ITEM 24(b)(3) EXHIBITS
UNDERWRITING OR DISTRIBUTION OF CONTRACTS BETWEEN THE DEPOSITOR AND
PRINCIPAL UNDERWRITER
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into effective the 15 day of December 2001, by and
between Nationwide Life Insurance Company (collectively referred to hereinafter
"NWL") and Federated Securities Corp. (hereinafter "Federated");
WHEREAS, NWL agrees to develop, issue, underwrite, and administer variable
annuity contracts, (identified in Appendix A attached hereto and collectively,
referred to hereinafter as "the products"); and
WHEREAS, Federated supports the agreement of NWL to develop, issue and
administer the aforementioned annuity products and agrees to provide national
distribution services in connection with the products listed in Appendix A
attached; and
WHEREAS, NWL supports the agreement by Federated to provide national
distribution services in connection with the products.
NOW, THEREFORE, in consideration of the promises, covenants and undertakings
contemplated herein, NWL and Federated agree as follows:
A. DEVELOPMENT AND ADMINISTRATION OF PRODUCTS
1. Designation of Product Administrator
NWL is hereby designated Product Administrator for
the products referred to above and described in the
attached Appendix A.
2. Duties of NWL
NWL will perform in a proper and timely manner, those
functions enumerated on the terms in the "Analysis of
Administrative Functions," which is attached hereto
as EXHIBIT A, and incorporated herein by reference.
3. Designation of Managing Distributor
Federated is hereby designated the exclusive Managing
Distributor for the products referred to above and
described in the attached Appendix A.
4. Duties of Federated
Federated will perform in a proper and timely manner,
those functions described in the "Analysis of
Administrative Functions," which is attached hereto
as EXHIBIT A, and incorporated herein by reference.
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5. Product Development
NWL shall develop the products for distribution by
Federated and organizations Federated may designate
for participation. The products shall have the
features set forth in Appendix A and such other
features as are mutually agreed to by NWL and
Federated.
RELATIONSHIP AND WHOLESALER SUPPORT
NWL will assign one person to coordinate NWL's relationship
with Federated and otherwise to be the primary contact person
for Federated during the term of this agreement. NWL will
provide training support for Federated and its wholesalers;
however, NWL will not furnish direct wholesaling services in
connection with insurance products underwritten by NWL and
contemplated in this agreement ("NWL/Federated Products"). NWL
and Federated agree to cooperate in the marketing and
distribution of the NWL/Federated Products. Such cooperation
shall include, but not be limited to, the introduction of
Federated wholesalers to retailing firms (broker-dealers)
having an established relationship with NWL for the purpose of
promoting the sale of NWL/Federated Products. NWL agrees to
use its best efforts in supporting Federated's wholesaling
efforts in connection with the NWL/Federated Insurance
Products and will not unreasonably withhold such support for
any reason. Nothing contained in this agreement, however,
shall be construed to require NWL or any of its affiliate
companies, to refrain from marketing insurance and annuities
of any kind through retailing firms with which NWL has an
established relationship, or with which NWL may prospectively
develop such a relationship. To the extent, however, that
prospective relationships are established between NWL and
retailing firms with which NWL has no current relationship,
and the establishment of such new relationship is attributable
primarily to the intent demonstrated by the retailing firm to
distribute the NWL/Federated products, NWL agrees to refrain
from attempting to introduce its other insurance products (or
those of its affiliates) to such retailing firms without the
written consent of Federated. NWL may, however, pursue the
development of prospective relationships with retailing firms
independently of Federated.
In the event that prospective relationships are established
between NWL and retailing clients of Federated, NWL will
ensure that products covered in Appendix A offer favorable
product differentiation or equality with regards to terms,
features, fees, and pricing compared to those provided by
Nationwide in conjunction with any other "single manager"
product (defined as having greater than 50% of total
investment options or assets managed by a single investment
management complex). For insurance or investment products not
covered in Appendix A, Nationwide will grant Federated the
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option to develop competing products with comparable or
favorable features, pricing and terms.
Not withstanding the foregoing, NWL agrees to refrain from any
attempt to promote or market any non-NWL/Federated Product
through retailing firm Xxxxxx Xxxxx for the term of this
Agreement; provided, however, that this undertaking by NWL may
be waived by the written consent of Federated.
