Additional 401(a) Plan setup documents from Nationwide — City Council and Authorities Concurrent, July 15, 2025

DC-2038 (02/2021) For help, please call 1-877-677-3678 nrsforu.com

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Nationwide Retirement Solutions
Employer Data Sheet
Plan Type
Employer Information (required)
Payroll Center Information
Provide information on page 2 if more than one payroll center exists and separate payroll conﬁrmations are desired.

Asterisk (*) Indicates that the ﬁeld is required.

Payroll Center Contact:

Name*: Title:

Phone: Fax: Email*:

Is this person also a Loan Contact? F Yes F No If No, provide Loan Contact information (if applicable).

Loan Contact (if different from Payroll Center Contact):

Name*: Title:

Phone: Fax: Email*:

Payroll Center Address*:

Street Address*:

City*: S t a t e *: ZIP *:

Frequency of Payroll Deductions*: F Weekly F Bi-Weekly F Semi-Monthly F Monthly F Other:

Contribution Type*: F Percentage F Dollar Amount Number of Payroll Centers *: (up to 4) Will Payroll Center furnish detail on web-based app? F Yes F No Contributions must be remitted to Nationwide as frequently as deductions are made. OBRA Payroll Data must be segregated from the payroll data for your voluntary 457 deferred compensation plans.

Unforeseeable Emergency/Hardship Requests (if permitted) Who will review and make determinations for Unforeseeable Emergency requests? F Nationwide F The Employer If the Employer will make these determinations, please indicate the names and titles of the individuals authorized to review.

Name: Title:

Please Select One: F NACo F USCM F IAFF-FC Program F Other Please Select One: F 457(b) F 401(a) F 401(k) F 403(b) F OBRA Select Only if Applicable to Plan: F Morningstar Investment Fiduciary Program Employer Name:

Nationwide Plan Number:

Plan Name:

Physical Address:

Street Address:

City: State: ZIP:

Mailing Address (for priority/overnight):
F Same as Physical Address (if not, complete below)
Street Address:

City: State: ZIP:

Employer Contact:

Name: Title:

Phone: Email:

Number of Eligible Employees: Employer Tax ID Number (from W-2):
✔
✔
City of Santa Clara
City of Santa Clara 401(a) Plan
1500 Warburton Ave.

Santa Clara CA 95050
✔
Aracely Azevedo Director of Human Resources
408-615-2161 [email protected]
1000 94-6000426
Noviani Sari Senior Management Analyst
408-615-2357 408-985-0667 [email protected]
✔
N/A
1500 Warburton Ave
Santa Clara CA 95050
✔
✔ 1
✔

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DC-2038 (02/2021) For help, please call 1-877-677-3678 nrsforu.com Additional Payroll Center Information
Provide additional payroll center information when separate payroll conﬁrmations are desired for each payroll center.

Asterisk (*) indicates that the ﬁeld is required.

Payroll Center #2:

Payroll Center Contact:

Name*: Title:

Phone: Fax: Email*:

Is this person also a Loan Contact?
F Yes F No If No, provide Loan Contact information (if applicable).

Loan Contact (if different from Payroll Center Contact):

Name*: Title:

Phone: Fax: Email*:

Payroll Center Address*:

Street Address*:

City*: S t a t e *: ZIP *:

Frequency of Payroll Deductions*: F Weekly F Bi-Weekly F Semi-Monthly F Monthly F Other:

Contribution Type*: F Percentage F Dollar Amount
Will Payroll Center furnish detail on web-based app? F Yes F No Payroll Center #3:

Payroll Center Contact:

Name*: Title:

Phone: Fax: Email*:

Is this person also a Loan Contact?
F Yes F No If No, provide Loan Contact information (if applicable).

Loan Contact (if different from Payroll Center Contact):

Name*: Title:

Phone: Fax: Email*:

Payroll Center Address*:

Street Address*:

City*: S t a t e *: ZIP *:

Frequency of Payroll Deductions*: F Weekly F Bi-Weekly F Semi-Monthly F Monthly F Other:

Contribution Type*: F Percentage F Dollar Amount
Will Payroll Center furnish detail on web-based app? F Yes F No Payroll Center #4:

Payroll Center Contact:

Name*: Title:

Phone: Fax: Email*:

Is this person also a Loan Contact?
F Yes F No If No, provide Loan Contact information (if applicable).

Loan Contact (if different from Payroll Center Contact):

Name*: Title:

Phone: Fax: Email*:

Payroll Center Address*:

Street Address*:

City*: S t a t e *: ZIP *:

Frequency of Payroll Deductions*: F Weekly F Bi-Weekly F Semi-Monthly F Monthly F Other:

Contribution Type*: F Percentage F Dollar Amount
Will Payroll Center furnish detail on web-based app? F Yes F No

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DC-2038 (02/2021) For help, please call 1-877-677-3678 nrsforu.com Departmental Information (if applicable)
Use this page to establish Departments.

Asterisk (*) indicates that the ﬁeld is required.

Double Asterisk (**) indicates that the ﬁeld is required for Departmental Recordkeeping Plans.

Will Plan use Departmental Recordkeeping? F Yes F No

1. Department Name *: Department ID *:

Department Contact:

Name*: Title:

Phone: Fax: Email:

Department Physical Address*:

Street Address*:

City*: S t a t e *: ZIP *:

Department Mailing Address: F Same as Physical Address (if not, complete below) Street Address:

City: State: ZIP:

Associated Pay Center (If not indicated, default Pay Center will be used)*:

Allow Department for all Plans?** F Yes F No Default Department (limit one per Plan)? ** F Yes F No Payroll Frequency (if Pay Center has multiple; select one)**:

F Weekly F Bi-Weekly F Semi-Monthly F Monthly F Other:

2. Department Name *: Department ID *:

Department Contact:

Name*: Title:

Phone: Fax: Email:

Department Physical Address*:

Street Address*:

City*: S t a t e *: ZIP *:

Department Mailing Address: F Same as Physical Address (if not, complete below) Street Address:

City: State: ZIP:

Associated Pay Center (If not indicated, default Pay Center will be used)*:

Allow Department for all Plans?** F Yes F No Default Department (limit one per Plan)? ** F Yes F No Payroll Frequency (if Pay Center has multiple; select one)**:

F Weekly F Bi-Weekly F Semi-Monthly F Monthly F Other:

3. Department Name *: Department ID *:

Department Contact:

Name*: Title:

Phone: Fax: Email:

Department Physical Address*:

Street Address*:

City*: S t a t e *: ZIP *:

Department Mailing Address: F Same as Physical Address (if not, complete below) Street Address:

City: State: ZIP:

Associated Pay Center (If not indicated, default Pay Center will be used)*:

Allow Department for all Plans?** F Yes F No Default Department (limit one per Plan)? ** F Yes F No Payroll Frequency (if Pay Center has multiple; select one)**:

F Weekly F Bi-Weekly F Semi-Monthly F Monthly F Other:

ACTION BY THE GOVERNING BOARD

ADOPTION OF QUALIFIED RETIREMENT PLAN
The undersigned, on behalf of the Governing Board, hereby certifies that at a meeting of the Governing Board of City of Santa Clara (“Employer”), the following resolutions were approved:

WHEREAS, after review and evaluation by the Governing Board, the Employer has decided to adopt the City of Santa Clara 401(a) Plan (“Plan”), a qualified retirement plan, for the benefit of its eligible employees; and WHEREAS, the Employer wishes to appoint Nationwide Trust Company, FSB as Trustee(s) of the Plan.

NOW, THEREFORE, BE IT RESOLVED that the Employer hereby adopts the Plan, to be effective on 1-1-2025; RESOLVED FURTHER that the undersigned members of the Governing Board authorize the execution of the Plan document and authorize the performance of any other actions necessary to implement the adoption of the Plan. The members of the Governing Board may designate any members of the Governing Board (or other authorized person) to execute the Plan document and perform the necessary actions to adopt the Plan. The Employer will maintain a copy of the Plan, as approved by the members of the Governing Board, in its files; RESOLVED FURTHER that the Employer will act as administrator of the Plan and will be responsible for performing all actions necessary to carry out the administration of the Plan. The Employer may designate any other person or persons to perform the actions necessary to administer the Plan; and RESOLVED FURTHER that Plan participants shall be provided with a summary of the Plan provisions within a reasonable period of time following the adoption of the Plan.

The undersigned hereby certifies that he/she is an Authorized Representative of the Employer and that the foregoing is a true record of a resolution duly adopted at a meeting of the Governing Board, and that said meeting was held in accordance with state law and the Bylaws of the above-named Employer.

IN WITNESS WHEREOF, I have executed my name below as an Authorized Representative of the Employer.

Authorized Representative / Date

ACCEPTANCE OF SPECIAL TRUSTEE

I, the undersigned, accept the appointment as Special Trustee of the_________________________________________(Plan), and agree to all of the obligations, responsibilities and duties imposed upon the Spec ial Trustee under the Plan and Trust. The sole responsibility of the Special Trustee is to collect contributions owed to the Plan. No other Trustee has the responsibility to collect contributions owed to the Plan.

SPECIAL TRUSTEE DATE SIGNED NRF-0907AO (06/21)
TITLE: Special Trustee for the collection of contributions City of Santa Clara 401(a) Plan
Jovan Grogan
NRF-0447AO.3 (07/2022) For help, please call 1-877-496-1630 nrsforu.com

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This form is used to elect a default fund for automatic enrollment purposes or when participant investment direction is not provided. Please see your fund lineup for a list of choices.

Plan Information
Form Action (select one)
QDIA/DIA Election - continued on the next page
Select one option below:
F Option 1 - Target Date Fund Group Option:

Fund Group, Target Retirement Age, and Rounding Method are all required ﬁelds if this option is selected.

Target Date Fund Group Name:

See Options 4 or 5 on Page 2 of this form to select a Collective Investment Trust Fund as QDIA/DIA.

Rounding Method and Target Retirement Age (select one):
F Round up to the more conservative fund
F Round down to the more aggressive fund
F Round Nearest – Round to the closest fund
Specify the Target Retirement Age below (The Target Retirement Age speciﬁed should be between ages 55 and 70.

The Target Retirement Age speciﬁed below is only used for the purpose of determining the appropriate Target Date fund. If the Target Retirement Age is speciﬁed in the Plan Document, please use this age below):

Target Retirement Age: (must be a whole number) F Option 2 - Balanced/Other Fund Option:

A balanced or other similar fund may be selected for either a QDIA or DIA.

Fund Name:
F Option 3 - ProAccount Option (if offered by your plan):

If this option is selected, the holding fund named immediately below will be utilized as a temporary investment for contributions while the Managed Account is being established with the Money Manager.

Holding Fund Investment Name:

Effective Date:

NOTE: If no date is selected, this feature will be activated as soon as administratively possible following the receipt of this properly completed form.
F Option 4 - Collective Investment Trust Funds Only - Target Date Series of Funds (not available for 403(b) plans or IRAs):

NOTE: Before selecting a Collective Investment Trust Fund group, contact Nationwide at 1-877-496-1630 to determine if your Plan allows Collective Investment Trusts.

Select CIT Group Only
CIT Group Name:

Nationwide Retirement Solutions
Qualiﬁed Default Investment Alternative/
Default Investment Alternative Election Form
F Add a Qualiﬁed Default Investment Alternative (QDIA) Option - ERISA F Add a Default Investment Alternative (DIA) Option - Non-ERISA F Change the QDIA/DIA Option
F Remove the QDIA/DIA Option* - If selected, no elections need to be made. Please just sign and return the form. *I understand that by removing the QDIA, I, as Plan Sponsor, will no longer be afforded the ﬁduciary relief provided by DOL Reg. §2550.404c-5.

Plan Name: Plan ID: City of Santa Clara 401(a) Plan ✔
✔
Target Maturity Group
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65

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NRF-0447AO.3 (07/2022) For help, please call 1-877-496-1630 nrsforu.com Available Vintages Write in Name of Fund
In Retirement Fund
2025 Fund
2030 Fund
2035 Fund
2040 Fund
2045 Fund
2050 Fund
2055 Fund
2060 Fund
2065 Fund
Default Investment Alternative (DIA) - continued
F Option 5 - Collective Investment Trust Hybrid Option (not available for 403(b) plans or IRAs):

Need to account for all vintages plus Retirement Fund. Vintages cannot overlap (Example: Can’t have two 2025 Vintages or two Retirement Funds)
QDIA/DIA Option Disclosures
As Sponsor, I authorize Nationwide Trust Company, FSB or Nationwide Life Insurance Company (Nationwide) to allocate the plan participant’s contributions to the QDIA/DIA Option selected above.

Deposits received by Nationwide on behalf of participants must have a valid and accurate social security number for each participant. Nationwide will process any deposit with an inaccurate social security number following their process when the deposit is received. Nationwide will automatically allocate all deposits submitted for a participant who does not have an established investment allocation to the QDIA/DIA Option in the applicable participant’s account within three business days.

The QDIA/DIA Option must be a designated variable fund for the Plan. If the fund I select as the QDIA/DIA Option is not currently a designated fund, this form is my request and authorization to add the fund as a designated fund to my Plan.

Due to possible market value adjustments and other restrictions, the ﬁxed contracts are ineligible as a DIA Option.

If I select the Nationwide ProAccount Managed Account Services (ProAccount) Option as the QDIA/DIA Option and ProAccount is not currently available to my Plan, Nationwide will not establish ProAccount as the QDIA/DIA Option until I submit additional required paperwork.

