ADMINISTRATIVE SERVICE AGREEMENT
This
Administrative Service Agreement (the “Agreement”), effective this 13th day of
April, 2004
is made by and between Nationwide Financial Services, Inc. and its subsidiary
life insurance companies, (collectively, “NFS”) and FAM Distributors, Inc.,
(“FAMD”) and Xxxxxxx Xxxxx Variable Series Funds, Inc. (the “Fund”),
(collectively, “the Company”);
WHEREAS,
the Company is responsible for certain administrative functions associated
with
each series of the Funds (each a “Fund”) set forth on Exhibit A, which may be
amended from time to time; and
WHEREAS,
NFS or its designee provide certain administrative services to the owners of
certain variable annuity contracts and/or variable life insurance policies
(collectively, the “Variable Products”) issued by Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance Company, Nationwide Life
Insurance Company of America and/or Nationwide Life and Annuity Company of
America (collectively, “Nationwide”) through certain Nationwide Variable
Accounts; and
WHEREAS,
the Funds will be included as underlying investment options for the Variable
Products issued by Nationwide through the Variable Accounts pursuant to a Fund
Participation Agreement previously or contemporaneously entered into by NFS
and
the Company and/or Funds; and
WHEREAS,
the Company recognizes substantial savings of administrative expenses as a
result of NFS or its subsidiaries performing certain administrative services
(“Services”) on behalf of the Funds; and
NOW,
THEREFORE, NFS and the Company, in consideration of the undertaking described
herein, agree that the Funds will be available as underlying investment options
in the Variable Products issued by Nationwide, subject to the
following:
|
1.
|
NFS
or its designee agrees to provide Services for the contract owners
of the
Variable Products who choose the Funds as underlying investment
options. Such Services will include those described on Exhibit
B. NFS and the Company each acknowledge and agree that the
Services provided hereunder are for sub-accounting for individual
holders
of Contracts, recordkeeping, and other such administrative
services. The Services do not include investment advisory or
distribution services, and each party acknowledges and agrees that
no fees
paid hereunder are in exchange for any such investment advisory or
distribution services.
|
|
2.
|
In
consideration for the Services to be provided by NFS to the Variable
Products pursuant to this Agreement, the Company will calculate and
pay
NFS a fee (“Service Fee”) at an annualized rate equal to the rates shown
on Exhibit A of the average daily net assets of each Fund held by
the
Variable Accounts during the period in which they were
earned. NFS and the Company agree that the Service Fee
described in this Agreement is for administrative services only and
does
not constitute payment in any manner for investment advisory services
or
the cost of distribution of the Funds or the Contracts. The
Service Fees will be paid to NFS as soon as practicable, but no later
than
30 days after the end of the period in which they were
earned. The Service Fees will be paid on a quarterly or monthly
basis.
|
|
3.
|
The
parties agree that a Service Fee will be paid to NFS according to
this
Agreement with respect to each Fund as long as shares of such Fund
are
held by the Variable Accounts. This provision will survive
termination of this Agreement and the termination of the related
Fund
Participation Agreement(s) with
Nationwide.
|
|
4.
|
Either
party may terminate this Agreement by at least 90 days’ written notice to
the other. In addition, NFS or the Company may terminate this
Agreement immediately upon written notice to the other: (1) if
required by any applicable law or regulation; (2) if NFS or the Company
engage in any material breach of this Agreement; or (3) in the event
of an
assignment as defined by Section 2(a)(4) of the Investment Company
Act of
1940. This Agreement will terminate immediately and
automatically with respect to Funds held in the Variable Accounts
upon the
termination of the Fund Participation Agreement which governs a Fund’s
inclusion as an underlying investment option in the Variable Products
and
in such event no notice is required under this
Agreement.
|
|
5.
|
Each
notice required by this Agreement shall be given by wire and confirmed
in
writing to:
|
If
to
NFS:
Nationwide
Financial Services, Inc.
Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx,
Xxxx 00000
Attention: Securities
Officer
Fax: (000)
000-0000
If
to the
Company:
FAM
Distributors, Inc.
