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HomeMy WebLinkAbout40-Finance CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACT, I NAL From: Barbara Pachon Subject: Resolution authorizing an agreement with National Retirement Dept: Finance Department Solutions, Inc. for services as administrator of the City of San Date: May 20,2008 Bernardino Deferred Compensation Plan. M/CC Meeting Date: June 16, 2008 Synopsis of Previous Council Action: September 4, 2001 Resolution 2001-277, Mayor and Common Council authorized an agreement with Nationwide Retirement Solutions Inc to administer City's deferred compensation programs September 10, 1999 Resolution 1999-217 Mayor and Common Council authorized an agreement with National Deferred Compensation for services as administrator of the City's deferred compensation programs. December 21, 1993 Resolution 93-461, Mayor and Common Council authorized an agreement with Great Western Savings for services as administrator of the City's deferred compensation programs. Recommended Motion: Adopt Resolution Z��ZSignature Contact person: Jim Sharer Phnne: 384-5944 Supporting data attached: yes Ward: all FUNDING REQUIREMENTS: Amount: No cost to the city; new revenue to the General Fund of $48,000 in FY08/09 Source: (Acct. No.) (Arct Description) Finance: Council Notes: ,ems✓.ows�. '13 l olD CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Staff Report Subject: Resolution authorizing execution of an agreement with Nationwide Retirement Solutions, Inc. for services as administrator of the City of San Bernardino Deferred Compensation Plan. Background: Nationwide Retirement Solutions has served as the plan administrator for the City of San Bernardino Deferred Compensation Plan since 1998 and has done an outstanding job of administering the City's plan, which now holds $50 million in assets. The Deferred Compensation Plan is a benefit offered by the City and entirely comprised of employee monies in an IRS approved 457 Plan. The City chose Nationwide Retirement Solutions (NRS) in 2001 during a formal RFP process and they competed with nine other respondents. The 2001 response from NRS was the most comprehensive and agreed to provide the City with a Deferred Comp program for no fees if the City agreed to a five-year contract with two one-year renewal options. The City has found NRS very professional in the services they provide and the administration of this program. The current agreement with NRS will expire in September of this year. The City Deferred Compensation Advisory Board authorized an RFP committee be established at its January 2008 meeting. Jim Sharer, Glenn Parkerson, and Roger Poyser were appointed to this committee, with Georgia Chamberlain as the Finance Department non-voting representative. The committee discussed the RFP process and determined that the Committee and the Advisory Board were pleased with the performance, investment instruments and no-fee costs of the current administrator. The committee moved to enter into negotiations with NRS to continue providing Plan Administrative Services, and seek additional services from the provider. As a result of the negotiations, NRS has agreed to continue with all terms of the current Deferred Compensation Administrative Agreement unchanged, including the current no fee provision. Under a new provision of the contract, they will reimburse the City $48,000 per year, with a three percent (3%) annual increase, for the cost of administering the program. They will also provide a budget of $5,000 per year for Deferred Comp Advisory Board members to attend training. Other new programs include the inclusion of the "Public Safety Health Provision" as approved by the Pension Protection Act of 2006. The Public Safety provision allows retired public safety Deferred Comp participants to receive $3,000 of their deferred compensation account per year, tax-free, to pay for health insurance premiums. Target- date retirement funds will be added as another option for plan participants, and the option of a Plan Sponsored Loan Program is included. The proposed agreement is for a six-year term with two two-year renewal options. The RFP Committee presented the negotiated agreement to the full Deferred Compensation Advisory Board at the regularly scheduled meeting of April 23, 2008. The Board unanimously voted to accept the negotiated agreement and send it to the Mayor and Common Council for council action. If approved by the Mayor and Common Council, this resolution will authorize this Negotiated Purchase with Nationwide Retirement Solutions, Inc. per Municipal Code §3.04.010 (B) (3). In this situation, the negotiated purchase is requested due to the vendor's knowledge and terms for the provision of deferred compensation plan administrative services. Financial Impact: No cost to the City. City will receive $48,000 in new revenue for FY 2008/09. Recommendation: Adopt Resolution D 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH NATIONWIDE RETIREMENT 3 SOLUTIONS, INC. FOR SERVICES AS ADMINISTRATOR OF THE CITY OF SAN 4 BERNARDINO DEFERRED COMPENSATION PLAN. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The Mayor and Common Council of the City of San Bernardino hereby authorize an Agreement with Nationwide Retirement Solutions, Inc. for services as administrator 8 of the City of San Bernardino Deferred Compensation Plan (457) for full-time employees. The 9 10 Mayor and Common Council hereby authorize the City Manager to execute said agreement on 11 behalf of the City; a copy of the Agreement is attached hereto as Exhibit A and incorporate 12 herein. 3 SECTION 2. This purchase is exempt from the formal contract procedures of Section 14 3.04.010 of the Municipal Code, pursuant to Section 3.04.010B.3 of said Code, "Purchases 15 approved by the Mayor and Common Council". 16 17 SECTION 3. Any amendment or modification thereto shall not take effect or become 18 operative until fully signed and executed by the parties and no party shall be obligated hereunder 19 until the time of such full execution. No oral agreements, amendments, modifications or waivers 20 are intended or authorized and shall not be implied from any act or course of conduct of any 21 party. This resolution is rescinded if the parties to the contract fail to execute it within sixty (60) 22 days of the passage of this resolution. 23 24 '5 - /6-0,6 BCL:CADocuments and SettingAsharerjaNy Documents0ef Comp Reso 2008.doc A)0 0 • ' I 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH NATIONWIDE RETIREMENT 2 SOLUTIONS, INC. FOR SERVICES AS ADMINISTRATOR OF THE CITY OF SAN 3 BERNARDINO DEFERRED COMPENSATION PLAN. 4 I HERBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a meeting thereof, held 6 on the day of , 2008,by the following vote,to wit: Council Members: AYES NAYS ABSTAIN ABSENT s ESTRADA 9 BAXTER 10 BRINKER 11 DERRY 12 KELLEY 13 JOHNSON 14 MCCAMMACK 15 16 CITY CLERK 17 The forgoing Resolution is hereby approved this day of , 2008. 18 19 Patrick J. Morris,Mayor 20 City of San Bernardino 21 Approved as to form: 22 JAMES F. PENMAN, City Attorney 23 24 2 5 By: BCL:CADocuments and Settings\sharerjaNy Documents0ef Comp Reso 2008.doc Deferred Compensation Plan 2 Administration Agreement 3 4 This Deferred Compensation Plan Administration Agreement is effective this 5 day of I by and between Nationwide Retirement 6 Solutions, Inc., a wholly owned subsidiary of NFS Distributors, Inc., a wholly owned subsidiary 7 of Nationwide Financial Services, Inc. an Ohio Corporation (hereinafter"NRS"), and the City of 8 San Bernardino, California (hereinafter "EMPLOYER"). 9 to WHEREAS, EMPLOYER, pursuant to and in compliance with Internal Revenue 11 Code Section 457, previously established a Deferred Compensation Plan, hereinafter 12 referred to as PLAN; and 13 14 WHEREAS, EMPLOYER, pursuant to its Request for Negotiated Purchase (hereinafter -5 "RNP") dated February 19, 2008, solicited bids to provide plan administration and 16 recordkeeping services; and 17 18 WHEREAS, NRS responded to such RNP; and 19 20 WHEREAS, the EMPLOYER, desires to enter into a formal agreement pursuant to the 21 terms of the RNP; and 22 23 WHEREAS, NRS desires to provide such non-discretionary administration and 24 recordkeeping services subject to the terms and conditions set forth herein: 25 26 NOW THEREFORE, EMPLOYER and NRS agree as follows: 27 8 1. DESIGNATION San Bernardino Administrative Agrpvm�4�f� pfAiied Compensation Program - 1 2 EMPLOYER designates NRS as Administrator for deferred compensation funds. 3 4 2. TERM 5 6 This Agreement shall remain in effect for an initial term of 6 years commencing as of the 7 date listed herein, with the option for two (2) successive renewals thereafter at the Deferred 8 Compensation Advisory Board of the EMPLOYER's option for two (2) years each or until it is 9 terminated by one or both parties in accordance with the provisions of this Agreement. 10 11 3. DEFAULT 12 13 In the event the Agreement is terminated for "Cause" (which shall mean the failure of either 14 party to perform any or all of its obligations as defined herein); the non-defaulting party shall i5 give the defaulting party written notice, specifying the particulars of the default. If such 16 default is not cured within sixty (60) days from the date in which notice of default is given, 17 the non-defaulting party may terminate the Agreement effective thirty (30) days after the end 18 of the sixty (60) day period. 19 21 4. INVESTMENT OPTIONS 21 22 NRS agrees to accept deferred compensation plan funds for investment in the investment 23 options referenced in Exhibit A hereto or such other options as mutually agreeable to the 2 4 parties. 25 26 A. The following provisions will apply: 27 8 San Bernardino Administrative A�vijerl Vp pejejjed compensation Program - 2 i 1 1. The investment options referenced in Exhibit A wilt be available to the Plan 2 Participants. Dividends (if applicable) will be automatically reinvested into the mutual 3 fund. 4 3 2. Investment Management or other charges may be imposed on any of the investment 6 options by the provider of such investment option. These charges will be disclosed in 7 the investment option prospectus or other informational brochure. These charges, 8 and along with any operating expenses of the investment, would be separate from 9 any fees or charges described in this Agreement. to 11 B. Participants will be permitted to change their investment options as often as they wish, 12 however, they shall be subject to any applicable penalty, charge, or restriction imposed 13 for such change. 