Federated will be designated as an NWL "Platinum Partner" and,
as such, NWL will develop an appropriately-staffed dedicated
servicing team that works exclusively on the Federated
account. NWL will provide sufficient resources to fulfill
mutually agreed upon product feature, support and service
level standards.
C. MARKETING COORDINATION AND SALES ADMINISTRATION
1. Distribution of Products
Federated shall be the exclusive Managing Distributor
for the products developed and marketed pursuant to
this Agreement. The products will be distributed only
through duly qualified and registered representatives
of appropriately contracted selling Dealers. By
mutual agreement, sales or solicitations of the
products may be proscribed with regard to certain
market groups.
2. Appointment and Termination of Agents
Appointment and termination of agents with NWL shall
be processed and executed by NWL. NWL shall promptly
license registered representatives of Federated and
its Dealers in accordance with requests received from
Federated. NWL will pay the fees in connection with
the initial and renewal appointments with NWL of
registered representatives of Federated. NWL shall
pay the fees in connection with the initial and
renewal appointments with NWL for registered
representatives of Xxxxxx Xxxxx in a manner deemed to
be acceptable by Xxxxxx Xxxxx' senior management. NWL
will pay the fees in connection with the initial
appointments with NWL of registered representatives
of other Dealers. NWL shall pay the fees in
connection with the renewal of such appointments for
all registered representatives conducting business
with NWL who, during the twelve (12) months
immediately prior to such renewal, had sales of
products hereunder with a cumulative premium of
$25,000. No
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appointment is effective with respect to any
jurisdiction where an appointed agent may not
lawfully solicit applications for the products.
3. Advertising
Federated shall not print, publish or distribute any
advertisement, circular or any document relating to
the products distributed pursuant to this Agreement
or relating to NWL unless such advertisement,
circular or document shall have been approved in
writing by NWL, which approval shall not be
unreasonably withheld and shall be given as promptly
as possible within a reasonable period of time.
Neither NWL nor any of its affiliates shall print,
publish or distribute any advertisement, circular or
any document relating to the products distributed
pursuant to this Agreement or relating to Federated
unless such advertisement, circular or document shall
have been approved in writing by Federated, which
approval shall not be unreasonably withheld and shall
be given as promptly as possible within a reasonable
period of time. However, nothing herein shall
prohibit any person from advertising the products in
general or on a generic basis.
4. Marketing Conduct
The parties will jointly develop standards, practices
and procedures respecting the marketing of the
products covered by this Agreement. Such standards,
practices and procedures are intended to help NWL
meet its obligations as an issuer under the
securities laws and to assure compliance with state
insurance laws, and to help Federated meet its
obligations under the securities laws as National
Distributor. These standards, practices and
procedures are subject to continuing review and
neither NWL nor Federated will object unreasonably to
changes to such standards, practices and procedures
recommended by the other to comply with the intent of
this provision.
5. Sales Material and Other Documents
a. Sales Material
1) Federated shall develop and prepare
all promotional material to be used
in the distribution of the
products, in consultation with NWL.
2) Federated is responsible for the
printing of such promotional
material.
3) Federated is responsible for the
expense of providing such
promotional material.
4) NWL is responsible for filing and
obtaining any approval of
promotional material by state
insurance regulators, where
required.
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5) Federated is responsible for the
filing of all appropriate
promotional material with federal
securities regulators and
self-regulatory organizations where
required.
6) All promotional material relating
to the products shall be subject to
prior written approval by Federated
and NWL.
7) Federated and NWL agree to abide by
the Advertising and Sales Promotion
Material Guidelines, attached
hereto as EXHIBIT B, and
incorporated herein by reference.
b. Prospectuses
1) NWL represents that the Contracts
and Policies for the products,
(collectively referred to
hereinafter as "the Contracts"),
are or shall be properly registered
under the 1933 Act and/or the 1940
Act and agrees that the
registration statements under the
1933 Act and/or the 1940 Act for
the Contracts will remain in full
force and effect for the duration
of this Agreement. If any state
should amend its current securities
laws to require registration of
insurance contracts, then NWL will
comply with the amended state law.
