Exhibit 3a
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into effective the 1st day of
September, 2000, by and between Nationwide Life Insurance
Company and Nationwide Life and Annuity Insurance Company
(collectively referred to hereinafter "NWL") and Xxxxxxx &
Xxxx, Inc. (hereinafter "Xxxxxxx & Xxxx"), on its own behalf
and on behalf of its affiliated corporate insurance
agencies.
WHEREAS, NWL agrees to develop, issue and administer certain
variable annuity contracts, variable life policies, and
401(k) Trust Product (identified in Appendix A attached
hereto and collectively, referred to hereinafter as "the
products"); and
WHEREAS, Xxxxxxx & Xxxx supports the agreement of NWL to
develop, issue and administer the aforementioned annuity
products and agrees to provide exclusive national
distribution services for five (5) years in connection with
the products listed in Appendix A attached hereto in
accordance with the General Agent Agreement between NWL and
Xxxxxxx & Xxxx, effective September 1, 2000 (the "General
Agent Agreement"); and
WHEREAS, NWL supports the agreement by Xxxxxxx & Xxxx to
provide national distribution services in connection with
the products.
NOW, THEREFORE, in consideration of the promises, covenants
and undertakings contemplated herein, NWL and Xxxxxxx & Xxxx
agree as follows:
A. DEVELOPMENT AND ADMINISTRATION OF PRODUCTS
1. Appointment of Product Administrator
NWL is hereby appointed Product Administrator
for the products referred to above and
described in the attached Appendix A.
2. Duties of NWL
NWL will perform in a proper and timely
manner, those functions enumerated in the
"Analysis of Administrative Functions," which
is attached hereto as EXHIBIT A, and
incorporated herein by reference.
3. Appointment of National Distributor/Principal
Distributor
Xxxxxxx & Xxxx is hereby appointed exclusive
National Distributor for the products,
subject to the provisions of the General
Agent Agreement.
4. Duties of Xxxxxxx & Xxxx
Xxxxxxx & Xxxx will perform in a proper and
timely manner, those functions enumerated in
the "Analysis of Administrative Functions,"
which is attached hereto as EXHIBIT A, and
incorporated herein by reference.
Specifically, Xxxxxxx & Xxxx will work with
NWL to implement electronic processing of new
business by no later than June 30, 2002.
5. Product Development
NWL shall develop the products for
distribution exclusively by Xxxxxxx & Xxxx in
accordance with the General Agent Agreement.
The products shall have the features set
forth in Appendix B and such other features
as are mutually agreed to by NWL and Xxxxxxx
& Xxxx.
B. RELATIONSHIP AND WHOLESALER SUPPORT
NWL will dedicate one person to manage the
relationship with Xxxxxxx & Xxxx on an exclusive
and full-time basis during the term of the
Exclusivity provision below. NWL will provide
wholesaling/wholesale support (internal and
advanced markets) for the variable life and 401(k)
plan products. Xxxxxxx & Xxxx will be designated
as a NWL "Platinum Partner" and, as such, will
have an appropriately-staffed dedicated servicing
team that works exclusively on the Xxxxxxx & Xxxx
account.
C. EXCLUSIVITY
Except as otherwise provided herein, NWL will be
the exclusive provider to Xxxxxxx & Xxxx of the
products listed in the Appendix attached hereto
for a period of five- (5) years. During this five-
(5) year period, Xxxxxxx & Xxxx will not offer any
other competitor's products to their clients,
except as otherwise provided herein.
Notwithstanding the foregoing, this exclusivity
provision will not apply to (a) clients
transferring similar investment products from one
investment advisor and/or broker-dealer to Xxxxxxx
& Xxxx, but only to the extent of the transfer
itself, (b) products offered by Xxxxxxx & Reed's
former affiliate, United Investors Life Insurance
Company, (c) additions made by Xxxxxxx & Xxxx
clients to products owned prior to the
commencement of distribution of like NWL products
by Xxxxxxx & Xxxx pursuant to the General Agent
Agreement and (d) sales made in New York prior to
the development by NWL of replacement products for
sale in New York, and (e) sales made by new
Xxxxxxx & Xxxx financial advisors to prospects to
which non-NWL products were offered prior to their
engagement by Xxxxxxx & Xxxx. Xxxxxxx & Xxxx will
make a good faith effort to monitor and report
these exceptions to ensure that the principle of
overall exclusivity is maintained.
