MFS Fund Distributors, Inc.
MFS Fund Distributors, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000-0000
800.343.2829 xxx.xxx
May 2, 2011
Nationwide Financial Services, Inc.
Xxx Xxxxxxxxxx Xxxxx, 0-00-000
Xxxxxxxx, Xxxx 00000
Attention: Associate Vice President, NIA Operations and Third Party Relations
| Re: | MFS Variable Insurance Trust and MFS Variable Insurance Trust II (the “Trusts”) |
Dear Xxxxxx X. Xxxxxx:
The purpose of this Letter Agreement is to confirm certain financial arrangements between MFS Fund Distributors, Inc. (“MFD”), the underwriter to the Trusts, and Nationwide Financial Services, Inc. (“Nationwide”), in connection with Nationwide’s investment in the Trusts listed in Schedule A. With effect from November 25, 2009, MFD agrees to pay an administrative services fee to Nationwide equal, on an annualized basis, to 0.25% on the Net Assets of the Trusts attributable to variable life or variable annuity contracts (“Policies”) offered by Nationwide or its affiliates. (For purposes hereof, Nationwide’s Net Assets shall include those assets attributable to the Policies for which administrative services are provided by Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company.) Such fee shall be paid quarterly (on a calendar year basis) in arrears. Such fee shall continue to be due and payable for so long as Nationwide provides the services contemplated hereunder with respect to Policies under which amounts are allocated to the Trusts provided, however, that no such fee shall be due and owing for any period subsequent to the termination of the Participation Agreement among the Trusts, Nationwide and MFD dated May 2, 2011, as may be amended from time to time. Administrative services are described in Schedule B attached to this letter agreement.
Each party may disclose that it has entered into this arrangement. Further, each party may disclose the annual fees payable to Nationwide under this Agreement.
This Letter Agreement shall supersede all prior agreements relating to its subject matter including, but not limited to, the Participation Agreement by and among Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company of America, Nationwide Life and Annuity Company of America, and Massachusetts Financial Services Company dated February 1, 2003, as amended.
Nationwide Financial Services, Inc.
May 2, 2011
Page 2
Please confirm your understanding of this arrangement by having the enclosed duplicate of this letter signed where indicated below and returning the executed duplicate to me.
| Very truly yours, MFS FUND DISTRIBUTORS, INC. |
| /s/ Xxxxx X. Xxxxxx |
| Xxxxx X. Xxxxxx President |
| NATIONWIDE FINANCIAL SERVICES, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Associate Vice President, NIA Operations and Third Party Relations | |
Schedule A
| Share Class |
Trust |
Portfolios Applicable to Policies | ||
| Initial | VIT I | MFS Value Series | ||
| Service | VIT I | MFS Growth Series | ||
| Service | VIT I | MFS Research Series | ||
| Service | VIT I | MFS Investors Trust Series | ||
| Initial and Service | VIT I | MFS Total Return Series | ||
| Service | VIT I | MFS Utilities Series | ||
| Service | VIT I | MFS New Discovery Series | ||
| Initial and Service | VIT I | MFS Investors Growth Stock Series | ||
| Service | VIT I | MFS Mid Cap Growth Series | ||
| Service | VIT I | MFS Value Series | ||
| Service | VIT I | MFS Research International Series | ||
| Service | VIT II | MFS International Growth Portfolio | ||
| Service | VIT II | MFS International Value Portfolio | ||
| Initial and Service | VIT II | MFS Global Tactical Asset Allocation Portfolio | ||
SCHEDULE B
Services Provided by Nationwide
Pursuant to the Agreement, Nationwide shall perform all administrative and shareholder services with respect to the Variable Products, 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. Nationwide will 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 designee) as 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/participants. |
| 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. |
