CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. October 18, 2012 Nationwide Financial Services, Inc. One Nationwide Plaza Columbus, OH43215-2220
| CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. | ||
| October 18, 2012
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| Nationwide Financial Services, Inc. Xxx Xxxxxxxxxx Xxxxx Xxxxxxxx, XX00000-0000 | ||
| RE: | Services Agreement–Retirement Plan Service Provider |
The following shall set forth the understanding of Franklin Xxxxxxxxx Distributors Inc. and/or our affiliates (“we” or “us”) and Nationwide Financial Services, Inc.(“you”) regarding certain administrative support services described belowintended to facilitate, directly or indirectly, investment in shares of the Franklin Xxxxxxxxx Funds,1 and our payments for such services.
Services
We may make payments of additional compensation to you in connection with your provision of the services described under this Retirement Plan Services Agreement (“Services Agreement”) which mayfacilitate, directly or indirectly, investment in the Franklin Xxxxxxxxx Fundsthrough Employer Sponsored Retirement Plans (as that term may be defined in the Fund’s then current prospectus) that have retained you as a plan service provider (each, a “Plan”). Specifically, these payments may be made to 401(k) retirement plans (“401(k) Plans”). As part of these efforts, you will provide certain services as mutually agreed to between you and us (collectively, the “Services”). The Services may include (but are not limited to): recordkeeping, reporting, processing and other general administrative services.
Criteria for Payment
To qualify for the payments of additional compensation described in this letter, you must satisfy the criteria set forth below.
Disclosures
You represent that you will affirmatively disclose to the employer sponsor of each Plan whose assets are considered in computing the compensation payable in accordance with Attachment A the fact that you receive compensation from the Franklin Xxxxxxxxx Funds, for providing certain recordkeeping, reporting, processing and other administrative services. You
also represent that you will provide any other disclosures as may be required by applicable law or regulation, including ERISA, in connection with the compensation payable to you under this Services Agreement and your services provided hereunder.
| 1 | For purposes of this Services Agreement, “Franklin Xxxxxxxxx Funds” includes all of the U.S. registered Franklin, Xxxxxxxxx and Mutual Series mutual funds within Franklin Xxxxxxxxx Investments, except Franklin Xxxxxxxxx Variable Insurance Products Trust and money market funds, and excludes any qualified tuition programs under Section 529 of the Internal Revenue Code of 1986, as amended. |
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Compliance with Applicable Regulatory Requirements
You represent that your provision of the Services contemplated herein,will be in conformity with all applicable federal and state law, including ERISA.
Level of Compensation
Attachment A sets forth the amount and terms of the anticipated payments to be made to you for the Services contemplated in this Services Agreement. We will periodically review our relationship with you throughout the year and reserve the right to, in our sole discretion, modify or discontinue such payments. Either of us may terminate the understanding outlined in this letter with 60 days written notice.
In addition to the compensation set forth in Attachment A, we may, as mutually agreed to between you and us, compensate you for certain expenses described in the current prospectuses and/or statements of additional information of the Franklin Xxxxxxxxx Funds to the extent permitted under applicable law.
Limitations
Notwithstanding anything in this Services Agreement to the contrary, we shall not be obligated to and shall not pay you any fee for your Services that for any twelve month period exceeds the limits set forth in each Fund’s then current prospectus or is prohibited by applicable law or regulation. Payments made under this Services Agreement may be in addition to any payments made to you or your affiliates pursuant to any master shareholder services agreement or similar agreement you or your affiliates may enter into from time to time with the Franklin Xxxxxxxxx Funds’ transfer agent. Except as set forth in the preceding sentence, any assets that are included in the calculation of compensation to be paid to you under this Services Agreement, and the current year sales of such assets, will be excluded from the calculation of any marketing support or service payments to be made to you or your affiliates pursuant to any other agreement or arrangement.
No Directed Brokerage
No portfolio securities transactions of the Franklin Xxxxxxxxx Funds, or commissions in connection therewith, shall be directed to you by the Funds or by us or any of our affiliates in connection with any payments to be made pursuant to this letter. You agree not to accept such brokerage or commissions in exchange for promoting or selling shares of the Franklin Xxxxxxxxx Funds.
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No Special Arrangements
Each party hereto acknowledges that the other party may enter into similar arrangements with other parties and that such arrangements may be on the same or different terms as those contained in this Services Agreement.
* * * * *
We are pleased that we will be working together and look forward to a mutually beneficial relationship with you. Please acknowledge acceptance of this letter in the space provided below and return a signed copy at your earliest convenience.
Very truly yours,
Xxxxx X. Xxxxx
President
Franklin Xxxxxxxxx Distributors Inc.
| Accepted: |
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Dated: 10/18/2012 | ||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Title: | AVP, IMG External Funds | |||||
| Management Operations |
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Attachment A
Franklin Xxxxxxxxx Distributors, Inc., agrees to pay you a quarterly asset fee at the annual rate of [**] % ([**] basis points) of total assets in Franklin Xxxxxxxxx equity or fixed income mutual funds held by the Plans (based on average quarterly net assets calculated as of the last day of the relevant quarter and the last day of the previous quarter) for 401(k) Plans established on or after September 1, 2012. All Franklin Xxxxxxxxx Class A, R, Advisor and Z share funds, with the exception of money market funds, are included under this Services Agreement.