NWL will provide sufficient resources to fulfill
mutually agreed upon product feature, support and
service level standards. It is understood and
agreed that such exclusivity shall terminate at
Xxxxxxx & Reed's option if (a) NWL fails to meet
the agreed upon product feature, support and
service standards or (b) NWL experiences a change
of control involving an unaffiliated organization.
NWL may also terminate its exclusive relationship
with Xxxxxxx & Xxxx if Xxxxxxx & Xxxx fails to
meet its obligations as set forth herein.
Notwithstanding the foregoing, if Xxxxxxx & Xxxx
experiences a change of control involving an
unaffiliated organization and such organization
desires for Xxxxxxx & Xxxx to sell its products or
the products of one or more of its affiliates
("Acquirer Products"), this exclusivity provision
will not apply to the Acquirer Products. It is
understood and agreed that if such a change of
control should occur, and Xxxxxxx & Xxxx commences
offering Acquirer Products, Xxxxxxx & Xxxx shall
use its best efforts to insure that NWL's products
receive and maintain an equitable competitive
position in Xxxxxxx & Reed's distribution system
throughout the exclusive period. For purposes of
this provision, an "equitable competitive
position" shall mean the opportunity for NWL to
provide products with substantially similar costs,
features, commissions, fund diversification and
positioning as the Acquirer Products. In the
event such a change of control occurs and Xxxxxxx
& Xxxx commences offering Acquirer Products, the
exception from this exclusivity provision
identified in Section (b) of the previous
paragraph, regarding a change of control at NWL
involving an unaffiliated organization, shall
cease to apply.
D. MONEY MANAGEMENT
Additionally, NWL shall recommend and support the
appointment of Xxxxxxx & Xxxx Investment
Management Company to manage on a sub-advised
basis $150 to $175 million of assets in NWL's
equity investment products. Xxxxxxx & Xxxx
Investment Management Company's appointment as sub-
advisor for such additional assets will take place
by the later date of January 1, 2001 or the
commencement of variable annuity, life insurance
and pensions sales, subject to obtaining the
necessary mutual fund board approvals and the
satisfactory termination of the sub-advisor
arrangement being replaced by Xxxxxxx & Xxxx
Investment Management Company. NWL will also
place certain of Xxxxxxx & Reed's W&R Funds in The
BEST of AMERICA 401(k) trust product ("BOA") for
distribution outside of Xxxxxxx & Xxxx as mutually
agreed upon no later than January 1, 2001. NWL
and Xxxxxxx & Xxxx shall negotiate in good faith
the compensation rates, which are anticipated to
be competitive with current reasonable market
rates for comparable services.
E. MARKETING COORDINATION AND SALES ADMINISTRATION
1. Distribution of Products
The products will be distributed through only
Xxxxxxx & Xxxx registered representatives as,
appointed by NWL, who shall be duly qualified
and licensed as agents (hereinafter
"Agents"), in accordance with the applicable
state insurance authority of each state in
which such agent is marketing the products.
2. Xxxxxxx & Xxxx shall be the exclusive National
Distributor for 5 years of the products developed and
marketed pursuant to this Agreement. By mutual agreement,
sales or solicitations of the annuity products may be
proscribed with regard to certain market groups.
3. Appointment and Termination of Agents
Appointment and termination of agents with
NWL shall be processed and executed by NWL.
NWL shall promptly license registered
representatives of Xxxxxxx & Xxxx in
accordance with requests received from
Xxxxxxx & Xxxx. NWL will pay the fees in
connection with the initial appointment with
NWL of registered representatives of Xxxxxxx
& Xxxx for all lines of insurance to be
offered by Xxxxxxx & Xxxx under the General
Agent Agreement. NWL shall pay the fees in
connection with the renewal of such
appointments for all registered
representatives of Xxxxxxx & Xxxx who, during
the twelve (12) months immediately prior to
such renewal, had sales of products hereunder
with a cumulative premium of $25,000 or more
or made one (1) or more sales of a 401(k)
Trust Product. Xxxxxxx & Xxxx reserves the
right to require NWL to consult with it if
requested regarding licensing decisions. No
appointment is effective with respect to any
jurisdiction where an appointed agent may not
lawfully solicit applications for the
products.
