AGREEMENT
This
Agreement (the “Agreement”), dated as of the 1st day of
December,
2000, is made by and among Nationwide Financial Services, Inc. (“NFS”) and
XXXXXXX & XXXX, INC. (“W&R”);
WHEREAS,
W&R is the distributor for the Funds set forth on Exhibit A, (the “Funds”)
which may be amended from time to time; and
WHEREAS,
NFS provides services to the owners of certain variable annuity contracts (the
“Contracts”) issued by Nationwide Life Insurance Company (Nationwide”) through
the Nationwide separate account (the “Variable Account”) set forth on Exhibit A
and;
WHEREAS,
the Funds will be included as underlying mutual fund options for the Contracts
issued by Nationwide through the Variable Account pursuant to a Fund
Participation Agreement previously entered into by W&R, the Funds, and
Nationwide (the “Fund Participation Agreement”); and
NOW,
THEREFORE, the Funds will be available for purchase and sale by Variable
Account, subject to the following conditions:
1. NFS
agrees to provide administrative and shareholder services for the Contract
owners/participants of the Variable Account who choose the Funds as underlying
investment options in the Contracts. Such services will include those
described on Exhibit B.
2. NFS
shall not bear any of the expenses for the cost of registration of the Funds’
shares, drafting or typesetting of the Funds’ prospectuses, proxy materials, and
preparation of reports and other related statements and notices required by
law,
except as described on Exhibit B; provided, however, that nothing contained
in
this Agreement shall affect the obligations of any Nationwide company or
affiliate pursuant to any other agreement with W&R.
3. In
consideration for administrative and shareholder services to be provided by
NFS,
or its subsidiaries, to the Contract owner/participants pursuant to this
Agreement, W&R will calculate and pay, or cause one of its affiliates to
pay, and NFS will be entitled to receive from W&R a fee (“Service Fee”) at
an annualized rate equal to XX basis points of the average daily unit value
of
each Fund held by the Variable Account during the period in which they were
earned.
4. The
Service Fees will be paid to NFS by electronic funds transfer as soon as
practicable, but no later than 30 days after the end of the period in which
they
were earned. The Service Fees will be paid on a quarterly
basis. The Service Fee payment will be accompanied or preceded by a
statement showing the calculation of the amounts being paid by W&R for the
relevant period and such other supporting data as may be reasonably requested
by
NFS.
5. The
Service Fee shall be paid either by W&R or one of its affiliates from
general operating funds or administrative services fees, as
applicable.
6. The
Service Fee shall be calculated as an annualized percentage (as described above)
of the average daily unit value of the Funds under the Contracts issued by
the
Variable Account for the applicable period. The average daily unit
value shall be computed by totaling the daily unit values for each Fund for
the
applicable period and dividing it by the number of days in the
period.
7. The
parties agree that a Service Fee will be paid to NFS according to this Agreement
with respect to each Fund as long as shares of such Fund are held by the
Variable Account and NFS continues to provide the services to contract owners
described in Exhibit B, unless otherwise mutually agreed upon by the
parties. This provision will survive termination of this Agreement
and the termination of the Fund Participation Agreement.
8. The
parties agree to review the information contained in the Agreement once per
calendar year and agree to make any necessary adjustments as agreed upon by
the
parties as timely as possible. The parties understand,
notwithstanding the prior sentence, that the Agreement (including any Exhibits)
may be amended, by written amendment signed by the parties, at any time upon
request of either party.
9. This
Agreement may be terminated by either party at least 90 days’ written notice to
the other. In addition, NFS or W&R may terminate this Agreement
immediately upon written notice to the other; (1) if required by any applicable
law or regulation; (2) if W&R or NFS engages in any material breach of this
Agreement; (3) in the event of an assignment as defined by Section 2(a)(4)
of
the Investment Company Act of 1940; or (4) as to a Fund, in the event it
terminates its Service Plan, if applicable. This Agreement will
terminate immediately and automatically with respect to Funds held in the
Variable Account upon the termination of the Fund Participation Agreement and
in
such event no notice is required under this Agreement.
