SERVICE AGREEMENT
This
Service Agreement (the “Agreement”), dates as of the 3rd day of
November,
1997, is made by and among Nationwide Financial Services, Inc. (“NFS”) and Xxx
Xxx Securities Corporation (the “Distributor”);
WHEREAS,
Distributor is the distributor of the shares of each of the investment companies
(each a “Fund”) set forth on Exhibit A, which may be amended from time to time;
and
WHEREAS,
NFS provides administrative services to the owners of certain variable annuity
and variable life insurance contracts (the “Contracts”) issued by Nationwide
Life Insurance Company or Nationwide Life and Annuity Insurance Company
(collectively, “Nationwide”) through certain of Nationwide’s separate accounts
(the “Variable Accounts”) set forth on Exhibit B; and
WHEREAS,
the Funds will be included as underlying mutual fund options for the Contracts
issued by Nationwide through the Variable Accounts pursuant to the Fund
Participation Agreement previously entered into by the Distributor, on behalf
of
the Funds, and Nationwide; and
WHEREAS,
the Distributor recognizes substantial savings of administrative expenses as
a
result of NFS performing certain administrative services (the “Services”) on
behalf of the Funds; and
NOW,
THEREFORE, the Funds will be available for purchase and sale by Variable
Accounts, subject to the following conditions:
1. NFS
agrees to provide Services for the Contract owners of the Variable Accounts
who
choose the Funds as underlying investment options in the
Contracts. Such Services will include those described on Exhibit
C.
2. NFS
shall not bear any of the expenses for the cost of registration of the Funds’
shares, preparation ofthe Fund’s prospectuses, proxy materials, and reports, and
the preparation of other related statements and notices required by law, except
as otherwise agreed upon by the parties to this Agreement.
3. In
consideration for the Services to be provided by NFS to the Contract owners
pursuant to this Agreement, the Distributor will calculate and pay, or cause
one
of its affiliates to pay, and NFS will be entitled to receive from the
Distributor a fee (“Service Fee”) at an annualized rate equal to [X.XX] % of
theaverage daily net assets of each Fund held by the Variable Accounts during
the period in which they were earned.
4. If
in the good faith opinion of the Distributor or the Funds, based upon an opinion
of counsel reasonably acceptable to NFS, it is determined the payments under
this Agreement are, will be or may be in contravention or violation of any
law,
rule, regulation, court decision or order, out-of-court settlement of actual
or
threatened litigation or enforcement position of any regulatory body having
jurisdiction over the Distributor or the Funds or their affiliates (taken
together, “Change in Law”), the Service Fee shall be adjusted accordingly to
conform to such Change in Law on terms and conditions deemed fair and equitable
by the Distributor or the Funds, as the case may be.
5. The
Service Fee will be paid to NFS by electronic funds transfer as soon as
practicable, but no later than 30 days after the end of the period in which
they
were earned. If the assets held in the Variable Accounts are less
than $1 billion as of December 31 of the prior calendar year, the Service Fees
for the following year will be paid on a monthly basis. The Service
Fee payment will be accompanied or preceded by a statement showing the
calculation of the amounts being paid by the Distributor for the relevant period
and such other supporting data as may be reasonably requested by
NFS.
6. The
Service Fee shall be paid either by (a) the Distributor or one of its affiliates
from general operating funds, or (b) directly by the Funds pursuant to the
shareholder service plan adopted by the Board of Directors of the
Funds.
7. The
Service Fee shall be calculated as an annualized percentage ([X.XX%]) of the
average aggregate amount invested in the Funds under the Contracts issued by
the
Variable Accounts for the applicable period. The average aggregate
amount shall be computed by totaling the aggregate investment (net asset value
multiplied by total number of Fund shares held in the Variable Accounts) on
each
calendar day during the period and dividing by the total number of calendar
days
during the period.
8. The
effective date of this Agreement with regard to a Contract will be the later
of
November 3, 1997, or the launch date of each Contract.
