SERVICES AGREEMENT
The
terms
and conditions of this Services Agreement between Pacific Investment Management
Company LLC (“PIMCO”) and Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company (collectively the “Company”) are effective as of
March 28, 2002.
WHEREAS,
the Company, PIMCO Funds Distributors LLC and PIMCO Variable Insurance Trust
(the “Trust”) have entered into a Fund Participation Agreement dated March 28,
2002 as may be amended from time to time (the “Participation Agreement”),
pursuant to which the Company, on behalf of certain of its separate accounts
(the “Separate Accounts”), purchases Administrative Class shares (“Shares”) of
certain Portfolios of the Trust (“Portfolios”) to serve as an investment vehicle
under certain variable annuity and/or variable life insurance contracts
(“Variable Contracts”) offered by the Company, which Portfolios may be one of
several investment options available under the Variable Contracts;
and
WHEREAS,
PIMCO recognizes that it will derive substantial savings in administrative
expenses by virtue of having a sole shareholder rather than multiple
shareholders in connection with each Separate Account’s investments in the
Portfolios, and that in the course of soliciting applications for Variable
Contracts issued by the Company and in servicing owners of such Variable
Contracts, the Company will provide information about the Trust and its
Portfolios from time to time, answer questions concerning the Trust and its
Portfolios, including questions respecting Variable Contract owners’ interests
in one or more Portfolios, and provide services respecting investments in
the
Portfolios; and
WHEREAS,
PIMCO wishes to compensate the Company for the efforts of the Company in
providing written and oral information and services regarding the Trust to
Variable Contract owners; and
WHEREAS,
the following represents the collective intention and understanding of the
service fee agreement between PIMCO and the Company.
NOW,
THEREFORE, in consideration of their mutual promises, the Company and PIMCO
agree as follows:
1. Services. The
Company and/or its affiliates agree to provide services (“Services”) to owners
of Variable Contracts including, but not limited to: teleservicing
support in connection with the Portfolios; delivery of current Trust
prospectuses, reports, notices, proxies and proxy statements and other
informational materials; facilitation of the tabulation of Variable Contract
owners’ votes in the event of a Trust shareholder vote; maintenance of Variable
Contract records reflecting Shares purchased and redeemed and Share balances,
and the conveyance of that information to the Trust or PIMCO as may be
reasonably requested; provision of support services, including providing
information about the Trust and its Portfolios and answering questions
concerning the Trust and its Portfolios, including questions respecting Variable
Contract owners’ interests in one or more Portfolios; provision and
administration of Variable Contract features for the benefit of Variable
Contract owners in connection with the Portfolios, which may include fund
transfers, dollar cost averaging, asset allocation, portfolio rebalancing,
earnings sweep, and pre-authorized deposits and withdrawals; and provision
of
other services as may be agreed upon from time to time.
2.
Compensation. In consideration of the Services, PIMCO agrees
to pay to the Company a service fee at an annual rate equal to ([XX]) basis
points ([XX%]) of the average daily value of the Shares held in the Separate
Accounts. Such payments will be made monthly in
arrears. For purposes of computing the payment to the Company under
this paragraph 2, the average daily value of Shares held in Separate Accounts
over a monthly period shall be computed by totaling such Separate Accounts’
aggregate investment (Share net asset value multiplied by total number of
Shares
held by such Separate Accounts) on each business day during the calendar
month,
and dividing by the total number of business days during such
month. The payment to the Company under this paragraph 2 shall be
calculated by PIMCO at the end of each calendar month and will be paid to
the
Company within 30 days thereafter. Payment will be accompanied by a
statement showing the calculation of the monthly amounts payable by PIMCO
and
such other supporting data as may be reasonably requested by the
Company.
3.
Term. This Services Agreement shall remain in full force and
effect for an initial term of one year, and shall automatically renew for
successive one year periods. This Services Agreement may be
terminated by either party hereto upon 30 days written notice to the
other. This Services Agreement shall terminate automatically upon the
redemption of all Shares held in the Separate Accounts, upon termination
of the
Participation Agreement, upon a material, unremedied breach of the Participation
Agreement, as to a Portfolio upon termination of the investment advisory
agreement between the Trust, on behalf of such Portfolio, and PIMCO, or upon
assignment of the Participation Agreement by either the Company or
PIMCO. Notwithstanding the termination of this Services Agreement,
PIMCO will continue to pay the service fees in accordance with paragraph
2 so
long as net assets of the Separate Accounts remain in a Portfolio, provided
such
continued payment is permitted in accordance with applicable law and
regulation.
4.
Amendment. This Services Agreement may be amended only upon
mutual agreement of the parties hereto in writing.
5.
Effect on Other Terms, Obligations and Covenants. Nothing
herein shall amend, modify or supersede any contractual terms, obligations
or
covenants among or between any of the Company, PIMCO or the Trust previously
or
currently in effect, including those contractual terms, obligations or covenants
contained in the Participation Agreement.