10. Each
notice required by this Agreement shall be given by wire and confirmed in
writing to:
If
to
NFS: With
a copy to:
Nationwide
Financial Services,
Inc. Nationwide
Financial Services, Inc.
One
Nationwide
Plaza Xxx
Xxxxxxxxxx Xxxxx 0-00-X0
Xxxxxxxx,
Xxxx
00000 Xxxxxxxx,
Xxxx 00000
Attention:
Compliance
Officer Attention:
Director – Securities
If
to
W&R: With
a copy to:
Xxxxxxx
&
Xxxx,
Inc. W&R
Target Funds, Inc.
0000
Xxxxx
Xxxxxx 0000
Xxxxx Xxxxxx
Xxxxxxxx
Xxxx, XX
00000 Xxxxxxxx
Xxxx, XX 00000
Attention:
Legal
Department Attention:
Treasurer
11. This
Agreement shall be construed and the provisions hereof interpreted under and
in
accordance withthe laws of Ohio. This Agreement shall be subject to
the provisions of the federal securities statutes,rules and regulations,
including such exemptions from those statutes, rules and regulations as the
SEC
may grant and the terms hereof shall be interpreted and construed in accordance
therewith.
12. Each
of the parties to this Agreement acknowledges and agrees that this Agreement
and
thearrangements described herein are intended to be non-exclusive and that
each
of the parties is free toenter into similar agreements or arrangements with
other entities.
IN
WITNESS WHEREOF, this Agreement is executed as of the date first written
above.
NATIONWIDE
FINANCIAL SERVICES,
INC.
By: __________________________________________
Name:
Xxxxxxx X. Xxxxxx
Title: Vice
President – Investment Mgmt. Relationships
XXXXXXX
&
XXXX,
INC.
By: __________________________________________
Name:
Xxxxxx Xxxxx
Title: Executive
Vice President
EXHIBIT
A
TO
AGREEMENT
Variable
Accounts of Nationwide
|
Corresponding
Nationwide
Contracts
|
Corresponding
Funds
|
Nationwide
Variable Account – 9
|
Xxxxxxx
& Xxxx Advisors Select
Plus
Annuity (proprietary version of Future (1933 Act No.
333-28995))
|
W&R
Target Funds, Inc.
•
Asset Strategy Portfolio
•
Balanced Portfolio
•
Bond Portfolio
•
Core Equity Portfolio (formerly,
Income
Portfolio)
•
Growth Portfolio
•
High Income Portfolio
•
International Portfolio
•
Limited-Term Bond Portfolio
•
Money Market Portfolio
•
Science and Technology Portfolio
•
Small Cap Portfolio
|
EXHIBIT
B
TO
AGREEMENT
Services
Provided by NFS
Pursuant
to the Agreement, NFS shall perform all administrative and shareholder services
with respect to the Contracts, including but not limited to, the
following:
1. Maintaining
separate records for each Contract owner/participant, which shall reflect the
Fund shares purchased and redeemed and Fund share balances of such Contract
owner/participants. Nationwide will maintain a single master account
with each Fund on behalf of Contract owner/participants and such account shall
be in the name of Nationwide (or its nominee) as record owner of shares owned
by
Contract Owners/participants.
2. Disbursing
or crediting to Contract owners/participants all proceeds of redemptions of
shares of the Funds.
3. Preparing
and transmitting to Contract owners/participants, as required by law, periodic
statements showing the total number of shares owned by Contract
owners/participants as of the statement closing date, purchases and redemptions
of Fund shares by the Contract owners/participants during the period covered
by
the statement and the dividends and other distributions paid during the
statement period (whether paid in cash or reinvested in Fund shares), and such
other information as may be required, from time to time, by Contract
owners/participants.
4. Supporting
and responding to service inquiries from Contractor
owners/participants.
5. Maintaining
and preserving all records required by law to be maintained and preserved in
connection with providing the Services for Contract
owners/participants.
6. Generating
written confirmations and quarterly statements, as required, to Contract
owners/participants.
