ADMINISTRATIVE SERVICES AGREEMENT
AMENDED
AND RESTATED
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.
WHEREAS,
AIM is the investment adviser to AIM Variable Insurance Funds (the “Fund”);
and
WHEREAS,
AIM has entered into an amended Master Administrative Services Agreement, dated
July, 2003, with the Fund (“Master Agreement”) pursuant to which it has agreed
to provide, or arrange to provide, certain administrative services, including
such services as may be requested by the Fund’s Board of Directors from time to
time; and
WHEREAS,
NFS’s subsidiary life insurance companies listed on Schedule A (collectively
“Insurers”) issue variable life insurance policies and/or variable annuity
contracts (collectively, the “Contracts”); and
WHEREAS,
Insurers have entered into a participation agreement (“Participation Agreement”)
with the Fund, pursuant to which the Fund has agreed to make certain of its
Series I and Series II shares of its portfolios (“Portfolios”) available for
purchase by one or more of Insurers’ separate accounts or divisions thereof
(each, a “Separate Account”), as listed on Schedule A hereto, in connection with
the allocation by Contract owners of purchase payments to corresponding
investment options offered under the Contracts; and
WHEREAS,
NFS, Insurers
and AIM mutually agree that the Agreement supersede and replace in its entirety
the Administrative Services Agreement, relating to the Fund’s Series I shares,
dated January 6, 2003 (as amended) by and among AIM, the Insurers and
Nationwide Financial Services, Inc.; and
WHEREAS,
the Parties expect that the Fund, and its Portfolios, can derive substantial
savings in administrative expenses by virtue of having one or more Separate
Accounts of Insurers each as a single shareholder of record of Portfolio shares,
rather than having numerous public shareholders of such shares; and
WHEREAS,
the Parties expect that the Fund, and its Portfolios, can derive such
substantial savings because Insurers performs the administrative services listed
on Schedule B hereto for the Fund in connection with the Contracts issued by
Insurers; and
WHEREAS,
Insurers have no contractual or other legal obligation to perform such
administrative services, other than pursuant to this Agreement and the
Participation Agreement; and
WHEREAS,
NFS and Insurers desire to be compensated for providing such administrative
services; and
WHEREAS,
AIM desires that the Fund benefit from the lower administrative expenses
resulting from the administrative services performed by Insurers;
and
WHEREAS,
AIM desires to retain the administrative services of NFS and Insurers and to
compensate NFS and Insurers for providing such administrative
services;
NOW,
THEREFORE, the Parties agree as follows:
Section
1. Administrative Services; Payments
Therefor.
(a) Insurers
shall provide the administrative services set out in Schedule B hereto and
made
a part hereof, as the same may be amended from time to time relating to Series
I
shares of the Portfolios. For such services, AIM agrees to pay to
NFS, or its designee a quarterly fee (“Quarterly Fee”) equal to a percentage of
the average daily net assets of the Fund attributable to the Contracts issued
by
Insurers (“Insurers’ Fund Assets”) at the annual rate of ___% for Series I
shares of the Portfolios.
(b) AIM
shall calculate the Quarterly Fee at the end of each calendar quarter and will
make such payment to NFS or its designee, without demand or notice from NFS,
within 30 days thereafter, in a manner mutually agreed upon by the Parties
from
time to time.
(c) From
time to time, the Parties shall review the Quarterly Fee to determine whether
it
exceeds or is reasonably expected to exceed the incurred and anticipated costs,
over time, of Insurers. The Parties agree to negotiate in good faith
a reduction to the Quarterly Fee as necessary to eliminate any such excess
or as
necessary to reflect a reduction in the fee paid by the Fund to AIM pursuant
to
the Master Agreement.
Section
2. Nature of Payments.
The
Parties to this Agreement recognize and agree that AIM’s payments hereunder are
for administrative services only and do not constitute payment in any manner
for
investment advisory services or for costs of distribution of Contracts or of
Portfolio shares, and are not otherwise related to investment advisory or
distribution services or expenses. NFS represents and warrants that
the fees to be paid by AIM for services to be rendered by NFS and/or Insurers
pursuant to the terms of this Agreement are to compensate NFS and Insurers
for
providing administrative services to the Fund, and are not designed to reimburse
or compensate NFS and Insurers for providing administrative services with
respect to the Contracts or any Separate Account.