4. Advertising
Xxxxxxx & Xxxx shall not print, publish or
distribute any advertisement, circular or any
document relating to the products distributed
pursuant to this Agreement or relating to NWL
unless such advertisement, circular or
document shall have been approved in writing
by NWL, which approval shall not be
unreasonably withheld and shall be given as
promptly as possible within a reasonable
period of time. Neither NWL nor any of its
affiliates shall print, publish or distribute
any advertisement, circular or any document
relating to the products distributed pursuant
to this Agreement or relating to Xxxxxxx &
Xxxx unless such advertisement, circular or
document shall have been approved in writing
by Xxxxxxx & Xxxx, which approval shall not
be unreasonably withheld and shall be given
as promptly as possible within a reasonable
period of time. However, nothing herein
shall prohibit any person from advertising
the products in general or on a generic
basis.
5. Marketing Conduct
The parties will jointly develop standards,
practices and procedures respecting the
marketing of the products covered by this
Agreement. Such standards, practices and
procedures are intended to help NWL meet its
obligations as an issuer under the securities
laws and to assure compliance with state
insurance laws, and to help Xxxxxxx & Xxxx
meet its obligations under the securities
laws as National Distributor. These
standards, practices and procedures are
subject to continuing review and neither NWL
nor Xxxxxxx & Xxxx will object unreasonably
to changes to such standards, practices and
procedures recommended by the other to comply
with the intent of this provision.
6. Sales Material and Other Documents
a. Sales Material
1) NWL shall develop and prepare all promotional material
to be used in the distribution of the products, in
consultation with Xxxxxxx & Xxxx .
2) NWL is responsible for the printing of such promotional
material.
3) NWL is responsible for the expense of providing such
promotional material.
4) NWL is responsible for approval of promotional material
by state insurance regulators, where required.
5) Xxxxxxx & Xxxx is responsible for the filing of all
appropriate promotional material with federal
securities regulators.
6) All promotional material relating to the products shall
be subject to prior approval by Xxxxxxx & Xxxx.
7) Xxxxxxx & Xxxx and NWL agree to abide by the
Advertising and Sales Promotion Material Guidelines,
attached hereto as EXHIBIT B, and incorporated herein
by reference.
b. Prospectuses
1) NWL represents that the Contracts and Policies for the
products, (collectively referred to hereinafter as "the
Contracts"), are or shall be properly registered under
the 1933 Act and/or the 1940 Act and agrees that the
registration statements under the 1933 Act and/or the
1940 Act for the Contracts will remain in full force
and effect for the duration of this Agreement. If any
state should amend its current securities laws to
require registration of insurance contracts, then NWL
will comply with the amended state law.
2) NWL shall be responsible for printing the product
prospectuses and the underlying mutual fund
prospectuses as a combined document. The total
expense for such printing shall be borne by NWL;
Xxxxxxx & Xxxx and NWL shall share equally that
portion of total printing expenses relating to
the underlying fund prospectuses produced for
soliciting prospective policyholders (Marketing);
Xxxxxxx & Xxxx shall bear that portion of total
printing expenses relating to the underlying fund
prospectuses required to be distributed to
policyholders by applicable law (Shareholder);
and Xxxxxxx & Xxxx shall bear all of that portion
of the combined prospectuses which represent
promotional material developed by Xxxxxxx & Xxxx.
3) NWL will provide Xxxxxxx & Xxxx at least two complete
copies of all registration statements, prospectuses,
statements of additional information, reports, sales
literature and other promotional materials,
applications of exemption, requests for no action
letters, and all amendments to any of the above,
that relate to the Contracts or a Variable Account,
as soon as is reasonably practicable, but in no event
later than contemporaneously with the filing of
such document with the SEC.
4) NWL, during the term of this Agreement, will
immediately notify Xxxxxxx & Xxxx of the following:
a. When the Registration Statement for any Contract
has become effective or when any amendment with
respect to the Registration Statement thereafter
becomes effective;
b. Any request by the SEC for any amendments or
supplements to the Registration Statement for any
Contract or any request for additional
information that must be provided by General
Agent; and
c. The issuance by the SEC of any stop order with
respect to the Registration Statement for any
Contract or any amendments thereto or the
initiation of any proceedings for that purpose
or for any other purpose relating to the
registration and/or offering of the Contracts.
c. Contracts, Applications and Related Forms
1) NWL is responsible for the design of product
applications, contracts and related service forms in
consultation with Xxxxxxx & Xxxx;
2) NWL is responsible for the printing of adequate
supplies of product applications, contracts and related
service forms;
3) NWL will, during the term of this Agreement,
immediately notify Xxxxxxx & Xxxx of the following:
a. The states or jurisdictions where approval of the
product contract forms is required under
applicable insurance laws and regulations, and
whether and when such approvals have been
obtained; and
b. The states or jurisdictions where any product
contract form may not lawfully be sold.
