EXHIBIT 8(r)
FUND AGREEMENT
This Agreement dated as of the _____ day of __________, 2002 is made by and
among Nationwide Financial Services, Inc. ("NFS") (including any affiliates
and/or subsidiaries listed on Exhibit A) and ___________________
("____________"), which serves as adviser and distributor to the mutual funds
(the "Funds") listed on Exhibit B.
WHEREAS, NFS or a subsidiary or affiliate thereof (collectively referred to as
"NFS Affiliate/Subsidiary") provides administrative and/or recordkeeping
services to variable contracts, which may include, but are not limited to,
variable annuity contracts, variable life insurance policies and various
retirements plans which meet the definition of retirement plans under Sections
401, 403 and 457 of the Internal Revenue Code (the "Code") (collectively,
"Contracts"); and
WHEREAS, NFS Affiliate/Subsidiary may issue variable annuity contracts and
variable life insurance policies through separate accounts ("Variable Accounts")
as listed on Exhibit A; and
WHEREAS, the Contracts allow for the allocation of net amounts received by NFS
to sub-accounts which correspond to each Fund for investment in shares of the
Funds; and
WHEREAS, selection of a particular sub-account is made by the contract owner or
by participants in various types of retirement plans and such contract owners
and/or participants may reallocate their investment options among the
sub-accounts in accordance with the terms of the Contracts; and
WHEREAS, NFS and ____________ mutually desire the inclusion of the Funds as
investment options for the Contracts; and
NOW THEREFORE, NFS and ____________, in consideration of the promises and
undertakings described herein, agree that the Funds will be available in
products and services provided by NFS subject to the following:
REPRESENTATIONS AND UNDERTAKINGS
REPRESENTATIONS BY NFS
NFS or an NFS Affiliate/Subsidiary agrees to perform certain administrative
services ("Services") as listed on Exhibit C.
NFS represents that the NFS Affiliates/Subsidiaries, including Variable
Accounts, have been established and are in good standing under the state law in
which they were organized. The Variable Accounts are registered under the
Investment Company Act of 1940, unless otherwise exempt therefrom.
NFS 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 ____________
(or an entity on its behalf) which contain information about the Funds. NFS
agrees to allow a reasonable period of time for ____________ to review any
advertising and sales literature drafted by NFS (or agents on its behalf) with
respect to the Funds prior to use and prior to submitting such material to any
regulator.
NFS acknowledges that the identity of ____________ (and its affiliates' and/or
subsidiaries') customers and all information maintained about those customers
constitute the valuable property of ____________.
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NFS acknowledges that the services provided for under this Agreement by
____________ are not exclusive and that the same skill will be used in
performing services to other companies in similar contexts.
NFS represents that the Contracts marketed as annuity contracts and/or life
insurance policies are currently treated as annuity contracts and/or life
insurance policies under the appropriate provisions of the Code, and that it
shall make every effort to maintain such treatment. NFS will promptly notify
____________ upon having a reasonable basis for believing that the Contracts
have ceased to be treated as annuity contracts or life insurance policies, or
that the Contracts may not be so treated in the future.
For Contracts issued through the Variable Accounts, NFS 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, and that it shall make every effort to continue to
meet such definitional requirements. NFS shall promptly notify ____________ 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.
REPRESENTATIONS BY
____________ acknowledges that it receives substantial savings as a result of
NFS performing those Services listed on Exhibit C on behalf of the Funds.
____________ and its agents shall make no representations about NFS except those
contained in publicly available documents or other documents produced by NFS (or
an entity on its behalf). ____________ agrees to allow a reasonable period of
time for NFS to review any advertising and sales literature drafted by
____________ (or agents on its behalf) with respect to NFS prior to use and
prior to submitting such material to any regulator.
____________ acknowledges that the identity of NFS (and its affiliates' and/or
subsidiaries') customers and that all information maintained about those
customers constitute the valuable property of NFS.
____________ acknowledges that the services provided for under this Agreement by
NFS or an NFS Affiliate/Subsidiary are not exclusive and that the same skill
will be used in performing services to other companies in similar contexts.