9. The
parties agree that a Service Fee will be paid to NFS according to this Agreement
with respect to each Fund as long as shares of such Fund are held by the
Variable Accounts except in the event NFS terminates this Agreement, provided
that payments will continue for six months after such termination based on
shares of the Fund held by the Variable Accounts during that period, or payment
is prohibited by a Change in Law. This provision will survive the
termination of this Agreement and the termination of the Distributor’s Fund
Participation Agreements with Nationwide.
10. NFS
and Distributor agree that the Service Fees described in the Agreement are
for
administrative services only and do not constitute payment in any manner for
investment advisory services or for the cost of distribution of the Funds or
the
Contracts.
11. This
Agreement may be terminated by NFS at any time upon written notice to the
Distributor and by Distributor upon at least 30 days’ written notice to
NFS. In addition, Distributor may terminate this Agreement
immediately upon written notice to NFS (1) if required by any applicable law
or
regulation, (2) if so required by action of the Board of Directors/Trustees
of a
Fund, (3) if NFS engages in any material breach of this Agreement or (4) if
Nationwide or any other NFS affiliate engages in conduct which would constitute
a material breach of this Agreement were Nationwide or the affiliate a party
to
this Agreement. This Agreement will terminate immediately and
automatically with respect to Funds held in the Variable Accounts upon the
termination of the Fund Participation Agreement which governs a Fund’s
inclusions as an investment option in the Variable Account and in such event
no
notice is required under this Agreement.
12. Each
notice required by this Agreement shall be given by wire and confirmed in
writing to:
If
to NFS:
Nationwide
Financial Services,
Inc.
Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx,
Xxxx 00000
Attn:
Senior Vice
President-Sales-Financial Services
If
to Distributor:
Xxxxx
Xxxxxxxx
Xxx
Xxx Securities
Corporation
00
Xxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
13. This
Agreement shall be construed and the provisions hereof interpreted under and
in
accordance with the laws of Ohio. This Agreement shall be subject to
the provisions of the federal securities statutes, rules and regulations,
including such exemptions from those statutes, rules and regulations as the
SEC
may grant and the terms hereof shall be interpreted and construed in accordance
therewith.
14. Each
of the parties in this Agreement acknowledges and agrees that this Agreement
and
the arrangements described herein are intended to be non-exclusive and that
each
of the parties is free to enter into similar agreements or arrangements with
other entities.
IN
WITNESS WHEREOF, this Agreement is executed as of the date first written
above.
NATIONWIDE
FINANCIAL SERVICES,
INC. XXX
XXX SECURITIES CORPORATION
By: ________________________________ By: ______________________________
Name:
[Xxxxxx X.
Xxxx] Name: [Xxxxx
X. Xxxxxxxx]
Title: Vice
President/Chief Compliance
Officer Title: Executive
Vice President
EXHIBIT
A
Name
of Fund
Xxx
Xxx
Worldwide Insurance Trust – Worldwide Emerging Markets Fund
Xxx
Xxx
Worldwide Insurance Trust – Worldwide Hard Assets Fund
EXHIBIT
B
Name
of Variable Account/Contracts
Nationwide
Variable Account
9 -
Best of America – America’s Future Annuity, akaNEA Valuebuilder Future
Annuity
-
Best of
America – America’s Exclusive Annuity II
-
Best of
American V Annuity, aka NEAValuebuilder Select Annuity
-
Best of
America – America’s Choice Annuity, aka
Best
of America – Vision II
Annuity
Nationwide
VLI Separate Account
4 -
Best of America – America’s Future Life Series -Next Generation Flexible Premium
Variable
Universal
Life Insurance
Policies
-
Best of America – America’s Future
Life Series -
Future
Corporate Flexible Premium
Variable
Universal
Life Insurance
Policies
-
Best of America – America’s Future
Life Series -
Modified
Single Premium Variable
Life
Insurance
Policies
-
Best of
America – America’s Future Life Series
Last
Survivor Flexible Premium
VariableUniversal Life Insurance Policies
Nationwide
VL Separate Account
C -
Best of America – America’s Future Life Series –
Next
Generation Flexible Premium
Variable
Universal
Life Insurance
Policies
-
Best of America – America’s Future
Life Series -
Future
Corporate Flexible Premium
Variable
Universal
Life Insurance
Policies
-
Best of
America – America’s Future Life Series -
Modified
Single Premium Variable
LifeInsurance Polices
EXHIBIT
C
Services
Provided by NFS
Pursuant
to the Agreement, NFS shall perform all administrative and shareholder services
with respect to the Contracts, including but not limited to, the
following:
1. Maintaining
separate records for each Contract owner, which shall reflect the Fund shares
purchased and redeemed and Fund share balances of such Contract
owners. Nationwidewill maintain a single master account with each
Fund on behalf of Contract owners and such account shall be in the name of
Nationwide (or its nominee) as the record owner of shares owned by Contract
owners.
