AMENDED AND RESTATED SERVICE CONTRACT
AMENDED
AND RESTATED
With
Respect to Initial Class, Initial Class R, Service Class, Service Class R,
Service Class 2, and Service Class 2 R shares of:
Variable
Insurance Products Fund – All Portfolios
Variable
Insurance Products Fund II – All Portfolios
Variable
Insurance Products Fund III – All Portfolios
To
Fidelity Distributors Corporation:
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).
The
previous Service Contract, effective January 1, 2002, between the parties named
below Is hereby amended and restated in its entirety as
follows:
1. We
or our Affiliates (listed below the signature line) acting as our agent for
such
purpose shall provide distribution and certain shareholder services for our
clients who own or are considering the purchase of variable annuity contracts
or
variable life insurance policies for which shares of the Funds are available
as
underlying investment options (“Variable Products”), which services may include,
without limitation, answering questions about the Funds from the owners of
Variable Products; receiving and answering correspondence (including requests
for prospectuses and statements of additional information for the Funds);
performing sub-accounting with respect to Variable Products’ values allocated to
the Funds; preparing, printing and distributing reports of values to owners
of
Variable Products who have contract values allocated to the Funds; printing
and
distributing prospectuses, statements of additional information, any supplements
to prospectuses and statements of additional information, and shareholder
reports; preparing, printing and distributing marketing materials for Variable
Products; assisting customers in completing applications for Variable Products
and selecting underlying mutual investment options; preparing, printing and
distributing subaccount performance figures for subaccounts investing in fund
shares; and providing other reasonable assistance in connection with the
distribution of Fund shares to insurers.
2. We
shall provide such office space and equipment, telephone facilities and
personnel (which may be all or any of the space, equipment and facilities
currently used in our business, or all or any personnel employed by us) as
is
necessary or beneficial for us to provide information and services to
existing and prospective owners of Variable Products, and to assist you in
providing services with respect to Variable Products.
3. We
agree to indemnify and hold you, the Funds, and the agents and affiliates of
each, harmless from any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions, of or by us or our
officers, employees or agents in carrying out our obligations under this Service
Contract. Such indemnification shall survive the termination of this
Contract.
Neither
we nor any of our officers,
employees or agents are authorized to make any representation concerning Fund
shares except those contained in the registration statement or prospectus for
the Fund shares, as such registration statement and prospectus may be amended
or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or
its
designee or by you, except with the permission of the Fund or you or the
designee of either.
4. In
consideration of the services and facilities described herein, we shall be
entitled to receive, and you shall pay or cause to be paid to us, fees at an
annual rate as set forth on the accompanying fee schedule. We
understand that the payment of such fees has been authorized pursuant to, and
shall be paid in accordance with, a Distribution and Service Plan approved
by
the Board of Trustees of the applicable Fund, by those Trustees who are not
“interested persons” of the Fund (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Distribution
and
Service Plan or in any agreement related to the Distribution and Service Plan
(“Qualified Trustees”), and by shareholders of such class; and that such fees
are subject to change during the term of this Contract and shall be paid only
so
long as this Contract is in effect. We also understand and agree
that, notwithstanding anything to the contrary, if at any time payment of all
such fees would, in your reasonable determination, conflict with the limitations
on sales or service charges set forth in Section 2830(d) of the NASD Conduct
Rules, then such fees shall not be paid; provided that in such event each Fund’s
Board of Trustees may, but is not required to, establish procedures to pay
such
fees, or a portion thereof, in such an amount as they shall deem
appropriate.
5. We
agree to conduct our activities in accordance with any applicable federal or
state laws and regulations, including securities laws and to fulfill any
obligation thereunder to disclose, if required, to our clients, the receipt
of
fees in connection with their investments in Variable Products.
6. This
Contract shall continue in force for one year from the effective date (see
below), and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically subject to termination
without penalty at any time if a majority of each Fund’s Qualified Trustees or a
majority of the outstanding voting securities (as defined in the 1940 Act)
of
the applicable class vote to terminate or not to continue the Distribution
and
Service Plan. Either of us also may cancel this Contract at any time
without penalty upon telephonic or written notice to the other; and upon
telephonic or written notice to us, you may also amend or change any provision
of this Contract. This Contract will also terminate automatically in
the event of its assignment (as defined in the 1940 Act).
