We the undersigned Alliance Fund Distributors, Inc. ("ABIRM"), herewith confirm our agreement with you as follows:
June
1,
2003
Nationwide
Life Insurance Company
One
Nationwide Plaza
Columbus,
OH 43215
Ladies
and Gentlemen:
We
the
undersigned Alliance Fund Distributors, Inc. ("ABIRM"), herewith confirm our
agreement with you as follows:
1. Subject
to our direction and control, we hereby employ you to provide certain
administrative services respecting the operations of Alliance Variable Products
Series Fund, Inc. (the "Fund") as described on Schedule A attached
hereto.
It
is
understood that you will from time to time employ, or associate with yourselves,
such persons as you believe to be particularly fitted to assist you in the
execution of your duties hereunder, the compensation of such persons, and all
other expenses in connection with the performance of your duties hereunder,
to
be paid by you. No obligation may be incurred on our behalf or on
behalf of the Fund in any such respect.
During
the continuance of this agreement you will furnish us without charge such
administrative assistance and such office facilities as you may believe
appropriate or as we may reasonably request, subject to the requirements of
any
regulatory authority to which you may be subject. Subject to our
prior consent, you may, at your expense, retain other persons or firms, which
may include affiliates, to assist you in carrying out your administrative and
clerical obligations hereunder.
2. You
will bear all expenses in connection with the performance of your services
under
this agreement.
3. In
consideration of the foregoing, we will pay you a fee on a quarterly basis,
in
arrears, as described in Schedule B attached hereto and made a part
hereof. Upon any termination of this agreement before the end of any
quarter during which you acted under this agreement, such fees will be prorated
according to the proportion which the period bears to the full quarter and
will
be payable upon the date of termination of this agreement. provided,
however, that [ABIRM] will continue to pay the service fees in accordance with
the terms of this letter so long as Insurer or its affiliates provide the
services as set forth in this letter on behalf of ABIRM.
4. This
agreement shall become effective as of the date written above and shall remain
in effect unless specifically terminated as provided below.
5. This
agreement may be terminated at any time, without the payment of any penalty,
by
mutual agreement of the parties in writing. This agreement will
terminate automatically upon the termination of the Participation Agreement,
dated as of [March 1, 2002] and amended and restated as of June 1, 2003, among
Nationwide Life Insurance Company, Alliance Capital Management L.P., a Delaware
limited partnership, and [ABIRM].
6. This
agreement may not be transferred, assigned, sold in any manner, hypothecated
or
pledged by you and this agreement shall terminate automatically in the event
of
any such transfer, assignment, sale, hypothecation or pledge by
you.
7. You
agree that all records which you maintain for us are our property and you will
surrender them to us promptly upon our request.
If
the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
Very
truly yours,
|
ALLIANCE
FUND
|
|
DISTRIBUTORS,
INC.
|
By:
|
|
|
Xxxxxxx
X. Xxxxx
|
|
Senior
Vice President
|
Accepted:
Nationwide
Life Insurance Company
By:
|
|
Name:
Xxxxxxx X. Xxxxxx
|
|
Title:
Vice President
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S:\DEPT550\Drew\Agreements\ADM
SRV MASTER AGR
SCHEDULE
A
ADMINISTRATIVE
SERVICES FOR
ALLIANCE
VARIABLE PRODUCTS SERIES FUND, INC.
Nationwide
Life Insurance Company (the “Insurer”) shall provide certain administrative
services respecting the operations of Alliance Variable Products Series Fund,
Inc. (the “Fund”), as set forth below. This Schedule may be amended
from time to time as mutually agreed upon by the Insurer and Alliance Fund
Distributors, Inc.
Maintenance
of books and records
·
|
Maintain
an inventory of shares purchased to assist the Fund’s transfer agent in
recording issuance of shares.
|
·
|
Perform
miscellaneous accounting services to assist transfer agent in recording
transfers of shares (via net purchase and redemption
orders).
|
·
|
Reconciliation
and balancing of the Insurer’s separate account at the Fund level in the
general xxxxxx and reconciliation of cash accounts at general
account.
|
Purchase
orders
·
|
Determination
of net amount of cash flow into the
Fund.
|
·
|
Reconciliation
and notification to Fund of net purchase orders (wire) and confirmation
thereof.
|
Redemption
orders
·
|
Determination
of net amount required for redemptions by
Fund.
|
·
|
Reconciliation
and notification to Fund of cash required for net redemption orders
and
confirmation thereof.
|
Reports
·
|
Periodic
information reporting to the Fund.
|
Fund-related
contract owner services
·
|
Telephonic
support for contract owners with respect to inquiries about the Fund
(not
including information about performance or related to
sales).
|
·
|
Assistance
with Fund proxy solicitations, specifically with respect to soliciting
voting instructions from contract
owners.
|
Other
administration support
·
|
Sub-accounting
services.
|
·
|
Providing
other administrative support to the Fund as mutually agreed between
the
Insurer and the Fund from time to
time.
|
·
|
Relieving
the Fund of other usual or incidental administration services provided
to
individual shareholders.
|
·
|
Preparation
of reports to third party reporting
services.
|
SCHEDULE
B
AllianceBernstein
Investment Research and Management, Inc. (“ABIRM”) will pay
Nationwide Life Insurance Company (“Insurer”) a quarterly Servicing Fee as
follows:
I.
|
For
Contracts funded by Class A
shares:
|
at
an
annual rate of [X.XX%] of the average daily net assets of each Portfolio
attributable to Contracts funded by Class A shares
purchased by [Insurer}.
II. For
Contracts funded by Class B shares:
at
an
annual rate of [X.XX%] of the average daily net assets of each Portfolio
attributable to Contracts funded by Class B shares issued by
Insurer. Insurer acknowledges that some part of the
payment may be for distribution related services and may represent payments
under the Class B distribution plans.
III.
|
For
Fund Participating in the Nationwide Best of America Mutual
Fund and Annuity Wrap
Program:
|
In
consideration for inclusion in the Nationwide Best of America Mutual Fund and
Annuity Wrap Programs, the following Funds agree to pay a [$X] initial set
up fee and a [$X] annual maintenance fee. The Company will send to
AGIS an invoice setting out the applicable fee each January.
Funds
to
which the Wrap Program Fee applies:
AllianceBernstein
International Value Portfolio
AllianceBernstein
Real Estate Investment Portfolio
AllianceBernstein
Small Cap Value Portfolio
Growth
and Income Portfolio
Premier
Growth Portfolio