In
witness whereof, the parties have caused their duly authorized officers to
execute this Services Agreement.
PACIFIC
INVESTMENT MANAGEMENT COMPANY LLC
__________________________________________
By: Xxxxxxx
X. Xxxxxxx
Title: Senior
Vice President
Date: December
19, 2002
NATIONWIDE
LIFE INSURANCE COMPANY
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NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
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__________________________________________
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By:
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Xxxxxxx
X. Xxxxxx
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Title:
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Vice
President – Investment & Advisory
Server
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Date:
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[January
25, 2003]
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AMENDMENT
NO. 1 TO PIMCO VARIABLE INSURANCE TRUST
This
Amendment No. 1 to the PIMCO Variable Insurance Trust Services Agreement
dated
March 28, 2002, between PIMCO Variable Insurance Trust (the “Trust”) and
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company (“Authorized Firm”) is effective as of __January 1,
2003___. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Agreement.
WHEREAS,
the Trust and Authorized Firm entered into the Agreement to provide for certain
administrative, record keeping and investor services for customers of the
Authorized Firm that invest in the Portfolios of the Trust;
NOW,
THEREFORE, in consideration of their mutual promises, the Trust and Authorized
Firm acting pursuant to Section 13 of the Agreement, agree as
follows:
1. Nationwide
Life Insurance Company of America and Nationwide Life and Annuity Company
of
America are hereby added as additional parties to the Agreement.
2. All
references to the “Company” in the original agreement shall now include
Nationwide Life Insurance Company of America and Nationwide life and Annuity
Company of America (hereafter collectively the “Authorized Firm”).
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3.
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Section
15 is added as follows:
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Termination
of Prior Agreements. The parties agree that by this Amendment the
following Agreements are superseded and replaced:
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·
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The
PIMCO Variable Insurance Trust Services Agreement between Nationwide
Life
Insurance Company of America (fna Provident Mutual Life Insurance
Company)
and PIMCO Variable Insurance Trust dated June 1, 2001 and assigned
on or
about October 1, 2002; and
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·
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The
PIMCO Variable Insurance Trust Services Agreement between Nationwide
Life
and Annuity Company of America (fna Providentmutual Life and Annuity
Company of America) and PIMCO Variable Insurance Trust dated April
1, 2001
and assigned on or about October 1,
2002.
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4.
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The
Agreement, as amended, is and shall remain in full force and effect
until
terminated pursuant to the terms of the
Agreement.
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This
Amendment No. 1 may be executed simultaneously in two or more counterparts,
each
of which taken together shall constitute one and the same
instrument.
PIMCO
Variable Insurance Trust
By: _________________________ Address
for Notices:
Name: [Xxxxxxx
X.
Xxxxxxx] 000 Xxxxxxx Xxxxxx
Xxxxx
Title: __Senior
Vice
President____ Xxxxxxx
Xxxxx, XX 00000
Fax: (000)
000-0000
AUTHORIZED
FIRM:
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
By: __________________________
Name: _[Xxxxxxx
X. Xxxxxx]_______
Title: __Vice
President___________
Nationwide
Life Insurance Company of America
Nationwide
Life and Annuity Company of America
By: __________________________
Name: [Xxxxx
X.
Xxxxxxxx]
Title: ___V.
P. & Asst. Secretary___
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Address
for Notices:
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Xxx
Xxxxxxxxxx Xxxxx
0-00-X0
Xxxxxxxx,
Xxxx 00000
Attention: Securities
Officer
FAX: (000)
000-0000
AMENDMENT
NO. 2 TO SERVICES AGREEMENT
This
Amendment No. 2 to the Services
Agreement dated March 28, 2002, as amended, (the “Agreement”) between Pacific
Investment Management Company LLC (“PIMCO”) and Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance Company, Nationwide Life
Insurance Company of America, and Nationwide Life and Annuity Company of
America
(collectively the “Company”) is effective as of May 1,
2004. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
WHEREAS,
PIMCO and the Company entered
into the Agreement to provide for the rendering of services to the owners
of
variable annuity and/or variable life insurance contracts (“Variable Contracts”)
offered by the Company that use shares of certain Portfolios of PIMCO Variable
Insurance Trust (the “Trust’) as the underlying investment vehicle;
NOW,
THEREFORE, in consideration of
their mutual promises, PIMCO and the Company, acting pursuant to Section
4 of
the Agreement, agree as follows:
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1.
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Schedule
A is amended to add the All Asset Portfolio. The Amended
Schedule A is attached to and made a part of this
Agreement.
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2.
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The
Agreement, as amended, is and shall remain in full force and effect
until
terminated pursuant to the terms of the
Agreement.
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This
Amendment No. 2 may be executed simultaneously in two or more counterparts,
each
of which taken together shall constitute one and the same
instrument.
