PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and Nationwide Life Insurance Company
Among
VARIABLE
INSURANCE PRODUCTS FUND II,
FIDELITY
DISTRIBUTORS CORPORATION
and
Nationwide
Life Insurance Company
THIS
AGREEMENT, made and entered into as of this 15th day of
July, 1989
by and among NATIONWIDE LIFE INSURANCE COMPANY, (hereinafter the "Company"),
a(n) Ohio corporation, on its own behalf and on behalf of each segregated asset
account of the Company set fort on Schedule C hereto as may be amended from
time
to time (each such account hereinafter referred to as the "Account"), a
segregated asset account of the Company, and the VARIABLE INSURANCE PRODUCTS
FUND II, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS
CORPORATION (hereinafter the "Underwriter"), a Massachusetts
corporation.
WHEREAS,
the Fund engages in business as an open-end management investment company and
is
available to act as the investment vehicle for separate accounts established
for
variable life insurance policies and variable annuity contracts (collectively,
the "Variable Insurance Products") to be offered by insurance companies which
have entered into participation agreements substantially identical to this
Agreement (hereinafter "Participating Insurance Companies"); and
WHEREAS,
the beneficial interest in the Fund is divided into several series of shares,
each designated a "Portfolio" and representing the interest in a particular
managed portfolio of securities and other assets; and
WHEREAS,
the Fund has obtained an order from the Securities and Exchange Commission,
dated September 17, 1986 (File No. 812-6422), granting Participating Insurance
Companies and variable annuity and variable life insurance separate accounts
exemptions from the provisions of sections 9 (a), 13 (a), 15 (a), and 15 (b)
of
the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act")
and
Rules 6e-2 (b) (15) and 6e-3 (T) (b) (15) thereunder, to the extent necessary
to
permit shares of the Fund to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order");
and
WHEREAS,
the Fund is registered as an open-end management investment company under the
1940 Act and its shares are registered under the Securities Act of 1933, as
amended (hereinafter the "1933 Act"); and
WHEREAS,
Fidelity Management & Research Company (the "Advisor") is duly registered as
an investment advisor under the federal Investment Advisors Act of 1940 and
any
applicable state securities law; and
WHEREAS,
the Company has registered or will register certain variable annuity contracts
under the 1933 Act; and
WHEREAS,
each Account is a duly organized, validly existing segregated asset account,
established by resolution of the Board of Directors of the Company on the date
shown for such Account on Schedule C hereto, to set aside and invest assets
attributable to the aforesaid variable annuity contracts; and
WHEREAS,
the Company has registered or will register the Accounts as a unit investment
trust under the 1940 Act; and
WHEREAS,
the Underwriter is registered as a broker dealer with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
(hereinafter the "1934 Act"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS,
to the extent permitted by applicable insurance laws and regulations, the
Company intends to purchase shares in the Portfolios on behalf of the Accounts
to fund certain of the aforesaid variable annuity contracts and the Underwriter
is authorized to sell such shares to unit investment trusts such as the Account
at net asset value;
NOW,
THEREFORE, in consideration of their mutual promises, the Company, the Fund
and
the Underwriter agree as follows:
ARTICLE
I. Sale
of Fund Shares
1.1. The
Underwriter agrees to sell to the Company those shares of the Fund which each
Accounts orders, executing such orders on a daily basis at the net asset value
next computed after receipt by the Fund or its designee of the order for the
shares of the Fund. For purposes of this Section 1.1, the Company
shall be the designee of the Fund for receipt of such orders from the Accounts
and receipt by such designee shall constitute receipt by the Fund; provided
that
the Fund receives notice of such order by 9:30 a.m. Boston time on the next
following Business Day. "Business Day" shall mean any day on which
the New York State Stock Exchange is open for trading and on which the Fund
calculates its net asset value pursuant to the rules of the Securities and
Exchange Commission.
1.2. The
Fund agrees to make its shares available indefinitely for purchase at the
applicable net asset value per share by the Company and its Accounts on those
days on which the Fund calculates its net asset value pursuant to rules of
the
Securities and Exchange Commission and the Fund shall use reasonable efforts
to
calculate such net asset value on each day which the New York Stock Exchange
is
open for trading. Notwithstanding the foregoing, the Board of
Trustees of the Fund (hereinafter the "Trustees") may refuse to sell shares
of
any Portfolio to any person, or suspend or terminate the offering of shares
of
any Portfolio if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of the Trustees acting in
good
faith and in light of their fiduciary duties under federal and any applicable
state laws, necessary in the best interests of the shareholders of such
Portfolio.
1.3. The
Fund and the Underwriter agree that shares of the Fund will be sold only to
Participating Insurance Companies and their separate accounts. No
shares of any portfolio will be sold to the general public.
1.4. The
Fund and the Underwriter will not sell Fund shares to any insurance company
or
separate account unless an agreement containing provisions substantially the
same as Articles I, III, V, VII and Sections 2.5 and 2.12 of Article II of
this
Agreement is in effect to govern such sales.
1.5. The
Fund agrees to redeem for cash, on the Company’s request, any full or fractional
shares of the Fund held by the Company, executing such requests on a daily
basis
at the net asset value next computed after receipt by the Fund or its designee
of the request for redemption. For purposes of this Section 1.5, the
Company shall be the designee of the Fund for receipt of requests for redemption
from the Accounts and receipt by such designee shall constitute receipt by
the
Fund; provided that the Fund receives notice of such request for redemption
on
the next following Business Day.
1.6. The
Company agrees to purchase and redeem the shares of each Portfolio offered
by
the then current prospectus of the Fund and in accordance with the provisions
of
such prospectus. The Company agrees that all net amounts available
under the variable annuity contracts with the form number (s) which are listed
on Schedule A attached hereto and incorporated herein by this reference, as
such
Schedule A may be amended from time to time hereafter by mutual written
agreement of all the parties hereto, (the "Contracts") shall be invested in
the
Fund, in such other Funds advised by the Advisor as may be mutually agreed
to in
writing by the parties hereto, or in the Company’s general account, provided
that such amounts may also be invested in an investment company other than
the
Fund if (a) such other investment company, or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of all the Portfolios of the Fund; or (b) the Company
gives the Fund and the Underwriter 45 days written notice of its intention
to
make such other investment company available as a funding vehicle for the
Contracts; or (c) such other investment company was available as a funding
vehicle for the Contracts prior to the date of this Agreement and the Company
so
informs the Fund and Underwriter prior to their signing this Agreement; or
(d)
the Fund or the Underwriter consents to the use of such other investment
company.
1.7. The
Company shall pay for Fund shares on the next Business Day after an order to
purchase Fund shares is made in accordance with the provisions of Section 1.1
hereof. Payment shall be in federal funds transmitted by
wire. For the purpose of Sections 2.10 and 2.11, upon receipt by the
Fund of the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the
Fund.
1.8. Issuance
and transfer of the Fund’s shares will be by book entry only. Stock
certificates will not be issued to the Company or the
Accounts. Shares ordered from the Fund will be recorded in an
appropriate title for each account or the appropriate subaccount of each
Account.
1.9. The
Fund shall furnish same day notice (by wire or telephone, followed by written
confirmation) to the Company of any income, dividends or capital gain
distributions payable on the Funds’ shares. The Company hereby elects
to receive all such income dividends and capital gain distributions as are
payable on the Portfolio shares in additional shares of that
Portfolio. The Company reserves the right to revoke this election and
to receive all such income dividends and capital gain distributions in
cash. The Fund shall notify the Company of the number of shares so
issued as payment of such dividends and distributions.
1.10. The
Fund shall make the net asset value per share for each Portfolio available
to
the Company on a daily basis as soon as reasonably practical after the net
asset
value per share is calculated and shall use its best efforts to make such net
asset value per share available by 7:00 p.m. Boston time.
ARTICLE
II. Representations
and Warranties
2.1. The
Company represents and warrants that the Contracts are or will be registered
under the 1933 Act; that the Contracts will be issued and sold in compliance
in
all material respects with all applicable Federal and State laws and that the
sale of the Contracts shall comply in all material respects with state insurance
suitability requirements. The Company further represents and warrants
that it is an insurance company duly organized and in good standing under
applicable law and that it has legally and validly established the Account
prior
to any issuance or sale thereof as a segregated asset account under Section
3907.15 of the Ohio Insurance Code and has registered or, prior to any issuance
or sale of the Contracts, will register the Account as a unit investment trust
in accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.
2.2. The
Fund represents and warrants that Fund shares sold pursuant to this Agreement
shall be registered under the 1933 Act, duly authorized for issuance and sold
in
compliance with the laws of the State of Ohio and all applicable federal and
state securities laws and that the Fund is and shall remain registered under
the
0000 Xxx. The Fund shall amend the Registration Statement for its
shares under the 1933 Act and the 1940 Act from time to time as required in
order to affect the continuous offering of its shares. The Fund shall
register and qualify the shares for sale in accordance with the laws of the
various states only if and to the extent deemed advisable by the Fund or the
Underwriter.
2.3. The
Fund represents that it is currently qualified as a Regulated Investment Company
under Subchapter M of the Internal Revenue Code of 1986, as amended, (the
"Code") and that it will make every effort to maintain such qualification (under
Subchapter M or any successor or similar provision) and that it will notify
the
Company immediately upon having a reasonable basis for believing that it has
ceased to so qualify or that it might not so qualify in the future.
2.4. The
Company represents that the Contracts are currently treated as endowment or
annuity insurance contracts, under applicable provisions of the Code and that
it
will make every effort to maintain such treatment and that it will notify the
Fund and the Underwriter immediately upon having a reasonable basis for
believing that the Contracts have ceased to be so treated or that they might
not
be so treated in the future.
2.5. The
Fund currently does not intend to make any payments to finance distribution
expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it
may
make such payments in the future. The Fund has adopted a "no fee" or
"defensive" Rule 12b-1 Plan under which it makes no payments for distribution
expenses. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of
trustees, a majority of whom are not interested persons of the Fund, formulate
and approve any plan under Rule 12b-1 to finance distribution
expenses.
2.6. The
Fund makes no representation as to whether any aspect of its operations
(including, but not limited to, fees and expenses and investment policies)
complies with the insurance laws or regulations of the various states except
that the Fund represents that the Fund’s investment policies, fees and expenses
are and shall at all times remain in compliance with the laws of the State
of
Ohio and the Fund and the Underwriter represent that their respective operations
are and shall be all times remain in material compliance with the laws of the
State of Ohio to the extent required to perform this Agreement.
2.7. The
Underwriter represents and warrants that it is a member in good standing of
the
NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Ohio and all applicable state and
federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 0000 Xxx.
2.8. The
Fund represents that it is lawfully organized and validly existing under the
laws of the Commonwealth of Massachusetts and that it does and will comply
in
all material respects with the 1940 Act.
2.9. The
Underwriter represents and warrants that the Advisor is and shall remain duly
registered in all material respects under all applicable federal and state
securities laws and that the Advisor shall perform its obligations for the
Fund
in compliance in all material respects with the laws of the State of Ohio and
any applicable state and federal securities laws.
2.10. The
Fund and Underwriter represent and warrant that all of their directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at
all
times covered by a blanket fidelity bond or similar coverage for the benefit
of
the Fund in an amount not less than the minimal coverage as required currently
by Section 17g-(1) of the 1940 Act or related provisions as may be promulgated
from time to time. The aforesaid Bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding
company.
2.11. The
Company represents and warrants that all of its directors, officers, employees,
investment advisors, and other individuals/entities dealing with the money
and/or securities of the Fund are and shall continue to be at all times covered
by a blanket fidelity bond or similar coverage for the benefit of the Fund,
in
an amount not less than the minimal coverage as required currently by Section
270.17g-1 of the 1940 Act or related provisions or may be promulgated from
time
to time. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
2.12. The
Company represents and warrants that it will not purchase Fund shares with
Account assets derived from the sale of Contracts to deferred compensation
plans
with respect to service for state and local governments which qualify under
Section 457 of the federal Internal Revenue Code, as may be
amended. The Company may purchase Fund shares with Account assets
derived from any sale of a Contract to any other type of tax-advantaged employee
benefit plan; provided, however, that such plan has no more than 500
employees who are eligible to participate at the time of the first such purchase
by the Company of Fund shares derived from the sale of such
Contract.
ARTICLE
III. Prospectuses
and Proxy Statements; Voting
3.1. The
Underwriter shall provide the Company (at the Company’s expense) with as many
copies of the Fund’s current prospectus as the Company may reasonably
request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as
set
in type at the Fund’s expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Fund is amended) to have the prospectus for the Contracts and the Fund’s
prospectus printed together in one document (such printing to be at the
Company’s expense).
3.2. The
Fund’s prospectus shall state that the Statement of Additional Information for
the Fund is available from the Underwriter (or in the Fund’s discretion, the
Prospectus shall state that such Statement is available from the Fund), and
the
Underwriter (or the Fund), at its expense, shall print and provide such
Statement free of charge to the Company and to any owner of a Contract or
prospective owner who requests such Statement.
3.3. The
Fund, at its expense, shall provide the Company with copies of its proxy
material, reports to stockholders and other communications to stockholders
in
such quantity as the Company shall reasonably require for distributing to
Contract owners.