If I select a Collective Investment Fund (CIF) as the QDIA/DIA Option and CIFs are not currently available to my Plan, Nationwide will not establish the CIF as the QDIA/DIA Option until I submit additional required paperwork.

As Plan Sponsor, it is my responsibility to monitor performance and other aspects of the QDIA/DIA Option on an ongoing basis and select a replacement fund to serve as the QDIA/DIA Option as I deem appropriate. In the event of a fund merger or liquidation by the fund house offering the fund I have selected, I authorize Nationwide to change the QDIA/DIA Option to the merged/replacement fund designated by the participants of the fund and/or the fund house.

I have reviewed, and I understand, the investment option payment information in the Participation Agreement.

I have reviewed the disclosures for the fund selected as the QDIA/DIA Option and understand its terms and conditions, including any redemption fee and/or other restrictions that may apply.

It is the responsibility of the plan ﬁduciary or its delegate to prudently select and monitor any QDIA or DIA Option on a regular basis. Therefore, it is the responsibility of the plan ﬁduciary or its delegate to know the requirements of the QDIA regulations and choose the DIA Option most appropriate for the participants of the Plan. For additional information, please visit: https:/ /www.dol.gov/agencies/ebsa/employers-and-advisers/guidance/ﬁeld-assistance-bulletins/2008-03. Nationwide is not responsible or liable for the selection of such QDIA/DIA Option and has merely provided facts requested by the Plan ﬁduciary or its delegate. The information provided herein is not investment advice and should not be considered an endorsement of, or opinion on, the appropriateness of any fund or portfolio.

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NRF-0447AO.3 (07/2022) For help, please call 1-877-496-1630 nrsforu.com Form Return
Authorization
By signing below, I authorize the selection above and acknowledge that I have read and understand all of the included disclosures.

Name (please print): Title:

Signature: Date:

Mail: Nationwide Retirement Solutions
ATTN: Public Sector Client Services
10 West Nationwide Blvd.

Columbus, OH 43215
Email: [email protected]
Fax: 1-877-677-4329
Jovan Grogan City Manager
NRF-0949AO (11/2021) For help, please call 1-877-496-1630 nrsforu.com Nationwide Retirement Solutions
Plan Account Investment Option
Plan Information
Internal Revenue Code (IRC) Selection
Investment Option Election (select one)
Fund Name Ticker
F Nationwide Government Money Market Fund - Investor MIFXX F Nationwide Government Money Market Fund - R6 GMIXX
F Vanguard Federal Money Market Fund - Investor VMFXX
F Vanguard Treasury Money Market Fund VUSXX
F Other*:
*Please work with your Relationship Consultant to select an appropriate investment option.

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I hereby authorize the above Investment Option to be used for amounts held in my Plan Level Accounts. I understand that the chosen Fund will not be available to the Plan’s Participants as an investment option. I further understand that if no selection is made at the time the Plan is established, the Plan Accounts will automatically be invested in the Nationwide Government Money Market Fund - Investor Shares.

Full Name (please print): Title:

Signature: Date:

Authorization
Form Return
This form is used to select the Investment Option for your Plan Level Accounts. These accounts can include one or more of the following: Forfeiture Account, Revenue Account and Suspense/Retainer Account.

Please note that if your Plan is utilizing IRON Investment Fiduciary Service, this form should not be used, and you will need to work with your Relationship Consultant to select the investment option for your Plan.

Plan Name: Plan Number:

Employer Address:

City: State: ZIP:

Phone: Email:

F 401(a) F 457(b) F 401(k) F 403(b)
By mail: Nationwide Retirement Solutions
Attn: Public Sector Client Services
10 West Nationwide Blvd.

Columbus, OH 43215
By fax: 1-877-677-4329
By email: [email protected] material is not a recommendation to buy, sell, hold, or rollover any asset, adopt an investment strategy, retain a speciﬁc investment manager or use a particular account type. It does not take into account the speciﬁc investment objectives, tax and ﬁnancial condition or particular needs of any speciﬁc person. Investors should work with their ﬁnancial professional to discuss their speciﬁc situation.

City of Santa Clara 401(a) Plan
1500 Warburton Ave.

Santa Clara CA 95050
408-615-2210 [email protected]
✔
✔
Jovan Grogan City Manager

APPLICATION FOR

GROUP FLEXIBLE PURCHASE PAYMENT DEFERRED FIXED ANNUITY

CONTRACT
Underwritten by
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43215
1-877-677-3678
Select 1 Product:

Nationwide True FlexSM (12 month Put)
Nationwide Flex FitSM (Staggered Put)
Nationwide Fixed Elite (5 year Put)
Nationwide Fixed Fund (5 year Put – 457(b) and 401(a) only)

APPLICANT
____________________________________________________________________________ (the “ Applicant”), applies to be the Contract Owner of a Group Flexible Purchase Payment Deferred Fixed Annuity Contract (the “Contract”) underwritten by Nationwide Life Insurance Company (“Nationwide”).

The Group Flexible Purchase Payment Deferred Fixed Annuity Contract applied for will become e ffective on the “Effective Date of Contract” if the initial Purchase Payment and this application are accepted by Nationwide. In the event the initial Purchase Payment or this application are not accepted, Nationwide’s liability will be limited to a return of the initial Purchase Payment, and any subsequent Purchase Payments remitted.

The applicant’s plan qualifies under:

Section 457(b) Section 401(k) Section 401(a)

PURCHASE PAYMENT
Applicant agrees to permit Participants in its Plan to allocate Purchase Payments to the Contract as of the "Effective Date of Contract".

TRANSFER AND EXCHANGE LIMITATION ELECTION
Elect One:

Contract Level Aggregate Exchange Limitation This option only applies to the Nationwide Guaranteed FundR. (the limitation on Outgoing Exchanges from the Fixed Account is determined based on total assets held in the Contract’s Fixed Account’s value under the Contract as of the last Business Day preceding the current calendar year).

Participant Level Exchange Limitation (the limitation on Outgoing Exchanges from the Contract is applied to each Participant Account under the Contract. The Contract Owner, or its designated Record Keeper is responsible for applying this limitation).

No Restriction

STATE INSURANCE FRAUD WARNINGS
Notice to AL Residents Only: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to restitution fin es or confinement in prison, or any combination thereof.

Notice to AR, LA, and RI Residents Only: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fine s and confinement in prison.

NRA-0105AO.2 1 (Standard) [08/2020 ]
✔
City of Santa Clara
✔
✔
STATE INSURANCE FRAUD WARNINGS (continued)
Notice to CO and MA Residents Only: Any person who, knowingly and with intent to injure, defraud or deceive any insurance company or other person, files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and may subject such person to criminal and civil penalties, fines imprisonment, or a denial of insurance benefits.

Notice to KS Residents Only: WARNING: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance may be guilty of insurance fraud as determined by a court of law and may be subject to fines and confinement in prison.

Notice to KY Residents Only: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime.

ME Residents Only: Any person who, knowingly and with intent to injure, defraud or deceive any insurance company or other person, files an application for insurance or statement of claim containi ng any materially false information or conceals for the purpos e of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and may subject such person to criminal and civil penalties, fines imprisonment, or a denial of insurance Benefits. All statements contained in such application for insurance shall be deemed representations and not warranties.

NOTICE TO NM RESIDENTS ONLY: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM

FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILITY OF A CRIME AND MAY BE SUBJECT TO CIVIL FINES AND CRIMINAL PENALTIES.

Notice to OK Residents Only: WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer make any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.

NOTICE TO PA RESIDENTS ONLY: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpos e of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to a criminal and civil penalties.

FOR TN AND WA RESIDENTS ONLY: It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines, and denial of insurance benefits.

FOR NJ RESIDENTS ONLY: Any person who includes false information on an application for an insurance policy is subject to criminal and civil penalties.

Notice to MD Residents Only: Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may b e subject to fines and confinement in prison.

NOTICE TO MN RESIDENTS ONLY: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a criminal offense and may be subject to fines and confinement in prison pursuant to state law.

NOTICE TO PR RESIDENTS ONLY: Any person who furnishes information verbally or in writing, or offers any testimony on improper or illegal actions which, due to their nature constitute fraudulent acts in the insurance business, knowing that the facts are false shall incur, a felony and, upon conviction, shall be punished by a fine of not less than five thousand dollars ($5,000), nor more than ten thousand dollars ($10,000) for each violation or by imprisonment for a fixed term of three (3) years, or both penalties. Shoul d aggravating circumstances be present, the fixed penalty thus established may be increased to maximum of five (5) years if exten uating circumstances are present, it may be reduced to a minimum of two (2) years.

NOTICE TO VA RESIDENTS ONLY: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS

FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT MAY HAVE VIOLATED THE STATE LAW.

FOR DC RESIDENTS ONLY: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny ins urance benefits if false information materially related to a claim was provided by the applicant.

Notice to OH Resid ents Only: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

NRA-0105AO.2 2 (Standard) [08/2020 ]

ADDITIONAL STATE NOTICES
Notice to AK Residents Only: The Contract and the attached application form, including any elected options and/or endorsements, is the entire agreement between Nationwide and the Contract Owner. Statements in the Contract and application are representations and not warranties
Notice to ND, SC and SD Residents Only: A Market Value Adjustment may be assessed on withdrawals or full surrenders which may decrease the amount of the withdrawal or full surrender requested would be in addition to any applicable scheduled surrender pe nalty charge.

SIGNATURES
Signed on behalf of this day of
, 20 .

Yes No Do you have any existing life insurance or annuity contracts? Yes No Will the applied for Contract replace any existing life insurance or annuity contracts? (Authorized Signature of Applicant) Date
(Title)
Yes No To your knowledge, does the applicant have any existing life insurance or annuity contracts? (Authorized Nationwide Agent/Representative – Please Print) (Authorized Nationwide Agent/Representative Signature) Date (Title)
NRA-0105AO.2 3 (Standard) [08/2020 ]
City of Santa Clara
Director of Human Resources
Tyler Wall
Retirement Specialist
✔
✔
NRF-0904AO.4 (04/2024) For help, please call 877-496-1630 Option #3 Plan Sponsor Access
Web Update Form
Plan Sponsor Information
PRIMARY AUTHORIZED Contact
Plan Sponsor Name:

Employer Tax ID Number:

Plan Sponsor Number (Nationwide Assigned):

Do you have multiple payroll departments that submit payroll & census separately? F Yes F No
Address Line 1:

Address Line 2:

City: State: Zip:

Is this an update to your existing address?
F Yes F No
Primary Website User
Plan Sponsor Web Features
This section is required to establish one person within the Plan Sponsor’s office as the primary website user on the NRS website. The primary user will assign and administer all other website roles for the Plan’s account, including any contacts noted below that are required for your Plan’s online data submission.

F New Primary User Access F Replace Existing Primary User Primary Website User Contact Information:
F Same as Primary Authorized Contact
Name: Title:

Preferred Phone: Email:

The primary website user will have access to all Plan Sponsor website functions and permissions.

The Plan can only have one Primary Authorized Company Representative of which is the recipient of Plan Statements and other Plan-related administrative messages. Updating the Primary Authorized Company Representative will supersede any previous Primary Authorized Company Representative.

Name: Title:

Preferred Phone: Fax: Email:

FastPay: A fully digital payroll and census submission system. Secure participant information, save time, improve accuracy, and eliminate manual entry when submitting your plan’s payroll and census data.

Task Center: Payroll Change Notices and Employment Status Tasks will be generated as an action item in Task Center for a digital and streamlined processing experience. Email notiﬁcations will be generated daily at 12 p.m. Eastern for any outstanding tasks.

Reporting: Create and view plan and participant level reports.

City of Santa Clara
94-6000426
1500 Warburton Ave.

Santa Clara CA 95050
Aracely Azevedo Director of Human Resources
408-615-2161 408-985-0667 [email protected]
✔
Grant Sakakihara HR Division Manager
408-615-2140 [email protected]
NRF-0904AO.4 (04/2024) For help, please call 877-496-1630 Option #3 Established Secondary Users

1. Name: Title:

Preferred Phone: Email:

Please specify pay center number or name (if applicable):

Please select the role(s) for this user, given the accesses marked in the chart above:

F Manager F Payroll F Reporting

2. Name: Title:

Preferred Phone: Email:

Please specify pay center number or name (if applicable):

Please select the role(s) for this user, given the accesses marked in the chart above:

F Manager F Payroll F Reporting
F I have additional payroll contacts. If you want to add more than two contacts, you may attach a page with the additional contact information. Any time a new contact is added the above ﬁelds are required.

Required Authorization
Form Return Instructions
By signing below, you are authorizing the activation of online features which includes FastPay and Task Center. Users designated will be responsible for monitoring and processing ongoing administrative tasks.

Primary Authorized Company Representative:

Name (print): Title:

Signature: Date:

Email: [email protected]
Fax: 877-677-4329
Secondary Website Users
Online/Web Access: Primary Manager Payroll Reporting
Process Payroll & Receive/Complete
Payroll Change Notices 9 Optional* 9 —
Enroll participants electronically
9 Optional* 9 —
Verify Termination of Employment for
Participant Withdrawal Requests 9 9 9 —
Create and view reports
9 9 — 9
Create and delete secondary users
9 ———
View Participant Account Information
(account/loan balances, beneﬁciaries, etc.) 9 9 Optional* — Edit Participant Account Information
(employment status, census data) 9 Optional* Optional* — *All optional web accesses will be defaulted to “yes” for Manager roles and “no” for Payroll roles. This access may be changed by the Plan’s Primary Web User through the User Account Management dashboard.