2) NWL shall be responsible for
printing the product prospectuses
and the underlying mutual fund
prospectuses as a combined
document. The total expense for
such printing shall be borne by
NWL; The Federated Insurance Series
Trust and NWL shall share equally
that portion of total printing
expenses relating to the underlying
fund prospectuses produced for
soliciting prospective
policyholders (Promotional
Material); The Federated Insurance
Series Trust shall bear that
portion of total printing expenses
relating to the underlying fund
prospectuses required to be
distributed to policyholders by
applicable law (Shareholder); and
The Federated Insurance Series
Trust shall bear all of that
portion of the combined
prospectuses which represent
promotional material developed by
Federated.
3) NWL will provide Federated at least
two complete copies of all
registration statements,
prospectuses, statements of
additional information, reports and
other promotional materials,
applications of exemption, requests
for no action letters, and all
amendments to any of the above,
that relate to the Contracts or a
Variable Account, as soon as is
reasonably
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practicable, but in no event later
than contemporaneously with the
filing of such document with the
SEC.
4) NWL, during the term of this
Agreement, will immediately notify
Federated of the following:
a. When the Registration
Statement for any Contract
has become effective or
when any amendment with
respect to the
Registration Statement
thereafter becomes
effective;
b. Any request by the SEC for
any amendments or
supplements to the
Registration Statement for
any Contract or any
request for additional
information that must be
provided by General Agent;
and
c. The issuance by the SEC of
any stop order with
respect to the
Registration Statement for
any Contract or any
amendments thereto or the
initiation of any
proceedings for that
purpose or for any other
purpose relating to the
registration and/or
offering of the Contracts.
c. Contracts, Applications and Related Forms
1) NWL is responsible for the design
of product applications, contracts
and related service forms in
consultation with Federated.
2) NWL is responsible for the printing
of adequate supplies of product
applications, contracts and related
service forms;
3) NWL will, during the term of this
Agreement, immediately notify
Federated of the following:
a. The states or
jurisdictions where
approval of the product
contract forms is required
under applicable insurance
laws and regulations, and
whether and when such
approvals have been
obtained; and
b. The states or
jurisdictions where any
product contract form may
not lawfully be sold.
c. The states or
jurisdictions where any
product contract filing
has been made, but
approval is pending, where
NWL intends to use its
best efforts to continue
to pursue jurisdictional
contract product approval.
4) NWL is responsible for the design
and printing of service forms which
the parties jointly determine to be
necessary.
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5) NWL is responsible for supplying
adequate quantities of service
forms and will arrange for delivery
of such forms in bulk to any
location designated by Federated.
6. Appointment of Agents
a. Federated will assist NWL in facilitating the
appointment of agents by NWL.
b. NWL will forward all appointment forms and
applications to the appropriate states and maintain
all contacts with the states.
c. NWL will maintain appointment files on Agents, and
Federated will have access to such files as needed.
7. Licensing and Appointment Guide
a. NWL is responsible for the preparation of a Licensing
and Appointment Guide which will set forth the
requirements for licensing and appointment. NWL will
distribute such Guide to Federated in such quantities
as Federated may reasonably require.
b. NWL is responsible for providing Federated with
periodic updates of the Licensing and Appointment
Guide in such quantities as Federated may reasonably
require.
8. Other
a. Production Reports
NWL will provide production reports and data feeds to
Federated. The content and form of such reports shall
be agreed upon at a later date by the parties.
b. Complaint Handling
NWL and Federated will notify each other of all
material pertinent inquiries and complaints from
whatever source and to whomever directed and will
consult with each other in responding to such
inquiries and complaints. "Material pertinent
inquiries" refer to formal complaints or inquiries
registered by any federal, state or self-regulatory
body, or formal written complaints submitted by
customers which, in the reasonable discretion of the
party receiving the complaint or inquiry, would be of
material interest and consequence to the
non-receiving party.
F. GENERAL PROVISIONS
1. Waiver
Failure of NWL or Federated to insist upon strict
compliance with any of the conditions of this
Agreement shall not be construed as a waiver of any
of the conditions, but the same shall remain in full
force and effect. No waiver of any
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of the provisions of this Agreement shall be deemed,
or shall constitute a waiver of any other provisions,
whether or not similar, nor shall any waiver
constitute a continuing waiver.