3.4. If
and to the extent required by law the Company shall:
(i) solicit
voting instructions from Contract Owners;
(ii) vote
the Fund shares in accordance with instructions received from Contract owners;
and
(iii) vote
Fund shares for which no instructions have been received in the same proportion
as Fund shares of such portfolio for which instructions have been
received;
so
long
as and to the extent that the Securities and Exchange Commission continues
to
interpret the Investment Company Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote
Fund shares held in any segregated asset account in its own right, to the extent
permitted by law. Participating Insurance Companies shall be
responsible for assuring that each of their separate accounts participating
in
the Fund calculates voting privileges in a manner consistent with the standards
set forth on Schedule B attached hereto and incorporated herein by this
reference, which standards will also be provided to the other Participating
Insurance Companies.
3.5. The
Fund will comply with all provisions of the 1940 Act requiring voting by
shareholders, and in particular the Fund will either provide for annual meetings
or comply with Section 16 (c) of the 1940 Act (although the Fund is not one
of
the trusts described in Section 16 (c) of that Act) as well as with
Sections 16 (a) and, if and when applicable, 16 (b). Further, the
Fund will act in accordance with the Securities and Exchange Commission’s
interpretation of the requirements of Section 16 (a) with respect to periodic
elections of trustees and with whatever rules the Commission may promulgate
with
respect thereto.
ARTICLE
IV. Sales
Material and Information
4.1. The
Company shall furnish, or shall cause to be furnished, to the Fund or its
designee, each piece of sales literature or other promotional material in which
the Fund or its investment advisor or the Underwriter is named, at least fifteen
Business Days prior to its use. No such material shall be used if the
Fund or its designee objects to such use within fifteen Business Days after
receipt of such material.
4.2. The
Company shall not give any information or make any representations or statements
on behalf of the Fund or concerning the Fund in connection with the sale of
the
Contracts other than the information or representations 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 the Underwriter,
except with the permission of the Fund or the Underwriter or the designee of
either.
4.3. The
Fund, Underwriter, or its designee shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales literature or
other promotional material in which the Company and/or its separate account
(s),
is named at least fifteen Business Days prior to its use. No such
material shall be used if the Company or its designee objects to such use within
fifteen Business Days after receipt of such material.
4.4. The
Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Account,
or the Contracts other than the information or representations contained in
a
registration statement or prospectus for the Contracts, as such registration
statement and prospectus may be amended or supplemented from time to time,
or in
published reports for the Account which are in the public domain or approved
by
the Company for distribution to Contract owners, or in sales literature or
other
promotional material approved by the Company or its designee, except with the
permission of the Company.
4.5. The
Fund will provide to the Company at least one complete copy of all registration
statements, prospectuses, Statements of Additional Information, reports, proxy
statements, sales literature and other promotional materials, applications
for
exemptions, requests for no-action letters, and all amendments to any of the
above, that relate to the Fund or its shares, contemporaneously with the filing
of such document with the Securities and Exchange Commission or other regulatory
authorities.
4.6. The
Company will provide to the Fund at least one complete copy of all registration
statements, prospectuses, Statements of Additional Information, reports,
solicitations for voting instructions, sales literature and other promotional
materials, applications for exemptions, requests for no action letters, and
all
amendments to any of the above, that relate to the Contracts or the Account,
contemporaneously with the filing of such document with the Securities and
Exchange Commission.
4.7. For
purposes of this Article IV, the phrase "sales literature or other promotional
material" includes, but it not limited to, advertisements (such as material
published, or designed for use in, a newspaper, magazine, or other periodical,
radio, television, telephone or tape recording, videotape display, signs or
billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available
to customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
Statements of Additional Information, shareholder reports, and proxy
materials.
ARTICLE
V. Fees
and Expenses
5.1. The
Fund and Underwriter shall pay no fee or other compensation to the Company
under
this agreement, except that if the Fund or any Portfolio adopts and implements
a
plan pursuant to Rule 12b-1 to finance distribution expenses, then the
Underwriter may make payments to the Company or to the Underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing and such
payments will be made out of existing fees otherwise payable to the Underwriter,
past profits of the Underwriter or other resources available to the
Underwriter. No such payments shall be made directly by the
Fund. Currently, no such payments are contemplated.
5.2. All
expenses incident to performance by the Fund under this Agreement shall be
paid
by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal
law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the
expenses for the cost of registration and qualification of the Fund’s shares,
preparation and filing of the Fund’s prospectus and registration statement,
proxy materials and reports, setting the prospectus in type, setting in type
and
printing the proxy materials and reports to shareholders (including the costs
of
printing a prospectus that constitutes an annual report), the preparation of
all
statements and notices required by any federal or state law, all taxes on the
issuance or transfer of the Fund’s shares.
5.3. The
Company shall bear the expenses of printing and distributing the Fund’s
prospectus to owners of Contracts issued by the Company and of distributing
the
Fund’s proxy materials and reports to such Contract owners.
ARTICLE
VI. Diversification
6.1. The
Fund will at all times invest money from the Contracts in such a manner as
to
ensure that the Contracts will be treated as variable contracts under the Code
and the regulations issued thereunder. Without limiting the scope of
the foregoing, the Fund will at all times comply with Section 817 (h) of the
Code and Treasury Regulation §1.817-5 relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or
Regulations.
ARTICLE
VII. Potential
Conflicts
7.1. The
Board of Trustees of the Fund (the "Board") will monitor the Fund for the
existence of any material irreconcilable conflict between the interests of
the
contract owners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in which
the investments of any Portfolio are being managed; (e) a difference
in voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.
7.2. The
Company will report any potential or existing conflicts of which it is aware
to
the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by
the Company to inform the Board whenever contract owner voting instructions
are
disregarded.
7.3. If
it is determined by a majority of the Board, or a majority of its disinterested
trustees, that a material irreconcilable conflict exists, the Company and other
Participating Insurance Companies shall, at their expense and to the extent
reasonably practicable (as determined by a majority of the disinterested
trustees), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a
vote
of all affected contract owners and, as appropriate, segregating the assets
of
any appropriate group (i.e., annuity contract owners, life insurance
contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation,
or
offering to the affected contract owners the option of making such a change;
and (2), establishing a new registered management investment company
or managed separate account.
7.4. If
a material irreconcilable conflict arises because of a decision by the Company
to disregard contract owner voting instructions and that decision represents
a
minority position or would preclude a majority vote, the Company may be
required, at the Fund’s election, to withdraw the Account’s investment in the
Fund and terminate this Agreement; provided, however, that such withdrawal
and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board. Any such withdrawal and termination must take place
within six (6) months after the Fund gives written notice that this provision
is
being implemented, and until the end of that six month period the Underwriter
and Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.5. If
a material irreconcilable conflict arises because a particular state insurance
regulator’s decision applicable to the Company conflicts with the majority of
other state regulators, then the Company will withdraw the Account’s investment
in the Fund and terminate this Agreement within six months after the Board
informs the Company in writing that it has determined that such decision has
created an irreconcilable material conflict; provided, however, that such
withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Until the end of the foregoing
six month period, the Underwriter and the Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares
of
the Fund.
7.6. For
purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the
disinterested members of the Board shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to
establish a new funding medium for the Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely affected
by the irreconcilable material conflict. In the event that the Board
determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the Account’s
investment in the Fund and terminate this Agreement within six (6) months
after the Board informs the Company in writing of the foregoing determination,
provided, however, that such withdrawal and termination shall be limited to
the
extent required by any such material irreconcilable conflict as determined
by a
majority of the disinterested members of the Board.
7.7. If
and to the extent that Rule 6e-2 and Rule 6e-3 (T) are amended, or Rule 6e-3
is
adopted, to provide exemptive relief from any provision of the Act or the rules
promulgated thereunder with respect to mixed or shared funding (as defined
in
the Shared Funding Exemptive Order) on terms and conditions materially different
from those contained in the Shared Funding Exemptive Order, then (a)
the Fund and/or the Participating Insurance Companies, as appropriate, shall
take such steps as may be necessary to comply with Rules 6e-2 and 6e-3 (T),
as
amended, and Rule 6e-3, as adopted, to the extent that such rules are
applicable; and (b) Sections
3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and
7.5 of this Agreement shall continue in effect only to the extent that terms
and
conditions substantially identical to such Sections are contained in such
Rule(s) as so amended or adopted.
ARTICLE
VIII. Indemnification
8.1. Indemnification
By The Company
8.1(a). The
Company agrees to indemnify and hold harmless the Fund and each of its Trustees
and officers and each person, in any, who controls the Fund within the meaning
of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for
the
purposes of this Section 8.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent
of
the Company) or litigation (including legal and other expenses), to which the
Indemnified Parties may become subject under any statute, regulation, at common
law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the
sale
or acquisition of the Fund’s shares or the Contracts and:
(i) arise
out of or are based upon any untrue statements or alleged untrue statements
of
any material fact contained in the Registration Statement or prospectus fort
he
Contracts or contained in the Contracts or sales literature for the Contracts
(or any amendment or supplement to any of the foregoing), or arise out of or
are
based upon the omission or the alleged omission to state therein a material
fact
required to be stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not apply as to
any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with information furnished
to the Company by or on behalf of the Fund for use in the Registration Statement
or prospectus for the Contracts or in the Contracts or sales literature (or
any
amendment or supplement) or otherwise for use in connection with the sale of
the
Contracts or Fund shares; or
(ii) arise
out of or as a result of statements or representations (other than statements
or
representations contained in the Registration Statement, prospectus or sales
literature of the Fund not supplied by the Company, or persons under its
control) or wrongful conduct of the Company or persons under its control, with
respect to the sale or distribution of the Contracts or Fund Shares;
or
(iii) arise
out of any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, prospectus, or sales literature of the
Fund or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if such a statement
or
omission was made in reliance upon information furnished to the Fund by or
on
behalf of the Company; or
(iv) arise
as a result of any failure by the Company to provide the services and furnish
the materials under the terms of this Agreement; or
(v) arise
out of or result from any material breach of any representation and/or warranty
made by the Company in this Agreement or arise out of or result from any other
material breach of this Agreement by the Company, as limited by and in
accordance with the provisions of Sections 8.1 (b) and 8.1 (c)
hereof.
8.1(b). The
Company shall not be liable under this indemnification provision with respect
to
any losses, claims, damages, liabilities or litigation to which an Indemnified
Party would otherwise be subject by reasons of such Indemnified Party’s willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party’s duties or by reason of such Indemnified Party’s reckless
disregard of obligations or duties under this Agreement or to the Fund,
whichever is applicable.
8.1(c). The
Company shall not be liable under this indemnification provision with respect
to
any claim made against an Indemnified Party unless such Indemnified Party shall
have notified the Company in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim
shall
have been served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent), but failure
to notify the Company of any such claim shall not relieve the Company from
any
liability which it may have to the Indemnified Party against whom such action
is
brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified
Parties, the Company shall be entitled to participate, at its own expense,
in
the defense of such action. The Company shall also be entitled to
assume the defense thereof, with counsel satisfactory to the party named in
the
action. After notice from the Company to such party of the Company’s
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Company
will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
8.1(d). The
Indemnified Parties will promptly notify the Company of the commencement of
any
litigation or proceedings against them in connection with the issuance or sale
of the Fund Shares or the Contracts or the operation of the Fund.
8.2. Indemnification
by the Underwriter
8.2(a). The
Underwriter agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.2) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including legal and other expenses)
to which the Indemnified Parties may become subject under any statute, at common
law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the
sale
or acquisitions of the Fund’s shares or the Contracts and:
(i) arise
out of or are based upon any untrue statement or alleged untrue statement of
any
material fact contained in the Registration Statement or prospectus or sales
literature of the Fund (or any amendment or supplement to any of the foregoing),
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the
statements therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in conformity
with information furnished to the Underwriter or Fund by or on behalf of the
Company for xxx in the Registration Statement or prospectus for the Fund or
in
sales literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
(ii) arise
out of or as a result of statements or representations (other than statements
or
representations contained in the Registration Statement, prospectus or sales
literature for the Contracts not supplied by the Underwriter or persons under
its control) or wrongful conduct of the Fund, Advisor, or Underwriter or persons
under their control, with respect to the sale or distribution of the Contracts
or Fund shares; or
(iii) arise
out of any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, prospectus, or sales literature covering
the Contracts, or any amendment thereof or supplement thereto, or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement or statements therein not misleading,
if such statement or omission was made in reliance upon information furnished
to
the Company by or on behalf of the Fund; or
(iv) arise
as a result of any failure by the Fund to provide the services and furnish
the
materials under the terms of this Agreement (including a failure, whether
unintentional or in good faith as otherwise, to comply with the diversification
requirements specified in Article VI of this Agreement); or
(v) arise
out of or result from any material breach of any representation and/or warranty
made by the Underwriter in this Agreement or arise out of or result from any
other material breach of this Agreement by the Underwriter; as limited by and
in
accordance with the provisions of Sections 8.2(b) and 8.2(c)
hereof.
8.2(b). The
Underwriter shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation to which
an
Indemnified Party would otherwise be subject by reason of such Indemnified
Party’s willful misfeasance, bad faith, gross negligence in the performance of
such Indemnified Party’s duties or by reason of such Indemnified Party’s
reckless disregard of obligations and duties under this Agreement or to the
Company or the Account, whichever is applicable.
8.2(c). The
Underwriter shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Underwriter in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Underwriter of any such claims shall not
relieve the Underwriter from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against
the Indemnified Parties, the Underwriter will be entitled to participate, at
its
own expense, in the defense thereof. The Underwriter also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Underwriter to such party
of the Underwriter’s election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by
it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently
in
connection with the defense thereof other than reasonable costs of
investigation.
8.2(d). The
Company agrees promptly to notify the Underwriter of the commencement of any
litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of the Contracts or the operation of the
Account.