4) NWL is responsible for the design and printing of
service forms which the parties jointly determine to be
necessary.
5) NWL is responsible for supplying adequate quantities of
service forms and will arrange for delivery of such
forms in bulk to any location designated by Xxxxxxx
& Xxxx.
7. Appointment of Agents
x. Xxxxxxx & Xxxx will assist NWL in facilitating the
appointment of agents by NWL and Nationwide Life and Annuity
Insurance Company.
b. NWL will forward all appointment forms and applications
to the appropriate states and maintain all contacts with the
states.
c. NWL will maintain appointment files on Agents, and
Xxxxxxx & Xxxx will have access to such files as needed.
8. Licensing and Appointment Guide
a. NWL is responsible for the preparation of a Licensing
and Appointment Guide which will set forth the requirements
for licensing and appointment. NWL will distribute such
Guide to Xxxxxxx & Xxxx in such quantities as Xxxxxxx & Xxxx
may reasonably require.
b. NWL is responsible for providing Xxxxxxx & Xxxx with
periodic updates of the Licensing and Appointment Guide in
such quantities as Xxxxxxx & Xxxx may reasonably require.
9. Other
a. Production Reports
NWL will provide production reports to
Xxxxxxx & Xxxx. The content and form of
such reports shall be agreed upon at a
later date by the parties.
b. Complaint Handling
NWL and Xxxxxxx & Xxxx will notify each
other of all material pertinent
inquiries and complaints from whatever
source and to whomever directed and will
consult with each other in responding to
such inquiries and complaints.
"Material pertinent inquiries" refer to
formal complaints or inquiries
registered by any federal or state
regulatory body, or formal written
complaints submitted by customers which,
in the reasonable discretion of the
party receiving the complaint or
inquiry, would be of material interest
and consequence to the non-receiving
party.
10. Compensation
a. Commissions
Amounts paid to Xxxxxxx & Xxxx in
connection with its role as National
Distributor of the products shall be
mutually agreed upon in writing by NWL
and Xxxxxxx & Xxxx. Amounts paid to NWL
for services in support of Xxxxxxx &
Xxxx in its role as National Distributor
shall also be mutually agreed upon in
writing by NWL and Xxxxxxx & Xxxx.
b. Marketing Allowance
In addition to the compensation payable
to Xxxxxxx & Xxxx by NWL under the
General Agent Agreement, NWL shall
calculate and pay to Xxxxxxx & Xxxx
revenue sharing compensation in an
amount equal to .25% annually of the
average daily account value of all NWL
variable annuity assets for the products
distributed by Xxxxxxx & Xxxx. The
revenue sharing shall be paid by NWL to
Xxxxxxx & Xxxx monthly and shall survive
termination of this Agreement and the
General Agent Agreement. NWL agrees to
provide Xxxxxxx & Xxxx, promptly upon
request by Xxxxxxx & Xxxx, with records
needed to verify the accuracy of the
revenue sharing calculations.
F. GENERAL PROVISIONS
1. Waiver
Failure of NWL or Xxxxxxx & Xxxx to insist
upon strict compliance with any of the
conditions of this Agreement shall not be
construed as a waiver of any of the
conditions, but the same shall remain in full
force and effect. No waiver of any of the
provisions of this Agreement shall be deemed,
or shall constitute a waiver of any other
provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.
2. Limitations
Neither party shall have authority on behalf
of the other to make, alter or discharge any
contractual terms of the products, to waive
any forfeiture; nor to extend the time of
making any contributions to the products; nor
to guarantee dividends; nor alter the forms
which either may prescribe; nor substitute
other forms in place of those prescribed by
the other.
3. Binding Effect
This Agreement shall be binding on and shall
inure to the benefit of the parties to it and
their respective successors and assigns,
provided that neither party shall assign or
sub-contract this Agreement or any rights or
obligations hereunder without the prior
written consent of the other.