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| CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. | ||
| February 12, 2020
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| Nationwide Financial Services, Inc. Xxx Xxxxxxxxxx Xxxxx Xxxxxxxx, XX 00000-0000 | ||
| Attn: | Xxxxxx Xxxxxx, AVP, IMG External Funds |
| RE: | Amendment to Services Agreement – Retirement Plan Service Provider |
This amendment sets forth the revised amount and terms of the anticipated payments to be made to Nationwide Financial Services, Inc. (“you”), for certain administrative support services that you will be providing to Franklin Xxxxxxxxx Distributors, Inc. (“we” or “us”). “Attachment A” of the current Services Agreement-Retirement Plan Service Provider, dated October 18, 2012, between you and us, is hereby deleted in its entirety and replaced with the “Attachment A” attached hereto. The remaining terms of our arrangement will continue in full force and effect.
We are pleased that our firms will be continuing to work together and look forward to an ongoing mutually beneficial relationship with your firm. You may acknowledge acceptance of this letter in the space provided below and returning a signed copy.
Very truly yours,
Xxxxxx X. X’Xxxx
President
Franklin Xxxxxxxxx Distributors, Inc.
Nationwide Financial Services, Inc.
| Accepted: |
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Dated: 2/12/2020 | ||||
| Printed Name: | Xxxxxx X. Xxxxxx | |||||
| VP, Strategic Partnerships |
Attachment A
Effective January 1, 2020, we agree to pay you a quarterly asset fee at the annual rate of [**] ([**] basis points) of total assets in Franklin Xxxxxxxxx equity or fixed income Funds held by the Plans (based on average quarterly net assets calculated as of the last day of the relevant quarter and the last day of the previous quarter) for 401(k) Plans established on or after September 1, 2012.
All Class A, R, Z and Advisor shares of Franklin Xxxxxxxxx Funds and TIF Foreign Smaller Companies Series are included under this Agreement. All Franklin Xxxxxxxxx money market funds and collective investment trusts, other institutional Franklin Xxxxxxxxx Funds, and Class R6 shares of Franklin Xxxxxxxxx Funds are excluded under this Agreement.
For the avoidance of doubt, no payments will be owed to you for amounts less than zero, whether due to participant redemptions, market depreciation or otherwise.
| CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. | ||
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April 22, 2020
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| Nationwide Financial Services, Inc. Xxx Xxxxxxxxxx Xxxxx Xxxxxxxx, XX 00000-0000 | ||
| Attn: | Xxxxxx X. Xxxxxxxx, VP, Head of Fund Operations (IMG) |
| RE: | Second Amendment to Services Agreement – Retirement Plan Service Provider |
This amendment sets forth the revised amount and terms of the anticipated payments to be made to Nationwide Financial Services, Inc. (“you”), for certain administrative support services that you will be providing to Franklin Xxxxxxxxx Distributors, Inc. (“we” or “us”). “Attachment A” of the current Services Agreement-Retirement Plan Service Provider, dated October 18, 2012 and amended from time to time, between you and us, is hereby deleted in its entirety and replaced with the “Attachment A” attached hereto. The remaining terms of our arrangement will continue in full force and effect.
We are pleased that our firms will be continuing to work together and look forward to an ongoing mutually beneficial relationship with your firm. You may acknowledge acceptance of this letter in the space provided below and returning a signed copy.
Very truly yours,
Xxxxxx X. X’Xxxx
President
Franklin Xxxxxxxxx Distributors, Inc.
| Nationwide Financial Services, Inc. | ||||||
| Accepted: |
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Dated: | ||||
| Printed Name: | Xxxxxx X. Xxxxxxxx | |||||
| VP, Head of Fund Operations (IMG) | ||||||
Attachment A
Effective January 1, 2020, we agree to pay you a quarterly asset fee at the annual rate of [**] ([**] basis points) of total assets in Franklin Xxxxxxxxx equity or fixed income Funds held by the Plans (based on average quarterly net assets calculated as of the last day of the relevant quarter and the last day of the previous quarter) for 401(k) Plans established on or after September 1, 2012.
All Class A, A1, R, Z and Advisor shares of Franklin Xxxxxxxxx Funds and TIF Foreign Smaller Companies Series are included under this Agreement. All Franklin Xxxxxxxxx money market funds and collective investment trusts, other institutional Franklin Xxxxxxxxx Funds, and Class R6 shares of Franklin Xxxxxxxxx Funds are excluded under this Agreement.
For the avoidance of doubt, no payments will be owed to you for amounts less than zero, whether due to participant redemptions, market depreciation or otherwise.