ERISA and Non-ERISA Agreement NRN-2897AO.1 (09/2022)

Page 1 of 6 ends

Nationwide Investment Advisors, LLC
ProAccount - Plan Sponsor Agreement
Plan Sponsor enters into this Agreement with Nationwide Investment Advisors, LLC (“NIA”), an Ohio limited liability company, registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940 (“Advisers Act”).

Plan Sponsor established and sponsors the employee beneﬁt plan(s) which authorize(s) participants in the Plan (“Plan Participants”) to self-direct their account within the Plan (“Accounts”); and Plan Sponsor desires to engage NIA as an authorized provider of investment advisory services to those Plan Participants who choose to have professional guidance in managing their Accounts (collectively, the “Participant Accounts”); and The Plan authorizes Plan Participants to enter into an investment advisory agreement directly with NIA for the management of their Accounts; and
Plan Sponsor acknowledges that these advisory services are permitted under the documents establishing the Plan (“Plan Documents”) and that the investments and investment strategies proposed by NIA through the investment advisory services are consistent with the Investment Policy of the Plan; and Plan Sponsor acknowledges that NIA is an affiliate of Nationwide Retirement Solutions, Inc., Nationwide Life Insurance Company, Nationwide Trust Company, and RIA Services, Inc. (collectively “Nationwide Affiliates”) and that these Nationwide Affiliates will provide to NIA certain administrative services in support of ProAccount (as deﬁned in Section II below).

In consideration of the foregoing and the promises, covenants and mutual agreements set forth in this Agreement, NIA and the Plan Sponsor agree as follows:

I. APPOINTMENT OF INVESTMENT ADVISOR
The Plan Sponsor is authorized to appoint and now engages NIA to provide discretionary investment advisory services to Plan Participants who elect to have their Accounts managed by NIA. NIA hereby accepts this appointment, subject to the terms and conditions of this Agreement. NIA’s authority under this Agreement remains in effect until changed or terminated pursuant to the termination provision (Section VIII) of this Agreement. Unless otherwise speciﬁed, for Plans that are record kept by Nationwide or Nationwide Affiliate on a single Nationwide recordkeeping system, NIA’s appointment and authority under this Agreement shall apply to all employee beneﬁt plans sponsored by the Plan Sponsor. If the Plan Sponsor desires to exclude a plan from coverage under this Agreement, now or at a later date, the Plan Sponsor must notify NIA of such individual plan’s exclusion or termination of services under this Agreement in accordance with Section VIII of this Agreement. For Plans that are record kept by a third-party service provider or vendor, NIA’s appointment and authority under this agreement shall apply only to the individual Plan as listed above.

II. PROACCOUNT PROGRAM DESCRIPTION
The ProAccount program is a discretionary managed account service offered by NIA (“ProAccount”) for deﬁned contribution plans participants and certain other employee beneﬁt plan participants who desire professional guidance in managing their self-directed retirement plan account. ProAccount offers individualized investment advice using an investment process developed and maintained by an independent ﬁnancial expert (“IFE”) hired and overseen by NIA.

Under ProAccount, the IFE develops and maintains managed account portfolios (“Portfolios”) based on all eligible investment options available under the Plan’s menu of investments, and for certain product platforms, the IFE has access to all investment options available on the product platforms (“ProAccount Investments”). In its evaluation of ProAccount Investments for inclusion in the Portfolios, the IFE takes into account the maximum range of asset fees associated with the Nationwide Retirement Program, but does not consider the speciﬁc asset fees charged by the Nationwide Retirement Program to the Plan. Certain Portfolios could include allocations to investments offering a guaranteed lifetime income beneﬁt. The guaranteed income beneﬁt provided by these investments could be forfeited based on action taken by You or based on the IFE’s changes to its Portfolios.

Plan: (the “Plan” or “Plans”):

Plan Sponsor (The “Plan Sponsor” “You” “Your”):

City of Santa Clara 401(a) Plan
City of Santa Clara

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ERISA and Non-ERISA Agreement NRN-2897AO.1 (09/2022)
In addition, the Plan may offer investment options other than ProAccount Investments, including, but not limited to, individual stocks, employer stock, guaranteed certiﬁcate funds, certain collective investment funds and participant allocations to certain group ﬁxed annuity contracts (collectively, “Non-ProAccount Investments”), which will not be considered by the IFE in the development of the Portfolios. Plan Sponsor hereby acknowledges that any employer-directed assets, Non-ProAccount Investments, or assets held in self-directed brokerage accounts are not eligible for ProAccount and will remain invested in their current manner until further action is taken by the Plan Participant or the Plan outside of ProAccount to move such assets into other investments that are eligible for ProAccount management. You further acknowledge that when a Participant enrolls in ProAccount, all of their existing investments that qualify as ProAccount Investments are liquidated when they enroll in ProAccount with the proceeds being allocated to their Participant Account. Such liquidation could result in a forfeiture of any current or future beneﬁts offered by the investment options, including, but not limited to, guaranteed income beneﬁt that a Participant may have been entitled to prior to the liquidation.

NIA will exercise authority by managing the Participant Accounts in accordance with the investment process as communicated by the IFE. In accordance with instructions from the IFE, NIA will rebalance Participant Accounts at least quarterly and more frequently if determined by the IFE that such rebalance is appropriate. In accordance with current policies and procedures, Plan Participants electing ProAccount will complete documentation, including the ProAccount Questionnaire (the “Questionnaire”), as part of the enrollment process. The Questionnaire is a tool developed by the IFE to help identify Plan Participant’s risk tolerance, investment horizon, and retirement objectives. In addition to the Questionnaire, additional information provided by Plan Participants through recordkeeping systems, interactive online planning tools, such as the My Interactive Retirement Planner tool, and other ﬁnancial risk tolerance questionnaire(s) may be used by NIA and provided to the IFE to further reﬁne their investor proﬁle. Such information will only be used if it is determined to be sufficiently reasonable and complete.

If You have elected ProAccount as the Qualiﬁed Default Investment Alternative (“QDIA”) or default investment alternative for Your plan, participant contributions and any existing balances eligible for ProAccount will be placed in a moderate risk portfolio based on the participant’s age. When used as a QDIA or default investment alternative, ProAccount may have limited participant information. However, participants can choose to affirmatively select ProAccount and provide additional information to allow for a more individualized risk-tolerance analysis. For Plans subject to ERISA, consistent with the Department of Labor’s guidance on the requirements of Qualiﬁed Default Investment Alternatives under the pension Protection Act of 2006, investments that charge a redemption fee to participants will also be treated as Non-ProAccount Investments.

The IFE may use investment options for which NIA or an affiliate acts as an investment adviser (“Affiliated Investments”). With respect to the IFE’s investment of Plan Participant Accounts in Affiliated Investments, Nationwide Affiliates neither endorse nor encourage the IFE’s use of Affiliated Investments. The Plan Sponsor acknowledges that Plan Participant Accounts may be invested in Affiliated Investments.

The IFE is not a party to this Agreement, and there is no contractual relationship between the Plan and the IFE. Services provided by the IFE are provided to NIA and all fees and expenses charged by the IFE for its services are paid by NIA. The advice provided to Plan Participants under ProAccount is limited to the independent advice provided based on the Portfolios created by the IFE, which NIA cannot modify. By signing this Agreement, You agree that NIA has discretion to terminate its relationship with the IFE at any time, without notice to You, and engage the services of a suitable replacement.

III. OBLIGATIONS AND REPRESENTATIONS OF THE PLAN SPONSOR The Plan Sponsor agrees to notify NIA of any change to the Plan Documents that affects NIA’s rights or duties to the Plan or Plan Participants. If such a change occurs, NIA must agree to the modiﬁcations that impact NIA’s rights or duties in writing.

The Plan Sponsor represents that the Plan is operated, and NIA’s appointment is, in compliance with all applicable federal and state laws, rules and regulations.

IV. OBLIGATIONS AND REPRESENTATIONS OF NIA
If the Plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by law, NIA acknowledges that NIA is an “investment manager,” as deﬁned by Section 3(38) of ERISA and the Internal Revenue Code of 1986, as amended, (the “Code”) and also acknowledges that it is a ﬁduciary within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provision of services described in this Agreement). NIA agrees that in performing its duties and obligations under this Agreement, NIA will act in conformity with this Agreement, the agreement between NIA and the Plan Participants, the requirements of the Advisers Act, and all other applicable law.

NIA represents that it is registered as an investment adviser with the SEC under the Advisers Act and each of its representatives are properly registered, licensed and/or qualiﬁed to act as such under all applicable federal and state securities statutes and regulations.

NIA does not have any duty, responsibility or liability for Plan assets that are not part of the Participant Accounts that NIA manages through ProAccount. As part of this Agreement, NIA will not provide investment advice regarding, or have ﬁduciary responsibility for, the selection and monitoring of investment options available in the Plan.

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ERISA and Non-ERISA Agreement NRN-2897AO.1 (09/2022)
NIA shall have no obligation or authority to take any action or render any advice with respect to the voting of proxies solicited by or with respect to issuers of securities held in ProAccount.

V. PROACCOUNT FEES
For purposes of services rendered to Plan Participants, the Plan Sponsor hereby approves, subject to speciﬁc approval by each Plan Participant electing ProAccount, a participant level advice program fee (“ProAccount Fee”) as outlined in the attached ProAccount Schedule of Fees. The ProAccount Fee is separate from the fees and expenses charged by investment options offered through the Plan and in addition to any trustee, custodial, asset, service, administrative or transactional fees that the Plan Participants or the Plan may incur through the Nationwide Affiliate retirement programs.

The ProAccount Fee shall be calculated daily based on the market value of the Plan Participant’s ProAccount Investments and withdrawn quarterly in accordance with each Plan Participant’s investment advisory agreement with NIA. The Plan Sponsor hereby consents to the withdrawal of the ProAccount Fee from the applicable Plan Participant Accounts and agrees that it will use its best efforts to facilitate payment of such ProAccount Fee. If this Agreement terminates before the end of an applicable calendar quarter, then a pro-rata share of the ProAccount Fee will be withdrawn from the Plan Participant Accounts for the portion of the calendar quarter that elapsed prior to the termination.

To the extent permitted by applicable law or regulation, Nationwide Affiliates may receive payments from, or in connection with, ProAccount Investments selected by the IFE for inclusion in the Portfolios. The IFE’s fees for services provided in connection with ProAccount are not based on or affected by the presence or number of the ProAccount Investments the IFE selects for the Portfolios or otherwise inﬂuenced by the payments NIA or its affiliates may receive from such investment options.

Certain ProAccount Investments may impose a trade restriction on certain transactions. It is possible that transactions initiated by NIA for ProAccount may result in the imposition of trade restrictions on one or more investment options held in Plan Participant Accounts. For further information on trade restrictions, including whether they will be applicable to any of the investment options within the Plan Participant Accounts, more information can be found in individual fund prospectus or other investment option disclosure material.

In addition to the above, if the Plan is not subject to ERISA, certain ProAccount Investments may charge a redemption fee and a transaction initiated by NIA may result in the imposition of such redemption fee. Redemption fees vary in amount and application from investment option to investment option. Any redemption fee will be deducted from the Plan Participant’s ProAccount Account balance. More information on redemption fees can be found in the individual fund prospectus or other investment option disclosure material.

VI. INDEMNIFICATION, LIMITATION OF LIABILITY, AND RISK ACKNOWLEDGMENT Each party agrees to hold harmless, defend and indemnify the other party (including its directors, officers, employees, affiliates and agents) from and against any and all claims, liabilities, losses, costs, damages or expenses (including, without limitation, cost of litigation and reasonable attorneys’ fees) (collectively, “Losses”) arising out of or attributable to the indemnifying party’s (i) willful misconduct, bad faith, criminal activity, or gross negligence, (ii) material breach of this Agreement or the material inaccuracy of any representation or warranty provided hereunder, or (iii) violation of any law to which such party is subject.

Plan Sponsor, on behalf of the Plan, agrees to hold harmless, defend and indemnify NIA (including its directors, officers, employees, affiliates and agents) from and against any and all Losses arising out of or attributable to NIA’s following directions or carrying out instructions, or using obsolete, inaccurate or incomplete information, given or furnished by the Plan or its agents.

A party that seeks indemniﬁcation under this Section VI must promptly give the indemnifying party written notice of any legal action. A delay in notice does not relieve an indemnifying party of any liability to an indemniﬁed party, except to the extent the indemnifying party shows that the delay prejudiced the defense of the action. The indemnifying party may participate in the defense at any time or it may assume the defense by giving notice to the other party. After assuming the defense, the indemnifying party: must select an attorney that is satisfactory to the other party; is not liable to the other party for any later attorney’s fees or for any other later expenses that the other party incurs, except for reasonable investigation costs; must not compromise or settle the action without the other party’s consent (but the other party must not unreasonably withhold its consent); and is not liable for any compromise or settlement made without its consent.

If the indemnifying party fails to participate in or assume the defense within 15 days after receiving notice of the action, the indemnifying party is bound by any determination made in the action or by any compromise or settlement made by the other party.

The parties represent and warrant that the indemniﬁcation in this Section VI is enforceable under applicable law and that neither party will assert a position contrary to such representation in any judicial or administrative proceeding. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that Plan Sponsor may have under federal or state securities law.

