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R-2020-0344 - 11/24/2020 RESOLUTION NO. R-2020-0344 WHEREAS, the City of Round Rock("City"), pursuant to and in compliance with the Internal Revenue Code of 1986, as amended, established and sponsors a Section 457(b)Deferred Compensation Plan("Plan"), and WHEREAS, the City previously entered into an Administrative Services Agreement with Nationwide Retirement Solutions, Inc. ("Nationwide")on October 19, 2019 by Resolution No. R-2019- 0402 to perform non-discretionary recordkeeping and administrative services for the Plan, and WHEREAS,Nationwide has determined that it is in the best interest of its customers to transition from unit accounting to share accounting, and WHEREAS,the City,as Plan sponsor,is required to execute a Trust Agreement("Agreement") and other related supporting documents,attached hereto as Exhibit"A,"to transition from unit accounting to share accounting, and WHEREAS, the City desires to enter into this Agreement and abide by the terms therein,Now Therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Trust Agreement and other related supporting documents,a copy of same being attached hereto as Exhibit"A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date,hour,place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. 0112.20202;00460071 RESOLVED this 24th day of November, 2020. /� CRAo7fuInd RG , Mayor City R ck, Texas ATTEST: , qy,u 6-"c on MEAGAN INKS, beputy City Clerk 2 Nationwide Trust Company, FSB EXHIBIT 457 Trust Agreement "All (The "Agreement') This Agreement including the Schedule of Investments attached is made and entered into by and between City of Round Rock ("Sponsor") and Nationwide Trust Company, FSB as Trustee ("NTC') pursuant to the City of Round Rock, TX 457(b) Deferred Compensation ("Plan")to establish the City of Round Rock, TX 457(b) Deferred Compensation 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 NRS (07/2007) - 1 of 10- 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. NRS (07/2007) -7 of 10- ARTICLE XIX—IDENTITY VERIFICATION NOTICE 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: Name Symbol American Century Value Fund TWVLX BNY Mellon S&P 500 Index Fund PEOPX Cohen&Steers Real Estate Securities Fund Inc.-Class A CSEIX Fidelity Contrafund FCNTX Invesco Growth and Income Fund-Class A ACGIX Invesco Oppenheimer Global Fund-Class A OPPAX Invesco Oppenheimer Limited-Term Government Fund-Class Y OLTYX JPMor an Mid Cap Value Fund JAMCX Lord Abbett High Yield Fund-Class R5 LHYTX MFS International Intrinsic Value Fund-Class R3 MINGX Nationwide AllianzGI International Growth Fund-Institutional Service Class NWAKX Nationwide Bond Index Fund GBIAX Nationwide Destination 2020 Fund-Institutional Service Class NWFSX Nationwide Destination 2025 Fund-Institutional Service Class NWHSX Nationwide Destination 2030 Fund-Institutional Service Class NWISX Nationwide Destination 2035 Fund-Institutional Service Class NWLSX Nationwide Destination 2040 Fund-Institutional Service Class NWMSX Nationwide Destination 2045 Fund-Institutional Service Class NWNSX Nationwide Destination 2050 Fund-Institutional Service Class NWOSX Nationwide Destination 2055 Fund-Institutional Service Class NTDSX Nationwide Destination 2060 Fund-Institutional Service Class NWWVX Nationwide Destination Retirement Fund-Institutional Service Class NWESX Nationwide Fixed Account N/A Nationwide Fund-Institutional Service Class MUIFX Nationwide Government Money Market Fund-Investor Shares MIFXX Nationwide International Index Fund GIIAX Nationwide Investor Destinations Aggressive Fund:Service Class NDASX Nationwide Investor Destinations Conservative Fund:Service Class NDCSX Nationwide Investor Destinations Moderate Fund:Service Class NSDMX Nationwide Investor Destinations Moderately Aggressive Fund:Service Class NDMSX Nationwide Investor Destinations Moderately Conservative Fund:Service Class NSDCX Nationwide Large Cap Growth Portfolio N/A Nationwide Loomis All Cap Growth Fund?Eagle Class Shares NWADX Nationwide Loomis Core Bond Fund-Institutional Service Class NWJJX Nationwide Mid Cap Market Index Fund GMXAX NRS(07/2007) -9- Nationwide S&P 500 Index Fund GRISX Nationwide Small Cap Index Fund GMRAX Nationwide Small Company Growth Fund Institutional Service Class NWSIX Nationwide US Small Cap Value Fund-Institutional Service Class NWUSX Nationwide Variable Insurance Trust:Nationwide Multi-Manager NVIT Small Company Fund N/A Neuberger Berman Equity Trust(R)-Genesis Fund NBGEX Neuberger Berman Sustainable Equity Fund-Investor Class NBSRX New World Fund SM -Class R4 RNWEX PIMCO International Bond Fund U.S.Dollar-Hedged)-Class A PFOAX T.Rowe Price Growth Stock Fund TRSAX The Growth Fund of Americ R Inc. AGTHX The Income Fund of Americ R,Inc. AMECX Wells Faro Discovery Fund-Administrative Class WFDDX Group Flexible Purchase Payment Deferred Variable Annuity Contract with Fixed Endorsement 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- Nationwide