PACIFIC
INVESTMENT MANAGEMENT COMPANY
LLC
____________________________________________
By: Xxxxxxx
X. Xxxxxxx
Title: Executive
Vice President
NATIONWIDE
LIFE INSURANCE
COMPANY
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
____________________________________________
By: Xxxxxxx
X. Xxxxxx
Title: VP,
Investment and Advisory Services
NATIONWIDE
LIFE INSURANCE COMPANY OF
AMERICA
NATIONWIDE
LIFE AND ANNUITY COMPANY OF
AMERICA
____________________________________________
By: Xxxxx
X. Xxxxxxxx
Title: VP
and Assistant SecretarySCHEDULE A
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Nationwide
Insurance Portfolio
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Fee
effective January 1, 2003 through December 31,
2004
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Fee
effective January 1, 2005 on assets per Portfolio
basis
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Total
Return, Admin. Class
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XX
bps
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Less
than $50
MM: XX
bps
$50
- $200
MM: XX
bps
$200
- $500
MM: XX
bps
More
than $500
MM: XX
bps
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High
Yield, Admin. Class
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XX
bps
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Less
than $50
MM: XX
bps
$50
- $100
MM: XX
bps
More
than $100
MM: XX
bps
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Low
Duration, Admin. Class
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XX
bps
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Less
than $50
MM: XX
bps
$50
- $100
mil.: XX
bps
More
than $100
MM: XX
bps
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Real
Return, Admin. Class
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XX
bps
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Less
than $50
MM: XX
bps
$50
- $100
mil.: XX
bps
More
than $100
MM: XX
bps
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Nationwide
Insurance Portfolio
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Fee
effective May 1, 2004
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All
Asset, Admin. Class
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XX
bps
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AMENDMENT
NO. 3 TO SERVICES AGREEMENT
This
Amendment No. 3 to the Services
Agreement dated March 28, 2002, as amended, (the “Agreement”) between Pacific
Investment Management Company LLC (“PIMCO”) and Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance Company, Nationwide Life
Insurance Company of America and Nationwide Life and Annuity Company of America
(collectively the “Company”) is effective as of July 1,
2004. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
WHEREAS,
PIMCO and the Company entered
into the Agreement to provide for the rendering of services to the owners
of
variable annuity and/or variable life insurance contracts (“Variable Contracts”)
offered by the Company that use shares of certain Portfolios of PIMCO Variable
Insurance Trust (the “Trust’) as the underlying investment vehicle;
NOW,
THEREFORE, in consideration of
their mutual promises, PIMCO and the Company, acting pursuant to Section
4 of
the Agreement, agree as follows:
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3.
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Schedule
A is amended to add the CommodityRealReturn Strategy
Portfolio. The Amended Schedule A is attached to and made a
part of this Agreement.
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4.
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The
Agreement, as amended, is and shall remain in full force and effect
until
terminated pursuant to the terms of the
Agreement.
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This
Amendment No. 3 may be executed simultaneously in two or more counterparts,
each
of which taken together shall constitute one and the same
instrument.
PACIFIC
INVESTMENT MANAGEMENT COMPANY
LLC
____________________________________________
By: Xxxxxxx
X. Xxxxxxx
Title: Executive
Vice President
NATIONWIDE
LIFE INSURANCE
COMPANY
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
____________________________________________
By: Xxxxxxx
X. Xxxxxx
Title: VP,
Investment and Advisory Services
NATIONWIDE
LIFE INSURANCE COMPANY OF
AMERICA
NATIONWIDE
LIFE AND ANNUITY COMPANY OF
AMERICA
____________________________________________
By: Xxxxx
X. Xxxxxxxx
Title: VP
and Assistant Secretary
SCHEDULE
A
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Nationwide
Insurance Portfolio
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Fee
effective January 1, 2003 through December 31,
2004
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Fee
effective January 1, 2005 on assets per Portfolio
basis
|
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Total
Return, Admin. Class
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XX
bps
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Less
than $50
MM: XX
bps
$50
- $200
MM: XX
bps
$200
- $500
MM: XX
bps
More
than $500
MM: XX
bps
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High
Yield, Admin. Class
|
XX
bps
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Less
than $50
MM: XX
bps
$50
- $100
MM: XX
bps
More
than $100
MM: XX
bps
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Low
Duration, Admin. Class
|
XX
bps
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Less
than $50
MM: XX
bps
$50
- $100
mil.: XX
bps
More
than $100
MM: 20
bps
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Real
Return, Admin. Class
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XX
bps
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Less
than $50
MM: XX
bps
$50
- $100
mil.: XX
bps
More
than $100
MM: XX
bps
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Nationwide
Insurance Portfolio
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Fee
effective May 1, 2004
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All
Asset, Admin. Class
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XX
bps
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Nationwide
Insurance Portfolio
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Fee
effective July 1, 2004
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CommodityRealReturn
Strategy, Admin. Class
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XX
bps
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