services.
Item 6 Supervision
Mr. Schafer, President of NIA and Chairman of NIA's Investment Committee, is responsible for supervising the
other voting members of the Investment Committee and has ultimate responsibility for oversight and
supervision for NIA. The Investment Committee is responsible for reviewing and approving all investment advice
formulated by NIA, as well as monitoring the services of NIA's advisory service providers: the IFE for Nationwide
ProAccount and the Portfolio Strategist for the Advice Program. Mr. Schafer does not have individual
discretionary authority over client accounts or participate in the delivery of investment advice to clients.
3 PNM -2148A0.10 (03/2018)
Benjamin N. Hoecherl
10 W. Nationwide Blvd
Mail Code 5-02-208L
Columbus, OH 43215
614-435-8331
Nationwide Investment Advisors, LLC
10 W. Nationwide Blvd
Columbus, OH 43215
614-435-8371
Item 2 Educational Background and Business Experience
Name: Benjamin N. Hoecherl, CFA
Year of Birth: 1976
Formal Education after high school:
University of Utah, Salt Lake City, UT
Regis University, Denver, CO
BS, 2002
MBA, 2008
General business background during the last 5 years:
Assistant Vice President, Nationwide ProAccount. Nationwide ProAccount offers individualized participant
level investment advice, using an investment process developed and maintained by an Independent Financial
Expert ("IFE"), which is designed to address the investment objectives of retirement plan participants.
Responsibilities include the development of business strategies for the long term growth of Nationwide
ProAccount.
Positions held during the last 5 years:
Entity
Nationwide Investment
Advisors, LLC
Title Effective Date End Date
Chief Operations Officer 6/2015 Current
Nationwide Life Insurance AVP Nationwide ProAccount 6/2015 Current
Advised Assets Group, LLC Sr. Business Analyst 11/2011 6/2015
Item 3 Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary
events that would be material to your evaluation of NIA supervised persons who formulate investment advice
for NIA's investment advisory programs ("NIA Advisory Programs"). No information is applicable to this item
for Mr. Hoecherl.
4 PNM -2148A0.10 (03/2018)
Item 4 Other Business Activities - N/A
Item 5 Additional Compensation
Mr. Hoecherl does not receive additional compensation for providing advisory services.
Item 6 Supervision
Harold C. Schafer, President of NIA and Chairman of NIA's Investment Committee, whose phone number is 614-
435-8371, is responsible for supervising Mr. Hoecherl's advisory activities on behalf of NIA, including his
participation on the Investment Committee. The Investment Committee is responsible for reviewing and
approving all investment advice formulated by NIA, as well as monitoring the services of NIA's advisory service
providers: the IFE for Nationwide ProAccount and the Portfolio Strategist for the Advice Program. Mr. Hoecherl
does not have individual discretionary authority over client accounts or participate in the delivery of investment
advice to clients.
5 PNM -2148A0.10 (03/2018)
Nationwide Trust Co. 457 Trust Agreement
City of Lodi 457 Plan & Trust
Nationwide Trust Company, FSB
457 Trust Agreement
(The "Agreement")
This Agreement including the Schedule of Investments attached is made and entered into by and
between City of Lodi ("Sponsor") and Nationwide Trust Company, FSB a division of Nationwide
Bank as Trustee ("NTC") pursuant to the City of Lodi Deferred Compensation Plan ("Plan") to
establish the City of Lodi Deferred Compensation Plan Trust ("Account").
By signing below, signatories on behalf of the By signing below, NTC has agreed to and accepted
Sponsor and the Plan acknowledge that they have all rights and obligations contained herein.
received the Agreement, inclusive of all Schedules
listed above, and agree to all terms. Further, they
represent that they have the authority to enter into,
on behalf of the Sponsor and the Plan, a
contractual relationship with NTC with respect to
these documents and will be subject to all rights
and obligations contained therein.