2. Limitations
Neither party shall have authority on behalf of the
other to make, alter or discharge any contractual
terms of the products, to waive any forfeiture; nor
to extend the time of making any contributions to the
products; nor to guarantee dividends; nor alter the
forms which either may prescribe; nor substitute
other forms in place of those prescribed by the
other. Neither NWL nor Federated, nor any of their
respective affiliates or agents will engage in a
systematic program which seeks to cause the exchange
of issued contracts for other forms of annuity
contracts. This does not preclude the isolated
incidental exchanges of issued contracts for other
annuity contracts that occur in the ordinary course
of business. This provision shall survive the
Termination of this Agreement.
3. Binding Effect
This Agreement shall be binding on and shall inure to
the benefit of the parties to it and their respective
successors and assigns, provided that neither party
shall assign or sub-contract this Agreement or any
rights or obligations hereunder without the prior
written consent of the other.
4. Indemnifications
a. NWL agrees to indemnify and hold Federated
harmless from any and all losses, claims,
damages, liabilities or expenses to which
Federated may become subject under any
statute, regulation, at common law or
otherwise, insofar as such losses, claims,
damages, liabilities or expenses relate
directly to the sale of the products
identified in the Appendix to this Agreement
and arise as a direct consequence of:
1) any material misrepresentation or
omission, or alleged material
misrepresentation or omission,
contained in the registration
statements, prospectuses, sales
literature or contracts for the
annuity products, provided that
such misrepresentations or
omissions are not attributable to
any failure by Federated, whether
negligent or intentional, to
provide accurate information, on a
timely basis, necessary for
inclusion in the annuity product
registration statements,
prospectuses or contracts;
2) any failure by NWL or its
employees, whether negligent or
intentional, to perform the duties
and discharge the obligations
contemplated in this Agreement; and
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3) any fraudulent, unauthorized or
wrongful act or omission by NWL or
its employees.
b. Federated agrees to indemnify and hold NWL
harmless from any and all losses, claims,
damages, liabilities or expenses to which
NWL may become subject under any statute,
regulation, at common law or otherwise,
insofar as such losses, claims, damages,
liabilities or expenses relate directly to
the sale of the products identified in the
Appendix to this Agreement, and arise as a
direct consequence of:
1) any material misrepresentation or
omission, or alleged material
misrepresentation or omission,
contained in the sales literature
developed by Federated for the
products, or the registration
statement and prospectus for the
mutual fund investment options
serving as the underlying
investment media for the annuity
products, provided that such
misrepresentations or omissions are
not attributable to any failure by
NWL, whether negligent or
intentional, to provide accurate
information, on a timely basis,
necessary for inclusion in the
sales literature or mutual fund
registration statement or
prospectus.
2) any failure by Federated, its
employees or registered
representatives, to perform the
duties and discharge the
obligations contemplated in this
Agreement; and
3) any fraudulent, unauthorized or
wrongful acts or omissions by
Federated, its employees and
registered representatives.
c. Neither NWL nor Federated shall be liable,
as the indemnifying party pursuant to
subparagraphs a. and b. of this paragraph 4
(of section F), if the losses, claims,
damages, liabilities or legal expenses
incurred by the indemnified party arise out
of the indemnified party's willful
misfeasance, bad faith, or gross negligence
in the performance of its duties, or through
the reckless disregard of its duties under
this Agreement.
d. NWL and Federated will promptly notify each
other of the commencement of any litigation
or proceedings, or the assertion of any
claim or any material pertinent inquiries as
described in this Agreement.
5. Notices
All notices, requests, demands and other
communication under this Agreement shall be in
writing and shall be deemed to have been given on the
date of service if served personally on the party to
whom notice is to be given, or on the date of
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mailing if sent by First Class Mail, Registered or
Certified, postage prepaid and properly addressed as
follows:
TO NWL:
Nationwide Life Insurance Company
Xxxxxxx X. Xxxxx
Senior Vice-President, Nationwide Life
Insurance Company
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
TO Federated:
Federated Securities Corp.
