Exhibit 10.6
FUND PARTICIPATION AGREEMENT
This Fund Participation Agreement ("Agreement"), dated as of the 1st day of
December, 2000 is made by and between Nationwide Life Insurance Company and/or
Nationwide Life and Annuity Insurance Company (separately or collectively
"Nationwide") on behalf of the Nationwide separate accounts identified on
Exhibit A which is attached hereto and may be amended from time to time
("Variable Accounts"), and XXXXXXX & XXXX SERVICES COMPANY ("WRSCO") and XXXXXXX
& XXXX, INC. ("W&R, INC.") which serve respectively as the accounting
services/shareholder servicing agent and the distributor to the W&R TARGET
FUNDS, INC. (the "Funds") listed on Exhibit A. WRSCO and W&R, INC. are
collectively referred to throughout this Agreement as "W&R."
WHEREAS, the Contracts allow for the allocation of net amounts received by
Nationwide to separate sub-accounts of the Variable Accounts for investment in
shares of the Funds and other similar funds as agreed by W&R and Nationwide; and
WHEREAS, selection of a particular sub-account (corresponding to a particular
Fund) is made by the Contract owner; or, in the case of certain group Contracts,
by participants in various types of retirement plans which have purchased such
group Contracts, and such Contract owners and/or participants may reallocate
their investment options among the sub-accounts of the Variable Accounts in
accordance with the terms of the Variable Accounts in accordance with the terms
of the Contracts; and
WHEREAS, Nationwide and W&R mutually desire the inclusion of the Funds as
underlying investment media for variable life insurance policies and/or variable
annuity contracts as agreed by W&R and Nationwide (collectively, the
"Contracts") issued by Nationwide;
NOW THEREFORE, Nationwide and W&R, in consideration of the promises and
undertakings described herein, agree as follows:
1. (a) Nationwide represents and warrants that the Variable Accounts have
been established and are in good standing under Ohio Law; and the
Variable Accounts have been registered as unit investment trusts under
the Investment Company Act of 1940, as amended (the "1940 Act") and
will remain so registered, or are exempt from registration pursuant to
section 3(c)(11) of the 1940 Act;
(b) Nationwide represents and warrants that it is an insurance company
duly organized and in good standing under the laws of its state of
incorporation and that it has legally and validly established each
Variable Account and Contract;
(c) Nationwide represents and warrants that the Contracts will be
registered under the Securities Act of 1933, as amended ("1933 Act")
unless an exemption from registration is available prior to any
issuance or sale of the Contracts and that the Contracts will be
issued in compliance in all material respects with applicable federal
and state laws.
2. Each party recognizes that the Funds shall be the exclusive underlying
investments for the Contracts developed for exclusive distribution by W&R.
The Funds may be available in other Contracts upon mutual agreement of
Nationwide and W&R.
3. Subject to the terms and conditions of this Agreement, Nationwide shall be
appointed to, and agrees, to act as a limited agent of W&R, for the sole
purpose of receiving instructions for the purchase and redemption of Fund
shares (from Contract owners or participants making investment allocation
decisions under the Contracts) prior to the close of regular trading each
Business Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Funds calculate their net
asset value as set forth in the Funds' most recent Prospectuses and
Statements of Additional Information. Except as particularly stated in this
paragraph, Nationwide shall have no authority to act on behalf of W&R or to
incur any cost or liability on its behalf.
W&R will use its reasonable best efforts to provide closing net asset
value, change in net asset value, dividend or daily accrual rate
information and capital gain information by 6:00 p.m. Eastern Time each
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Business Day to Nationwide. Nationwide shall use this data to calculate
unit values. Unit values shall be used to process that same Business Day's
Variable Account transactions. Orders for purchases or redemptions shall be
placed with W&R or its specified agent no later than 10:00 a.m. of the
following Business Day. Orders for shares of Funds shall be accepted and
executed at the time they are received by W&R and at the net asset value
price determined as of the close of trading on the previous Business Day.
The Funds may refuse to sell shares to any person or may suspend or
terminate the offering of its shares if such action is required by law or
by regulatory authorities having jurisdiction or is, in the sole discretion
of the directors of the Funds, necessary in the best interest of the
shareholders of the Funds. W&R will not accept any order made on a
conditional basis or subject to any delay or contingency. Nationwide shall
only place purchase orders for shares of Funds on behalf of its customers
whose addresses recorded on Nationwide's books are in a state or other
jurisdiction in which the Funds are registered or qualified for sale, or
are exempt from registration or qualification as confirmed in writing by
W&R.