____________ represents that the Funds are currently qualified as regulated
investment companies under Subchapter M of the Code, and that the Funds shall
make every effort to maintain such qualification. ____________ shall promptly
notify NFS 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.
____________ represents that any insurance Funds utilized in the Contracts
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, if
required, and that such 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
each Fund's prospectus. ____________ will notify NFS 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.
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CONFIDENTIALITY
The parties agree to keep confidential all information, documentation and/or
data related to this Agreement, except as may be necessary to perform services
under this Agreement, as required by law, a court of competent jurisdiction or
other governing regulatory body, or as otherwise may be agreed to in writing by
the parties. Each party agrees not to use, disclose or distribute to others any
consumer non-public personal information, except as necessary to perform the
terms of this Agreement or as permitted or required by law. This provision shall
survive the termination of this Agreement.
TRADING
Subject to the terms and conditions of this Agreement, NFS shall be appointed
to, and agrees to act, as a limited agent of ____________ for the sole purpose
of receiving instructions from authorized parties as defined by the Contracts
for the purchase and redemption of Fund shares prior to the close of regular
trading each Business Day. A "Business Day" shall mean any day on which the New
York Stock Exchange is open for trading and on which the Fund calculates its net
asset value as set forth in the Fund's most recent prospectus and Statement of
Additional Information. Except as particularly stated in this paragraph, NFS
shall have no authority to act on behalf of ____________ or to incur any cost or
liability on its behalf.
Until such time as ____________ and NFS are able to utilize the National
Securities Clearing Corporation ("NSCC") Defined Contribution Clearing and
Settlement ("DCC&S") Fund/SERV system; ____________ will use its best efforts to
provide to NFS or its designated agent closing net asset value, change in net
asset value, dividend or daily accrual rate information and capital gain
information by 7:00 p.m. Eastern Time each Business Day. NFS or its agent shall
use this data to calculate unit values. Unit values shall be used to process the
same Business Day's contract transactions. Orders derived from, and in amounts
equal to, instructions received by NFS prior to the Close of Trading on the New
York Stock Exchange on any Business Day ("Day 1") shall be transmitted without
modification (except for netting or aggregating such orders) to ____________ by
9:00 A.M. Eastern Time on the next Business Day. Such trades will be effected at
the net assets value of each Fund's shares calculated as of the Close of Trading
on Day 1. ____________ will not accept any order made on a conditional basis or
subject to any delay or contingency. NFS shall only place purchase orders for
shares of Funds on behalf of its customers whose addresses recorded on NFS'
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 ____________.
Until such time as ____________ and NFS are able to utilize the DCC&S Fund/SERV
system, each party shall, as soon as practicable after its receipt of an
instruction or confirmation transmitted, verify its receipt of such instruction
or confirmation, and in the absence of such verification such a party to whom an
instruction or confirmation is sent shall not be liable for any failure to act
in accordance with such instruction or confirmation, and the sending party may
not claim that such an instruction or confirmation was received by the other.
Each party shall notify the other of any errors, omissions or interruptions in,
or delay or unavailability as promptly as possible.
a) For those purchase orders not transmitted via the DCC&S Fund/SERV
system, NFS shall initiate payment to ____________ or its designated
agent in federal funds no later than 1:00 P.M. on the Business Day
following the day on which the instructions are treated as having been
received by ____________ pursuant to this Agreement.
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b) For those redemption orders not transmitted via the DCC&S Fund/SERV
system, ____________ or its designated agent shall initiate payment in
federal funds no later than 1:00 P.M. on the Business Day following the
day on which the instructions are treated as having been received by
____________ pursuant to this Agreement.
At such time as ____________ and NFS are able to transmit information via the
NSCC's DCC&S Fund/SERV System:
a) Orders derived from, and in amounts equal to, instructions received by
NFS prior to the Close of Trading on Day 1 shall be transmitted without
modification (except for netting and aggregation of such orders) via
the NSCC's DCC&S Fund/SERV system to ____________ no later than 5:00
A.M. Eastern Time on the Next Business Day. Such trades will be
effected at the net asset value of each Fund's shares calculated as of
the Close of Trading on Day 1.
