Administrative Services Agreement Franklin Templeton Services, LLC Nationwide Life Insurance Company Nationwide Life and Annuity Insurance Company Nationwide Life Insurance Company of America Nationwide Life and Annuity Company of America
Franklin
Xxxxxxxxx Services, LLC
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
Nationwide
Life Insurance Company of America
Nationwide
Life and Annuity Company of America
THIS
AGREEMENT, by and between Franklin Xxxxxxxxx Services, LLC (the “Fund
Administrator”), Nationwide Life Insurance Company, Nationwide Life and Annuity
Company, Nationwide Life Insurance Company of America and Nationwide Life and
Annuity Company of America (each of which is referred to as the “Company”),
concerning certain administrative services with respect to each series (“Fund”
or “Funds”) of Franklin Xxxxxxxxx Variable Insurance Products Trust (the
“Trust”), which Funds are specified in the Amended and Restated Participation
Agreement, as may be amended from time to time, among the Company, the Trust,
and Franklin Xxxxxxxxx Distributors, Inc. (the “Underwriter”), among others,
dated May 1, 2003 (the “Participation Agreement”).
1. Administrative
Services. Administrative services for the Company’s Separate Accounts (the
“Account” or “Accounts”) which invest in the Funds pursuant to the
Participation Agreement, and administrative services for purchasers of variable
life and annuity contracts (the “Contracts”) issued through the Accounts, are
and shall be the responsibility of the Company. Administrative
services with respect to the Funds in which the Accounts invest, and
for purchasers of shares of the Funds, are and shall be the responsibility
of
the Fund Administrator or its affiliates. The Company has
agreed to assist the Fund Administrator, as the Fund Administrator may request
from time to time, with the provision of administrative services
(“Administrative Services”) to the Funds, on a sub-administration basis, as they
may relate to the investment in the Funds by the Accounts. It is
anticipated that the Administrative Services may include, but may not be limited
to, the services listed on Schedule A.
2. Administrative
Expense Payments. The Fund Administrator recognizes the Company,
on behalf of the Accounts, as the shareholder of shares of the Funds purchased
under the Participation Agreement on behalf of the Accounts. The Fund
Administrator further recognizes that it will derive a substantial
administrative convenience by virtue of having the Company be the shareholder
of
record of shares of the Funds purchased under the Participation Agreement,
rather than multiple shareholders having record ownership of such
shares. The Fund Administrator recognizes that the Company will
provide administrative services necessary to facilitate investment in the
Funds.
In
consideration of the Administrative Services provided by the Company and the
administrative convenience resulting to the Fund Administrator described above,
the Fund Administrator agrees to pay the Company a fee as set forth in Schedule
B.
3. Computation
of Administrative Expense Payments. As soon as practicable after
the end of each quarter, the Company will send the Fund Administrator, at the
address indicated in this Paragraph 3 and in the manner set forth below, a
statement of the average daily net assets for the preceding quarter, of shares
of the Fund as to which the fee stated in Schedule B is to be
calculated. The Fund Administrator will calculate and pay the Company
its fee within thirty (30) days after the end of the three-month periods ending
in January, April, July and October. Such payment will be by wire
transfer unless the amount thereof is less than $500. Wire transfers
will be sent to the bank account and in the manner specified by the
Company. Such wire transfer will be separate from wire transfers of
redemption proceeds and distributions. Amounts less than $500 shall
be paid by check or by another method acceptable to both parties. For purposes
of this Paragraph 3, the average daily net asset value of the shares of a Fund
will be based on the net assets reported each Business Day by the Trust on
behalf of each Fund to the Company. “Business Day” will mean any day
on which the New York Stock Exchange is open for trading and on which the Fund
calculates its net asset value pursuant to the rules of the Securities and
Exchange Commission.
For
purposes of this Paragraph 3, the address shall be Corporate Accounting,
Franklin Resources, Xxx Xxxxxxxx Xxxxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000; Attention: Xxxx Xxxxxxxx, Manager.