14 15 5. INVESTMENT GUIDANCE AND EDUCATION 16 17 A. NRS agrees to provide reports and information for the analysis by the EMPLOYER of 18 Plan investments on an annual basis or upon any other frequency as the parties 19 mutually agree. Services shall include and relate to all investment options of the Plan as 20 follows: 21 22 1. General investment consulting and advice. 23 2. Monitoring and reporting of returns and evaluation of performance. 24 3. Discussion of reasons for under/over performance and performance in relation to an 25 investment options objectives and alternatives. 26 27 B. Based upon the information in "A" above, NRS agrees to provide performance '8 information to the EMPLOYER each year by April 1 regarding whether an investment San Bernardino Administrative Agreement for Deferred Compensation Program - 3 Exhibit "A" 1 should be retained, deleted, or added to the list of available investment options of the 2 Plan. 3 4 C. Actions taken regarding the addition or deletion of investment options shall be specifically authorized by the Deferred Compensation Advisory Board of the 6 EMPLOYER. 7 8 D. NRS shall also provide education to Plan participants regarding the various investment 9 options offered under the Plan. 10 11 6. ESTABLISHMENT OF ACCOUNTS 12 13 A. ENROLLMENT SERVICES 14 15 NRS agrees to process, or arrange to have processed, the enrollment of eligible 16 employees who elect to participate in the Plan. NRS agrees to provide information and 17 promotional material pursuant to the Plan for distribution to employees of EMPLOYER, 18 subject to approval of such material by the Deferred Compensation Advisory Board of 19 the EMPLOYER, such approval not to be unreasonably withheld. EMPLOYER agrees to 20 allow and facilitate the periodic distribution of such material to employees. 21 22 NRS agrees to conduct group presentations periodically for employees of EMPLOYER, 23 to explain the Plan. The Deferred Compensation Advisory Board of the EMPLOYER 24 agrees to facilitate the scheduling of such presentations and to provide facilities at which 25 satisfactory attendance can be expected. NRS agrees that qualified personnel will be 26 made available periodically to discuss the Plan with individual employees of 27 EMPLOYER. 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 4 Exhibit "A" I 1 B. DEFERRALS 2 3 The minimum participant deferral per pay period shall be not less than $10.00. 4 5 C. EMPLOYER agrees to: 6 7 1. Cause appropriate deductions to be made from such payroll(s) as may be applicable 8 and send the funds representing the total participant deferrals to NRS. 9 10 2. Provide to NRS in such electronic or magnetic media designated by NRS, a deferral 11 listing with respect to participant sub-accounts to include not less than the following: 12 13 Name of participant 14 Social security number of participant 15 Amount to be credited to participant's sub-account(s) 16 17 3. Funds may be sent by wire transfer, through an automated clearinghouse or by 18 check in accordance with written instructions provided by NRS. Failure to follow the 19 written instructions provided by NRS may result in delay of posting to Participant 20 accounts. 21 22 4. Funds will be posted no later than the business day following the day on which the 23 funds and the deferral listing are received by NRS. NRS will not be liable for any 24 delay in posting if EMPLOYER fails to send either the funds representing deferral 25 amounts or deferral information in accordance with NRS's instructions to the central 26 processing site designated by NRS. 27 28 5. Authorize NRS to act upon instruction given by Participants pursuant to their San Bernardino Administrative A ee ent for Deferred Compensation Program - 5 Unibit "A" 1 personal identification number (PIN), such PINs can be used to obtain certain services 2 as designated by NRS. 3 4 D. NRS agrees to: s 6 1. Establish a sub-account for each participant. 8 2. Post and credit the amounts sent by EMPLOYER to the sub-account(s) of 9 Participants in accordance with the latest written instructions on file with NRS. 10 11 7. PARTICIPANT SERVICES 12 A. NRS will provide a dedicated toll free telephone number which shall be operative 24 13 hours per day, 7 days per week (less normal maintenance time) for the Interactive Voice 1-4 Response (IVR), and for live Participant Service Representatives, Monday through 15 Friday, 8 a.m. - 8 p.m. Eastern time, each business day. Using this number, participants 16 may obtain information about participant accounts. EMPLOYER authorizes NRS to 17 honor instructions, which may be submitted by participants using this number, either via 18 the interactive voice response system (IVR), or to a live representative. Participant 19 instructions may be in such form and content as may be mutually agreed to by NRS and 20 EMPLOYER. 21 22 B. NRS will provide Plan participants unlimited opportunities to increase (within limitations 23 of Sec. 457) or decrease deferral amounts. All requests to increase or decrease deferral 24 amounts will be processed by NRS within five (5) business days of receipt of the request 25 and will be effective as soon as administratively practical by EMPLOYER. 26 27 C. NRS will provide Plan participants unlimited opportunities to redirect future deferral -8 amounts to any other investment option offered by the Plan. All requests will be San Bernardino Administrative Agreement for Deferred Compensation Program - 6 Exhibit "A" processed within five (5) business days of receipt and will be effective with the next pay 2 period deferral. 3 4 D. NRS will provide participants the daily ability to exchange existing account balances 5 from one investment option offered by the Plan to another (except for the limitation 6 described in Section 4 above). Exchange requests will be processed with the investment 7 option being "sold" by the next business day NRS receives such instructions and will be 8 effective in the new investment not later than the day following NRS's receipt of funds 9 from the "sold" investment. to 11 E. NRS will provide participants, if they request, a fund prospectus (or other informational 12 brochure as applicable) and an annual report for each investment option offered by the 13 Plan. Specific mutual fund prospectuses and other relevant information are to be 1 4 provided by each respective mutual fund or other investment provider upon request by i5 NRS or a participant. 16 17 F. NRS will provide participants consolidated quarterly statements detailing participant's 18 year-to-date deferral amounts, account balance information that includes changes in 19 account value since the previous report date and any fees or charges assessed against 20 the Participant account. Participants shall be informed that they must notify NRS within 21 ninety (90) days of receipt of their statements or confirmation of their investments, to 22 report any errors to NRS. NRS will not be liable for any errors not reported within this 23 time frame. 24 25 G. NRS agrees to mail 90% of these statements to participants within twenty (20) business 26 days after the end of each calendar quarter. NRS will have no responsibility to report, or 27 account for the accuracy of information applicable to periods prior to the effective date such Plan was administered by NRS. San Bernardino Administrative Agreement for Deferred Compensation Program - 7 Exhibit "A" 1 2 H. NRS will provide certain standard reports quarterly to EMPLOYER to enable 3 EMPLOYER to effectively monitor all accounting and record-keeping processes. These 4 reports will include combined data for an entire Plan. (Fees and charges assessed will be disclosed in these reports.) In addition, all services will be provided in accordance 6 with these reports. Copies are available upon request. 7 8 I. NRS agrees to maintain, for a reasonable time, the records necessary to produce the 9 above mentioned reports, and agrees that all records shall be the property of to EMPLOYER. EMPLOYER agrees that all related computer tapes, disks and programs 11 shall remain the property of NRS. 12 13 J. NRS agrees to review submitted unforeseeable emergency withdrawal applications and 14 make a determination regarding approval or denial based upon its interpretation of the 15 Plan document and the requirements of the Internal Revenue Code. 16 11 8. DISTRIBUTIONS 18 19 A. NRS will assist the participant in preparing the necessary forms to select his/her 20 distribution option. 21 22 B. All lump sum distributions from participant accounts shall be made within five (5) 23 business days of the earliest day permitted by the Plan. 24 25 C. For emergency/hardship withdrawal requests, NRS shall process or reject applications 26 within five (5) business days. 27 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 8 Fxhihit "A" I D. NRS will provide necessary forms and process payments from the participant's account, 2 to the company selected by the Plan to provide annuity options to participants. 3 Participant will be required to submit properly completed forms to NRS in a time frame 4 necessary to effectuate the "payment begin date" requested by participant. 5 6 E. NRS shall offer to participants for distribution of their account a designated amount 7 payment option. Payments shall be made on a monthly, quarterly, semi-annual or 8 annual basis as specified by the participant, in equal installments (not less than $25.00 9 per payment) until the amount applied, adjusted each business day for investment to results, is exhausted. The final installment will be the sum remaining at the time such 11 payment is due. 12 13 F. NRS shall offer to Plan participants a designated period payment option with a variable 14 payment. Payments shall be made monthly, quarterly or annually for any specified 15 number of years as permitted by the Plan, at the discretion of the Plan participant. The 16 amount of each variable payment shall be determined by dividing the Participant's 17 current portfolio balance by the number of remaining payments. is 19 G. NRS shall offer to Plan participants the ability to request a "Priority Distribution" option. 20 This option allows participants to designate a specific investment option from which their 21 distributions will be made. Processing of priority distributions will continue until such time 22 that the balance in the selected investment option is no longer adequate to make the 23 elected distribution. At that time, additional distributions will be made on a pro-rata basis 24 from all investment options. 