Printed Sponsor Name NTC
Sponsor Signature
Date Acceptance Date
Title
Printed Name
Signature Date
Title
Printed Name
Signature Date
Title
Approved as to form
NRS (07/2007) -1 of 10 -
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ARTICLE I — PURPOSE
The Sponsor adopts this Agreement on behalf of the Plan and represents and warrants that the Plan is
intended to meet the requirements of an eligible deferred compensation plan under Section 457 of the
Internal Revenue Code of 1986, as amended ("Code") and intends to keep such Plan in compliance with
the then applicable requirements of the Code. Further, the Sponsor represents and warrants that the
Employer of all individuals eligible to participate in the Plan is a state, political subdivision of a state, or an
agency or instrumentality of either.
ARTICLE II — DEFINITIONS
Account — The trust account established herein by which NTC will hold the assets of the Plan or any
portion thereof as agreed upon by Sponsor and NTC.
Business Day — A day on which NTC and New York Stock Exchange are both open for business.
Effective Date — The date on which the Account is created by NTC's acceptance of cash or other
assets on behalf of the Sponsor. Prior to the Effective Date, NTC shall have no responsibility hereunder.
Employer(s) — The employer(s) of the Participants in the Plan.
Funding Vehicle(s) — As permitted by applicable law, may include one or more (i) group annuity
contracts, (ii) mutual funds, collective investment funds or other securities made available under the
Agreement, (iii) securities held in self-directed brokerage accounts made available by NTC, or (iv) any
other investment vehicle(s) mutually acceptable to NTC and Sponsor via an amendment to this
Agreement or separate schedule.
Original Signature—An authentic, hardcopy, non -reproduced signature of the Sponsor or its designee.
Participant — A person for whom benefits are provided under this Agreement, in accordance with the
Plan.
Plan — The Plan identified on the front page of this Agreement, including any written plan document and
trust provisions.
Required Format — Acceptable format for submitting information to NTC as prescribed by NTC and on
transaction forms prescribed by NTC.
Signature — Either the Original Signature or an Original Signature that has been replicated by
photocopy, electronic means, or fax.
Successor—The trustee or custodian appointed by the Sponsor who succeeds NTC.
Written Instruction(s) — Any notices, instructions or other instruments required to be in writing (with
Signature or Original Signature, where so indicated) from NTC, Sponsor, or its designee. Written
Instructions may take the form of a letter, electronic communication through an on-line communication
system mutually agreeable to the parties; or a facsimile transmission.
NRS (07/2007) -2 of 10-
ARTICLE III — THE ACCOUNT
The Sponsor advises NTC that the Account shall be funded as described herein. The Sponsor hereby
authorizes NTC to take any action required to establish and maintain any Funding Vehicle(s) designated
by the Sponsor under this Agreement.
NTC has entered into arrangements with a number of providers to make available certain Funding
Vehicles for possible inclusion in the Account. The assets of the Account shall consist of the Funding
Vehicle(s) and any outstanding loans made under the terms of the Plan. The Account and any funds
invested pursuant to this Agreement are not insured by the Federal Deposit Insurance Corporation
("FDIC"), are not deposits or other obligations of NTC and are not guaranteed by NTC. The value of the
Account is subject to investment risks, including possible loss of principal. NTC agrees to hold and
administer the Account in accordance with this Agreement. The Account shall not include any Plan
Assets for which Sponsor has selected as the designated investment manager for Participant accounts
an investment manager other than Nationwide Investment Advisors, LLC.
To the extent permitted by the Plan, NTC, at the direction of the Sponsor or its designee, shall accept an
eligible rollover distribution and/or eligible direct rollover under the then applicable sections of the Code.
NTC shall not be under any duty to require payment of any contributions to the Account, if any, or to see
that any payment made to it is computed in accordance with the provisions of the Plan. NTC shall
continue to administer the Account in accordance with this Agreement until its obligations are discharged
and satisfied.
In the event that Sponsor and NTC mutually agree to include life insurance as a Funding Vehicle for
inclusion in the Account, Sponsor agrees that NTC shall not be responsible in any manner to Sponsor,
the Plan, a Participant or his or her beneficiary, or to any third -party, including any issuer of life insurance,
for any determination as to prudence of inclusion of life insurance as a Funding Vehicle in the Account or
as an investment option under the Plan; any determination on a Participant basis that the purchase of life
insurance is incidental to the primary purpose of providing retirement benefits; the tax treatment of
premium payments or disbursements of benefits; any and all administrative, marketing, and sales duties
or responsibilities related in any manner to the initial purchase, or continuing maintenance , of any life
insurance; and any other action or omission related to life insurance.