4. Confidentiality
of Payment Rate. The Company acknowledges that the rate and
amount of payments to be made to the Company under this Agreement are
proprietary and confidential information of the Fund Administrator and its
affiliates, and that disclosure of this information to third parties may cause
damage to Fund Administrator or its affiliates. The Company agrees to
take any and all reasonable actions to limit disclosure of this information
to
only those of its employees, officers, consultants and agents who need the
information in order to perform their duties, and to notify such persons of
the
terms of this paragraph. In the event any other party seeks to compel
disclosure of confidential information through judicial or administrative
process, then the Company, if legally permitted shall promptly give the Fund
Administrator written notice of such demand and, if requested by the Fund
Administrator, shall cooperate in the Fund Administrator’s efforts to challenge
or limit any such disclosure. Violation of the confidentiality
provision shall be grounds for immediate termination of the Agreement by
the Fund Administrator in its sole discretion. Nothing in
this Agreement shall prevent the Company from disclosing the existence of this
Agreement in the Contracts’ prospectuses or elsewhere.
5. Nature
of Payments. The parties to this Agreement recognize and agree that the Fund
Administrator’s payments to the Company relate to Administrative Services only
and do not constitute payment in any manner for investment advisory services,
for costs of distribution of Contracts or of shares of the Fund, or for services
that the Company is otherwise required to perform, and that these payments
are
not otherwise related to investment advisory or distribution services or
expenses. The amount of the payments made by the Fund Administrator
to the Company under this Agreement shall not be deemed to be conclusive with
respect to actual administrative expenses incurred by the Company or savings
of
the Fund Administrator.
6. Notice. Any
notice shall be sufficiently given when sent by registered or certified mail
to
the other party at the address of such party set forth in Schedule C of
this Agreement or at such other address as such party may from time to time
specify in writing to the other party. The quarterly statements
called for in Paragraph 3 above should be sent to the Fund Administrator at
the
address specified in Paragraph 3.
7. Termination. This
Agreement may be terminated upon sixty (60) days’ written notice from one party
to the other party. Notwithstanding, fees will continue to be due and
payable with respect to the shares attributable to existing Contracts on the
date of such termination for so long as such shares are held in the Accounts
provided that such payment and receipt of such fees complies with applicable
laws, rules and regulations.
8. Representation. The
Company represents and agrees that it will maintain and preserve all records
as
required by law to be maintained and preserved in connection with providing
the
Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to Administrative Services.
9. Amendment. This
Agreement may be amended only upon mutual agreement of the parties hereto in
writing.
10. Assignment. This
Agreement shall not be assigned by either party without the prior written
consent of the other party, which consent shall not be unreasonably withheld
or
delayed; provided, however, that such limitation shall not apply should the
Fund
Administrator cease to be the fund administrator for the Trust and the successor
fund administrator for the Trust is willing to assume Fund Administrator’s
responsibilities hereunder.
11. Counterparts. This
Agreement may be executed in counterparts, each of which will be deemed an
original but all of which will together constitute one and the same
instrument.
12. Entire
Agreement. This Agreement, together with the attached Schedules,
contains the entire agreement among the parties with respect to the matters
dealt with herein, and supersedes any prior or inconsistent agreements,
documents, understandings or arrangements among the parties with respect to
the
subject matter of this Agreement.
13. Indemnification. This
Agreement will be subject to the indemnification provisions of
the
Participation Agreement.
14. Arbitration. In
the event of a dispute concerning any provision of this Agreement,
either
party
may
require the dispute to be submitted to binding arbitration under the commercial
arbitration rules of the American Arbitration Association. Each party
will pay its own costs and expenses. Judgment upon any arbitration
award may be entered by any court having jurisdiction. This Agreement
shall be interpreted in accordance with the laws of the state of California
and
shall be subject to any applicable federal securities laws.
15. Trust
Not a Party. The parties to this Agreement acknowledge and agree
that the Trust is not directly or indirectly a party to this
Agreement. If, however, the Trust shall be so deemed, the parties to
this Agreement acknowledge and agree that any liabilities of the Trust arising,
directly or indirectly, under this Agreement will be satisfied out of the assets
of the Trust and that no trustee, officer, agent or holder of shares of
beneficial interest of the Trust or any Fund will be personally liable for
such
liabilities. No Fund of the Trust will be liable for the obligations
or liabilities of any other Fund.