25 26 H. All payment options are available for all investment options. Participants selecting the 27 options in E, F, or G above shall be subject to the same fees and charges, and 18 permitted the same exchange opportunities, as an active or inactive participant as San Bernardino Administrative Agreement for Deferred Compensation Program - 9 Exhibit "A" 1 defined by the Plan. Processing of these options will be completed by NRS upon receipt 2 of properly completed forms, in a time frame necessary to effectuate the "payment begin 3 date" on the third Monday of each month. Processing of the distribution option will be 4 completed within three (3) business days of the payment begin date. All distributions will be made pro-rata from each of the Participant's investment options. 6 7 I. NRS will be responsible for preparing and filing all reports required by federal and state 8 taxing authorities through the effective date of the termination of the contract. 9 EMPLOYER shall be responsible for all reporting requirements for periods prior to the 10 effective date of this contract, or after the termination date of this contract. NRS will be 11 responsible for the annual filing of individual 1099 or W-2 forms, unless by contract 12 between EMPLOYER and an Investment Provider, the forms are prepared by the 13 Investment Provider that provides annuity payments to participants. NRS shall withhold 14 income taxes from distributions as required, and remit said taxes to appropriate 15 regulatory authorities. NRS shall also prepare and file periodic and annual tax returns for 16 said amounts withheld. 17 18 J. NRS agrees to provide plan participants anticipating retirement or other separation from 19 service with illustrations indicating monthly benefit payments at an assumed interest rate 20 for savings accounts or an assumed rate of earnings for mutual fund investments. Such 21 assumed interest rate or rate of earnings shall be for illustration purposes only. The 22 actual interest rate/yield paid on saving products during distribution shall change 23 quarterly. For mutual funds, earnings will be those actually earned. 24 25 9. TERMINATION 26 27 Upon the effective date of termination of this Agreement, the following shall occur. 8 San Bernardino Administrative Agreement for Deferred Compensation Program - 10 Cvk;k;4- WIA 'I 1 A. NRS will no longer accept deferrals. In addition, upon notification of termination, NRS 2 will cease opening certificate of deposits, if applicable. 3 4 B. NRS will provide EMPLOYER a copy of all records relating to participant sub-accounts, in hard copy or such other form as mutually agreed upon between NRS and 6 EMPLOYER, within ninety (90) days after the effective date of termination. 7 8 C. This Agreement may be terminated for the convenience of the EMPLOYER upon thirty (30) days 9 written notice to NRS. Upon such notice, NRS shall provide all records as noted in Section B to 10 EMPLOYER. 11 12 D. If termination is due to either party exercising the right of termination described in 13 Section 3 above, within 45 days of the effective date of termination, NRS will transfer 14 savings account balances (less any early withdrawal penalty imposed) to EMPLOYER, is or to such other entity as EMPLOYER may designate in writing. Mutual funds will be '16 transferred to EMPLOYER or to such other entity as EMPLOYER may designate in 17 writing. 18 19 E. Accounts in distribution will be transferred to EMPLOYER or its designee in accordance 20 with the time frame described above. 21 22 10. FEES AND EXPENSES 23 24 The fee for the investment options shall be 0.00% except as noted on Exhibit B. Exhibit B 25 contains the terms and conditions under which a fee will be applied to specified investment 26 options under the Plan, Any fees, including investment management fees, associated with 27 the investment options are separate from fees imposed by NRS as administrator of the 8 Plan. San Bernardino Administrative Agreement for Deferred Compensation Program - 11 Exhibit "A" 1 2 NRS shall receive, as its compensation for services provided pursuant to this Agreement, 3 the service payments from the Plan's investment options or their affiliates. Further 4 information on the service payments that Nationwide receives from investment options or their affiliates is attached in Exhibit C. 6 7 NRS shall provide EMPLOYER up to $5000.00 per year from the service payments that are 8 received from the Plan's investment options (or their affiliates) to reimburse EMPLOYER for 9 the training expenses of the Deferred Compensation Advisory Board of the EMPLOYER'S 10 board members. NRS shall also provide EMPLOYER $48,000.00 in the first year of this 11 Agreement from the service payments that are received from the Plan's investment options 12 (or their affiliates) to reimburse EMPLOYER for the salary of an Accountant I position. This 13 amount used to reimburse EMPLOYER for an Accountant I salary shall be increased by 3% 1-4 each year after the first year that this Agreement remains in effect. 15 16 Should the service payments that are received from the Plan's investment options (or their 17 affiliates) be insufficient to compensate NRS for the services provided pursuant to this 18 Agreement or to reimburse EMPLOYER for the training expenses of the Deferred '-9 Compensation Advisory Board of the EMPLOYER'S board members or for the salary of an 20 Accountant I position, EMPLOYER agrees to renegotiate the fees, expenses and 21 Nationwide's compensation under this Agreement. 22 23 11. CONFIDENTIALITY 24 25 NRS agrees that all information supplied to and all work processed or completed by NRS 26 shall be kept confidential and will not be disclosed except as required by law. 27 3 San Bernardino Administrative Agreement for Deferred Compensation Program - 12 Exhibit "A" 1 12. PRIVITY OF CONTRACT 2 3 NRS and Plan Participants shall have no privity of contract with each other. 4 13. TITLE AND OWNERSHIP 6 7 In accordance with the provisions of Internal Revenue Code Section 457, all account(s) 8 established under this Agreement shall be held in the name of EMPLOYER, or by a 9 Trustee/Custodian with a multi-employer "omnibus account" for the benefit of participants, in 10 accordance with the Plan. it 12 14. CIRCUMSTANCES EXCUSING PERFORMANCE 13 4 Neither party to the Contract shall be in default by reason of failure to perform in is accordance with its terms if such failure arises out of causes beyond reasonable control and 16 without fault or negligence on their part. Such causes may include, but are not limited to, 17 acts of God or public enemy, acts of the government in either its sovereign or contractual 18 capacity, fires, floods, epidemics, quarantine or restrictions, freight embargoes, and 19 unusually severe weather. 20 21 15. INDEMNIFICATION 22 23 NRS agrees to defend, indemnify, and hold harmless the EMPLOYER, its officials, 24 employees, and agents from all loss, cost, and expense arising out of any loss or injury 25 sustained by anyone in connection with NRS's acts, errors, or omissions, or any of those of 26 its officers, agents, or employees, whether such act is authorized by this agreement or not; 27 and shall pay for any and all damages to EMPLOYER's property and funds of the 8 EMPLOYER, or loss or theft of such property or funds. The Provisions of this Article do not San Bernardino Administrative Agreement for Deferred Compensation Program - 13 FYhihit "All 1 apply to any damage or loss caused solely by the acts, errors, or omissions of the 2 EMPLOYER, its officials, employees, or agents. 3 4 EMPLOYER agrees to defend, indemnify, and hold harmless NRS, its officials, employees, 5 and agents from all loss, cost, and expense arising out of any loss or injury sustained by 6 anyone in connection with the EMPLOYER's acts, errors, or omissions, or any of those of its 7 officers, agents, or employees, whether such act is authorized by this agreement or not; and 8 shall pay for any and all damages to NRS's property and funds of NRS, or loss or theft of 9 such property or funds. The Provisions of this Article do not apply to any damage or loss 10 caused solely by the acts, errors, or omissions of NRS, its officials, employees, or agents. 11 16. PREVAILING PARTY 12 13 The prevailing party in any legal action to enforce or interpret any provision of this 14 Agreement will be entitled to recover from the losing party all reasonable attorneys' fees, 15 court costs, and necessary disbursements in connection with that action. The costs, 16 salary, and expenses of the City Attorney and members of his office, in connection with that 17 action shall be considered as attorneys' fees for the purposes of this Agreement. 18 19 17. ASSIGNABILITY 20 21 No party to this Agreement shall assign the same without the express written consent of the 22 other party, which consent shall not to be unreasonably withheld. This provision shall not 23 restrict NRS's right to delegate certain services to an agent, including any affiliate. Unless 24 agreed to by the parties, no such assignment shall relieve any party to this Agreement of 25 any duties or responsibilities herein. 26 27 18. PARTIES BOUND ?8 San Bernardino Administrative Agreement for Deferred Compensation Program - 14 Exhibit "A" i 1 This Agreement and the provisions thereof shall be binding -upon and shall inure to the 2 benefit of the successors and assigns of the respective parties. 3 4 19. APPLICABLE LAW 5 6 This Agreement shall be construed in accordance with the laws operating within the State of California. s 9 20. UNLAWFUL PROVISIONS 10 11 In the event any provisions of this Agreement shall be held illegal or invalid for any reason, 12 said illegality or invalidity shall not affect the remaining parts of the Agreement, but the same 13 shall be construed and enforced as if said illegal or invalid provisions had never been 14 inserted herein. Notwithstanding anything contained herein to the contrary, no party to this 15 Agreement will be required to perform or render any services hereunder, the performance or 16 rendition of which would be in violation of any laws relating thereto. 17 1B 21. MODIFICATION 19 20 This writing is intended both as the final expression of the Agreement between the parties 21 and as a complete statement of the terms of the Agreement. No modification of this 22 Agreement shall be effective unless and until such modification is evidenced by a writing 23 signed by both parties. 24 25 22. NO WAIVER 26 27 The failure of either party to enforce any provision of this Agreement shall not be construed 8 as a waiver of that provision or of any other provision in the Agreement and neither party San Bernardino Administrative Agreement for Deferred Compensation Program - 15 Exhibit "A" 1 may, at any time, enforce the provision previously waived, unless a modification to this 2 Agreement has been executed. 