000
Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx,
Xxx Xxxxxx 00000
Attention: General
Counsel
Fax: (000)
000-0000
|
11.
|
This
Agreement shall be construed and the provisions hereof interpreted
in
accordance with the laws of Ohio. This Agreement shall be
subject to the provisions of the federal securities statutes, rules
and
regulations, including such exemptions from those statutes, rules
and
regulations as the Securities and Exchange Commission may grant and
the
terms hereof shall be interpreted and construed in accordance
therewith.
|
|
12.
|
Each
of the parties to this Agreement acknowledges and agrees that this
Agreement and the arrangements described herein are intended to be
non-exclusive and that each of the parties is free to enter into
similar
agreements or arrangements with other
entities.
|
|
13.
|
This
Agreement may not be assigned unless agreed to by the parties in
writing,
except that it shall be assigned automatically to any successor to
either
party, and any such successor shall be bound by the terms of this
Agreement.
|
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 a legal, valid and
binding obligation, and is enforceable in accordance with its
terms.
NATIONWIDE
FINANCIAL SERVICES, INC.
By:
Name:
[Xxxxxxx X. Xxxxxx]
Title:
Vice
President – Investment and Advisory
Services
|
|
THE
COMPANY
|
By:
Name:
[Xxxxxx X. Xxxx]
Title:
Managing
Director
EXHIBIT
A
SERVICE
FEES
|
FUND
NAME – CLASS I SHARES
|
TOTAL
SERVICE FEE
|
|
Xxxxxxx
Xxxxx American Balanced V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Basic Value V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Core Bond V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Developing Markets V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Fundamental Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Global Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Global Allocation V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Government Bond V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx High Current Income V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Index 500 V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx International V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Core V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Value V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Small Cap Value V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Utilities and Telecom V.I.
|
[X.XX%]
|
|
FUND
NAME – CLASS II SHARES
|
TOTAL
SERVICE FEE
|
|
Xxxxxxx
Xxxxx American Balanced V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Basic Value V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Core Bond V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Developing Markets V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Fundamental Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Global Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Global Allocation V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Government Bond V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx High Current Income V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Index 500 V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx International V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Core V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Value V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Small Cap Value V.I.
|
[X.XX%]
|
|
[X.XX%]
|
|
FUND
NAME – CLASS III SHARES
|
TOTAL
SERVICE FEE
|
|
Xxxxxxx
Xxxxx American Balanced V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Basic Value V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Core Bond V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Developing Markets V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Fundamental Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Global Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Global Allocation V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Government Bond V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx High Current Income V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Index 500 V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx International V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Growth V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Core V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Large Cap Value V.I.
|
[X.XX%]
|
|
Xxxxxxx
Xxxxx Small Cap Value V.I.
|
[X.XX%]
|
|
[X.XX%]
|
EXHIBIT
B
Services
Provided by NFS
Pursuant
to the Agreement, NFS 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. NFS will maintain a single master account with each
Fund on behalf of contract owners and such account shall be in the
name of
NFS (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 to the contract
owners.
|
|
|
Amendment
to Administrative Services
Agreement
|
Reference
is made to the Administrative
Services Agreement dated as of April 13, 2004, (the “Agreement”) made by and
between Nationwide Financial Services, Inc. and its subsidiary life insurance
companies, (collectively, “NFS”) and FAM Distributors, Inc., (“FAMD”) and FAM
Variable Series Funds, Inc. (the “Fund”), (collectively, “the Company”) which
serves as adviser and distributor to the Funds, as listed on Exhibit
A. This amendment to the Agreement is made as of February 1,
2005.
WHEREAS,
the parties to the Agreement
wish to amend it to permit FAM Series Funds as investment
options in the Variable Products,
NOW
THEREFORE, the Agreement is amended
as follows:
Exhibit
A to the Agreement is hereby
deleted and replaced with the attached Exhibit A, and all references in the
Agreement to the Portfolios shall be deemed to refer to the series of shares
of
the Fund as set forth on Exhibit A as attached hereto.
All
capitalized terms used herein
without definition and defined in this Agreement shall have the same meaning
herein as therein.
All
other provisions of the Agreement
shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties have
caused their duly authorized officers to execute this Amendment to
Administrative Services Agreement as of the date and year first above
written.
NATIONWIDE
FINANCIAL SERVICES, INC.
By:
Name: [Xxxxx
X.
Xxxxxx]
Title: Officer
FAM
SERIES FUND, INC.
By:
Name: [Xxxxxx
X.
Xxxxx]
Title: Vice
President and
Treasurer
FAM
DISTRIBUTORS, INC.
By:
Name: [Xxxxxx
X.
Xxxx]
Title: Managing
Director
EXHIBIT
A
FUNDS
All
current and future funds available for sale through the Variable
Products, including but not limited to any funds listed
below.