This
Agreement is dated this 1st day of May, 2003.
|
Nationwide
Life Insurance Company
By:
Name:
[Xxxxx X. Xxxxxxxx]
Title:
[V.P. - Associate General Counsel]
|
Nationwide
Life and Annuity Insurance Company
By:
Name:
[Xxxxx X. Xxxxxxxx]
Title:
[V.P. - Associate
General
Counsel]
|
|
Nationwide
Life Insurance Company of America
By:
Name:
[Xxxxx X. Xxxxxxxx]
Title:
[V.P. - Associate
General
Counsel]
|
Nationwide
Life and Annuity Company of America
By:
Name:
[Xxxxx X. Xxxxxxxx]
Title:
[V.P. - Associate
General
Counsel]
|
|
Franklin
Xxxxxxxxx Services, LLC
By:
Name: Xxxxxx
Xxxx
Title: Vice
President
|
Schedule
A
Administrative
Services
Maintenance
of Books and Records
|
·
|
Assist
as necessary to maintain book entry records on behalf of the Funds
regarding issuance to, transfer within (via net purchase orders)
and
redemption by the Accounts of Fund
shares.
|
|
·
|
Maintain
general ledgers regarding the Accounts’ holdings of Fund shares,
coordinate and reconcile information, and coordinate maintenance
of
ledgers by financial institutions and other contract owner service
providers.
|
Communication
with the Funds
|
·
|
Serve
as the designee of the Funds for receipt of purchase and redemption
orders
from the Account and to transmit such orders, and payment therefor,
to the
Funds.
|
|
·
|
Coordinate
with the Funds’ agents respecting daily valuation of the Funds’ shares and
the Accounts’ units.
|
|
·
|
Purchase
Orders
|
Determine
net amount available for investment in the Funds.
Deposit
receipts at the Funds’ custodians (generally by wire transfer).
Notify
the custodians of the estimated amount required to pay dividends or
distributions.
|
·
|
Redemption
Orders
|
Determine
net amount required for redemptions by the Funds.
Notify
the custodian and Funds of cash required to meet payments.
|
·
|
Purchase
and redeem shares of the Funds on behalf of the Accounts at the
then-current price in accordance with the terms of each Fund’s then
current prospectus.
|
|
·
|
Assistance
in enforcing procedures adopted on behalf of the Trust to reduce,
discourage, or eliminate market timing transactions in a Fund’s shares in
order to reduce or eliminate adverse effects on a Fund or its
shareholders.
|
Processing
Distributions from the Funds
|
·
|
Process
ordinary dividends and capital
gains.
|
|
·
|
Reinvest
the Funds’ distributions.
|
Reports
|
·
|
Periodic
information reporting to the Funds, including, but not limited to,
furnishing registration statements, prospectuses, statements of additional
information, reports, solicitations for instructions, sales or promotional
materials and any other filings with the Securities and Exchange
Commission with respect to the Accounts invested in the
Funds.
|
|
·
|
Periodic
information reporting about the Funds to contract owners, including
necessary delivery of the Funds’ prospectus and annual and semi-annual
reports.
|
Fund-related
Contract Owner Services
|
·
|
Maintain
adequate fidelity bond or similar coverage for all Company officers,
employees, investment advisors and other individuals or entities
controlled by the Company who deal with the money and/or securities
of the
Funds.
|
|
·
|
Provide
general information with respect to Fund inquiries (not including
information about performance or related to
sales).
|
|
·
|
Provide
information regarding performance of the Funds and the subaccounts
of the
Accounts.
|
|
·
|
Oversee
and assist the solicitation, counting and voting or contract owner
voting
interests in the Funds pursuant to Fund proxy
statements.
|
Other
Administrative Support
|
·
|
Provide
other administrative and legal compliance support for the Funds as
mutually agreed upon by the Company and the Funds or the Fund
Administrator.
|
|
·
|
Relieve
the Funds of other usual or incidental administrative services provided
to
individual contract owners.
|
Schedule
B
Administrative
Expense Payments
The
Fund Administrator agrees to pay
the Company a fee, computed daily and paid quarterly in arrears, equal to an
annual rate as set forth below, applied to the average daily net assets of
the
shares of the Funds held in the subaccounts of the Accounts. The
payment will be computed and paid in the manner described more completely in
the
Agreement.
|
#
|
Company
|
Product
Name/
1933
Act No.
|
Funds
of the Trust
|
Fee
Rate
|
Date
of Beginning of Period for
|
|
1.
|
Nationwide
Life Insurance Company
|
NEA
Valuebuilder
2-75174
|
Class
1 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
2.
|
Nationwide
Life Insurance Company
|
BOA
Future II
33-103093
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
3.
|
Nationwide
Life Insurance Company
|
BOA
All American Gold
33-103094
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
4.