Attn: Xxxxxx Xxxxxxx
Senior Vice President
0000Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
6. Governing Law
This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of
Pennsylvania.
7. Confidentiality
Any information, documents and materials, whether
printed or oral, furnished by either party or its
agents or employees to the other shall be held in
confidence. Except under lawful authority, no such
information shall be given to any third party without
the express written consent of the other party.
G. TERM OF AGREEMENT
This Agreement shall remain in full force and effect for a
period of three (3) years from its effective date herein until
terminated, and may be amended or extended beyond its current
term only by mutual agreement of the parties, in writing. Any
decision by either party to cease issuance or distribution of
any specific product contemplated under this Agreement shall
not effect a termination of the Agreement unless mutually
agreed upon.
H. TERMINATION
1. Either party may terminate this Agreement for cause
at any time, with or without written notice to the
other, if the other knowingly and willfully (a)
materially fails to comply with the laws or
regulations of any state or governmental agency or
body having jurisdiction over the sale of insurance
or securities, (b) misappropriates any money or
property belonging to the other, (c) subjects the
other to any material actual or potential liability
due to misfeasance,
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malfeasance, or nonfeasance, (d) commits any fraud
upon the other, (e) has an assignment for the benefit
of creditors, (f) incurs bankruptcy, or (g) commits a
material breach of this Agreement.
2. Either party may terminate this Agreement after the
expiration of its three (3) year term and any
extension thereof, without regard to cause, upon
twelve (12) months prior written notice.
3. In the event of termination of this Agreement, NWL
and Federated will each use their "best efforts," as
defined below, to preserve in force the business
relating to the products issued pursuant to this
Agreement.
"Best efforts" with respect to Federated
shall mean that Federated shall endeavor to
ensure that the various Dealers' sales
representatives appointed by NWL shall not
recommend to an owner of a product that the
product be exchanged for a non-NWL policy
unless there are reasonable grounds that the
exchange of the product is suitable for the
product owner, with both Federated and NWL
acknowledging the limitations on Federated's
ability to do so due to the independent
contractor status of its sales distribution
representatives. "Best efforts" with respect
to each party shall include, but not be
limited to, efforts to develop new product
features, contractual benefits and
administrative and service enhancements
which, if economically feasible, may be
introduced to owners of the products,
thereby discouraging the surrender,
cancellation, exchange or transfer of the
products identified in Appendix A.
4. Following the termination of this Agreement,
Federated will have the ability to select a
replacement insurance company for the purposes of
developing and marketing a proprietary variable
annuity product or products that offer Federated
portfolios. The provisions and representations of
this Section H herein shall survive the Termination
of this Agreement.
IN WITNESS WHEREOF, the parties hereto execute this Agreement effective as of
this 15 day of December, 2001.
NATIONWIDE LIFE INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Title Sr VP-Sales-Financial Services
---------------------------------------
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FEDERATED SECURITIES CORP.
By /s/ Xxxxx X. Xxxx
---------------------------------------
Xx. Xxxxx X. Xxxx, President
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APPENDIX A
Exclusively refers to the following products:
A share variable annuity to be named - [To be filed in the following states]
B share variable annuity to be named - [To be filed in the following states]
This APPENDIX may be amended from time to time with the addition of certain
other variable annuity or variable insurance products.
* Actual form numbers to be used in certain states may have different
identifying suffixes, which reflect certain unique characteristics of
the contract mandated by the particular state insurance authority.
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EXHIBIT A
Administration Services/Distribution Agreement
Analysis of Functions and Responsibilities
A. Administration and Customer Service
NWL Federated
- Reviews the completed application. - Federated shall continue to be a member in good
Applies underwriting/issue criteria to standing of the NASD. Federated shall promptly
application. notify NWL in the event that it should become
aware that any selling Dealer should in any way
become disqualified with the NASD or any state
securities regulatory authority or should
materially fail to adhere to supervisory
standards in connection with the sale of the
products established jointly by NWL and
Federated.
- Relays portfolio and product
information to appropriate third party
reporting services (i.e., Morningstar,
VARDs, Hy Sales).