3 4 23. SEVERABILITY 6 The provisions of this Contract are severable, and, if for any reason a clause, sentence, 7 paragraph, or other part of this Contract shall be determined to be invalid by a court or 8 federal or state EMPLOYER, board, or commission having jurisdiction over the subject 9 matter thereof, such invalidity shall not affect other provisions of this Contract which can be 10 given effect without the invalid provision. it 12 24. NOTICES 13 14 All notices and demands to be given under this Agreement by one party to another shall be 15 given by certified or United States mail, addressed to the party to be notified or upon whom 16 a demand is being made, at the addresses set forth in this Agreement or such other place as 11 either party may, from time to time, designate in writing to the other party. Notice shall be 18 deemed received on the earlier of, 3 days from the date of mailing, or the day the notice is 19 actually received by the party to whom the notice was sent. 20 21 22 23 24 25 26 27 3 San Bernardino Administrative Agreement for Deferred Compensation Program - 16 Exhik;# ItAgo - If to NRS: Nationwide Retirement Solutions, Inc. 2 Attention: Lance Kesterson 3 5900 Parkwood Drive 4 Dublin, Ohio 43016 6 If to EMPLOYER: City of San Bernardino 7 Attn: Georgia Chamberlain, Deferred Compensation Liaison 8 300 North "D" Street 9 San Bernardino, California 92418-0001 10 11 25. ENTIRE AGREEMENT 12 13 This Agreement, along with any other investment product contracts necessitated by Exhibit 14 A, constitutes the entire agreement between the EMPLOYER and NRS, its affiliates, IL i5 successors, or assigns. The Parties warrant that this Agreement replaces and supercedes 16 any prior agreement between the Parties or their affiliates. 17 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on 19 the date first written above. 20 21 EMPLOYER Nationwide Retirement Solutions, Inc. 22 23 By: By: 24 25 Date: Date: 26 APPROVED AS TO FORM: 27 James F. Penman, City Attorney a By: San Bernardino Administrative Agreement for Deferred Compensation Program - 17 ;:Yhihit "A" 1 Exhibit A 2 3 This Exhibit is hereby made part of the Deferred Compensation Plan Administration Agreement 4 between NRS, and EMPLOYER. These investment options, or those added through 5 subsequent amendment or exhibit are the current investment options available under the 6 deferred compensation plan. Further: 7 8 A. EMPLOYER and NRS agree that the following investment options in this Exhibit, or those 9 added through subsequent amendment or exhibit are the only investment options available 10 under the deferred compensation plan. 11 12 B. EMPLOYER and NRS agree that the Deferred Compensation Advisory Board of the 13 EMPLOYER must agree to all changes in the investment options made available to the Plan, 14 except those changes required directly by the investment provider. 5 16 C. EMPLOYER agrees the effective date for offering new investment options will be the first 17 day of the month at least one month subsequent to the month an Amended Exhibit A may 18 be executed, or such other date upon which the parties mutually agree. 19 20 List of Investment Options 21 22 Investor Destinations Aggressive Fund - Service Class 23 Investor Destinations Conservative Fund - Service Class 24 Investor Destinations Moderate Fund - Service Class 25 Investor Destinations Moderately Aggressive Fund - Service Class 26 Investor Destinations Moderately Conservative Fund - Service Class 27 Oppenheimer Global Fund —A a San Bernardino Administrative Agreement for Deferred Compensation Program - 18 Exhihit "A" American Funds EuroPacific Growth Fund Dreyfus International Stock Fund DFA U.S. Micro Cap Company Portfolio 4 Allianz NFJ Small Cap Value Fund LeggMP Small Cap Growth — Class A 6 Neuberger Berman Genesis - Trust Class 7 American Century Vista Fund 8 Dreyfus MidCap Index Fund 9 JP Morgan MidCap Value A 10 American Century Equity Income Fund ii Fidelity Contra Fund 12 Fidelity Equity Income Fund 13 American Funds Growth Fund of America 14 American Funds Investment Company of America y5 Janus Fund 16 Neuberger Berman Socially Responsive Fund 17 Nationwide Fund —A 18 Vanguard Windsor II Fund 19 Vanguard Institutional Index Portfolio 20 American Funds Income Fund of America 21 PIMCO High-Yield Fund - Administrative Shares 22 PIMCO Total Return Fund —Administrative Shares 23 Vanguard Total Bond Market Index Fund 24 T. Rowe Price Retirement 2015 Advisor 25 T. Rowe Price Retirement 2025 Advisor 26 T. Rowe Price Retirement 2035 Advisor 27 T. Rowe Price Retirement 2045 Advisor 6 San Bernardino Administrative Agreement for Deferred Compensation Program - 19 c%rk;kif "A" 1 T. Rowe Price Retirement Income Fund Advisor 2 Washington Mutual Liquid Savings Accounts 3 Washington Mutual Certificates of Deposit 4 Nationwide Life Insurance Company Group Fixed Annuity Contract TSP-557 5 Galliard Stable Value Fund 6 7 8 EMPLOYER: Nationwide Retirement Solutions, Inc. 9 10 11 By: By: 12 13 14 Date: Date: 15 16 APPROVED AS TO FORM: 17 James F. Penman, l a City Attorney 19 20 By: 21 22 23 24 25 26 27 B San Bernardino Administrative Agreement for Deferred Compensation Program - 20 Exhibit "A" 1 Exhibit B 2 3 Effective June 16, 2008, this Exhibit B becomes part of the Deferred Compensation Plan 4 Administration Agreement (hereinafter "Agreement") between Nationwide Retirement Solutions, 5 Inc. (hereinafter "NRS") and the City of San Bernardino, California (hereinafter "EMPLOYER") 6 and is designed to memorialize the following additional terms that will apply to the offering of 7 various investment options under the Agreement. 8 9 Galliard Stable Value Fund: 10 11 1. NRS will provide administration and recordkeeping services as described in the Agreement 12 for the Stable Value Fund (hereinafter "SVF") offered through Galliard Capital Management, 13 Inc. 14 5 2. The SVF is not a mutual fund, but rather a collective investment trust or a pooled fund. 16 Charges and reimbursements for this investment option are different from those of 17 traditional mutual funds. 18 19 3. The fee for the SVF includes a Galliard Management Fee of .15% as well as a Plan 20 Administration fee. The total of these fees will be included daily in the unit value calculation 21 of the participant's value in the SVF, and will not be reflected as a charge on the account. 22 23 4. The Plan Administration Fee shall be the difference between the .59% and the Galliard 24 Management Fee, which represents the total fee on an annualized basis. 25 26 27 8 San Bernardino Administrative Agreement for Deferred Compensation Program - 21 Exhibit "A" 1 EMPLOYER: Nationwide Retirement Solutions, Inc. 3 4 By: By: 5 6 7 Date: Date: 8 9 10 APPROVED AS TO FORM: 11 James F. Penman, 12 City Attorney 13 14 By: 16 17 18 19 20 21 22 23 24 25 26 27 ,8 San Bernardino Administrative Agreement for Deferred Compensation Program - 22 Exhihit "ell 1 Exhibit C 2 Nationwide Retirement Solutions, Inc., offers a variety of unregistered group variable annuity 3 contracts and mutual fund platforms (collectively referred to as "retirement products"). Those 4 retirement products are sold exclusively in the public sector retirement markets through NRS's 5 life insurance and trust company affiliates (collectively referred to as the 'Nationwide 6 companies") 7 8 The variable accounts, trust accounts, or custodial accounts (the "Accounts") that accompany 9 the retirement products offer investment options, and purchase and sell shares of certain 10 mutual funds in the aggregate each day so that the performance of the investment options 11 corresponds to the performance of those mutual funds. When the Accounts aggregate these 12 transactions, the mutual fund does not incur the expense of processing individual transactions 13 that it would incur if it sold its shares to the public directly. This expense is instead incurred by 14 the Nationwide companies. 15 16 The Nationwide companies also incur the distribution costs associated with selling the 17 retirement products, which benefits the mutual funds by providing contract owners and 18 participants with investment options that correspond to the underlying mutual funds. 19 An investment adviser or subadviser of a mutual fund or its affiliates may provide the 20 Nationwide companies with wholesaling services that assist in the distribution of the retirement 21 products and may pay to participate in educational and/or marketing activities. These activities 22 may provide the adviser or subadviser (or their affiliates) with increased exposure to persons 23 involved in the distribution of the retirement products. 24 25 In light of the above, certain mutual funds or their affiliates make payments to the Nationwide 26 companies (the "payments"). The amount of these payments is typically based on an agreed 27 upon percentage times the amount of assets that the Accounts invest in the mutual funds. 8 These payments may be used for any corporate purpose, which includes reducing the price of San Bernardino Administrative Agreement for Deferred Compensation Program - 23 Exhibit "A" 1 the retirement products, paying expenses that the Nationwide companies incur in promoting, 2 marketing, and administering the retirement products, and achieving a profit. 3 The Nationwide companies receive the following types of payments: 4 3 . Mutual fund 12b-1 fees, which are deducted from mutual fund assets; 6 . Sub-transfer agent fees or fees pursuant to administrative service plans adopted by the 7 mutual fund, which may be deducted from mutual fund assets; and 8 . Payments by a mutual fund's adviser or subadviser (or its affiliates). Such payments 9 may be derived, in whole or in part, from the advisory fee that is deducted from mutual 10 fund assets and reflected in the mutual fund charges. 11 12 Furthermore, the Nationwide companies benefit when assets are invested in Nationwide's 13 affiliated mutual funds (i.e., Nationwide Variable Insurance Trust and/or Nationwide Mutual 14 Funds) because their affiliates also receive compensation from the mutual funds for investment Ls advisory, administrative, transfer agency, distribution, and/or other services. Thus, the 16 Nationwide companies may receive more revenue with respect to affiliated mutual funds than 17 unaffiliated mutual funds. 18 19 The Nationwide companies took these anticipated payments into consideration in determining 20 the charges they impose under the retirement products (apart from fees and expenses 21 imposed by the mutual funds). Without these payments, the Nationwide companies would have 22 imposed higher charges on their retirement products. 