CM-11-12-250Clot—ll—(Z —Z5(
RECEIVED
DEC f 4 2011
City Manager Approval Form
Consider executing an Additional and Services Plan Sponsor Authorization Agreement with Nationwide,
Item Caption: Inc.
Approval Date: 12/16/2011
Department Name: Human Resources Department
Project Manager: Karin Holland
Assigned Attorney: Contract Management Section
Item Summary:
By participating in the additional products and services offered by the optional deferred compensation company Nationwide the
following will be available to the employees who participate with Nationwide:
Licensed financial representatives to help plan for retirement goals
Supplemental education and guidance on retirement options
Array of investment options to meet the individuals needs
No. of Originals Submitted: 2
Project Name: Nationwide Additional Products and Services Agreement
Cost: 0.00
Source of Funds: Select Source Fund
Source of Funds (if applicable): Select Source Fund
Account Number:
Finance Director Approval: Cheryl Del ney
Department Director Approval:
Date:/ 12/14/11
DatQ!o1-/V l/
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
CIP Budget
N/A OK
111
N/A OK
Purchasing ❑� Accounting ❑�
N/A OK N/A OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
Fact Sheet and Signature Page
Additional Products and Services Plan Sponsor Authorization Agreement
Nationwide Retirement Solutions (NRS) provides your participants with education and services
related to their deferred compensation plan. Participants often need guidance during key transitions,
such as when changing jobs or preparing to retire. A new offering through companies affiliated with
NRS provides participants with additional support during these transitions. The enclosed agreement
authorizes our affiliates to offer participants additional products and services related to assets outside
the plan.
NRS is able to bring these new products and services to your participants through our affiliates:
• Nationwide Securities, LLC • Nationwide Bank • Nationwide Fund Distributors, LLC
By signing below, participants will have access to the following products and services being
offered by our affiliates:
• Licensed financial representatives offering a financial needs assessment to identify products
and services that are designed to help plan participants achieve their retirement goals.
• Supplemental education and guidance on the retirement options available to them, including
the benefits of staying in the plan.
• An array of investment options to meet their needs. These options include a range of mutual
funds from multiple fund families — including Nationwide Funds — as well as Nationwide annuities,
Nationwide life insurance products and solutions from Nationwide Bank.
Help your participants receive the assistance they need at key transitions by signing below. Please
note NRS and its affiliates may provide marketing materials to your plan participants to describe the
products and services that are available when you sign this Agreement.
My signature below represents that l have the authority to act on behalf of the plan. I acknowledge
receipt of a copy of the Additional Products and Services Plan Sponsor Authorization Agreement. I
have read and understand the document and will contact my Nationwide representative if I have any
questions or concerns. As a representative of the plan, with authority to act on its behalf, I make the
following selection:
_ Yes, I agree and accept the terms of the Additional Products and Services Plan Sponsor
Authorization Agreement.
Print name: e IUb pod
Signature: -41•1.----C7
Date: 2 -
Plan name: ROUND ROCK. TEXAS
Plan #: 0037434001
Please sign and return this sheet to permit NRS affiliates to offer transition support services.
CIA -1,1-L2-9 So
0000149
1111
Nationwide
investing involves market risk, including possible loss of principal.
Securities offered through Nationwide Securities, LLC, RD. Box 18317 Columbus, OH 43218, (888) 753-7364, member FINRA,
SIPC„ Nationwide Securities. LLC is an affiliate of Nationwide Retirement Solutions, Inc, The products and services offered by
Nationwide Securities. LLC are separate and distinct from the plan admiNstration services that are provided by Nationwide
Retirement Solutions, Inc,
Information provided by Retirement Specialists Is for educational purposes only and is not intended as Investment advice,
Retirement Specialists are Registered Representatives of Nationwide Investment Services Corporation: Member FINRA. In MI
only, Nationwide Investment Svcs Ccirporation.
