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Agenda 07/14/2020 Item #16F10 (Deferred Compensation Agreements with Nationwide and ICMA-RC)07/14/2020 EXECUTIVE SUMMARY Recommendation to approve renegotiated IRS Plan 457 deferred compensation agreements with Nationwide and ICMA-RC providing for lower investment and administrative fees; open architecture investment platform; and generally, more favorable best practices financial and administrative terms benefiting the individual Collier County Manager’s Agency retirement plan investor. OBJECTIVE: Approve the deferred compensation Agreements. CONSIDERATIONS: Collier County is an IRS 457 plan provider and has offered County Manager Agency employees a choice of record keeper investment options through Nationwide and ICMA -RC for several years. The County recently retained the services of Montgomery Retirement Plan Advisors, a Tampa based firm representing numerous Florida municipalities, to act as a fiduciary representing the County and providing advice and counsel on matters pertaining to qualified retirement plan investments and qualified retirement plan operations. Fiduciaries in general are in a position of trust with respect to participants and beneficiaries of the plans with responsibilities including; • Acting solely in the interest of the participants and beneficiaries • Acting for the exclusive purpose of providing benefits to workers participati ng in the plan and their beneficiaries, and defraying reasonable expenses of the plan • Carrying out duties with the care, skill, prudence and diligence of a prudent person familiar with the matters • Following the plan documents • Diversifying plan investments Recent trends in the retirement investment arena point to an increasing level of litigation against municipal and not for profit entities for breach of retirement plan fiduciary responsibility particularly in the area of retirement plan fees. The Department of Labor has been very clear and has cited that an important fiduciary responsibility is “understanding and evaluating plan fees and expenses associated with plan investments, investment options, and services”. To this end, the County took proactive measures to retain a fiduciary and begin the process of evaluating various deferred compensation retirement plan provisions including fees and expenses. This process provides a record of action by the County consistent with current deferred compensation best practices for municipal and not for profit entities. Initially, the County solicited the market under a formal competitive Request for Proposal process to determine fees and services from major deferred compensation providers. Subsequently, in Fe bruary 2020, the process was cancelled in favor of a strategy to renegotiate current deferred compensation contracts with providers Nationwide and ICMA-RC based upon best practices with the intent on changing the investment landscape for Collier County Manager Agency participants all while not disrupting or eroding the comfort and confidence of current investment participants which have invested assets with the current providers. Especially at this moment of economic challenge. Current assets under management (AUM) between Nationwide and ICMA-RC for County Manager Agency participants is shown in the table below; June 23, 2020 Plan Assets Participant Count 16.F.10 Packet Pg. 2758 07/14/2020 Nationwide $42,289,805 686 ICMA-RC $25,289,153 637 Both Nationwide and ICMA-RC have met the following minimum standards; • At least 1 billion in assets under management from a minimum of twenty (20) distinct governmental plan sponsors (Nationwide - $65 billion; ICMA-RC - $53 billion) • Ability to implement an open architecture investment platform • Availability of a wide range of zero revenue funds • No deferred sales charges or contract termination penalties • Participation in the Retirement Plan Advisory Group (RPAG) database • Contract termination for convenience • Minimum twenty-eight (28) days on site meetings if required by qualified educational specialists • Utilization of plan sponsor directed group contracts versus individual contracts Negotiations with Nationwide and ICMA-RC over the past few weeks have produced substantially lower administrative and investment fees which are highlighted in the following matrix; Fees and expenses have been reduced over 60% by each deferred compensation record keeper translating into reduced investment expense to individual investment participants. Those nearing retirement and seeking to cash out their 457 plan investments and roll those assets into another qualified plan for purposes of retirement income can do so without restriction even those investment proceeds which are invested in capital preservation options. The County has a multiple plan provider system as opposed to a single plan provider and considering the deferred compensation participants in both plans, no attempt to move to a single plan provider was made. FISCAL IMPACT: While the actual fees paid by plan participants varies by investment type, if one assumes a $100,000 investment portfolio, annual average fees paid in the Nationwide fund groupings will drop from $750 to $270. Likewise, fees paid on the same $100,000 portfolio in t he ICMA-RC fund grouping will drop from $1,000 to $370. GROWTH MANAGEMENT IMPACT: None LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK 16.F.10 Packet Pg. 2759 07/14/2020 RECOMMENDATION: To approve the renegotiated deferred compensation recordkeeping agreements with Nationwide and ICMA-RC and authorize the BCC Chairman, County Manager and County Attorney as appropriate to execute all applicable documents. Prepared by: Mark Isackson, Director of Corporate Finance and Management Services, Office of Management and Budget and; Amy Lyberg, Human Resources Director, Administrative Services Department ATTACHMENT(S) 1. Collier County 457(b) Provider Renegotiation Summary (06-2020) (PDF) 2. Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (PDF) 3. Collier County BCC 303201 Amendment (PDF) 16.F.10 Packet Pg. 2760 07/14/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.F.10 Doc ID: 12851 Item Summary: Recommendation to approve renegotiated IRS Plan 457 deferred compensation agreements with Nationwide and ICMA-RC providing for lower investment and administrative fees; open architecture investment platform; and generally, more favorable best practices financial and administrative terms benefiting the individual Collier County Manager's Agency retirement plan investor. Meeting Date: 07/14/2020 Prepared by: Title: – Office of Management and Budget Name: Debra Windsor 07/08/2020 11:46 AM Submitted by: Title: Division Director - Corp Fin & Mgmt Svc – Budget and Management Office Name: Mark Isackson 07/08/2020 11:46 AM Approved By: Review: Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 07/08/2020 11:46 AM Budget and Management Office Mark Isackson Additional Reviewer Completed 07/08/2020 12:59 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/08/2020 1:17 PM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 07/08/2020 1:27 PM Board of County Commissioners MaryJo Brock Meeting Pending 07/14/2020 9:00 AM 16.F.10 Packet Pg. 2761 Investment advice offered through IFP Advisors, LLC dba Independent Financial Partners (IFP), a Registered Investment Advisor. IFP and Montgomery Retirement Plan Advisors are not affiliated. Provider Renegotiation Summary June 2020 Prepared for: Montgomery Retirement Plan Advisors 14502 N Dale Mabry Hwy, Suite 328 Tampa, FL 33618 (813) 909.9305 [Main] info@m-rpa.com [Email] www.m-rpa.com Collier County Deferred Compensation Plan 16.F.10.a Packet Pg. 2762 Attachment: Collier County 457(b) Provider Renegotiation Summary (06-2020) (12851 : Recommendation RFP Minimum Requirements Per RFP – page 6 “The following must be certified as baseline eligibility for submission compliance of a proposal pursuit to this request. Please provide this information using the Certification found as Attachment A – Minimum Requirement Certification.” 1. Currently recordkeeping at least $1 Billion of government entity defined contribution (401(a) / 457(b)) assets from a minimum of 20 distinct government plan sponsors. 2. Full open architecture investment platform. 3. Availability of a wide range of zero revenue funds. 4. Establishment of a fixed revenue requirement fee structure, with any potential excess revenue credited back to the plan at the fund and participant level. 5. Utilization of plan sponsor directed group (versus individual) contracts 6. No Deferred Sales Charges or similar contract termination penalties at the plan or participant level (investment-level market value adjustments, redemption fees, puts, and installment payouts are not expressly prohibited). 7. Contract termination for convenience, without cause, with thirty (30) day written notice. 