Payment for net purchases shall be wired to a custodial account designated
by W&R and payment for net redemptions will be wired to an account
designated by Nationwide. Dividends and capital gain distributions shall be
reinvested in additional Fund shares at net asset value. Notwithstanding
the above, W&R shall not be held responsible for providing Nationwide with
ex-date net asset value, change in net asset value, dividend or capital
gain information when the New York Stock Exchange is closed, when an
emergency exists making the valuation of net assets not reasonably
practicable, or during any period when the Securities and Exchange
Commission ("SEC") has by order permitted the suspension of pricing shares
for the protection of shareholders.
Issuance and transfer of Fund shares will be by book entry only. Share
certificates will not be issued to Nationwide for any Variable Account.
Fund shares will be recorded in the appropriate title for each Variable
Account.
Nationwide agrees to provide W&R, upon request, written reports indicating
the number of shareholders that hold interests in the Funds and such other
information (including books and records) that W&R may reasonably request
or as may be necessary or advisable to enable it to comply with any law,
regulation or order.
4. All expenses incident to the performance by W&R and the Funds under this
Agreement shall be paid by W&R and the Funds. W&R shall promptly provide
Nationwide (or its designee), or cause Nationwide (or its designee) to be
provided with, a reasonable quantity of the Funds' Statements of Additional
Information and any supplements, and a camera-ready copy of the Funds'
Prospectus and any Supplements for use by Nationwide in producing a
combined prospectus for each Contract incorporating both the Contract
Prospectus and the Funds' Prospectus. Costs for production of such
documents shall be allocated as set forth in the Administrative Services
Agreement, dated September 1, 2000 by and between Nationwide and Xxxxxxx &
Xxxx, Inc.
5. Nationwide and its agents shall make no representations concerning the
Funds or Fund shares except those contained in the Funds' then current
Prospectuses, Statements of Additional Information or other documents
produced by W&R (or an entity on its behalf) which contain information
about the Funds. Nationwide agrees to allow a reasonable period of time for
W&R to review any advertising and sales literature drafted by Nationwide
(or agents on its behalf) with respect to the Funds prior to submitting
such material to any regulator.
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6. W&R represents that the Funds are currently qualified as regulated
investment companies under Subchapter M of the Internal Revenue Code of
1986 (the "Code"), as amended, and that the Funds shall make every effort
to maintain such qualification. W&R shall promptly notify Nationwide upon
having a reasonable basis for believing that the Funds have ceased to so
qualify, or that they may not qualify as such in the future.
W&R represents that the Funds currently comply with the diversification
requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b)
of the Federal Tax Regulations and that the Funds will make every effort to
maintain the Funds' compliance with such diversification requirements,
unless the Funds are otherwise exempt from section 817(h) and/or except as
otherwise disclosed in the Funds' prospectus. W&R will notify Nationwide
promptly upon having a reasonable basis for believing that the Funds have
ceased to so qualify, or that the Funds might not so qualify in the future.
Unless otherwise exempt, W&R shall provide to Nationwide a statement
indicating compliance with Section 817(h) and a schedule of investment
holdings, to be received by Nationwide no later than twenty-five (25) days
following the end of each calendar quarter.
Nationwide represents that the Contracts are currently, and at the time of
issuance will be, treated as annuity contracts or life insurance policies,
whichever is appropriate under applicable provisions of the Code, and that
it shall make every effort to maintain such treatment. Nationwide will
promptly notify W&R upon having a reasonable basis for believing that the
Contracts have ceased to be treated as annuity contracts or life insurance
polices, or that the Contracts may not be so treated in the future.
Unless the Funds are exempt from the requirements of section 817(h),
Nationwide represents that each Variable Account is a "segregated asset
account" and that interests in each Variable Account are offered
exclusively through the purchase of a "variable contract", within the
meaning of such terms pursuant to section 1.817-5(f)(2) of the Federal Tax
Regulations, that it shall make every effort to continue to meet such
definitional requirements, and that it shall notify W&R immediately upon
having a reasonable basis for believing that such requirements have ceased
to be met or that they may not be met in the future.
