ADMINISTRATIVE SERVICES AGREEMENT
This
ADMINISTRATIVE SERVICES AGREEMENT
(“Agreement”) made as of June 5, 2007, is by and between Lincoln Investment
Advisors Corporation, an Indiana corporation (“Adviser”) and Nationwide
Financial Services, Inc., a company organized under the laws of Delaware
(“Company”).
Recitals
WHEREAS,
Lincoln
Variable Insurance Products Trust (the “Trust”) is registered under the
Investment Company Act of 1940 (the “Investment Company Act”) as an open-end
management investment company;
WHEREAS,
the
Trust is
composed of separate series, some or all of which are listed on the attached
Schedule One (each, a “Fund”) as it may be amended from time to
time;
WHEREAS,
the parties have entered into
a Fund Participation Agreement (the “Participation Agreement,” as the
same may be amended from time to time), dated June 5, 2007, by and among
Company, Adviser and the Trust, on its behalf and on behalf of the Funds and
Lincoln Financial Distributors, Inc.;
WHEREAS,
pursuant to the Participation
Agreement, Company, on behalf of certain of its separate accounts identified
therein (“Separate Account(s)”), shall purchase shares (“Shares”) of certain
Funds to serve as an investment vehicle for the Separate Accounts to fund
certain variable life and annuity contracts identified on Schedule
Two hereto (as the same may be amended from time to time) (the “Contracts”),
which Funds may be one of several investment options available under the
Contracts;
WHEREAS,
Adviser provides or procures,
among other things, investment advisory and/or administrative services to the
Funds;
WHEREAS,
Adviser desires Company to
provide the administrative services specified in the attached Exhibit A
(“Administrative Services”), in connection with customers purchasing Shares
indirectly through their purchases of Contracts issued by one or more Separate
Accounts of the Company (the “Shareholders”); and Company is willing and able to
provide such Administrative Services on the terms and conditions hereinafter
set
forth;
NOW,
THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, each party hereto severally agrees as follows:
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1.
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Company
agrees to perform some or all of the Administrative Services specified
in
Exhibit A hereto for the benefit of the
Shareholders.
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2.
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Company
agrees to maintain separate records for each Shareholder, which records
shall reflect Shares purchased and redeemed for the benefit of the
Shareholder and Share balances held for the benefit of the
Shareholder.
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3.
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Company
may contract with or establish relationships with other parties for
the
provision of the Administrative Services or other activities of Company
required by this Agreement, or the Participation
Agreement.
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4.
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In
consideration of the performance of the Administrative Services by
Company
with respect to the Contracts, beginning on the date hereof, Adviser
agrees to pay Company an annual fee which shall equal [X.XX%] (the
“Asset
Fee”) of the average daily value of each Fund’s assets attributable to the
Contracts held by the Shareholders. The foregoing fee will be paid
by
Adviser to Company quarterly within thirty (30) days after the end
of the
calendar quarter. For purposes of determining the payment, the
total of the average daily net assets in the applicable Funds shall
be
multiplied by the Asset Fee multiplied by the actual number of calendar
days in the period divided by the number of calendar days in the
year.
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Notwithstanding
anything in this Agreement or the Participation Agreement appearing to the
contrary, the payments by Adviser to Company relate solely to the performance
by
Company of the Administrative Services described herein only, and do not
constitute payment in any manner for services provided by Company to any
separate account organized by Company, or for any investment advisory services,
or for costs associated with the distribution of any variable life or annuity
contracts.
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5.
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This
Agreement may be terminated without penalty at any time by Company
or by
Adviser as to one or more of the Funds collectively, upon sixty (60)
days
written notice to the other party. Adviser may terminate this
Agreement, with thirty (30) days written notice, in the event Company
does
not, or is unable to, meet its obligations under paragraph 4
hereof.
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6.
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It
is understood and agreed that in performing the services under this
Agreement, the Company, acting in its capacity described herein,
shall at
no time be acting as an agent for the Adviser, the Trust or any of
the
Funds.
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7.
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This
Agreement may only be amended pursuant to a written instrument signed
by
both parties hereto. This Agreement may not be assigned by a
party hereto without the prior written consent of the other
party.
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8.
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This
Agreement shall be governed by the laws of the State of Indiana,
without
giving effect to the principles of conflicts of law of such
jurisdiction.
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9.
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This
Agreement, including Exhibit A and Schedules One and Two, constitutes
the
entire agreement between the parties with respect to the matters
dealt
with herein and supersedes any previous agreements and documents
with
respect to such matters. Schedules One and Two may be amended
from time to time, as appropriate, to accurately reflect any changes
in
the Funds available as investment vehicles under the Participation
Agreement.
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IN
WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
LINCOLN
INVESTMENT ADVISORS CORPORATION
__________________________________
By:
Xxxxxxx X. Xxxxx, Xx.
Title: Second
Vice President and Ass’t. Treasurer
NATIONWIDE
FINANCIAL SERVICES, INC.
__________________________________
By: Xxxxx
X. Xxxxxx
Title: Product
Officer
00000000.0.XXXXXXXX
SCHEDULE
ONE
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Investment
Company Name:
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Fund
Name(s):
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Lincoln
Variable Insurance Products Trust
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LVIP
Baron Growth Opportunities Fund
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00000000.0.XXXXXXXX
SCHEDULE
TWO
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MFS
Variable Account
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Nationwide
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
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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Nationwide
Provident VA Separate Account 1
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Nationwide
Provident VA Separate Account A
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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
VL Separate Account-G
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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
Provident VLI Separate Account 1
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Nationwide
Provident VLI Separate Account A
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MFS
Variable Account
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Nationwide
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
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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Nationwide
Provident VA Separate Account 1
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Nationwide
Provident VA Separate Account A
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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
VL Separate Account-G
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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
Provident VLI Separate Account 1
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Nationwide
Provident VLI Separate Account A
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EXHIBIT
A
Pursuant
to the Agreement by and among the parties hereto, Company shall perform some
or
all of the following Administrative Services:
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1.
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Establish
and maintain a teleservicing support system whereby the Company shall
respond to inquiries, as permitted by applicable law and to the extent
appropriate, from Shareholders regarding Fund prospectuses, reports,
notices, proxies and proxy statements concerning the
Funds.
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2.
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Establish
and maintain an internet website whereby Shareholders and their financial
intermediaries may access performance information regarding the Funds
and
any other Fund information as Company determines appropriate, and
Shareholders may execute transfers of their interests into or out
of the
Funds.
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3.
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Provide
and administer various features of the Contracts for the benefit
of
Shareholders which relate to the Funds, which may include transfers
among
the Funds, to the extent the Company deems appropriate, dollar cost
averaging, asset allocation, portfolio rebalancing, and pre-authorized
deposits and withdrawals.
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4.
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Provide
Shareholders with a service that directly or indirectly invests the
assets
of their accounts in a Fund’s Shares pursuant to specific or
pre-authorized instructions.
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5.
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Provide
information periodically to Shareholders showing premiums or cash
values
allocated to sub-accounts invested in the Fund’s
Shares.
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6.
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Respond
to inquiries from Shareholders relating to the services performed
by the
Company under this Agreement.
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7.
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If
required by law, forward communications from the Trust in accordance
with
the Participation Agreement (such as proxies, shareholder reports,
annual
and semi-annual financial statements, and dividend, distribution,
and tax
notices) to Shareholders.
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8.
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Provide
such other similar services as may be mutually agreed upon between
the
parties hereto to the extent the Company is permitted to do so under
applicable statutes, rules, or
regulations.
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