8. Participation in the Retirement Plan Advisory Group (RPAG) database. Many retirement plan providers participate in the RPAG database and the information in this database will be used by the County in evaluation of submittals. 9. A minimum of 28 days annually of on-site employee meetings conducted by qualified education specialists. 1 16.F.10.a Packet Pg. 2763 Attachment: Collier County 457(b) Provider Renegotiation Summary (06-2020) (12851 : Recommendation Summary Analysis – Renegotiation Offers from Nationwide & ICMA-RC CURRENT RFP Offer (Single-Provider)Renegotiated Offer (Multi-Provider)CURRENT RFP Offer (Single-Provider)Renegotiated Offer (Multi-Provider) Agree to RFP Minimum Requirements ✔✔2 Net Investment Expense 0.29%0.18%1 0.49%0.24% Revenue Requirement 0.46%0.065%0.09%0.51%0.059%0.129% Total Cost 0.75%0.27%1 1.00%0.37% Total Cost ($)$308,884 $109,959 $250,087 $91,944 Capital Preservation Option Capital Preservation Option Crediting Rate Capital Preservation Option Exit Provisions Capital Preservation Option Transfer Restrictions 20% annual transfer limitation, no transfer to competing investment Contract Termination Provisions (in addition to capital preservation option exit provisions) At will with 120 day notification Unclear in Service Agreement Additional Comments & Pricing Conditions 2. ICMA-RC agrees to all RFP minimum requirements with the exception of the 28 days of on-site employee education support. They instead are offering 12 days. Unclear but assume would remain at will with 120 day notification 5-year contract with at will termination 3.38% Crediting Rate for Q2 2020 (see below for GMIR and minimum crediting rate multiple tier down schedule) MVA or 60-month spread payout (not benefit sensitive during 60-month payout ) Fully Liquid, no transfer to competing investment. (this is an enhanced offer) 12 month put 1. Due to the "spread-pay" nature of the Nationwide Guaranteed Fund, Nationwide does not disclose the expense or revenue generated from that investment. This analysis assumes 0.00% expense and 0.00% revenue associated with the Guaranteed Fund which is not entirely accurate as is does not reflect all revenue Nationwide recieves. In the new offer, Nationwide would assess their 0.09% fee against assets invested in the Nationwide Guaranteed Fund which would result in a more equitable fee arrangement. The Total Cost calculations includes the 0.09% fee assessed to the Nationwide Guaranteed Fund. Fees shown do not include the fiduciary advisor fee of paid to Montgomery Retirement Plan Advisors, which is currently paid by the County separately. Best efforts were made to obtain and present accurate information. Provider services, fees, and capabilities are subject are subject to change and cannot be guaranteed now or in the future. Fees and services are subject to change at any time. Contact provider for actual pricing and terms. Final pricing, services, and contractual provisions are at the sole discretion of each plan provider. NATIONWIDE ICMA-RC ICMA-RC Vantagepoint PLUS Fund 2.26% Crediting Rate as of 3/31/20 Nationwide Guaranteed Fund (1) Assumes continued use of the Nationwide Guaranteed Fund. Use of non-proprietary capital preservation option would carry a higher 0.25% revenue requirement in addition to any additional cost to absorb a negative market value adjustment (MVA) if applicable. (2) Includes 28 days of on-site employee education. (1) Assumes continued use of the ICMA-RC Vantagepoint PLUS Fund. ICMA-RC did not offer pricing for use of non-proprietary capital preservation option. (2) Includes 12 days of on-site employee education, less than 28 days requested. No transfer to competing investment 2 16.F.10.a Packet Pg. 2764 Attachment: Collier County 457(b) Provider Renegotiation Summary (06-2020) (12851 : Recommendation Nationwide Cost Analysis & Sample Mapping Fund Name Asset Class Score 3Q19 Assets (12/31/19) Expense Ratio (%) NW Admin Fee(%) Total Cost (%) Total Cost ($) Revenue Sharing (%) NW Admin Fee(%) Total Revenue (%) Total Revenue (%)Fund Name Asset Class Score 1Q20 Expense Ratio (%)NW Fee(%) Total Cost (%) Total Cost ($)NW Fee (%) Total Revenue ($) Nationwide Destination Ret Instl Svc Target Date Fund 8 $35,497 0.63% 0.60% 1.23%$437 0.25% 0.60% 0.85%$302 BlackRock LifePath Index Retire K TDF 8 0.09% 0.09% 0.18%$64 0.09%$32 Nationwide Destination 2020 Instl Svc Target Date Fund 8 $59,607 0.64% 0.60% 1.24%$739 0.25% 0.60% 0.85%$507 BlackRock LifePath Index Retire K TDF 8 0.09% 0.09% 0.18%$107 0.09%$54 Nationwide Destination 2025 Instl Svc Target Date Fund 8 $702,515 0.65% 0.60% 1.25% $8,781 0.25% 0.60% 0.85% $5,971 BlackRock LifePath Index 2025 K TDF 9 0.09% 0.09% 0.18%$1,265 0.09%$632 Nationwide Destination 2030 Instl Svc Target Date Fund 7 $223,608 0.66% 0.60% 1.26% $2,817 0.25% 0.60% 0.85% $1,901 BlackRock LifePath Index 2030 K TDF 9 0.09% 0.09% 0.18%$402 0.09%$201 Nationwide Destination 2035 Instl Svc Target Date Fund 7 $29,199 0.66% 0.60% 1.26%$368 0.25% 0.60% 0.85%$248 BlackRock LifePath Index 2035 K TDF 8 0.09% 0.09% 0.18%$53 0.09%$26 Nationwide Destination 2040 Instl Svc Target Date Fund 7 $213,970 0.65% 0.60% 1.25% $2,675 0.25% 0.60% 0.85% $1,819 BlackRock LifePath Index 2040 K TDF 8 0.09% 0.09% 0.18%$385 0.09%$193 Nationwide Destination 2045 Instl Svc Target Date Fund 7 $14,213 0.66% 0.60% 1.26%$179 0.25% 0.60% 0.85%$121 BlackRock LifePath Index 2045 K TDF 8 0.09% 0.09% 0.18%$26 0.09%$13 Nationwide Destination 2050 Instl Svc Target Date Fund 8 $10,230 0.66% 0.60% 1.26%$129 0.25% 0.60% 0.85%$87 BlackRock LifePath Index 2050 K TDF 8 0.09% 0.09% 0.18%$18 0.09%$9 Nationwide Destination 2055 Instl Svc Target Date Fund 8 $849 0.65% 0.60% 1.25%$11 0.25% 0.60% 0.85%$7 BlackRock LifePath Index 2055 K TDF 8 0.09% 0.09% 0.18%$2 0.09%$1 Nationwide Destination 2060 Instl Svc Target Date Fund -$12,996 0.65% 0.60% 1.25%$162 0.25% 0.60% 0.85%$110 BlackRock LifePath Index 2060 K TDF -0.09% 0.09% 0.18%$23 0.09%$12 Nationwide Inv Dest Conservative Svc Target Risk Fund 6 $254,490 0.88% 0.25% 1.13% $2,876 0.40% 0.25% 0.65% $1,654 BlackRock LifePath Index TDF series K TDF 9 0.09% 0.09% 0.18%$458 0.09%$229 Nationwide Inv Dest Moderate Conservative Svc Target Risk Fund 6 $192,948 0.90% 0.25% 1.15% $2,219 0.40% 0.25% 0.65% $1,254 BlackRock LifePath Index TDF series K TDF 9 0.09% 0.09% 0.18%$347 0.09%$174 Nationwide Inv Dest Moderate Svc Target Risk Fund 7 $1,154,146 0.91% 0.25% 1.16% $13,388 0.40% 0.25% 0.65% $7,502 BlackRock LifePath Index TDF series K TDF 9 0.09% 0.09% 0.18%$2,077 0.09% $1,039 Nationwide Inv Dest Moderate Aggressive Svc Target Risk Fund 7 $1,421,780 0.95% 0.25% 1.20% $17,061 0.40% 0.25% 0.65% $9,242 BlackRock LifePath Index TDF series K TDF 9 0.09% 0.09% 0.18%$2,559 0.09% $1,280 Nationwide Inv Dest Aggressive Svc Target Risk Fund 7 $868,847 0.94% 0.25% 1.19% $10,339 0.40% 0.25% 0.65% $5,648 BlackRock LifePath Index TDF series K TDF 9 0.09% 0.09% 0.18%$1,564 0.09%$782 Fidelity Puritan Balanced 4 $738,121 0.54% 0.65% 1.19% $8,784 0.25% 0.65% 0.90% $6,643 Janus Henderson Balanced N BAL 9 0.57% 0.09% 0.66%$4,872 0.09%$664 American Century Value Inv Large Cap Value 5 $603,726 0.97% 0.40% 1.37% $8,271 0.35% 0.40% 0.75% $4,528 Vanguard Equity-Income Adm LCV 10 0.18% 0.09% 0.27%$1,630 0.09%$543 Edgar Lomax Value Large Cap Value 10 $123,116 0.70% 0.40% 1.10% $1,354 0.40% 0.40% 0.80%$985 Vanguard Equity-Income Adm LCV 10 0.18% 0.09% 0.27%$332 0.09%$111 Invesco Growth and Income A Large Cap Value 7 $995,805 0.80% 0.40% 1.20% $11,950 0.50% 0.40% 0.90% $8,962 Vanguard Equity-Income Adm LCV 10 0.18% 0.09% 0.27%$2,689 0.09%$896 American Funds Investment Co of America A Large Cap Blend 8 $545,560 0.57% 0.65% 1.22% $6,656 0.25% 0.65% 0.90% $4,910 Fidelity 500 Index LCB-P 10 0.02% 0.09% 0.11%$573 0.09%$491 Nationwide Institutional Service Large Cap Blend 6 $472,119 0.69% 0.40% 1.09% $5,146 0.35% 0.40% 0.75% $3,541 Fidelity 500 Index LCB-P 10 0.02% 0.09% 0.11%$496 0.09%$425 Nationwide S&P 500 Index InSvc Large Cap Blend Index 10 $679,497 0.41% 0.40% 0.81% $5,504 0.25% 0.40% 0.65% $4,417 Fidelity 500 Index LCB-P 10 0.02% 0.09% 0.11%$713 0.09%$612 SEI S&P 500 Index E (SIMT)Large Cap Blend Index 10 $600,122 0.25% 0.65% 0.90% $5,401 0.00% 0.65% 0.65% $3,901 Fidelity 500 Index LCB-P 10 0.02% 0.09% 0.11%$630 0.09%$540 Fidelity Contrafund Large Cap Growth 8 $1,984,002 0.82% 0.65% 1.47% $29,165 0.25% 0.65% 0.90% $17,856 T. Rowe Price Blue Chip Growth I LCG 10 0.57% 0.09% 0.66%$13,094 0.09% $1,786 Fidelity OTC Large Cap Growth 8 $1,496,115 0.88% 0.65% 1.53% $22,891 0.25% 0.65% 0.90% $13,465 T. Rowe Price Blue Chip Growth I LCG 10 0.57% 0.09% 0.66%$9,874 0.09% $1,347 Nationwide Large Cap Growth Large Cap Growth 5 $467,966 0.95% 0.40% 1.35% $6,318 0.45% 0.40% 0.85% $3,978 T. Rowe Price Blue Chip Growth I LCG 10 0.57% 0.09% 0.66%$3,089 0.09%$421 Nationwide Loomis All Cap Growth Eagle Large Cap Growth -$362,285 