7. Within five (5) Business Days after the end of each calendar month, W&R
shall provide Nationwide a monthly statement of account, which shall
confirm all transactions made during that particular month in the Variable
Accounts.
8. (a) The directors of the Funds will monitor the operations of the Funds
for the existence of any material irreconcilable conflict among the
interest of all Contract owners of all separate accounts investing in
the Funds. W&R shall notify Nationwide of the potential for, or the
determination of, such irreconcilable material conflict. An
irreconcilable conflict may arise, among other things, from (i) an
action by any state insurance regulatory authority; (ii) a change in
applicable insurance laws or regulations; (iii) a tax ruling or
provision of the Code or the regulations thereunder; (iv) any other
development relating to the tax treatment of insurers, contract
holders or policy owners or beneficiaries of variable annuity or
variable life insurance products; (v) the manner in which the
investments of the Funds are managed; (vi) a difference in voting
instructions given by variable annuity contract owners, on the one
hand, and variable life insurance policy owners on the other hand, or
by the contract holders or policy owners of different participating
insurance companies; or (vii) a decision by an insurer to override the
voting instructions of participating contract owners.
(b) Nationwide is responsible for reporting any potential or existing
conflicts to W&R and the Funds. Nationwide will be responsible for
assisting the directors in carrying out their responsibilities under
this provision by providing the directors with all information
reasonably necessary for them to consider the issues raised. The Funds
will also require Xxxxxxx & Xxxx Investment Management Company
("WRIMCO") (the Funds' investment adviser) to report to the directors
any such conflict that comes to the attention of WRIMCO.
(c) If a majority of the directors of the Funds or a majority of the
disinterested directors determine that a material irreconcilable
conflict exists involving Nationwide, Nationwide shall, at its expense
and
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to the extent reasonably practicable (as determined by a majority of
the disinterested directors), take whatever steps are necessary to
eliminate the irreconcilable material conflict, including, but not
limited to, withdrawing the assets allocable to some or all of the
Variable Accounts from the Funds and reinvesting such assets in a
different investment medium, including another Fund, offering to the
affected Contract owners the option of making such a change or
offering a new funding medium, including a registered investment
company.
For purposes of this provision, the directors or the disinterested
directors shall determine whether any proposed action adequately remedies
any irreconcilable material conflict. In the event of a determination of an
irreconcilable material conflict, the directors shall cause the Funds to
take such action, such as establishment of one or more additional Funds, as
they reasonably determine to be in the interest of all shareholders and
Contract owners in view of all the applicable factors such as the cost,
feasibility, tax, regulatory and other considerations. In no event will the
Funds be required by this provision to establish a new funding medium for
any Contract.
Nationwide shall not be required by this provision to establish a new
funding medium for any Contract if an offer to do so has been declined by a
vote of a majority of the Contract owners materially adversely affected by
the material irreconcilable conflict. Nationwide will decline an offer to
establish a new funding medium only if Nationwide believes it is in the
best interest of its Contract owners.
9. This Agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of Nationwide or W&R upon at least 60 days advance
written notice to the other;
(b) in the event of termination of the General Agency Agreement between
Xxxxxxx & Xxxx, Inc. and Nationwide;
(c) at any time, upon W&R's election, if the Funds determine that
liquidation of the Funds is in the best interest of the Funds and
their beneficial owners. Reasonable advance notice of election to
liquidate shall be furnished by W&R to permit the substitution of Fund
shares with the shares of another investment company pursuant to SEC
regulation;
(d) if the Contracts are not treated as annuity contracts or life
insurance policies by the applicable regulators or under applicable
rules or regulations;
(e) if the Variable Accounts are not deemed "segregated asset accounts" by
the applicable regulators or under applicable rules or regulations;
(f) at the option of Nationwide, if Fund shares are not available for any
reason to meet the requirements of Contracts as determined by
Nationwide. Reasonable advance notice of election to terminate (and
time to cure) shall be furnished by Nationwide;
(g) at the option of Nationwide or W&R, upon institution of relevant
formal proceedings against the broker-dealer(s) marketing the
Contracts, the Variable Accounts, Nationwide or the Funds by the NASD,
IRS, the Department of Labor, the SEC, state insurance departments or
any other regulatory body, the expected or anticipated outcome of
which would, in the reasonable judgment of the terminating party,
materially impair the other party's ability to meet and perform its
obligations under this Agreement. Prompt notice of an election to
terminate under this provision shall be furnished by the terminating
party and shall be effective upon receipt;
(h) upon a decision by Nationwide, in accordance with regulations of the
SEC, to substitute such Fund shares with the shares of another
investment company for Contracts for which the Fund shares have been
selected to serve as the underlying investment medium, provided,
however, that Nationwide shall not take any action to remove the Funds
as the underlying investment medium for the Contracts developed for
exclusive distribution by W&R. Nationwide shall give at least 60 days
written notice to the Funds and W&R of any proposal to substitute Fund
shares;
(i) upon assignment of this Agreement unless such assignment is made with
the written consent of each other party; and
(j) in the event Fund shares are not registered, issued or sold pursuant
to Federal law, or such law precludes the use of Fund shares as an
underlying investment medium of Contracts issued or to be issued by
Nationwide. Prompt written notice shall be given by either party to
the other in the event the conditions of this provision occur.
