Plan Service Provider Payment Agreement Nationwide Page 1 of 5 Phone: Fax: nationwide.com

Transcription

1 Agreement Plan Service Provider Payment Agreement Nationwide Page 1 of 5 Phone: Fax: nationwide.com This Agreement is entered into between ( Sponsor ) and Nationwide Life Insurance Company and/or Nationwide Trust Company, FSB a division of Nationwide Bank (collectively, Nationwide ) to establish a fee arrangement for services to be provided to ( Plan ) by a Plan Service Provider ( Provider ). These services are provided through the Provider under a separate agreement between the Sponsor and the Provider ( Provider Agreement ). This Agreement shall be effective upon execution of this Agreement by the Sponsor and Nationwide. Sponsor Representations Sponsor acknowledges that it has requested the addition of the Provider and that Sponsor acknowledges that it is solely responsible for the selection of the Provider. Sponsor represents that the provision of services to the Plan by the Provider and the payment arrangement set forth herein are consistent with the terms of the Plan s plan document and related materials ( Plan Document ) and with the Employee Retirement Income Security Act of 1974, as amended, ( ERISA ) and/or other applicable law. Sponsor acknowledges that it is solely responsible for monitoring the services of Provider, including their ongoing compliance with the terms of the Plan Document and all applicable provisions of ERISA and/or other applicable law. Sponsor represents that it is responsible for ensuring that the Provider does not serve in a producer and/or an investment advisory capacity. Nationwide Representations Nationwide represents that, using reasonable care consistent with industry standards, it will carry out instructions provided by Sponsor in support of the payment arrangement set forth herein. Provider Information Sponsor hereby appoints ( Provider name ) with Payment Arrangement ( Company name ) as the Provider. Sponsor authorizes that the Provider shall be compensated in one of the four following ways for providing services to the Plan: F F % of Plan assets annually (to be assessed and deducted no less frequently than quarterly). FFExclude SDBA assets from the calculation, if applicable. F F$ per participant annually (to be assessed and deducted no less frequently than quarterly). F F$ flat fee annually (to be assessed and deducted in equal installments based on pay frequency, which will be no less frequently than quarterly). FFAs otherwise agreed to by Sponsor and Provider and provided to Nationwide via separate instruction from the Sponsor in a form and format acceptable to Nationwide. The fee will be forwarded by Nationwide to Provider and represents payment for services for the relevant service period. All fees will be paid in accordance with current administrative procedures, a copy of which is incorporated into this Agreement and attached as Exhibit A. These procedures detail the fee calculation and payment frequency. Any changes to Exhibit A may be made solely by Nationwide with 90 days advance written notice to the Sponsor. The initial fee payment under this Agreement shall not commence until the service period as outlined in Exhibit A following the effective date of this Agreement. Sponsor acknowledges that Provider may only be compensated for services to the Plan under the terms of this Agreement.