Nationwide Funds distributed by Nationwide Fund Distributors, LLC (NFD). Member FINRA, 1000 Continental Drive, Suite 400,
King of Prussia, PA 19406.
Nationwide Bank, Member FDIC, is a federally chartered savings bank.
Nationwide, the Nationwide framernark and On Your Side are service marks of Nationwide Mutual Insurance Company. ID 2011
Nationwide Financial Services. Inc. All rights reserved
PNM -2015A0 (05/11)
For Plan Sponsor Use Only
Nationwide
Give participants the guidance
they need when they change jobs or retire.
Nationwide Retirement Solutions (NRS) educates your participants to help them better
understand plan options, such as deferrals, consolidating retirement assets in their plan
account, and increasing overall plan participation.
To build on the education NRS currently offers plan participants, transition support services
from Nationwide Securities, LLC, an affiliate of NRS, provide the additional guidance plan
participants may need to help them make more informed decisions during key transitions, such
as when they change jobs or retire.
Your participants will receive helpful information and personalized guidance
Online information that helps participants understand their options when they are considering
leaving the plan, including:
• Implications of cashing out
• Benefits of keeping and consolidating assets in the plan
• Traditional and Roth IRAs, with side-by-side feature comparisons
One-on-one guidance from licensed financial representatives who educate participants to help
them make choices that are right for them, including:
• Benefits of keeping retirement assets in the plan
• Rollover IRA options consisting of a range of mutual funds from
multiple fund families, including Nationwide Funds Group
Solutions provided by Nationwide Bank, as well as additional Nationwide
annuities and life insurance offerings
Nationwide
We've extended our deadline. Give your participants
the resources to make more informed retirement decisions.
At Nationwide Retirement Solutions (NRS), we work with
you to support your participants as they strive to reach their
retirement goals. To help in this endeavor, we are resending
you the information package explaining new transition
support services you can make available to your participants
at no additional cost to the plan. By signing and returning
the enclosed Fact Sheet and Signature Page before
December 15, 2011, you can provide these services to your
participants.
New transition support services from Nationwide Securities,
LLC, an NRS affiliate, give your participants personalized
guidance to help them through key transitions, such as
changing jobs or retiring. For more information, please read
the enclosed Fact Sheet and Signature Page.
We are pleased to present you with these new services and
look forward to offering your participants the guidance and
support they need to better prepare for their retirement.
Sincerely,
Ann S. Bair
Vice President of Marketing
Nationwide Retirement Solutions
Providing guidance for your
transitioning participants is as
easy as:
Ea READ
SIGN BY DEC 15. 2011
x .__.
041111ri RETURN
Y
If you have any questions,
contact your Nationwide representative or call us at 1-877-496-1630.
NRM-8864A0 (1()/11)
For Plan Sponsor Use (jr';l
Nationwide
Transition support services
ADDITIONAL PRODUCTS AND SERVICES
PLAN SPONSOR AUTHORIZATION AGREEMENT
Note: Please review this Agreement carefully. Nationwide Retirement Solutions provides
your participants with education and services related to deferred compensation/defined
contribution plans. NRS recognizes that your participants often need education and guidance
during key transitions such as during a job change or when preparing to retire. A new offering
through affiliated companies of NRS offers your participants additional support during these
transitions. This Agreement authorizes our affiliates to offer additional products and services
outside of your plan to participants.
This Plan Sponsor Authorization Agreement ("Agreement") by and among Nationwide Retirement
Solutions, Inc. ("NRS"), Nationwide Securities, LLC ("NSLLC"), Nationwide Bank of which the
Nationwide Trust Company is a division (the "Bank"), Nationwide Fund Distributors LLC ("NFD")
(collectively referred to herein as "Nationwide") and the above-mentioned Plan Sponsor (the "Plan
Sponsor") is effective on the date that the last of the parties to this Agreement signs and executes
below. The Plan Sponsor hereby acknowledges and agrees that Nationwide is authorized to make
available to Participants additional products and services provided by our affiliates.