4. Indemnifications
a. NWL agrees to indemnify and hold Xxxxxxx & Xxxx
harmless from any and all losses, claims, damages,
liabilities or expenses to which Xxxxxxx & Xxxx may become
subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities or expenses relate directly to the sale of the
products identified in the Appendix to this Agreement and
arise as a direct consequence of:
1) any material misrepresentation or omission, or alleged
material misrepresentation or omission, contained in
the registration statements, prospectuses, sales
literature or contracts for the annuity products,
provided that such misrepresentations or omissions
are not attributable to any failure by Xxxxxxx & Xxxx,
whether negligent or intentional, to provide accurate
information, on a timely basis, necessary for
inclusion in the annuity product registration
statements, prospectuses or contracts;
2) any failure by NWL or its employees, whether negligent
or intentional, to perform the duties and discharge the
obligations contemplated in this Agreement; and
3) any fraudulent, unauthorized or wrongful act or
omission by NWL or its employees.
x. Xxxxxxx & Xxxx agrees to indemnify and hold NWL
harmless from any and all losses, claims, damages,
liabilities or expenses to which NWL may become subject
under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or
expenses relate directly to the sale of the products
identified in the Appendix to this Agreement, and arise as a
direct consequence of:
1) any material misrepresentation or omission, or alleged
material misrepresentation or omission, contained in
the sales literature developed by Xxxxxxx & Xxxx for
the products, or the registration statement and
prospectus for the mutual fund investment options
serving as the underlying investment media for the
annuity products, provided that such misrepresentations
or omissions are not attributable to any failure by
NWL, whether negligent or intentional, to provide
accurate information, on a timely basis, necessary
for inclusion in the sales literature or mutual fund
registration statement or prospectus.
2) any failure by Xxxxxxx & Xxxx, its employees or
registered representatives, to perform the duties
and discharge the obligations contemplated in this
Agreement; and
3) any fraudulent, unauthorized or wrongful acts or
omissions by Xxxxxxx & Xxxx, its employees and
registered representatives.
c. In the event that NWL is compelled or agrees to pay any
amount in the settlement of any claim, judgment, arbitration
or similar action, and, in conjunction therewith, Xxxxxxx &
Xxxx agrees to reimburse NWL, either partially or in total,
NWL may deduct the amount of the reimbursement from any
sales compensation subsequently payable by NWL to Xxxxxxx &
Xxxx.
In the event that Xxxxxxx & Xxxx is
compelled or agrees to pay any amount in
the settlement of any claim, judgment,
arbitration or similar action, and, in
conjunction therewith, NWL agrees to
reimburse Xxxxxxx & Xxxx, either
partially or in total, Xxxxxxx & Xxxx
may deduct the amount of the
reimbursement from any amount
subsequently payable to NWL by Xxxxxxx &
Xxxx.
d. Neither NWL nor Xxxxxxx & Xxxx shall be liable, as the
indemnifying party pursuant to subparagraphs a. and b. of
this paragraph 4 (of section F), if the losses, claims,
damages, liabilities or legal expenses incurred by the
indemnified party arise out of the indemnified party's
willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or through the reckless disregard
of its duties under this Agreement.
e. NWL and Xxxxxxx & Xxxx will promptly notify each other
of the commencement of any litigation or proceedings, or the
assertion of any claim or any material pertinent inquiries
as described in Section E.9.b. of this Agreement.
5. Notices
All notices, requests, demands and other
communication under this Agreement shall be
in writing and shall be deemed to have been
given on the date of service if served
personally on the party to whom notice is to
be given, or on the date of mailing if sent
by First Class Mail, Registered or Certified,
postage prepaid and properly addressed as
follows:
TO NWL:
Nationwide Life Insurance Company
Xxxxxxx X. Xxxxx
Senior Vice-President, Nationwide Life
Insurance Company
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
TO Xxxxxxx & Xxxx:
Xxxxxxx & Xxxx, Inc.
Attn: Xxx Xxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
With a copy to:
Xxxxxxx & Xxxx, Inc.
Attn: Legal Department
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
6. Governing Law
This Agreement shall be construed in
accordance with and governed by the laws of
the State of Ohio.
7. Confidentiality
Any information, documents and materials,
whether printed or oral, furnished by either
party or its agents or employees to the other
shall be held in confidence. Except under
lawful authority, no such information shall
be given to any third party without the
express written consent of the other party.
G. TERM OF AGREEMENT
This Agreement shall remain in full force and
effect until terminated, and may be amended only
by mutual agreement of the parties, in writing.
Any decision by either party to cease issuance or
distribution of any specific product contemplated
under this Agreement shall not effect a
termination of the Agreement unless mutually
agreed upon, or unless notice is given pursuant to
Section F.5. hereof.