0.95% 0.40% 1.35% $4,891 0.40% 0.40% 0.80% $2,898 T. Rowe Price Blue Chip Growth I LCG 10 0.57% 0.09% 0.66%$2,391 0.09%$326 Neuberger Berman Sustainable Equity Inv Large Cap Growth 6 $40,127 0.86% 0.40% 1.26%$506 0.30% 0.40% 0.70%$281 T. Rowe Price Blue Chip Growth I LCG 10 0.57% 0.09% 0.66%$265 0.09%$36 T. Rowe Price Growth Stock Adv Large Cap Growth 7 $781,399 0.92% 0.40% 1.32% $10,314 0.40% 0.40% 0.80% $6,251 T. Rowe Price Blue Chip Growth I LCG 10 0.57% 0.09% 0.66%$5,157 0.09%$703 JPMorgan Mid Cap Value A Mid Cap Blend 7 $375,476 1.24% 0.40% 1.64% $6,158 0.50% 0.40% 0.90% $3,379 Fidelity Mid Cap Index MCB-P 10 0.03% 0.09% 0.12%$432 0.09%$338 Nationwide Mid Cap Market Index A Mid Cap Blend Index 8 $424,934 0.67% 0.40% 1.07% $4,547 0.40% 0.40% 0.80% $3,399 Fidelity Mid Cap Index MCB-P 10 0.03% 0.09% 0.12%$489 0.09%$382 Wells Fargo Discovery Admin SMid Cap Growth 10 $461,905 1.13% 0.40% 1.53% $7,067 0.35% 0.40% 0.75% $3,464 Fidelity Mid Cap Index MCB-P 10 0.03% 0.09% 0.12%$531 0.09%$416 Nationwide US Small Cap Value Instl Svc Small Cap Value 5 $148,090 1.23% 0.40% 1.63% $2,414 0.40% 0.40% 0.80% $1,185 Wells Fargo Special Small Cap Value R6 SCV 10 0.84% 0.09% 0.93%$1,377 0.09%$133 Nationwide Small Cap Index A Small Cap Blend Index 10 $148,393 0.69% 0.40% 1.09% $1,617 0.40% 0.40% 0.80% $1,187 Fidelity Small Cap Index SCB-P 10 0.03% 0.09% 0.12%$171 0.09%$134 NVIT Multi-Manager Small Company I Small Cap Blend 10 $12,650 1.09% 0.40% 1.49%$188 0.40% 0.40% 0.80%$101 Fidelity Small Cap Index SCB-P 10 0.03% 0.09% 0.12%$15 0.09%$11 Nationwide Small Company Growth InSvc Small Cap Growth 9 $729,852 1.19% 0.40% 1.59% $11,605 0.35% 0.40% 0.75% $5,474 JPMorgan Small Cap Growth R6 SCG 10 0.74% 0.09% 0.83%$6,058 0.09%$657 Neuberger Berman Genesis Tr Small Cap Growth 7 $453,773 1.10% 0.40% 1.50% $6,807 0.40% 0.40% 0.80% $3,630 JPMorgan Small Cap Growth R6 SCG 10 0.74% 0.09% 0.83%$3,766 0.09%$408 Cohen & Steers Real Estate Securities A Real Estate 10 $383,414 1.15% 0.40% 1.55% $5,943 0.40% 0.40% 0.80% $3,067 DFA Real Estate Securities I REI 10 0.18% 0.09% 0.27%$1,035 0.09%$345 Nationwide International Index A International Large Cap Index 10 $133,739 0.71% 0.40% 1.11% $1,485 0.40% 0.40% 0.80% $1,070 Fidelity Total International Index IE-P 10 0.06% 0.09% 0.15%$201 0.09%$120 Nationwide AllianzGI International Growth InSvc International Equity -$608,788 0.97% 0.40% 1.37% $8,340 0.25% 0.40% 0.65% $3,957 Fidelity Total International Index IE-P 10 0.06% 0.09% 0.15%$913 0.09%$548 MFS International Intrinsic Value R3 International Large Cap 10 $722,164 0.98% 0.60% 1.58% $11,410 0.50% 0.60% 1.10% $7,944 Fidelity Advisor Intl Capital Appreciation Z ILCG 10 0.87% 0.09% 0.96%$6,933 0.09%$650 Invesco Oppenheimer Global A Global Equity 7 $416,209 1.12% 0.40% 1.52% $6,326 0.45% 0.40% 0.85% $3,538 American Funds New Perspective R6 GE 9 0.42% 0.09% 0.51%$2,123 0.09%$375 American Funds New World R4 Emerging Market Equity 10 $314,009 0.98% 0.40% 1.38% $4,333 0.35% 0.40% 0.75% $2,355 American Funds New World R6 EME 10 0.60% 0.09% 0.69%$2,167 0.09%$283 Nationwide Bond Index A Core Fixed Income Index 9 $394,504 0.65% 0.60% 1.25% $4,931 0.40% 0.60% 1.00% $3,945 Fidelity US Bond Index CFI-P 10 0.03%0.09% 0.12%$454 0.09%$355 Nationwide Loomis Core Bond Instl Svc Core Fixed Income 8 $1,112,299 0.74% 0.40% 1.14% $12,680 0.40% 0.40% 0.80% $8,898 Loomis Sayles Core Plus Bond N CFI 9 0.39% 0.09% 0.48%$5,339 0.09% $1,001 PIMCO International Bond (USD-Hedged) A Global Fixed Income 8 $719,627 0.95% 0.40% 1.35% $9,715 0.40% 0.40% 0.80% $5,757 Loomis Sayles Core Plus Bond N CFI 9 0.39% 0.09% 0.48%$3,454 0.09%$648 Lord Abbett High Yield R5 High Yield 10 $377,517 0.70% 0.40% 1.10% $4,153 0.35% 0.40% 0.75% $2,831 PGIM High Yield R6 HY 10 0.40% 0.09% 0.49%$1,850 0.09%$340 MFS High Income A High Yield 6 $250,582 0.95% 0.40% 1.35% $3,383 0.40% 0.40% 0.80% $2,005 PGIM High Yield R6 HY 10 0.40% 0.09% 0.49%$1,228 0.09%$226 Invesco Oppenheimer Limited-Term Gov Y Short Government 10 $68,741 0.50% 0.65% 1.15%$791 0.25% 0.65% 0.90%$619 Nationwide Fixed Account 1,2 GIC -ND1 0.09%ND1 $62 0.09%$62 Invesco Short-Term Inv Treasury Instl Money Market -$225,021 0.18% 0.65% 0.83% $1,868 0.00% 0.65% 0.65% $1,463 Nationwide Fixed Account 1,2 GIC -ND1 0.09%ND1 $203 0.09%$203 Nationwide Government Money Market Prime Money Market -$382,889 0.58% 0.40% 0.98% $3,752 0.40% 0.40% 0.80% $3,063 Nationwide Fixed Account 1,2 GIC -ND1 0.09%ND1 $345 0.09%$345 Nationwide Fixed Account 1 Capital Preservation -$17,399,609 ND1 ND1 ND1 ND1 ND1 ND1 ND1 ND1 Nationwide Fixed Account 1,2 GIC -ND1 0.09%ND1 $15,660 0.09%$15,660 Total $41,349,043 0.75% $308,844 0.46% $191,320 0.27% $109,959 0.09% $37,214 2. In the new offer, Nationwide would assess their 0.09% fee against assets invested in the Nationwide Fixed Account which would result in a more equitable fee arrangement. The Total Cost calculations includes the 0.09% fee assessed to the Nationwide Fixed Account. Best efforts were made to obtain and present accurate information. Provider services, fees, and capabilities are subject are subject to change and cannot be guaranteed now or in the future. Fees and services are subject to change at any time. Contact provider for actual pricing and terms. Final pricing, services, and contractual provisions are at the sole discretion of each plan provider. Current Nationwide Program Cost Analysis Renegotiated Nationwide Offer Cost Analysis Expense & Revenue Expense & Revenue 1. Due to the "spread-pay" nature of the Nationwide Fixed Account, Nationwide does not disclose the expense or revenue generated from that investment. This analysis assumes 0.00% expense and 0.00% revenue associated with the Fixed Account which is not entirely accurate as is does not reflect all revenue Nationwide recieves and understates the actual net investment fees. 3 16.F.10.a Packet Pg. 2765 Attachment: Collier County 457(b) Provider Renegotiation Summary (06-2020) (12851 : Recommendation ICMA-RC Cost Analysis & Sample Mapping Fund Name Asset Class Score 3Q19 Assets (12/31/19) Expense Ratio (%) Total Cost ($) Revenue Sharing (%) Total Revenue ($)Fund Name Asset Class Score 1Q20 Expense Ratio (%) ICMA-RC Fee (%) Total Cost (%) Total Cost ($) ICMA-RC Fee (%) Total Revenue ($) Vantagepoint Milestone Retirement Income R3 Target Date Fund 5 $401,838 0.95% $3,817 0.54% $2,170 BlackRock LifePath Index Retire K TDF 8 0.09%0.129% 0.219% $880 0.129%$518 Vantagepoint Milestone 2015 R3 Target Date Fund 6 $1,018,324 0.99% $10,081 0.54% $5,499 BlackRock LifePath Index Retire K TDF 8 0.09%0.129% 0.219% $2,230 0.129% $1,314 Vantagepoint Milestone 2020 R3 Target Date Fund 6 $582,542 1.01% $5,884 0.54% $3,146 BlackRock LifePath Index Retire K TDF 8 0.09%0.129% 0.219% $1,276 0.129%$751 Vantagepoint Milestone 2025 R3 Target Date Fund 6 $430,533 1.03% $4,434 0.54% $2,325 BlackRock LifePath Index 2025 K TDF 9 0.09%0.129% 0.219% $943 0.129%$555 Vantagepoint Milestone 2030 R3 Target Date Fund 6 $534,797 1.05% $5,615 0.54% $2,888 BlackRock LifePath Index 2030 K TDF 9 0.09%0.129% 0.219% $1,171 0.129%$690 Vantagepoint Milestone 2035 R3 Target Date Fund 6 $271,599 1.06% $2,879 0.54% $1,467 BlackRock LifePath Index 2035 K TDF 8 0.09%0.129% 0.219% $595 0.129%$350 Vantagepoint Milestone 2040 R3 Target Date Fund 6 $350,514 1.08% $3,786 0.54% $1,893 BlackRock LifePath Index 2040 K TDF 8 0.09%0.129% 0.219% $768 0.129%$452 Vantagepoint Milestone 2045 R3 Target Date Fund 6 $310,147 1.08% $3,350 0.54% $1,675 BlackRock LifePath Index 2045 K TDF 8 0.09%0.129% 0.219% $679 0.129%$400 Vantagepoint Milestone 2050 R3 Target Date Fund 6 $52,700 1.08%$569 0.54%$285 BlackRock LifePath Index 2050 K TDF 8 0.09%0.129% 0.219% $115 0.129%$68 Vantagepoint Milestone 2055 R3 Target Date Fund -$10,484 1.08%$113 0.54%$57 BlackRock LifePath Index 2055 K TDF 8 0.09%0.129% 0.219%$23 0.129%$14 Vantagepoint MP Conservative Growth R3 Target Risk Fund 5 $1,090,191 1.06% $11,556 0.54% $5,887 BlackRock LifePath Index TDF series K TDF 9 0.09%0.129% 0.219% $2,388 0.129% $1,406 Vantagepoint MP Traditional Growth R3 Target Risk Fund 4 $3,376,465 1.09% $36,803 0.54% $18,233 BlackRock LifePath Index TDF series K TDF 9 0.09%0.129% 0.219% $7,394 0.129% $4,356 Vantagepoint MP Long-Term Growth R3 Target Risk Fund 4 $2,261,043 1.10% $24,871 0.54% $12,210 BlackRock LifePath Index TDF series K TDF 9 0.09%0.129% 0.219% $4,952 0.129% $2,917 VT Retirement IncomeAdvantage Fund Guaranteed Income 6 $175,031 1.99% $3,483 0.74% $1,295 VT Retirement IncomeAdvantage Fund R5 1 GI 6 1.23% 0.129% 1.359% $2,379 0.129%$226 VT Fidelity Puritan Balanced 4 $297,964 0.83% $2,473 0.54% $1,609 Janus Henderson Balanced N BAL 9 0.57%0.129% 0.699% $2,083 0.129%$384 VT MFS Value R3 Large Cap Value 10 $155,744 0.87% $1,355 0.54%$841 Vanguard Equity-Income Adm LCV 10 0.18%0.129% 0.309% $481 0.129%$201 VT Invesco Diversified Dividend A Large Cap Value 8 $152,665 