1. Definitions.
The following terms shall have the definitions set forth below:
1.1. "In -Plan Products and Services" means the education, retirement plan administration services, and
retirement plan products that are provided by or through NRS and its affiliated companies under a
separate agreement with the Plan Sponsor.
1.2. "Additional Products and Services" means the financial products and services outside of the Plan
access to which this Agreement authorizes Nationwide to provide, and as described in Section 2 of
this Agreement. Such products and services are outside of the Plan and are in addition to the In -Plan
Products and Services currently being provided by and through NRS.
1.3. "Participants" means employees who participate or who are eligible to participate in the Plan.
1.4. "Plan" means the deferred compensation or defined contribution plans sponsored by the above-
mentioned Plan Sponsor.
Public Sector Agreement
Additional Products and
Services
Plan Sponsor Authorization
Agreement
Page 2
2. Additional Products and Services.
2.1 NSLLC Products. The Plan Sponsor hereby authorizes NSLLC to make available to Plan Participants,
on a non-exclusive basis, any and all insurance and financial products that NSLLC and its affiliated
general agency are duly licensed, registered and authorized to sell (collectively the "NSLLC Products").
NSLLC reserves the right to amend its product offering at any time without notice. The NSLLC Products
may be purchased through NSLLC registered representatives ("RRs") who are available to address Plan
Participants' investment needs outside the Plan, including IRA rollover solutions. IRA rollover accounts
("NSLLC IRA Rollover Accounts") may be funded with eligible rollover distributions from the Plan or
other eligible retirement plans. For those Plan Participants who indicate an interest in purchasing a
Bank Product, NSLLC RRs may refer them to a customer call center operated by the Bank (the "Bank
Cali Center").
2.2 Financial Assessments. In conjunction with its offering of the NSLLC Products, NSLLC may offer
financial assessments that are designed to better enable Plan Participants to make informed investment
decisions, including whether to remain in the Plan. Such assessments are designed to help Plan
Participants understand their needs for financial protection, wealth accumulation, and income solutions
outside of the Pian, and are available at no additional cost to the Plan or Plan Participants.
2.3 NSLLC Investment Advisory Services. The Plan Sponsor hereby authorizes NSLLC to make available
to Plan Participants, on a non-exclusive basis, the investment advisory services ("NSLLC Advisory
Services") that it provides to all of its investment advisory services customers. The NSLLC Advisory
Services shall be provided for assets held outside the Plan by properly registered NSLLC personnel in
their capacity as investment advisory representatives ("IARs") of NSLLC.
2.4 Bank Products. The Plan Sponsor hereby authorizes the Bank to make available to Plan Participants,
on a non-exclusive basis, any and all banking products the Bank is authorized to sell (collectively the
"Bank Products"). The Bank reserves the right to amend its product offering at any time without notice.
Included among the Bank Products are IRA rollover accounts ("Bank IRA Rollover Accounts"). The Bank
Rollover Accounts may be funded with eligible rollover distributions from the Plan or other eligible
retirement plans. All self-directed Bank Product transactions by Plan Participants shall be subject to
the provisions of Section 3 of this Agreement. The Bank reserves the right to decline any account
application or to terminate any account, in its sole discretion.
Public Sector Agreement
Additional Products and
Services
Plan Sponsor Authorization
Agreement
Page 3
2.5 Additional Products and Services. The Plan Sponsor hereby authorizes and acknowledges that
Nationwide may make available to Plan Participants additional products and services not contemplated
by this Agreement at a later date. Such products and services may include, without limitation, (i) shares
of Nationwide Mutual Funds that are made available directly from NFD to self-directed Plan Participants
without assistance of an investment professional (the "Funds"); and (ii) such other products and
services Nationwide may make available in the future (the "Future Products and Services"). The Plan
Sponsor hereby authorizes Nationwide to make available shares of the Funds to Plan Participants at
a time of Nationwide's choosing. All self-directed transactions in Fund shares shall be subject to the
provisions of Section 3 of this Agreement. NFD reserves the right to decline any order to purchase
Fund shares at its discretion. Additionally, for Future Products and Services, the Plan Sponsor hereby
agrees that Nationwide may make available such Future Products and Services to Plan Participants
by providing the Plan Sponsor 30 days advance notice of the availability of the Future Products and
Services. If the Plan Sponsor objects to making available such Future Products and Services within 30
days after the date of Nationwide's notification mailing, then those Future Products and Services will
not be made available.