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ERISA and Non-ERISA Agreement NRN-2897AO.1 (09/2022)
Risk Acknowledgment
NIA uses reasonable care, consistent with industry practice, in providing advisory services through ProAccount. All investments in securities involve risk and investing through ProAccount does not guarantee a proﬁt or eliminate market or investment risk.

Investment return and principal amounts will ﬂuctuate with market conditions, and Participant Accounts may lose money. Past performance of investments is no guarantee of future results. The analysis and advice provided by the IFE and delivered by NIA depends upon a number of factors, including the information You or the Plan Participants may provide, various assumptions and estimates, and other considerations. As a result, the advice developed, and the recommendations provided are not guarantees that Plan Participants will achieve their retirement goals or anticipated performance. The investment advice to Plan Participants contemplated by this Agreement relates only to the Participant Accounts within the Plan(s) subject to this Agreement that are subject to an investment management agreement between NIA and a Plan Participant and will not apply to any other assets a Plan Participant may own.

VII. CONFIDENTIALITY
Each party agrees that it will not, without the prior written consent of the other party, at any time during the term of this Agreement or any time thereafter, except as may be required by applicable law or as necessary to facilitate the implementation of services hereunder, use or disclose to any person, ﬁrm or other legal entity, including any affiliate or other representative of the party, any conﬁdential records, secrets or information related to the other party (collectively, “Conﬁdential Information”).

Conﬁdential Information shall include, without limitation, information about the other party’s products and services, customer lists, customer or client information, Plan and Plan Participant information, and all other proprietary information used by a party in its business. The parties acknowledge and agree that all Conﬁdential Information that it has acquired, or may acquire, was received or will be received in conﬁdence. Each party will exercise the utmost diligence to protect and guard such Conﬁdential Information.

The Plan Sponsor or such other authorized individual (1) acknowledges that it is authorized to provide Conﬁdential Information, including but not limited to Plan Participant information, to NIA and/or its affiliates for the operation of ProAccount, and the provision of such information does not violate any Plan or company provisions or policies; and (2) authorizes the sharing of Plan Participant information among NIA and its affiliates as necessary for the operation of ProAccount.

VIII. TERM OF AGREEMENT
This Agreement is effective the date it is signed below. ProAccount will be made available to the plan when all required documents are fully completed, signed, and received by NIA and further accepted by NIA as evidenced by internal records maintained by NIA or its designated agent. This Agreement will continue until terminated by either party upon at least 30 days’ advance written notice to the other. The Agreement will terminate immediately if the Plan terminates its participation in a Nationwide Affiliate’s Retirement Program. In the event NIA terminates its relationship with the current IFE and has not designated a successor IFE, this Agreement will automatically terminate upon written notice from NIA. The Plan Sponsor understands that upon termination of this Agreement, the Participant Accounts will remain invested in ProAccount Investments last allocated by NIA until such time as Plan Participants make changes to their individual Accounts.

IX. MISCELLANEOUS
Notices
All notices required to be delivered under this Agreement will be delivered by U.S. ﬁrst class mail, overnight courier, electronic mail, or other method as agreed upon by the parties, in each case prepaid as applicable, to NIA at the address provided below and to the Plan Sponsor at the address provided on the signature page of this Agreement (or to such other addresses as the parties may specify to one another in writing):

Nationwide Investment Advisors, LLC
Attention: Nationwide ProAccount
10 W Nationwide Blvd. Mail Stop 05-05-201J
Columbus, OH 43218-2797
Phone: 888-540-2896
Email: [email protected]
Notices 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.

Disclosure Documents
As an SEC registered investment adviser, NIA provides its Privacy Policy, Form ADV Parts 2A and 2B (“Form ADV”), and Form CRS before or at the time You enter into this Agreement. The Form ADV is a disclosure document that summarizes the investment advisory services provided by an investment adviser registered with the SEC and/or the states. The Form ADV contains information regarding the services, fees, risks, and expenses associated with ProAccount.

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ERISA and Non-ERISA Agreement NRN-2897AO.1 (09/2022)
By signing this Agreement, you agree to receive the above-mentioned disclosure documents and other required regulatory notices in electronic format including a web address or email containing a link to such web address. NIA may use the e-mail address provided by you to deliver regulatory notices and other disclosure documents. It is your obligation to inform NIA of any changes to your e-mail address. Until informed otherwise, NIA will rely on and deliver regulatory notices and other disclosures to the e-mail address you last provided. The current versions of the Form ADV, the Form CRS. And Privacy Policy are available free of charge online at nationwide.com/proaccountadv. You have the right to request a paper copy, free of charge, of such disclosure documents at any time by calling Nationwide at 888-540-2896. You acknowledge having received and reviewed the above-mentioned disclosure documents upon entering into this Agreement.

Entire Agreement; Amendment
This Agreement and any attachments, for example, the ProAccount Schedule of Fees, constitutes the entire agreement between the parties and supersedes any prior agreements whether oral or written, among the parties relating to the subject matter of this Agreement. The Plan Sponsor represents that no markings, alterations or amendments have been made to the Agreement and acknowledges that any such modiﬁcations would not be binding on NIA. This Agreement may be amended by NIA upon 30 days’ prior written notice to the Plan Sponsor and may be amended immediately to the extent required by applicable law.

Headings
All Section headings in this Agreement are for convenience of reference only and do not form part of this Agreement. Section headings will not, in any way, affect the meaning or interpretation of this Agreement.

Waiver
No delay by either party in requiring performance by the other shall affect the right of such party to require performance; no waiver by either party of any breach will be construed as a waiver of any subsequent breach or as a waiver of the provision itself or any other provision.

Survival
The terms and provisions of “Indemniﬁcation, Limitation of Liability, and Risk Acknowledgment,” “Conﬁdentiality,” and “Miscellaneous” sections will survive the termination of this Agreement.

Assignment
Neither party may assign this Agreement (within the meaning of the Advisers Act), any of the rights, duties, or obligations of this Agreement without the other party’s prior consent. Any assignment in violation of this provision shall be void and of no force or effect.

Force Majeure
Neither party shall be liable for failure to perform if the failure results from a cause beyond its control, including, without limitation, ﬁre, electrical, mechanical, or equipment breakdowns, delays by third party providers and/or communications carriers, civil disturbances or disorders, terrorist acts, strikes, acts of government authority or new governmental restrictions, or acts of God.

Severability
Should any provision of this Agreement be held invalid or unenforceable by any court, arbitrator, statute, rule or otherwise, the remaining provisions of this Agreement will not be affected thereby and will continue in full force and effect to the fullest extent practicable.

Governing Law
This Agreement and its enforcement will be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conﬂicts of law provisions or principles. Nothing herein will be construed in any manner inconsistent with the Advisers Act or any rule or order of the SEC, as applicable.

IN WITNESS WHEREOF, the Plan Sponsor, on behalf of the Plan, has executed this Agreement to be effective upon the date signed below.

Plan:

Signature: Date:

Printed Name:

Title:

Plan Address:

Plan Contact/Phone Number:

City of Santa Clara 401(a) Plan
Jovan Grogan
City Manager
1500 Warburton Ave. Santa Clara CA 95050
408-615-2210
ERISA and Non-ERISA Agreement NRN-2897AO.1 (09/2022)

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Nationwide ProAccount®
Nationwide Investment Advisors, LLC
Fee Disclosure and Description Guide
If applicable by law, this disclosure is intended to fulﬁll the 408(b)(2) requirements of the Employee Retirement Income Security Act of 1974.

Item: Services
Location: Plan Sponsor Agreement- ProAccount Program Description Section Description: The ProAccount program is a discretionary managed account service offered by NIA (“ProAccount”) for retirement plan participants who desire professional guidance in managing their self-directed retirement plan account. ProAccount offers individualized investment advice using an investment process developed and maintained by an Independent Financial Expert (“IFE”).

Item: Status
Location: Plan Sponsor Agreement- Obligations and Representations of NIA Section Description: If the Plan is subject to the Employee Retirement Income Security Act of 1974 (‘ERISA”), as amended by law, NIA acknowledges that it is an “investment manager,” as deﬁned by Section 3(38) of ERISA and the Internal Revenue Code of 1986, as amended, (the “Code”) and also acknowledges that it is a ﬁduciary within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provision of services described in the Agreement).

Item: Direct Compensation
Location: Plan Sponsor Agreement- ProAccount Fees Section and ProAccount Schedule of Fees Description: NIA receives an annual ProAccount fee of up to 1.00% (“ProAccount Fee”). Refer to the attached ProAccount Schedule of Fees for exact fees charged to your plan.

Item: Indirect Compensation
Location: N/A
Description: NIA does not receive indirect compensation in connection with ProAccount.

Item: Compensation Paid Among Related Parties
Location: N/A
Description: Compensation among NIA and its related parties is not paid on a transaction basis or charged against, or reﬂected in, the net value of the plan’s investment.

Item: Compensation for Termination of Contract or Arrangement Location: Plan Sponsor Agreement – Termination Section, ProAccount Fees Section, and ProAccount Schedule of Fees Description: There is no termination fee. If the plan or Plan Participant terminates ProAccount before the end of an applicable calendar quarter, then a pro-rata share of the ProAccount Fee will be withdrawn from the Plan Participant Accounts for the portion of the calendar quarter that elapsed prior to the termination.

Item: Manner of Receipt of Compensation
Location: Plan Sponsor Agreement- ProAccount Fees Section Description: The ProAccount Fee is calculated daily based on the market value of the Plan Participant’s ProAccount Investments and withdrawn quarterly in accordance with each Plan Participant’s investment advisory agreement with NIA.

This material is not a recommendation to buy, sell, hold, or rollover any asset, adopt an investment strategy, retain a speciﬁc investment manager or use a particular account type. It does not take into account the speciﬁc investment objectives, tax and ﬁnancial condition or particular needs of any speciﬁc person. Investors should work with their ﬁnancial professional to discuss their speciﬁc situation.

Nationwide and the Nationwide N and Eagle are service marks of Nationwide Mutual Insurance Company. ©2020 Nationwide NRN-2898AO.1 (10/2022)
This Schedule of Fees supplements the Plan Sponsor Agreement between the Plan and Nationwide Investment Advisors, LLC. Terms used in this Schedule of Fees and not deﬁned herein will have the meanings assigned to them in the Agreement.

In consideration of services rendered to Plan Participants, the Plan Sponsor hereby approves, subject to speciﬁc approval by ea ch Plan Participant electing ProAccount, the application of a ProAccount fee as described below.

Account Balance Annual Program Fee
The ﬁrst $99,999.99 0.65%
The next $150,000 0.60%
The next $150,000 0.55%
The next $100,000 0.50%
Assets of $500,000 and above 0.45%
If the ProAccount Fee applies to multiple plans of the Plan Sponsor, the ProAccount Fee will reﬂect the aggregate account balan ces of all accounts if the criteria in (i) through (iii) below are met. When a participant has multiple accounts subject to the ProAccount Fee, the aggregate account balances will be used to achieve a lower percentage fee based on the participant’s total assets in ProAccount subject to the restrictions below:
i. the fee structure across the multiple plans must be exactly the same in terms of the percentage fee and breakpoint tiers as described in the chart above;
ii. the participant’s retirement plan accounts must be under the same participant identiﬁcation code in a Nationwide Affiliates’ Retirement Program record-keeping system; and
iii. the participant’s retirement plan accounts must be combined in a single account statement generated from the Nationwide Affiliate’s Retirement Program record-keeping system.

The ProAccount Fee is deducted on a pro rata basis from the Participant’s separate plan accounts. The ProAccount Fee is separate from the fees and expenses charged by investment options offered through the Plan and in addition to any trustee, custodial, asset, s ervice, administrative or transactional fees that the Plan Participants or the Plan may incur through a Nationwide Affiliate’s Retirement Program.

The ProAccount Fee is calculated daily based on the Participant’s daily balance and such fee is deducted quarterly in accordanc e with each Plan Participant’s investment advisory agreement with NIA. If this Agreement ends before the end of the applicable calenda r quarter, then a pro-rata share of the ProAccount Fee will be deducted from the Plan’s Account. The Plan Sponsor hereby consents to the deduction of the ProAccount Fee from the applicable Plan Participant Accounts and agrees that it will use its best efforts to fa cilitate payment of such ProAccount Fee.

NIA may be recommended to certain retirement plan sponsors through an arrangement with a solicitor. The solicitor is not authorized to make changes to the Agreement, Schedule of Fees, or provide investment advice on behalf of NIA. Solicitor fees are payable out of the ProAccount Fee. To the extent applicable, additional information about this arrangement is provided in a separate Solicitor Dis closure Statement, a copy of which is attached to your separately executed Schedule of Fees.

As permitted by applicable law, affiliates of NIA may receive payments from, or in connection with, investment options selected by the IFE which are included in the Portfolios. In addition, the IFE may select certain investment options for which an investment advisory affiliate of NIA acts as investment adviser. The IFE’s fees for services provided under ProAccount are not related to the investment options the IFE selects for the Portfolios or otherwise inﬂuenced by the payments affiliates of NIA may receive from such investment options.

Certain ProAccount Investments may charge a redemption fee or impose a trade restriction on certain transactions. Redemption fees vary in amount and application from investment option to investment option. It is possible that transactions initiated by NIA under ProAccount may result in the imposition of redemption fees or trade restrictions on one or more investment options held in Plan Participant Accounts.

Any redemption fees will be deducted from the Plan Participant’s ProAccount Account balance. For further information on redempt ion fees or trade restrictions, including whether they will be applicable to any of the investment options within your Plan, please consult the individual fund prospectus or other investment option disclosure material.