0.85% $1,298 0.54%$824 Vanguard Equity-Income Adm LCV 10 0.18%0.129% 0.309% $472 0.129%$197 Vantagepoint Equity Income R3 Large Cap Value 5 $163,986 1.00% $1,640 0.54%$886 Vanguard Equity-Income Adm LCV 10 0.18%0.129% 0.309% $507 0.129%$212 VT Parnassus Core Equity Investor Large Cap Blend 9 $144,445 1.16% $1,676 0.54%$780 Fidelity 500 Index LCB-P 10 0.02%0.129% 0.144% $208 0.129%$186 Vantagepoint Growth & Income R3 Large Cap Blend 7 $294,480 0.92% $2,709 0.54% $1,590 Fidelity 500 Index LCB-P 10 0.02%0.129% 0.144% $424 0.129%$380 VT Invesco Oppenheimer Main Street A Large Cap Blend 6 $194,902 0.91% $1,774 0.54% $1,052 Fidelity 500 Index LCB-P 10 0.02%0.129% 0.144% $281 0.129%$251 Vantagepoint 500 Stock Index R3 Large Cap Blend 10 $1,590,821 0.48% $7,636 0.34% $5,409 Fidelity 500 Index LCB-P 10 0.02%0.129% 0.144% $2,291 0.129% $2,052 Vantagepoint Broad Market Index R3 Large Cap Blend 9 $426,984 0.48% $2,050 0.34% $1,452 Fidelity 500 Index LCB-P 10 0.02%0.129% 0.144% $615 0.129%$551 VT Fidelity Contrafund Large Cap Growth 8 $1,470,347 1.11% $16,321 0.54% $7,940 T. Rowe Price Blue Chip Growth I LCG 10 0.57%0.129% 0.699% $10,278 0.129% $1,897 VT T. Rowe Price Growth Stock Adv Large Cap Growth 7 $621,762 1.21% $7,523 0.69% $4,290 T. Rowe Price Blue Chip Growth I LCG 10 0.57%0.129% 0.699% $4,346 0.129%$802 Vantagepoint Growth R3 Large Cap Growth 5 $426,995 1.04% $4,441 0.54% $2,306 T. Rowe Price Blue Chip Growth I LCG 10 0.57%0.129% 0.699% $2,985 0.129%$551 VT Victory Sycamore Established Value A Mid Cap Value 10 $169,648 0.91% $1,544 0.54%$916 Fidelity Mid Cap Index MCB-P 10 0.03%0.129% 0.154% $261 0.129%$219 Vantagepoint Select Value R3 Mid Cap Value 5 $28,306 1.20%$340 0.54%$153 Fidelity Mid Cap Index MCB-P 10 0.03%0.129% 0.154%$44 0.129%$37 VT Carillon Eagle Mid Cap Growth A Mid Cap Growth 9 $53,071 1.04%$552 0.54%$287 Fidelity Mid Cap Index MCB-P 10 0.03%0.129% 0.154%$82 0.129%$68 VT AMG TimesSquare Mid Cap Growth N Mid Cap Growth 8 $347,073 1.47% $5,102 0.54% $1,874 Fidelity Mid Cap Index MCB-P 10 0.03%0.129% 0.154% $534 0.129%$448 Vantagepoint Aggressive Opportunities R3 Mid Cap Growth 6 $81,263 1.06%$861 0.54%$439 Fidelity Mid Cap Index MCB-P 10 0.03%0.129% 0.154% $125 0.129%$105 Vantagepoint Discovery R3 Small Cap Blend 8 $330,698 1.06% $3,505 0.54% $1,786 Fidelity Small Cap Index SCB-P 10 0.03%0.129% 0.154% $509 0.129%$427 Vantagepoint Mid/Small Company Index R3 Small Cap Blend 9 $351,089 0.48% $1,685 0.34% $1,194 Fidelity Small Cap Index SCB-P 10 0.03%0.129% 0.154% $541 0.129%$453 VT Invesco Oppenheimer Discovery A Small Cap Growth 10 $105,241 1.13% $1,189 0.54%$568 JPMorgan Small Cap Growth R6 SCG 10 0.74%0.129% 0.869% $915 0.129%$136 VT Nuveen Real Estate Securities A REIT 9 $278,893 1.31% $3,653 0.54% $1,506 DFA Real Estate Securities I REI 10 0.18%0.129% 0.309% $862 0.129%$360 VT ClearBridge International Value A International Equity 4 $20,238 1.20%$243 0.69%$140 Fidelity Total International Index IE-P 10 0.06%0.129% 0.189%$38 0.129%$26 Vantagepoint International R3 International Large Cap 8 $110,026 1.29% $1,419 0.54%$594 Fidelity Total International Index IE-P 10 0.06%0.129% 0.189% $208 0.129%$142 Vantagepoint Overseas Equity Index R3 International Large Cap 10 $598,083 0.53% $3,170 0.34% $2,033 Fidelity Total International Index IE-P 10 0.06%0.129% 0.189% $1,130 0.129%$772 VT Fidelity Diversified International International Large Cap 5 $501,150 1.10% $5,513 0.54% $2,706 Fidelity Advisor Intl Capital App Z ILCG 10 0.87%0.129% 0.999% $5,006 0.129%$646 Vantagepoint Emerging Markets Fund R3 Emerging Market Equity -$20,500 1.47%$301 0.54%$111 American Funds New World R6 EME 10 0.60%0.129% 0.729% $149 0.129%$26 Vantagepoint MP Global Equity Growth R3 Global Equity 6 $177,692 1.18% $2,097 0.54%$960 American Funds New Perspective R6 GE 9 0.42%0.129% 0.549% $976 0.129%$229 Vantagepoint Core Bond Index R3 Core Fixed Income 10 $340,075 0.48% $1,632 0.34% $1,156 Loomis Sayles Core Plus Bond N CFI 9 0.39%0.129% 0.519% $1,765 0.129%$439 VT Western Asset Core Plus Bond A Core Fixed Income 9 $472,505 0.74% $3,497 0.64% $3,024 Fidelity US Bond Index CFI-P 10 0.03% 0.129% 0.154% $728 0.129%$610 Vantagepoint Inflation Focused R3 U.S. Government TIPS 7 $85,476 0.90%$769 0.54%$462 DFA Inflation-Protected Securities I UGT 9 0.11%0.129% 0.239% $204 0.129%$110 VT PIMCO High Yield R High Yield 7 $214,180 1.11% $2,377 0.54% $1,157 PGIM High Yield R6 HY 10 0.40%0.129% 0.529% $1,133 0.129%$276 VT Cash Management R3 Money Market -$38,677 0.72%$278 0.54%$209 Vantagepoint PLUS Fund Class R10 SV 0.54%0.129% 0.669% $259 0.129%$50 ICMA Vantagepoint PLUS Stable Value Stable Value -$3,838,255 1.10% $42,221 0.54% $20,727 Vantagepoint PLUS Fund Class R10 SV 0.54%0.129% 0.669% $25,678 0.129% $4,951 Total $24,969,444 1.00% $250,087 0.51% $127,837 0.37% $91,909 0.129% $32,211 Best efforts were made to obtain and present accurate information. Provider services, fees, and capabilities are subject are subject to change and cannot be guaranteed now or in the future. Fees and services are subject to change at any time. Contact provider for actual pricing and terms. Final pricing, services, and contractual provisions are at the sole discretion of each plan provider. 1. In the new proposed arrangement, we would recommend moving to the R5 share of the VT Retirement IncomeAdvantage. It carries a 1.68% expense ratio which includes 0.45% in revenue sharing. The 0.45% revenue sharing would be credited back to participants based on their investment in the fund to the net expense experienced by those participants would be 1.23% which is what we have used in this illustration. Current ICMA-RC Program Cost Analysis Expense & Revenue Renegotiated ICMA-RC Offer Cost Analysis Expense & Revenue 4 16.F.10.a Packet Pg. 2766 Attachment: Collier County 457(b) Provider Renegotiation Summary (06-2020) (12851 : Recommendation Page 1 of 15 ADMINISTRATIVE SERVICES AGREEMENT FOR THE GOVERNMENTAL 457(b) DEFERRED COMPENSATION PLAN OF THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS This Administrative Services Agreement (“Agreement”) is effective this __ day of ___, 20__ (the “Effective Date”) by and between Nationwide Retirement Solutions, Inc., a Delaware corporation (“Nationwide”) and an affiliate and subsidiary of Nationwide Financial Services, Inc. and the Collier County Board of County Commissioners, the Plan Sponsor (hereinafter “Plan Sponsor”). WHEREAS, Plan Sponsor, pursuant to and in compliance with the Internal Revenue Code of 1986, as amended (“Code”), established and sponsors the Collier County Board of County Commissioners Deferred Compensation Plan (“Plan”), a Section 457(b) Plan; WHEREAS, Plan Sponsor desires to have Nationwide perform the non-discretionary recordkeeping and administrative services described in this Agreement for the Plan (“Administrative Services”); and WHEREAS, Nationwide desires to provide such Administrative Services subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, Nationwide and Plan Sponsor desire to enter into this Agreement and abide by the terms therein. 1. DESIGNATION a. Plan Sponsor designates Nationwide as a non-fiduciary, non-discretionary provider of Administrative Services for the Plan in accordance with the terms of this Agreement. b. Plan Sponsor represents that the selection and designation of Nationwide complies with any procurement statutes applicable to Plan Sponsor. c. Any duties or services not specifically described herein or delegated in the Plan’s document as being provided by Nationwide are the responsibility of Plan Sponsor. d. Services in addition to those in this Agreement or delegated in the Plan’s document may be added by mutual agreement of Nationwide and Plan Sponsor. 2. ELIGIBLE EMPLOYER Plan Sponsor has determined that it is an “eligible employer” as that term is defined in Code Section 457(e)(1)(A). 3. TERM a. The initial term of this Agreement is five years from the Effective Date, unless terminated earlier in accordance with Section 21. 16.F.10.b Packet Pg. 2767 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 2 of 15 b. If at the expiration of the initial term or renewal periods Plan Sponsor has not provided Nationwide with instructions for the transfer of administration of the Plan, this Agreement will convert to an “evergreen” agreement and will remain in effect until terminated in accordance with Section 21. 4. GENERAL a. Plan Sponsor adopts Nationwide’s established policies and procedures with respect to the administration of 457(b) plans on its administrative system. Nationwide and Plan Sponsor shall mutually agree to any procedures which require customization, e.g., loan procedures. b. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring deferrals to other Section 457, 403(b), 401(a), and/or 414(h) plans, or any defined benefit plans referenced by the Code. c. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring inter- plan coordination between the Plan administered by Nationwide and any other Section 457 plan which Plan Sponsor may have. d. This Agreement does not require, nor will this Agreement be construed as requiring, Nationwide to exercise any discretionary control or authority over the Plan or the assets of the Plan. e. This Agreement does not require, nor shall this Agreement be construed as requiring, Nationwide to provide investment, legal, or tax advice to Plan Sponsor or to Plan participants. 5. PLAN SPONSOR RESPONSIBILITIES a. Plan Sponsor is responsible for timely providing all information that Plan Sponsor and Nationwide mutually agree is necessary for Nationwide to perform the Administrative Services under this Agreement. b. Plan Sponsor is responsible for timely providing updated information regarding Plan participants. c. Plan Sponsor is responsible for ensuring that the provided information is accurate and complete. Nationwide is entitled to rely exclusively on the information provided by the Plan Sponsor or the Plan Sponsor’s advisors, whether oral or in writing, and will have no responsibility to independently verify the accuracy of that information. d. Plan Sponsor acknowledges that inaccurate or late information could result in tax penalties, participant/beneficiary legal claims, or both. Nationwide assumes no responsibility for, and will not have any liability for, any consequences that result from Nationwide’s inability to complete its work in the ordinary course of its business due to the failure of the Plan Sponsor to provide accurate and timely information to Nationwide. e. Plan Sponsor agrees to be responsible for all maximum deferral limit testing for this Plan. 16.F.10.b Packet Pg. 2768 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 3 of 15 6. SERVICES RELATED TO PARTICIPANT ENROLLMENT a. Plan Sponsor is responsible for determining employees eligible to participate in the Plan. b. Nationwide agrees to process the enrollment of employees eligible to participate in the Plan. c. Nationwide agrees to conduct enrollment meetings with Plan Sponsor’s employees in such number and manner as determined by the parties. d. The Plan Sponsor agrees to allow and facilitate the periodic distribution of materials to Participants at the time and in the manner determined by the Plan Sponsor; provided, however, that all reasonable expenses associated with such distribution will be paid by Nationwide. 7. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS AND ACCOUNT ACCESS a. Nationwide agrees to establish an account for each enrolled participant, beneficiary, and alternate payee of the Plan (for purposes of this Agreement only, hereinafter referred to as “Participants”). b. For each Participant account, at a minimum, Nationwide will maintain the following information, if provided: i. Name; ii. Social Security number; iii. Mailing address; iv. Date of birth; v. Current investment allocation direction; vi. Contributions allocated and invested; vii. Investment transfers; viii. Benefit payments; ix. Current account balance; x. Transaction history since funding under the Agreement; xi. Contributions since funding under the Agreement; xii. E-mail address; xiii. Beneficiary designation, if applicable; xiv. Benefit tax withholding information; and 16.F.10.b Packet Pg. 2769 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 4 of 15 xv. Such other information as agreed upon by the Plan Sponsor and Nationwide. c. Participants will have the unlimited ability to increase (within the limitations of Code Section 457(b)) or decrease contributions to the Plan. Nationwide will process all requests to increase or decrease contribution amounts within five Business Days (defined later) of receipt of the request, but the request cannot be effective until the earliest date permissible under the Code or, if later, the date the contribution change can be processed by the Plan Sponsor given Plan Sponsor’s payroll processing schedule. d. Participants will have the ability to exchange existing account balances, in full or in part, and to redirect future contributions from one available investment option to another on any Business Day subject to Nationwide policies and any applicable restrictions or penalties applied by the investment options. e. Nationwide will provide reports to the Plan Sponsor within thirty days following the end of each calendar quarter reporting period summarizing the following: i. All participant activity that transpired during the reporting period; ii. Total contributions allocated to each investment or insurance option under the Plan; and iii. Total withdrawals by participant. This report shall include the amount, type and date of withdrawal. f. Nationwide will maintain, for a reasonable amount of time, the records necessary to produce any required reports. Plan Sponsor agrees that all related paper and electronic records remains the property of Nationwide. 8. SERVICES RELATED TO PLAN CONTRIBUTIONS a. Plan Sponsor agrees to send all Plan contribution information and related funds to Nationwide on a timely basis that complies with all applicable legal requirements. b. Plan Sponsor will provide all contribution allocation information with respect to participant accounts to Nationwide in a mutually agreed upon format. Contribution allocation instructions include direction via electronic sources. c. Nationwide will allocate contribution amounts transmitted by Plan Sponsor to participant accounts in accordance with the latest instructions from participants or the Plan Sponsor (as applicable) on file with Nationwide, when such instructions are in good order. d. Nationwide agrees to post funds received in good order (as defined below) from Plan Sponsor in accordance with the separate funding arrangements between Plan Sponsor and Nationwide or any of its affiliates. e. Plan Sponsor may send funds by wire transfer, through an automated clearinghouse, or by check in accordance with written instructions provided by Nationwide. Failure to follow the written instructions provided by Nationwide may result in delay of posting to participant accounts. 16.F.10.b Packet Pg. 2770 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 5 of 15 f. The term “in good order” means the receipt of required information by Nationwide, in a form deemed reasonably acceptable to Nationwide, with respect to the processing of a request or the completion of a task by Nationwide that reasonably requires information from a third party. More specifically, Plan contributions and contribution allocation information must meet all of the following requirements in order to be deemed to be in good order: i. All records must include the correct and complete participant name, Social Security number (or other unique identifier), and the amount to be credited to the participant’s account(s); ii. The source of funds must be identified (e.g., 457(b) salary reduction, employer contribution); iii. The Plan name and Plan number must be clearly identified; iv. Both the participant allocation detail and the total contribution amount must be received, and these two totals must match each other; and v. All participants making or receiving a contribution must have an account established on the recordkeeping system. g. If Nationwide determines that the contribution or allocation detail is not in good order (“NIGO”), Nationwide will notify the Plan Sponsor. After such notification, the parties will continue to try to resolve the NIGO status. If the parties do not achieve resolution, Nationwide will return the funds to the Plan Sponsor within thirty Business Days. Nationwide will not be liable for any delay in posting if the Plan Sponsor fails to send the funds representing contribution amounts or contribution allocation information in accordance with Nationwide’s instructions to the central processing site designated by Nationwide, or for any delay in posting that results from the receipt of funds and/or contribution allocation that Nationwide determines to be NIGO. h. The term “Business Day” means each Monday through Friday during the hours the New York Stock Exchange is open for business. No transactions can be completed on any Business Day after such time as the New York Stock Exchange closes. 