The Sponsor authorizes NTC to commingle Plan assets, as applicable, in a master custodial account for
purposes of facilitating the omnibus trading of various plan assets.
ARTICLE IV—GENERAL ADMINISTRATIVE RESPONSIBILITIES OF NTC
NTC is authorized to take any action set forth below with respect to the Account:
Accept instructions in the Required Format from the Sponsor or its designee regarding the allocation,
distribution or other disposition of the assets of the Account and all matters relating thereto;
Cause any portion or all of the Account to be issued, held, or registered in the individual name of NTC, in
the name of its nominee, in an affiliated securities depository, or in such other form as may be required or
permitted under applicable law (however, the records of NTC shall indicate the true ownership of such
property);
Employ such agents and counsel, including legal counsel, as NTC determines to be reasonably
necessary to manage and protect the assets held in the Account, to handle controversies that may arise
under this Agreement, or to defend itself successfully against allegations of a fiduciary breach, 'and to pay
such agents and counsel their compensation from the Account unless such compensation is otherwise
paid by the Sponsor;
Commence, maintain, or defend any litigation necessary in connection with the administration of the
Account, except that NTC shall not be obligated to do so unless it is to be indemnified to its satisfaction
against all expenses and liabilities sustained or anticipated by reason thereof;
NRS (07/2007) -3 of 10-
Hold part or all of the Account uninvested as may be necessary or appropriate;
Withhold the appropriate taxes from any distribution, remit such taxes with the relevant government
authorities, and report such payments on the informational returns prescribed by such authorities,
identifying itself as the payor of such distributions;
Forward to the Sponsor, for exercise, all proxies solicited in regards to mutual funds and collective
investment funds, if applicable; vote, on behalf of the Plan and in accordance with the instructions
provided by the Sponsor, all proxies that are returned by the Sponsor; and abstain from voting proxies
that are not returned by the Sponsor;
Take all other acts necessary for the proper administration of the Account.
ARTICLE V— INVESTMENT RESPONSIBILITY
NTC shall have no investment management responsibility or liability with respect to the Account or any
other assets held under the Plan. Plan contributions or other assets received by NTC shall be allocated
in accordance with Written Instructions. NTC does not warrant or guarantee the performance of any
Funding Vehicle(s) selected by the Sponsor or Participants.
The Sponsor, or other party designated under the Plan, shall have full responsibility for the selection of
the Funding Vehicle(s) and the management, disposition, and investment of assets of the Account. NTC
shall comply with Written Instructions concerning those assets, subject to restrictions, if any, imposed by
the Funding Vehicle(s) and the operation of any securities markets. Except to the extent required by
applicable law or otherwise provided in this Agreement, NTC shall have no duty to review, initiate action,
or make recommendations regarding the Account or its investments.
The Sponsor is responsible for reading any and all prospectuses, specimen and final contracts, proposals
and/or other materials which disclose information pertaining to applicable charges, interest rates, terms
and conditions of any contract between the Plan or Account and any party, including contracts related to
the Funding Vehicle(s). NTC shall transmit such communications to the Sponsor. NTC shall have no
duty to respond to communications related to securities or other property held in the Account (including,
but not limited to, tender offers and class action communications).
NTC shall not be liable for any loss which results from the exercise of investment control by a Sponsor,
Participant or beneficiary, or designated investment manager. If a Participant who has investment
authority under the terms of the Plan fails to provide investment direction, the Sponsor shall direct the
investment of the Participant's account.
No one providing investment advice to the Plan, Sponsor, Participant or other party is acting as an agent
of NTC.