Retirement Solutions t) Nationwide Default Investment Alternative Election Form This form is used to setup or change the Default Investment Alternative ("DIA") fund for your plan. Plan Information Plan Name: City of Round Rock Plan Number: 0037434001 Plan Sponsor Address: City: State: ZIP: Phone: Email: Internal Revenue Code (IRC) Selection l9 457(b) ❑ 401(a) ❑ 401(k) ❑ 403(b) ❑ IRA WS V Default Investment Alternative (DIA) Election AW IN This is an initial setup of a Default Investment Alternative("DIA") ❑ This is a change to the existing Default Investment Alternative ("DIA") NOTE:To eliminate the use of an existing DIA from your Plan(s),please contact your Field Representative or Home Office Relationship Consultant Default Investment Alternative (DIA) A DIA is an investment option selected by the plan sponsor/plan fiduciary for participants who fail to make an investment allocation or do not properly designate investment allocations. Once a DIA is selected for the plan, if a participant does not elect an investment allocation or the allocation equals greater than 100%, 100% of the participant's allocation will be set to the DIA. In addition, if a participant's allocation equals less than 100%, the unallocated portion will be placed into the DIA. There are three DIA options available for your plan: A single investment option, a Target Maturity fund group, or ProAccount (if offered by your Plan). Select one option below: ❑ Single Investment Option: Select an investment option from your Plan's current fund line-up: Fund Name: ❑ Target Maturity Fund Group Option If this option is selected, a calculation will be performed to determine the appropriate Target Maturity fund in which to allocate contributions based on the participant's date of birth, Normal Retirement Age and rounding method selected below. Target Maturity Fund Group Name: Nationwide Destination Target date funds Rounding Method and Normal Retirement Age (select one): ❑ Round up to the more conservative fund 0 Round down to the more aggressive fund [31 Round Nearest - Round to the closest fund Select the Normal Retirement Age below (The Normal Retirement Age selected should be between ages 55 and 70. The Normal Retirement Age selected below is only used for the purpose of determining the appropriate Target Maturity fund. If the Normal Retirement Age is specified in the Plan Document, please use this age below): Normal Retirement Age (must be a whole number) AGE: 65 ❑ ProAccount Option (if offered by your plan) If this option is selected,the holding fund will be utilized as a temporary investment for contributions while the Managed Account is being established with the Money Manager. Holding Fund Investment Name: Effective Date Date: Note: If no date is selected, this feature will be activated as soon as administratively possible following the receipt of this properly completed form. NRF-0447AO.1 (09/2019) For help, please call 877-496-1630 nrsforu.com 1 Authorization I hereby elect to add or change the DIA as indicated above. I understand the DIA fund selected must be a designated fund in the plan. If the fund I select is not currently a designated fund, I understand that this form will act as authorization to add the fund as a designated fund to the plan. If you have selected ProAccount as the Plan's DIA option and the Plan does not currently offer ProAccount,additional documents are necessary to complete in order to add ProAccount to the Plan. Please contact your Field Representative or Relationship Consultant to obtain these documents. It is my responsibility as Plan Sponsor to monitor performance and other aspects of the DIA and select a replacement fund to serve as the DIA as I deem appropriate. In the event of a fund merger or liquidation by the fund house offering the fund I have selected, I authorize Nationwide to change the DIA to the merged/replacement fund designated by the participants of the fund and/or the fund house. This material is not a recommendation to buy,sell, hold, or rollover any asset,adopt an investment strategy, retain a specific investment manager or use a particular account type. It does not take into account the specific investment objectives, tax and financial condition or particular needs of any specific person. Investors should work with their financial professional to discuss their specific situation. Name(please print): Date: Signature• Title: Form Return Mail: Nationwide Retirement Solutions Email: rpublic@nationwide.com ATTN: Public Sector Client Services Fax: 877-677-4329 10 West Nationwide Blvd. Columbus, OH 43215 This material is not a recommendation to buy, sell, hold,or rollover any asset,adopt an investment strategy, retain a specific investment manager or use a particular account type. It does not take into account the specific investment objectives,tax and financial condition or particular needs of any specific person. Investors should work with their financial professional to discuss their specific situation. 