Section
3. Term and Termination.
Any
Party
may terminate this Agreement, without penalty, on 60 days written notice to
the
other Party. Unless so terminated, this Agreement shall continue in effect
for
so long as AIM or its successor(s) in interest, or any affiliate thereof,
continues to perform in a similar capacity for the Fund, and for so long as
Insurers provide the services contemplated hereunder with respect to Contracts
under which values or monies are allocated to a Portfolio.
The
Parties agree that the quarterly fees will be paid to NFS or its designee
according to this Agreement with respect to each Fund as long as shares of
such
Fund are held by the Variable Accounts or so long as such continuance is
specifically approved by a vote of the Board of Trustees of the Fund, and of
the
Trustees who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Master Agreement or in
any
agreements related to the Master Agreement, cast in person at a meeting called
for the purpose of voting on the Master Agreement or related
agreements. This provision will survive termination of this Agreement
and the termination of the related Fund Participation Agreement with
Insurers.
Section
4. Amendment.
This
Agreement may be amended upon mutual agreement of the Parties in
writing.
Section
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
Nationwide
Financial Services, Inc.
Xxx
Xxxxxxxxxx Xxxxx, 0-00-X0
Xxxxxxxx,
Xxxx 00000
Facsimile: (000)
000-0000
Attention:
Securities Officer
A
I M Advisors, Inc.
00
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Facsimile: (000)
000-0000
Attention: Xxxxx
Xxxxxxxx, Esquire
Section
6. Miscellaneous.
(a) Successors
and Assigns. This Agreement shall be binding upon the Parties 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 any 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, as well as the Fund, any
legal
or equitable claim, right or remedy. Rather, this Agreement is
intended to be for the sole and exclusive benefit of the Parties, as well as
the
Fund.
(d) Counterparts. This
Agreement may be executed in counterparts, each of 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 Delaware without reference to the
conflict of law principles 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 of 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.
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date of
first above written.
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NATIONWIDE
FINANCIAL SERVICES, INC.
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By:
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[Xxxxx
X. Xxxxxx]
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Title:
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[Attorney-in-Fact]
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A I M ADVISORS,
INC.
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By:
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[Xxxx
Xxxxxxxxxx]
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Title:
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[President]
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SCHEDULE
A
SUBSIDIARY
LIFE INSURANCE COMPANIES
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
Nationwide
Life Insurance Company of America
Nationwide
Life and Annuity Company of America
INSURERS’
SEPARATE ACCOUNTS
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Nationwide
Variable Account
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Nationwide
Variable Account-II
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Nationwide
Variable Account-3
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Nationwide
Variable Account-4
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Nationwide
Variable Account-5
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Nationwide
Variable Account-6
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Nationwide
Variable Account -7
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Nationwide
Variable Account-8
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Nationwide
Variable Account-9
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Nationwide
Variable Account-10
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Nationwide
Variable Account-11
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Nationwide
Variable Account -12
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Nationwide
Variable Account-13
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Nationwide
Variable Account-14
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Nationwide
Variable Account-15
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Nationwide
Variable Account-16
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Nationwide
Variable Account-17
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Multi-Flex
Variable Account
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Nationwide
VA Separate Account-A
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Nationwide
VA Separate Account-B
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Nationwide
VA Separate Account-C
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Nationwide
VA Separate Account-D
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Nationwide
VLI Separate Account
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Nationwide
VLI Separate Account-2
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Nationwide
VLI Separate Account-3
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Nationwide
VLI Separate Account-4
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Nationwide
VLI Separate Account-5
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Nationwide
VLI Separate Account-6
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Nationwide
VLI Separate Account-7
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Nationwide
VL Separate Account
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Nationwide
VL Separate Account-A
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Nationwide
VL Separate Account-B
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Nationwide
VL Separate Account-C
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Nationwide
VL Separate Account-D
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Nationwide
Private Placement Variable Account
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Nationwide
Provident VLI Separate Account 1
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Nationwide
Provident VLI Separate Account A
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SCHEDULE
B
ADMINISTRATIVE
SERVICES FOR
AIM
VARIABLE INSURANCE FUNDS, INC.
Insurers
shall provide certain administrative services respecting the operations of
the
Fund, as set forth below. This Schedule, which may be amended from
time to time as mutually agreed upon by NFS and AIM, constitutes an integral
part of the Agreement to which it is attached. Capitalized terms used
herein shall, unless otherwise noted, have the same meaning as the defined
terms
in the Agreement to which this Schedule relates.
A. Records
of Portfolio Share Transactions; Miscellaneous Records
1. Insurers
shall maintain master accounts with the Fund, on behalf of each Portfolio,
which
accounts shall bear the name of Insurers as the record owner of Portfolio shares
on behalf of each Separate Account investing in the Portfolio.