b) ____________ and NFS shall mutually agree there may be instances when
orders shall be transmitted to ____________ via facsimile no later than
9:00 A.M. rather than through the DCC&S Fund/SERV system. In such
instances, such orders shall be transmitted to ____________ via
facsimile no later than 9:00 A.M. Eastern Time on the next Business
Day.
c) With respect to purchase and redemption orders received by ____________
on any Business Day for any Fund, within the time limits set forth in
this Agreement, settlement shall occur consistent with the requirements
of DCC&S Fund/SERV system.
At such time as ____________ and NFS are able to transmit information via the
DCC&S Fund/SERV system; ____________ or its designated agent shall send to NFS,
via the DCC&S Fund/SERV system, verification of net purchase or redemption
orders or notification of the rejection of such orders ("Confirmations ") on
each Business Day for which NFS has transmitted such orders. Such confirmations
shall include the total number of shares of each Fund held by NFS following such
net purchase or redemption. ____________, or its designated agent, shall submit
in a timely manner, such confirmations to the DCC&S Fund/SERV system in order
for NFS to receive such confirmations no later than 11:00 A.M. Eastern Time the
next Business Day. ____________ or its designated agent will transmit to NFS via
DCC&S NETWORKING system those Networking activity files reflecting account
activity. In addition, within five (5) business days after the end of each
month, ____________ or its affiliate will send NFS a statement of account which
shall confirm all transactions made during that particular month in the account.
DOCUMENTS AND OTHER MATERIALS
DOCUMENTS PROVIDED BY NFS
NFS agrees to provide ____________, upon written request, any reports indicating
the number of shareholders that hold interests in the Funds and such other
information (including books and records) that ____________ may reasonably
request or as may be necessary or advisable to enable it to comply with any law,
regulation or order.
DOCUMENTS PROVIDED BY
Within five (5) Business Days after the end of each calendar month, ____________
shall provide NFS, or its designee, a monthly statement of account, which shall
confirm all transactions made during that particular month.
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____________ shall promptly provide NFS, or cause NFS to be provided with, a
reasonable quantity of the Funds' prospectuses, Statements of Additional
Information and any supplements thereto.
NOTICE
Each notice required by this Agreement shall be given in writing to:
Nationwide Financial Services, Inc.
Xxx Xxxxxxxxxx Xxxxx 0-00-X0
Xxxxxxxx, Xxxx 00000
Attention: Securities Officer
Fax Number: 000-000-0000
___________________________
___________________________
Attention: General Counsel
Fax Number:
Any party may change its address by notifying the other party(ies) in writing.
VOTING
For Variable Accounts that are registered under the 1940 Act and 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, NFS shall
distribute all proxy material furnished by ____________ (provided that such
material is received by NFS or its designated agent 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 interests in such Fund shares. NFS 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 the contract owners, provided that
such proportional voting is not prohibited by a contract owner's plan or trust
document, if applicable. NFS and its agents will in no way recommend an action
in connection with or oppose or interfere with the solicitation of proxies in
the Fund shares.
EXPENSES
All expenses incident to the performance by NFS under this Agreement shall be
paid by NFS. Likewise, all expenses incident to the performance by ____________
under this Agreement shall be paid by ____________.
NFS shall not bear any of the expenses for the cost of registration of the
Funds' shares, preparation of the Funds' prospectuses, proxy materials, and
reports and the preparation of other related statements and notices required by
law except as otherwise mutually agreed upon by the parties to the Agreement.
Should a Fund no longer be available in an NFS contract, ____________ shall be
responsible for any and all expenses incurred as a result of removing such Fund
as an available investment option under the Contract.
Should NFS desire to no longer have a Fund available in an NFS contract, NFS
shall be responsible for any and all expenses incurred as a result of removing
such Fund as an available investment option under the Contract.
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Should a removal of a fund as an available investment option be mutually desired
by the parties, the parties agree to equally share any expenses incurred as a
result of removing such Fund as an available investment option.
