0001190903-07-000837 Sample Contracts

PARTICIPATION AGREEMENT Among THE UNIVERSAL INSTITUTIONAL FUNDS, INC., MORGAN STANLEY & CO. INCORPORATED, MORGAN STANLEY INVESTMENT MANAGEMENT INC. and NATIONWIDE FINANCIAL SERVICES, INC. Dated as of February 1, 2002
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Delaware

THIS AGREEMENT is made and entered into as of the 1st day of February, 2002 by and among NATIONWIDE FINANCIAL SERVICES, INC., a Delaware corporation and its subsidiary life insurance companies (the "Company"), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account referred to as an "Account"), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund"), a Maryland corporation, MORGAN STANLEY & CO. INCORPORATED (the "Underwriter"), a Delaware corporation, and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (the "Adviser"), a Delaware corporation.

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Ohio

This Agreement dated as of the 1st. day of January, 2006 is made by and among Nationwide Financial Services, Inc. on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively “Nationwide”) and the current and any future

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Ohio

This Agreement dated as of the 2nd day of May 2005 is made by and among Nationwide Financial Services, Inc. (including any affiliates and/or subsidiaries listed on Exhibit A), Gartmore Mutual Fund Capital Trust, which serves as adviser, and Gartmore Distribution Services, Inc., which services as distributor, to the Gartmore Variable Insurance Trust (the “Trust”) with respect to its series of shares of beneficial interest (each, a “Fund,” and collectively, the “Funds”). In this Agreement, Gartmore Mutual Fund Capital Trust and Gartmore Distribution Services, Inc. are collectively referred to as “Gartmore.”

AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, NATIONWIDE LIFE INSURANCE COMPANY, NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA, NATIONWIDE LIFE AND ANNUITY INSURANCE...
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Massachusetts

THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT, made and entered into this [1] day of February 2003, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), NATIONWIDE LIFE INSURANCE COMPANY, a stock life corporation, NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, a stock life corporation, NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA a stock life corporation,NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY,OF AMERICA a stock life corporation (each such company being referred to as a “Company,” all references to the “Company” contained herein shall be deemed to be references to each such company, severally and not jointly), on the Company’s own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the "Accounts"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").

AMENDED AND RESTATED FUND PARTICIPATION AND SHAREHOLDER SERVICES AGREEMENT
Fund Participation and Shareholder Services Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Ohio

THIS AMENDED AND RESTATED FUND PARTICIPATION AND SHAREHOLDER SERVICES AGREEMENT is made and entered into as of [September 15], 20[04] by and between NATIONWIDE FINANCIAL SERVICES, INC., on behalf of its subsidiary life insurance companies who may offer the Funds (as defined below), including but not limited to those listed on EXHIBIT A hereto (collectively, the “Company”), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”).

ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Ohio

This Administrative Service Agreement (the “Agreement”), effective this 1 day of May, 2007 is made by and between Nationwide Financial Services, Inc. a Delaware corporation, (“NFS”), and M Fund, Inc., a Maryland corporation, (the “Company");

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • New York

This AGREEMENT is made this _1_ day of April, 2006, by and among Nationwide Financial Services, Inc. ("NFS") on behalf of its life insurance subsidiaries and its separate accounts (collectively, "Nationwide" or the "Insurer") listed on Exhibit A to this Agreement (the "Subsidiary Life Insurance Companies" and "Separate Accounts," respectively); the portfolios of Federated Insurance Series (the "Fund" or "Funds"), a Massachusetts business trust; and Federated Securities Corp. (the "Distributor"), a Pennsylvania corporation.

JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT
Janus Aspen Series • July 17th, 2007 • Nationwide VL Separate Account-G • Colorado

THIS AGREEMENT is made this 31st day of December, 1999, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the “Trust”), NATIONWIDE LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, life insurance companies organized under the laws of the State of Ohio (“Nationwide”), on their own behalf and on behalf of each segregated asset accounts of Nationwide set forth on Schedule A, as may be amended from time to time (the “Accounts”).

PARTICIPATION AGREEMENT
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Delaware

THIS AGREEMENT, made and entered into as of the [6th] day of [January, 2003] ("Agreement"), by and among AIM Variable Insurance Funds, a Delaware trust ("AVIF"); A I M Advisors, Inc. (“AIM”), investment advisor to AVIF; A I M Distributors, Inc. (“AIM Distributors”), principal underwriter to AVIF; Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company (collectively, “Nationwide”), each, an Ohio life insurance company, on behalf of themselves and each of their respective separate accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and Nationwide Investment Services Corporation (“NISC”), an affiliate of Nationwide and the principal underwriter of the Contracts (collectively, the “Parties”).