IN WITNESS WHEREOF, the Plan Sponsor, on behalf of the Plan, has executed this Schedule of Fees to be effective upon the date signed below.

Plan:

Signature: Date:

Nationwide ProAccount
Schedule of Fees

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City of Santa Clara 401(a) Plan

MORLEY STABLE VALUE RETIREMENT FUND

PARTICIPATION APPLICATION & AGREEMENT
DC-3325 White – Principal Global Investors Trust Company Pink – Plan Copy Canary - NRS

_______________________________________________________(the “PLAN” ), a governmental defined contribution retirement plan qualified pursuant to Section 401 or 457(b) of the Internal Revenue Code of 1986, as amended, hereby makes application to offer units of the Morley Stable Value Retirement Fund (the “S VR FUND”) as an investment option for PLAN participants and their beneficiaries. It is understood that any investment(s) in units of the SVR FUND will be made, and ownership and contro l of such investment(s) shall inure, on behalf of and for the exclusive benefit of participants in the PLAN and their beneficiaries.

Participation in the SVR FUND shall become effective on the date this application is fully execute d by an authorized person on behalf of the PLAN and accepted by an authorized representative of the SVR FUND. This agreement may be terminated by PLAN or SVR FUND upon 30 days advance notice to the other party, subject to the withdrawal restrictions noted above and in the GOVERNING DOCUMENTS.

Details regarding the information contained above may be found in the GOVERNING DOCUMENTS. The PLAN acknowledges, understands and agrees: (1) the GOVERNING DOCUMENTS were received and read before signing this application; (2) to be bound by the terms an d conditions of the SVR FUND as set forth herein and in the GOVERN ING DOCUMENTS, including the appointment of PGITC as investment manager for PLAN assets invested in the SVR FUND, SVR FUND’s investment in the Morley Stable Value Fund; (3) the assets of the PLAN to be invested in the SVR FUND are not, and will not at any time in the future, constitute: proceeds of municipal securities, incl uding monies derived from the sale of municipal securities, investment income derived from the investment or reinvestment of such monies, an d any monies held in funds under legal documents for municipal securities that are reasonably expected to be us ed as security or a source of payment for the payment of debt service on municipal securities, including rese rves, sinking funds, and pledged funds created for such purpose, and the investment income derived from the investment or reinvestment of monies in such funds; or municipal escrow investments, includi ng any funds of a municipal entity that are deposited in an escrow account to pay the principal, premium, or interest on municipal securitie s; (4) it has determined to add the SVR FUND as a suitable investment option; (5) the SVR FUND is adopted, thro ugh incorporation by reference, as a part of the PLAN and (6) has authorized the representative below to sign on behalf of the PLAN.

For the PLAN:

Signature: _____________________________________

Title: _____________________________________

For Nationwide® Retirement Solutions, Inc.:

By: _____________________________________
Authorized Signer

For Principal Global Investors Trust Company:

By: _____________________________________
Authorized Si
gner

Date

(Tax ID removed)

Plan Address

Date

INFORMATION ABOUT THE FUND

PLEASE READ CAREFULLY
x The SVR FUND is not a mutual fund. It is a collective investment trust under the trusteeship of Principal Global Investors Tru st Company (“PGITC”, f/k/a Union Bond & Trust Company), a trust bank organized and operating under the laws of the State of Oregon and subject to regulation and supervision thereunder. The SVR FUND is not registered with or guaranteed by any agency of the U nited States government, including federal bank regulatory agencies or the Securities and Exchange Commission (“SEC”). x Although the SVR FUND seeks to provide preservation of capital, re latively stable returns consiste nt with its comparatively low risk profile, and liquidity for benefit-responsive payments, stable value assets carry potential risks, and are not guaranteed inves tments. The SVR FUND intends to invest substantially all of its assets in another collective invest ment trust, the Morley Stable Value Fund . Please refer to the accompanying Morley Stable Value Retirement Fund Disclosure Document and the Morley Stable Value Fund Declaration of Trust (the “GOVERNING DOCUMENTS”) for more details on potential risks associated with this type of investment. x The SVR FUND is not offered as an investment option within any variable annuity product. x Generally, redemptions by individual PLAN participants are permitted, subject to certain restrictions described below. However , twelve months’ advance written notice is required for any PLAN sponsor- directed withdrawal(s) or liquidation(s). Please carefully revi ew the SVR FUND withdrawal restrictions described in detail in the GOVERNING DOCUMENTS. x Investments in the SVR FUND are subject to restrictions on particip ant-directed redemption(s) if proceeds are to be transferred directly to mutual funds or other investment options, including variable annuity subaccounts, which are considered to be “Competing Inve stment Options.” Competing Investment Options generally include other stable value funds, money market funds, insurance company fixed accounts, and other fixed-income investment options with weighted average durations of less than three years. PLAN participant s desiring to allocate proceeds from the SVR FUND to a Competing Investment Option must first transfer such proceeds to a non- competing investment option for a period of at least 90 days. A list of the specific investment options in the PLAN considered to be Competing Investment Options can be obtained upon request from your registered representative. x FUND fees of 0.50% will be accrued daily in computing the net asset value of the SVR FUND and reflected in the offering and redemption price per unit. Of the total fee, 0.15% is paid to PG ITC for trustee fees; 0.35% is pa id to Nationwide for recordkee ping and other PLAN services. Other SVR FUND expenses are described in the GOVERNING DOCUMENTS. x In addition, a fee equal to the amount assessed to the Select Spectrum Series in the corresponding variable annuity contract wi ll be charged by Nationwide® Retirement Solutions, Inc. (“NRS”) to reimburse NRS for costs associated with the performance of administrative services b
y NRS on behalf of the SVR FUND.

City of Santa Clara 401(a) Plan
1500 Warburton Ave.

Santa Clara CA 95050
City Manager
©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC.

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Plan Information (Please check one.)
Trustee Custodian
Name:

Attach evidence of Trustee/Custodian agreement with the Plan.

Independent Recordkeeper (IR) and Plan Information
IR ID Plan Name
Plan Address City State Zip Code
Contact Name Contact Phone
Plan Year-End Plan Tax ID Number
Date Plan Established (mm/dd/yyyy)
Type of Plan
Profit Sharing Money Purchase 401(k) 403(b)
457(b) 457(f) Other (specify) ____________________________________________________________________________________________________________________________________________ Link to Existing Schwab Master Accounts (provide FA or SL number):

FA Master (New)
Upload Master
Cash In/Cash Out
EAO Login ID/Internal Contract Number EAO Password
Your Consent to Enroll in Schwab’s Cash Features Program The Cash Features Program is a service that offers the Bank Sweep feature (named with respect to retirement plans the “Bank Swe ep for Benefit Plans” feature) (a “Cash Feature”) to permit uninvested cash (the “Free Credit Balance”) in the Plan and/or Participant brokerage acco unts under the Plan, as applicable, to earn income while you and/or your Participants, as applicable, decide how those funds should be invested longer term.

You understand that the terms and conditions of the Cash Features Program and of each Cash Feature are set forth in the Cash Fe atures Disclosure Statement.

You instruct and direct Schwab to include the Free Credit Balance under the Plan in the Cash Features Program, as described in the Cash Features Disclosure Statement.

The Bank Sweep feature (including the Bank Sweep for Benefit Plans feature) is designated as the Cash Feature for brokerage acco unts of account holders residing in the U.S. Through the Bank Sweep feature, Schwab automatically makes deposits to and withdrawals from deposi t accounts at one or more Sweep Banks that are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain prescribed FDIC limits.

You understand and agree that Schwab may (1) make changes to the terms and conditions of the Cash Features Program; (2) make ch anges to the terms and conditions of any Cash Feature; (3) change, add, or discontinue any Cash Feature; (4) change the Plan’s and/or any Participant’s investment from one Cash Feature to another if the Plan and/or any Participant, as applicable, becomes ineligible for the current Cash Fea ture or the current Cash Feature is discontinued; and (5) make any other changes to the Cash Features Program or Cash Feature as allowed by law. Schwab will notify you in writing of changes to the terms of the Cash Features, changes to the Cash Features we make available, or changes to the Cash Fe atures Program prior to the effective date of the proposed change.

Please note: Participants in 403(b) retirement plans will be placed in the Schwab Government Money Fund™ (SWGXX). If this is a 403(b) plan, you instruct and direct Schwab to include this fund.

Schwab Personal Choice
Retirement Account®(PCRA)
Omnibus Implementation Sheet Page 1 of 5
www.schwab.com
✔
Nationwide Trust Company
City of Santa Clara 401(a) Plan
1500 Warburton Ave. Santa Clara CA 95050
✔
1234
Jovan Grogan 408-615-2210
12/31 94-6000426
0813-0678
2064 0788/5071-7192
©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC.

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Delegation of Trading Authority to Investment Advisor (IA) or Third Party and Deduction of IA Fees

1. Do you wish to allow the delegation of trading authority to an Investment Advisor? Yes. By executing a Schwab PCRA Limited Power of Attorney (LPOA) for an Investment Advisor, Participant may grant trading authority to an Investment Advisor who has a relationship with Schwab Advisor Services.

No. Not permitted under this Plan.

2. Do you wish to allow the deduction of fees from the Participant’s PCRA for an Investment Advisor who has a relationship with Schwab Advisor Services?
Yes.

No. IA fees are not to be taken from Participant’s PCRA.

3. Do you wish to allow delegation of trading authority to a Third Party? Yes. By executing a Schwab PCRA Limited Power of Attorney (LPOA) for a Third Party, Participant may grant authority to any Third Par ty (e.g., spouse or other relative) to trade in the Participant’s PCRA.

No. Not permitted under this Plan.

Trading Menu
Please complete the Schwab PCRA Plan Trading Menu Establishment form attached (Exhibit A).

This Agreement, as it pertains to the Recordkeeper, may be delivered via facsimile or otherwise scanned and delivered to Schwab . By signing below, you acknowledge and agree that this Agreement and any such scanned signatures will be treated as, and are just as binding as, an or iginal copy.

Signature and Acknowledgment

X
IR Signature Print Name Date
Authorized party? Yes No
I certify under penalties of perjury that: (1) the Taxpayer Identification Number shown on this application is correct, (2) the Plan is not subject to backup withholding due to failure to report interest and dividend income, (3) the Plan is a U.S. person, and (4) the Plan is exempt from FATCA reporting. I understand that if I have been notified by the IRS that the Plan is subject to backup withholding as a result of dividend or interest underreporting and I have not received a notice from the IRS advising me that backup withholding is terminated, I must cross out item 2 above.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISIONS OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

Fax to PCRA Operations: 1-877-535-3403.

Signature and Date Required

X
Plan Sponsor Signature Date
Print Name Title
✔
✔
✔
Jovan Grogan City Manager
©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC.

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Exhibit A:

Schwab Personal Choice Retirement Account® (PCRA)
Plan Trading Menu Establishment
Complete each section below to indicate the securities that the PCRA Participants have the ability to trade. These selections create the PCRA Trading Menu and apply to any PCRA associated with the Plan.

The Trustee(s)/Custodian(s) and/or Plan Sponsor authorize Schwab to allow any Participant who completes a Schwab PCRA Limited Power of Attorney (LPOA) for Participant form to make trades in the Participant’s respective PCRA. A Participant will never be restricted from selling a position unless Schwab is instructed to restrict the sale by the Trustee(s)/Custodian(s) and/or Plan Sponsor. The Trustee(s)/Custodian(s) and/or Plan Sponsor acknowledge(s) that they are responsible for determining whether any of the investments selected below (including any employer securities) are permissible under the terms of the Plan, the Internal Revenue Code (the “Code”), or the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and that Schwab shall have no responsibility or liability with respect to such determination. Please note that, generally, 403(b) contributions can only be invested in SEC-registered fund shares.

Trading restrictions: PCRAs may not include trading on collectibles, currencies, precious metals, real estate, futures, commodi ties, private placements, margin accounts or short sales. If speciﬁcally allowed by Participant’s retirement plan and approved by Schwab, Par ticipant may be able to write covered calls, buy protective puts and write cash-secured equity puts. Participant must complete a Schwab Persona l Choice Retire- ment Account (PCRA) Options Application—Participant and Third Party form to be approved to trade options.

At the time of conversion to the Schwab platform, securities in Participant accounts will be reviewed solely for the purpose of confirming if such securities are able to be held and traded on the Schwab broker-dealer platform. In addition, once assets have transferred, Schw ab shall also review all securities solely to confirm that such securities are consistent with the authorization and direction from the Plan Sponsor via the Plan Trading Menu.

Note: From time to time, securities may change characteristics, which could change the availability of the asset within your Plan. S chwab has no obligation to review or monitor securities’ classifications following the initial review at conversion.

Please note that only one option under each investment category may be selected.

A. Taxable Mutual Funds:

All
Schwab Mutual Fund OneSource® /Schwab Funds® only1
None
B. Tax-Exempt Mutual Funds:

All
Schwab Mutual Fund OneSource/Schwab Funds only 1
None
C. Equities: (To include foreign securities that trade over the counter and on a foreign exchange, you must select “All” in this Section C and “All” in Section G, Foreign Securities.)
All
Listed only 2
Listed and NASDAQ market securities only 3
Exchange-traded funds (ETFs) only 4
Closed-end mutual funds only
ETFs and closed-end mutual funds only
None
D. Publicly Traded Limited Partnerships: 5 (Please read important footnote on the next page.)
All
None
E. Taxable Fixed Income: 6
All
None
Certificates of deposit (CDs) only
F. Tax-Exempt Fixed Income:

All
None
Treasuries only
G. Foreign Securities: 7
All
None
H. Leveraged/Inverse ETFs: 8
All
None
If you selected “Closed-end mutual funds only” or “None” under Section C – Equities, you must select “None” in Section H – Leveraged/ Inverse ETFs.