2. Insurers
shall maintain a daily journal setting out the number of shares of each
Portfolio purchased, redeemed or exchanged by Contract owners each day, as
well
as the net purchase or redemption orders for Portfolio shares submitted each
day, to assist AIM, the Fund and/or the Fund’s transfer agent in tracking and
recording Portfolio share transactions, and to facilitate the computation of
each Portfolio’s net asset value per share. Insurers shall promptly
provide AIM, the Fund, and the Fund’s transfer agent with a copy of such journal
entries or information appearing thereon in such format as may be reasonably
requested from time to time. Insurers shall provide such other assistance to
AIM, the Fund, and the Fund’s transfer agent as may be necessary to cause
various Portfolio share transactions effected by Contract owners to be properly
reflected on the books and records of the Fund.
3. In
addition to the foregoing records, and without limitation, Insurers shall
maintain and preserve all records as required by law to be maintained and
preserved in connection with providing administrative services
hereunder.
B. Order
Placement and Payment
1. Insurers
shall determine the net amount to be transmitted to the Separate Accounts as
a
result of redemptions of each Portfolio’s shares based on Contract owner
redemption requests and shall disburse or credit to the Separate Accounts all
proceeds of redemptions of Portfolio shares. Insurers shall notify
the Fund of the cash required to meet redemption payments.
2. Insurers
shall determine the net amount to be transmitted to the Fund as a result of
purchases of Portfolio shares based on Contract owner purchase payments and
transfers allocated to the Separate Accounts investing in each
Portfolio. Insurers shall transmit net purchase payments to the
Fund’s custodian.
C. Accounting
Services
Insurers
shall perform miscellaneous accounting services as may be reasonably requested
from time to time by AIM, which services shall relate to the business
contemplated by the Participation Agreement between Insurers and the Fund,
as
amended from time to time. Such services shall include, without
limitation, periodic reconciliation and balancing of Insurers’ books and records
with those of the Fund with respect to such matters as cash accounts, Portfolio
share purchase and redemption orders placed with the Fund, dividend and
distribution payments by the Fund, and such other accounting matters that may
arise from time to time in connection with the operations of the Fund as related
to the business contemplated by the Participation Agreement.
D. Reports
Insurers
acknowledges that AIM may, from time to time, be called upon by the Fund’s Board
of Directors (“Board”), to provide various types of information pertaining to
the operations of the Fund and related matters, and that AIM also may, from
time
to time, decide to provide such information to the Board in its own
discretion. Accordingly, Insurers agree to provide AIM with such
assistance as AIM may reasonably request so that AIM can report such information
to the Fund’s Board in a timely manner. Insurers acknowledge that
such information and assistance shall be in addition to the information and
assistance required of Insurers pursuant to the Fund’s mixed and shared funding
SEC exemptive order, described in the Participation Agreement.
Insurers
further agree to provide AIM with such assistance as AIM may reasonably request
with respect to the preparation and submission of reports and other documents
pertaining to the Fund to appropriate regulatory bodies and third party
reporting services.
E. Fund-related
Contract Owner Services
Insurers
agree to print and distribute, in a timely manner, prospectuses, statements
of
additional information, supplements thereto, periodic reports and any other
materials of the Fund required by law or otherwise to be given to its
shareholders, including, without limitation, Contract owners investing in
Portfolio shares, provided, that with respect to proxy materials, Insurers
shall
bear the expenses associated with (i) text composition, printing, mailing,
distributing, and tabulating proxy materials, including voting instruction
solicitation materials, sent to policy owners with respect to proxy
solicitations related to the Account or related to matters requested by Insurers
and agreed to by the Fund, (ii) making typesetting and other customization
changes to Fund proxy materials, which changes are requested by Insurers and
agreed to by the Fund, and (iii) mailing and distributing Fund proxy
materials. Insurers further agree to provide telephonic support for
Contract owners, including, without limitation, information with respect to
inquiries about the Fund and each Portfolio thereof, communicating with Contract
owners about Fund (and Separate Account) performance relating to their
investments, and assisting with proxy solicitations, specifically with respect
to soliciting voting instructions from Contract owners.
F. Miscellaneous
Services
Insurers
shall provide such other administrative support to the Fund as mutually agreed
between Insurers and AIM or the Fund from time to time. Insurers
shall, from time to time, relieve the Fund of other usual or incidental
administration services of the type ordinarily borne by mutual funds that offer
shares to individual members of the general public.