23 24 For the year ended December 31, 2007, for public sector retirement products, the maximum 25 payments that the Nationwide companies received from the mutual funds and their affiliates (as 26 a percentage of the average daily net assets of the mutual funds attributable to the retirement 27 products) and weighted average payments were: 8 San Bernardino Administrative Agreement for Deferred Compensation Program - 24 F:Yhihit "A" 1 Maximum Percentage eighted Averages** Public sector retirement 0.75% 0.266% 3 products* J 4 `Excludes select public sector retirement plan assets where the Nationwide companies either do not have agreements to receive any payments from the mutual funds or do not retain payments from the 6 mutual funds. 7 **Weighted averages are the product of actual payments the Nationwide companies earned divided by 8 annual average mutual fund assets (using quarter-end balances). All mutual funds available in a line of 9 business are included when determining average mutual fund assets, regardless of whether the mutual to funds or their affiliates actually made any payments to the Nationwide companies during the year, 11 subject to the exclusion noted above. 12 13 Most mutual funds or their affiliates have agreed to make payments to the Nationwide 14 companies, although the amount of the payment may vary from mutual fund to mutual fund. is Some mutual funds may not make any payments at all. 16 17 The amount of the actual payments the Nationwide companies receive is based on an agreed 18 upon percentage times the amount of assets invested by the Accounts in the mutual funds. As 19 such, the Nationwide companies may receive higher payments from mutual funds that pay a 20 lower percentage than from mutual funds that pay a higher percentage because of the level of 21 assets invested by the Accounts. 22 23 Opportunities to participate in educational and/or marketing activities offered by investment 29 advisers or subadvisers of the mutual funds or their affiliates to employees of the Nationwide 25 companies are not taken into account in determining the amount of payments received. 26 27 The Nationwide companies identify a menu of potential mutual funds that correspond to the Q investment options for their retirement products. They may consider several criteria when San Bernardino Administrative Agreement for Deferred Compensation Program - 25 Exhibit "A" I identifying those mutual funds, including some or all of the following: investment objectives, 2 investment process, investment performance, risk characteristics, investment capabilities, 3 experience and resources, investment consistency, and fund expenses. 4 5 In some cases, the Nationwide companies identify mutual funds based on requests and 6 recommendations made by retirement plan sponsors and/or their advisors. Another factor the 7 Nationwide companies consider during this process is whether the mutual fund's adviser or 8 subadvisor is one of their affiliates or whether the mutual fund, its adviser, its subadviser(s), or 9 an affiliate will make payments such as those described above. 10 11 You should consider all of the fees and charges of a retirement product in relation to the 12 features and benefits of that product when making your decision to invest. The fees of the 13 mutual funds being offered as part of the overall retirement product should also be considered 14 in your decision. Please note that higher product and mutual fund fees and charges have a 5 direct effect on the investment performance of your retirement savings. 16 17 18 19 20 21 22 23 24 25 26 27 8 San Bernardino Administrative Agreement for Deferred Compensation Program - 26 Exhibit "A" 1 Deferred Compensation Plan 2 Administration Agreement 3 4 This Deferred Compensation Plan Administration Agreement is effective this 5 day of by and between Nationwide Retirement 6 Solutions, Inc., a wholly owned subsidiary of NFS Distributors, Inc., a wholly owned subsidiary 7 of Nationwide Financial Services, Inc. an Ohio Corporation (hereinafter "NRS"), and the City of 8 San Bernardino, California (hereinafter "EMPLOYER"). 9 10 WHEREAS, EMPLOYER, pursuant to and in compliance with Internal Revenue 11 Code Section 457, previously established a Deferred Compensation Plan, hereinafter 12 referred to as PLAN; and 13 14 WHEREAS, EMPLOYER, pursuant to its Request for Negotiated Purchase (hereinafter is "RNP") dated February 19, 2008, solicited bids to provide plan administration and 16 recordkeeping services; and 17 18 WHEREAS, NRS responded to such RNP; and 19 20 WHEREAS, the EMPLOYER, desires to enter into a formal agreement pursuant to the 21 terms of the RNP; and 22 23 WHEREAS, NRS desires to provide such non-discretionary administration and 24 recordkeeping services subject to the terms and conditions set forth herein: 25 26 NOW THEREFORE, EMPLOYER and NRS agree as follows: 27 8 1. DESIGNATION San Bernardino Administrative Agreement for Deferred Compensation Program - 1 2 EMPLOYER designates NRS as Administrator for deferred compensation funds. 3 4 2. TERM 6 This Agreement shall remain in effect for an initial term of 6 years commencing as of the 7 date listed herein, with the option for two (2) successive renewals thereafter at the Deferred 8 Compensation Advisory Board of the EMPLOYER's option for two (2) years each or until it is 9 terminated by one or both parties in accordance with the provisions of this Agreement. to 11 3. DEFAULT 12 13 In the event the Agreement is terminated for"Cause" (which shall mean the failure of either 14 party to perform any or all of its obligations as defined herein); the non-defaulting party shall 15 give the defaulting party written notice, specifying the particulars of the default. If such 16 default is not cured within sixty (60) days from the date in which notice of default is given, 17 the non-defaulting party may terminate the Agreement effective thirty (30) days after the end 18 of the sixty (60) day period. 19 20 4. INVESTMENT OPTIONS 21 22 NRS agrees to accept deferred compensation plan funds for investment in the investment 23 options referenced in Exhibit A hereto or such other options as mutually agreeable to the 24 parties. 25 26 A. The following provisions will apply: 27 g San Bernardino Administrative Agreement for Deferred Compensation Program - 2 I 1 1. The investment options referenced in Exhibit A will be available to the Plan 2 Participants. Dividends (if applicable) will be automatically reinvested into the mutual 3 fund. 4 2. Investment Management or other charges may be imposed on any of the investment 6 options by the provider of such investment option. These charges will be disclosed in 7 the investment option prospectus or other informational brochure. These charges, 8 and along with any operating expenses of the investment, would be separate from 9 any fees or charges described in this Agreement. 10 11 B. Participants will be permitted to change their investment options as often as they wish, 12 however, they shall be subject to any applicable penalty, charge, or restriction imposed 13 for such change. 14 15 5. INVESTMENT GUIDANCE AND EDUCATION 16 17 A. NRS agrees to provide reports and information for the analysis by the EMPLOYER of 18 Plan investments on an annual basis or upon any other frequency as the parties 19 mutually agree. Services shall include and relate to all investment options of the Plan as 20 follows: 21 22 1. General investment consulting and advice. 23 2. Monitoring and reporting of returns and evaluation of performance. 24 3. Discussion of reasons for under/over performance and performance in relation to an 25 investment options objectives and alternatives. 26 27 B. Based upon the information in "A" above, NRS agrees to provide performance 28 information to the EMPLOYER each year by April 1 regarding whether an investment San Bernardino Administrative Agreement for Deferred Compensation Program - 3 1 should be retained, deleted, or added to the list of available investment options of the 2 Plan. 3 4 C. Actions taken regarding the addition or deletion of investment options shall be 5 specifically authorized by the Deferred Compensation Advisory Board of the 6 EMPLOYER. 7 8 D. NRS shall also provide education to Plan participants regarding the various investment 9 options offered under the Plan. to 11 6. ESTABLISHMENT OF ACCOUNTS 12 13 A. ENROLLMENT SERVICES 14 15 NRS agrees to process, or arrange to have processed, the enrollment of eligible 16 employees who elect to participate in the Plan. NRS agrees to provide information and 17 promotional material pursuant to the Plan for distribution to employees of EMPLOYER, 18 subject to approval of such material by the Deferred Compensation Advisory Board of 19 the EMPLOYER, such approval not to be unreasonably withheld. EMPLOYER agrees to 20 allow and facilitate the periodic distribution of such material to employees. 21 22 NRS agrees to conduct group presentations periodically for employees of EMPLOYER, 23 to explain the Plan. The Deferred Compensation Advisory Board of the EMPLOYER 24 agrees to facilitate the scheduling of such presentations and to provide facilities at which 25 satisfactory attendance can be expected. NRS agrees that qualified personnel will be 26 made available periodically to discuss the Plan with individual employees of 27 EMPLOYER. 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 4 1 B. DEFERRALS 2 3 The minimum participant deferral per pay period shall be not less than $10.00. 4 5 C. EMPLOYER agrees to: 6 7 1. Cause appropriate deductions to be made from such payroll(s) as may be applicable 8 and send the funds representing the total participant deferrals to NRS. 9 10 2. Provide to NRS in such electronic or magnetic media designated by NRS, a deferral 11 listing with respect to participant sub-accounts to include not less than the following: 12 13 Name of participant 14 Social security number of participant 15 Amount to be credited to participant's sub-account(s) 16 17 3. Funds may be sent by wire transfer, through an automated clearinghouse or by 18 check in accordance with written instructions provided by NRS. Failure to follow the 19 written instructions provided by NRS may result in delay of posting to Participant 20 accounts. 