7. All
communications to you shall be sent to you at your offices, 00 Xxxxxxxxxx
Xxxxxx, Xxxxxx, XX 00000. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown in this
Contract.
8. This
contract shall be construed in accordance with the laws of the Commonwealth
of
Massachusetts.
Very
truly yours,
By: ________________________________
Name: _____[Xxxx
Xxxxxx]_____________
Title:
_____[Asst. Treasurer]______________
Qualified
Recipient: Nationwide Investment Services Corporation
An
affiliate of: Nationwide Life Insurance Company & Nationwide Life and
Annuity Insurance Company
Two
Nationwide Plaza, 2-14-02
Attention:
Compliance Officer
Columbus,
OH 43215
With
a
courtesy copy
to: Nationwide
Financial
One
Nationwide Plaza,
1-09-V3
Attention:
Securities
Officer
Columbus,
Ohio 43215
Date: ______[6/18/02]______________________
FIDELITY
DISTRIBUTORS CORPORATION
By: _____________________________________________
Xxxx
X. Xxxxxx
Senior
Vice President & General
Counsel
NOTE: Please
return TWO signed copies of this Service Contract to Fidelity Distributors
Corporation. Upon acceptance, one countersigned copy will be returned
to you.
For
Internal Use Only:
Effective
Date: April 1, 2002
FEE
SCHEDULE FOR QUALIFIED RECIPIENTS
Variable
Insurance Products Fund – All Portfolios
Variable
Insurance Products Fund II – All Portfolios
Variable
Insurance Products Fund III – All Portfolios
(1) Those
who have signed the Service Contract and who render distribution, administrative
support and recordkeeping services as described in paragraph 1 of the service
Contract will hereafter be referred to as a “Qualified Recipient.”
(2) A
Qualified Recipient providing services pursuant to the Service Contract will
be
paid a monthly fee at an annualized rate of: (a) __ basis points of the average
aggregate net assets of its clients invested in Service Class and Service Class
R shares of the Funds listed above; plus (b) __basis points of the average
aggregate net assets of its clients invested in Service Class 2 and Service
Class 2 R shares of the Funds listed above.
(3) In
addition, a Qualified
Recipient providing services pursuant to the Service Contract will be paid
a
quarterly fee at an annualized rate of : (a) ___ basis points of the average
aggregate net assets of its clients invested in Initial Class and
Initial Class R shares of the Funds referenced above, excluding
the (i) Money Market and index 500 Portfolios and (ii) assets held in the
Nationwide Variable Account 7 (f/k/a the Nationwide Fidelity Advisor
Variable Account); plus (b) ___ basis points on the average aggregate
net assets of its clients invested in Initial Class and Initial Class
R shares of the Funds referenced above, including the Money
Market and Index 500 Portfolios, held in the Nationwide Variable Account
7 (f/k/a the Nationwide Fidelity Advisor Variable Account); plus (c)
___ basis points of the average aggregate net assets of its clients invested
in
Service Class, Service Class R, Service Class 2 and Service Class 2 R shares
of
the Funds referenced above, excluding (i) the Money market and Index 500
Portfolios. In order to be assured of receiving full payment under
this paragraph (3) for a given calendar quarter, a Qualified Recipient
must:
(a) have
insurance company
clients with a minimum of $_______ of average net assets in the aggregate in
the
Funds listed below. For any calendar quarter during which assets in
these Funds are in aggregate less than $________, the amount of the qualifying
assets may be considered to be zero for the purpose of computing the payments
due under this paragraph (3), and the payments under this paragraph (3) may
be
reduced or eliminated; and
(b) not
add any additional
insurance products with Initial Class shares to the Nationwide Variable Account
7 (f/k/a Nationwide Fidelity Advisor Variable Account).