|
Nationwide
Life Insurance Company
|
BOA
Achiever
33-103095
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
5.
|
Nationwide
Life Insurance Company
|
BOA
Future Venue
333-104513
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
6.
|
Nationwide
Life Insurance Company
|
BOA
Exclusive Venue
333-104511
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
7.
|
Nationwide
Life Insurance Company
|
BOA
Elite Venue
333-104512
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
8.
|
Nationwide
Life Insurance Company
|
BOA
Choice Venue II
333-104510
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
9.
|
Nationwide
Life Insurance Company
|
Schwab
VA
333-105992
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
10.
|
Nationwide
Life Insurance Company
|
All
American Annuity
33-89560
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
11.
|
Nationwide
Life Insurance Company
|
BOA
Future
333-28995
|
Class
1 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
12.
|
Nationwide
Life Insurance Company
|
BOA
V
333-56073
|
Class
1 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
13.
|
Nationwide
Life Insurance Company
|
BOA
America's Income Annuity
333-79327
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
14.
|
Nationwide
Life Insurance Company
|
BOA
Advisor
333-91890
|
Class
2 Shares:
Franklin
Small Cap Value Securities Fund
Franklin
U.S. Government Fund
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Growth Securities Fund
|
___%
|
05/01/03
|
|
15.
|
Nationwide
Life Insurance Company
|
BOA
TruAccord Annuity
333-104339
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
16.
|
Nationwide
Life Insurance Company
|
BOA
MSPVL
33-62795
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
17.
|
Nationwide
Life Insurance Company
|
BOA
FPVUL
33-42180
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
18.
|
Nationwide
Life Insurance Company
|
BOA
The Next Generation
33-31725
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
19.
|
Nationwide
Life Insurance Company
|
BOA
COLI Future
33-43671
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
20.
|
Nationwide
Life Insurance Company
|
BOA
Last Survivor Future
33-52617
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
21.
|
Nationwide
Life Insurance Company
|
BOA
Last Survivor III
333-94037
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
22.
|
Nationwide
Life Insurance Company
|
BOA
MSPVL Future
333-52615
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
23.
|
Nationwide
Life Insurance Company
|
BOA
Protection FPVUL
333-69160
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
24.
|
Nationwide
Life Insurance Company
|
Protection
Last Survivor
333-83010
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
25.
|
Nationwide
Life and Annuity Insurance Company
|
COLI
Future
333-43639
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
26.
|
Nationwide
Life and Annuity Insurance Company
|
Private
Client CVUL
333-59517
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
27.
|
Nationwide
Life Insurance Company
|
Private
Placement Variable Universal Life
N/A
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
28.
|
Nationwide
Life and Annuity Company of America
|
Options
Premier
333-67775
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
29.
|
Nationwide
Life and Annuity Company of America
|
Survivor
Options Premier
333-82611
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
30.
|
Nationwide
Life Insurance Company of America
|
Options
Premier
333-71763
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
31.
|
Nationwide
Life Insurance Company of America
|
Options
Plus
33-421333
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
32.
|
Nationwide
Life Insurance Company of America
|
Survivor
Options Elite
333-82613
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
|
33.
|
Nationwide
Life Insurance Company of America
|
Survivor
Options Premier
333-84475
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
___%
|
05/01/03
|
Schedule
C
Addresses
for Notices
If
to the
Company: Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance
Company
|
|
Nationwide
Life Insurance Company of America
|
|
|
Nationwide
Life and Annuity Company of America
|
Xxx
Xxxxxxxxxx Xxxxx,
00-00-00
Xxxxxxxx,
XX 00000
|
|
Attention: Vice
President – Investment Advisory
Services
|
With
a
copy
to: Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance
Company
|
|
Nationwide
Life Insurance Company of America
|
|
|
Nationwide
Life and Annuity Company of America
|
Xxx
Xxxxxxxxxx Xxxxx,
00-00-X0
Xxxxxxxx,
XX 00000
Attention:
Associate General
Counsel
If
to the
Fund
Administrator: Franklin
Xxxxxxxxx Services, LLC
Xxx
Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx
Xxxxx,
Xxxxxxxxxx 00000
Attention: Xxxxx
Xxxxxxxx
With
a
copy
to: Franklin
Xxxxxxxxx Xxxxxxxxxxx
Xxx
Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx
Xxxxx,
Xxxxxxxxxx 00000
Attention: Xxxxxx
Xxxxxxx
General
Counsel
Amendment
#1 to
Franklin
Xxxxxxxxx Services, LLC
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
Nationwide
Life Insurance Company of America
Nationwide
Life and Annuity Company of America
THE
ADMINISTRATIVE SERVICES AGREEMENT, dated as of May 1, 2003, by and among
Franklin Xxxxxxxxx Services, LLC, Nationwide Life Insurance Company, Nationwide
Life and Annuity Company, Nationwide Life Insurance Company of America and
Nationwide Life and Annuity Company of America (the “Agreement”) is hereby
amended as follows:
1. Schedule
B of the Agreement is hereby deleted in its entirety and replaced with the
Schedule B attached hereto.