2 NRF-0447AO.1 (09/2019) For help, please call 877-496-1630 nrsforu.com NATIONWIDE LIFE INSURANCE COMPANY ONE NATIONWIDE PLAZA COLUMBUS,OHIO 43215 FIXED ACCOUNT AMENDMENT to Group Flexible Purchase Payment Deferred Variable Annuity Contract General Information Regarding this Amendment This Fixed Account Amendment replaces the Fixed Account Endorsement that was previously issued to the Contract Owner and is made a part of the Contract to which it is attached. To the extent the terms of the Contract and this Amendment are inconsistent, the terms of this Amendment shall control the Contract accordingly. Non-defined terms shall have the meaning given to them in the Contract. WHEREAS,the above-referenced group annuity Contract was issued to the Contract Owner for the benefit of the Participants and their Beneficiaries in the Contract Owner's Plan by Nationwide Life Insurance Company ("Nationwide")along with a Fixed Account Endorsement;and WHEREAS, Nationwide and the Contract Owner wish to modify the Contract provisions that were added to the Contract through the Fixed Account Endorsement pursuant to the Alteration or Modification section of the Contract, NOW, THEREFORE, pursuant to the agreement of Nationwide and the Contract Owner, the Contract is hereby modified as follows: 1. The terms and provisions that were added to the Contract through the Fixed Account Endorsement are deleted in their entirety and replaced with the following: DEFINITIONS The following definitions are modified in,or added to,the Contract: Annual Guaranteed Interest Rate - The minimum guaranteed interest rate applied to the Fixed Account for a calendar year. Nationwide determines this rate at its sole discretion. Contract Value-The combined value of the Variable Account(s)and the Fixed Account. Exchange-The movement of amounts attributable to Participant Accounts to a Companion Investment Option under the Plan,or from one or more Sub-Accounts of the Variable Account to one or more Sub-Accounts of the Variable Account, or from one or more Sub-Accounts of the Variable Account to the Fixed Account, or from the Fixed Account to a Companion Investment Option under the Plan or to one or more Sub-Accounts of the Variable Account. Fixed Account-An option funded by Nationwide's general account crediting specified interest rates. Guaranteed Minimum Fixed Account Interest Rate - A minimum interest rate established under the Contract. All rates under the Contract are guaranteed to be at least as great as the Guaranteed Minimum Fixed Account Interest Rate. Participant Account Value - The present value of the units and the Fixed Account attributable to a Participant's Account. Quarterly Guaranteed Interest Rate - The minimum guaranteed interest rate applied to the Fixed Account for a calendar quarter. This rate may be equal to or greater than the applicable Annual Guaranteed Interest Rate. Nationwide determines this rate at its sole discretion. NRD 0104TX 1 (Texas)(12/2010) FIXED ACCOUNT The following is added to the Contract: General Information Regarding the Fixed Account The Fixed Account is an investment option under the Contract offering an Annual Guaranteed Interest Rate and a Quarterly Guaranteed Interest Rate. The Contract also provides a Guaranteed Minimum Fixed Account Interest Rate. Nationwide credits interest to the Fixed Account at these rates that it prospectively declares. At no time will there be an interest rate declared that is lower than the Guaranteed Minimum Fixed Account Interest Rate. Interest rates are determined at the sole discretion of Nationwide,and Nationwide reserves the right to modify the Guaranteed Minimum Fixed Account Interest Rate upon notice to the Contract Owner in accordance with the Alteration and Modification section of the Contract. Nationwide declares all of its rates as annual effective yields. Nationwide reserves the right to discontinue accepting additional Purchase Payments and Transfer and Exchange allocations to the Fixed Account at any time. Fixed Account guarantees are supported by the general account of Nationwide and are not insured by the FDIC, NCUSIF or any other agency of the Federal government. The Fixed Account is a non-participating option. Allocations to the Fixed Account do not share in any surplus of Nationwide. Guaranteed Interest Rates The Guaranteed Minimum Fixed Account Interest Rate for the Contract is listed on the Contract Specifications Page. Nationwide reserves the right to modify the Guaranteed Minimum Fixed Account Interest Rate upon notice to the Contract Owner in accordance with the Alteration or Modification section of the Contract. No later than the last Business Day of a calendar year,Nationwide declares the Annual Guaranteed Interest Rate for the Fixed Account for the next calendar year. In addition,no later than the last Business Day of a calendar quarter, Nationwide will declare the Quarterly Guaranteed Interest Rate, that is calculated on