2 Payment Arrangement (continued) Confidentiality of Information and Authorization to Share Termination, Resignation or Replacement Termination of Prior Agreements Notice Execution Copies Page 2 of 5 Sponsor acknowledge that Nationwide: (1) is acting solely as a paying agent of the Plan with respect to this Agreement, (2) may conclusively rely on any instructions it may receive to effectuate payment to Provider under this Agreement, and (3) shall have no duty to monitor or otherwise review the instructions received or the services provided to the Plan by Provider. Sponsor agrees to indemnify, defend, and hold Nationwide and its directors, officers, agents, affiliates, and employees (collectively, the Nationwide Indemnities ) harmless from and against any and all losses, claims, demands, liabilities, damages, suits or other legal actions, judgments and decrees, attorneys fees, costs and expenses of any kind or nature whatsoever ( Losses ) that the Nationwide Indemnities may directly or indirectly suffer or incur arising out of the performance of Nationwide s duties under this Agreement, except to the extent such Losses result from Nationwide s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations hereunder. Each party acknowledges and agrees that the terms set forth herein are consistent with and not contradictory to any other agreements or understandings between the parties and that in the event any such terms herein are inconsistent or contradictory therewith, the terms of this Agreement shall control. Sponsor represents and warrants that the Agreement between it and Provider requires the Provider to keep Plan Related Information, as defined below, strictly confidential. Sponsor authorizes Nationwide to provide Provider with access to Plan and participant information that Nationwide holds, including, but not limited to, participant name, Social Security number, account values, fund balances, transaction histories, and Funding Vehicle allocations ( Plan Related Information ). Sponsor acknowledges that Nationwide shall have no liability or responsibility for Provider s use or disclosure of Plan Related Information. Each party agrees to hold information it receives from the other pursuant to this Agreement in strict confidence. Furthermore, each party warrants to the other that it shall not disclose to any third party, except as otherwise provided herein, proprietary information that it may acquire in the performance of this Agreement; nor shall it use such proprietary information for any purposes other than to fulfill its contractual obligations under this Agreement or as required by law. This subsection shall survive and continue in full force and effect notwithstanding the expiration or termination of this Agreement. Each party may terminate this Agreement at any time by providing at least ten (10) business days written notice to the other party. Such termination will not, however, affect the liabilities or obligations of the parties arising from transactions initiated prior to such termination, and such liabilities and obligations shall survive any expiration or termination of this Agreement. Upon termination of this Agreement, Nationwide shall be under no obligation to carry out payment instructions on behalf of the Sponsor or any successor Provider chosen by the Sponsor unless such parties enter into a new Agreement with Nationwide. Further, Sponsor acknowledges that Nationwide cannot and is not under any legal obligation to facilitate refunding any appropriately paid payment to Provider under the terms of this Agreement. As of the effective date of this Agreement, this Agreement shall supersede and replace any prior agreements between the parties pertaining to the subject matter hereof. All notices to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid, registered or certified United States first class mail, return receipt requested, overnight mail, or by facsimile, or similar means of same day delivery (with a confirming copy by mail as provided herein). All notices shall be given or sent to the addresses shown herein or as Nationwide has on file for each party. Sponsor hereby authorizes Nationwide to send executed copies of this Agreement to Sponsor, Provider, and the Plan s authorized representative.

3 Page 3 of 5 Payment Arrangement: Disclosure and Date of Change The Payment Arrangement shall be effective based on one of the options selected below. Sponsor directs Nationwide to make the payments to the Service Provider once a method has been selected. The ERISA 404(a)(5) regulations require that plan sponsors make certain fee related disclosure available to participants, eligible employees and beneficiaries 30 days in advance. Please choose one of the options below: FFThe Plan Sponsor requests Nationwide to provide a 30-day advance notice document for the Plan Sponsor to distribute according to ERISA guidelines; to be delivered to the address indicated below. This fee will be added/changed on Nationwide s processing system on the next business date after forty (40) calendar days following receipt of this form in the format required by Nationwide. This will not delay the time standards associated with updating the plan access for the firm and/or advisor(s). Plan Sponsor Address: OR FFThe Plan Sponsor understands and has fulfilled their fiduciary obligation under ERISA to provide a 30-day advance notice of this fee change and instructs Nationwide to process the update within regular Nationwide processing time standards. Authority The Sponsor signing this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each party represents to the others that the person executing this Agreement on its behalf is duly authorized and empowered to execute this Agreement. We hereby agree with the provisions set forth in this Agreement and the verification set forth above. Sponsor Signature: Sponsor Name: Title: Street Address: City: State: Zip: Provider s Street Address: City: State: Zip: Provider s Address: Nationwide Signature: Nationwide Name: Effective Date: Title: Nationwide and the Nationwide N and Eagle are service marks of Nationwide Mutual Insurance Company Nationwide

