ASSIGNMENT AND ASSUMPTION OF DISTRIBUTOR’S INTEREST UNDER DISTRIBUTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION
AGREEMENT is entered into as of May 1, 2009 (the “Effective Date”) by and between
Nationwide Securities, LLC (“Assignor”) and Nationwide Investment Services
Corporation ("Assignee").
W I T N E S S E T H
:
WHEREAS, Assignor is the Distributor
under a Distribution Agreement (the "Agreement") made effective as of May 12,
2008 by and among Nationwide Life Insurance Company of America (“NLICA”),
Nationwide Life and Annuity Company of America (“NLACA”) and 1717 Capital
Management Company, predecessor by merger to Assignor (“1717 CMC”);
WHEREAS, Assignor, as successor by
merger to 1717 CMC, desires to assign all of its rights, duties and
responsibilities as Distributor under the Agreement in order to consolidate
variable product distribution functions within the Nationwide family of
companies;
WHEREAS, in furtherance of such plan to
consolidate distribution functions, Assignee desires to assume all of
Assignor's obligations as the Distributor under the Agreement; and
WHEREAS, the Agreement prohibits
assignment without the consent of NLICA and NLACA, and NLICA and NLACA have
agreed to consent to such assignment provided that Assignee assumes Assignor’s
obligations under the Agreement.
NOW, THEREFORE, Assignor and Assignee
do hereby agree, for good and valuable consideration, the receipt of which is
hereby acknowledged, as follows:
1. Effective
as of the Effective Date, Assignor hereby transfers and assigns to Assignee all
of its rights, duties and obligations in, to and under the
Agreement.
2. Effective
as of the Effective Date, Assignee hereby accepts such transfer and assignment
and assumes and agrees to observe, perform and be bound by all of the
undertakings and obligations of Assignor pursuant to the Agreement, whether
absolute or contingent, whether presently existing or hereafter
arising.
3. Assignor
and Assignee hereby request the approval of NLICA and NLACA to the foregoing
assignment and assumption. To induce NLICA and NLACA to grant such
requests, Assignee hereby acknowledges that the Agreement is in full force and
effect in accordance with its terms and agrees and confirms that all warranties
and representations of Assignor contained in the Agreement are incorporated
herein and remade by Assignee as of the date hereof in all respects as if set
forth in full herein.
4. Assignee's
address for the giving of notices pursuant to Section 10.c. of the Agreement
shall be:
Nationwide
Investment Services Corporation
Attention:
President
Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx,
Xxxx 00000
IN WITNESS WHEREOF, Assignor and
Assignee have executed this Assignment and Assumption Agreement as of the day
and year first above set forth.
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Assignor:
Nationwide
Securities, LLC
By:
/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X.
Xxxxxxxx
Title:
President
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Assignee:
Nationwide
Investment Services Corporation
By:
/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X.
Xxxxx
Title:
President
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Consented
to:
Nationwide
Life Insurance Company of America
Nationwide
Life and Annuity Company of America
By:
/s/ Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
President
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