AMENDED AND RESTATED SERVICE CONTRACT
Service Contract • July 17th, 2007 • Nationwide VL Separate Account-G

We desire to enter into a Contract with you for activities in connection with (i) the distribution of shares of the portfolios of Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (collectively, the “Funds”) of which you are the principal underwriter as defined in the Investment Company Act of 1940 (the “Act”) and for which you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below).

FINANCIAL SUPPORT AGREEMENT FOR AIM VARIABLE INSURANCE FUNDS
Financial Support Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Delaware

This Agreement is made as of the 1st day of July, 2005 by and among Nationwide Investment Services Corp., an Oklahoma corporation (“Financial Intermediary”), Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company of America, Nationwide Life and Annuity Company of America (“Insurers”), and A I M Distributors, Inc., a Delaware corporation ("AIM Distributors") (collectively, the "Parties").

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Delaware

Nationwide Financial Services, Inc. (“NFS”) and A I M ADVISORS, INC. (“AIM”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Amended and Restated Administrative Services Agreement (the “Agreement”) dated as of July 1, 2005.

PARTICIPATION AGREEMENT With INSURANCE COMPANY
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Maryland

This Agreement dated as of the [1] day of [May], 2007 is made by and among Nationwide Financial Services, Inc., a Delaware corporation, on behalf of its wholly-owned subsidiary life insurance companies (each a “Subsidiary”) listed on Exhibit A (collectively, “Nationwide”) and the Nationwide separate accounts set forth on Schedule 1 ("Accounts"), M Fund, Inc., a Maryland corporation (the "Fund"), and M Financial Investment Advisers, Inc., a Colorado corporation (the "Adviser"), to the mutual funds listed on Schedule 3.

RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • New York

AGREEMENT effective as of the 1st day of June 2003 by and between The Dreyfus Corporation ("Dreyfus"), a New York corporation, and Nationwide Financial Services, Inc. and its subsidiaries and affiliates ("Client"), a New York corporation.

DEALER AGREEMENT
Dealer Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Pennsylvania

This Agreement is entered into between the registered broker/dealer executing this Agreement (“Dealer”) and Federated Securities Corp. (“FSC”), as distributor for the Funds subject to this Agreement, pursuant to Distributor's Contracts between FSC and each Fund. Unless otherwise defined, Section 19 of this Agreement sets forth the definitions for capitalized terms used in this Agreement. 1.Agreement for sales of fund shares (a) FSC, as agent for the Funds, hereby offers to sell Shares of the Funds to Dealer, for the account of Dealer's customers, upon the following terms and conditions: (i) Unless otherwise agreed in writing by the parties, Dealer agrees to comply with reasonable instructions provided by FSC or a Fund from time to time (“Instructions”) with respect to establishing accounts and processing purchase orders. (ii) FSC and each Fund reserves the right to reject, in its sole discretion, any purchase order for a Fund's Shares. Unless otherwise instructed by Dealer, FSC agrees

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and Nationwide Life Insurance Company
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Massachusetts

THIS AGREEMENT, made and entered into as of this 15th day of July, 1989 by and among NATIONWIDE LIFE INSURANCE COMPANY, (hereinafter the "Company"), a(n) Ohio corporation, on its own behalf and on behalf of each segregated asset account of the Company set fort on Schedule C hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), a segregated asset account of the Company, and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation.

AMENDED AND RESTATED SERVICE AGREEMENT
Service Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Massachusetts

This Agreement is entered into effective as of the 1st day of April 2002 by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and NATIONWIDE FINANCIAL SERVICES, INC. (“Company”). The parties agree that this Agreement shall amend and restate the prior Service Agreement between them, dated as of January 1, 1996, as amended, in its entirety.

MORGAN STANLEY DISTRIBUTION, INC. ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • New York

This amended and restated ADMINISTRATIVE SERVICE AGREEMENT ("Agreement") is made and entered into on May 5, 2005, with changes to be effective as of the 1st day of April, 2003 and the 18th day of January, 2005 as noted below, by and between MORGAN STANLEY DISTRIBUTION, INC. (the "Distributor") and NATIONWIDE FINANCIAL SERVICES, INC. (the "Company").

October 1, 2002
Supplement for Distribution Services • July 17th, 2007 • Nationwide VL Separate Account-G

This letter sets forth the agreement (“Agreement”) among NFS on behalf of certain of its subsidiary life insurance companies (“you” or the “Company”), on the one hand, and T. Rowe Price Associates, Inc. (“Price Associates”) and T. Rowe Price International, Inc. (“TRPI”) (collectively, “we,” “our” or the “Price Advisers”) on the other, concerning certain administration services to be provided by you or your designee, with respect to the T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc. and the T. Rowe Price International Series, Inc. (the “Fund” and collectively, the “Funds”).