2. Disbursing
or crediting to contract owners all proceeds of redemptions of shares of the
Funds and all dividends and other distributions not reinvested in shares of
the
Funds.
3. Preparing
and transmitting to Contract owners, as required by law, periodic statements
showing the total number of shares owned by Contract owners as of the statement
closing date, purchases and redemptions of Fund shares by the Contract owners
during the period covered by the statement and the dividends and other
distributions paid during the statement period (whether paid in cash or
reinvested in Fund shares), and such other information as may be required,
from
time to time, by Contract owners.
4. Supporting
and responding to service inquiries from Contract owners.
5. Maintaining
and preserving all records required by law to be maintained and preserved in
connection with providing the Services for Contract owners.
6. Generating
written confirmations and quarterly statements to Contract owners.
7. Distributing
to Contract owners, to the extent required by applicable law, Funds’
prospectuses, proxy materials, periodic fund reports to shareholders and other
materials that the Funds are required by law or otherwise to provide to their
shareholders or prospective shareholders.
8. Transmitting
purchase and redemption orders to the Funds on behalf of the Contract
owners.
9. Federal
and state income tax withholding and reporting.
10. Providing
such other assistance and services as may reasonably be requested by the
Funds.
AMENDMENT
NO. 1 TO EXHIBIT B
Name
of Variable Account/Contracts
Nationwide
Variable Account –
8 -
Best of America – America’s Vision Plus Annuity
Nationwide
Variable Account –
9 -
Best of America – America’s Future Annuity, aka
NEA
Valuebuilder Future Annuity
-
Best of America – America’s Exclusive
Annuity II
-
Best of America – V Annuity, aka NEA
Valuebuilder
Select
Annuity
-
Best of America – America’s Choice
Annuity, aka
Best
of America – Vision II Annuity
-
Best of America – America’s Income
Annuity
Nationwide
Variable Account –
10 -
Best of America – InvestCare
Nationwide
VLI Separate Account –
4 -
Best of America – America’s Future Life Series –
Next Generation Flexible Premium Variable Universal Life
Insurance Policies
-
Best of America – America’s Future
Life Series – Future Corporate Flexible Premium Variable
Universal Life Insurance Policies
-
Best of America – America’s Future
Life Series – Modified Single Premium Variable Life Insurance
Policies
-
Best of
America – America’s Future Life Series – Last Survivor
Flexible
Premium Variable Universal Life Insurance Policies
Nationwide
VL Separate Account
C -
Best of America – America’s Future Life Series –
Next Generation Flexible Premium Variable Universal Life
Insurance Policies
-
Best of America – America’s Future
Life Series – Future Corporate Flexible Premium Variable
Universal Life Insurance Policies
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 1 to
Exhibit B to be executed as of the date(s) set forth below:
NATIONWIDE
FINANCIAL SERVICES, INC.