8.3. Indemnification
By The Fund
8.3(a). The
Fund agrees to indemnify and hold harmless the Company, and each of its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.3) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Fund) or litigation (including legal and other expenses) to
which
the Indemnified Parties may become subject under any statute, at common law
or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or
actions in respect thereof) or settlements result from the gross negligence,
bad
faith or willful misconduct of the Trustees or any member thereof, are related
to the operations of the Fund and;
(i) arise
as a result of any failure by the Fund to provide the services and furnish
the
materials under the terms of this Agreement (including a failure to comply
with
the diversification requirements specified in Article VI of this Agreement);
or
(ii) arise
out of or result from any material breach of any representation and/or warranty
made by the Fund in this Agreement or arise out of or result from any other
material breach of this Agreement by the Fund;
as
limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c)
hereof.
8.3(b). The
Fund shall not be liable under this indemnification provision with respect
to
any losses, claims, damages, liabilities or litigation to which an Indemnified
Party would otherwise be subject by reason of such Indemnified Party’s willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party’s duties or by reason of such Indemnified Party’s reckless
disregard of obligations and duties under this Agreement or to the Company,
the
Fund, the Underwriter or the Account, whichever is applicable.
8.3(c). The
Fund shall not be liable under this indemnification provision with respect
to
any claim made against an Indemnified Party unless such Indemnified Party shall
have notified the Fund in writing within a reasonable time after the summons
of
other first legal process giving information of the nature of the claim shall
have been served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent), but failure
to notify the Fund of any such claim shall not relieve the Fund from any
liability which it may have to the Indemnified Party against whom such action
is
brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified
Parties, the Fund will be entitled to participate, at its own expense, in the
defense thereof. The Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Fund to such party of the Fund’s
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Fund will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
8.3(d). The
Company and the Underwriter agree promptly to notify the Fund of this
commencement of any litigation or proceedings against it or any of its
respective officers or directors in connection with this Agreement, the issuance
or sale of the Contracts, the operation of the Account, or the sale or
acquisition of shares of the Fund.
ARTICLE
IX. Applicable
Law
9.1. This
Agreement shall be construed and the provisions hereof interpreted under and
in
accordance with the laws of the Commonwealth of Massachusetts.
9.2. This
Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts,
and the rules and regulations and rulings thereunder, including such exemptions
from those statutes, rules and regulations as the Securities and Exchange
Commission may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.
ARTICLE
X. Termination
10.1. This
Agreement shall terminate:
(a) at
the option of any party upon one year advance written notice to the other
parties; provided, however, such notice shall not be given earlier than one
year
following the date of this Agreement; or
(b) at
the option of the Company to the extend that shares of Portfolios are not
reasonably available to meet the requirements of the Contracts as determined
by
the Company, provided, however, that such termination shall apply only to the
Portfolio(s) not reasonably available. Prompt notice of the election
to terminate for such cause shall be furnished by the Company; or
(c) at
the option of the Fund in the event that formal administrative proceedings
are
instituted against the Company by the National Association of Securities
Dealers, Inc. ("NASD"), the Securities and Exchange Commission, the Insurance
Commissioner or any other regulatory body regarding the Company’s duties under
this Agreement or related to the sale of the Contracts, the operation of any
Account, or the purchase of the Fund shares, provided, however, that the Fund
determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon the ability
of the Company to perform its obligations under this Agreement; or
(d) at
the option of the Company in the event that formal administrative proceedings
are instituted against the Fund or the Underwriter by the NASD, the Securities
and Exchange Commission, or any state securities or insurance department or
any
other regulatory body, provided, however, that the Company determines in its
sole judgment exercised in good faith, that any such administrative proceedings
will have a material adverse effect upon the ability of the Fund or the
Underwriter to perform its obligations under this Agreement; or
(e) with
respect to any Account, upon requisite vote of the Contract owners having an
interest in such Account (or any subaccount) to substitute the shares of another
investment company for the corresponding Portfolio shares of the Fund in
accordance with the terms of the Contracts for which those Portfolio shares
had
been selected to serve as the underlying investment media. The
Company will give 30 days prior written notice to the Fund of the date of any
proposed vote to replace the Fund’s shares; or
(f) at
the option of the Company, in the event any of the Fund’s shares are not
registered, issued or sold in accordance with applicable state and/or federal
law or such law precludes the use of such shares as the underlying investment
media of the Contracts issued or to be issued by the Company; or
(g) at
the option of the Company, if the Fund ceases to qualify as a Regulated
Investment Company under Subchapter M of the Code of under any successor or
similar provision, or if the Company reasonably believes that the Fund may
fail
to so qualify; or
(h) at
the option of the Company, if the Fund fails to meet the diversification
requirements specified in Article VI hereof; or
(i) at
the option of either the Fund or the Underwriter, if (1) the Fund or
the Underwriter, respectively, shall determine, in their sole judgment
reasonably exercised in good faith, that the Company has suffered a material
adverse change in its business or financial condition or is the subject of
material adverse publicity and such material adverse change or material adverse
publicity will have a material adverse impact upon the business and operations
of either the Fund or the Underwriter, (2) the Fund or the
Underwriter shall notify the Company in writing of such determination and its
intent to terminate this Agreement, and (3) after considering the
actions taken by the Company and any other changes in circumstances since the
giving of such notice, such determination of the Fund or the Underwriter shall
continue to apply on the sixtieth (60th) day following
the
giving of such noticed, which sixtieth day shall be the effective date of
termination; or
(j) at
the option of the Company, if (1) the Company shall determine, in its
sole judgment reasonably exercised in good faith, that either the Fund or the
Underwriter has suffered a material adverse change in its business or financial
condition or is the subject of material adverse publicity and such material
adverse change or material adverse publicity will have a material adverse impact
upon the business and operations of the Company, (2) the Company
shall notify the Fund and the Underwriter in writing of such determination
and
its intent to terminate the Agreement, and (3) after considering the
actions taken by the Fund and/or the Underwriter and any other changes in
circumstances since the giving of such notice, such determination shall continue
to apply on the sixtieth (60th) day following
the
giving of such notice, which sixtieth day shall be the effective date of
termination; or
(k) at
the option of either the Fund or the Underwriter, if the Company gives the
Fund
and the Underwriter the written notice specified in Section 1.6(b) hereof and
at
the time such notice was given there was no notice of termination outstanding
under any other provision of this Agreement; provided, however, any termination
under this Section 10.1(k) shall be effective forty-five (45) days after the
notice specified in Section 1.6(b) was given.
10.2. It
is understood and agreed that the right of any party hereto to terminate this
Agreement pursuant to Section 10.1(a) may be exercised for any reason or for
no
reason.
10.3. Notice
Requirement. No termination of this Agreement shall be effective
unless and until the party terminating this Agreement gives prior written notice
to all other parties to this Agreement of its intent to terminate which notice
shall set forth the basis for such
termination. Furthermore,
(a) in
the event that any termination is based upon the provisions of Article VII,
or the provision of Section 10.1(a), 10.1(i), 10.1(j)
or 10.1(k) of this Agreement, such prior written notice shall be
given in advance of the effective date of termination as required by such
provisions; and
(b) in
the event that any termination is based upon the provisions of Section 10.1(c)
or 10.1(d) of this Agreement, such prior written notice shall be given at least
ninety (90) days before the effective date of termination.
10.4. Effect
of Termination. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the
Existing Contracts shall be permitted to reallocate investments in the Fund,
redeem investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts. The
parties agree that this Section 10.4 shall not apply to any terminations under
Article VII and the effect of such Article VII termination shall be governed
by
Article VII of this Agreement.
10.5. The
Company shall not redeem Fund shares attributable to the Contracts (as opposed
to Fund shares attributable to the Company’s assets held in the Account)
except (i) as necessary to implement Contract Owner initiated
transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"). Upon
request, the Company will promptly furnish to the Fund and the Underwriter
the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required
Redemption. Furthermore, except in cases where permitted under the
terms of the Contracts, the Company shall not prevent Contract Owners from
allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Fund or the Underwriter 90 days notice of
its
intention to do so.
ARTICLE
XI. Notices
Any
notice shall be sufficiently given when sent by registered or certified mail
to
the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If
to the
Fund:
00
Xxxxxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention: Treasurer
If
to the
Company:
Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx,
Xxxx 00000
Attention: Xxxxxx
Xxxx
If
to the
Underwriter:
00
Xxxxxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention: Treasurer
ARTICLE
XII. Miscellaneous
12.1. All
persons dealing with the Fund must look solely to the property of the Fund
for
the enforcement of any claims against the Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
12.2. Subject
to the requirements of legal process and regulatory authority; each party hereto
shall treat as confidential the names and addresses of the owners of the
Contracts and all information reasonably identified as confidential in writing
by any other party hereto and, except as permitted by this Agreement, shall
not
disclose, disseminate or utilize such names and addresses and other confidential
information until such time as it may come into the public domain without the
express written consent of the affected party.
12.3. The
captions in this Agreement are included for convenience of reference only and
in
no way define or delineate any of the provisions hereof or otherwise affect
their construction or effect.
12.4. This
Agreement may be executed simultaneously in two or more counterparts, each
of
which taken together shall constitute one and the same instrument.
12.5. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall
not
be affected thereby.
12.6. Each
party hereto shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Securities and
Exchange Commission, the NASD and state insurance regulators) and shall permit
such authorities reasonable access to its books and records in connection with
any investigation or inquiry relating to this Agreement or the transactions
contemplated hereby. Notwithstanding the generality of the foregoing,
each party hereto further agrees to furnish the California Insurance
Commissioner with any information or reports in connection with services
provided under this Agreement which such Commissioner may request in order
to
ascertain whether the variable life insurance operations of the Company are
being conducted in a manner consistent with the California Variable Life
Insurance Regulations and any other applicable law or regulations.
12.7. The
Fund and the Underwriter agree that to the extent any advisory or other fees
received by the Fund, the Underwriter or the Advisor are determined to be
unlawful in legal or administration proceedings under the 1973 NAIC model
variable life insurance regulation in the states of California, Colorado,
Maryland or Michigan, the Underwriter shall indemnify and reimburse the Company
for any out of pocket expenses and actual damages the Company has incurred
as a
result of any such proceeding; provided, however, that the provisions of Section
8.2(b) of this and 8.2(c) shall apply to such indemnification and reimbursement
obligation. Such indemnification and reimbursement obligation shall
be in additional to any other indemnification and reimbursement obligations
of
the Fund and/or the Underwriter under this Agreement.
12.8. The
rights, remedies and obligations contained in this Agreement are cumulative
and
are in addition to any and all rights, remedies and obligations, at law or
in
equity, which the parties hereto are entitled to under state and federal
laws.
IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
and
its seal to be hereunder affixed hereto as of the date specified
below.
|
Company:
|
|
|
NATIONWIDE
LIFE INSURANCE COMPANY
|
|
|
By
its authorized officer,
|
|
|
SEAL
|
By:___________________________________
|
|
[Xxxxxx
X. Xxxxxxxx]
|
|
|
Title:__[Associate
Vice President]____________
|
|
|
Date:_______[9/7/80]______________________
|
|
|
Fund:
|
|
|
VARIABLE
INSURANCE PRODUCTS FUND II
|
|
|
By
its authorized officer,
|
|
|
SEAL
|
By:_____________________
|
|
[J.
Xxxx Xxxxxxxx]
|
|
|
Title:_____[Senior
Vice President]___________
|
|
|
Date:________[10/20/89]___________________
|
|
|
Underwriter:
|
|
|
FIDELITY
DISTRIBUTORS CORPORATION
|
|
|
By
its authorized officer,
|
|
|
SEAL
|
By:___________________________________
|
|
Title:_______[President]____________________
|
|
|
Date:______ [10/16/89]____________________
|
Schedule
A
Contracts
1. Variable
Annuity Contract Form APO 1293-GA, APO 1293-3
|
2.
|
Variable
Life Contract Form VLO-275 (or such other form numbers as may be
approved
in other states)
|
|
|
Schedule
C
|
|
|
Accounts
|
|
Name
of Account
|
Date
of Resolution of
|
|
Company’s
Board which
|
|
|
Established
the Account
|
|
|
Nationwide
Variable Account – II
|
October
7, 1981
|
|
(Variable
Annuity)
|
|
|
Nationwide
VLI Separate Account – 2
|
May
7, 1987
|
|
(Variable
Life)
|
|
|
SCHEDULE
B
|
|
|
PROXY
VOTING PROCEDURE
|
The
following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in
the Participation Agreement except that the term "Company" shall also include
the department or third party assigned by the Insurance Company to perform
the
steps delineated below.
|
1.
|
The
number of proxy proposals is given to the Company by the Underwriter
as
early as possible before the date set by the Fund for the shareholder
meeting (the "Record Date") to facilitate the establishment of tabulation
procedures. At this time, the Underwrite will inform the
Company of the Record, Mailing and Meeting dates. This will be
done verbally approximately two months before
meeting.
|
|
2.
|
Promptly
after the Record Date, the Company will perform a "tape run", or
other
activity, which will generate the names, addresses and number of
units/shares which are attributed to each contract owner/policyholder
(the
"Customer") as of the Record Date. Allowance should be made for
the account adjustments made after this date that could affect the
status
of the Customers’ accounts as of the Record
Date.
|
|
|
Note:
|
The
number of voting instruction cards is determined by the activities
described in Step #2. The Company will use its best efforts to
call in the number of Customers to Fidelity, as soon as possible,
but no
later than two weeks after the Record
Date.
|
|
3.