Variable
Insurance Product Funds’ Portfolios: Equity-Income, Growth, Overseas, Asset
Manager, Contrafund, Asset Manager: Growth, Growth Opportunities, Balanced,
Growth & Income, Mid Cap, Dynamic Capital Appreciation, Aggressive Growth,
Value.
(4) Qualified
Recipient
acknowledges and understands that the fee rate in paragraph (3) of this Fee
Schedule (“Rate Information”) is to remain confidential, and that this
confidentiality is of great value and importance to the success of the business
of Fidelity Distributors and/or its affiliates
(“Fidelity’). Qualified Recipient agrees to use its best efforts (the
same being not less than that employed to protect its own confidential
information) to safeguard the Rate Information and to prevent the unauthorized,
negligent or inadvertent disclosure thereof. Qualified Recipient
shall not, without the prior written approval of an officer of Fidelity,
directly or indirectly, disclose the Rate Information to any person or business
entity except for a limited number of employees, attorneys, accountants and
other advisors of the Qualified Recipient and its affiliates on a need-to-know
basis. Qualified Recipient shall be liable under this agreement to
Fidelity for any disclosure in violation of this agreement by its or its
affiliates’ employees, attorneys, accountants or other advisors or
agents. Fidelity shall have the right to equitable and injunctive
relief to prevent such unauthorized, negligent or inadvertent disclosure, as
well as the right to obtain any other available remedies in connection with,
such as unauthorized, negligent or inadvertent disclosure. Qualified
Recipient shall not have any obligations under this paragraph (4) with respect
to the extent that the rate is: (a) required to be disclosed by
Qualified Recipient or affiliates as stated in Paragraph 5 of this Service
Contract, (b) publicly known at the time of the disclosure or becomes publicly
known through no wrongful act or failure of Qualified Recipient or affiliates;
(c) subsequently disclosed to Qualified Recipient or its affiliates on a
non-confidential basis by a third part not having a confidential relationship
with Fidelity; or (d) legally compelled to be disclosed pursuant to a subpoena,
summons, order or other judicial or governmental process, provided Qualified
Recipient or affiliates provide prompt notice of any such subpoena, order,
etc.
to Fidelity so that Fidelity will have the opportunity to obtain a protective
order. Qualified Recipient’s obligation not to disclose the Rate
Information shall survive any termination of the Service Contract, as it may
be
amended, for a period of ten (10)
years.
FIRST
AMENDMENT TO
AMENDED
AND RESTATED SERVICE CONTRACT
This
Amendment to Amended and Restated Service Contract, effective as of April 1,
2006 modifies the Service Contract with respect to Initial Class, Initial Class
R, Service Class, Service Class R, Service Class 2 and Service Class 2 R shares
entered into by and between FIDELITY DISTRIBUTORS CORPORATION and NATIONWIDE
INVESTMENT SERVICES CORPORATION dates as of April 1, 2002.
The
parties do hereby agree to amend the Service Contract by replacing the FEE
SCHEDULE FOR QUALIFIED RECIPIENTS with the revised fee schedule,
attached.
IN
WITNESS WHEREOF, the parties have set their hands below.
Company: Nationwide
Investment Services Corporation
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An
affiliate of:
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Nationwide
Life Insurance Company, Nationwide Life & Annuity Insurance Company,
Nationwide Life Insurance Company of America & Nationwide Life and
Annuity Insurance Company of
America
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By: _____________________
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Name: Xxxxx
X. Xxxxxx
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Title: Officer
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FIDELITY
DISTRIBUTORS CORPORATION
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_________________________
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Xxxx
Xxxxxxxx
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Executive
Vice President
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REVISED
FEE SCHEDULE FOR QUALIFIED RECIPIENTS
TO
THE
AMENDED AND RESTATED SERVICE CONTRACT
BETWEEN
FIDELITY
DISTRIBUTORS CORPORATION
AND
NATIONWIDE
INVESTMENT SERVICES CORPORATION
AN
AFFILIATE OF NATIONWIDE LIFE INSURANCE COMPANY & NATIONWIDE LIFE
&
ANNUITY
INSURANCE COMPANY
EFFECTIVE
April
1,
2006
Variable
Insurance Products Fund – All Portfolios
Variable
Insurance Products Fund II – All Portfolios
Variable
Insurance Products Fund III – All Portfolios
Variable
Insurance Products Fund IV – All Portfolios
(1) Those
who have signed the Service Contract and who render distribution, administrative
support and recordkeeping services as described in paragraph 1 of the service
Contract will hereafter be referred to as a “Qualified Recipients.”