I. Options: (Options trading is limited to writing covered calls, buying protective puts, and writing cash-secured equity puts.) Yes. Options trading is permitted on the Plan-level account by the Plan document and on all associated PCRAs. Note: All parties with trading authority must complete a separate Schwab options application.

No. Options trading is not permitted.

J. Compliance Solutions/Designated Brokerage:
a. Are you a current Compliance Solutions/Designated Brokerage client?
Yes
No
If yes, please list your Master Account Number: ______________________ b. Schwab Trade Check™ monitoring technology 9
Yes
No
If you select Trade Check, please note that you will need to complete the PCRA Trade Check Services Agreement. Contact your Client Services representative for this agreement. You don’t need to be a Compliance Solutions client to select Trade Check.

K. Company Stock:
10, 11
Yes, allowed to trade; symbol/CUSIP number: ______________________ No, restrict; † symbol/CUSIP number: ______________________ N/A
† Choosing to restrict company stock does not include derivatives, unless indicated in Section L.
* Attach a Rule 3210/407 letter from a company Compliance Ofﬁcer if licensed by a securities ﬁrm.

Is your Plan affiliated with a member firm of an exchange or FINRA, or a municipal securities broker-dealer?*
Yes No
✔ ✔
✔ ✔
✔ ✔
✔
✔✔
✔
✔
✔
©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC.

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1 Charles Schwab & Co., Inc. (Member SIPC) receives remuneration from fund companies for recordkeeping and shareholder services a nd other administrative services for shares purchased through Schwab’s Mutual Fund OneSource® program. Schwab also may receive remuneration from transaction fee fund companies for certain administrative services.

Trades in no-load mutual funds available through OneSource (including Schwab Funds® ), as well as certain other funds, are available without transaction fees when placed through Schwab.com or our automated phone channels. Schwab reserves the right to change the funds we make available without transaction fees and to reinstate fees on any funds. Funds are also subject to management fees and expenses.

Schwab’s short-term redemption fee will be charged on redemption of funds (except certain Schwab Funds) bought through Schwab’s Mutual Fund OneSource program (and certain other funds) with no transaction fee and held for 90 days or less. Schwab reserves the right to exempt certain funds from this fee, including Schwab Funds, which may charge a separate redemption fee, and funds that accommodate short-term tradin g. 2 Equity trading is limited to securities listed on the New York Stock Exchange (NYSE), NYSE Amex Equities, and other exchanges ( excludes the NASDAQ Stock Market, Inc. [NASDAQ] and all foreign securities on other exchanges, including over-the-counter (OTC) securities). 3 Securities that are not available to trade include pink sheets, OTC securities, and Bulletin Board stocks. 4 Conditions apply: Trades in ETFs are available without commissions when placed online in a Schwab account. Trade orders placed through a broker will receive the negotiated broker-assisted rate. An exchange processing fee applies to sell transactions. All ETFs are subject to management fees and expenses. Please see the Charles Schwab Pricing Guide for Retirement Plan and Health Savings Accounts (the “Pricing Guide”) for additional information. 5 Restricting publicly traded limited partnerships will exclude the purchase of any publicly traded limited partnership and any security that reports income via a Schedule K-1 Form and, as a result, could generate Unrelated Business Taxable Income (UBTI). 6 Excludes debt securities issued by Charles Schwab & Co., Inc. and its affiliates. These securities are not allowed to be purchas ed in a PCRA. 7 Restricting foreign securities does not include the restriction of American Depositary Receipt (ADR) securities and foreign securities traded on a domestic equity market, but does restrict the purchase of non-ADR foreign securities available on the U.S. OTC market. Some foreign securities may be subject to additional foreign tax withholding requirements, including ADRs and foreign securities traded on a domestic market. 8 This restriction limits the participant’s ability to purchase Leveraged/Inverse ETFs only. This restriction does not include mu tual funds. 9 Trade Check™ is a product of Compliance Solutions partner Schwab Compliance Technologies, Inc. (formerly Compliance11, Inc.) (“ SchwabCT”).

Compliance Solutions is comprised of SchwabCT and Schwab Designated Brokerage Services (DBS), a division of Charles Schwab & Co ., Inc. (“Schwab”). Compliance Solutions provides technology, compliance, and brokerage solutions for corporate clients who monitor the ir employees’ securities activity. PCRA is a product of Schwab. SchwabCT and Schwab are separate but affiliated entities, and each is a subsid iary of The Charles Schwab Corporation.
10 Schwab cannot monitor participant trading of company stock in PCRA. The Plan Sponsor can monitor participant trading of company stock using Trade Check.
11 Section K applies to publicly traded securities issued by the Plan Sponsor or its affiliates and which are Qualifying Employer S ecurities within the meaning of Section 407(d)(5) of ERISA (collectively, “Company Stock”). Please note that if investment in a broad category of se curities, such as Equities, is permitted elsewhere on this Trading Menu, and Company Stock is not restricted in Section K or Section L, then Plan participants will be able to invest in Company Stock.

Exhibit A:

Schwab Personal Choice Retirement Account® (PCRA)
Plan Trading Menu Establishment (Continued)
L. Please list all exceptions below. The exceptions listed in Section L will override the choices in the previous sections A–K. If you have more than four exceptions, please attach an additional sheet.

Please check whichever applies.

Fund/Security Description CUSIP Number Symbol Permitted Not Permitted ____________________________________________________________ ______________ ______________ ____________________________________________________________ ______________ ______________ ____________________________________________________________ ______________ ______________ ____________________________________________________________ ______________ ______________ ©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC.

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Exhibit B:

Options Agreement: Only complete this section if Options Trading is selected in the Plan Trading Menu (Exhibit A).

In consideration of Charles Schwab & Co., Inc. accepting and carrying an options account for the Plan, I (as Trustee acting on behalf of the Plan) hereby understand and agree that in addition to the provisions of the Account Agreement, the following shall apply:

Plan Sponsor Authorization
I represent and confirm that the Plan Fiduciary authorizes and hereby directs Schwab to rely upon and treat any direction or ins truction provided by the Recordkeeper or Trustee (together, the “Directing Party[ies]”) as a direction or instruction of the Plan Fiduciary authorized t o provide such direction or instruction under the terms of the Plan or under any subsequent delegations of fiduciary authority and applicable law. The Plan Fiduciary hereby represents that the Directing Parties are authorized and directed to complete any requested documentation to establish options trading in the Plan and to represent on behalf of the Plan Sponsor that they agree to the terms of the Charles Schwab & Co., Inc. Options Trading Rules contained herein.

Handling of Account
I understand that the PCRA (“Account”) shall be handled in accordance with the rules of the Options Clearing Corporation (OCC), the applicable exchange and/or other regulatory agencies, and I understand that I will not violate these rules.

Options Disclosure Documents
I will not enter an order for any listed options until I have received and read the OCC disclosure document titled “Characteris tics and Risks of Standardized Options.”
Options Agreement
I understand that the purchase and writing of options contracts involve inherent risks and that the Plan is financially able to bear such risks and to withstand any losses resulting from trading.

Options Positions Covered
I understand that a Participant may not write a call option nor buy a put option unless there is an adequate quantity of the un derlying security in the account. I further understand that a Participant may not sell a cash-secured equity put option without sufficient cash to be sec ured to cover that cash-secured put option.

Exercise Limitation
I understand that the various options exchanges may restrict transactions in particular options or the exercise of options cont racts at their discretion from time to time.

Size Limits of Options and Exercises
I will not, acting alone or in concert with others, whether directly or indirectly, violate the position or exercise limitation s which may be fixed from time to time by the exchange or market where such options contracts are traded.

Options Commissions
I understand that due to the short-term nature of options, it is likely that Participants will be trading options to a greater degree than other securities and that they will be charged a commission each time such a transaction is made.

Suitability
I agree to advise Schwab if there is any change in the Plan’s investment objective or financial situation.

Assignments
I understand that exercise assignment notices for options contracts are allocated among customer short positions pursuant to a manual procedure which randomly selects from among all customer short options positions, including those contracts which are subject to exercise .

All short options positions are liable for assignment at any time. A more detailed description of Schwab’s random allocation pr ocedure is available upon request.

Signature and Date Required
X
Authorized Plan Sponsor Signature Print Name Date
©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. CC3883042 (0118-7F68) REG91285-02 (02/20) The automatic investment of your free credit balance, including the frequency and the amount of each sweep, is governed by the terms and conditions set forth in the Cash Features Disclosure Statement and in the Account Agreement applicable to your account. The material in this document is intended for informational purposes only. -JXLIVIMWER]GSRûMGXFIX[IIRXLIHIWGVMTXMSRWMRXLMWHSGYQIRXERHXLIXIVQWSJ XLI'EWL*IEXYVIW(MWGPSWYVI Statement, the Cash Features Disclosure Statement will control.

How the Cash
Features Program
Works
Schwab’s Cash Features Program is the service (described in the Cash Features Disclosure Statement) that we provide to automatically invest, or “sweep,” the free credit balance in your account into a liquid investment to earn interest. The program permits you to earn income while you decide how those funds should be invested longer term.

Available Cash
Feature
The available cash features currently consist of:
• The free credit balance in your eligible account (the “Schwab One ®
Interest feature”), on
which Schwab pays interest;
• ,QWHUHVWEHDULQJGHSRVLWDFFRXQWVDWRQHRUPRUHRIRXUDI÷OLDWHGEDQNV WKHÜ%DQN6ZHHS
IHDWXUHÝIRUPRVWDFFRXQWVDQGWKHÜ%DQN6ZHHSIRU%HQH÷W3ODQVIHDWXUHÝIRUUHWLUHPHQW plan accounts); and
• )RUVRPHDFFRXQWVRQHRUPRUHDI÷OLDWHGPRQH\PDUNHWPXWXDOIXQGV WKHÜ0RQH\)XQG
Sweep feature”).

Eligibility Eligibility for each cash feature is based on the registered ownership and the type of account.

Not all account registrations and account types will be eligible for all cash features. Some account registrations and account types will be eligible for only one cash feature. Please see your Account Application and the Cash Features Disclosure Statement for more complete eligibility details.

Duty to Monitor
Eligibility for Cash
Features
It is your responsibility to monitor your eligibility for the cash features and determine the best cash feature available to you. Schwab is not responsible for contacting you if you are, or later become, eligible for other higher-yielding cash features.

Interest Rates and
Yields
The interest rates and yields for the different cash features vary over time. There is no guarantee that the interest rate and yield on any particular cash feature will be or will remain higher than the interest rate and yield on any other cash features over any period. Current interest rates and yields can be obtained by contacting your independent investment advisor or your Financial Consultant, or by calling us at 1-800-435-4000. If you already have an account, you can visit our website at www.schwab.com/sweep. If your account is an Advisor Services account, please contact your advisor, visit www.schwab.com/SA_sweep, or call Schwab Alliance at 1-800-515-2157.
• 7KHLQWHUHVWUDWHRQWKH6FKZDE2QH,QWHUHVWIHDWXUHLVVHWE\6FKZDE:HFDQVHHNWRSD\ as low a rate as possible consistent with our views of competitive necessities. With certain exceptions, the rate will be tiered based upon the overall free credit balance within your account.
• 7KHLQWHUHVWUDWHRQWKH%DQN6ZHHSIHDWXUHLVVHWE\RXUDI÷OLDWHGEDQN V
ZKLFKFDQVHHN
to pay as low a rate as possible consistent with their views of competitive necessities.

Retirement accounts will be paid a reasonable rate consistent with applicable legal and regulatory requirements. With certain exceptions, the rate will be tiered based upon your DFFRXQWW\SHDQGWKHFRPELQHGDPRXQWRI\RXUDFFRXQWÚV%DQN6ZHHSGHSRVLWVDWRXU DI÷OLDWHGEDQN
V

Brokerage Products: Not FDIC-Insured • No Bank Guarantee • May Lose Value Cash Features Program
General Terms and Conditions Page 1 of 2
©2020 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. CC3883042 (0118-7F68) REG91285-02 (02/20) Cash Features Program General Terms and Conditions | Page 2 of 2 Interest Rates and
Yields
(Continued)
• 7KHLQWHUHVWUDWHRQWKH%DQN6ZHHSIRU%HQH÷W3ODQVIHDWXUHLVVHWE\RXUDI÷OLDWHGEDQN V

which intend to pay interest consistent with reasonable rate provisions of applicable legal and regulatory requirements. This can be lower than some competitors’ rates. Interest rates do not vary by tiers and do not vary based on your cash balances. • 0RQH\PDUNHWPXWXDOIXQGVRIIHUHGWKURXJKWKH0RQH\)XQG6ZHHS IHDWXUHVHHNWRDFKLHYH the highest yield (less fees and expenses) consistent with prudence and their investment objectives.