H. TERMINATION
1. Either party may terminate this Agreement for cause at
any time, upon written notice to the other, if the other
knowingly and willfully (a) materially fails to comply with
the laws or regulations of any state or governmental agency
or body having jurisdiction over the sale of insurance or
securities, (b) misappropriates any money or property
belonging to the other, (c) subjects the other to any
material actual or potential liability due to misfeasance,
malfeasance, or nonfeasance, (d) commits any fraud upon the
other, (e) has an assignment for the benefit of creditors,
(f) incurs bankruptcy, or (g) commits a material breach of
this Agreement.
2. NWL may propose the termination of Xxxxxxx & Xxxx
Investment Management Company's appointment as sub-advisor
and placement of its funds in BOA as described in Section D,
hereof, subject to the terms and conditions set forth in
the Sub-Advisory Agreement effective October 1, 2000. NWL
shall support the retention of Xxxxxxx & Xxxx Investment
Management Company in such capacity, unless Xxxxxxx & Xxxx
experiences a change in control which and materially impacts
the nature ofviolates the Exclusivity relationship provision
described in Section C herein.
3. Either party may terminate this Agreement, without
regard to cause, upon six months prior written notice.
4. In the event of termination of this Agreement, NWL and
Xxxxxxx & Xxxx will use "best efforts," as defined below, to
preserve in force the business asrelating to the products
issued pursuant to this Agreement.
Xxxxxxx & Xxxx shall use its "Best
efforts" with respect to Xxxxxxx & Xxxx
shall mean that Xxxxxxx & Xxxx shall
endeavor to ensure that the various
sales representatives appointed by it
shall not recommend to an owner of a
product that the product be exchanged
for a non-NWL policy unless there are
reasonable grounds that the exchange of
the product is suitable for the product
owner, with both Xxxxxxx & Xxxx and NWL
acknowledging the limitations on Xxxxxxx
& Reed's ability to do so due to the
independent contractor status of its
sales representatives.
"Best efforts" with respect to
Nationwide shall also include, but not
be limited to, efforts by NWL to develop
new product features, contractual
benefits and administrative and service
enhancements which can, if economically
feasible, be introduced to owners of the
products, thereby discouraging the
surrender, cancellation, exchange or
transfer of the products identified in
Appendix A.
IN WITNESS WHEREOF, the parties hereto execute this
Agreement effective as of this 1st day of September, 2000.
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY
By /s/ Xxxxx X. Xxxxxx
Title V. P. Life Brokerage
XXXXXXX & XXXX, INC.
By /s/ Xxx Xxxxx
Title Executive Vice President
APPENDIX A
Exclusively refers to the following products:
Xxxxxxx & Xxxx Advisors Select Annuity
Xxxxxxx & Xxxx Advisors Select Plus Annuity
Xxxxxxx & Xxxx Advisors Select Plus Annuity NY
Xxxxxxx & Xxxx Advisors Select Life
Xxxxxxx & Xxxx Advisors Retirement Plan
This APPENDIX may be amended from time to time with the
addition of certain other annuity or insurance products.
* Actual form numbers to be used in certain states may
have different identifying suffixes, which reflect
certain unique characteristics of the contract mandated
by the particular state insurance authority.
There will be no Exclusivity Arrangement regarding the
following products:
Xxxxxxx & Xxxx Advisors Survivorship Life
Xxxxxxx & Xxxx Advisors Term One/Ten/Twenty
Xxxxxxx & Xxxx Advisors Term Ten/Twenty NY
Exhibit A
Administration Services/Distribution Agreement
Analysis of Functions and Responsibilities
A. Administration and Customer Service
NWL XXXXXXX & XXXX
- Reviews the completed - Xxxxxxx & Xxxx shall
application. Applies maintain its registration
underwriting/issue criteria under the 1934 Act and shall
to application. continue to be a member in
good stand of the NASD.
Xxxxxxx & Xxxx shall promptly
notify NWL in the event that
any appointed agent fails to
maintain required licenses,
or materially fails to adhere
to supervisory standards in
connection with the sale of
the products established
jointly by NWL and Xxxxxxx &
Xxxx.
- Notifies agent and/or
customer of any error or
missing data necessary to
underwrite application and
establish Contract Owner
records.
- Receives and processes - Accommodates customer
all Policyholder service service function by providing
requests, including but not any supporting information or
limited to informational documentation which may be in
requests, beneficiary the control of Waddell &
changes, payments/deposits, Xxxx.
and transfers of contract
value between eligible
investment options.
- Receives and processes
surrenders, loans, death
claims in accordance with
established guidelines.
