ADMINISTRATIVE SERVICES AGREEMENT
Nationwide
Financial Services, Inc. ("NFS") and Salomon Brothers Asset Management Inc
("SBAM") mutually agree to the arrangements set forth in this Agreement (the
"Agreement") dated as of September , 1999.
WHEREAS,
NFS is the holding company for Nationwide Life Insurance Company and its
wholly-owned subsidiary, Nationwide Life and Annuity Insurance Company,
(collectively referred to herein as "Nationwide"), each of which issues Variable
Annuity Contracts (the "Contracts") and/or Variable Life Insurance Policies
(the
"Policies"); and
WHEREAS,
amounts invested in the Contracts and/or Policies by Contract owners or Policy
holders are deposited in separate accounts of the Nationwide which will in
turn
purchase shares of certain portfolios of the Salomon Brothers Variable Series
Funds Inc (the "Fund"), each of which is an investment option offered under
the
Contracts or Policies; and
WHEREAS,
the Fund and SBAM, as adviser to the Fund, expect to derive savings in
administrative expenses by virtue of having separate accounts of the Nationwide
as shareholders of record of Fund shares, rather than numerous public
shareholders, and having NFS, or an entity on its behalf, perform certain
administrative services for the Fund (which are identified on Schedule A
hereto); and
WHEREAS,
neither NFS nor any other person has any contractual or other legal obligation
to perform such administrative services for the Fund; and
WHEREAS,
NFS desires to be compensated for providing such administrative services
to the
Fund; and
WHEREAS,
SBAM desires that it benefit from the lower administrative expenses expected
to
result from the administrative services performed by NFS, or an entity on
its
behalf;
NOW,
THEREFORE, the parties agree as follows:
1.
ADMINISTRATION EXPENSE PAYMENTS
(a) SBAM
agrees to pay NFS an amount as identified and described on Schedule B
hereto.
(b) SBAM
shall calculate the payment contemplated by this Section 1 at the end of
each
calendar quarter and will make such payment to NFS, without demand or notice
by
NFS, reasonably promptly thereafter.
(c) The
payment will be paid to NFS by electronic transfer as soon as practicable,
but
no later than 30 days after the end of the period in which they were earned.
The
payment will be paid on a quarterly basis. Such payment shall be accompanied
or
preceded by a statement showing the calculation of the showing the calculation
of the amounts being paid by the Adviser for the relevant period and such
other
supporting data as may be reasonably requested by NFS.
(d) The
payment shall be calculated as an annualized percentage of the average aggregate
amount invested in the Funds under the Contracts issued by the Variable Accounts
for the applicable period. The average aggregate amount shall be computed
by
totaling the aggregate investment (net asset value multiplied by the total
number of Fund shares held in the Variable Accounts) on each calendar day
during
the period and dividing it by the number of days in the period.
2. TERM
This
Agreement shall remain in fu11 force and effect for a period of one year
from
the date hereof and shall be automatically renewed thereafter for successive
one-year periods, unless otherwise terminated in accordance with Section
3
hereof.
3. TERMINATION
(a) This
Agreement will be terminated upon mutual agreement of the Parties hereto
in
writing.
(b) Either
party to this Agreement may, by notice to the other party delivered at least
ninety (90) days in advance, elect to terminate this Agreement.
(c) This
Agreement shall automatically terminate upon (1) the termination of the
Participation Agreement between Nationwide and the Fund; (2) a material breach
of this Agreement by NFS or the Adviser; or (3) an assignment as defined
by
Section 2(a)(4) of the Investment Company Act of 1940. However, the parties
agree that a payment will be paid to NFS according to this Agreement with
respect to each Fund as long as shares of such Fund are held by the Variable
Accounts. This provision will survive the termination of the corresponding
Fund
Participation Agreement.
4. AMENDMENT
This
Agreement may be amended only upon mutual agreement of the parties hereto
in
writing.
5. NOTICES
All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered
(a)
to
SEAM at 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: General
Counsel.
{b)
to
NFS at Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxx 00000, attention: Senior Vice
President - Sales-Financial Services.
6.
MISCELLANEOUS
(a) Successors
and Assigns. This Agreement shall be binding upon the parties hereto and
their transferees, successors and assigns. The benefits of and the right
to
enforce this Agreement shall accrue to the parties and their transferees,
successors and assigns.
(b) Assignment.
Neither this Agreement nor any of the rights, obligations or liabilities
of
either party hereto shall be assigned without the written consent of the
other
party.