|
The
Fund’s Annual Report must be sent to each Customer by the Company either
before or together with the Customers’ receipts of a proxy
statement. Underwriter will provide at least one copy of the
last Annual Report to the Company.
|
|
|
d.
|
"urge
buckslip" – optional, but recommended. (This is a small, single
sheet of paper that requests Customers to vote as quickly as possible
and
that their vote is important. One copy will be supplied by the
Fund.)
|
|
|
e.
|
cover
letter – optional, supplied by Company and reviewed and approved in
advance by Fidelity Legal.
|
|
8.
|
The
above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company
reviews and approves the contents of the mailing package to ensure
correctness and completeness. Copy of this approval sent to
Fidelity Legal.
|
|
9.
|
Package
mailed by the Company.
|
|
|
*
|
The
Fund must allow at least a 15 day solicitation time to the Company
as the shareowner. (A 5 week period is recommended, but not
necessary, to receive a proper response
percentage.) Solicitation time is calculated as days from (but
not including) the meeting, counting
backwards.
|
|
|
**
|
If
the Customers were actually the shareholders, at least 50% of the
outstanding shares must be represented and 66 2/3% of that 50% must
have
voted affirmatively on the proposals to have an effective
vote. However, since the Company is the shareholder, the
Customers’ votes will (except in certain limited circumstances) be used to
dictate how the Company will vote.
|
|
10.
|
Collection
and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process
used. An often used procedure is to sort Cards on arrival into
vote categories of all yes, no, or mixed replies, and to begin data
entry.
|
|
|
*
|
Postmarks
are not generally needed. A need for postmark information would
be due to an insurance company’s internal procedure and has not been
required by Fidelity in the past.
|
|
16.
|
Vote
is verified by the Company and is sent to Fidelity
Legal.
|
|
17.
|
Company
then votes is proxy in accordance with the votes received from the
Customers the morning of the meeting (except in limited circumstances
as
may be otherwise required by law). A letter documenting the
Company’s vote is supplied by Fidelity Legal and is sent to office of
Company for his signature. This letter is normally sent after the
meeting
has taken place.
|
|
18.
|
The
Company will be required to box and archive the Cards received from
the
Customers. In the event that any vote is challenged or if
otherwise necessary for legal, regulatory, or accounting purposes,
Fidelity will be permitted reasonable access to such
Cards.
|
|
19.
|
All
approvals and "signing-off" may be done orally, but must always be
followed up in writing.
|
|
20.
|
During
tabulation procedures, the Fund and Company determine if a resolicitation
is required and what form that resolicitation should take, whether
it
should be by a mailing, or by recorded telephone line. A
resolicitation is considered when the vote response is slow and it
appears
that not enough votes would be received by the meeting
date. The meeting could be adjourned to leave enough time for
the resolicitation.
|
A
determination is made by the Company and the Fund to find the most cost
effective candidates for resolicitation. These are Customers who have
not yet voted, but whose balances are large enough to bring in the required
vote
with minimal costs.
|
|
a.
|
By
mail: Fidelity Legal amends the voting instruction cards,
if necessary, and writes a resolicitation letter. The Fund
supplies these to the Company. The Company generates a mailing
list, etc., as per step 2 onward.
|
|
|
b.
|
By
phone: Rarely used. This must be done on a
recorded line. Fidelity Legal and the Fund will supply the
necessary procedures and script if a phone resolicitation were to
be
required.
|
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
ADDENDUM
NO. 1 TO SCHEDULE C
SCHEDULE
C
Name
of
Account Date
of Resolution of Which Company’s Board
Established
the
Account
Nationwide
Variable
Account March
3, 1976
Nationwide
Variable Account –
II October
7, 1981
Nationwide
Deferred Compensation
Variable July
10, 1974
Account
Nationwide
Qualified Plans Variable
Account June
6, 1984
Nationwide
Variable Account –
6
February 2, 1994
Fidelity
Advisor Variable
Account
July 22, 1994
Nationwide
Variable Account –
9 May
22, 1997
Nationwide
VA Separate Account –
B March
6, 1991
Nationwide
VLI Separate Account –
2 May
7, 1987
Nationwide
VLI Separate Account –
4 December
3, 1987
Nationwide
VL Separate Account –
C July
22, 1997
Nationwide
VL Separate Account –
A August
8, 1984
IN
WITNESS WHEREOF, the parties hereto cause this Addendum No. 1 to
Schedule C to be executed as of the date(s) set forth below:
VARIABLE
INSURANCE PRODUCTS FUND II
By: ________________________________________ Date: ____[2/2/98]________
[Xxxxxx
X Xxxxx]
Title: ____[Senior
Vice President] __________________
FIDELITY
DISTRIBUTORS CORPORATION
By: ________________________________________ Date: _____[1/28/98]______
Title: ____[Vice
President]______________________
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY FOR
THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN SCHEDULE
C
By: _________________________________________ Date: ______January
22, 1998_
[Xxxxxx
X. Xxxx]
Title: __Vice
President – Product and Market Compliance
AMENDMENT
NO. 1
This
Amendment dated as of the 1st day of June, 1989 to the Participation Agreement
dated as of May 1, 198[8] (the “Agreement”) among Nationwide Life Insurance
Company (the “Company”), Fidelity Distributors Corporation (the “Underwriter”)
and Variable Insurance Products Fund (the “Fund”).
In
consideration of the mutual promises herein, the Company, the Underwriter and
the Fund hereby agree to amend the Agreement as follows:
|
|
1.
|
By
deleting Section 2.12 in its entirety and by substituting the following
therefore:
|
“2.12. The
Company represents and warrants that it will not purchase Fund shares with
Account assets derived from the sale of Contracts to deferred compensation
plans
with respect to service for state and local governments which qualify under
Section 457 of the federal Internal Revenue Code, as may be
amended. The Company may purchase Fund shares with Account assets
derived from any sale of a Contract to any other type of tax-advantaged employee
benefit plan; provided, however, that such plan has no more than 500 employees
who are eligible to participate at the time of the first such purchase hereunder
by the Company of Fund shares derived from the sale of such
Contract.”
|
|
2.
|
By
attaching to and making a part of the Agreement a copy of this Amendment
No. 1.
|
|
|
3.
|
The
Agreement, as amended hereby, is and shall remain in full force and
effect.
|
In
witness whereof, each of the parties has caused this Amendment to be executed
in
its name and on its behalf by its duly authorized representative as of the
date
first written above.
Nationwide
Life Insurance Company
By: ___________________________
[Xxxxxx
X Xxxxxxxx]
Title: __[Associate
Vice President]____
Fidelity
Distributors Corporation
By: ___________________________
Title: _
President_________________
Variable
Insurance Products Fund
By: ___________________________
[J.
Xxxx Xxxxxxxx]
Title: _Senior
Vice President________
AMENDMENT
NO. 2
This
Amendment dated as of the 1st day of June, 1990 to the Participation Agreement
dated as of July 15, 1989 (the “Agreement”) among Nationwide Life Insurance
Company (the “Company”), Fidelity Distributors Corporation (the “Underwriter”)
and Variable Insurance Products Fund II (the “Fund”).
In
consideration of the mutual promises herein, the Company, the Underwriter and
the Fund hereby agree to amend the Agreement as follows:
|
1.
|
By
deleting Schedule A and Schedule C in their entirety and substituting
therefore the attached new Schedule A and Schedule C, for the purpose
of
permitting shares of the Portfolios to serve as underlying investment
media through the Nationwide Qualified Plans Variable Account
(“QPVA”). The QPVA is an unregistered separate account
established by the Company under Ohio law to serve as an investment
vehicle for certain Group Separate Account Annuity Contracts offered
by
the Company in the qualified plan
market.
|
|
2.
|
By
attaching to and making a part of the Agreement a copy of this Amendment
No. 3.
|
|
3.
|
The
Agreement, as amended hereby, is and shall remain in full force and
effect.
|
In
witness whereof, each of the parties
has caused this Amendment to be executed in its name on its behalf by its duly
authorized representative as of the date first written above.
Nationwide
Life Insurance Company
By: ____________________________________
[Xxxxxx
X. Xxxxxxxx]
Title: Vice
President – Financial Operations
Xxxxxx
X. Xxxxxxxx
Fidelity
Distributors Corporation
By: ____________________________________
Title: _
President__________________________
Variable
Insurance Products Fund II
By: ____________________________________
[J.
Xxxx Xxxxxxxx]
Title: _Senior
Vice President_________________
|
|
Schedule
A
|
|
|
Contracts
|
|
1.
|
Variable
Annuity Contract Form APO 1293-GA, APO
1293-3
|
|
2.
|
Variable
Life Contract Form VLO-275 (or such other form numbers as may be
approved
in other states)
|
|
3.
|
Group
Separate Account Annuity Contracts Form APO-1472, APO-2243 (or such
other
form numbers as may be approved in other
states)
|
|
|
Schedule
C
|
|
|
Accounts
|
|
Name
of Account
|
Date
of Resolution of
|
|
|
Company’s
Board which
|
|
|
Established
the Account
|
|
Nationwide
Variable Account – II
|
October
7, 1981
|
|
|
(Variable
Annuity)
|
|
Nationwide
VLI Separate Account – 2
|
May
7, 1987
|
|
|
(Variable
Life)
|
|
Nationwide
Qualified Plans
|
June
6, 1984
|
|
|
Variable
Account
|
|
|
(Group
Annuity)
|
AMENDMENT
NO. 3
This
Amendment dated as of the [19th]
day
of September, 1994 to the Participation Agreement dated as of July 15, 1989
(the
“Agreement”) among Nationwide Life Insurance Company (the “Company”), Fidelity
Distributors Corporation (the “Underwriter”) and Variable Insurance Products
Fund II (the “Fund”).
In
consideration of the mutual promises herein, the Company, the Underwriter
and
the Fund hereby agree to amend the Agreement as follows:
|
1.
|
By
deleting Schedule A and Schedule C in their entirety and substituting
therefore the attached new Schedule A and Schedule C, for the purpose
of
permitting shares of the Portfolios to serve as underlying investment
media through the Nationwide Deferred Compensation Variable Account
(“DCVA”). The DCVA is a registered separate account established
by the Company under Ohio law to serve as an investment vehicle
for the
Group Flexible Fund Retirement Contracts offered by the Company
for use in
connection with supplemental deferred compensation plans for employees
of
tax-exempt entities. Such plans will generally qualify for
favorable tax treatment under Sections 401, 403(b) or 457 of the
Internal
Revenue Code, but may also include other nonqualified deferred
compensation plans.
|
|
2.
|
By
attaching to and making a part of the Agreement a copy of this
Amendment
No. 3.
|
|
3.
|
This
Agreement, as amended hereby, is and shall remain in full force
and
effect.
|
In
witness whereof, each of the parties
has caused this Amendment to be executed in its name and on its behalf by
its
duly authorized representative as of the date first written above.
Nationwide
Life Insurance Company
By: ____________________________________
Title: Vice
President – Financial Operations
Xxxxxx
X. Xxxxxxxx
Fidelity
Distributors Corporation
By: ____________________________________
Title: President
Variable
Insurance Products Fund II
By: ____________________________________
[J.
Xxxx Xxxxxxxx]
Title: Senior
Vice President
VARIABLE
INSURANCE PRODUCTS FUND II
Schedule
A
Contracts
1. Variable
Annuity Contract Form APO-1293-GA, APO-1293-3
|
2.
|
Variable
Life Contract Form VLO-275 (or such other form numbers as may be
approved
in other states)
|
|
3.
|
Group
Separate Account Annuity Contracts Form APO-1472, APO-2243 (or
such other
form numbers as may be approved in other
states)
|
|
4.
|
Variable
Annuity Contract Form Life 2662
|
|
5.
|
Group
Flexible Fund Retirement Contract Forms APO-1835 with Endorsement
APO-1835-1 and TSP 556 with Endorsement APO-1838 (or such other
form
numbers as may be approved in other
states)
|
VARIABLE
INSURANCE PRODUCTS FUND II
Schedule
C
Accounts
Name
of
Account
Date of Resolution of
Company’s
Board which
Established
the Account
1. Nationwide
Variable Account –
II October
7, 1981
2. Nationwide
VLI Separate Account –
2 May
7, 1987
3. Nationwide
Qualified Plans
Variable June
6, 1984
Account
(Group
Annuity)
4. Nationwide
Variable
Account
March 3, 1976
5. Nationwide
Deferred
Compensation July
10, 1974
Variable
Account
AMENDMENT
NO. [4] TO PARTICIPATION AGREEMENT AMONG
VARIABLE
INSURANCE PRODUCTS FUND II
FIDELITY
DISTRIBUTORS CORPORATION
and
NATIONWIDE
INSURANCE COMPANY
WHEREAS,
NATIONWIDE LIFE INSURANCE COMPANY (the “Company”), VARIABLE INSURANCE PRODUCTS
FUND II (the “Fund”) and FIDELITY DISTRIBUTORS CORPORATION have previously
entered into a Participation Agreement (the “Agreement”) containing certain
arrangements concerning prospectus costs; and
WHEREAS,
the Trustees of the Fund have approved certain changes to the expense structure
of the Fund; and
NOW,
THEREFORE, the parties do hereby agree to amend the Agreement by substituting
the following arrangement in place of any inconsistent language in the
Participation Agreement, wherever found:
1. The
Fund will provide to
the Company each year, at the Fund’s cost, such number of prospectuses and
Statements of Additional Information as are actually distributed to the
Company’s then-existing variable life and/or variable annuity contract
owners.
