ADSPO16-00006008-Nationwide-AmendmentNo.11.pdf

CONTRACT AMENDMENT

Contract No.: ADSPO16-157096 Description: Deferred Compensation and Defined Contribution Plans Contractor: Nationwide Retirement Solutions Inc.

Contract Amendment No.

Eleven (11)

In accordance with the Uniform Terms and Conditions, Section 5.1 (Amendments), and the Special Terms and Conditions, Paragraph 3.1 (Term of Contract) the above-referenced Contract is hereby amended as follows:

1) The contract is hereby extended for the period of January 1 2024 to December 31, 2024.

2) Effective September 29, 2021 the Contract is here by amended as follows:

a. In accordance with the repealing of Title 38, Chapter 5, Article 5, Deferred Compensation Plans, the Government Committee and Management Committee are hereby dissolved and replaced with one the ASRS DC Plan Committee.

b. Section 2.0 Definitions is updated as follows:

i. 2.1 is updated as follows: “Committee” is means the ASRS DC Plan Committee

ii. 2.4 “Governing Committee” is removed in its entirety.

iii. 2.5 is updated as follows: “ASRS DC Plan Committee” mean the Arizona State

Retirement System (“ASRS”) committee that sponsors and oversees all plans under this Contract.

3) Section 3.19 Audit Records of the Scope of Work is amended as follows:

Current: Audit of Records. In addition to the audits required as part of the Transition Plan and

Implementation, the Contractor at its sole expense shall submit annual financial audits of each Plan by an independent certified public accountant approved by the applicable Committee. The first such audit report shall examine the period from the Contractor’s commencement of performance of the Contract until December 31st of that year; subsequent audit reports shall be performed annually thereafter. Audit reports shall be submitted to the applicable Committee no later than ninety (90) days after December 31st of each year. The audit report shall include an audit of the Contractor’s monthly or quarterly reporting to each Committee of the Contractor’s compliance with the Performance Measures. Every three (3) years the Contractor, at its sole expense, shall have a performance audit of each Plan by an independent certified public accountant, or qualified consultant, approved by the applicable Committee.

Amended: Audit of Records. In addition to the audits required as part of the Transition Plan and

Implementation, the Contractor at its sole expense shall pay all fees related to submit annual financial audits of each Plan. The auditor will be selected and approved by an independent certified public accountant approved by the applicable DC Plan Committee and will be a State of Arizona Contracted vendor paid within the limits of the State Contracted fees. The Contractor will cooperate fully with the selected auditor during the audit process. The first such audit report shall examine the period from the Contractor’s commencement of performance of the Contract until December 31st of that year; subsequent audit reports shall be performed annually thereafter.

Audit reports shall be submitted to the applicable Committee no later than ninety (90) days after December 31st of each year. The audit report shall include an audit of the Contractor’s monthly or quarterly reporting to each Committee of the Contractor’s compliance with the Performance Measures. Every three (3) years the Contractor, at its sole expense, shall have a performance audit of each Plan by an independent certified public accountant, or qualified consultant, approved by the applicable Committee.

4) Section 3.22 Benchmarking Services is added to the Scope of Work as follows:

DocuSign Envelope ID: 6A790D04-EE50-47CB-A3AD-FE010F053670

CONTRACT AMENDMENT

Contract No.: ADSPO16-157096 Description: Deferred Compensation and Defined Contribution Plans Contractor: Nationwide Retirement Solutions Inc.

Contract Amendment No.

Eleven (11)

Benchmarking Services. The DC Plan Committee may have a DC Plan benchmarking study completed by a vendor chosen by the DC Plan Committee up to once a year. Upon request, the Contractor will pay the selected vendor directly for the cost of these services up to $45,000.

5) In accordance with Arizona Revised Statute 38-781 (F) and (J), the contract is amended as follows:

1.0 Background is amended as follows:

Current: Employees of other public employers who are members of the ASRS may be eligible to participate in the ASRS plans if their employer offers the plans to their employees. Currently, over 600 other public employers participate in the ASRS and may be eligible to offer an ASRS plan.

Amended: ASRS Plans Eligibility:

Pursuant to A.R.S. 38-781:

1.1 Effective October 30, 2023, eligible Employees of other public employers who are members of the ASRS may be eligible may choose to participate in the ASRS plans if their employer and offer the plans to their employees. Currently over 600 other public employers participate in the ASRS and may be eligible to offer an ASRS plan. Public Employers who are members of the ASRS as well as political subdivisions and political subdivision entities who are not members of ASRS may be eligible to offer an ASRS plan to their employees.

1.2 Effective July 1, 2022, an employee of an employer who is not eligible to participate in a public retirement system established by articles 3, 3.1, 4, 4.1 or 6 of Title 38 – Public Officers and Employees, Chapter 5 – Social Security and Administration may elect to participate in a supplemental employee deferral plan if the employee meets the eligibility requirements.

2.0 Definitions is amended by adding the following definition:

“Member” means an eligible individual account owner of one of the Plans herein.

All other requirements, terms, and conditions remain unchanged.

Contractor hereby acknowledges receipt and understanding of this Contract Amendment.

This Contract Amendment is hereby executed this date by the Arizona State Retirement System.

Signature

Signature

Athena Elliston

Name

Name

Chief Procurement Officer

Title Date Title Date

10/26/2023

DocuSign Envelope ID: 6A790D04-EE50-47CB-A3AD-FE010F053670

AVP Operations

Catherine Moore

10/30/2023 | 1:07:03 PM EDT