By: _____________________________ Date: [9/2/99]
Name:
Xxxxxx X. Xxxx
Title: Chief
Compliance
Officer
XXX
XXX
SECURITIES CORPORATION
By: ________________________________ Date: [8-9-99]
Name: [Xxxxx
X. Xxxxxxxx]
Title: Executive
Vice
President
AMENDMENT
NO. 2 TO EXHIBIT B
Name
of Variable Account/Contracts
Nationwide
Variable Account –
8 -
Best of America – America’s Vision Plus Annuity
Nationwide
Variable Account –
9 -
Best of America – America’s Future Annuity, aka
NEA
Valuebuilder Future Annuity
-
Best of America – America’s Exclusive
Annuity II
-
Best of America – V Annuity, aka NEA
Valuebuilder
Select
Annuity
-
Best of America – America’s Choice
Annuity, aka
Best
of America – Vision II Annuity
-
Best of America – America’s Income
Annuity
Nationwide
Variable Account –
10 -
Best of America – InvestCare
Nationwide
VLI Separate Account –
4
- Best of America – America’s Future Life Series –
Next Generation Flexible Premium Variable Universal Life
Insurance Policies
-
Best of America – America’s Future
Life Series – Future Corporate Flexible Premium Variable
Universal Life Insurance Policies
-
Best of America – America’s Future
Life Series – Modified Single Premium Variable Life Insurance
Policies
-
Best of
America – America’s Future Life Series – Last Survivor
Flexible
Premium Variable Universal Life Insurance Policies
Nationwide
VL Separate Account
C -
Best of America – America’s Future Life Series –
Next Generation Flexible Premium Variable Universal Life
Insurance Policies
-
Best of America – America’s Future
Life Series – Future Corporate Flexible Premium Variable
Universal Life Insurance Policies
Nationwide
Private
Placement -
Best of America – Group Flexible Premium Variable Universal
Variable
Account Life
Insurance Policies
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 2 to
Exhibit B to be executed as of the date(s) set forth below:
NATIONWIDE
FINANCIAL SERVICES, INC.
By: ________________________________ Date: [12-29-99]
Name:
[Xxxxxx X. Xxxx]
Title: Office
of Product
and
Market
Compliance
XXX
XXX
SECURITIES CORPORATION
By: ________________________________ Date: [1-3-00]
Name: [Xxxxx
X. Xxxxxxxx]
Title: Executive
Vice
President
AMENDMENT
NO. 3 TO EXHIBIT B
Name
of Variable Account/Contracts
Nationwide
Variable Account –
8 -
Best of America – America’s Vision Plus Annuity
Nationwide
Variable Account –
9 -
Best of America – America’s Future Annuity, aka
NEA
Valuebuilder Future Annuity
-
Best of America – America’s Exclusive
Annuity II
-
Best of America – V Annuity, aka NEA
Valuebuilder
Select
Annuity
-
Best of America – America’s Choice
Annuity, aka
Best
of America – Vision II Annuity
-
Best of America – America’s Income
Annuity
Nationwide
Variable Account –
10 -
Best of America – InvestCare
Nationwide
VLI Separate Account –
4 -
Best of America – America’s Future Life Series –
Next Generation Flexible Premium Variable Universal Life
Insurance Policies
-
Best of America – America’s Future
Life Series – Future Corporate Flexible Premium Variable
Universal Life Insurance Policies
-
Best of America – America’s Future
Life Series – Modified Single Premium Variable Life Insurance
Policies
-
Best of
America – America’s Future Life Series – Last Survivor
Flexible
Premium Variable Universal Life Insurance Policies
Nationwide
VL Separate Account
C -
Best of America – America’s Future Life Series –
Next Generation Flexible Premium Variable Universal Life
Insurance Policies
-
Best of America – America’s Future
Life Series – Future Corporate Flexible Premium Variable
Universal Life Insurance Policies
Nationwide
Private
Placement -
Best of America – Group Flexible Premium Variable Universal
Variable
Account Life
Insurance Policies
Nationwide
Qualified Plans
Variable -
Nationwide Qualified Plans Variable Annuity
Account
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 3 to
Exhibit B to be executed as of the date(s) set forth below:
NATIONWIDE
FINANCIAL SERVICES, INC.
By: ________________________________ Date: [8-29-00]
Name: [Xxxxxxx
X. Xxxxxx]
Title: Vice
President
Investment
Management
Relationships
XXX
XXX
SECURITIES CORPORATION
By: ________________________________ Date: [Sept
6-2000]
Name: ______________________________
Title: Vice
President