ARTICLE VI — LOANS
To the extent permitted under the Plan and applicable law, NTC will forward loan disbursements as
directed by the Sponsor or its designee via Written Instructions. The Sponsor, or other fiduciary of the
Plan or their designee, shall be responsible for the approval and administration of any such loans. The
Sponsor acknowledges that all loan obligations should be made payable to the Plan and the Plan retains
all lending responsibility. NTC will have no responsibility for executing and holding any notes or security
agreements which are held as part of the Account, providing any disclosures required by any truth -in -
lending laws, or enforcing any security interest in any asset other than the Participant's account under the
Account.
NRS (07/2007) -4 of 10-
ARTICLE VII — CONTRIBUTIONS NOT RECOVERABLE
Except as described in the Purpose section of this Agreement and to the extent permitted by the Plan and
applicable law, under no circumstances shall any part of the Account be recoverable by the Sponsor or
be used other than for the exclusive purposes of providing benefits to Participants and their beneficiaries
and paying reasonable expenses of the Plan prior to the satisfaction of all liabilities to Participants and
their beneficiaries; provided, however, a contribution by a Sponsor or a Participant made as a result of a
mistake of fact that is discovered within one (1) year after the contribution is made shall be returned to the
Sponsor or Participant as soon as administratively feasible, if the Sponsor so requests and the Funding
Vehicle(s) permits.
ARTICLE VIII —ACCOUNT RECORDS AND REPORTS
NTC shall maintain accurate records and detailed accounts of all investments, receipts, disbursements,
earnings, and other transactions related to the Account, and those records shall be available at all
reasonable times to the Sponsor.
ARTICLE IX— FIDUCIARY RESPONSIBILITIES AND LIABILITIES
NTC may rely upon any information provided by the Sponsor or its designee. NTC, the Sponsor, and all
other fiduciaries under the Plan and this Agreement intend that each party shall be solely responsible for
those specific duties and powers assigned to it. Each party may rely upon any direction, information, or
action of another party as being proper under the Plan and this Agreement. NTC shall not be required by
the Sponsor or its designee to engage in any action, or make any investment which constitutes a
prohibited transaction or is otherwise contrary to the provisions of applicable law, the Code, or the terms
of the Plan, if any, or this Agreement.
NTC shall be responsible only for those functions which have been assigned to it under this Agreement
and shall have no responsibility to perform any duty of the Sponsor, or other fiduciary, required by the
Plan or applicable law. NTC shall have no duty to determine the rights or benefits of any person having
or claiming an interest under the Plan or this Agreement.
Except as otherwise provided in the Agreement, including any schedules thereto, any action to be taken
by NTC under the Agreement shall be taken upon Written Instruction from the Sponsor or its designee.
NTC shall comply with such instructions and shall incur no liability for any loss which may result from any
action or failure of action on its part due to its compliance with such Written Instructions.
ARTICLE X— LIMITATION OF LIABILITY
To the extent permitted by applicable law, NTC shall not be liable for any failure or delay in the
performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires;
floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunction of
utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of
civil or military authority or government actions.
ARTICLE XI — RELIANCE ON COUNSEL AND INDEMNIFICATION
NTC may consult with, and act upon the advice of counsel (who may be counsel for the Sponsor),
regarding its responsibilities under this Agreement. To the extent permitted under applicable law, the
Sponsor shall indemnify and hold harmless NTC, its officers, employees, and agents from and against all
liabilities, losses, expenses, and claims (including reasonable attorneys' fees and costs of defense)
arising as a result of:
Acts or omissions to act with respect to the Plan or Account by persons unrelated to NTC;
NRS (07/2007) -5 of 10-
NTC's action or inaction with respect to the Plan or Account resulting from reliance on the action or
inaction of unrelated persons;
Any violation by any unrelated person of the provisions of the Code or applicable laws, unless NTC
commits a breach of its duties by reason of its gross negligence or willful misconduct;
Any decision by the Sponsor, any Participant or any other fiduciary to acquire, retain, or dispose of any
security or other property of the Account;
Any violation or breach by a fiduciary or other person associated with the Plan which occurred prior to the
Effective Date; or
NTC's acts, omissions and conduct, and those of its agents, in their official capacity, except to the extent
that such documented loss or expense results from negligence directly and solely attributable to NTC or
its agents, or from an intentional violation by them of any provision of this Agreement.