21 22 4. Funds will be posted no later than the business day following the day on which the 23 funds and the deferral listing are received by NRS. NRS will not be liable for any 24 delay in posting if EMPLOYER fails to send either the funds representing deferral 25 amounts or deferral information in accordance with NRS's instructions to the central 26 processing site designated by NRS. 27 28 5. Authorize NRS to act upon instruction given by Participants pursuant to their San Bernardino Administrative Agreement for Deferred Compensation Program - 5 1 personal identification number (PIN), such PINs can be used to obtain certain services 2 as designated by NRS. 3 4 D. NRS agrees to: s 6 1. Establish a sub-account for each participant. 7 8 2. Post and credit the amounts sent by EMPLOYER to the sub-account(s) of 9 Participants in accordance with the latest written instructions on file with NRS. to 11 7. PARTICIPANT SERVICES 12 A. NRS will provide a dedicated toll free telephone number which shall be operative 24 13 hours per day, 7 days per week (less normal maintenance time) for the Interactive Voice 14 Response (IVR), and for live Participant Service Representatives, Monday through 15 Friday, 8 a.m. - 8 p.m. Eastern time, each business day. Using this number, participants 16 may obtain information about participant accounts. EMPLOYER authorizes NRS to 17 honor instructions, which may be submitted by participants using this number, either via 16 the interactive voice response system (IVR), or to a live representative. Participant 19 instructions may be in such form and content as may be mutually agreed to by NRS and 20 EMPLOYER. 21 22 B. NRS will provide Plan participants unlimited opportunities to increase (within limitations 23 of Sec. 457) or decrease deferral amounts. All requests to increase or decrease deferral 24 amounts will be processed by NRS within five (5) business days of receipt of the request 25 and will be effective as soon as administratively practical by EMPLOYER. 26 27 C. NRS will provide Plan participants unlimited opportunities to redirect future deferral 28 amounts to any other investment option offered by the Plan. All requests will be San Bernardino Administrative Agreement for Deferred Compensation Program - 6 1 processed within five (5) business days of receipt and will be effective with the next pay 2 period deferral. 3 4 D. NRS will provide participants the daily ability to exchange existing account balances 5 from one investment option offered by the Plan to another (except for the limitation 6 described in Section 4 above). Exchange requests will be processed with the investment 7 option being "sold" by the next business day NRS receives such instructions and will be 8 effective in the new investment not later than the day following NRS's receipt of funds 9 from the "sold" investment. 10 11 E. NRS will provide participants, if they request, a fund prospectus (or other informational 12 brochure as applicable) and an annual report for each investment option offered by the 13 Plan. Specific mutual fund prospectuses and other relevant information are to be 14 provided by each respective mutual fund or other investment provider upon request by 15 NRS or a participant. 16 17 F. NRS will provide participants consolidated quarterly statements detailing participant's 18 year-to-date deferral amounts, account balance information that includes changes in 19 account value since the previous report date and any fees or charges assessed against 20 the Participant account. Participants shall be informed that they must notify NRS within 21 ninety (90) days of receipt of their statements or confirmation of their investments, to 22 report any errors to NRS. NRS will not be liable for any errors not reported within this 23 time frame. 24 25 G. NRS agrees to mail 90% of these statements to participants within twenty (20) business 26 days after the end of each calendar quarter. NRS will have no responsibility to report, or 27 account for the accuracy of information applicable to periods prior to the effective date 8 such Plan was administered by NRS. San Bernardino Administrative Agreement for Deferred Compensation Program - 7 1 2 H. NRS will provide certain standard reports quarterly to EMPLOYER to enable 3 EMPLOYER to effectively monitor all accounting and record-keeping processes. These 4 reports will include combined data for an entire Plan. (Fees and charges assessed will be disclosed in these reports.) In addition, all services will be provided in accordance 6 with these reports. Copies are available upon request. 7 8 I. NRS agrees to maintain, for a reasonable time, the records necessary to produce the 9 above mentioned reports, and agrees that all records shall be the property of to EMPLOYER. EMPLOYER agrees that all related computer tapes, disks and programs 11 shall remain the property of NRS. 12 13 J. NRS agrees to review submitted unforeseeable emergency withdrawal applications and 14 make a determination regarding approval or denial based upon its interpretation of the 15 Plan document and the requirements of the Internal Revenue Code. 16 17 8. DISTRIBUTIONS 18 19 A. NRS will assist the participant in preparing the necessary forms to select his/her 20 distribution option. 21 22 B. All lump sum distributions from participant accounts shall be made within five (5) 23 business days of the earliest day permitted by the Plan. 24 25 C. For emergency/hardship withdrawal requests, NRS shall process or reject applications 26 within five (5) business days. 27 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 8 1 D. NRS will provide necessary forms and process payments from the participant's account, 2 to the company selected by the Plan to provide annuity options to participants. 3 Participant will be required to submit properly completed forms to NRS in a time frame 4 necessary to effectuate the "payment begin date" requested by participant. 6 E. NRS shall offer to participants for distribution of their account a designated amount 7 payment option. Payments shall be made on a monthly, quarterly, semi-annual or 8 annual basis as specified by the participant, in equal installments (not less than $25.00 9 per payment) until the amount applied, adjusted each business day for investment to results, is exhausted. The final installment will be the sum remaining at the time such 11 payment is due. 12 13 F. NRS shall offer to Plan participants a designated period payment option with a variable 14 payment. Payments shall be made monthly, quarterly or annually for any specified 15 number of years as permitted by the Plan, at the discretion of the Plan participant. The 16 amount of each variable payment shall be determined by dividing the Participant's 17 current portfolio balance by the number of remaining payments. 18 19 G. NRS shall offer to Plan participants the ability to request a "Priority Distribution" option. 20 This option allows participants to designate a specific investment option from which their 21 distributions will be made. Processing of priority distributions will continue until such time 22 that the balance in the selected investment option is no longer adequate to make the 23 elected distribution. At that time, additional distributions will be made on a pro-rata basis 24 from all investment options. 25 26 H. All payment options are available for all investment options. Participants selecting the 27 options in E, F, or G above shall be subject to the same fees and charges, and 28 permitted the same exchange opportunities, as an active or inactive participant as San Bernardino Administrative Agreement for Deferred Compensation Program - 9 i 1 defined by the Plan. Processing of these options will be completed by NRS upon receipt 2 of properly completed forms, in a time frame necessary to effectuate the "payment begin 3 date" on the third Monday of each month. Processing of the distribution option will be 4 completed within three (3) business days of the payment begin date. All distributions will 5 be made pro-rata from each of the Participant's investment options. 6 7 I. NRS will be responsible for preparing and filing all reports required by federal and state 8 taxing authorities through the effective date of the termination of the contract. 9 EMPLOYER shall be responsible for all reporting requirements for periods prior to the 10 effective date of this contract, or after the termination date of this contract. NRS will be 11 responsible for the annual filing of individual 1099 or W-2 forms, unless by contract 12 between EMPLOYER and an Investment Provider, the forms are prepared by the 13 Investment Provider that provides annuity payments to participants. NRS shall withhold 14 income taxes from distributions as required, and remit said taxes to appropriate 15 regulatory authorities. NRS shall also prepare and file periodic and annual tax returns for 16 said amounts withheld. 17 18 J. NRS agrees to provide plan participants anticipating retirement or other separation from 19 service with illustrations indicating monthly benefit payments at an assumed interest rate 2 00 for savings accounts or an assumed rate of earnings for mutual fund investments. Such 21 assumed interest rate or rate of earnings shall be for illustration purposes only. The 22 actual interest rate/yield paid on saving products during distribution shall change 23 quarterly. For mutual funds, earnings will be those actually earned. 24 25 9. TERMINATION 26 27 Upon the effective date of termination of this Agreement, the following shall occur. 2s San Bernardino Administrative Agreement for Deferred Compensation Program - 10 - A. NRS will no longer accept deferrals. In addition, upon notification of termination, NRS 2 will cease opening certificate of deposits, if applicable. 3 4 B. NRS will provide EMPLOYER a copy of all records relating to participant sub-accounts, 5 in hard copy or such other form as mutually agreed upon between NRS and 6 EMPLOYER, within ninety (90) days after the effective date of termination. 7 8 C. This Agreement may be terminated for the convenience of the EMPLOYER upon thirty (30) days 9 written notice to NRS. Upon such notice, NRS shall provide all records as noted in Section B to 10 EMPLOYER. 11 12 D. If termination is due to either party exercising the right of termination described in 13 Section 3 above, within 45 days of the effective date of termination, NRS will transfer 14 savings account balances (less any early withdrawal penalty imposed) to EMPLOYER, 15 or to such other entity as EMPLOYER may designate in writing. Mutual funds will be 16 transferred to EMPLOYER or to such other entity as EMPLOYER may designate in i7 writing. 18 19 E. Accounts in distribution will be transferred to EMPLOYER or its designee in accordance 20 with the time frame described above. 