7. Distributing
to Contract owners/participants, to the extent required by applicable law,
Funds’ prospectuses, proxy materials, periodic fund reports to shareholders and
other materials that the Funds are required by law or otherwise to provide
to
their shareholders or prospective shareholders.
8. Transmitting
purchase and redemption orders to the Funds on behalf of the Contract
owners/participants.
AMENDMENT
NO. 1 TO AGREEMENT
This
Amendment No. 1 amends the Agreement dated December 1, 2000 made by and between
Nationwide Financial Services, Inc. ("NFS") and Xxxxxxx & Xxxx, Inc.
("W&R").
WHEREAS,
NFS and W&R intend to amend the Agreement to reflect new revenue
schedules;
NOW
THEREFORE, the Agreement is amended as follows:
1. Provision
3 is replaced in its entirety with the following:
3.
|
In
consideration for
administrative and shareholder services to be provided by NFS, or
its
subsidiaries, to the Contract owner/participants pursuant to this
Agreement, W&R will calculate and pay, or cause one of its affiliates
to pay, and NFS will be entitled to receive from W&R a fee ("Total
Fee"), at the annualized rates shown on Exhibit A, which shall be
calculated as a percentage of the average daily unit value of each
Fund
held by the Variable Account during the period in which they were
earned.
|
2.
|
Exhibit
A to Agreement is hereby replaced with the attached Amendments to
Exhibit
A to Agreement.
|
IN
WITNESS WHEREOF, this Amendment No. 1 to Agreement is executed as of October
27,
2006..
NATIONWIDE
FINANCIAL SERVICES, INC.
By:
Name: Xxxxx
X. Xxxxxx
Title: Attorney-in-Fact
XXXXXXX
& XXXX, INC.
By:
Name: Xxxxxx
Xxxxx
Title: President
EXHIBIT
A
TO
AGREEMENT
AMENDMENT
NO. 2
This
Amendment No. 2 to Exhibit A corresponds to the Agreement dated
December
1, 2000 and is effective September 1, 2003.
Funds:
W&R
Target Funds, Inc.
·
|
Asset
Strategy Portfolio
|
·
|
Balanced
Portfolio
|
·
|
Bond
Portfolio
|
·
|
Core
Equity Portfolio
|
·
|
Growth
Portfolio
|
·
|
High
Income Portfolio
|
·
|
International
Portfolio
|
·
|
International
II Portfolio
|
·
|
Limited-Term
Bond Portfolio
|
·
|
Micro
Cap Growth Portfolio
|
·
|
Money
Market Portfolio
|
·
|
Science
and Technology Portfolio
|
·
|
Small
Cap Growth Portfolio
|
·
|
Small
Cap Value Portfolio
|
·
|
Value
Portfolio
|
Nationwide
Contracts
|
Service
Fee
|
Additional
Compensation
|
Total
Fee
|
Proprietary
Products (those contracts developed and registered specifically for
distribution by Xxxxxxx & Xxxx, Inc.)
|
· [XX]
bps on Commission Option 1;
· [XX]
bps on other commission options
|
[XX]
bps
|
· [XX]
bps on Commission Option 1;
· [XX]
bps on other commission options
|
Non-Proprietary
Products (those contracts developed primarily for NF distribution
but also
distributed by Xxxxxxx & Xxxx)
|
[XX]
bps
|
[XX]
bps
|
[XX]
bps
|
EXHIBIT
A
TO
AGREEMENT
AMENDMENT
NO. 3
This
Amendment No. 3 to Exhibit A corresponds to the Agreement dated
December
1, 2000 and is effective January 1, 2004.
Funds:
W&R
Target Funds, Inc.