Such obligation to indemnify shall extend to any liability or expense that arises as a result of the
inaccuracy of any representation made, any action taken or failure to act, or any violation of this
Agreement, the terms of the Plan by the Sponsor, its designee, any fiduciary of the Plan, and their
agents, employees and officers under this Agreement or otherwise related to the administration of the
Account. NTC shall not be required to give any bond or other security for the faithful performance of its
duties under this Agreement except to the extent required by applicable law.
ARTICLE XII — NTC'S USE OF AFFILIATED COMPANIES
NTC may enter into agreements and share information with its affiliates in performing responsibilities
under this Agreement and any other applicable agreement. Investments made in accordance with the
Agreement, may include mutual funds or other investments advised by affiliates of NTC. The investment
advisers of such investments may be affiliates of NTC and may derive investment management and other
fees for services provided.
ARTICLE XIII — NTC'S COMPENSATION AND EXPENSES
NTC will receive additional reasonable compensation for any extraordinary services or computations
required as agreed upon by the Sponsor and NTC in advance.
Nationwide shall be entitled to receive, as compensation for services provided hereunder, any credit,
interest or other earnings on aggregate cash balances held on deposit with respect to funds awaiting
investment or reinvestment or with respect to funds pending distribution to offset expenses of associated
activities. NTC may withdraw amounts from the Account for its compensation, and for any expenses as
described herein from the Account for its compensation.
ARTICLE XIV—TAXES
Until advised to the contrary by the Sponsor, NTC shall assume that the Account is exempt from federal,
state, local and foreign income taxes. NTC shall not be responsible for filing any federal, state, local or
foreign tax and informational returns relating to the Plan or Account.
NTC shall notify the Sponsor of any taxes levied upon or assessed against the Account. If NTC does not
receive Written Instructions within thirty (30) days of such notification, NTC will pay the tax from the
Account. If the Sponsor wishes to contest the tax assessment, it must give appropriate Written
Instructions to NTC within thirty (30) days of notification. NTC shall not be required to bring any legal
actions or proceedings to contest the validity of any tax assessments unless NTC is to be indemnified to
its satisfaction against loss or expense related to such actions or proceedings, including reasonable
attorneys' fees.
NRS (07/2007) -6 of 10-
ARTICLE XV— AMENDMENT
Notwithstanding any other provision of the Agreement, NTC may amend the Agreement at any time by
providing written notice to the Sponsor not less than thirty (30) days prior to the effective date of such
change, or at any time in the event NTC determines that such amendment is necessary to comply with
any applicable legal or regulatory requirements.
No person except for an authorized officer has the legal capacity to change this Agreement otherwise, or
to bind NTC to other commitments not covered within this Agreement.
ARTICLE XVI RESIGNATION, REMOVAL AND TERMINATION
NTC may resign at any time after providing at least thirty (30) days notice via Written Instructions to the
Sponsor. The Sponsor may remove NTC by delivery of Written Instructions, to take effect at a date
specified therein, which shall not be less than thirty (30) days after the delivery of such Written
Instructions with Original Signature to NTC, unless Funding Vehicle provisions specify otherwise.
Notwithstanding the foregoing, NTC may retain responsibilities per the terms of this Agreement over
assets remaining at NTC beyond the thirty (30) day timeframe, concurrent with Funding Vehicle
provisions.
The Agreement will be terminated at such time as the Account is terminated, the Funding Vehicle(s) are
redeemed in full, upon the resignation or removal of NTC as trustee, as applicable, of the Account, or
upon the termination by Sponsor of any separate agreement with NTC or Nationwide Retirement
Solutions, Inc. that relates to the services provided by NTC under this Agreement. The discontinuance of
contributions to the Account shall not, by itself, terminate the Account.
NTC is authorized to reserve such sum of money as it may deem advisable for payment of its fees and
expenses in connection with the settlement of the Account, and any balance of such reserve remaining
after the payment of such fees and expenses shall be paid to the Successor by NTC.