9. SERVICES WITH RESPECT TO DISTRIBUTIONS a. Nationwide shall make all distributions in accordance with the plan document. b. Except as provided in subsection d, below, Nationwide shall make all distributions as directed by a participant or the Plan Sponsor. Participants are responsible for selecting a form of payment from those available under the terms of the Plan and making all other elections regarding available distribution options. c. All distributions will be made pro-rata from each of the participant’s investment options and money sources unless directed otherwise by the participant. d. Nationwide will provide notice and a distribution form to each participant attaining age 70½ (or such other age as determined by current law) or older in the current calendar year. The notice will inform the participant that required minimum distributions (“RMD”) must begin no later 16.F.10.b Packet Pg. 2771 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 6 of 15 than the April 1 of the calendar year following the later of attainment of age 70½ (or such other age as determined by current law) or retirement (subject to the terms of the Plan). Nationwide will automatically distribute the RMD to the Participant if no direction is received by the Participant. 10. TAX REPORTING a. For each participant that has received a benefit payment, Nationwide shall furnish tax reporting forms. The forms will be provided in the manner and time prescribed by federal and state law. b. To the extent required by federal and state law, Nationwide will calculate and withhold from each benefit payment federal and state income taxes. Nationwide will report such withholding to the federal and state governments as required by applicable law. c. Plan Sponsor will be responsible for all tax reporting requirements for periods before the Effective Date of this Agreement, or after the termination date of this Agreement, unless otherwise agreed to in writing by the parties to this Agreement. 11. UNCLAIMED PROPERTY Nationwide shall administer participant and beneficiary unclaimed property funds, including but not limited to uncashed distribution checks and death claims, in accordance with Nationwide’s standard unclaimed property procedures. 12. SERVICES RELATED TO PARTICIPANT COMMUNICATION AND EDUCATION a. Communication and Education i. Participant Statements 1. Participants will receive consolidated quarterly statements detailing their account activity and account balances for the Plan. 2. Nationwide agrees to deliver account statements (by U.S. mail or electronically) to participants within thirty calendar days after the end of each calendar quarter. This timeframe is contingent upon Nationwide receiving fund returns from the mutual fund providers within four Business Days after the end of each quarter. b. Website i. Participants may access the website via a secured internet site at www.nrsforu.com to review and make changes to their accounts. The website complies with applicable data protection and privacy laws. The website is the exclusive property of Nationwide. ii. Using this site, participants may: (i) obtain information regarding their accounts, and (ii) conduct certain routine transactions with respect to their accounts. The Plan Sponsor authorizes Nationwide to honor instructions regarding such transactions that a Participant submits using the secure Internet site. Nationwide shall implement reasonable physical 16.F.10.b Packet Pg. 2772 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 7 of 15 and technical safeguards to protect personal information made available on its Internet site. Such safeguards shall be no less rigorous than generally accepted industry practices. iii. The website is available twenty-four hours a day, except for routine maintenance of the system. iv. The participant website experience will include access to an education library offering investment education. Content is delivered via multiple formats which can include short videos, print materials, and workshop modules. c. INTERACTIVE VOICE RESPONSE SYSTEM i. Nationwide will provide an interactive voice response (IVR) toll free telephone number, which shall be operative twenty-four hours per day, seven days per week, except for routine maintenance of the system. ii. Participants will be able to conduct routine plan transactions and obtain account balance information through the IVR. iii. The Plan Sponsor authorizes Nationwide to honor participant instructions, which may be submitted using the toll-free number, either through the IVR or a live representative. d. CUSTOMER SERVICE Nationwide’s customer service representatives will be available toll-free to answer participant questions and process applicable transactions between the hours of 8:00 a.m. and 11:00 p.m. Eastern Time each Monday through Friday, and between the hours of 9:00 a.m. and 6:00 p.m. Eastern Time each Saturday, except for certain holidays as dictated by the New York Stock Exchange holiday trading schedule. e. PARTICIPANT ENGAGEMENT PROGRAM i. Nationwide will provide a personalized communication program (Participant Engagement Program or “PEP”) designed to engage participants in retirement planning and motivate them to take action to improve their financial future. The program may include delivery methods such as email, digital targeting, social targeting, and Direct Mail. ii. Use of Third-Party Marketing Firm: Plan Sponsor understands that Nationwide may use a third-party marketing firm to provide the PEP, that the use of a third-party marketing firm may be essential to provide the PEP due to its personalized features, and that such a program cannot be offered without such use. Nationwide shares participant data with the marketing firm to allow it to target the appropriate retirement plan messages to each participant based on the participant’s individual characteristics, demographics, and behaviors while considering the participant’s preferences for accessing information, electronically or otherwise, for more impactful delivery. iii. Sharing of Participant Data: To facilitate the personalized communication program, Plan Sponsor approves the sharing of data with a third-party marketing firm. Participant data will only be shared with the third-party marketing firm for Plan-related purposes. Only third- 16.F.10.b Packet Pg. 2773 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 8 of 15 party marketing firms that comply with all applicable state and federal privacy laws, including the relevant provisions of the Gramm-Leach-Bliley Act, will be utilized. All participant data will be secured and protected at all times to avoid unauthorized access, and the third-party marketing firm must agree to abide by all current applicable legal and industry-standard data security and privacy requirements. 13. SERVICES RELATED TO INVESTMENT OPTIONS a. Plan Sponsor acknowledges that it has exercised its fiduciary duties in selecting the Plan’s funding vehicle(s) and the applicable investment line-up under such funding vehicle(s). b. Plan Sponsor agrees to accept the terms and conditions of the annuity contracts, mutual funds, any other investment products, and investment advice agreements after being provided with a copy of same. c. With respect to funding vehicles that engage an independent investment advisor to establish and maintain the investment line-up, Plan Sponsor agrees that failure to follow the independent investment advisor’s recommendation in accordance with the terms of its agreement with the independent investment advisor will cause Plan Sponsor to become the investment fiduciary for the Plan. d. Nationwide agrees to accept contributions to the Plan for investment in the investment options selected by the Plan Sponsor, a product’s independent investment advisor, or other responsible plan fiduciary in its sole discretion and agreed to by Nationwide. 14. COMPENSATION a. As compensation for the Administrative Services provided by Nationwide pursuant to this Agreement, Plan Sponsor and Nationwide agree that Nationwide shall be entitled to an annualized compensation requirement of 0.09% (9 basis points) of the Plan’s account value held by Nationwide (“Compensation Requirement”) per year to be calculated and collected as an explicit asset fee according to Nationwide’s standard business practices. In calculating the 9 basis points, the total Plan assets will include Plan balances held in the Self-Directed Brokerage Account (“SDBA”) and as outstanding participant loan balances. The explicit asset management charge of 9 basis points will be taken against participant loans by applying an additional finance charge to the loan interest rate b. The Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in connection with the sale and servicing of investments allocated to participant Plan accounts (“Investment Option Payments”). In addition to the foregoing, the parties acknowledge and agree that Nationwide may receive revenue associated with annuity contracts, revenue from mutual fund providers, as well as fees associated with specific services or products. The Investment Option Payments include mutual fund service fee payments, which are described in detail at www.nrsforu.com, and other payments received from investment option providers. Nationwide agrees to credit all Investment Option Payments to participant accounts on a quarterly basis. The Investment Option Payments shall be credited to