21 22 10. FEES AND EXPENSES 23 24 The fee for the investment options shall be 0.00% except as noted on Exhibit B. Exhibit B 25 contains the terms and conditions under which a fee will be applied to specified investment 26 options under the Plan. Any fees, including investment management fees, associated with 27 the investment options are separate from fees imposed by NRS as administrator of the 28 Plan. San Bernardino Administrative Agreement for Deferred Compensation Program - 11 1 2 NRS shall receive, as its compensation for services provided pursuant to this Agreement, 3 the service payments from the Plan's investment options or their affiliates. Further 4 information on the service payments that Nationwide receives from investment options or 5 their affiliates is attached in Exhibit C. 6 7 NRS shall provide EMPLOYER up to $5000.00 per year from the service payments that are 8 received from the Plan's investment options (or their affiliates) to reimburse EMPLOYER for 9 the training expenses of the Deferred Compensation Advisory Board of the EMPLOYER'S 10 board members. NRS shall also provide EMPLOYER $48,000.00 in the first year of this 11 Agreement from the service payments that are received from the Plan's investment options 12 (or their affiliates) to reimburse EMPLOYER for the salary of an Accountant I position. This 13 amount used to reimburse EMPLOYER for an Accountant I salary shall be increased by 3% 14 each year after the first year that this Agreement remains in effect. '_5 16 Should the service payments that are received from the Plan's investment options (or their 17, affiliates) be insufficient to compensate NRS for the services provided pursuant to this 18 Agreement or to reimburse EMPLOYER for the training expenses of the Deferred 19 Compensation Advisory Board of the EMPLOYER'S board members or for the salary of an 20 Accountant I position, EMPLOYER agrees to renegotiate the fees, expenses and 21 Nationwide's compensation under this Agreement. 22 23 11. CONFIDENTIALITY 24 25 NRS agrees that all information supplied to and all work processed or completed by NRS 26 shall be kept confidential and will not be disclosed except as required by law. 27 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 12 1 12. PRIVITY OF CONTRACT 2 3 NRS and Plan Participants shall have no privity of contract with each other. 4 5 13. TITLE AND OWNERSHIP 6 7 In accordance with the provisions of Internal Revenue Code Section 457, all account(s) 8 established under this Agreement shall be held in the name of EMPLOYER, or by a 9 Trustee/Custodian with a multi-employer"omnibus account" for the benefit of participants, in 10 accordance with the Plan. 11 12 14. CIRCUMSTANCES EXCUSING PERFORMANCE 13 14 Neither party to the Contract shall be in default by reason of failure to perform in 15 accordance with its terms if such failure arises out of causes beyond reasonable control and 16 without fault or negligence on their part. Such causes may include, but are not limited to, 17 acts of God or public enemy, acts of the government in either its sovereign or contractual 18 capacity, fires, floods, epidemics, quarantine or restrictions, freight embargoes, and 19 unusually severe weather. 20 21 15. INDEMNIFICATION 22 23 NRS agrees to defend, indemnify, and hold harmless the EMPLOYER, its officials, 24 employees, and agents from all loss, cost, and expense arising out of any loss or injury 25 sustained by anyone in connection with NRS's acts, errors, or omissions, or any of those of 26 its officers, agents, or employees, whether such act is authorized by this agreement or not; 27 and shall pay for any and all damages to EMPLOYER's property and funds of the 18 EMPLOYER, or loss or theft of such property or funds. The Provisions of this Article do not San Bernardino Administrative Agreement for Deferred Compensation Program - 13 apply to any damage or loss caused solely by the acts, errors, or omissions of the 2 EMPLOYER, its officials, employees, or agents. 3 4 EMPLOYER agrees to defend, indemnify, and hold harmless NRS, its officials, employees, 5 and agents from all loss, cost, and expense arising out of any loss or injury sustained by 6 anyone in connection with the EMPLOYER's acts, errors, or omissions, or any of those of its officers, agents, or employees, whether such act is authorized by this agreement or not; and 8 shall pay for any and all damages to NRS's property and funds of NRS, or loss or theft of 9 such property or funds. The Provisions of this Article do not apply to any damage or loss 10 caused solely by the acts, errors, or omissions of NRS, its officials, employees, or agents. 11 12 16. PREVAILING PARTY 13 The prevailing party in any legal action to enforce or interpret any provision of this 14 Agreement will be entitled to recover from the losing party all reasonable attorneys' fees, 15 court costs, and necessary disbursements in connection with that action. The costs, 16 salary, and expenses of the City Attorney and members of his office, in connection with that 17 action shall be considered as attorneys' fees for the purposes of this Agreement. 18 19 17. ASSIGNABILITY 20 21 No party to this Agreement shall assign the same without the express written consent of the 22 other party, which consent shall not to be unreasonably withheld. This provision shall not 23 restrict NRS's right to delegate certain services to an agent, including any affiliate. Unless 24 agreed to by the parties, no such assignment shall relieve any party to this Agreement of 25 any duties or responsibilities herein. 26 27 18. PARTIES BOUND 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 14 1 This Agreement and the provisions thereof shall be binding upon and shall inure to the 2 benefit of the successors and assigns of the respective parties. 3 4 19. APPLICABLE LAW 5 6 This Agreement shall be construed in accordance with the laws operating within the State of 7 California. s 9 20. UNLAWFUL PROVISIONS 10 11 In the event any provisions of this Agreement shall be held illegal or invalid for any reason, 12 said illegality or invalidity shall not affect the remaining parts of the Agreement, but the same 13 shall be construed and enforced as if said illegal or invalid provisions had never been 14 inserted herein. Notwithstanding anything contained herein to the contrary, no party to this 75 Agreement will be required to perform or render any services hereunder, the performance or 16 rendition of which would be in violation of any laws relating thereto. 17 18 21.JVIODIFICATION 19 20 This writing is intended both as the final expression of the Agreement between the parties 21 and as a complete statement of the terms of the Agreement. No modification of this 22 Agreement shall be effective unless and until such modification is evidenced by a writing 23 signed by both parties. 24 25 22. NO WAIVER 26 27 The failure of either party to enforce any provision of this Agreement shall not be construed 28 as a waiver of that provision or of any other provision in the Agreement and neither party San Bernardino Administrative Agreement for Deferred Compensation Program - 15 i i 1 may, at any time, enforce the provision previously waived, unless a modification to this 2 Agreement has been executed. 3 4 23. SEVERABILITY 5 6 The provisions of this Contract are severable, and, if for any reason a clause, sentence, 7 paragraph, or other part of this Contract shall be determined to be invalid by a court or 8 federal or state EMPLOYER, board, or commission having jurisdiction over the subject 9 matter thereof, such invalidity shall not affect other provisions of this Contract which can be 10 given effect without the invalid provision. 11 12 24. NOTICES 13 14 All notices and demands to be given under this Agreement by one party to another shall be 15 given by certified or United States mail, addressed to the party to be notified or upon whom 16 a demand is being made, at the addresses set forth in this Agreement or such other place as 17 either party may, from time to time, designate in writing to the other party. Notice shall be 18 deemed received on the earlier of, 3 days from the date of mailing, or the day the notice is 19 actually received by the party to whom the notice was sent. 20 21 22 23 24 25 26 27 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 16 1 If to NRS: Nationwide Retirement Solutions, Inc. 2 Attention: Lance Kesterson 3 5900 Parkwood Drive 4 Dublin, Ohio 43016 5 6 If to EMPLOYER: City of San Bernardino 7 Attn: Georgia Chamberlain, Deferred Compensation Liaison 8 300 North "D" Street 9 San Bernardino, California 92418-0001 10 11 25. ENTIRE AGREEMENT 12 13 This Agreement, along with any other investment product contracts necessitated by Exhibit 14 A, constitutes the entire agreement between the EMPLOYER and NRS, its affiliates, 15 successors, or assigns. The Parties warrant that this Agreement replaces and supercedes 16 any prior agreement between the Parties or their affiliates. 17 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on 19 the date first written above. 20 21 EMPLOYER Nationwide Retirement Solutions, Inc. 22 23 By: By: 24 21 Date: Date: 26 A ZONT EWAS TO-FORM: 27 28 es F. Penman, y Attorney San Jiiarrii.an AHm;,,;Grrarive Agreement for Deferred Compensation Program - 17 1 Exhibit A 2 3 This Exhibit is hereby made part of the Deferred Compensation Plan Administration Agreement 4 between NRS, and EMPLOYER. These investment options, or those added through subsequent amendment or exhibit are the current investment options available under the 6 deferred compensation plan. Further: 7 8 A. EMPLOYER and NRS agree that the following investment options in this Exhibit, or those 9 added through subsequent amendment or exhibit are the only investment options available 10 under the deferred compensation plan. 11 12 B. EMPLOYER and NRS agree that the Deferred Compensation Advisory Board of the 13 EMPLOYER must agree to all changes in the investment options made available to the Plan, 14 except those changes required directly by the investment provider. 15 16 C. EMPLOYER agrees the effective date for offering new investment options will be the first 17 day of the month at least one month subsequent to the month an Amended Exhibit A may 18 be executed, or such other date upon which the parties mutually agree. 