- Notifies agent and/or customer of any
error or missing data necessary to
underwrite application and establish
Contract Owner records.
- Receives and processes all - Accommodates customer service function by
Policyholder service requests, providing any supporting information or
including but not limited to documentation which may be in the control of
informational requests, beneficiary Federated.
changes, payments/deposits, and
transfers of contract value between
eligible investment options.
- Receives and processes surrenders,
loans, death claims in accordance
with established guidelines.
- Prepares checks for surrenders, loans,
death claims and forwards to payee.
Prepares and mails confirmation
statement of disbursement to Contract
Owner/Beneficiary, with copy to agent.
- Maintains daily records of all changes
made to Contract Owner accounts
and values those accounts daily.
- Researches and responds to all - Researches and responds to customer/broker
customer/broker policy inquiries. inquiries regarding fund performance and
distribution practices.
- Maintains all required policyholder
records in compliance with
regulatory retention requirements.
- Prints, provides all forms ancillary
to contract/policy issue.
- Maintain adequate number of toll-free
lines to service customer/broker
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NWL Federated
policy inquiries.
- Maintains a 24 hour "voice response"
system for unit values and contract values
and other applications as developed.
- Provides response information for - Immediately communicates complaints (formal
complaints or inquiries from state written complaints and all inquires or
insurance departments, the SEC, and complaints from any federal or state regulatory
other outside agencies. body) received by Federated and assists in
resolution.
- Provides payout quotes information for
customers.
- Maintains 1035 and transfer support. - Communicates responsibilities to producers and
supports the process as appropriate.
- Provides several daily outbound data
feeds on existing contracts, including
registration, transaction, unit
values, and production history files
in lieu of paper delivery of producer
confirmation, quarterly statements,
and commission statements.
B. Banking
NWL Federated
- Balances, edits, endorses and prepares
daily deposit.
- Places deposits in depository account.
- Prepares daily cash journal summary reports.
C. Proxy Processing
This section is governed by the fund participation agreement which has been
entered into (or will be entered into) by NWL and The Federated Insurance Series
Trust -- such agreement is hereby incorporated by reference into this Agreement.
D. Insurance Licensing and Commissions
NWL Federated
- Establishes and maintains General Agent - Federated will cooperate with NWL in the
Agreements with producer firms. corporate licensing and agent appointment
process with the producer firms.
- Verifies, supports and facilitates the - Other than below, payment of producer
process of establishing state corporate renewal fees are the responsibility of the
licenses for producer firms. This does not producer firm
include actual form filings or payment of
fees.
- Receives, establishes, processes, maintains
agent appointment records. Pays for initial
appointments with NWL for Federated
wholesalers and Federated introduced Dealer
firms' representatives. Pays for
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NWL Federated
renewal appointments with NWL for
Federated wholesalers, representatives of
Xxxxxx Xxxxx, and representatives of
Dealers whose cumulative gross commissions
in Nationwide products exceed $25,000.
- In a few select key client firms, NWL will
pay for all appointments,
initial and renewal licensing expenses.
- Ascertains, on receipt of applications, - Federated will be responsible for the
whether writing agent is appropriately licenses of Federated wholesalers and
licensed and appointed. sales support personnel (NWL will be
responsible for appointments).
- Pays commissions and assesses
chargebacks to the General Agents in
accordance with agreements relating
to same.
E. Premium Taxes
NWL
- Collects, pays and accounts for
premium taxes as appropriate.
- Prepares and maintains all premium tax
records by state.
- Maintains liabilities in General Account
ledger for accrual of premium
taxes collected.
- Integrates all company premium taxes
due and performs related
accounting.
F. Regulatory and Other Reporting
NWL Federated Insurance Series Trust
- Prepares and files all contracts and - Prepares and files registrations as
registrations required by SEC and state required by the SEC relative to the mutual
insurance departments as related to the fund investments.
annuity product.
- Coordinates and prints (on a timely basis) - Provides completed, annuity prospectuses
the product prospectuses and the mutual fund on computer diskette or in camera ready
prospectus in a single document and pays 50% form and pays 50% of the underlying fund
of the underlying fund prospectus for prospectus for prospective promotional
promotional purposes. purposes, and pays 100% of prospectus cost
for requisite Shareholder purposes.
