ADMINISTRATIVE SERVICES AGREEMENT
Ladies
and Gentlemen:
This
will
confirm the terms of our agreement (the “Administrative Services Agreement”)
dated as of December 31,2002 by and between Lord Xxxxxx Series Fund,
Inc. (the “Fund”), on its behalf and on behalf of each separate investment
series thereof, whether existing as of the date above or established subsequent
thereto, and Nationwide Life Insurance
Company (“NLIC”) and Nationwide Life and Annuity Insurance Company (“NLAIC,” and
collectively referred to herein with NLIC as the “Insurance Company”) with
respect to the Insurance Company’s provision of certain administrative services
with respect to the Variable Contract Class of shares of the Fund (the
“Shares”).
1. Compensation
and Services to be Performed.
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(a)
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The
Fund will pay the Insurance Company a fee (the “Administrative Services
Payment”) for its services in connection administrative support functions
it performs for its customers (“Contract Owners”) purchasing Shares
indirectly through their purchases of contracts (“Variable Contracts”)
issued by one or more variable insurance separate accounts of the
Insurance Company (the “Separate Accounts”). The Administrative
Services Payment will be calculated daily and paid monthly at the
annual
rate of [X.XX%] of the average daily net asset value of the respective
Shares held by the Separate Accounts. For purposes of
calculating the fee payable to the Insurance Company, the average
daily
net asset value of the Shares will be calculated in accordance with
the
procedure set forth in the Fund’s current Prospectus and Statement of
Additional Information.
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(b)
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The
administrative support services to be furnished by the Insurance
Company
relate to tasks incident to the relationship between the Separate
Accounts
and the Fund, including maintenance of the books and records for
the
Variable Contracts investing in Shares, and tasks related to the
placing
of purchase and redemption orders on behalf of the Contract
Owners. Maintenance of books and records includes: (i)
recording the issuance and transfer (via net purchase orders) of
Shares,
and (ii) the process of reconciling and balancing the Separate Accounts
at
the portfolio level on the Fund’s transfer agent’s books to the Separate
Accounts’ general ledgers maintained by the Insurance Company and with the
detail of each Contract Owner’s account. Purchase and
redemption order functions include: (i) determination of amounts
available
for investment in the Fund; (ii) the wiring of the monies to the
Fund; and
(iii) communicating to the Fund (or its agent) the estimated amount
required to pay dividends or distributions to Contract
Owners. In addition, the Insurance Company may provide such
other similar services as the Fund may reasonably request from time
to
time to the extent the Insurance Company is permitted to do so under
federal and state statutes, rules and
regulations.
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(c)
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In
connection with this Administrative Services Agreement, the Insurance
Company shall be deemed to be an independent contractor, and shall
have no
authority to act as agent for the Fund in any matter. Neither
the Insurance Company nor any of its directors, officers, partners,
employees or agents are authorized to make or furnish any representations
concerning the Fund or the Shares, except for those representations
set
forth in the Fund’s current Prospectus and Statement of Additional
Information, or as set forth in such supplemental literature as may
be
authorized by the Fund in writing.
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(d)
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The
parties hereto agree that the Administrative Services Payment to
Insurance
Company under this Section 1 is for administrative services only
and does
not constitute payment in any manner for distribution
services.
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(e)
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The
Insurance Company may hire or make arrangements for subcontractors,
agents
or affiliates to perform the services set forth in this
Agreement. Insurance Company shall provide the Fund with
written notice of the names of any subcontractors, agents or affiliates
Insurance Company hires or arranges to perform such services, and
any
specific operational requirements that arise as a result of such
arrangement. Insurance Company agrees that it is and will be responsible
for the acts and omissions of its subcontractors, affiliates, and
agents
and that the indemnification provided by Insurance Company in Section
6 of
this Agreement shall be deemed to cover the acts and omissions of
such
subcontractors, affiliates, and agents to the same extent as if they
were
the acts or omissions of Insurance
Company
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2. Term
of the Agreement.
The
Administrative Services Agreement will have an initial term of one year and
shall renew automatically for successive one year terms unless terminated at
any
time, without penalty, by the Fund or by the Insurance Company upon no less
than
ninety (90) days advance written notice to the other party.
3. Amendment
and Assignment.
The
Administrative Services Agreement may be amended from time to time by agreement
of the Insurance Company and the Fund. The Administrative Services
Agreement is non-assignable.
4. Representations
of the Insurance Company.
(a)
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The
Insurance Company represents to the Fund that any compensation payable
to
the Insurance Company in connection with the investment of its Separate
Accounts’ assets in the Fund, including the compensation payable hereunder
and any additional fees the Insurance Company may directly assess
in
connection with a Variable Contract investment, (i) will be disclosed
by
the Insurance Company to the Contract Owners in the prospectuses
for the
Separate Accounts, (ii) will not result in an excessive fee to the
Insurance Company under any provision of law, including, without
limitation, NASD Conduct Rules.
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(b)
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The
Insurance Company represents and warrants that the Administrative
Services
Payment paid to Insurance Company pursuant to Section 1 is solely
in
exchange for the administrative services outline in Section 1 and
will not
be used or accepted in whole or in part for distribution
services.
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5. Written
Reports.
The
Insurance Company will provide the Fund with such information as the Fund may
reasonably request and will cooperate with and assist the Fund in the
preparation or reports, if any, to be furnished to its Board of Directors
concerning the Service Agreement and any fees or compensation paid or payable
pursuant hereto, in addition to any other reports or filings that may be
required by law.
6. Indemnification.
(a)
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Insurance
Company agrees to release, indemnify and hold harmless the Fund from
and
against any and all liabilities or losses directly resulting from
any
action or inaction by the Insurance Company, its directors, officers,
partners, employees or agents regarding the Insurance Company’s
responsibilities under this
Agreement.
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(b)
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Fund
agrees to release, indemnify and hold harmless the Insurance Company
from
and against any and all liabilities or losses directly resulting
from any
action or inaction by the Fund, its directors, officers, partners,
employees or agents or affiliates regarding the Fund’s responsibilities
under this Agreement.
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(c)
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The
parties agree that the indemnification provisions of this Agreement
shall
not limit or restrict a party’s rights to seek indemnification under a
separate agreement between the
parties.
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7. Governing
Law.
The
Administrative Services Agreement shall be construed in accordance with the
laws
of the State of New York.
* * *
If
the terms and conditions set forth
above are in accordance with your understanding, kindly indicate your acceptance
of the Administrative Services Agreement by signing it in the place provided
below and returning an executed copy of the Administrative Services Agreement
to
the Fund.
Lord
Xxxxxx Series Fund, Inc.
By:
____________________________
Name: Xxxxxxxx
X. Xxxxxx
Title:
Vice President & Assistant Secretary
Accepted
and Agreed:
Insurance
Company:
Nationwide
Life Insurance Company
By:
____________________________
Name:
Xxxxxxx X. Xxxxxx, Xx.
Title:
Vice President- Investment Management Relations
Address:
Xxx Xxxxxxxxxx Xxxxx, 0-00-00
Xxxxxxxx,
Xxxx 00000
Nationwide
Life and annuity Insurance Company
By:
____________________________
Name:
Xxxxxxx X. Xxxxxx, Xx.
Title:
Vice President- Investment Management Relations
Address:
Xxx Xxxxxxxxxx Xxxxx, 0-00-00
Xxxxxxxx,
Xxxx 00000
With
a Copy To:
Securities
Counsel
Xxx
Xxxxxxxxxx Xxxxx, 0-00-X0
Xxxxxxxx,
Xxxx 00000