October 1, 2002
October
1, 2002
Nationwide
Financial Services, Inc. (“NFS”)
Ladies
and Gentlemen:
This
letter sets forth the agreement (“Agreement”) among NFS on
behalf of certain of its subsidiary life insurance companies
(“you” or
the “Company”), on the one hand, and X. Xxxx Price
Associates, Inc. (“Price Associates”) and X. Xxxx
Price International, Inc. (“TRPI”) (collectively,
“we,” “our” or the “Price
Advisers”) on the other, concerning certain administration services to
be provided by you or your designee, with respect to the X. Xxxx Price Equity
Series, Inc., X. Xxxx Price Fixed Income Series, Inc. and the X. Xxxx Price
International Series, Inc. (the “Fund” and collectively, the
“Funds”).
If
this
Agreement is consistent with your understanding of the matters we discussed
concerning your administration services, kindly sign below and return a signed
copy to us.
Very
truly yours,
X.
XXXX
PRICE ASSOCIATES, INC.
By:
Name: [Xxxxx
X. Xxxxxxx]
Title: [Vice
President]
X.
XXXX
PRICE INTERNATIONAL, INC.
By:
Name: [Xxxxx
X. Xxxxxxx]
Title: [Vice
President]
Acknowledged
and Agreed to:
NATIONWIDE
FINANCIAL SERVICES, INC.
By:
Name: [Xxxxxxx
X.
Xxxxxx]
Title:
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14 2003
SUPPLEMENT
FOR DISTRIBUTION SERVICES
This
Agreement is between Nationwide Investment Services Corporation
("Company") and X. Xxxx Price Investment Services, Inc., (the
"Distributor"), and is intended to supplement the
Administrative Services Agreement dated October 1, 2002 by, between and
among Nationwide Financial Services, Inc. (NFS), X. Xxxx Price
Associates, Inc. ("Price Associates") and X. Xxxx Price
International, Inc. ("TRPI"), (collectively, the "Price
Advisers"). All terms herein, unless otherwise defined,
shall have the same meaning as used in the Administrative Services
Agreement.
In
consideration of the foregoing and the mutual covenants set forth below the
Company and the Distributor agree as follows:
1. Distributor. The
Distributor is a broker-dealer registered under the Securities
Exchange
Act of 1934 and with the National Association of Securities Dealers, Inc.
and
serves as the principal underwriter of the Equity Fund. The
Distributor is affiliated with the Price Advisers.
2.
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(a)
Distribution Services. The Company or its designee has agreed to assist
Distributor, as it may request from time to time, with the provision of
distribution services to the Equity Fund, as they may relate to the investment
in the VIP II Class by the Separate Accounts. It is anticipated that such
services shall include any activities primarily intended to result in the
sale
of shares of the VIP II Class, including (but not limited to): (i) distribution
of Fund reports, prospectuses, and SAIs for the Class to other than existing
holders of Contracts; (ii) the preparation and distribution of sales literature
and advertising material for the Class; (iii) continuing education and training
of insurance agents and other representatives of the Company or its designee
with respect to the Class and the Fund’s portfolios offering the Class and
serving as funding vehicles for the Contracts; (iv) the provision of
distribution support services by insurance agents and other representatives
of
the Company or its designee who will provide personal service and attention
to
the foregoing; and (v) other distribution services in respect of the Class
as
mutually agreed upon from time to time.
(b)
Other Services. The Company or its designee agrees to
monitor its Contractholders’ accounts for excessive trading or market timing
activity (as defined in the Fund’s prospectus and as agreed to by NFS) and
agrees to work with the Distributor to deter or block any future such
activity.
3.Payment
for Distribution Services. In consideration of the
distribution
services
to be provided by the Company and its agents, the Distributor, in accordance
with the 12b-1 Plan, shall pay to the Company a fee with respect to the Class
of
each portfolio of Equity Fund equal to __ basis points (___%) per annum of
the
average aggregate net asset value of the shares of each Class held by the
Separate Accounts under the Participation Agreement. For purposes of computing
the payment to the Company contemplated under this Paragraph 3, the average
aggregate net asset value of shares of each Class held by the Separate Accounts
over a quarterly period shall be computed by totaling each Separate Account's
aggregate investment (share net asset value multiplied by total number of
shares
held by the Separate Account) on each business day during the calendar quarter,
and dividing by the total number of business days during each
quarter. The Payments contemplated by this Paragraph 3 shall be
calculated by the Equity Fund at the end of each calendar quarter and will
be
paid to each Company within 30 business days thereafter.
4. Term. The
term of this Agreement shall run concurrently with the term of the
Administrative Services Agreement.
5. Relationship
to Other Agreements. This Agreement is intended to
supplement the Administrative Services Agreement and not intended to conflict
with or supersede the provisions of the Administrative Services Agreement
or the
Participation Agreement (“Prior Agreements”). All representations and
warranties made by the parties in the Prior Agreements are
incorporated into this Agreement and shall be deemed to have been made in
connection with this Agreement.
X.
XXXX PRICE INVESTMENT
SERVICES, INC.
By:_________________________________________
Name:___________[Xxxxx
X.
Xxxxxxx]_____________
Title:____________[Vice
President] ________________
NATIONWIDE
INVESTMENT SERVICES CORPORATION
By:_________________________________________
Name:__________[Xxxxxxx
X. Xxxxxx]____________
Title:___________[Senior
Vice President]__________
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