- Prepares checks for - Xxxxxxx & Xxxx will work
surrenders, loans, death with NWL to implement
claims and forwards to payee. electronic processing of
Prepares and mails new business by no later
confirmation statement of than June 30, 2002.
disbursement to Contract
Owner/Beneficiary, with copy
to agent.
- Maintains daily records
of all changes made to
Contract Owner accounts and
values those accounts daily.
- Researches and responds - Researches and responds
to all customer/broker policy to customer/broker inquiries
inquiries. regarding fund performance
and distribution practices.
- Keeps all required
policyholder records.
- Prints, provides all
forms ancillary to
contract/policy issue.
- Maintain adequate number
of toll-free lines to service
customer/broker policy
inquiries.
- Maintains a 24 hour
"voice response" system for
unit values and contract
values and other applications
as developed.
- Responds for formal - Immediately communicates
complaints from state complaints (formal written
insurance departments, the complaints and all inquires
SEC, and other outside or complaints from any
agencies. federal or state regulatory
body) received by Xxxxxxx &
Xxxx and assists in
resolution.
- Provides payout quotes
information for customers.
- Maintains 1035 and - Communicates
transfer support. responsibilities to producers
and supports the process as
appropriate.
- Provides several daily
outbound data feeds on
existing contracts, including
registration, transaction,
unit values, and production
history files in lieu of
paper delivery of producer
confirmation, quarterly
statements, and commission
statements.
B. Accounting, Daily Trades and Valuations
This Section is governed by the fund participation agreement
which has been entered into (or will be entered into) by NWL
and the W&R/Target Funds-such agreement is hereby
incorporated by reference into this Agreement.
C. Banking
NWL XXXXXXX & XXXX
- Balances, edits,
endorses and prepares daily
deposit.
- Places deposits in
depository account.
- Prepares daily cash
journal summary reports and
maintains same for review by
Xxxxxxx & Xxxx.
D. Proxy Processing
This section is governed by the fund participation agreement
which has been entered into (or will be entered into) by NWL
and the W&R/Target Funds-such agreement is hereby
incorporated by reference into this Agreement.
E. Licensing and Commissions
NWL XXXXXXX & XXXX
- Establishes and - Supports the
maintains General Agent establishment of General
Agreements with producer Agent Agreements.
firms.
- Verifies, supports and - Cooperates with NWL in
facilitates the process of the corporate licensing and
establishing state corporate agent appointment process
licenses for producer firms. with the producer firm.
This does not include actual Transmits daily inbound file
form filings or payment of for licensing and
fees. appointments.
- Receives, establishes, - Payment of producer
processes, maintains agent renewal fees are the
appointment records. Pays responsibility of producer
for initial (only) firm.
appointment with NWL.
- Ascertains, on receipt - Maintains the proper
of applications, whether Agency licenses at
writing agent is Xxxxxxx & Xxxx to permit
appropriately licensed and payment of overrides in
appointed. accordance with state
regulations.
- Pays commissions and - Responsible for all
assesses chargebacks to the licenses of Waddell &
General Agents in accordance Xxxx wholesalers and
with agreements relating to sales support personnel.
same.
F. Premium Taxes
NWL XXXXXXX & XXXX
- Collects, pays and
accounts for premium taxes as
appropriate.
- Prepares and maintains
all premium tax records by
state.
- Maintains liabilities in
General Account ledger for
accrual of premium taxes
collected.
- Integrates all company
premium taxes due and
performs related accounting.
G. Regulatory and Other Reporting
NWL XXXXXXX & XXXX
- Prepares and files all - Prepares and files
contracts and registrations registrations as required by
required by SEC and state the SEC relative to the
insurance departments as mutual fund investments.
related to the annuity
product.
- Coordinates and prints - Provides completed,
(on a timely basis) the annuity prospectuses on
product prospectuses and the computer diskette or in
mutual fund prospectus in a camera ready form and pays
single document and pays 50% 50% of the underlying fund
of the underlying fund prospectus for Marketing
prospectus for Marketing purposes, and pays 100% of
purposes. prospectus cost for
Shareholder purposes.
- Prepares and files
Separate Account Semi-Annual
and Annual Statements.
- Prepares and mails the
appropriate, required IRS
reports at the Contract Owner
level. Files same with
required regulatory agencies.
- Prepares and files N-SAR - Prepares and files form
for the Separate Account. N-SAR for the mutual funds.
- Responsible for all - Responsible for all
audits related to the audits related to the mutual
separate account and funds.
registration.