an annualized basis, to be credited to the Fixed Account for the next calendar quarter. Crediting Interest to the Fixed Account Nationwide interest rates are all declared as annual effective yields. An effective yield takes into account the effect of interest compounding. Nationwide credits interest to the Fixed Account on each Business Day. Annual effective yields are converted by Nationwide into a daily interest rate factor. The current Fixed Account value is calculated by taking the daily interest rate factor and multiplying it by the previous Business Day's Fixed Account value. Because interest is credited only on Business Days,interest from multiple non-Business Days(e.g.,days falling on a weekend or holidays)accumulate and are credited on the next available Business Day. Calculating the Fixed Account Value The Fixed Account value on any given Business Day is equal to: (1) total Purchase Payments allocated to the Fixed Account;plus (2) The daily interest earned,plus (3) Exchanges or Transfers to the Fixed Account,minus (4) Exchanges or Transfers out of the Fixed Account;minus (5) Withdrawals from the Fixed Account;minus (6) Participant Benefit Payments;minus (7) any applicable Contract Maintenance Charge,the aggregate Participant Account Charge,charges associated with plan expenses or additional services, additional expense charges that are applied to Participant Accounts. 2 NRD-0104TX (Texas)(12/2010) Calculating a Participant Account Value in the Fixed Account A Participant Account Value in the Fixed Account on any given Business Day is equal to: (1) total Participant Contributions allocated to the Fixed Account;plus (2) the daily interest earned on the Participant's Account;plus (3) Exchanges or Transfers to the Fixed Account;minus (4) Exchanges or Transfers out of the Fixed Account;minus (5) Withdrawals from the Fixed Account;minus (6) Participant Benefit Payments;minus (7) any applicable Contract Maintenance Charge, the aggregate Participant Account Charge, charges associated with plan expenses or additional services, additional expense charges that are applied to Participant Accounts. CONTRACT EXPENSES The"Contract Expenses"provision of the Contract is amended with the addition of the following. Unless otherwise mutually agreed to by the Contract Owner and Nationwide,all expenses and charges attributable to the Contract,except the Variable Account Charge,will be deducted proportionally from the Variable Account(s)and the Fixed Account based on the value each account bears to the total Contract Value. Any applicable expenses or charges attributable to a Participant Account will be deducted proportionally and in the same manner. EXCHANGES AND TRANSFERS The following is added to the Contract: Exchanges and Transfers to and from the Fixed Account Nationwide will generally accept Exchanges and Transfers to the Contract. Nationwide reserves the right to discontinue accepting Exchanges and Transfers to the Fixed Account at any time. Exchanges and Transfers out of the Fixed Account are subject to certain limitations. The Contract Owner elects at the time of application to accept a Participant level Exchange and Transfer limitation or an aggregate Contract level Exchange and Transfer limitation. Liquidations of Contract Value via Exchange and Transfer are combined into a single percentage limitation. The type of limitation and percentage limitation are listed on the Contract Specifications Page. Nationwide, in its sole discretion, may agree not to impose any Exchange or Transfer restrictions. If no such Exchange or Transfer restrictions will be imposed,this will be reflected on the Contract Specifications Page. In the event that Exchange or Transfer restrictions are imposed under the Contract, Nationwide may agree to waive any Exchange and/or Transfer restrictions listed on the Contract Specification Page on Exchanges and Transfers involving Participants actively utilizing asset allocation models or asset allocation services available under the Plan. All Exchange and Transfer limitations are set, or reset, on a calendar year basis. The permissible Exchange and Transfer amount cannot be rolled from year to year or otherwise "banked" for utilization in subsequent calendar years. The Contract Owner may request to change the type of Exchange and Transfer limitation for the next calendar year if Nationwide receives,in a form acceptable to Nationwide,the request by at least ninety(90)days prior to the end of the preceding calendar year. All Exchanges to and from the Fixed Account are done in conjunction with a Companion Investment Option. In order for Nationwide to accept Exchanges to or from a Companion Investment Option, the Contract Owner must identify the Companion Investment Option to Nationwide in writing and Nationwide must agree to accept 3 NRD 0104TX (Texas)(12/2010) Exchanges to or from the identified Companion Investment Option. Nationwide may discontinue accepting Exchanges to or from a Companion