- Prepares and files Separate Account
Semi-Annual and Annual Statements.
- Prepares and mails the appropriate,
required IRS reports at the
Contract Owner level. Files same
with required regulatory
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agencies.
- Prepares and files N-SAR for the Separate
Account.
- Responsible for all audits related
to the separate account and registration.
- Provides periodic reports in
accordance with Schedule of Reports
to be jointly prepared by NWL and
Federated.
G. Sales and Marketing
NWL Federated
- Supports the Insurance Products wholesaling - Responsible for wholesaling the Insurance
efforts with input and other support as Products to prospective producers,
appropriate. including seminars, one-on-one
presentations, training, and other normal
wholesaling activities.
- Provides input into the Sales and Marketing - Completes a Sales and Marketing plan
plan. Responsible for planning service and annually by a mutually agreed upon date,
administration support to appropriately to include but not limited to premium
support the sales efforts. projections, strategies and other
activities that may generate expenses at
NWL.
- . Participates in joint development of all - Responsible for leading joint development
sales and marketing materials, and files of all sales and marketing materials and
with state insurance authorities as required. for all costs associated with printing,
storing, postage and delivery
- Responsible for filing sales and marketing
material with the NASD as required.
- Provides input and prior approval on - Responsible for development and associated
advertising materials. Files with costs of all advertising developed by
regulatory agencies as required. Federated.
H. Revenue Sharing
NWL Federated
[To be attached] [To be attached]
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EXHIBIT B
ADVERTISING AND SALES PROMOTION
MATERIAL GUIDELINES
In order to assure compliance with state and federal regulatory requirements and
to maintain control over the distribution of promotional materials dealing with
the Products, NWL and Federated require that all variable contract promotional
materials be reviewed and approved by both NWL and Federated prior to their use.
These guidelines are intended to provide appropriate regulatory and distribution
controls.
1. Sufficient lead time must be allowed in the submission of all
promotional material. NWL and Federated shall approve in writing all
promotional material. Such approval shall not be unreasonably withheld
and shall be given as promptly as possible within a reasonable period
of time as agreed.
2. All promotional material will be submitted in "draft" form to permit
any changes or corrections to be made prior to the printing.
3. NWL and Federated will provide each other with details as to each and
every use of all promotional material submitted. Approval for one use
will not constitute approval for any other use. Different standards of
review may apply when the same advertising material is intended for
different uses. The following information will be provided for each
item of promotional material:
a. In what jurisdiction(s) the material will be used.
b. Whether distribution will be for "public" or "dealer only"
use, and whether regulatory filing will be required.
c. How the material will be used (e.g., brochure, mailings, 482
ads, etc.)
d. The projected date of initial use and, if a special promotion,
the projected date of last use.
4. NWL and Federated will advise each other of the date on which any
material is discontinued from use.
5. Any changes to previously approved promotional material must be
resubmitted, following these procedures. When approved material is to
be put to a different use, request for approval of the material for the
new use must be submitted.
6. NWL and Federated will assign a form number to each item of advertising
on each piece of advertising and sales promotional material. It will be
used to aid in necessary filings, and to maintain appropriate controls.
7. NWL and Federated will provide written approval for all material to be
used.
8. Federated will provide NWL with a minimum of 50 copies of all material
in final print form to effect necessary state filings.
9. Federated will coordinate, perform and be responsible for SEC/NASD
filings of sales and promotional material to be used by Federated and
distributors registered representatives.
10. All telephone communication and written correspondence should be
directed to Xxxxx Xxxxxx Compliance Director, NWL, Xxx Xxxxxxxxxx Xxxxx
00X, Xxxxxxxx, XX 00000 (phone (000) 000-0000) and if to Federated, to:
Xx. Xxxxxxxx Xxxxxx, Advertising Compliance Supervisor, Federated
Investors, Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx,
XX, 00000-0000.
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11. As used in this EXHIBIT "B," the phrase "advertising and sales
promotion material" shall include, but not be limited to:
- Customer pieces
- Broker-only pieces
- Sales ideas
- Training materials
- Performance data
- Seminar scripts
- Television and radio advertisements
- Internet and Web based materials
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