Cash features are not intended to be long-term investments, and yields on any of our cash features can be lower than those of similar investments or deposit accounts offered outside the Cash Features Program. If you desire to maintain cash balances for other than a short-term SHULRGDQGRUDUHVHHNLQJWKHKLJKHVW\LHOGVFXUUHQWO\DYDLODEO HLQWKHPDUNHWSOHDVHFRQWDFW your Schwab representative or visit www.schwab.com/cash for investment options that may be available outside of the Cash Features Program to help maximize your return potential FRQVLVWHQWZLWK\RXULQYHVWPHQWREMHFWLYHVDQGULVNWROHUDQFH ,I\RXUDFFRXQWLVDQ$GYLVRU Services account, please contact your advisor, visit www.schwab.com/SA_cash, or call Schwab Alliance at 1-800-515-2157.
&IRIúXWXS7GL[EF :HFKDUJHIHHVDQGUHFHLYHFHUWDLQEHQH÷WVXQGHUWKHGLIIHUHQWFDVKIHDWXUHV$SRUWLRQRI WKHVHIHHVDQGEHQH÷WVFDQEHVKDUHGZLWK\RXULQYHVWPHQWSURIHVVLRQDO%HFDXVHRI WKHVH IHHVDQGEHQH÷WVZHKDYHD÷QDQFLDOLQFHQWLYHWRVHOHFWWKHSDUWLFXODUFDVKIHDWXUHVLQFOX GHG in the Cash Features Program.

Differing Risks and
Account Protection
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• The Schwab One
®,QWHUHVWIHDWXUHLVQRWVXEMHFWWRPDUNHWULVNDQGYDOXHORVVEXWLVVXEMHFW WRWKHULVNRI6FKZDEÚVIDLOXUH,QWKHXQOLNHO\HYHQWWKDW6FKZDEIDLOVFDVKLVHOLJLEOHIRU SIPC coverage up to a limit of $250,000 (including principal and interest) per client in each insurable capacity (e.g., individual or joint). Free credit balances held at Schwab are not insured or guaranteed by the FDIC.
• 7KH%DQN6ZHHSDQG%DQN6ZHHSIRU%HQH÷W3ODQVIHDWXUHVDUHQRWVXEMHFWWRPDUNHWULVN DQGYDOXHORVVEXWDUHVXEMHFWWRWKHULVNRIWKHIDLOXUHRIRQHRUPRUHRIRXUDI÷OLDWHGEDQNV ,QWKHXQOLNHO\HYHQWWKDWRQHRUPRUHRIRXUDI÷OLDWHGEDQNVIDLOVGHSRVLWVDWHDFKEDQN are eligible for FDIC insurance protection up to a limit of $250,000 (including principal and interest) per depositor in each insurable capacity (e.g., individual, joint, and plan participant). 7KLVOLPLWLQFOXGHVDQ\RWKHUGHSRVLWV\RXPD\KDYHDWWKDWEDQNRXWVLGHRIWKH%DQN6ZHHS DQG%DQN6ZHHSIRU%HQH÷W3ODQVIHDWXUHV You are responsible for monitoring your bank FEPERGIWMRXLI&ERO7[IITERH&ERO7[IITJSV&IRIúX4PERWJIEXYVIWERHXLIFEPERGIW MRER]SJ]SYVSXLIVFEROEGGSYRXWEXIEGLEJúPMEXIHFEROXSHIXIVQMRIMJXLIWIMRXSXEP exceed FDIC insurance limits. Monies held in both features are not covered by SIPC. • 0RQH\PDUNHWPXWXDOIXQGVLQWKH0RQH\)XQG6ZHHSIHDWXUHLQYHVWLQKLJKTXDOLW\VKRUW WHUPVHFXULWLHVDQGVHHNWRPDLQWDLQDVWDEOHYDOXHEXWDUHVXEMHFWWRPDUNHWULVNVDQG SRWHQWLDOYDOXHORVV7KH\DUHQRWEDQNDFFRXQWVDQGDUHQRWVXEMHFWWR)',&LQVXUDQFH SURWHFWLRQ7KH\DUHLQVWHDGFRYHUHGE\6,3&ZKLFKSURWHFWVDJ DLQVWWKHFXVWRGLDOULVN DQG
QRWDGHFOLQHLQPDUNHWYDOXH
ZKHQDEURNHUDJH÷UPIDLOVE\UHSODFLQJPLVVLQJVHFXULWLHV and cash up to a limit of $500,000, of which $250,000 may be cash. Shares held through the 0RQH\)XQG6ZHHSIHDWXUHDUHQRWFRQVLGHUHGFDVKEXWDUHWUHDWHGDVVHFXULWLHVIRU6,3& coverage.

Brokerage Products: Not FDIC-Insured • No Bank Guarantee • May Lose Value APP77678-05
00241726

Nationwide Retirement Solutions 10 W Nationwide Blvd. Columbus OH 43215 DC-4675-0318

Mutual Fund Service Fee Payments

Nationwide Retirement Solutions, Inc. and its affiliates (Nationwide) offer a variety of investment options to public sector retirement plans through variable annuity contracts, trust or custodial accounts. Nationwide may receive payments from mutual funds or their affiliates in connection with those investment options. For more detail about the payments Nationwide receives, please visit www.nrsforu.com.

Nationwide Retirement Solutions 10 W Nationwide Blvd. Columbus OH 43215 DC-4345-0318
Customer Identification Program Disclosure

Important Information About Procedures For New Clients

Section 326 of the USA Patriot Act requires financial institutions, including broker/dealers, to have a Customer Identification Program. Nationwide Retirement Solutions is required to give its new clients notice about its Customer Identification Program.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each client, when you agree to contract with Nationwide.

What this means to a governmental deferred compensation plan: As part of our Customer Identification Program, we will ask you for your name, address, tax identification number, and other information that will allow us to identify you.

Your organization may be contacted by Nationwide to help verify this information. There is no action required on your part in this process, other than providing the necessary information for verification.

DC-4346-1014

Nationwide Investment Services Corp. (NISC) Disclosure Statement

Nationwide Investment Services Corp. (NISC), a subsidiary of Nationwide Financial Services, Inc., firmly believes in the value of pre- planning for business interruptions. In an effort to serve both our internal and external customers by providing on-going service operations, NISC has developed a business continuity plan to address the possibility of a significant business disruption.

Should an event occur that hinders our ability to conduct normal business operations, NISC has secured remote locations to resume critical business operations within a reasonable period of time. Should business functions be interrupted by the loss of a primary business facility, associates and/or “work” would be relocated to an alternate NISC site. In the event of a systems facility loss, applications would be redirected to their primary recovery location, which could be an alternate NISC facility or a remote recovery service provider. The hierarchical structure of the NISC recovery plans includes the ability to address incidents that are department, facility, city, state or regional in nature.

It is NISC’s intention to transact business during an interruption whenever possible. Depending on the nature and severity of the interruption, recovery timeframes may vary. For small scope outages, i.e. business unit or single application disruption, recovery timeframes would be controllable and limited. With processing and servicing functions primarily concentrated in the in the Midwest, a regional disruption could have extended recovery timeframes that range from hours to days. To help mitigate this risk, redundant networks, alternate remote systems recovery sites and alternate power sources are included in our recovery strategy.

URBO# NFN-1026AO.4
Nationwide, Nationwide is on your side, and the Nationwide N and Eagle are services marks of Nationwide Mutual Insurance Comp an y. © 2024 Nationwide.

Rev. 01/2024
FACTS

WHAT DOES NATIONWIDE DO WITH YOUR
PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal and state laws give consumers the right to limit some but not all sharing. Federal and state laws also require us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand wha t we do.

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
Social Security number and income
Account balances, transaction history, and credit history Assets and insurance claim history
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Nationwide chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information Does Nationwide share?
Can you limit this sharing?
For our everyday business purposes —
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes —
to offer our products and services to you Yes No
For joint marketing with other financial companies No We don’t share For our affiliates’ everyday business purposes—
information about your transactions and experiences Yes No For our affiliates’ everyday business purposes—
information about your creditworthiness No We don’t share For our affiliates to market to you No We don’t share
For nonaffiliates to market to you No We don’t share
Questions? Call 1-888-999-2018 or go to www.na tionwide.com/priva cy URBO# NFN-1026AO.4
Who we are
Who is providing this notice? Nationwide Financial Services, Inc., and the Nationwide Family of Companies (collectively “NFS”). For a complete list of our Fa mily of Compa nies, visit https://www.na tionwide.com/persona l/a bout-us/aff ilia ted-compa nies/ What we do
How does Nationwide protect my
personal information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal and state laws. These measures include computer safeguards and secured files a nd buildings. We limit a ccess to your information to those who need it to do their job.

How does Nationwide collect my personal
information?
We collect your personal information, for example, when you apply for insurance or give us your contact information pay your insurance premiums or file an insurance claim show your driver’s license
We also collect your personal information from others, such as credit bureaus, a ffilia tes, or other compa nies.

Why can’t I limit all sharing? Federal and state laws give you the right to limit only sha ring for a ffilia tes’ everyda y business purposes—information about your creditworthiness
a ffilia tes from using your information to market to you sharing for nonaff ilia tes to ma rket to you
State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

What happens when I limit sharing for an
account I hold jointly with someone else?
Your choices will a pply to ever yone on your account.

Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. Our affiliates in clude nonfinancial companies, such as companies with the Nationwide name, such as Nationwide Mutual Fire Insurance Company and Nationwide Mutual Insurance Company. Visit nationwide.com for a list of affiliated companies.

Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. NFS does not share with nona ffiliates so they can market to you.

Joint marketing A formal agreement between nonaff ilia ted fina ncia l compa nies tha t together market financial products or services to you. NFS doesn’t jointly market .

Other important information
Nevada Residents: We are providing you this notice under st ate law. You ma y request to be plac ed on our internal Do Not Call list by sending an email with your phone number to [email protected]. You may reque st a copy of our telemarketing practices. For more on this Nevada law, con tact: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; phone number: 1 -702-486- 3132; ema il:

[email protected] ; Nationwide, 1000 Yard Street GH-2D-OCA1, Columbus, OH 43212; 1-888-999-2018; [email protected] .

For Vermont Customers: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal informatio n, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unle ss you authorize us to make those disclosures. Additional information concerning our privacy policies can be found at www.nationwide.com/privacy or call 1-888-999-2018.

For insurance customers in AZ, CT, GA, IL, ME, MA, MT, NV, NJ, NM, NC, ND, OH, OR, and VA only: The term “Information” means information we collect during an insurance transaction. We will not use your medical information for marketing purposes wit hout your consent. We may share you r Information with nonaff iliates without your prior authorization as permitted or required by law. We may share your Information with insurance regulatory authorities, law enforcement, and consumer reporting agencies. Information we obtain from a report prepared by an insurance-support organization may be retained by that insurance- support organization and disclosed to others.

To request access to or deletion of your personal information, send a written letter to: Nationwide, 1000 Yard St reet GH-2D- OCA1, Columbus, OH 43212 .

Include your name, address, and your polic y, contrac t, or acc ount number, and describe the information you wish to access or delete. You may correct inaccurate personal information by visiting Nationwide.com or calling your agent. We can’t change information other companies, like credit agencies, provide to us. You’ll need to ask them to change it.

California Residents : Learn more about your rights under the California Consumer Privacy Act by vis iting www.nationwide.com/privacy .

Page 2 ends

NRS-2101AO (Standard) (05/2006)
NATIONWIDE® RETIREMENT SOLUTIONS

GROUP FLEXIBLE PURCHASE PAYMENT DEFERRED FIXED ANNUITY
Underwritten by
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

CERTIFICATE OF PARTICIPATION AND DISCLOSURE DOCUMENT
This Certificate is designed to provide you basic info rmation regarding your participation in the Group Flexible Purchase Payment Deferred Fixed Annuity Contract (“Cont ract”) funding your individual benefits under the Plan provided by your Employer. You are receiving this Certifi cate because you are a Participant, Retired Participant, or beneficiary of the Plan.

This Certificate includes basic information abou t the Contract and your benefits under it.

You should read this Certificate carefully be fore participating and retain it for future reference.

If you have any questions regarding this Certificate or ne ed additional information, plea se contact us using any of the following methods.

Regular Mail E-Mail Telephone
Nationwide Retirement Solutions
P.O. Box 182797
Columbus, OH 43218-2797
[email protected] 1-877-NRS-FORU (677-3678)
Before investing, please remember the Contract and this Certificate are not insured by the FDIC, NCUSIF, or any other Federal government agency. All guarantees under the Contract are supported by our general account.

The Contract and this Certificate are not registered with the Securities and Exchange Commission.

This Certificate is dated May 1, 2006.

NRS-2101AO (Standard) (5/2006)2

TABLE OF CONTENTS
SPECIAL TERMS USED IN THIS CERTIFICATE......................................................................................... ......3 DESCRIPTION OF CHARGES AND EXPENSES .................................................................................................4 General Account Charge
Participant Account Charge
Contract Maintenance Charge
Other Expense Charges
DESCRIPTION OF THE CONTRACT.................................................................................................... ................4 INTEREST CREDITING UNDER THE CONTRACT.......................................................................................... .5 YOUR PARTICIPANT ACCOUNT....................................................................................................... ...................5 General Information Regarding Participant Accounts
Calculating the Value of Your Participant Account
Exchanges and Transfers
Limitations on Exchanges and Transfers
Participant Benefit Payments
Retirement Income Payment Options
TERMINATION OF THE CONTRACT ..................................................................................................................7 NRS-2101AO (Standard) (5/2006)3

SPECIAL TERMS USED IN THIS CERTIFICATE
Business Day - Each day the New York Stock Exchange and our home office are open for business.