19 20 List of Investment Options 21 22 Investor Destinations Aggressive Fund - Service Class 23 Investor Destinations Conservative Fund - Service Class 24 Investor Destinations Moderate Fund - Service Class 25 Investor Destinations Moderately Aggressive Fund - Service Class 26 Investor Destinations Moderately Conservative Fund - Service Class 27 Oppenheimer Global Fund —A 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 18 I 1 American Funds EuroPacific Growth Fund 2 Dreyfus International Stock Fund 3 DFA U.S. Micro Cap Company Portfolio 4 Allianz NFJ Small Cap Value Fund 5 LeggMP Small Cap Growth — Class A 6 Neuberger Berman Genesis - Trust Class 7 American Century Vista Fund 8 Dreyfus MidCap Index Fund 9 JP Morgan MidCap Value A 10 American Century Equity Income Fund 11 Fidelity Contra Fund 12 Fidelity Equity Income Fund 13 American Funds Growth Fund of America 14 American Funds Investment Company of America 15 Janus Fund 16 Neuberger Berman Socially Responsive Fund 17 Nationwide Fund —A 18 Vanguard Windsor II Fund 19 Vanguard Institutional Index Portfolio 20 American Funds Income Fund of America 21 PIMCO High-Yield Fund -Administrative Shares 22 PIMCO Total Return Fund —Administrative Shares 23 Vanguard Total Bond Market Index Fund 24 T. Rowe Price Retirement 2015 Advisor L5 T. Rowe Price Retirement 2025 Advisor 26 T. Rowe Price Retirement 2035 Advisor 27 T. Rowe Price Retirement 2045 Advisor 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 19 i 1 T. Rowe Price Retirement Income Fund Advisor 2 Washington Mutual Liquid Savings Accounts 3 Washington Mutual Certificates of Deposit 4 Nationwide Life Insurance Company Group Fixed Annuity Contract TSP-557 Galliard Stable Value Fund 6 7 8 EMPLOYER: Nationwide Retirement Solutions, Inc. 9 10 11 By: By: 12 13 14 Date: Date: 15 16 17 APPROVED AS TO FORM: 18 James F. Penman, 19 City Attorney 20 By: 21 22 23 24 25 26 27 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 20 1 Exhibit B 2 3 Effective June 16, 2008, this Exhibit B becomes part of the Deferred Compensation Plan 4 Administration Agreement (hereinafter "Agreement") between Nationwide Retirement Solutions, Inc. (hereinafter "NRS") and the City of San Bernardino, California (hereinafter "EMPLOYER") 6 and is designed to memorialize the following additional terms that will apply to the offering of 7 various investment options under the Agreement. 8 9 Galliard Stable Value Fund: 10 11 1. NRS will provide administration and recordkeeping services as described in the Agreement 12 for the Stable Value Fund (hereinafter "SVF") offered through Galliard Capital Management, 13 Inc. 14 15 2. The SVF is not a mutual fund, but rather a collective investment trust or a pooled fund. 16 Charges and reimbursements for this investment option are different from those of 17 traditional mutual funds. 18 19 3. The fee for the SVF includes a Galliard Management Fee of .15% as well as a Plan 20 Administration fee. The total of these fees will be included daily in the unit value calculation 21 of the participant's value in the SVF, and will not be reflected as a charge on the account. 22 23 4. The Plan Administration Fee shall be the difference between the .59% and the Galliard 24 Management Fee, which represents the total fee on an annualized basis. 25 26 27 8 San Bernardino Administrative Agreement for Deferred Compensation Program - 21 1 EMPLOYER: Nationwide Retirement Solutions, Inc. 2 3 4 By: By: 5 6 7 Date: Date: 8 9 to APPROVED AS TO FORM: 11 James F. Penman, 12 City Attorney 13 14 By: i 15 16 17 18 19 20 21 22 23 24 25 26 27 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 22 1 Exhibit C 2 Nationwide Retirement Solutions, Inc., offers a variety of unregistered group variable annuity 3 contracts and mutual fund platforms (collectively referred to as "retirement products"). Those 4 retirement products are sold exclusively in the public sector retirement markets through NRS's 5 life insurance and trust company affiliates (collectively referred to as the "Nationwide 6 companies") 7 8 The variable accounts, trust accounts, or custodial accounts (the "Accounts") that accompany 9 the retirement products offer investment options, and purchase and sell shares of certain to mutual funds in the aggregate each day so that the performance of the investment options 11 corresponds to the performance of those mutual funds. When the Accounts aggregate these 12 transactions, the mutual fund does not incur the expense of processing individual transactions 13 that it would incur if it sold its shares to the public directly. This expense is instead incurred by 4 the Nationwide companies. 15 16 The Nationwide companies also incur the distribution costs associated with selling the 17 retirement products, which benefits the mutual funds by providing contract owners and 18 participants with investment options that correspond to the underlying mutual funds. 19 An investment adviser or subadviser of a mutual fund or its affiliates may provide the 20 Nationwide companies with wholesaling services that assist in the distribution of the retirement 21 products and may pay to participate in educational and/or marketing activities. These activities 22 may provide the adviser or subadviser (or their affiliates) with increased exposure to persons 23 involved in the distribution of the retirement products. 24 25 In light of the above, certain mutual funds or their affiliates make payments to the Nationwide 26 companies (the "payments"). The amount of these payments is typically based on an agreed 27 upon percentage times the amount of assets that the Accounts invest in the mutual funds. 18 These payments may be used for any corporate purpose, which includes reducing the price of San Bernardino Administrative Agreement for Deferred Compensation Program - 23 1 the retirement products, paying expenses that the Nationwide companies incur in promoting, 2 marketing, and administering the retirement products, and achieving a profit. 3 The Nationwide companies receive the following types of payments: 4 5 Mutual fund 12b-1 fees, which are deducted from mutual fund assets; 6 • Sub-transfer agent fees or fees pursuant to administrative service plans adopted by the 7 mutual fund, which may be deducted from mutual fund assets; and 8 • Payments by a mutual fund's adviser or subadviser (or its affiliates). Such payments 9 may be derived, in whole or in part, from the advisory fee that is deducted from mutual 10 fund assets and reflected in the mutual fund charges. 11 12 Furthermore, the Nationwide companies benefit when assets are invested in Nationwide's 13 affiliated mutual funds (i.e., Nationwide Variable Insurance Trust and/or Nationwide Mutual 14 Funds) because their affiliates also receive compensation from the mutual funds for investment 15 advisory, administrative, transfer agency, distribution, and/or other services. Thus, the 16 Nationwide companies may receive more revenue with respect to affiliated mutual funds than 17 unaffiliated mutual funds. 18 19 The Nationwide companies took these anticipated payments into consideration in determining 20 the charges they impose under the retirement products (apart from fees and expenses 21 imposed by the mutual funds). Without these payments, the Nationwide companies would have 22 imposed higher charges on their retirement products. 23 24 For the year ended December 31, 2007, for public sector retirement products, the maximum 25 payments that the Nationwide companies received from the mutual funds and their affiliates (as 26 a percentage of the average daily net assets of the mutual funds attributable to the retirement 27 products) and weighted average payments were: 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 24 1 Maximum Percentage Bighted Averages** 2 Public sector retirement 1 0.75% 0.266% j 3 products* I ! 4 — --- — *Excludes select public sector retirement plan assets where the Nationwide companies either do not 5 have agreements to receive any payments from the mutual funds or do not retain payments from the 6 mutual funds. 7 **Weighted averages are the product of actual payments the Nationwide companies earned divided by s annual average mutual fund assets (using quarter-end balances). All mutual funds available in a line of 9 business are included when determining average mutual fund assets, regardless of whether the mutual 10 funds or their affiliates actually made any payments to the Nationwide companies during the year, 11 subject to the exclusion noted above. 12 13 Most mutual funds or their affiliates have agreed to make payments to the Nationwide 14 companies, although the amount of the payment may vary from mutual fund to mutual fund. 15 Some mutual funds may not make any payments at all. 16 17 The amount of the actual payments the Nationwide companies receive is based on an agreed 18 upon percentage times the amount of assets invested by the Accounts in the mutual funds. As 19 such, the Nationwide companies may receive higher payments from mutual funds that pay a 20 lower percentage than from mutual funds that pay a higher percentage because of the level of 21 assets invested by the Accounts. 22 23 Opportunities to participate in educational and/or marketing activities offered by investment 24 advisers or subadvisers of the mutual funds or their affiliates to employees of the Nationwide 25 companies are not taken into account in determining the amount of payments received. 26 27 The Nationwide companies identify a menu of potential mutual funds that correspond to the 28 investment options for their retirement products. They may consider several criteria when San Bernardino Administrative Agreement for Deferred Compensation Program - 25 I identifying those mutual funds, including some or all of the following: investment objectives, 2 investment process, investment performance, risk characteristics, investment capabilities, 3 experience and resources, investment consistency, and fund expenses. 4 5 In some cases, the Nationwide companies identify mutual funds based on requests and 6 recommendations made by retirement plan sponsors and/or their advisors. Another factor the 7 Nationwide companies consider during this process is whether the mutual fund's adviser or 8 subadvisor is one of their affiliates or whether the mutual fund, its adviser, its subadviser(s), or 9 an affiliate will make payments such as those described above. 10 11 You should consider all of the fees and charges of a retirement product in relation to the 12 features and benefits of that product when making your decision to invest. The fees of the 13 mutual funds being offered as part of the overall retirement product should also be considered 14 in your decision. Please note that higher product and mutual fund fees and charges have a 15 direct effect on the investment performance of your retirement savings. 16 17 18 19 20 21 22 23 24 25 26 27 28 San Bernardino Administrative Agreement for Deferred Compensation Program - 26