Investment Option by giving the Contract Owner at least thirty (30) days advance written notice. In the event the Contract Owner elects to add a Companion Investment Option to the Plan with characteristics in structure, investment time horizon, rate setting,or any other characteristics that could compel on-going Exchanges between the Fixed Account and such Companion Investment Option,the Contract Owner shall provide Nationwide with notice of the addition of such a Companion Investment Option to the Plan at least ninety(90)days prior to the addition of such Companion Investment Option. If such a Companion Investment Option is added to the Plan,then Nationwide may impose an equity wash that prohibits direct Exchanges between the Fixed Account and such Companion Investment Option. Nationwide will notify the Contract Owner in the event an equity wash will be imposed with regard to Exchanges with a Companion Investment Option and the Fixed Account. Nationwide processes Transfer requests within seven (7) Business Days of the date the request is received and accepted by Nationwide from the Contract Owner on behalf of the Participant, or directly from the Participant if permitted by the Plan. Nationwide may require Transfer requests to be on a form it provides. Sixty Month Exchange or Transfer Program If the Contract Owner has elected a Participant level Exchange and Transfer limitation, Nationwide may permit Participants to direct the complete liquidation of amounts attributable to a Participant Account that are allocated to the Fixed Account via a monthly Exchange or Transfer over a period of sixty(60)months. Nationwide may, in its sole discretion,permit the Contract Owner,on behalf of a Participant,to direct the complete liquidation of amounts attributable to a Participant Account that are allocated to the Fixed Account via monthly Exchange or Transfer over a period of sixty(60)months. Any such sixty(60)month Exchange or Transfer shall be subject to the following. (1) The amount to be Exchanged each month is equal to the value of the Fixed Account of the Participant Account divided by the number of remaining months until the 60 month Exchange or Transfer program is completed. (2) Any additional Participant Contribution, Exchange and/or Transfer to the Fixed Account of a Participant Account where the 60 month Exchange or Transfer program is in effect will result in immediate cancellation of any additional Exchanges or Transfers under this program. (3) If the Participant level Exchange limitation (whether the percentage limitation or number of transactions limit)has been met in the calendar year in which the request to initiate the 60 month Exchange or Transfer program is received,Nationwide will reject the request. The request may be made again beginning on the first day of the next calendar year. (4) The 60 month Exchange or Transfer program is only available for Participant Account Values of at least $1,000. TERMINATION AND WITHDRAWALS The following is added to the Contract. Termination In the event the Contract Owner or Nationwide terminate the Contract, the following will apply to the Fixed Account. At least thirty (30) days prior to the effective date of termination, the Contract Owner must elect one of the two Withdrawal methods listed below for amounts attributable to the Fixed Account. (1) Lump-sum Payment. If the Contract Owner elects to have funds Withdrawn from the Fixed Account in one lump-sum payment, Nationwide will pay to the Contract Owner the Withdrawal Value of amounts attributable to the Fixed Account less a market value adjustment if the present value of amounts attributable to the Withdrawal are less than the present Contract Value of such amounts. The 4 NItD-0104TX 0 (Texas)(12/2010) market value adjustment is determined by Nationwide at its sole discretion, but will be done in a manner consistent with making a reasonable approximation of the present value of assets attributable to the Fixed Account. Nationwide will provide the Contract Owner the current procedures it uses to determine the market value adjustment upon request. (2) Sixty (60) Monthly Installments. If the Contract Owner elects to have funds Withdrawn from the Fixed Account in sixty(60)monthly installments,Nationwide will begin installment Withdrawals no later than ninety(90)days following the effective date of termination of the Contract,unless otherwise mutually agreed by the Contract Owner and Nationwide. The amount of each installment is determined by the following: (a)the Fixed Account value on the date before the installment is Withdrawn;divided by (b)the number of remaining installments. Fixed Account Withdrawals in addition to installment Withdrawals will not be permitted,nor will any Exchanges or Transfers be permitted. IN WITNESS WHEREOF,the parties have caused this Amendment to be executed this_day of ,201_. APPROVED: CONTRACT OWNER: NATIONWIDE LIFE INSURANCE COMPANY: By: By: 5 NRD-0104TX <> (Texas)(12/2010)