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10. Each notice required by this Agreement shall be given orally and confirmed
in writing to:
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Xxx Xxxxxxxxxx Xxxxx 0-00-X0
Xxxxxxxx, Xxxx 00000
Attention: Compliance Officer
Xxxxxxx & Xxxx, Inc.
Xxxxxxx & Xxxx Services Company
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Legal Department
W&R Target Funds, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Treasurer
With a copy to:
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Xxx Xxxxxxxxxx Xxxxx 0-00-X0
Xxxxxxxx, Xxxx 00000
Attention: Director - Securities
W&R Target Funds, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Secretary
Any party may change its address by notifying the other party(ies) in
writing.
11. So long as and to the extent that the SEC continues to interpret the 1940
Act to require pass-through voting privileges for variable contract owners,
Nationwide shall distribute all proxy material furnished by W&R (provided
that such material is received by Nationwide at least 10 business days
prior to the date scheduled for mailing to Contract owners) and shall vote
Fund shares in accordance with instructions received from the Contract
owners who have such interests in such Fund shares. Nationwide shall vote
the Fund shares for which no instructions have been received in the same
proportion as Fund shares for which said instructions have been received
from Contract owners, provided that such proportional voting is not
prohibited by the Contract owner's related plan or trust document.
Nationwide and its agents will in no way recommend action in connection
with or oppose or interfere with the solicitation of proxies for the Fund
shares held for the benefit of such Contract owners.
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12. (a) Nationwide agrees to reimburse and/or indemnify and hold harmless W&R,
the Funds, and each of their directors, officers, employees, agents
and each person, if any, who controls or is controlled by W&R within
the meaning of the Securities Act of 1933 (the "1933 Act")
(collectively, "Affiliated Party") against any losses, claims, damages
or liabilities ("Losses") to which W&R or any such Affiliated Party
may become subject, under the 1933 Act or otherwise, insofar as such
Losses (or actions in respect thereof) arise out of or are based upon,
but not limited to:
(i) any untrue statement or alleged untrue statement of any material
fact contained in information furnished by Nationwide;
(ii) the omission or the alleged omission to state in the
Registration Statements or Prospectuses of the Variable
Accounts, or Contract, or in any sales literature generated or
approved by Nationwide on behalf of the Variable Accounts or
Contracts, a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(iii) conduct, statements or representations of Nationwide or its
agents, with respect to the sale and distribution of Contracts
for which Fund shares are an underlying investment;
(iv) the failure of Nationwide to provide the services and furnish
the materials under the terms of this Agreement;
(v) a breach of this Agreement or of any of the representations
contained herein; or
(vi) any failure to register the Contracts or the Variable Accounts
under federal or state securities laws, state insurance laws or
to otherwise comply with such laws, rules, regulations or
orders.
Provided however, that Nationwide shall not be liable in any such case
to the extent any such statement, omission or representation or such
alleged statement, alleged omission or alleged representation was made
in reliance upon and in conformity with written information furnished
to Nationwide by or on behalf of W&R specifically for use therein.
Nationwide shall reimburse any legal or other expenses reasonably
incurred by W&R, the Funds, or any Affiliated Party in connection with
investigating or defending any such Losses, provided, however, that
Nationwide shall have prior approval of the use of said counsel or the
expenditure of said fees.
This indemnity agreement shall be in addition to any liability which
Nationwide may otherwise have.