·
|
Asset
Strategy Portfolio
|
·
|
Balanced
Portfolio
|
·
|
Bond
Portfolio
|
·
|
Core
Equity Portfolio
|
·
|
Dividend
Income
|
·
|
Growth
Portfolio
|
·
|
High
Income Portfolio
|
·
|
International
Portfolio
|
·
|
International
II Portfolio
|
·
|
Limited-Term
Bond Portfolio
|
·
|
Micro
Cap Growth Portfolio
|
·
|
Money
Market Portfolio
|
·
|
Science
and Technology Portfolio
|
·
|
Small
Cap Growth Portfolio
|
·
|
Small
Cap Value Portfolio
|
·
|
Value
Portfolio
|
Nationwide
Contracts
|
Service
Fee
|
Additional
Compensation
|
Total
Fee
|
Proprietary
Products (those contracts developed and registered specifically for
distribution by Xxxxxxx & Xxxx, Inc.)
|
· [XX] bps
on Commission Option 1;
· 0
bps on other commission options
|
[XX] bps
|
· [XX] bps
on Commission Option 1;
· [XX]
bps on other commission options
|
Non-Proprietary
Products (those contracts developed primarily for NF distribution
but also
distributed by Xxxxxxx & Xxxx)
|
[XX] bps
|
[XX] bps
|
[XX] bps
|
EXHIBIT
A
TO
AGREEMENT
AMENDMENT
NO. 4
This
Amendment No. 4 to Exhibit A corresponds to the Agreement dated
December
1, 2000 and is effective May 30, 2004.
Funds:
W&R
Target Funds, Inc.
·
|
Asset
Strategy Portfolio
|
·
|
Balanced
Portfolio
|
·
|
Bond
Portfolio
|
·
|
Core
Equity Portfolio
|
·
|
Dividend
Income
|
·
|
Growth
Portfolio
|
·
|
High
Income Portfolio
|
·
|
International
Portfolio
|
·
|
International
II Portfolio
|
·
|
Limited-Term
Bond Portfolio
|
·
|
Micro
Cap Growth Portfolio
|
·
|
Money
Market Portfolio
|
·
|
Mortgage
Securities Portfolio
|
·
|
Real
Estate Securities Portfolio
|
·
|
Science
and Technology Portfolio
|
·
|
Small
Cap Growth Portfolio
|
·
|
Small
Cap Value Portfolio
|
·
|
Value
Portfolio
|
Nationwide
Contracts
|
Service
Fee
|
Additional
Compensation
|
Total
Fee
|
Proprietary
Products (those contracts developed and registered specifically for
distribution by Xxxxxxx & Xxxx, Inc.)
|
· [XX] bps
on Commission Option 1;
· [XX] bps
on other commission options
|
[XX] bps
|
· [XX] bps
on Commission Option 1;
· [XX] bps
on other commission options
|
Non-Proprietary
Products (those contracts developed primarily for NF distribution
but also
distributed by Xxxxxxx & Xxxx)
|
[XX] bps
|
[XX] bps
|
[XX] bps
|
EXHIBIT
A
TO
AGREEMENT
AMENDMENT
NO. 5
This
Amendment No. 5 to Exhibit A corresponds to the Agreement dated
December
1, 2000 and is effective December 3, 2004.
Funds:
W&R
Target Funds, Inc.
·
|
Asset
Strategy Portfolio
|
·
|
Balanced
Portfolio
|
·
|
Bond
Portfolio
|
·
|
Core
Equity Portfolio
|
·
|
Dividend
Income
|
·
|
Growth
Portfolio
|
·
|
High
Income Portfolio
|
·
|
International
Growth
|
·
|
International
Value
|
·
|
Limited-Term
Bond Portfolio
|
·
|
Micro
Cap Growth Portfolio
|
·
|
Money
Market Portfolio
|
·
|
Mortgage
Securities Portfolio
|
·
|
Real
Estate Securities Portfolio
|
·
|
Science
and Technology Portfolio
|
·
|
Small
Cap Growth Portfolio
|
·
|
Small
Cap Value Portfolio
|
·
|
Value
Portfolio
|
Nationwide
Contracts
|
Service
Fee
|
Additional
Compensation
|
Total
Fee
|
Proprietary
Products (those contracts developed and registered specifically for
distribution by Xxxxxxx & Xxxx, Inc.)
|
· [XX] bps
on Commission Option 1;
· 0
bps on other commission options
|
[XX] bps
|
· [XX] bps
on Commission Option 1;
· [XX] bps
on other commission options
|
Non-Proprietary
Products (those contracts developed primarily for NF distribution
but also
distributed by Xxxxxxx & Xxxx)
|
[XX] bps
|
[XX] bps
|
[XX] bps
|
EXHIBIT
A
TO
AGREEMENT
AMENDMENT
NO. 6
This
Amendment No. 6 to Exhibit A corresponds to the Agreement dated
December
1, 2000 and is effective May 1, 2005.