- Provides periodic - Provides periodic
reports in accordance with reports in accordance with
Schedule of Reports to be Schedule of Reports to be
jointly prepared by NWL and jointly prepared by NWL and
Xxxxxxx & Xxxx . Xxxxxxx & Xxxx .
H. Sales and Marketing
NWL XXXXXXX & XXXX
- Supports the wholesaling - Responsible for
effort of the individual wholesaling the individual
variable annuity products annuity products to
with input and other support prospective producers
as appropriate. including seminars, one-on-
- NWL is responsible for one presentations, training,
the wholesaling effort of the and other normal wholesaling
individual variable life and activities.
401(k) products to - Supports the wholesaling
prospective producers. effort of the individual
variable life and 401(k)
products to prospective
producers.
- Provides input into the - Completes a Sales and
Sales and Marketing plan. Marketing plan annually byby
Responsible for planning a mutually agreed upon date,
service and administration to include but not limited to
support to appropriately premium projections,
support the sales efforts. strategies and other
activities that may generate
expenses at NWL.
- Responsible for leading - Participates in joint
joint development of all development of all sales and
sales and marketing materials marketing materials, and
and for all costs associated files with state insurance
with printing, storing, authorities as required.
postage and delivery.
- Responsible for filing
sales and marketing material
with the NASD.
- Provides input and prior - Responsible for
approval on advertising development and associated
materials. Files with costs of all advertising
regulatory agencies as developed by Xxxxxxx & Xxxx.
required.
EXHIBIT B
ADVERTISING AND SALES PROMOTION
MATERIAL GUIDELINES
In order to assure compliance with state and federal
regulatory requirements and to maintain control over the
distribution of promotional materials dealing with the
Products, NWL and Xxxxxxx & Xxxx require that all variable
contract promotional materials be reviewed and approved by
both NWL and Xxxxxxx & Xxxx prior to their use. These
guidelines are intended to provide appropriate regulatory
and distribution controls.
1. Sufficient lead time must be allowed in the submission
of all promotional material. NWL and Xxxxxxx & Xxxx shall
approve in writing all promotional material. Such approval
shall not be unreasonably withheld and shall be given as
promptly as possible within a reasonable period of time as
agreed.
2. All promotional material will be submitted in "draft"
form to permit any changes or corrections to be made prior
to the printing.
3. NWL and Xxxxxxx & Xxxx will provide each other with
details as to each and every use of all promotional material
submitted. Approval for one use will not constitute
approval for any other use. Different standards of review
may apply when the same advertising material is intended for
different uses. The following information will be provided
for each item of promotional material:
a. In what jurisdiction(s) the material will be used.
b. Whether distribution will be for "public" or "dealer
only" use.
c. How the material will be used (e.g., brochure,
mailings, 482 ads, etc.)
d. The projected date of initial use and, if a special
promotion, the projected date of last use.
4. NWL and Xxxxxxx & Xxxx will advise each other of the
date on which any material is discontinued from use.
5. Any changes to previously approved promotional material
must be resubmitted, following these procedures. When
approved material is to be put to a different use, request
for approval of the material for the new use must be
submitted.
6. NWL and Xxxxxxx & Xxxx will assign a form number to
each item of advertising on each piece of advertising and
sales promotional material. It will be used to aid in
necessary filings, and to maintain appropriate controls.
7. NWL and Xxxxxxx & Xxxx will provide written approval
for all material to be used.
8. Xxxxxxx & Xxxx will provide NWL with a minimum of 50
copies of all material in final print form to effect
necessary state filings.
9. Xxxxxxx & Xxxx will coordinate, perform and be
responsible for SEC/NASD filings of sales and promotional
material to be used by Xxxxxxx & Xxxx registered
representatives.
10. All telephone communication and written correspondence
should be directed to Xxxxx Xxxxxx Compliance Director, NWL,
Xxx Xxxxxxxxxx Xxxxx 00X, Xxxxxxxx, XX 00000 (phone (614)
000-0000) and if to Xxxxxxx & Xxxx, to, Xxxxx Xxxxxxx,
Xxxxxxx & Xxxx, Inc., 0000 Xxxxx Xxxxxx, Xxxxxxxx Xxxx, XX
00000 (phone (000) 000-0000.
11. As used in this Exhibit "B," the phrase "advertising
and sales promotion material" shall include, but not be
limited to:
- Customer pieces
- Broker-only pieces
- Sales ideas
- Training materials
- Performance data
- Seminar scripts
- Television and radio advertisements
- Internet