(c) Intended
Beneficiaries. Nothing in this Agreement shall be construed to give any person
or entity other than the parties hereto any legal or equitable claim, right
or
remedy. Rather, this Agreement is intended to be for the sole and exclusive
benefit of the parties hereto.
(d) Counterparts.
This Agreement may be executed in counterparts, each which shall be deemed
an
original but all of which shall together constitute one and the same
instrument.
(e) Applicable
Law. This Agreement shall be interpreted, construed, and enforced in accordance
with the laws of the State of New York, without reference to the conflict
of law
provisions thereof.
(f) Severability.
If any portion of this Agreement shall be found to be invalid or unenforceable
by a court or tribunal or regulatory agency or competent jurisdiction, the
remainder shall not be affected thereby, but shall have the same force and
effect as if the invalid or unenforceable portion had not been
inserted.
(g) NFS
and the Adviser agree that the payment described in this Agreement is for
administrative services only and does not constitute payment in any manner
for
investment advisory services or the cost of distribution of the Funds or
the
Contracts.
(h) Each
of the parties to this Agreement acknowledges and agrees that this Agreement
and
the arrangement described herein are intended to be non-exclusive and that
each
of the parties is free to enter into similar agreements or arrangements with
other entities.
SALOMON
BROTHERS ASSET
Title:
Chief Compliance Officer
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above written.
SCHEDULE
A
ADMINISTRATIVE
SERVICES FOR THE FUND
MAINTENANCE
OF BOOKS AND RECORDS
B Maintaining
a record of she purchases to assist transfer agent in recording issuance
of
shares.
B Performing
miscellaneous account services to assist transfer agent in recording transfers
of shares (via net purchase and sale orders).
B Reconciliation
and balancing of the separate account at the Fund level in the general ledger
and reconciliation of cash accounts at general account.
PURCHASE
ORDERS
B Determination
of net amount of cash flow into F.
B Reconciliation
and deposit of receipts at Fund level and confirmation thereof. REDEMPTION
ORDERS
B Determination
of net amount required for redemptions by Fund.
B Notification
to Fund of cash required to meet payments for redemption. REPORTS
B Periodic
information reporting to the Fund as mutually agreed to in writing by NFS
or an
entity on its behalf and the Fund.
FUND-RELATED
CONTRACT OWNER
SERVICES
B Telephonic
support for Contract owners and Policy Holders with respect to inquiries
about
the Fund (not including information about performance or related to
sales.)
OTHER
ADMINISTRATIVE SUPPORT
B Sub-Accounting
services as mutually agreed to in writing by NFS and the Fund.
B Providing
other administrative support to the Fund as mutually agreed to in writing
by NFS
and the Fund.
B Relieving
the Fund of other usual or incidental administrative services provided to
individual shareholders as mutually agreed to in writing by NFS and the
Fund.
B Preparation
of reports to certain third-party reporting services as mutually agreed to
in
writing by NFS and the Fund.
AMENDMENT
NO.
1 TO SCHEDULE
B
This
amendment corresponds to the Administrative Services Agreement dated September
1999
The
Administrative Services Agreement between Nationwide and SALOMON BROTHERS
ASSETS
MANAGEMENT INC is applicable to the following portfolios of the
Fund:
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SEPARATE
ACCOUNTS
UTILIZING
THE FUNDS
|
CORRESPONDING
NATIONWIDE
CONTRACT
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PORTFOLIOS
AVAILABLE UNDER THE CONTRACTS
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Nationwide
Private Client
Corporate
Variable Universal
Life
|
Nationwide
Private Clients
Corporate
Variable Universal
Life
|
· Salomon
Brothers Variable Total Return Fund- XX bps
· Salomon
Brothers Variable Capital Fund- XX bps
· Salomon
Brothers Variable High Yield Bond Fund- XX bps
· Salomon
Brothers Variable Strategic Bond Fund-XX bps
· Salomon
Brothers Variable Investors Fund- XX bps
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Nationwide
Qualified Plans
Variable
Account (‘APVA”)
|
Qualified
Plans Variable Group
Annuity
Contract
|
· Small
Cap Growth Fund- XX bps
· International
Equity Fund-XX bps
· Capital
Fund- XX bps
· Investors
Growth Fund- XX bps
· High
Yield Bond- XX bps
· Strategic
Bond Fund- XX bps
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The
applicable annual fee shown herein above shall be of the aggregate investments
in the portfolios of the Fund by all separate accounts of Nationwide related
to
the Contracts and Policies as a percentage of the daily net asset value of
such
investments.
NATIONWIDE
FINANCIAL SERVICES,
INC. SALOMON
BROTHERS ASSET
MANAGEMENT
INC
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Date:
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Date:
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