2. All
other terms and provisions of the Agreement not amended herein shall remain
in
full force and effect.
This
Amendment is executed as of June 5, 2006.
|
Nationwide
Life Insurance Company
By:
Name:
[Xxxxxxx X. Xxxxxx]
Title:
[Vice President]
|
Nationwide
Life and Annuity Insurance Company
By:
Name:
[Xxxxxxx X. Xxxxxx]
Title:
[Vice
President]
|
|
Nationwide
Life Insurance Company of America
By:
Name:
[Xxxxxxx X. Xxxxxx]
Title:
[Vice
President]
|
Nationwide
Life and Annuity Company of America
By:
Name:
Title:
|
|
Franklin
Xxxxxxxxx Services, LLC
By:
Name: Xxxxxx
X. Xxxx
Title: Vice
President
|
Schedule
B
Administrative
Expense Payments
The
Fund Administrator agrees to pay
the Company a fee, computed daily and paid quarterly in arrears, equal to an
annual rate as set forth below, applied to the average daily net assets of
the
shares of the Funds held in the subaccounts of the Accounts. The
payment will be computed and paid in the manner described more completely in
the
Agreement. Only
one fee rate is in effect for each Contract; for each Contract, fee rates listed
adjacent to the most recent date in the column “Date of Beginning of Period for
Computation of Fee” supercede and replace other fee rates for such Contract,
which are listed for reference only.
|
#
|
Company
|
Product
Name/
1933
Act No.
|
Funds
of the Trust
|
Fee
Rate
|
Date
of Beginning of Period for
|
|
1.
|
Nationwide
Life Insurance Company
|
Soloist
2-58043
|
Class
3 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/04
|
|
2.
|
Nationwide
Life Insurance Company
|
Successor
333-80481
|
Class
3 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/04
|
|
3.
|
Nationwide
Life Insurance Company
|
NEA
Valuebuilder
2-75174
|
Class
1 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
4.
|
Nationwide
Life Insurance Company
|
BOA
Future II
33-103093
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/04
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
5.
|
Nationwide
Life Insurance Company
|
BOA
All American Gold
33-103094
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
6.
|
Nationwide
Life Insurance Company
|
BOA
Achiever
33-103095
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
7.
|
Nationwide
Life Insurance Company
|
BOA
Future Venue
333-104513
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
8.
|
Nationwide
Life Insurance Company
|
BOA
Exclusive Venue
333-104511
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
9.
|
Nationwide
Life Insurance Company
|
BOA
Elite Venue
333-104512
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
10.
|
Nationwide
Life Insurance Company
|
BOA
Choice Venue II
333-104510
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
11.
|
Nationwide
Life Insurance Company
|
Schwab
VA
333-105992
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/04
|
|||
|
12.
|
Nationwide
Life Insurance Company
|
All
American Annuity
33-89560
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
13.
|
Nationwide
Life Insurance Company
|
BOA
Future
333-28995
|
Class
1 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
2 Shares:
Franklin
Income Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/06
|
|||
|
14.
|
Nationwide
Life Insurance Company
|
BOA
V
333-56073
|
Class
1 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
2 Shares:
Franklin
Income Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/06
|
|||
|
15.
|
Nationwide
Life Insurance Company
|
BOA
America's Income Annuity
333-79327
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
16.
|
Nationwide
Life Insurance Company
|
BOA
Advisor
333-91890
|
Class
2 Shares:
Franklin
Small Cap Value Securities Fund
Franklin
U.S. Government Fund
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Growth Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
17.
|
Nationwide
Life Insurance Company
|
BOA
TruAccord Annuity
333-104339
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
____%
____%
|
05/01/03
05/01/05
05/01/04
|
|
18.