(b) W&R and the Funds agree to indemnify and hold harmless Nationwide and
each of its directors, officers, employees, agents and each person,
(collectively, "Nationwide Affiliated Party"), who controls Nationwide
within the meaning of the 1933 Act against any Losses to which
Nationwide or any such Nationwide Affiliated Party may become subject,
under the 1933 Act or otherwise, insofar as such Losses (or actions in
respect thereof) arise out of or are based upon; but not limited to:
(i) any untrue statement or alleged untrue statement of any material
fact contained in any information furnished by W&R or the Funds,
including but not limited to, the Registration Statements,
Prospectuses or sales literature of the Funds;
(ii) the omission or the alleged omission to state in the
Registration Statements or Prospectuses of the Funds a material
fact required to be stated therein or necessary to make the
statements therein not misleading;
(iii) W&R's failure to keep the Funds fully diversified and qualified
as regulated investment companies as required by the applicable
provisions of the Code, the 1940 Act, and the applicable
regulations promulgated thereunder;
(iv) the failure of W&R to provide the services and furnish the
materials under the terms of this Agreement;
(v) a breach of this Agreement or of any of the representations
contained herein; or
(vi) any failure to register the Funds under federal or state
securities laws or to otherwise comply with such laws, rules,
regulations or orders.
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Provided however, that W&R and the Funds shall not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an act or omission of Nationwide or
untrue statement or omission or alleged omission made in conformity
with written information furnished to W&R or the Funds by Nationwide
specifically for use therein.
W&R and the Funds shall reimburse any reasonable legal or other
expenses reasonably incurred by Nationwide or any Nationwide
Affiliated Party in connection with investigating or defending any
such Losses, provided, however, that W&R and the Funds shall have
prior approval of the use of said counsel or the expenditure of said
fees.
This indemnity agreement will be in addition to any liability which
W&R and the Funds may otherwise have.
(c) Each party shall promptly notify the other party(ies) in writing of
any situation which presents or appears to involve a claim which may
be the subject of indemnification under this Agreement and the
indemnifying party shall have the option to defend against any such
claim. In the event the indemnifying party so elects, it shall notify
the indemnified party and shall assume the defense of such claim, and
the indemnified party shall cooperate fully with the indemnifying
party, at the indemnifying party's expense, in the defense of such
claim. Notwithstanding the foregoing, the indemnified party shall be
entitled to participate in the defense of such claim at its own
expense through counsel of its own choosing. Neither party shall admit
to wrong-doing nor make any compromise in any action or proceeding
which may result in a finding of wrongdoing by the other party without
the other party's prior written consent. Any notice given by the
indemnifying party to an indemnified party or participation in or
control of the litigation of any such claim by the indemnifying party
shall in no event be deemed to be an admission by the indemnifying
party of culpability, and the indemnifying party shall be free to
contest liability among the parties with respect to the claim.
13. Subject to Section 9(h) of this Agreement, W&R may request or Nationwide
may initiate the filing of a substitution application pursuant to Section
26(c) of the 1940 Act to substitute shares of a Fund held by a Nationwide
Variable Account for another investment media ("Substitution Application").
The costs associated with a Substitution Application shall be allocated as
follows:
(a) In the event W&R requests Nationwide to submit a Substitution
Application, W&R shall reimburse Nationwide for all reasonable costs
incurred by Nationwide with respect to such Substitution Application.
W&R shall be obligated to reimburse Nationwide under this provision
irrespective of whether the Substitution Application requested by W&R
is effectuated.
(b) In the event Nationwide initiates a Substitution Application and the
Fund being substituted is offered by separate accounts of companies
other than Nationwide, Nationwide shall bear all costs associated with
the Substitution Application irrespective of whether the Substitution
Application is effectuated.
(c) In the event Nationwide initiates a Substitution Application in
accordance with Section 9(h), Nationwide shall bear the costs incurred
in the transfer.
14. The forbearance or neglect of any party to insist upon strict compliance by
another party with any of the provisions of this Agreement, whether
continuing or not, or to declare a forfeiture of termination against the
other parties, shall not be construed as a waiver of any of the rights or
privileges of any party hereunder. No waiver of any right or privilege of
any party arising from any default or failure of performance by any party
shall affect the rights or privileges of the other parties in the event of
a further default or failure of performance.
15. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of Ohio, without respect to its
choice of law provisions and in accordance with the 1940 Act. In the case
of any conflict, the 1940 Act shall control.
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16. Each party hereby represents and warrants to the other that the persons
executing this Agreement on its behalf are duly authorized and empowered to
execute and deliver the Agreement and that the Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance
with its terms. Except as particularly set forth herein, neither party
assumes any responsibility hereunder, and will not be liable to the other
for any damage, loss of data, delay or any other loss whatsoever caused by
events beyond its reasonable control.
17. Nationwide acknowledges that the identity of W&R's (and its affiliates'
and/or subsidiaries') customers and all information maintained about those
customers constitute the valuable property of W&R. Nationwide agrees that,
should it come into contact or possession of any such information
(including, but not limited to, lists or compilations of the identity of
such customers), Nationwide shall hold such information or property in
confidence and shall not use, disclose or distribute any such information
or property except with W&R's prior written consent or as required by law
or judicial process.
W&R acknowledges that the identity of Nationwide's (and its affiliates'
and/or subsidiaries') customers and all information maintained about those
customers constitute the valuable property of Nationwide. W&R agrees that,
should it come into contact or possession of any such information
(including, but not limited to, lists or compilations of the identity of
such customers), W&R shall hold such information or property in confidence
and shall not use, disclose or distribute any such information or property
except with Nationwide's prior written consent or as required by law or
judicial process.
This section shall survive the expiration or termination of this Agreement.
18. Nothing in this Agreement shall be deemed to create a partnership or joint
venture by and among the parties hereto.
19. This Agreement supersedes any and all prior Fund Participation Agreements
made by and between the parties.
20. Except to amend Exhibit A, or as otherwise provided in this Agreement, this
Agreement may not be amended or modified except by a written amendment
executed by each of the parties.
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21. This Agreement may be executed by facsimile signature and it may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
NATIONWIDE LIFE INSURANCE COMPANY AND NATIONWIDE LIFE
AND ANNUITY INSURANCE COMPANY
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Vice President
Investment Management Relationships
XXXXXXX & XXXX, INC.
/s/ Xxxxxx X. Xxxxx
----------------------------------------------
By: Xxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXXX & XXXX SERVICES COMPANY
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: President
W&R Target Funds, Inc.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
By: Xxxxxx X. Xxxxxxx
Title: President
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EXHIBIT A
This Exhibit corresponds to the Fund Participation Agreement dated
December 1, 2000.
-------------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNTS OF NATIONWIDE CORRESPONDING NATIONWIDE CONTRACTS CORRESPONDING FUNDS
-------------------------------------------------------------------------------------------------------------------------
Nationwide VA Separate Account-X x Xxxxxxx & Xxxx Advisors W&R Target Funds, Inc.
Select Annuity o Asset Strategy Portfolio
o Balanced Portfolio
o Bond Portfolio
o Core Equity Portfolio
(formerly, Income Portfolio)
o Growth Portfolio
o High Income Portfolio
o International Portfolio
o Limited-Term Bond Portfolio
o Money Market Portfolio
o Science and Technology
Portfolio
o Small Cap Portfolio
-------------------------------------------------------------------------------------------------------------------------
Nationwide VLI Separate Account-5 o Waddell & Xxxx Advisors W&R Target Funds, Inc.
Select Life o Asset Strategy Portfolio
o Waddell & Xxxx Advisors o Balanced Portfolio
Select Survivorship Life o Bond Portfolio
o Core Equity Portfolio
(formerly, Income Portfolio)
o Growth Portfolio
o High Income Portfolio
o International Portfolio
o Limited-Term Bond Portfolio
o Money Market Portfolio
o Science and Technology
Portfolio
o Small Cap Portfolio
-------------------------------------------------------------------------------------------------------------------------
Nationwide Variable Account-9 o Waddell & Xxxx Advisors W&R Target Funds, Inc.
Select Plus Annuity o Asset Strategy Portfolio
(proprietary version of o Balanced Portfolio
Future (1933 Act o Bond Portfolio
No.333-28995)) o Core Equity Portfolio
(formerly, Income Portfolio)
o Growth Portfolio
o High Income Portfolio
o International Portfolio
o Limited-Term Bond Portfolio
o Money Market Portfolio
o Science and Technology
Portfolio
o Small Cap Portfolio
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