ARTICLE XVII — SUCCESSOR
Upon resignation or removal of NTC, the Sponsor shall appoint a Successor and the Sponsor shall notify
NTC of such appointment by Written Instructions with Signature. NTC shall transfer the assets of the
Account, subject to any applicable fees as described in the Agreement to such Successor.
If either party has given notice of termination and upon the expiration of the advance notice period no
party has accepted an appointment as Successor, NTC will have the right to commence an action in the
nature of an interpleader (or other appropriate action) and seek to deposit the assets of the Account in a
court of competent jurisdiction in Franklin County, Ohio, for administration until a Successor may be
appointed and accepts the transfer of the assets. The Sponsor will be responsible for any costs incurred
as a result of such action and/or transfer, as well as any expenses of NTC which are incurred in carrying
out its duties under this Agreement in such a situation.
ARTICLE XVIII — GOVERNING LAW
The Account will be administered in the State of Ohio, and its validity, construction, and all rights
hereunder shall be governed by the Code, Home Owners' Loan Act of 1933 and, to the extent not pre-
empted, by the laws of Ohio. All contributions to the Account shall be deemed to occur in Ohio.
ARTICLE XIX— IDENTITY VERIFICATION NOTICE
NRS (07/2007) -7 of 10-
To help the government fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify, and record information that identifies certain persons or
entities that open an account. When an account is opened, NTC may ask for the name, address and
other information that will allow NTC to identify the entity or person that sponsors the Plan. NTC may also
ask for a copy of identifying documents, such as a driver's license, government -issued business license,
or other documents.
ARTICLE XX— RULES OF CONSTRUCTION
The Agreement, together with all attached schedules and any applicable investment contracts shall
constitute the entire Agreement. The Plan and this Agreement shall be read and construed together. By
signing this Agreement, the Sponsor represents to NTC that the Plan conforms to and is consistent with
the provisions of this Agreement. Should the Plan need to be amended to conform to the provisions of
this Agreement, the Sponsor is responsible for such amendments. The terms of this Agreement shall
prevail over terms of the Plan in cases of conflict.
ARTICLE XXI — WAIVER
Failure of either party to insist upon strict compliance with any of the conditions of the Agreement shall
not be construed as a waiver of any of such conditions, but the same shall remain in full force and effect.
No waiver of any provision of the Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing waiver.
ARTICLE XXII — REFERENCES
Unless the context clearly indicates to the contrary, a reference to a statute, regulation, document, or
provision shall be construed as referring to any subsequently enacted, adopted, or re -designated statute
or regulation or executed counterpart.
ARTICLE XXIII — SEVERABILITY
If any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or
unenforceable, the remaining provisions shall continue to be effective.
ARTICLE XXIV —MUTUAL FUND DISCLOSURE
The 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"). The Investment Option Payments include mutual fund service fee payments, which
are described in detail at www.nrsforu.com, and other payments received from investment option
providers.
NRS (07/2007) -8 of 10-
Schedule of Investments
("Investment Authorization")
WHEREAS, NTC and the Sponsor have entered into an Agreement in which the assets of the Plan are to
be held, invested and distributed; and
WHEREAS, the authority to select the Funding Vehicles under the Plan resides with the Sponsor; and
WHEREAS, NTC and Sponsor agree that NTC may act upon Written Instructions from the Sponsor;
NOW THEREFORE, the Sponsor authorizes NTC to establish an account for each Funding Vehicle set
forth below
1. On the Effective Date, the Funding Vehicles in the Plan shall be:
American Century Balanced Fund - Investor Class
American Century Growth Fund
American Century Select Fund
American Century Ultra Fund
Brown Capital Management Small Company Fund (The) - Investor Class
DFA U.S. Micro Cap Portfolio - Institutional Class