participant accounts on a 16.F.10.b Packet Pg. 2774 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 9 of 15 pro-rata basis based on each participant’s total assets held in all Plan investment options that generate the Investment Option Payments. c. Nationwide will provide the Plan Sponsor a quarterly report showing total participant account balances and the corresponding fee calculation within thirty (30) business days after the end of each quarter. d. To the extent offered under the Plan, in addition to the above described fees, Nationwide will also receive fees with respect to a participant’s use of participant loan administration, the Self- Directed Brokerage Account (“SDBA”), and Nationwide’s managed account service (“ProAccount”) as follows: i. Loans- If requested by the Plan Sponsor and permitted under the terms of the Plan, Nationwide will assist the Plan Sponsor in processing participant loan requests pursuant to participant loan administrative procedures approved by the Plan Sponsor and Nationwide. All participant loan fees are governed by Nationwide’s Plan Loan Procedures document, a copy of which has been provided to the Plan Sponsor. ii. Self-Directed Brokerage Account (SDBA) – The Plan offers an SDBA investment option for qualifying participants in the Plan. Initial and annual administrative fees may be charged as outlined in the separate fee agreement for the SDBA that will be provided to each participant by the SDBA provider. iii. Managed account services (Nationwide ProAccount) - Managed account services are offered by Nationwide Investment Advisors (“NIA”), an affiliate of Nationwide, and the Plan Sponsor must execute a separate agreement with NIA if the Plan Sponsor wants to add ProAccount to the Plan. Only participants who choose to utilize Nationwide’s ProAccount managed account service are assessed fees. Such fees are authorized in a separate ProAccount agreement between the participant and NIA and are assessed pursuant to the terms and conditions of such agreement. Fees related to participant loans, the SDBA and Nationwide ProAccount are in addition to the fees in Sections 14.a. and b. e. Employer may request Nationwide and/or its affiliates to provide additional services not described in this Agreement by making such a request in writing, which Nationwide may decide to perform for compensation to be negotiated by the parties prior to the commencement of the additional services. 15. FRAUD a. Nationwide will investigate suspected fraud in accordance with its standard procedures. b. Nationwide will report any fraud that is confirmed after performing its investigation to Plan Sponsor. c. Nationwide will work with Plan Sponsor to determine the appropriate action to mitigate or rectify any discovered fraud. 16.F.10.b Packet Pg. 2775 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 10 of 15 d. If Nationwide suspects fraud with respect to an ACH transfer, Plan Sponsor agrees that Nationwide may issue a physical check to the participant instead. 16. ASSIGNABILITY AND PROVISION OF SERVICES a. Excepted as otherwise specifically provided for in this Agreement, Plan Sponsor acknowledges that the Administrative Services under this agreement will be performed by Nationwide or one of its affiliates. b. Except as provided for in Subsection “a”, above, no party to the Agreement will assign the performance of services without the express written consent of the other party, which consent shall not be unreasonably withheld. Unless agreed to by the parties, such assignment shall not relieve any party to this Agreement of any duties or responsibilities herein. This provision does not restrict Nationwide’s right to delegate certain services to an agents, affiliates, and vendors. 17. CONFIDENTIALITY a. Nationwide agrees to maintain all information obtained from or related to all Plan participants as confidential. b. Plan Sponsor authorizes Nationwide to disclose Plan and employee information to its agents, affiliates, vendors, brokers, registered representatives, and professional advisors (such as attorneys, accountants and actuaries) to enable or assist them in the performance of their duties hereunder and other plan-related activities. c. Plan Sponsor agrees to allow the periodic distribution to its employees of materials prepared by Nationwide regarding products and services offered by Nationwide, or its affiliates, which Nationwide reasonably believes would be beneficial to such Plan participants. d. Except as provided for in Sections 12(e) and 17(b), Plan Sponsor agrees that Plan and participant information may also be used or disclosed by Nationwide to other third parties pursuant to a written authorization signed by Plan Sponsor. e. Notwithstanding anything to the contrary contained herein, it is expressly understood that Nationwide retains the right to use any and all information in its possession in connection with its defense and/or prosecution of any litigation that may arise in connection with the Agreement, the investment arrangement funding the Plan, or the Plan; provided, however, in no event will Nationwide release any information to any person or entity except as permitted by applicable law. 18. INDEMNIFICATION a. Nationwide agrees to indemnify, defend and hold harmless Plan Sponsor, its officers, directors, agents, and employees from and against any loss, damage or liability assessed against Plan Sponsor or incurred by Plan Sponsor arising out of or in connection with any claim, action, or suit brought or asserted against Plan Sponsor alleging or involving Nationwide’s non- performance of the provisions of the Agreement under Nationwide’s exclusive control, or negligence or willful misconduct in the performance of its services, duties and obligations under the Agreement. In addition, Nationwide represents, warrants and covenants that the 16.F.10.b Packet Pg. 2776 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 11 of 15 indemnification in this paragraph is enforceable under applicable law and that Nationwide will not assert a position contrary to such representation in any judicial or administrative proceeding. b. To the extent not prohibited by state law, Plan Sponsor agrees to indemnify, defend and hold harmless Nationwide, its officers, directors, agents, and employees from and against any loss, damage or liability assessed against Nationwide or incurred by Nationwide arising out of or in connection with any claim, action, or suit brought or asserted against Nationwide alleging or involving Plan Sponsor’s non-performance of the provisions of the Agreement under Plan Sponsor’s exclusive control, or negligence or willful misconduct in the performance of its duties and obligations under this Agreement. In addition, Plan Sponsor represents, warrants and covenants that the indemnification in this paragraph is enforceable under applicable law and that Plan Sponsor will not assert a position contrary to such representation in any judicial or administrative proceeding. 19. PARTIES BOUND This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of Nationwide and Plan Sponsor. This Agreement shall be enforceable only by the parties, not by Plan participants or other third parties, and is intended to create no third-party beneficiaries. 20. MODIFICATION a. The parties intend this writing to be both the final expression of the Agreement between the parties and a complete statement of the terms of the Agreement. Notwithstanding anything contained herein to the contrary, the parties may amend the Agreement from time to time and as mutually agreed upon. Except as otherwise provided herein, no modification of the Agreement will be effective unless and until such modification is evidenced by a writing signed by both parties. b. Notwithstanding the above, if Nationwide determines that an amendment to the Agreement is necessary that affects more than one plan sponsor and this change is communicated in writing to all affected plan sponsors, Nationwide reserves the right to implement the amendment on a prospective basis for any plan whose plan sponsor fails to respond to the request for written approval of the amendment in a timely fashion. Plan Sponsor hereby approves all such amendments unless a proper and timely response is made to Nationwide regarding any Agreement modification communicated to Plan Sponsor. 21. TERMINATION a. Either the Plan Sponsor or Nationwide may terminate the Agreement for any reason upon providing 120 days written notice to the other party. b. In the event either party fails to perform any or all of its obligations as defined in the Agreement, the non-defaulting party shall give the defaulting party written notice, specifying the particulars of the default. If such default is not cured within sixty days from the date in which notice of default is given, the non-defaulting party may terminate the Agreement upon 60 days written notice to the defaulting party. 