Companion Investment Option(s) - Another investment option under the Plan. This may include other investment contracts and options offered by us or by another provider.

Certificate - This Certificate of Participation and Disclosure Do cument describing your benefits under the Contract issued to your Employer.

Contract - The document describing the obligations and rights between your Employer and us.

Contract Owner - Your Employer.

Employer - The entity that employs you and sponsors the Plan un der which you participate. Your Employer may have delegated sponsor responsibilities to a third-party or independent board. For purposes of this Certificate, Employer will mean your employer and/or any third-party or independent board that sponsors your Plan.

Exchange - The movement of amounts in your Participant Acc ount to a Companion Investment Option under the Plan.

General Account - Our general account into which Participant Cont ributions are allocated under your Employer’s Contract.

Nationwide - Nationwide Life Insurance Company. References to “we,” “our,” or “us,” will also mean Nationwide Life Insurance Company.

Participant - An employee or independent contractor eligible to be a part of the Plan and entitled to benefits under the Plan. References to “you,” and “your,” will also mean Participant.

Participant Account - An individual account established for you under the Plan. A Participant Account will record all transactions attributable to the Plan on your behalf. This includes, but is not limited to, Participant Contributions, Exchanges, Transfers, and credited interest.

Participant Account Value - The present value of your Participant Account.

Participant Benefit Payments - All payments of benefits that resu lt from your retirement, termination of employment, or any payment that you are entitled to based on the terms of the Plan.

Participant Contributions - The allocation of dollars you make to your Participant Account.

Plan - The retirement plan or tax deferred arrangement provided by your Employer.

Retired Participant - When you have severed employment with the Employer providing the Plan you become a Retired Participant for purposes of this Ce rtificate and your eligibility to receive benefits, if any, will be determined according to the Plan.

Transfer - The movement of amounts attributable to your Participant Account to a non-Companion Investment Option.

NRS-2101AO (Standard) (5/2006)4

DESCRIPTION OF CHARGES AND EXPENSES
The charges and expenses assessed against your Participant Account are determined by your Employer and us.

Your Participant Account may be subject to some or all of these charges and expenses.

The charges and expenses listed below are the current ma ximum charges and expenses we assess for Contracts we issue. The maximum charges and expens es we assess, as well as the charges we assess your Plan, are subject to change.

General Account Charge
We may assess a General Account charge against the interes t credited to your Participant Account. The charge is deducted from the interest yield we credit, resulting in a lower overall crediting rate.

Current Maximum General Account Charge: 1.00%
Any applicable General Account charge will be assessed on each Business Day.

Participant Account Charge
The Participant Account charge is a flat-dollar fee we assess against your Participant Account.

Current Maximum Participant Account charge: $100 per year Any applicable Participant Account charge will either be taken in stead of, or in addition to, the General Account charge. If we assess this fee, it will be collected on a monthly, quarterly, semi-annual, or annual basis.

Contract Maintenance Charge
The Contract maintenance charge is a flat-dollar fee assessed at the Contract level.

Current Maximum Contract Maintenance Charge: $1,000,000 per year Any applicable Contract maintenance charge will either be taken instead of, or in ad dition to, the General Account charge. If we assess this fee, it will be collected on a monthly, quarterly, semi-annual, or annual basis. Your Employer will direct us as to how to apportion this fee against all Participant Accounts under the Contract, including your Participant Account.

Other Expense and Service Charges
Your Employer may request us to perform additional services for the Plan, provide special Participant level services, or request to have expenses associated with the Plan deducted from assets in the Contract. If this occurs, we will determine with your Employer the amount of the charge associ ated with any additional se rvices we provide. With regard to any additional expenses, we will generally accept your Employer’s direction w ith regard to how these charges are deducted from the Contract, including how they are deducted from Participant Accounts.

DESCRIPTION OF THE CONTRACT
We issue the Contract as a funding vehicle for employer sponsored governmental benefit plans. Typically, these are governmental deferred compensation plans receiving fa vorable tax treatment under section 457(g) of the Internal Revenue Code or defined contribution plans receiving favorable tax treatmen t under section 401(a) of the Internal Revenue Code. However, we may issue the Contracts to fund other employer sponsored benefit plan.

NRS-2101AO (Standard) (5/2006)5
Purchase payments representing Participant Contributions, including yours, are allocated to the General Account.

We accept purchase payments to the Contract in the cu rrency of the United States of America. We may accept purchase payments in another form, but only with our prior written consent.

As a Participant, Retired Participant, or beneficiary under the Contract you received this Certificate. This Certificate describes the benefits afforded to you under the Contract. These benefits involve the segregation and maintenance of your Participant Account and the ability to convert your Participant Account into a lifetime stream of guaranteed income payments (an annuity).

Your benefits under the Contract are contingent on the Cont ract remaining in-force. Your Employer or Nationwide may terminate the Contract under certain circumstances and transfer your Participant Account to a funding successor (a new provider). Unless otherwise specified in this Certificate, termination of th e Contract ends your benefits under the Contract.

The Contract is not a part of your Plan. Your right to receive benefits and tax treatment of benefits are not governed by the Contract, but instead are determined by your Plan.

The Contract is non-participating and will not share in our surplus.

INTEREST CREDITING UNDER THE CONTRACT
We will credit interest to your account each Business Day based on the annual yield we declare. We also reserve the right to prospectively discontinue accepting Participant Contributions, Exchanges and Transfer allocations.

All guarantees associated with the Contract and your Par ticipant Account allocation to it are liabilities of our General Account and are guaranteed by us.

The Contract is structured with guaranteed annual minimum in terest rates and guaranteed quarterly interest rates.

The annual minimum guaranteed interest rate is established at the beginning of each calendar year. This guarantee means interest credited through the current calendar year will never be less than this minimum rate. The guaranteed quarterly rate is established at the beginning of each cale ndar quarter. During the curr ent calendar quarter, interest credited will never be less than this minimum rate.

We establish our interest rate guarantees at our own discretion based upon a multitude of factors.

In the event your Employer terminates the Contract and requests a lump-sum payment on the effective date of termination, amounts allocated to the Contract (including allocations attributable to Participant Accounts) are subject to a negative market-value adjustment.

The Contract is not insured by the FDIC, NCUSIF, or any other Federal government agency. Any Contract guarantees are subject to our claims paying ability.

YOUR PARTICIPANT ACCOUNT
General Information Regarding Participant Accounts
We establish a Participant Account for each Participant under the Plan, includi ng you. Your Participant Account records all relevant transact ions you make, or in some cases the Plan makes. It also records Participant Contributions, Exchanges and Transfers, and Participant Benefit Payments.

We may delegate responsibilities regardi ng maintaining Participant Accounts to one of our third-party affiliates.

Your Employer may want us to use another third-party to maintain Participant Accounts. Even if we delegate responsibilities regarding Participant A ccounts to a third-party, we will con tinue to be ultimately responsible for maintaining Participant Accounts.

NRS-2101AO (Standard) (5/2006)6
Calculating the Value of Your Participant Account
Each Business Day, we calculate the value of your Particip ant Account. The value is determined by taking total Participant Contributions; adding the daily interest earned ; adding any incoming Exchanges or Transfer; subtracting any outgoing Exchanges or Transfers; subtracting Cont ract Owner direct withdrawals; subtracting Participant Benefit Payments; and any applicable charges, plan expenses and/or additional expense charges.

Exchanges and Transfers
We will permit you to Exchange amounts from your Participant Account attributable to the Contract to Sub-Account to a Companion Investment Option. We will permit you to Transfer am ounts from your Participant Account attributable to the Contract to a non-Companion Investment Option if permitted by the Plan. If you have severed employment with your Employer, we will also permit you to Transfer am ounts in your Participant Account attributable to the Contract to a funding successor.

Transfers and Exchanges add or subtract to the value of yo ur Participant Account attributable to the Contract on the Business Day the transaction is requested. Exchanges to a Companion Investment Option or Transfers to a non- Companion Investment Option are governed by the terms and conditions of these external investment options.

We may permit Exchanges or Transfers to be performed in more than one manner, such as the telephone, in writing, or over the internet. All Exchange and Transfer request s may be subject to rules we establish. Rules covering Exchanges and Transfers are designed to protect you and us , and to ensure all transactions are conducted in an orderly fashion consistent with all applicable laws.

Limitations on Exchanges and Transfers
Outgoing Exchanges and Transfers will be limited depend ing on elections made by your Employer. You will be subject to either a Participant level limitation or an aggregate limitation base d on all assets held in the Contract under the Plan. We will provide you with specific information regarding the restrictions applicable upon request.

Our failure to take action with regard to any one or more of the restrictions listed above is not a waiver on our part of our right to enforce the restrictions late r. If we fail to take action on the restrictions in one instance, you should not consider it a waiver of our right to enforce the restrictions at a later date.

Participant Benefit Payments
Your Plan provides the right for you to receive Participant Benefit Payments. In most instances, Participant Benefit Payments are permitted only when you become a Retired Participant or have otherwise severed employment with your Employer. There may be other instances or conditions that arise that may permit you to receive payment from your Participant Account in the form of a Participant Benefit Payment. Requirements and conditions of your receiving such payments are governed by your Employer’s Plan.

Retirement Income Payment Options
We will make the following payment schedules and annuity options available to Retired Participants. Payment frequencies available under these income payment options are monthly, quarterly, semi-annual and annual. (1) Payments of a Designated Amount - This payment sche dule option represents a systematic liquidation of your Participant Account by taking a specified dollar amount at a determined frequency. (2) Payments of a Designated Period - This payment sche dule option represents a systematic liquidation of your Participant Account by taking payments over a specific period of time at a determined frequency. (3) Life Income - This annuity payment provides the Retire d Participant with payment contingent exclusively on his or her continuation of life. Payments are calculated using current annuity purchase rates and methods.

NRS-2101AO (Standard) (5/2006)7
(4) Life Income with Payment Certain (5, 10, 15 and 20 Years) - This annuity payment option provides you with payment contingent on your continuation of life, but with a guarantee that at least a minimum pre- determined duration of payments are received by you and any of your beneficiaries, regardless of your own mortality. Payments are calculated using our current annuity purchase rates and methods. (5) Joint and Last Survivor Life Income - This annuity payment option allows you and another named individual to receive payments guaranteed throughout your life and the life of the additional individual you name. Payments cease upon the last “survivor’s” d eath. We may also permit Joint and Last Survivor annuities with payment reductions after the first death . Payments are calculated using our current annuity purchase rates and methods.

(6) Any Other Option – We may make any other paym ent plans available upon agreement of your Employer and us. Additional annuity payment options we make available will be calculated using our current annuity purchase rates and methods.

TERMINATION OF THE CONTRACT
The Contract may be terminated by your Employer or us at any time. The proceeds of the Contract will be paid within one-hundred twenty days (120) of receipt of the notice to terminate by the non-terminating party (the “effective date of termination”). However, if an Underlying Investment Option cannot reasonably liquidate amounts on the effective date of termination, we may deliver, in addi tion to cash, any unliquid ated securities held by the Underlying Investment Option that could not reasonably be liquidated.

We will discontinue accepting addition al Purchase Payments to the Contract within thirty (30) days following receipt by the non-terminating party of notice to terminate. We may continue to accept Purchase Payments, however, if we reach a mutual agreement to do so with your Employer. After notice of termination is received by the non-terminating party, further liquidations from the Contract will not be permitted.

Until the effective date of termination is reached, we will continue to maintain your Participant Account and permit you to receive any applicable Participant Benefit Payments . You will not be able to make any Participant Contributions thirty (30) days after notice of termination is received by the non-terminating party. We may continue to accept Purchase Payments, however, if we reach a mutual agreement to do so with your Employer. We will let you continue to make Exchanges and Transfers, subject to any of the limitations imposed on your Participant Account prior to termination.

When the effective date of termination is reached, the Contract, including am ounts attributable to your Participant Account, will be transferred to a funding successor using one of the following methods described below (based on your Employer’s election). Once the Contract is terminated and all amounts are paid-out, our liability with regard to benefits and your Participant Account an d any benefits described in the Contra ct and this Certificate will end.

However, if you have purchased an annuity payment op tion (assuming one is availabl e under the Contract) we will continue to send you annuity payments and be obligated to provide you th e guaranteed income stream under the annuity payment option.

The Contract will be paid in one of the following two ways (depending on your Employer’s election). (1) Lump-sum Payment. This payment method involve s a total liquidation of the Contract, including amounts allocated to your Participant Acc ount. Your Participant Account will, however, be subject to a market value adjustment if the present value of assets in th e Contract attributable to your Participant Account are less than the value of the Contract’s allocation to your Participant Account. We determine any market value adjustment at our sole discretion, but we do so in a manner consistent with approximation of the present value of assets attributable to the Contract. If a market value adjustment is applied, it will decrease the value of the Contract, including amounts in your Participant Account attributable to the Contract.

NRS-2101AO (Standard) (5/2006)8
(2) Sixty (60) Monthly Installments. This payment method results in the Contract being paid in sixty (60) monthly installments. We do not begin installment payments until the first month of the calendar year following the effective date of termination of the Contract. The amount of each installment is determined by the following:
(a) the Contract value on the date before the installment is paid; divided by (b) the number of remaining installments.

We will not permit Contract liquidations in addition to the installment payments described above. We also will not permit Exchanges or Transfers.

For Nationwide:

Secretary President

City Council and Authorities ConcurrentJuly 15, 2025

City Council and Authorities Concurrent
July 15, 2025