2.6 Nationwide Retirement Solutions, Inc. The products and services described in this Section 2 are
completely separate and distinct from the retirement plan administration services or retirement plan
products that are provided by or through NRS. The Additional Products and Services authorized by this
Agreement are not offered or sold by NRS and are not recommended by the Plan Sponsor.
3. Self -Directed Purchases and Rollovers: Product Recommendations.
3.1 Self -Directed Purchases and Rollovers. Subject to Section 3.2, the parties acknowledge and agree
that, for any transactions which are self-directed by Plan Participants, Plan Participants shall be solely
responsible for all orders and instructions placed for their accounts. Such responsibility includes,
without limitation, determining the appropriateness and suitability of any trade, deposit transaction,
rollover transaction, investment, investment strategy or investment risk associated with such
transactions. Nationwide agrees to provide to Plan Participants disclosure of information concerning
the limited liability of the Plan Sponsor and of Nationwide with respect to self-directed investments.
3.2 Product Recommendations. For those Plan Participants who indicate an interest in receiving
assistance from NSLLC, NSLLC RRs are hereby authorized to make product recommendations with
respect to the NSLLC Products and provide investment advice related thereto based upon suitability
determinations that are made in accordance with applicable laws, rules, regulations and NSLLC policies.
No Bank, NFD, Fund or NRS personnel (including but not limited to employees, agents, associates and
service vendors) are authorized to make product recommendations or provide investment advice to
Plan Participants with respect to the products and services referenced herein. The Bank Call Center
Public Sector Agreement
Additional Products and
Services
Plan Sponsor Authorization
Agreement
Page 4
personnel referenced in Section 2 shall be permitted to (i) distribute the materials referenced in Section
4 below, (ii) direct Plan Participants to NSLLC, when and as appropriate, and (iii) provide general
information about available products and services, but may not engage in any securities -related
advice or services, any insurance -related advice or services or any other activities requiring a securities
registration or an -insurance license.
4. Advertising and Sales Literature.
Nationwide may make available to Plan Participants marketing materials that describe the products
and services that are made available under the terms of this Agreement. The Plan Sponsor shall have
no authority to make any representations, other than those contained in printed marketing materials
furnished by Nationwide, concerning any of the products or services referenced in this Agreement, nor
shall it have any authority to create or distribute any marketing materials relating to such products or
services without the prior written approval of Nationwide. Marketing materials created by Nationwide
may be disseminated to Plan Participants by use of any methods, including but not limited to: (i) by
direct mail, (ii) by electronic media, (iii) by NRS customer services representatives, (iv) by designated
Plan Sponsor personnel, or (v) by other plan service providers. Except as otherwise permitted herein
or agreed upon by the parties, such advertisements and marketing materials may not be used without
permission.
5. Compensation.
•5.1 No Compensation Paid by Plan Sponsor. Nationwide will not receive compensation from the Plan
Sponsor for the provision of Additional Products and Services to Plan Participants pursuant to this
Agreement.
5.2 Compensation to Nationwide. In the event Plan Participants purchase the products or services
described in Section 2 herein, Nationwide may be compensated in various ways, which are consistent
with industry practice for firms engaged in the sale of financial products and services. Such
compensation may include, without limitation, (i) income generated from the sale of products, (ii)
investment advisory fees, (iii) asset-based and other fees in connection with the offering, management,
maintenance and administration of a product or service; and (iv) asset-based, spread based, and other
fees in connection with the offering, management, maintenance and administration of bank products.