16.F.10.b Packet Pg. 2777 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 12 of 15 c. Provision of such written notice of termination by Plan Sponsor to Nationwide does not relieve the Plan Sponsor of any termination requirements that may be associated with specific investment options. d. Plan Sponsor further acknowledges and agrees that the Plan is responsible for any investment product liquidation fees, if applicable, and that neither Nationwide nor any of its affiliates assumes liability for any such fees. e. Upon the effective date of termination of this Agreement the following shall occur: i. Nationwide will no longer accept contributions to the Plan except by agreement of the parties. ii. Nationwide will: 1. Provide Plan Sponsor, or such other entity as the Plan Sponsor may designate in writing, with a copy of all participant records in an electronic format and within a time frame as mutually agreed upon between Nationwide and Plan Sponsor. 2. Transfer any periodic distribution amounts and schedules, continuing loan repayments, or other ongoing participant transactional activity to the Plan Sponsor, or such other entity as the Plan Sponsor may designate in writing, in accordance with the time frame agreed to by the parties for the delivery of participant records. 3. Transfer all Plan assets under its control to the Plan Sponsor or to such other entity as the Plan Sponsor may designate in writing in accordance with the funding arrangement terms. Nationwide agrees to provide a final accounting of all Plan assets for which Nationwide provides recordkeeping. f. If the Plan is not funded within 180 days of the date this Agreement is signed by the parties or the Effective Date of the Agreement, if later, Nationwide reserves the right to terminate the Agreement by providing written notice of the termination to Plan Sponsor. 22. CIRCUMSTANCES EXCUSING PERFORMANCE a. Neither party to the Agreement will be in default by reason of failure to perform in accordance with its terms if such failure arises out of causes beyond their reasonable control and without fault or negligence on their part. Such causes may include, but are not limited to, Acts of God or public enemy, acts of the government in its sovereign or contractual capacity, severe malware or cyber-attack, fires, floods, epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather. b. Neither party will be responsible for performing all of that portion of services precluded by the foregoing events for such period of time as Plan Sponsor or Nationwide are precluded from performing such services in the normal course of business. Neither Nationwide nor Plan Sponsor will be liable for lost profits, losses, damage or injury, including without limitation, special or consequential damages, resulting in whole or in part from the foregoing events. 16.F.10.b Packet Pg. 2778 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 13 of 15 c. “Acts of God” are defined as acts, events, happenings or occurrences due exclusively to natural causes and inevitable accident or disaster, exclusive from all human intervention. 23. NO WAIVER The failure of either party to enforce any provision of the Agreement will not be construed as a waiver of that provision or of any other provision in the Agreement. Either party may, at any time, enforce a provision previously unenforced, unless a modification to the Agreement has been executed that makes such provision unenforceable. 24. SEVERABILITY Any provision of the Agreement which is prohibited or unenforceable in any jurisdiction where performance is required will be ineffective to the extent such provision is prohibited or unenforceable without invalidating the remaining provisions. Any prohibited or unenforceable provision in any one jurisdiction will not prohibit or render unenforceable such provision in any other jurisdiction. 25. AUTHORIZED PERSONS Plan Sponsor will furnish a list to Nationwide (and from time to time whenever there are changes therein) of the individuals authorized to transmit instruction to Nationwide concerning the Plan and/or assets in the Plan, and written direction regarding the form of such instructions. 26. COMPLIANCE WITH LAWS Both Plan Sponsor and Nationwide agree to comply, in their respective roles under this Agreement, in all material respects with all applicable federal laws and regulations as they affect the Plan and the administration thereof. Nothing contained herein will be construed to prohibit either party from performing any act or not performing any act as either may be required by statute, court decision, or other authority having jurisdiction thereof. 27. SURVIVAL OF REPRESENTATIONS, WARRANTIES, INDEMNITY, AND CONFIDENTIALITY a. Notwithstanding anything to the contrary, any representations and warranties contained herein will survive termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. Further, the party making any representation or warranty shall notify the other party in writing within five business days of any representation or warranty that is no longer valid. b. Notwithstanding anything to the contrary, any indemnity provisions contained herein will survive the termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. c. Notwithstanding anything to the contrary, any confidentiality provisions contained herein will survive the termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. 28. PRIVITY OF CONTRACT 16.F.10.b Packet Pg. 2779 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 14 of 15 Plan Sponsor acknowledges and agrees that Nationwide and participants of the Plan have no privity of contract with each other. 29. APPLICABLE LAW AND VENUE This agreement will be construed in accordance with the laws operating within the State of Ohio. 30. ATTORNEY’S FEES Each party agrees that in the event of a claim, arbitration, or lawsuit filed by a party to this Agreement, each party will be responsible for its own attorneys’ fees and/or any costs or expenses related to the bringing or defense of any such claim, arbitration, or lawsuit. 31. HEADINGS The headings of articles, paragraphs, and sections are included for convenience only and will not be considered by either party in construing the meaning of the Agreement. 32. NOTICES All notices and demands to be given by one party to another must be given by certified or United States mail, addressed to the party to be notified or upon whom a demand is being made, at the addresses set forth in this Agreement or such other place as either party may, from time to time, designate in writing to the other party. Notice will be deemed received on the earlier of: (1) three days from the date of mailing, or (2) the day the notice is actually received by the party to whom the notice was sent. If to Nationwide: Nationwide Retirement Solutions, Inc. 10 W. Nationwide Blvd., 05-04-101A Columbus, Ohio 43215 If to Plan Sponsor: ____________________________________ ____________________________________ ____________________________________ ____________________________________ 16.F.10.b Packet Pg. 2780 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve Page 15 of 15 By executing this agreement, Plan Sponsor represents and warrants that it is an “eligible employer,” as that term is defined in Code Section 457(e)(1)(A), which means “a State, political subdivision of a State, and any agency or instrumentality of a State or political subdivision of a State.” IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the ______ day of _________________, 20____. Nationwide Retirement Solutions, Inc. By: Name: __________________________________ Title: ___________________________________ Date: ___________________________________ Collier County Board of County Commissioners Plan Sponsor By: Name: __________________________________ Title: ___________________________________ Date: ___________________________________ 16.F.10.b Packet Pg. 2781 Attachment: Collier County, FL BOCC 457(b) Plan Administrative Services Agreement 7.2.2020 (12851 : Recommendation to approve 16.F.10.cPacket Pg. 2782Attachment: Collier County BCC 303201 Amendment (12851 : Recommendation to approve renegotiated IRS Plan 457 deferred compensation 16.F.10.cPacket Pg. 2783Attachment: Collier County BCC 303201 Amendment (12851 : Recommendation to approve renegotiated IRS Plan 457 deferred compensation 16.F.10.cPacket Pg. 2784Attachment: Collier County BCC 303201 Amendment (12851 : Recommendation to approve renegotiated IRS Plan 457 deferred compensation 16.F.10.cPacket Pg. 2785Attachment: Collier County BCC 303201 Amendment (12851 : Recommendation to approve renegotiated IRS Plan 457 deferred compensation 16.F.10.cPacket Pg. 2786Attachment: Collier County BCC 303201 Amendment (12851 : Recommendation to approve renegotiated IRS Plan 457 deferred compensation