4 Exhibit A - Administrative Procedures for Plan Service Provider Payment Agreement Page 4 of 5 The Service Provider will be compensated in one of the ways listed below based on their selection within the Agreement. The relevant service period is for the preceding calendar quarter. The fee amount will be calculated and deducted on the last business day of each quarter, a day on which Nationwide and the New York Stock Exchange are both open for business ( Business Day ), except as noted in the Initial Service Period section below. The fee will be deducted prior to any distributions being processed on the date of the fee deduction and may be deducted from any funding vehicle(s) in the account, with the exception of self-directed brokerage accounts and/or FDIC Insured accounts. The fee type selected within the Agreement will be calculated and deducted quarterly as follows: For fees that are a percentage of Plan assets, the amount to be deducted quarterly will be calculated based on the total market value of the Plan assets less the value of the SDBA assets if so indicated in the Payment Arrangement Section on Page 1 of this document, as of the last Business Day of each quarter, except as noted in the Initial Service Period section below. The market value will be multiplied by one fourth of the annual fee percentage indicated above. The calculated amount will be spread pro-rata across all Participant and Plan-level accounts with a balance in the Plan. For fees that are an annual dollar amount per participant, one fourth of the annual dollar amount indicated above will be deducted each quarter from all Participant and Plan-level accounts with a balance in the Plan. For fees that are an annual flat fee, one fourth of the annual dollar amount indicated above will be deducted each quarter. The calculated amount will be spread pro-rata across all Participant and Plan-level accounts with a balance in the Plan. Initial Service Period For the initial service period, the quarterly fee will be calculated as described above and will also be prorated for the number of calendar days from the day the initial service period commences until the last day of the calendar quarter. The fee for the initial service period will be calculated and deducted within the last five Business Days of the quarter. If the fee type selected is an annual percentage of assets, the fee will be calculated using the market value of the account as of the Business Day prior to the deduction. Final Fee If this Agreement is terminated, as described in the Termination, Resignation, or Replacement section of this Agreement, a final quarterly fee will be deducted. If the ending date of the service period is not on the last Business Day of the quarter, the quarterly fee will be prorated for the number of days in the quarter for which the Agreement was in affect. For calculating a fee that uses a percentage of assets, if applicable, the fee will be calculated on the day of deduction using the prior Business Day s market value. According to the applicable termination scenario, the timing of the deduction and the number of days for the fee proration calculation will follow the processes outlined below: Agreement is terminating, but the Plan is staying with Nationwide: The final fee will be deducted within five Business Days after Nationwide receives notification of the Agreement terminating. The ending date of the service period for purposes of calculating the proration of the fee will be the date of the fee deduction. Plan assets are liquidating due to Plan termination or Plan transfer: The last date of the service period used for calculating the proration of the fee will be the scheduled date of transfer or the day prior to the scheduled commencement date for plan termination withdrawals.

5 Exhibit A - continued Page 5 of 5 For Plans with Existing Service Provider Payment Agreement at Nationwide If the Plan has a pre-existing Service Provider Payment Agreement at Nationwide, with either the Service Provider listed on this agreement or another Service Provider, and the Agreement defines the relevant service period as the upcoming quarter, the current method of payment will be maintained for this Service Provider Payment Agreement using the following description, unless the Plan Sponsor requests otherwise below. The Service Provider will be compensated in one of the ways listed below based on their selection within the Agreement. The relevant service period is for the upcoming calendar quarter. The fee amount will be calculated and deducted on the last business day of each quarter, a day on which Nationwide and the New York Stock Exchange are both open for business ( Business Day ). The fee will be deducted prior to any distributions being processed on the date of the fee deduction and may be deducted from any funding vehicle(s) in the account, with the exception of self-directed brokerage accounts and/or FDIC Insured accounts. The fee type selected within the Agreement will be calculated and deducted quarterly as follows: For fees that are a percentage of Plan assets, the amount to be deducted quarterly will be calculated based on the total market value of the Plan assets less the value of the SDBA assets if so indicated in the Payment Arrangement Section on Page 1 of this document, as of the last Business Day of each quarter, except as noted in the Initial Service Period section below. The market value will be multiplied by one fourth of the annual fee percentage indicated above. The calculated amount will be spread pro-rata across all Participant and Plan-level accounts with a balance in the Plan. For fees that are an annual dollar amount per participant, one fourth of the annual dollar amount indicated above will be deducted each quarter from all Participant and Plan-level accounts with a balance in the Plan. For fees that are an annual flat fee, one fourth of the annual dollar amount indicated above will be deducted each quarter. The calculated amount will be spread pro-rata across all Participant and Plan-level accounts with a balance in the Plan. Any fees paid in advance for a calendar quarter will not be refunded on termination of this Agreement during that calendar quarter. To change the method of payment for this Service Provider such that the relevant service period for each fee is the preceding quarter instead of the upcoming quarter, the Plan Sponsor will need to sign below and return this form to Nationwide*: FFPlease change the method of payment for the Plan so that the relevant service period is for the preceding quarter with the final payment being prorated for the number of days services are provided to the plan as described in the Final Fee section of this Appendix. Because the plan has already paid for Service Provider services through the current quarter, I acknowledge that the fees for the initial service period will not be prorated and the initial fee using the preceding quarter as the relevant service period will commence on the quarter-end following the current quarter-end. Plan Sponsor Signature: *If there are multiple Service Providers on the plan, all Service Providers must be using the same method of payment for the relevant service period. If an already existing Service Provider is being paid prospectively and remains on the plan as Service Provider, regardless of the Plan Sponsor s selection above, any added Service Provider will need to be paid prospectively. Nationwide and the Nationwide N and Eagle are service marks of Nationwide Mutual Insurance Company Nationwide