Both NFS and ____________ agree to provide reasonable advance notice of the
election to remove a fund as an available investment option in order to permit
the parties to file documentation as may be required under applicable law.
CONFLICTS
Each party agrees to inform the other of the existence of, or any potential for,
any material conflicts of interest between the parties and any possible
implications of the same.
It is agreed that if it is determined by a majority of the members of the Boards
of Directors of the Funds, or a majority of the Funds' disinterested Directors,
that a material conflict exists caused by NFS, NFS shall at its own expense,
take whatever steps are necessary to remedy or eliminate such material conflict.
It is agreed that if it is determined by NFS that a material conflict exists
caused by ____________, ____________ shall at its own expense, take whatever
steps are necessary to remedy or eliminate such material conflict.
INDEMNIFICATION
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 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 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.
INDEMNIFICATION BY NFS
NFS agrees to reimburse and/or indemnify and hold harmless ____________ and each
of its directors, officers, employees, agents and each person, if any, who
controls ____________ 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 ____________ 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:
(1) Any untrue statement or alleged untrue statement of any material fact
contained in information furnished by NFS;
(2) The omission or alleged omission to state in the Registration Statements,
Prospectuses, Informational Brochures or other similar material, a material
fact required to be stated therein or necessary to make the statements
therein not misleading;
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(3) Conduct, statements or representations of NFS or its agents, with respect
to the sale and distribution of Contracts for which Fund shares are an
investment option;
(4) The failure of NFS or an NFS Affiliate/Subsidiary to provide the services
and furnish the materials under the terms of this Agreement;
(5) A breach of this Agreement or of any of the representations contained
herein; or
(6) Any failure to register Contracts or Variable Account that do not meet any
exemptions under federal or state securities laws, state insurance laws or
failure to otherwise comply with applicable laws, rules, regulations or
orders.
Provided however, that NFS shall not be liable in any such case to the extent
that 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 NFS by or on behalf of
____________ specifically for use therein.
NFS shall reimburse any legal or other expenses reasonably incurred by
____________ or any Affiliated Party in connection with investigating or
defending any such Losses, provided however, that NFS 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 that NFS may
otherwise have.
INDEMNIFICATION BY
____________ agrees to reimburse and/or indemnify and hold harmless NFS and/or
NFS Affiliate/Subsidiary and each of its directors, officers, employees, agents
and each person, if any, who controls NFS or NFS Affiliate/Subsidiary 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 NFS, NFS Affiliate/Subsidiary 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:
(1) Any untrue statement or alleged untrue statement of any material fact
contained in information furnished by ____________, including but not
limited to, the Registration statements, Prospectuses, or sales literature
of the Funds;
(2) The omission or alleged omission to state in the Registration Statements,
Prospectuses, Informational Brochures or other similar material, a material
fact required to be stated therein or necessary to make the statements
therein no misleading;
(3) ____________'s failure to keep applicable Funds qualified as regulated
investment companies as required by the 1940 Act and applicable regulations
thereunder, and if applicable, fully diversified as is required by the Code
and applicable regulations thereunder;
(4) The failure of ____________ to provide the services and furnish the
materials under the terms of this Agreement;
(5) A breach of this Agreement or of any of the representations contained
herein; or
(6) A failure to register the Funds under federal or state securities laws or
to otherwise comply with such laws, rules, regulations or orders.
Provided however, that ____________ shall not be liable in any such case to the
extent that 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 ____________ by or on
behalf of NFS specifically for use therein.
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____________ shall reimburse any legal or other expenses reasonably incurred by
NFS or any Affiliated Party in connection with investigating or defending any
such Losses, provided however, that ____________ 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
____________ may otherwise have.
SERVICE FEES
In consideration for the Services provided by NFS pursuant to this Agreement,
____________ will calculate and pay, or cause one of its affiliates to pay, and
NFS or an NFS Affiliate/Subsidiary that is registered as a broker/dealer, will
be entitled to receive from ____________ a fee ("Service Fee"). Such fee will be
calculated at an annualized rate equal to the rates shown on Exhibit D of the
average daily net assets of each Fund for which NFS performed administrative
services during the period in which they were earned.