2. If
the Company takes
camera-ready film or computer diskettes containing the Fund’s prospectus and/or
Statement of Additional Information in lieu of receiving hard copies of these
documents, the Fund will reimburse the Company in an amount computed as
follows. The number of prospectuses and Statements of Additional
Information actually distributed to existing contract owners by the Company
will
be multiplied by the Fund’s actual per-unit cost of printing the
documents.
3. The
Company agrees to
provide the Fund or its designee with such information as may be reasonably
requested by the Fund in order to verify that the prospectuses and Statements
of
Additional Information provided to the Company, or the reimbursement made
to the
Company, are or have been used only for the purposes set forth
hereinabove.
IN
WITNESS WHEREOF we have set our hand
as of the 15th day of December, 1994.
NATIONWIDE
LIFE INSURANCE
COMPANY
By:
Name: Xxxxxx
X.
Xxxxxxxx
Title:
Vice
President –
Financial Operations
VARIABLE
INSURANCE PRODUCTS FUND
II FIDELITY
DISTRIBUTORS CORPORATION
By: By:
Name: J.
Xxxx
Xxxxxxxx
Name: Xxxx X. Xxxxx
Title:
Senior
Vice
President Name:
President
AMENDMENT
NO. 5
TO
This
AMENDMENT No. 5 to PARTICIPATION AGREEMENT is made and entered into as
of April
7, 1997, by among NATIONWIDE LIFE INSURANCE COMPANY (the “Company”),
FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), and VARIABLE
INSURANCE PRODUCTS FUND II (the “Fund”).
RECITALS
WHEREAS,
the Company, Underwriter, and the Fund entered into a Fund Participation
Agreement dated July 15, 1989, which includes three schedules; Schedule
A,
consists of the Contract form numbers; Schedule B, consists of the Proxy
Statement; and Schedule C, consists of names of the accounts included under
the
FPA, which were made available for the purposes of permitting shares of
the
Portfolios to serve as underlying investment media through the Nationwide
Group
Variable Accounts, and Nationwide Individual Variable Accounts.
WHEREAS,
pursuant to the Amendment No. 1 to the Agreement, dated as of November
1, 1991,
several sections were deleted in its entirety, sects. 1.4, 2.12, 10.1,
10.2,
10.3, and the following sections were substituted; 4.1, and
10.1. Additionally, the following sections were added, sec. 12.9 to
Article XII; and sec. 12.10 to Article XII; and
WHEREAS,
pursuant to the Amendment No. 2 to the Agreement, dated June 1, 1990, Schedule
A
and Schedule C, was deleted in their entirety whereby a new Schedule A
and
Schedule C were substituted for the purpose of permitting shares to serve
through the Nationwide Qualified Plans Variable Account (“QPVA”);
and
WHEREAS,
pursuant to Amendment No. 3, to the Agreement dated September 19, 1994,
the
Deferred Compensation Variable Account (“DCVA”) was made available for the
purpose of permitting shares of the Portfolios to serve as underlying investment
media through the DCVA Account; and
WHEREAS,
pursuant to Amendment No. 4, to the Agreement dated December 15, 1994,
the
parties hereby agree to amend the Agreement by substituting in place of
any
inconsistent language in the Participation Agreement wherever found; that
the
Fund will provide to the Company each year at the Fund’s cost, such number of
prospectuses and Statements of Additional Information that are actually
distributed to the Company’s then existing Variable Life and/or Variable Annuity
contract owner.
NOW,
THEREFORE, in consideration of the promises and mutual agreements
contained herein, the Company, the Underwriter and the Fund hereby agree
to
amend the Agreement as follows:
|
|
1.
|
By
deleting Schedule A and Schedule C in their entirety and substituting
therefore the attached new Schedule A and Schedule C, for the
purpose of
permitting shares of the Portfolios to serve as underlying investment
media through the Nationwide Variable Account – 6, Nationwide Variable
Account – B, and Fidelity Advisor Variable Account. These
accounts are registered separate accounts established by the
Company under
Ohio law to serve as investment vehicles for individual and group
modified
single premium, retirement contracts and group flexible fund
retirement
contracts that generally qualify for favorable tax treatment
under the
Internal Revenue Code but may also include other non-qualified
plans.
|
|
|
2.
|
By
attaching to and making a part of the Agreement a copy of this
Amendment
No. 5.
|
|
|
3.
|
The
Agreement, as amended hereby, is and shall remain in full force
and
effect.
|
In
witness whereof, each of the parties
has caused this Amendment to be executed in its name and on its behalf
by its
duly authorized representative as of the date first written above.
NATIONWIDE
LIFE INSURANCE COMPANY
By: Xxxxxx
X. Xxxxx
Title: Associate
Vice President – Financial Operations
FIDELITY
DISTRIBUTORS CORPORATION
By:
Title:
VARIABLE
INSURANCE PRODUCTS FUND II
By:
Title:
VARIABLE
INSURANCE PRODUCTS FUND II
Schedule
II
Contracts
|
1.
|
Variable
Annuity Contract Form APO-1293-GA,
APO-1293-3
|
|
2.
|
Variable
Life Contract Form VLO-275 (or such other form number as may
be approved
in other states)
|
|
3.
|
Group
Separate Account Annuity Contracts Form APO-1472, APO-2243 (or
such other
form numbers as may be approved in other
states)
|
|
4.
|
Variable
Annuity Contract Form Life 2662
|
|
5.
|
Group
Flexible Fund Retirement Contract Forms APO-1835 with Endorsement
APO-1835-1 and TSP 556 with Endorsement APO-1838 (or such other
form
numbers as may be approved in other
states)
|
|
6.
|
Variable
Annuity Contract Form APO-1293-36
|
|
7.
|
Variable
Annuity Contract Form No.
APO-1293-3A
|
|
8.
|
Variable
Annuity Form No. FHL-46-3
|
|
|
VARIABLE
INSURANCE PRODUCTS FUND II
|
|
|
Schedule
C
|
|
|
Accounts
|
|
Name
of Account
|
Date
of Resolution of Company’s
|
|
|
Board
which Established the Account
|
|
1.
|
Nationwide
Variable Account – II
|
October
7, 1981
|
|
|
(Variable
Annuity)
|
|
2.
|
Nationwide
VLI Separate Account – II
|
May
7, 1987
|
|
|
(Variable
Life)
|
|
3.
|
Nationwide
Qualified Plans Variable
|
June
6, 1984
|
|
|
Account
(Group Annuity)
|
|
4.
|
Nationwide
Variable Account
|
March
3, 1994
|
|
5.
|
Nationwide
Deferred Compensation
|
July
10, 1974
|
|
6.
|
Nationwide
Variable Account – 6
|
February
2, 1994
|
|
7.
|
Fidelity
Advisor Variable Account
|
July
22, 1994
|
|
8.
|
Nationwide
VA Separate Account – B
|
December
30, 1996
|
AMENDMENT
NO. 6 TO FUND PARTICIPATION AGREEMENT AMONG
VARIABLE
INSURANCE PRODUCTS FUND II,
FIDELITY
DISTRIBUTORS CORPORATION
and
NATIONWIDE
LIFE INSURANCE COMPANY
This
document constitutes an Amendment to the Participation Agreement dated July
15,
1989 (the “Agreement”) among VARIABLE INSURANCE PRODUCTS FUND II (the “Fund”),
FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), and NATIONWIDE LIFE
INSURANCE COMPANY (the “Company”).
The
purpose of this Amendment is to allow Service Class shares of the Fund to
serve
as underlying investment vehicles for products issued through Nationwide
Variable Account – 9, Nationwide NLI Separate Account – 4, and Nationwide VL
Separate Account – C, segregated asset accounts of the Company for use in
variable annuity contracts and variable life insurance policies,
respectively.
For
such
purpose as listed above, the Fund, the Underwriter and the Company amend
the
Agreement as follows (see Attachment A):
|
1.
|
All
references in the original Agreement and subsequent Amendments
to
Nationwide Life Insurance Company shall also mean Nationwide Life
and
Annuity Insurance Company, a wholly-owned subsidiary of Nationwide
Life
Insurance Company (hereinafter collectively referred to as the
“Company”).
|
|
2.
|
Section
2.5 of Article II – Representations and Warranties is deleted in
its entirety and replaced with the
following:
|
|
|
2.5
|
The
Fund may make payments to finance distribution expenses pursuant
to Rule
12b-1 under the Investment Company of 1940. To the extent that
the Fund finances distribution expenses pursuant to Rule 12b-1,
the Fund
undertakes to have the board of trustees, a majority of whom are
not
interested persons of the Fund, formulate and approve any plan
under Rule
12b-1 to finance distribution
expenses.
|
|
3.
|
Section
5.1 of Article V – Fees and Expenses is deleted in its entirety and
replaced with the following:
|
|
|
5.1
|
The
Fund and the Underwriter may pay a fee to the Company’s affiliated
broker-dealer pursuant to a plan or plans pursuant to Rule 12b-1
under the
Investment Company Act of 1940 to finance distribution expenses
including
certain shareholder services for the sale of Fund shares including
Service
Class Shares. Such payments may be paid out of existing fees
otherwise payable to the Underwriter, past profits of the Underwriter
or
other resources available to the
Underwriter.
|
|
4.
|
Section
10.5 of Article X – Termination is deleted in its entirety and
replaced with the following:
|
|
|
10.5
|
The
Company shall not redeem Fund shares attributable to the Contracts
(as
opposed to Fund shares attributable to the Company’s assets held in the
Account) except (i) as necessary to implement Contract Owner initiated
or
approved transactions, (ii) as required by state and/or federal
laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a “Legally Required Redemption”), or (iii) in
accordance with a substitution order issued by the SEC. Upon
request, the Company will promptly furnish the Fund and the Underwriter
the opinion of counsel for the Company (which counsel shall be
reasonably
satisfactory to the Fund and the Underwriter) to the effect that
any
redemption pursuant to clause (ii) above is a Legally Required
Redemption. Furthermore, except in cases where permitted under
the terms of the Contracts, the Company shall not prevent Contract
Owners
from allocating payments to a Portfolio that was otherwise available
under
the Contracts without first giving the Fund or the Underwriter
90 days
notice of its intention to do so.
|
|
5.
|
Schedule
A is amended to reflect the addition of the following Contracts
and
Policies of the Company:
|
|
|
a)
|
Variable
Annuity Contract Forms APO-3416 and APO-3417 (or such other form
numbers
as may be approved in other states)
|
|
|
b)
|
Variable
Life Policy Forms XXX-000, XXXX-00, XXX-000, XXXX-00 (or such other
form
numbers as may be approved in other
states)
|
|
6.
|
Schedule
C is amended to reflect the addition of the following segregated
asset
accounts of the Company:
|
|
|
a)
|
Nationwide
Variable Account – 9, established by the Company’s Board of Directors on
May 22, 1997
|
|
|
b)
|
Nationwide
VLI Separate Account – 4, established by the Company’s Board of Directors
on December 3, 1987
|
|
|
c)
|
Nationwide
VL Separate Account – C, established by the Company’s Board of Directors
on July 22, 1997
|
|
7.
|
The
Amendment to Schedules A and C are attached to and made a part
of the
Agreement.
|
|
8.
|
The
Agreement and any related Service Agreements, as amended, are and
shall
remain in full force and effect until terminated pursuant to terms
of the
Agreement.
|
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 6 to be
executed as of the date(s) set forth below:
VARIABLE
INSURANCE PRODUCTS FUND II
By: Date: [12/22/97]
Xxxxxx
X Xxxxx]
Title: [Senior
Vice President]
FIDELITY
DISTRIBUTORS CORPORATION
By: Date: [01/05/98]
Title: [Vice
President]
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
FOR THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN SCHEDULE
C
By: Date: [12/5/97]
[Xxxxxx
X. Xxxx]
Title: Vice
President
Product
and Market Compliance
Attachment
A
Section
1.1 of Article I – Sale of Fund Shares is hereby amended by adding the
following to the end of such section:
For
purposes of this Agreement, all references to shares of the Fund shall include
both Service Class Shares and Initial Class Shares unless otherwise
designated.
SCHEDULE
A
Contracts
to Participation Agreement Among Variable Insurance Products Fund
II
Fidelity
Distributors Corporation and Nationwide Life Insurance Company
Contract
Form Numbers
|
1.
|
Variable
Annuity Contract Form APO-1293-3A (or such other form numbers as
may be
approved in other states).
|
|
2.
|
Variable
Life Policy Form VLO-275 (or such other form numbers as may be
approved in
other states).
|
|
3.
|
Variable
Annuity Contract Form Life 2662.
|
|
4.
|
Variable
Annuity Contract Form APO-1293-36 (or such other form numbers as
may be
approved in other states).
|
|
5.
|
Qualified
Plans Variable Group Annuity Contract Forms APO-2243 and APO-1472
(or such
other form numbers as may be approved in other
states).
|
|
6.
|
Group
Flexible Fund Retirement Contract Forms APO-1835 with Endorsement
APO-1835-1 and TSP 556 with Endorsement APO-1838 (or such other
form
numbers as may be approved in other
states).
|
|
7.
|
Variable
Annuity Contract Form FHL-463 (or such other form numbers as may
be
approved in other states).
|
|
8.
|
Variable
Annuity Contract Forms APO-3416 and APO-3417 (or such other form
numbers
as may be approved in other
states).
|
|
9.
|
Variable
Life Insurance Policy Forms VLO-507 and NWLA-23 (or such other
form
numbers as may be approved in other
states).
|
|
10.
|
Variable
Life Insurance Policy Forms VLO-510 and NWLA-30 (or such other
form
numbers as may be approved in other
states).
|
SCHEDULE
C
Name
of
Account
Date of Resolution of
Which Company’s Board
Established
the
Account
Nationwide
Variable
Account March
3, 1976
Nationwide
Variable Account –
II October
7, 1981
Nationwide
Deferred Compensation
Variable
July 10, 1974
Account
Nationwide
Qualified Plans Variable
Account June
6, 1984
Nationwide
Variable Account –
6 February
2, 1994
Fidelity
Advisor Variable
Account July
22, 1994
Nationwide
Variable Account –
9 May
22, 1997
Nationwide
VA Separate Account –
B March
6, 1991
Nationwide
VLI Separate Account –
2 May
7, 1987
Nationwide
VLI Separate Account –
4 December
3, 1987
Nationwide
VL Separate Account –
C July
22, 1997
AMENDMENT
NO. 7 TO FUND PARTICIPATION AGREEMENT AMONG
VARIABLE
INSURANCE PRODUCTS FUND II,
FIDELITY
DISTRIBUTORS CORPORATION
and
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY
INSURANCE
COMPANY
This
document constitutes an Amendment to the Participation Agreement dated July
15,
1989 (the “Agreement”) among VARIABLE INSURANCE PRODUCTS FUND II (the “Fund”),
FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), and NATIONWIDE LIFE
INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(collectively, the “Company”).