Funds:
W&R
Target Funds, Inc.
·
|
Asset
Strategy Portfolio
|
·
|
Balanced
Portfolio
|
·
|
Bond
Portfolio
|
·
|
Core
Equity Portfolio
|
·
|
Dividend
Income
|
·
|
Global
Natural Resources Portfolio
|
·
|
Growth
Portfolio
|
·
|
High
Income Portfolio
|
·
|
International
Growth
|
·
|
International
Value
|
·
|
Limited-Term
Bond Portfolio
|
·
|
Micro
Cap Growth Portfolio
|
·
|
Mid
Cap Growth Portfolio
|
·
|
Money
Market Portfolio
|
·
|
Mortgage
Securities Portfolio
|
·
|
Real
Estate Securities Portfolio
|
·
|
Science
and Technology Portfolio
|
·
|
Small
Cap Growth Portfolio
|
·
|
Small
Cap Value Portfolio
|
·
|
Value
Portfolio
|
Nationwide
Contracts
|
Service
Fee
|
Additional
Compensation
|
Total
Fee
|
Proprietary
Products (those contracts developed and registered specifically for
distribution by Xxxxxxx & Xxxx, Inc.)
|
· [XX] bps
on Commission Option 1;
· 0
bps on other commission options
|
[XX] bps
|
· [XX] bps
on Commission Option 1;
· 0
bps on other commission options
|
Non-Proprietary
Products (those contracts developed primarily for NF distribution
but also
distributed by Xxxxxxx & Xxxx)
|
[XX] bps
|
[XX] bps
|
[XX] bps
|
EXHIBIT
A
TO
AGREEMENT
AMENDMENT
NO. 7
This
Amendment No. 7 to Exhibit A corresponds to the Agreement dated
December
1, 2000 and is effective May 1, 2006.
Funds:
W&R
Target Funds, Inc.
·
|
Asset
Strategy Portfolio
|
·
|
Balanced
Portfolio
|
·
|
Bond
Portfolio
|
·
|
Core
Equity Portfolio
|
·
|
Dividend
Income
|
·
|
Energy
Portfolio
|
·
|
Global
Natural Resources Portfolio
|
·
|
Growth
Portfolio
|
·
|
High
Income Portfolio
|
·
|
International
Growth
|
·
|
International
Value
|
·
|
Limited-Term
Bond Portfolio
|
·
|
Micro
Cap Growth Portfolio
|
·
|
Mid
Cap Growth Portfolio
|
·
|
Money
Market Portfolio
|
·
|
Mortgage
Securities Portfolio
|
·
|
Real
Estate Securities Portfolio
|
·
|
Science
and Technology Portfolio
|
·
|
Small
Cap Growth Portfolio
|
·
|
Small
Cap Value Portfolio
|
·
|
Value
Portfolio
|
Nationwide
Contracts
|
Service
Fee
|
Additional
Compensation
|
Total
Fee
|
Proprietary
Products (those contracts developed and registered specifically for
distribution by Xxxxxxx & Xxxx, Inc.)
|
· [XX] bps
on Commission Option 1;
· [XX] bps
on other commission options
|
[XX] bps
|
· [XX] bps
on Commission Option 1;
· [XX] bps
on other commission options
|
Non-Proprietary
Products (those contracts developed primarily for NF distribution
but also
distributed by Xxxxxxx & Xxxx)
|
[XX] bps
|
[XX] bps
|
[XX] bps
|