EXHIBIT
A
SERVICE
FEES
|
FUND
NAME – CLASS I SHARES
|
TOTAL
SERVICE FEE
|
|
Mercury
American Balanced V.I.
|
[X.XX%]
|
|
Mercury
Basic Value V.I.
|
[X.XX%]
|
|
Mercury
Core Bond V.I.
|
[X.XX%]
|
|
Mercury
Domestic Money Market V.I.
|
[X.XX%]
|
|
Mercury
Fundamental Growth V.I.
|
[X.XX%]
|
|
Mercury
Global Growth V.I.
|
[X.XX%]
|
|
Mercury
Global Allocation V.I.
|
[X.XX%]
|
|
Mercury
Government Bond V.I.
|
[X.XX%]
|
|
Mercury
High Current Income V.I.
|
[X.XX%]
|
|
Mercury
Index 500 V.I.
|
[X.XX%]
|
|
Mercury
International Value V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Growth V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Core V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Value V.I.
|
[X.XX%]
|
|
Mercury
Value Opportunities V.I.
|
[X.XX%]
|
|
Mercury
Utilities and Telecommunications V.I.
|
[X.XX%]
|
|
FUND
NAME – CLASS II SHARES
|
TOTAL
SERVICE FEE
|
|
Mercury
American Balanced V.I.
|
[X.XX%]
|
|
Mercury
Basic Value V.I.
|
[X.XX%]
|
|
Mercury
Core Bond V.I.
|
[X.XX%]
|
|
Mercury
Domestic Money Market V.I.
|
[X.XX%]
|
|
Mercury
Fundamental Growth V.I.
|
[X.XX%]
|
|
Mercury
Global Growth V.I.
|
[X.XX%]
|
|
Mercury
Global Allocation V.I.
|
[X.XX%]
|
|
Mercury
Government Bond V.I.
|
[X.XX%]
|
|
Mercury
High Current Income V.I.
|
[X.XX%]
|
|
Mercury
Index 500 V.I.
|
[X.XX%]
|
|
Mercury
International Value V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Growth V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Core V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Value V.I.
|
[X.XX%]
|
|
Mercury
Value Opportunities V.I.
|
[X.XX%]
|
|
Mercury
Utilities and Telecommunications V.I.
|
[X.XX%]
|
|
FUND
NAME – CLASS III SHARES
|
TOTAL
SERVICE FEE
|
|
Mercury
American Balanced V.I.
|
[X.XX%]
|
|
Mercury
Basic Value V.I.
|
[X.XX%]
|
|
Mercury
Core Bond V.I.
|
[X.XX%]
|
|
Mercury
Domestic Money Market V.I.
|
[X.XX%]
|
|
Mercury
Fundamental Growth V.I.
|
[X.XX%]
|
|
Mercury
Global Growth V.I.
|
[X.XX%]
|
|
Mercury
Global Allocation V.I.
|
[X.XX%]
|
|
Mercury
Government Bond V.I.
|
[X.XX%]
|
|
Mercury
High Current Income V.I.
|
[X.XX%]
|
|
Mercury
Index 500 V.I.
|
[X.XX%]
|
|
Mercury
International Value V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Growth V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Core V.I.
|
[X.XX%]
|
|
Mercury
Large Cap Value V.I.
|
[X.XX%]
|
|
Mercury
Value Opportunities V.I.
|
[X.XX%]
|
|
Mercury
Utilities and Telecom V.I.
|
[X.XX%]
|
Portfolios
of Fam Series Fund, Inc.
Offered
to Segregated Accounts of NATIONWIDE FINANCIAL SERVICES, INC.
|
Fund
Name
|
Share
Class
|
Total
Service Fee
|
|
Mercury
Mid Cap Value Opportunities Portfolio
|
Class
I, Class II, Class III
|
Class
II
XX bps
Class
III
XX bps
|
|
Mercury
Global Small Cap Portfolio
|
Class
I, Class II, Class III
|
Class
II
XX bps
Class
III XX bps
|
|
Mercury
Small Cap Index Portfolio
|
Class
I, Class II, Class III
|
Class
II
XX bps
Class
III XX bps
|
|
Mercury
International Index Portfolio
|
Class
I, Class II, Class III
|
Class
II
XX bps
Class
III XX bps
|
|
Mercury
Equity Dividend Portfolio
|
Class
I, Class II, Class III
|
Class
II
XX bps
Class
III XX bps
|
|
Mercury
Low Duration Portfolio
|
Class
I, Class II, Class III
|
Class
II
XX bps
Class
III XX bps
|