Public Sector Agreement
Additional Products and
Services
Plan Sponsor Authorization
Agreement
Page 5
5.3 Compensation to Nationwide Representatives. Nationwide representatives, including NSLLC's RRs,
will not receive sales commissions for transactions involving the sale of products or services described
in Section 2. Compensation paid to representatives may include a salary and an incentive opportunity
based on productivity.
6. Term and Termination.
6.1 Term. This Agreement shall commence as of the date of execution of this Agreement by all the
parties, and shall remain in effect until it is terminated as provided in paragraph 6.2 herein.
6.2 Termination. Any party to this Agreement may terminate the Agreement at any time, without
penalty, upon the provision of sixty (60) days' advance written notice to the other parties. The
provisions of this Section 6 shall survive any termination of this Agreement and shall remain in effect
notwithstanding any such termination. The parties acknowledge and agree that Plan Participants who
become NSLLC customers, Bank customers or Nationwide Mutual Fund shareholders shall remain
as such notwithstanding the termination of this Agreement. The parties further acknowledge and
agree that NSLLC shall be permitted to keep appointments that were made with Plan Participants
prior to such termination and shall process applications for the purchase of NSLLC Products or
NSLLC Investment Advisory Services that are submitted prior to such termination. In the event the
plan administration agreement between NRS and the Plan Sponsor is terminated, the parties may
nevertheless desire to continue operating under the terms and conditions of this Agreement.
7. Representations and Warranties.
Nationwide represents and warrants that it will comply with all applicable laws, rules and regulations in
connection with the offer and sale of products and services pursuant to this Agreement.
8. Access to Information; Confidentiality.
NSLLC and its affiliated general agency shall have access to Plan Participant account information
for the sole purpose of gathering pertinent information about Plan Participants in order to offer the
NSLLC Products and provide the NSLLC Advisory Services described in this Agreement. NSLLC agrees
to maintain information received from another Nationwide party pursuant to this Section 8 in strict
confidence and in a manner designed to safeguard such information against unauthorized access, use
or disclosure in accordance with all applicable state and federal laws, rules and regulations.
Public Sector Agreement
Nat;onwide
Additional Products and
Services
Plan Sponsor Authorization
Agreement
Page 6
9. Otherwise Permitted Use of Information and Data.
The Plan Sponsor recognizes and acknowledges the necessity for Nationwide to provide and share
data with third -party subcontractors of Nationwide to assist with the provision of Additional Services
under this Agreement. Notwithstanding any other Section of this Agreement, this Agreement shall not
restrict Nationwide from sharing Plan and Plan Participant data and information with third -party sub-
contractors for any lawful purpose to develop, analyze, market and deliver the Additional Services.
Nationwide agrees to enter agreements which are necessary and proper to safeguard any Plan or Plan
Participant data and information exchanged with the third -party subcontractor.
10. Complete Agreement.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter of
this Agreement, and there are no other oral or written agreements or understandings with respect to
the subject matter of this Agreement that are not fully expressed herein. To the extent any separate
agreement to which Nationwide or the Plan Sponsor is a party contains provisions that are inconsistent
with the terms of this Agreement (including, but not limited to, those relating to the solicitation of
Plan Participants and the sharing of Plan Participant information), the terms of this Agreement shall be
controlling.
11. Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument; signature pages
'may be detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document.
12. Indemnification.
As consideration for the authorization provided herein, Nationwide agrees to indemnify and
hold harmless the Plan Sponsor and its elected or appointed officials, board members, officers,
administrators, agents and employees from and against all losses, claims, demands, damages, liability,
suits or other legal actions, judgments and decrees, attorneys' fees, costs and expenses of any kind or
nature whatsoever, on account of claims arising directly or indirectly from errors and/or omissions in the
provision of products and services described in this Agreement.
Public Sector Agreement