|
Nationwide
Life Insurance Company
|
BOA
MSPVL
33-62795
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
19.
|
Nationwide
Life Insurance Company
|
BOA
FPVUL
33-42180
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
20.
|
Nationwide
Life Insurance Company
|
BOA
The Next Generation FPVUL
33-31725
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
21.
|
Nationwide
Life Insurance Company
|
BOA
CVUL Future
33-43671
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
Franklin
Small Cap Value Securities Fund
|
____%
____%
|
05/01/03
05/01/05
|
|
22.
|
Nationwide
Life Insurance Company
|
BOA
Last Survivor Future
33-52617
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
23.
|
Nationwide
Life Insurance Company
|
BOA
Last Survivor III
333-94037
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
24.
|
Nationwide
Life Insurance Company
|
BOA
MSPVL Future
333-52615
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
25.
|
Nationwide
Life Insurance Company
|
BOA
Protection FPVUL
333-69160
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
26.
|
Nationwide
Life Insurance Company
|
Protection
Last Survivor
333-83010
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
27.
|
Nationwide
Life Insurance Company
|
BOA
The Next Generation FPVUL II
333-117998
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/04
|
|
Class
3 Shares:
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
28.
|
Nationwide
Life Insurance Company
|
Nationwide
Options Select NY
333-121879
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/04
|
|
Class
3 Shares:
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
29.
|
Nationwide
Life and Annuity Insurance Company
|
BOA
CVUL Future NLAIC
333-43639
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
Franklin
Small Cap Value Securities Fund
|
____%
____%
|
05/01/03
05/01/05
|
|
30.
|
Nationwide
Life and Annuity Insurance Company
|
Private
Client CVUL
333-59517
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
31.
|
Nationwide
Life and Annuity Insurance Company
|
Nationwide
Options Select
333-121878
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/04
|
|
Class
3 Shares:
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/05
|
|||
|
Class
2 Shares:
Franklin
Income Securities Fund
|
____%
|
05/01/06
|
|||
|
32.
|
Nationwide
Life Insurance Company
|
Private
Placement Variable Universal Life
Not
Registered
|
Class
2 Shares:
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
2 Shares:
Xxxxxxxxx
Developing Markets Securities
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
07/01/04
|
|||
|
Class
2 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Franklin
Small-Mid Cap Growth Securities
Franklin
U.S. Government Fund
Mutual
Discovery Securities Fund
Xxxxxxxxx
Growth Securities Fund
|
____%
|
11/01/04
|
|||
|
33.
|
Nationwide
Life and Annuity Company of America
|
Options
Premier
333-67775
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
34.
|
Nationwide
Life and Annuity Company of America
|
Survivor
Options Premier
333-82611
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
35.
|
Nationwide
Life Insurance Company of America
|
Options
Premier
333-71763
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
36.
|
Nationwide
Life Insurance Company of America
|
Options
Plus
33-421333
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
37.
|
Nationwide
Life Insurance Company of America
|
Survivor
Options Elite
333-82613
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
38.
|
Nationwide
Life Insurance Company of America
|
Survivor
Options Premier
333-84475
|
Class
1 Shares:
Franklin
Rising Dividends Securities Fund
Franklin
Small Cap Value Securities Fund
Xxxxxxxxx
Foreign Securities Fund
|
____%
|
05/01/03
|
|
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
____%
|
05/01/04
05/01/05
|
|||
|
39.
|
Nationwide
Life Insurance Company
|
BOA
IV
|
Class
2 Shares:
Franklin
Income Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/06
|
|
40.
|
Nationwide
Life Insurance Company
|
BOA
Vision
|
Class
2 Shares:
Franklin
Income Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/06
|
|
41.
|
Nationwide
Life Insurance Company
|
NEBA
|
Class
2 Shares:
Franklin
Income Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/06
|
|
42.
|
Nationwide
Life Insurance Company
|
Choice
|
Class
2 Shares:
Franklin
Income Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/06
|
|
43.
|
Nationwide
Life Insurance Company
|
Exclusive
II
|
Class
2 Shares:
Franklin
Income Securities Fund
Franklin
Small Cap Value Securities Fund
Class
3 Shares:
Xxxxxxxxx
Developing Markets Securities Fund
Xxxxxxxxx
Foreign Securities Fund
Xxxxxxxxx
Global Income Securities Fund
|
____%
|
05/01/06
|