The
primary purpose of this Amendment is to amend the formant of Schedule A to
reflect those separate accounts and Contracts of the Company in which the Funds
serve as underlying investment options and to update Schedules A and
C.
The
Amendments to Schedules A and C are attached to and made a part of the
Agreement.
The
Agreement and any related Service Agreements, as amended, are and shall remain
in full force and effect until terminated pursuant to the terms of the
Agreement.
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 7 to be
executed as of the date(s) set forth below:
VARIABLE
INSURANCE PRODUCTS FUND II
By: Date: [3/3/99]
Xxxxxx
X. Xxxxx
Senior
Vice President
FIDELITY
DISTRIBUTORS CORPORATION
By: Date: [2/26/99]
Xxxxx
X. Xxxxx
Vice
President
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY FOR
THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN SCHEDULE
A
By: Date: [2/18/99]
Xxxxxx
X. Xxxx
Vice
President – Office of Product
and
Market Compliance
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
Schedule
A
Accounts,
Contract and Portfolios
|
Variable
Accounts
|
Contracts
|
Portfolios**
|
|
Nationwide
Fidelity Advisor Variable Account
|
· APO-1293-3A*
· APO-1293-36*
· APO-3416*
· APO-3417*
|
· VIP
II Asset Manager Portfolio: Initial and Service Class
· VIP
II Asset Manager: Growth Portfolio: Initial and Service Class
· VIP
II Contrafund Portfolio: Initial and Service Class
· VIP
II Investment Grade Bond Portfolio
· VIP
II Index 500 Portfolio
|
|
Nationwide
Variable Account – II
|
· APO-1293-3A*
· APO-1293-36*
· APO-2796*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
Variable Account – 6
|
· APO-1293-36*
· APO-3366*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
Variable Account – 9
|
· APO-3416*
· APO-3417*
· APO-3275-8*
· APO-3691*
· APO-3694*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
VA Separate Account – B
|
· FHL-463*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
DC Variable Account
|
· TSP-556*
|
· VIP
II Asset Manager Portfolio
|
|
Nationwide
Qualified Plans Variable Account (“QPVA”)
|
· APO-2243*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate Account – 2
|
· APO-430*
· APO-426*
· VLO-355*
· VLO-510*
· NWLA-23*
· VLO-275*
· VLO-3*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate Account – 3
|
· VLO-355
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate Account – 4
|
· VLO-507*
· NWLA-23*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
VL Separate Account – C
|
· VLO-510*
· NWLA-30*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
VL Separate Account – D
|
· VLO-507*
|
· VIP
II Asset Manager Portfolio: Service Class
· VIP
II Contrafund Portfolio: Service
Class
|
*Or
other form numbers as may be
approved in other states.
**Unless
otherwise indicated, reference
is to Initial Class Shares of the Portfolio.
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
SCHEDULE
C
Name
of
Account Date
of Resolution of
Which
Company’s
Board
Established the
Account
Nationwide
Variable Account –
II October
7, 1981
Nationwide
DC Variable
Account
July 10, 1974
Nationwide
Qualified Plans Variable
Account June
6, 1984
(“QPVA”)
Nationwide
Multi Flex Variable
Account October
7, 1981
Nationwide
Variable Account –
9 May
22, 1997
Nationwide
VA Separate Account –
A May
6, 1987
Nationwide
VA Separate Account –
B March
6, 1991
Nationwide
VA Separate Account –
C July
24, 1991
Nationwide
VLI Separate Account –
2 May
7, 1987
Nationwide
VLI Separate Account –
3 August
8, 1994
Nationwide
VLI Separate Account –
4 December
3, 1987
Nationwide
VL Separate Account –
A
August 8, 1984
Nationwide
VL Separate Account –
C July
22, 1984
Nationwide
VL Separate Account –
D July
22, 1997
AMENDMENT
NO. 8 TO FUND PARTICIPATION AGREEMENT AMONG
VARIABLE
INSURANCE PRODUCTS FUND II,
FIDELITY
DISTRIBUTORS CORPORATION
and
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY
INSURANCE
COMPANY
This
document constitutes an Amendment to the Participation Agreement dated July
15,
1989, (the “Agreement”) among VARIABLE INSURANCE PRODUCTS FUND II (the “Fund”),
FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), and NATIONWIDE LIFE
INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(collectively, the “Company”).
The
primary purposes of this Amendment are:
|
·
|
to
add Nationwide Variable Account – 8 and Nationwide Variable Account – 10;
each a segregated asset account of
Nationwide;
|
|
·
|
to
add immediate variable annuity contracts (APO-4364) to Nationwide
Variable
Account – 9; and
|
|
·
|
to
update Schedule C
|
The
Amendments to Schedules A and C are attached to and made a part of the
Agreement.
This
Amendment No. 8 shall be effective October 1, 1999.
The
Agreement and any related Service Agreements, as amended, are and shall remain
in full force and effect until terminated pursuant to the terms of the
Agreement.
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 8 to be
executed as of the date(s) set forth below:
VARIABLE
INSURANCE PRODUCTS FUND II
By: Date: [10/21/99]
[Xxxxxx
X. Xxxxx]
FIDELITY
DISTRIBUTORS CORPORATION
By: Date: [10/22/99]
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
FOR THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN SCHEDULE
A
By: Date: [10/18/99]
Xxxxxx
X. Xxxx
Vice
President – Office of Product
and
Market Compliance
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
Schedule
A
Accounts,
Contract and Portfolios
|
Variable
Accounts
|
Contracts
|
Portfolios**
|
|
Nationwide
Fidelity Advisor Variable
Account
|
· APO-1293-3A*
· APO-1293-36*
· APO-3416*
· APO-3417*
|
· VIP
II Asset Manager Portfolio: Initial and Service Class
· VIP
II Asset Manager: Growth Portfolio: Initial and Service Class
· VIP
II Contrafund Portfolio: Initial and Service Class
· VIP
II Investment Grade Bond Portfolio
· VIP
II Index 500 Portfolio
|
|
Nationwide
Variable Account – II
|
· APO-1293-3A*
· APO-1293-36*
· APO-2796*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
Variable Account – 6
|
· APO-1293-36*
· APO-3366*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
Variable Account – 8
|
· APO-4384*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
Variable Account – 9
|
· APO-3416*
· APO-3417*
· APO-3275-8*
· APO-3691*
· APO-3694*
· APO-4364*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
Variable Account – 10
|
· APO-4446*
|
· VIP
II Contrafund Portfolio; Service Class
|
|
Nationwide
VA Separate Account – B
|
· FHL-463*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
DC Variable Account
|
· TSP-556*
|
· VIP
II Asset Manager Portfolio
|
|
Nationwide
Qualified Plans Variable Account (“QPVA”)
|
· APO-2243*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate Account – 2
|
· APO-430*
· APO-426*
· VLO-355*
· VLO-510*
· NWLA-23*
· VLO-275*
· VLO-3*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate Account – 3
|
· VLO-355
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate Account – 4
|
· VLO-507*
· NWLA-23*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
VL Separate Account – C
|
· VLO-510*
· NWLA-30*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
VL Separate Account – D
|
· VLO-507*
|
· VIP
II Asset Manager Portfolio: Service Class
· VIP
II Contrafund Portfolio: Service
Class
|
*Or
other form numbers as may be
approved in other states.
**Unless
otherwise indicated, reference
is to Initial Class Shares of the Portfolio.
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
SCHEDULE
C
Name
of
Account Date
of Resolution of Which Company’s
Board
Established the
Account
Nationwide
Variable Account –
II October
7, 1981
Nationwide
DC Variable
Account July
10, 1974
Nationwide
Qualified Plans Variable
Account June
6, 1984
(“QPVA”)
Nationwide
Multi Flex Variable
Account October
7, 1981
Nationwide
Variable Account –
8 August
3, 1995
Nationwide
Variable Account –
9 May
22, 1997
Nationwide
Variable Account –
10 March
31, 1999
Nationwide
VA Separate Account –
A May
6, 1987
Nationwide
VA Separate Account –
B
March 6, 1991
Nationwide
VA Separate Account –
C July
24, 1991
Nationwide
VLI Separate Account –
2 May
7, 1987
Nationwide
VLI Separate Account –
3 August
8, 1994
Nationwide
VLI Separate Account –
4 December
3, 1987
Nationwide
VL Separate Account –
A
August 8, 1984
Nationwide
VL Separate Account –
C July
22, 1984
Nationwide
VL Separate Account –
D July
22, 1997
AMENDMENT
NO. 9 TO FUND PARTICIPATION AGREEMENT AMONG
VARIABLE
INSURANCE PRODUCTS FUND II,
FIDELITY
DISTRIBUTORS CORPORATION
and
NATIONWIDE
LIFE INSURANCE COMPANY and
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
This
document constitutes an Amendment to the Participation Agreement dated
July 15,
1989, (the “Agreement”) among VARIABLE INSURANCE PRODUCTS FUND II (the “Fund”),
FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), and NATIONWIDE LIFE
INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(collectively, the “Company”).
The
primary purposes of this Amendment are:
|
·
|
to
add Nationwide Private Placement Variable Account; a segregated
asset
account of Nationwide;
|
|
·
|
to
add immediate variable life insurance contracts (VLO-521) offered
in the
Nationwide Private Placement Variable Account;
and
|
|
·
|
to
update Schedule C
|
The
Amendments to Schedules A and C are attached to and made a part of the
Agreement.
This
Amendment No. 9 shall be effective January 4, 2000.
The
Agreement and any related Service Agreements, as amended, are and shall
remain
in full force and effect until terminated pursuant to the terms of the
Agreement.
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 9 to be
executed as of the date(s) set forth below:
VARIABLE
INSURANCE PRODUCTS FUND II
By: Date: [1/05/00]
Xxxxxx
X.
Xxxxx
Senior
Vice President
FIDELITY
DISTRIBUTORS CORPORATION
By: Date: [1/06/00]
Xxxxx
X.
Xxxxx
Vice
President
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
FOR THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN SCHEDULE
A
By: Date: [12/29/99]
Xxxxxx
X. Xxxx
Vice
President – Office of Product and Market
Compliance
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
Schedule
A
Accounts,
Contract and Portfolios
|
Variable
Accounts
|
Contracts
|
Portfolios**
|
|
Nationwide
Fidelity Advisor Variable
Account
|
· APO-1293-3A*
· APO-1293-36*
· APO-3416*
· APO-3417*
|
· VIP
II Asset Manager Portfolio: Initial and Service Class
· VIP
II Asset Manager: Growth Portfolio: Initial and Service Class
· VIP
II Contrafund Portfolio: Initial and Service Class
· VIP
II Investment Grade Bond Portfolio
· VIP
II Index 500 Portfolio
|
|
Nationwide
Variable Account – II
|
· APO-1293-3A*
· APO-1293-36*
· APO-2796*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
Variable Account – 6
|
· APO-1293-36*
· APO-3366*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
Variable Account – 8
|
· APO-4384*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
Variable Account – 9
|
· APO-3416*
· APO-3417*
· APO-3275-8*
· APO-3691*
· APO-3694*
· APO-4364*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
Variable Account – 10
|
· APO-4446*
|
· VIP
II Contrafund Portfolio; Service Class
|
|
Nationwide
VA Separate
Account
– B
|
· FHL-463*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
DC Variable Account
|
· TSP-556*
|
· VIP
II Asset Manager Portfolio
|
|
Nationwide
Qualified Plans Variable Account (“QPVA”)
|
· APO-2243*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate
Account
– 2
|
· APO-430*
· APO-426*
· VLO-355*
· VLO-510*
· NWLA-23*
· VLO-275*
· VLO-3*
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate
Account
– 3
|
· VLO-355
|
· VIP
II Asset Manager Portfolio
· VIP
II Contrafund Portfolio
|
|
Nationwide
VLI Separate
Account
– 4
|
· VLO-507*
· NWLA-23*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
VL Separate Account – C
|
· VLO-510*
· NWLA-30*
|
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
VL Separate Account – D
|
· VLO-507*
|
· VIP
II Asset Manager Portfolio: Service Class
· VIP
II Contrafund Portfolio: Service Class
|
|
Nationwide
Private Placement Variable Account
|
· VLO-521*
|
· VIP
II Equity – Income Portfolio: Service Class
· VIP
II Growth Portfolio: Service Class
· VIP
II High Income Portfolio: Service Class
· VIP
II Overseas Portfolio: Service
Class
|
*Or
other form numbers as may be
approved in other states.