DWS CROCI Equity Dividend Fund - Class A
DWS High Income Fund - Class A
EuroPacific Growth Fund
Federated Kaufmann Fund - Class R Shares
Fidelity Contrafund
Fidelity Equity -Income Fund
Fidelity Magellan(R) Fund
Fidelity Puritan(R) Fund
Fidelity(R) Independence Fund
Galliard Stable Value Fund B
Invesco Mid Cap Core Equity Fund - Class A
Janus Henderson Forty Fund - Class S
Janus Henderson Research Fund - Class T
JPMorgan Mid Cap Value Fund
Nationwide Destination 2015 Fund - Institutional Service Class
Nationwide Destination 2020 Fund - Institutional Service Class
Nationwide Destination 2025 Fund - Institutional Service Class
Nationwide Destination 2030 Fund - Institutional Service Class
Nationwide Destination 2035 Fund - Institutional Service Class
Nationwide Destination 2040 Fund - Institutional Service Class
Nationwide Destination 2045 Fund - Institutional Service Class
Nationwide Destination 2050 Fund - Institutional Service Class
Nationwide Fixed Account
Nationwide Fund - Class A
Nationwide Investor Destinations Aggressive Fund: Service Class
Nationwide Investor Destinations Conservative Fund: Service Class
Nationwide Investor Destinations Moderate Fund: Service Class
Nationwide Investor Destinations Moderately Aggressive Fund: Service Class
Nationwide Investor Destinations Moderately Conservative Fund: Service Class
Nationwide Large Cap Growth Portfolio
NRS (07/2007) -9-
Nationwide US Small Cap Value Fund - Institutional Service Class
Neuberger Berman Sustainable Equity Fund - Investor Class
Oppenheimer Global Fund
Principal Funds, Inc. - Government & High Quality Bond Fund - Class A
Principal Funds, Inc. - Income Fund - Class A
Templeton Foreign Fund
The Bond Fund of America(SM), Inc.
The Growth Fund of America(R), Inc.
The Income Fund of America(R), Inc.
The Investment Company of America(R)
Vanguard 500 Index Fund - Investor Shares
Vanguard Total Bond Market Index Fund - Admiral Shares
Vanguard(R) Institutional Index Fund - Institutional Shares
Washington Mutual Investors Fund(SM)
This Investment Authorization may be amended to include mutually agreeable Funding Vehicle(s) at any
time via written instructions from the Sponsor or its designee to NTC.
NRS (03/2013) -10-
RESOLUTION NO. 2018-194
A RESOLUTION OF THE LODI CITY COUNCIL APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE REVISED DEFERRED
COMPENSATION PLAN DOCUMENT WITH NATIONWIDE RETIREMENT
SOLUTIONS, INC.; A FIDUCIARY INVESTMENTS MANAGEMENT
AGREEMENT WITH IRON FINANCIAL, LLC; A ROTH CONTRIBUTION
AMENDMENT TO THE CITY'S 457 PLAN; AN AGREEMENT FOR
SERVICES WITH NATIONWIDE INVESTMENT ADVISORS, LLC; AND A
TRUST AGREEMENT WITH NATIONWIDE TRUST COMPANY, FSB
WHEREAS, the City of Lodi has previously adopted a Deferred Compensation Plan with
administration by Nationwide Retirement Solutions, Inc. (Nationwide); and
WHEREAS, plan participants have requested certain additional services; and
WHEREAS, all services offered by Nationwide and IRON Financial, Nationwide
Investment Advisors, LLC, and Nationwide Trust Company, FSB, are optional and fully funded
by voluntary employee contributions; and
WHEREAS, Nationwide has provided revised plan documents for City execution that
provide additional services requested by employees in addition to other benefits; and
WHEREAS, the revised plan provides for more service at a lower cost; and
WHEREAS, the City Council is committed to providing a comprehensive benefits
package to employees; and
WHEREAS, approving the revised plan will provide an additional and valuable benefit to
employees for no cost to the City.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute a revised Deferred Compensation Pian document with
Nationwide Retirement Solutions, Inc.; a Fiduciary Investments Management Agreement with
IRON Financial, LLC; a Roth Contribution Amendment to the City's 457 Plan; an Agreement for
Services with Nationwide Investment Advisors, LLC; and a Trust Agreement with Nationwide
Trust Company, FSB.
Date: October 17, 2018
hereby certify that Resolution No. 2018-194 was passed and adopted by the Lodi City
Council in a regular meeting held October 17, 2018, by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Johnson, Kuehne, Mounce, and
Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
NNIFE
City Clerk
2018-194
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FERRAIOLO