(2) A
Qualified Recipient providing services pursuant to the Service Contract will
be
paid a monthly fee at an annualized rate of: (a) ___ basis points of the average
aggregate net assets of its clients invested in Service Class and Service Class
R shares of the Funds listed above; plus (b) ____ basis points of the average
aggregate net assets of its clients invested in Service Class 2 and Service
Class 2 R shares of the Funds listed above.
(3) In
addition, a Qualified
Recipient providing services pursuant to the Service Contract will be paid
a
quarterly fee at an annualized rate of (a) ____ basis points of the average
aggregate net assets of its clients invested in Initial Class and Initial Class
R shares of the Funds referenced above, excluding the (i) Money Market and
index
500 Portfolios and (ii) assets held in the Nationwide Variable Account 7 (f/k/a
the Nationwide Fidelity Advisor Variable Account); plus (b) ____ basis points
on
the average aggregate net assets of its clients invested in Initial Class and
Initial Class R shares of the Funds referenced above, including the Money Market
and Index 500 Portfolios, held in the Nationwide Variable Account 7 (f/k/a
the
Nationwide Fidelity Advisor Variable Account); plus (c) ____ basis points of
the
average aggregate net assets of its clients invested in Service Class, Service
Class R of the Funds referenced above, excluding (i) the Money market and Index
500 Portfolios; plus (d) ____ basis points of the average aggregate net assets
of its clients invested in Service Class 2 and Service Class 2 R shares of
the
Funds referenced above, excluding (i) the Money Market and Index 500
Portfolios.
In
order
to be assured of receiving full payment under this paragraph (3) for a given
calendar quarter, a Qualified Recipient must:
(a) have
insurance company clients with a minimum of $______ of average net assets in
the
aggregate in the Funds listed above excluding Money Market and Index 500
Portfolios. For any calendar quarter during which assets in these
Funds are in aggregate less than $_______, the amount of the qualifying assets
may be considered to be zero for the purpose of computing the payments due
under
this paragraph (3), and the payments under this paragraph (3) may be reduced
or
eliminated; and
(b) not
add any additional insurance products with Initial Class shares to the
Nationwide Variable Account 7 (f/k/a Nationwide Fidelity Advisor Variable
Account).
SECOND
AMENDMENT TO
AMENDED
AND RESTATED SERVICE CONTRACT
This
Second Amendment to Amended and Restated Service Contract, modifies the First
Amendment to Service Contract with respect to Initial Class, Initial Class
R,
Service Class, Service Class R, Service Class 2 and Service Class 2 R shares
entered into by and between FIDELITY DISTRIBUTORS CORPORATION and NATIONWIDE
INVESTMENT SERVICES CORPORATION dates as of April 1, 2006.
The
parties do hereby agree to amend First Amendment to Amended and Restated Service
Contract by changing the effective date to January 1, 2006.
IN
WITNESS WHEREOF, the parties have set their hands below.
Company: Nationwide
Investment Services Corporation
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An
affiliate of:
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Nationwide
Life Insurance Company, Nationwide Life & Annuity Insurance Company,
Nationwide Life Insurance Company of America & Nationwide Life and
Annuity Insurance Company of
America
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By: _____________________
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Name: Xxxxx
X. Xxxxxx
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Title: Vice
President
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Date: __December
20, 2006 __
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FIDELITY
DISTRIBUTORS CORPORATION
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By: ___________________________
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Name: Xxxx
Xxxxxxxx
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Title: Executive
Vice President
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Date: ____[1/22/07]_______________
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