**Unless
otherwise indicated, reference
is to Initial Class Shares of the Portfolio.
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
SCHEDULE
C
Name
of
Account Date
of
Resolution of
Which
Company’s
Board
Established the Account
Nationwide
Variable Account –
II October
7, 1981
Nationwide
DC Variable
Account July
10, 1974
Nationwide
Qualified Plans Variable
Account June
6, 1984
(“QPVA”)
Nationwide
Multi Flex Variable
Account October
7, 1981
Nationwide
Variable Account –
8 August
3, 1995
Nationwide
Variable Account –
9 May
22, 1997
Nationwide
Variable Account –
10 March
31, 1999
Nationwide
VA Separate Account –
A May
6, 1987
Nationwide
VA Separate Account –
B March
6, 1991
Nationwide
VA Separate Account –
C July
24, 1991
Nationwide
VLI Separate Account –
2 May
7, 1987
Nationwide
VLI Separate Account –
3 August
8, 1994
Nationwide
VLI Separate Account –
4
December 3, 1987
Nationwide
VL Separate Account –
A August
8, 1984
Nationwide
VL Separate Account –
C July
22, 1984
Nationwide
VL Separate Account –
D July
22, 1997
Nationwide
Private
Placement
May 1, 1998
Variable
Account
Amendment
to Participation Agreement
This
Amendment, dated as of May 1, 2002, amends the Participation Agreements,
as
previously amended (each, an “Agreement”), among Nationwide Life Insurance
Company and Nationwide Life and Annuity Insurance Company (“Company”), Fidelity
Distributors Corporation (“Underwriter”) and each of Variable Insurance Products
Fund, Variable Insurance Products Fund II, and Variable Insurance Products
Fund
III (each, a “Fund” and collectively, the “Funds”).
WHEREAS,
the parties acknowledge that excessive trading by insurance company contract
owners, including those of the Company, may adversely affect the Funds,
by
forcing portfolio managers to take undesirable actions in order to meet
redemptions, such as retaining excess cash, selling desirable positions
and/or
incurring excessive portfolio trading costs; and
WHEREAS,
the Funds’ Boards of Trustees have found that the deterrence of excessive
trading to be in the best interests of the Funds, and have authorized
Underwriter to take appropriate actions, including without limitation the
refusal of insurance company purchase orders, to deter excessive trading;
and
WHEREAS,
the Underwriter has put in place procedures designed to detect and deter
excessive trading in all insurance company separate accounts; and
WHEREAS,
the Company and the Underwriter have studied various potential solutions
for
deterring excessive trading, and have agreed to implement R-class shares
as an
additional measure intent on deterring market timing with relatively minimal
disruption to long-term shareholders; and
WHEREAS,
the Fund may create and offer one or more classes of shares of certain
portfolios, which are subject to redemption fees (“R” classes), and
WHEREAS,
Company, on behalf of certain of its Separate Accounts, may elect to purchase
R-class shares for use in variable annuity or variable life insurance products
issued by Company;
NOW,
THEREFORE, the parties hereby agree as follows:
|
1.
|
The
first sentence of section 1.1 is amended to read as
follows:
|
Subject
to the provisions of Sections 1.2 and 2.13, the Underwriter agrees to sell
to
the Company those shares of the Fund which each Account orders, executing
such
orders on a daily basis at the net asset value next computed after receipt
by
the Fund or its designee of the order for the shares of the Fund.
2. Section
1.4 is replaced in its entirety with the following:
1.4 The
Fund and the Underwriter will not sell Fund shares to any insurance company
or
separate account unless an agreement containing provisions substantially
the
same as Articles I, III, V, VII and Section 2.5 and, in the event such
insurance
company purchases R-class shares, Sections 2.12 and 2.13, of this Agreement
is
in effect to govern such sales.
3. Section
2.5 is replaced in its entirety with the following:
2.5. (a)
With respect to Initial Class and Initial Class R shares, the Fund currently
does not intend to make any payments to finance distribution expenses pursuant
to Rule 12b-1 under the 1940 Act or otherwise, although it may make such
payments in the future. The Fund has adopted a “no fee” or
“defensive” Rule 12b-1 Plan under which it makes no payments for distribution
expenses. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of
trustees, a majority of whom are not interested persons of the Fund, formulate
and approve any plan under Rule 12b-1 to finance distribution
expenses.
(b) With
respect to Service
Class, Service Class 2, Service Class R and Service Class 2 R shares, the
Fund
has adopted Rule 12b-1 Plans under which it makes payments to finance
distribution expenses. The Fund represents and warrants that it has a
board of trustees, a majority of whom are not interested persons of the
Fund,
which has formulated and approved each of its Rule 12b-1 Plans to finance
distribution expenses of the Fund and that any changes to the Fund’s Rule 12b-1
Plans will be approved by a similarly constituted board of
trustees.
4. Sections
2.12 and 2.13 are added:
2.12 The
Company represents and warrants that it will enforce and administer the
short-term redemption fee (for purposes of Section 2.12, “the fee”) applicable
to R-class shares in accordance with the fee structure described in the
Fund’s
then-current SEC registration statement. The Distributor shall
provide Company with commercially reasonable advance written notice of
any
change in the fee structure. In addition to, and without limited, the
provisions of this Agreement concerning books and records contained in
Section
12.6, books and records maintained by the Company with respect to the
calculation and administration of the fee shall be the books and records
of the
Fund and shall be made available to the Fund immediately upon request by
the
Fund, the Fund’s transfer agent and/or its auditors in order for the Fund to
conduct due diligence reviews or to comply with regulatory examination
requirements. The Company further represents and warrants that it
will periodically remit to the Fund, or to the Fund’s transfer agent, such
information as the Fund or the Fund’s transfer agent may require in order to
fulfill its obligations with respect to the administration of the fee,
and will
also wire to the Fund the amount of the fee attributable to transactions
included in the period for which the information is provided. The
Company or the Underwriter or their affiliates may make arrangements to
pay the
fee on behalf of Contract owners making certain redemptions or terminal
redemptions deemed unlikely to result in or from market timing activities
(“Covered Redemptions”), so long as the Fund receives the fee and the parties
comply with all other provisions of this Agreement. The parties agree
to cooperate with each other so that within a reasonable time after the
execution of this Agreement the information furnished by the Company pursuant
to
this section 2.12 will be provided in an automated format acceptable to
the Fund
or the Fund’s transfer agent. A description of the fee, and examples
indicating its application, are included in Schedule D, attached, which
may be
modified in the Fund’s sole discretion upon written notice to the
Company. The Company further represents and warrants that it will
include in the Disclosure Document (as defined in Section 3.1 below) for
each
Contract the disclosure language substantially as set forth in then-current
Schedule D with respect to the fee.
2.13 The
Company represents and warrants that it will use its best efforts to discourage
market timing and other disruptive trading activity by third parties with
power
to act on behalf of multiple contract owners and by individual contract
owners. Company further represents and warrants that any annuity
contract forms or variable life insurance policy forms not in use at the
time of
execution of this Agreement, but added to in the future via amendment of
Schedule A hereto, will contain language reserving to the Company the right
to
refuse to accept instructions from persons that engage in market timing
or other
disruptive trading activity.
5. The
second sentence of Section 10.2 is amended to read as follows:
Specifically,
and without limitation except for limitations imposed under Sections 1.2
and
2.13, the owners of the Existing Contracts shall be permitted to reallocate
investments in the Fund,
redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts.
6. Schedule
A is replaced in its entirety with revised Schedule A.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date
indicated above.
Nationwide
Life Insurance Company
By:
Name:
[Xxxx X.
Xxxxx]
Title: [VP
– Financial
Operations]
Fidelity
Distributors
Corporation Variable
Insurance Products Fund
Variable
Insurance Products Fund
II
Variable
Insurance Products Fund
III
By: By:
Name: Xxxx
Xxxxxxx] Name: [Xxxxx
Xxxxx]
Title: Executive
Vice
President Title:
Treasurer
354531
v7
SCHEDULE
D
R
CLASS
SHARES’ SHORT TERM REDEMPTION FEE
METHODOLOGY,
REQUIRED DISCLOSURE AND EXAMPLES
1. Methodology
and Required Disclosure. The following language both describes
the operation of the R class shares’ short-term redemption fee and serves as a
model for the disclosure the Company must include in the prospectus or
other
offering document(s) for the Contract(s). Difference in the operation
aspects of Contracts may require different disclosure, but pursuant to
Section
2.12 of the Agreement, all disclosure must be approved in writing by the
Fund or
the Fund’s designee.
A
Contract owner (or a person who
succeeds to the owner’s rights after the owner’s death) who chooses to redeem an
interest in a separate account (or subaccount of a separate account) that
invests in R class shares will be subject to a 1.00% short-term trading
fee if
and to the extent that the interest in the separate account (or subaccount,
as
appropriate) has been held for less than 60 days. For this purpose,
interests held longest will be treated as being redeemed first and interests
held shortest as being redeemed last.
Redemption
from a separate account may,
but does not necessarily, mean a withdrawal from a variable contract. It
includes all transactions, such as transfers among subaccounts, initiated
at the
request of a Contract owner (or the owner’s successor). The fee
applies both to one-time transactions and to periodic transactions, such
as
automatic rebalancing. In the event that the Company or the
Underwriter or their affiliate(s) have made arrangements to pay the fee
on
behalf of Contract Owners making certain Covered Redemptions, the fee shall
still apply but the Company’s Disclosure Document may indicate that the fee will
not be charged to Contract Owners in the event of such redemptions.
The
fee will not apply to redemptions
made to generate money to pay the Company its mortality and expense risk
fee or
other charges under a Contract. The fee will also not apply to
redemptions made to generate money to make scheduled annuity income payments
for
Contracts no longer in the deferral stage (i.e. Contracts that are either
immediate annuities or deferred annuity Contracts which have been annuitized),
or to any other transactions designated in writing by the Fund as
exempt.
2. Examples:
Annuity Contracts in Accumulation Phase and Variable Life Insurance
Policies
A. Contract
owner purchases a Contract on Day One and purchases 100 units of a subaccount
that invests in R class shares. On Day 58, Contract owner transfers
money within the contract by redeeming 50 units from the
subaccount. The value of those 50 units at the time of transfer is
$500.
The
fee applies to the entire amount
transferred. The fee is $5 (1% of $500).
B. Contract
Owner purchases a Contract on Day One and purchases 100 units of a subaccount
that invests in R class shares. On Day 50, Contract owner purchases
an additional 50 units of the same subaccount. On Day 65, Contract
Owner redeems 125 units at $10 each in order to transfer the proceeds to
another
subaccount.
The
first step is to determine which
units are redeemed. Using the first in, first out rule, all 100 units
purchased on Day One are redeemed, and 25 of the 50 units purchased on
Day 50
are redeemed. The 100 units purchased on Day One are not subject to
the redemption fee, but the 25 units purchased on Day 50 are subject to
the
fee. The value of the units subject to the redemption fee is $250 (25
units at $10 per unit). The redemption fee is $2.50 (1% of
$250).
3. Examples: Annuity
Contracts in Payout Phase (apply equally to annuitized deferred contracts
and
immediate annuities)
A. On
Day One, Contract Owner allocates all of variable annuity income to a Subaccount
that invests in R class shares. On Day 58, Contract Owner makes a
full withdrawal of withdrawal value. The withdrawal value immediately
before the reallocation is $50,000.
The
fee applies to the entire amount
reallocated. The fee is $500 (1% of $50,000).
B. On
Day One, Contract Owner allocates half of the Purchase Payment to a Subaccount
that invests in R class shares. On Day 50, Contract Owner allocates
the remainder of his variable annuity income to the same
Subaccount. On Day 65, the withdrawal value in the Subaccount is
$50,000, and Contract Owner withdraws 80% of the withdrawal value from
the
Subaccount. Immediately before the redemption the withdrawal value in
the Subaccount attributable to the original allocation is $30,000 and the
withdrawal value in the Subaccount attributable to the subsequent allocation
is
$20,000.
The
first step is to determine how much
of the withdrawal value is subject to the fee. Contract Owner
reallocated $40,000 of withdrawal value (80% of the total withdrawal value
of
$50,000). Using the first in, first out rule, all $30,000 of
withdrawal value that relates to the original allocation is redeemed, and
$10,000 of the subsequent allocation is redeemed. The $30,000 of
withdrawal value associated with the original allocation is not subject
to the
redemption fee because the original allocation has been maintained in the
Subaccount for 60 days or longer, but the $10,000 of the reallocation
attributable to the subsequent allocation is subject to the fee because
it has
been maintained in the Subaccount for less than 60 days. Since the
withdrawal value in the Subaccount subject to the fee has a value of $10,000
at
the time of the subsequent reallocation, the redemption fee is $100 (1%
of
$10,000).
C. On
Day One, Contract Owner allocates all of his variable annuity income to
a
Subaccount that invests in R class shares. On Day 58, Contract Owner
changes his entire allocation of variable annuity income to another
Subaccount. The value of periodic annuity income in the first
Subaccount immediately before the reallocation is $500.
The
fee applies to the entire amount
reallocated. Contract Owner’s variable annuity income is reduced by
$5 (1% of $500). Company remits to the Fund the amount that was
invested in the Fund immediately prior to the reallocation attributable
to the
$5 of income.