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
Administrative Services Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • California

THIS AGREEMENT, by and between Franklin Templeton 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 Templeton 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 Templeton Distributors, Inc. (the “Underwriter”), among others, dated May 1, 2003 (the “Participation Agreement”).

Restated and Amended Fund Participation Agreement
Fund Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • New York

This Restated and Amended Fund Participation Agreement (“Agreement”), dated as of the 1st day of June, 2003 is made by and between Nationwide Financial Services, Inc. and its subsidiaries and affiliates (separately or collectively “Nationwide”) on behalf of the Nationwide separate accounts identified on Exhibit A which is attached hereto and may be amended from time to time (“Variable Accounts”), and each of the mutual funds listed on Exhibit B (each a “Fund” or collectively the “Funds” or “Dreyfus”) and restates and amends a Fund Participation Agreement between the parties dated as of the 27th day of January, 2000 ("Fund Participation Agreement").

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND, FIDELITY DISTRIBUTORS CORPORATION and NATIONWIDE LIFE INSURANCE COMPANY
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Massachusetts

Participation Agreement dated as of __[1rst]__ day of May, 1988 by and between Nationwide Life Insurance Company, (the “Company”), and Ohio corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule C hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and the Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”) and Fidelity Distributors Corporation (the “Underwriter”), a Massachusetts corporation.

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PARTICIPATION AGREEMENT Among FIDELITY ADVISOR ANNUITY FUND, FIDELITY DISTRIBUTORS CORPORATION and NATIONWIDE LIFE INSURANCE COMPANY
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Massachusetts

THIS AGREEMENT, made and entered into as of the 22nd day of November, 1994 by and among NATIONWIDE LIFE INSURANCE COMPANY, (hereinafter the "Company"), an Ohio corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the FIDELITY ADVISOR ANNUITY FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Massachusetts

THIS AGREEMENT is entered into as of this 1st day of May, 2007 among NATIONWIDE FINANCIAL SERVICES, INC. on behalf of its subsidiary life insurance companies listed on Attachment B (collectively "Nationwide"), and certain of its separate accounts; NATIONWIDE FUND MANAGEMENT LLC (“NFM”), a subsidiary of Nationwide, on its own behalf and on behalf of Nationwide Variable Insurance Trust; AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts, and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a corporation organized under the laws of the State of Delaware.

PARTICIPATION AGREEMENT Among and NATIONWIDE FINANCIAL SERVICES, INC.
Participation Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Maryland

THIS AGREEMENT, made and entered into as of this 1st day of October, 2002 by and among Nationwide Financial Services, Inc. on behalf of its subsidiary life insurance companies (hereinafter, the "Company"), and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the "Account"), and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the "Fund") and T. Rowe Price Investment Services, Inc. (hereinafter the "Underwriter"), a Maryland corporation. All references to the term “Company” in this Agreement shall include the subsidiary life insurance companies, set forth in Schedule A hereto, and all representations, warranties, and other provisions of this Agreement relating to the rights, remedies, obligations, and duties of the Company shall also be deemed to include its subsidiary life insurance companies.

DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT Service Shares of Janus Aspen Series (for Insurance Companies)
Distribution and Shareholder Services Agreement • July 17th, 2007 • Nationwide VL Separate Account-G • Ohio

This Agreement is made as of December 31, 1999, by and between Janus Distributors, Inc. (the “Distributor”), a Colorado corporation, and Nationwide Financial Services, Inc. (“NFS”), a Delaware corporation.

Nationwide Financial Services, Inc. REVENUE SHARING AGREEMENT
Revenue Sharing Agreement • July 17th, 2007 • Nationwide VL Separate Account-G

WHEREAS, Nationwide Financial Services, Inc. (“Nationwide”) and OppenheimerFunds, Inc., investment adviser to certain registered, open-end investment companies (“Funds”) (OppenheimerFunds, Inc. is referred to as the “Fund Party”) have previously entered into a Participation Agreement, as amended (the “Participation Agreement”); and

JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Service II Shares)
Janus Aspen Series • July 17th, 2007 • Nationwide VL Separate Account-G • Colorado

THIS AGREEMENT is made this [5th] day of [May, 2002], between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the “Trust”), NATIONWIDE LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, life insurance companies organized under the laws of the State of Ohio (“Nationwide”), on their own behalf and on behalf of each segregated asset account of Nationwide set forth on Schedule A, as may be amended from time to time (the “Accounts”).

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