D. On
Day One, Contract Owner allocates half of the Purchase Payment to a Subaccount
that invests in R class shares. On Day 50, Contract Owner allocates
the remainder of his variable annuity income to the same
Subaccount. On Day 65, the value of the annuity income in the
Subaccount is $500, and Contract Owner reallocates 80% of his variable
annuity
income to another Subaccount. Immediately before the redemption $300
of variable annuity income from the Subaccount comes from the original
allocation and $200 from the subsequent allocation.
The
first step is to determine how much
of the variable annuity income is subject to the fee. Contract Owner
reallocated $400 of variable annuity income (80% of the $500). Using
the first in, first out rule, all $300 of variable annuity income that
related
to the original allocation is redeemed, and $100 of variable annuity income
from
the subsequent allocation is redeemed. The $300 of income associated
with the original allocation is not subject to the redemption fee because
the
original allocation has been maintained in the Subaccount for 60 days longer,
but the $100 of income attributable to the subsequent allocation is subject
to
the fee because it has been maintained in the Subaccount for less than
60
days.
Since
the income in the Subaccount
subject to the fee has a value of $100 at the time of the subsequent
reallocation, variable annuity income is reduced by $1 (1% of
$100). Company remits to the Fund the amount that was invested in the
Fund immediately prior to the reallocation attributable to the $1 of
income.
AMENDMENT
NO. 11 TO FUND PARTICIPATION AGREEMENT AMONG
VARIABLE
INSURANCE PRODUCTS FUND II,
FIDELITY
DISTRIBUTORS CORPORATION
and
NATIONWIDE
LIFE INSURANCE COMPANY and
NATIONWIDE
LIFE and ANNUITY INSURANCE COMPANY
This
document constitutes an Amendment to the Participation Agreement dated
July 15,
1989, (the “Agreement”) among VARIABLE INSURANCE PRODUCTS FUND II (the “Fund”),
FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), and NATIONWIDE LIFE
INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(collectively, the “Company”).
The
primary purpose of this Amendment is:
To
Amend
Schedule A of the Agreement and replace it with the Amended Schedule A
attached
hereto.
This
Amendment No. 11 shall be effective May 1, 2003.
The
Agreement and any related Service Agreements, as amended, are and shall
remain
in full force and effect until terminated pursuant to the terms of the
Agreement.
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 11 to be
executed:
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
FOR THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN SCHEDULE
A
By:
Name: [Xxxxxxx
X.
Xxxxxx]
Title: [VP
– Investment and Advisory
Services]
VARIABLE
INSURANCE PRODUCTS FUND II
By:
Name:
[Xxxxx
Xxxxx]
Title: [Treasurer]
FIDELITY
DISTRIBUTORS CORPORATION
By:
Name: [D
Holborn]
Title: [Executive
President
FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II
SCHEDULE
A
Accounts,
Contract and Portfolios
|
Variable
Accounts
|
Contracts
|
Portfolios**
|
|
Nationwide
Variable Account – II
|
· APO-1293-3A
· APO-1293-36
· APO-2796
· APO-6302
· APO-6282
· APO-6317
|
· BOA
IV Annuity
· BOA
Vision
· NEBA
· BOA
Future II Annuity
· BOA
All American Gold Annuity
· BOA
Achiever Annuity
· BOA
Future Venue
· BOA
Exclusive Venue
· BOA
Elite Venue
· BOA
Choice Venue II
|
|
Nationwide
Variable Account – 4
|
· APO-5074
|
· America’s
marketFlex Annuity
|
|
Nationwide
Variable Account – 6
|
· APO-1293-36
· APO-3366
|
· Evergreen
Ultra Advantage
|
|
Nationwide
Variable Account – 7
|
· APO-1293-3A
· APO-1293-36
· APO-3416
· APO-3417
|
· Nationwide
Classic
· Nationwide
Select
· BOA
All American Annuity
|
|
Nationwide
Variable Account – 8
|
· APO-4384
|
· Vision
NY (Citibank)
· Vision
Plus
|
|
Nationwide
Variable Account – 9
|
· APO-3416
· APO-3417
· APO-4364
|
· Future
· BOA
Choice/Venue
· BOA
Vision II
· BOA
V
· Exclusive
II
· BOA
America’s Income Annuity
· BOA
Elite Pro LTD
· BOA
Elite Pro Classic
|
|
Nationwide
Variable Account – 10
|
· APO-4446
|
· BOA
InvestCare
|
|
Nationwide
Variable Account – 13
|
· APO-5801
|
· BOA
Advisor Annuity
|
|
Nationwide
VA Separate Account – B
|
· FHL-463
|
· BOA
Exclusive
|
|
Nationwide
DC Variable Account
|
· TSP-556
|
· Deferred
Comp
|
|
Nationwide
Qualified Plans Variable Account (“QPVA”)
|
· APO-2243
· APO-4235
|
· BOA
Retirement Advisor
· BOA
Retirement Manager
|
|
Nationwide
VLI Separate Account – 2
|
· APO-430
· APO-426
· VLO-355
· VLO-510
· NWLA-23
· VLO-275
· VLO-3
|
· BOA
SPVL
· BOA
Multiple Pay
· BOA
FPVUL
· BOA
MSPVL
· BOA
Last Survivor
|
|
Nationwide
VLI Separate Account – 3
|
· VLO-355
· VLO-275
|
· Multi-Flex
FPVUL
|
|
Nationwide
VLI Separate Account – 4
|
· VLO-507
· NWLA-23
|
· BOA
Next Generation FPVUL
· BOA
COLI Future NWL
· BOA
Last Survivor Future
· BOA
MSPVL Future
· BOA
Last Survivor III
· BOA
Advantage FPVUL
· BOA
Protection FPVUL
· BOA
Protection Last Survivor
|
|
Nationwide
VL Separate Account – C
|
· VLO-510
· NWLA-30
|
· BOA
COLI Future NLAIC
|
|
Nationwide
VL Separate Account – D
|
· VLO-507
|
· BOA
Private Client CVUL
|
|
Nationwide
Private Placement Variable Account
|
· VLO-521
|
· Private
Placement
|
*Or
other form numbers as may be
approved in other states.
Amendment
to Participation Agreements
This
Amendment, dated as of May 1, 2005, amends the Participation Agreements
(“Agreement”) dated as of 5/1/88, 7/15/89 and 11/22/94 among Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company
(“Nationwide”), Fidelity Distributors Corporation (“Underwriter”) and Variable
Insurance Products Fund, Variable Products Fund II, and Variable Insurance
Products Fund III (each, a “Fund” and collectively, the “Funds”).
WHEREAS,
Variable Insurance Products Fund IV (VIP IV), an unincorporated business
trust
organized under the laws of the Commonwealth of Massachusetts, through
the
Underwriter, makes available shares of certain of its series (“Portfolios”) to
separate accounts of participating insurance companies on terms and conditions
similar to those of the Funds, and
WHEREAS,
Nationwide, on behalf of certain of its Separate Accounts, desires to purchases
and redeem shares of certain VIP IV Portfolios on such terms and
conditions;
NOW,
THEREFORE, the undersigned parties hereby agree as follows:
1. Nationwide,
the Underwriter, the Funds and VIP IV all agree that VIP IV shall be added
to
the Agreements as an additional Fund party. Nationwide, the
Underwriter and the VIP IV hereby adopt the provisions of the Agreement
as
though set forth herein. Without limiting the foregoing, the parties
each expressly adopt Article A of the Agreement, as follows:
Although
the parties have executed this Agreement in the form of a Master Participation
Agreement for the administrative convenience, this Agreement shall create
a
separate participation agreement for each Fund, as though Nationwide and
the
Distributor had executed a separate, identical form of participation agreement
with each Fund. No rights, responsibilities or liabilities of any
Fund shall be attributed to any other Fund.
2. The
parties agree that they will negotiate in good faith to consolidate the
existing
Agreements into a Master Participation Agreement to cover the Portfolios
offered
through VIP, VIP II, VIP III and VIP IV.
All
other
terms and provisions of the Agreements not amended herein shall remain
in full
force and effect.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date
indicated above.
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
By:
Name: [Xxxxxxx
X.
Xxxxxx]
Title: [Vice
President]
Variable
Insurance Products
Fund
Fidelity
Distributors
Corporation Variable
Insurance Products Fund II
Variable
Insurance Products Fund
III
Variable
Insurance Products Fund
IV
By:
By:
Name:
[W
Loehning]
Name: [Xxxxxxxxx Xxxxxxxx]
Title:
[EX
VP]
Title: [Treasurer, SVP]
May
16,
2007
Nationwide
Life Insurance Company and Nationwide Life and Annuity Insurance
Company
Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx,
Xxxx 00000
|
RE:
|
Participation
Agreement among Variable Insurance Products Fund (“Fund I”), Fidelity
Distributors Corporation (the “Underwriter”) and Insurance Company (the
“Company”), dated May 1, 1988, as amended (“Participation Agreement I”);
and
|
Participation
Agreement among Variable Insurance Products Fund II (“Fund II”), the Underwriter
and the Company, dated July 15, 1989, as amended (“Participation Agreement II”);
and
Participation
Agreement among Variable Insurance Products Fund IV (“Fund IV”), the Underwriter
and the Company, dated May 1, 2005, as amended (“Participation Agreement
IV”).
Dear
Sir
or Madam:
The
Company, the Underwriter, and Fund I, Fund II, and Fund IV respectively,
are
parties to the above-referenced Participation Agreements (Fund I, Fund II
and
Fund IV are referred to as the “Current Funds”). As explained in the
notice sent to you on May 3, 2007, Fidelity is in the process of reorganizing
some of the portfolios of the Current Funds (the “Affected Portfolios”) for
administrative purposes. In connection with this reorganization, the
Affected Portfolios will be moved into corresponding “shell” portfolios of a new
Variable Insurance Products Fund V (“Fund V”). A list of all of the
Affected Portfolios in Fund I, Fund II and Fund IV covered by the reorganization
and the corresponding Fund V portfolios is set forth on the attached
Exhibit.
In
connection with this change, we are asking for your consent to (1) the amendment
of each Participation Agreement to add Fund V as a “Fund” party under the terms
of each Participation Agreement (the “Amendment”); and (2) the assignment of all
of each Current Fund’s rights, benefits and obligations under each Participation
Agreement with respect to the Affected Portfolios to Fund V, with respect
to the
corresponding portfolios of Fund V, and the release of Current Funds from
the
obligations so assigned (the “Assignment”). Each Participation
Agreement will remain in full force and effect in accordance with its terms,
as
so amended and assigned herein. The Amendment will also add the
following clarifying language to each Participation Agreement as a new Article
A
of the Agreement:
This
Agreement shall create a separate participation agreement for each Fund,
as
though the Company and the Underwriter had executed a separate, identical
form
of participation agreement with each Fund. No rights,
responsibilities or liabilities of any Fund shall be attributed to any other
Fund.
Your
signature below will indicate the Company’s consent to the Amendment and
Assignment of each Participation Agreement as set forth above, to become
effective immediately upon consummation of the reorganization.
Thank
you
for your prompt attention to this matter. If for some reason we have
not obtained your signature prior to the reorganization, and the Company
submits
orders or instructions under the Participation Agreements, we will deem the
Company to have consented to each Amendment and Assignment. Please do
not hesitate to contact your Fidelity Relationship Manager or Key Account
Manager if you have any questions.
Very
truly yours,
FIDELITY
DISTRIBUTORS CORPORATION
By:
Name: Xxxxxxx
Xxxxxxxx
Title:
Executive Vice President
VARIABLE
INSURANCE PRODUCTS FUND,
VARIABLE
INSURANCE PRODUCTS FUND II,
VARIABLE
INSURANCE PRODUCTS FUND IV and
VARIABLE
INSURANCE PRODUCTS FUND V
By:
Name: Xxxxxxxx
Xxxxxxxxxx
Title: Treasurer
The
Undersigned Consents to the Amendment and Assignment of each Participation
Agreement of this _____ day of ______________ 2007:
NATIONWIDE
LIFE INSURANCE COMPANY and
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
By:
Name:
Title:
Please
keep one copy and return the other to:
Xxxxxx
Xxxxxx, Director, Contracts Management
Fidelity
Investments
000
Xxxxx
Xxxxxx, X0X
Xxxxxxxxxx,
XX 00000
EXHIBIT
A
AFFECTED
PORTFOLIOS
FUND PORTFOLIOS
Variable
Insurance Products
Fund Variable
Insurance Products Fund V
Money
Market
Portfolio Money
Market Portfolio
Variable
Insurance Products Fund II
Asset
Manager
Portfolio Asset
Manager Portfolio
Asset
Manager: Growth
Portfolio Asset
Manager: Growth Portfolio
Investment
Grade Bond
Portfolio Investment
Grade Bond Portfolio
Variable
Insurance Products Fund IV
Freedom
Income
Portfolio Freedom
Income Portfolio
Freedom
2005
Portfolio Freedom
2005 Portfolio
Freedom
2010
Portfolio Freedom
2010 Portfolio
Freedom
2015
Portfolio Freedom
2015 Portfolio
Freedom
2020
Portfolio Freedom
2020 Portfolio
Freedom
2025
Portfolio Freedom
2025 Portfolio
Freedom
2030
Portfolio Freedom
2030 Portfolio
FundsManager
20%
Portfolio FundsManager
20% Portfolio
FundsManager
50%
Portfolio FundsManager
50% Portfolio
FundsManager
70%
Portfolio
FundsManager 70% Portfolio
FundsManager
85%
Portfolio FundsManager
85% Portfolio
Strategic
Income
Portfolio Strategic
Income Portfolio