The Service Fees will be paid to NFS, or its designee, by electronic funds
transfer as soon as practicable, but no later than 30 days after the end of the
period in which they were earned. If the Fund assets administered by NFS are
less than $1 billion as of December 31 of the prior calendar year, the Service
Fees will be paid on a quarterly basis. Once assets are greater than $1 billion,
the Service Fees will be paid on a monthly basis. The Service Fee payment will
be accompanied or preceded by a statement showing the calculation of the amounts
being paid by ____________ for the relevant period and such other supporting
data as may be reasonably requested by NFS.
The Service Fee shall be paid either by:
(a) ____________ or one of its affiliates from general operating funds;
(b) ____________ or one of its affiliates from funds received pursuant to a
shareholder service plan ("Rule 12b-1 Plan") a copy of which is
attached as Exhibit E and incorporated herein by reference; or
(c) a combination thereof.
The Service Fee shall be calculated as an annualized percentage of the average
aggregate amount invested in the Funds for the applicable period. The average
aggregate amount shall be computed by totaling the aggregate investment on each
business day during the period and dividing by the total number of Business Days
during the period.
The parties agree that a Service Fee will be paid to NFS or its designee
according to this Agreement with respect to each Fund as long as shares of such
Fund are held by an NFS Affiliate/Subsidiary on behalf of the beneficial owners
of contracts issued by an NFS Affiliate/Subsidiary. This provision will survive
the termination of this Agreement.
NFS and ____________ agree that the Service Fees described in this Agreement are
for administrative and distribution services of the Funds only, and do not
constitute payment in any manner for investment advisory services for the Fund
or for costs of administrative and distribution services on behalf of the
Contracts.
MAINTENANCE FEES
____________ recognizes that NFS incurs certain expenses relating to offering
the Funds listed in the Nationwide Trust Company Program. To offset these
expenses, ____________ shall pay, or cause to be paid, an annual Maintenance Fee
of $2,500 for each of the Funds listed in the Nationwide Trust Company Program
section on Exhibit D. Nationwide, or its designee, shall invoice ____________ in
the fourth
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quarter of each calendar year for the Maintenance Fee due for the upcoming
calendar year. The Maintenance Fee shall be payable on the first Business Day of
each calendar year.
COMPLIANCE WITH AGREEMENT
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 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.
TERMINATION
This Agreement shall terminate as to the availability of shares of the Funds for
new Contracts:
(1) at the option of NFS or ____________ upon at least 90 days advance written
notice to the other;
(2) at any time upon ____________ 's election, if the Funds determine that
liquidation of the Funds is in the best interest of the Funds or their
beneficial owners. Reasonable advance notice of election to liquidate shall
be provided to NFS in order to permit the substitution of Fund shares, if
necessary, with shares of another investment company pursuant to the 1940
Act and other applicable securities regulations;
(3) if the applicable annuity contracts and life insurance policies are not
treated as annuity contracts or life insurance policies by the applicable
regulators or under applicable rules and regulations;
(4) if the Variable Accounts are not deemed "segregated asset accounts" by the
applicable regulators or under applicable rules and regulations;
(5) at the option of NFS, if Fund shares are not available for any reason to
meet the requirements of Contracts as determined by NFS. Reasonable advance
notice of election to terminate (and time to cure) shall be furnished by
NFS;
(6) at the option of NFS or ____________, upon institution of relevant formal
proceedings against the broker-dealer(s) marketing the Contracts, the
Variable Accounts, NFS, an NFS Affiliate/Subsidiary or the Funds by the
NASD, the IRS, the Department of Labor, the SEC, state insurance
departments or any other regulatory body;
(7) upon a decision by NFS, in accordance with the 1940 Act and applicable
regulations, 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. NFS shall give at
least 60 days written notice to ____________ of any proposal to substitute
Fund shares;
(8) upon assignment of this Agreement unless such assignment is made with the
written consent of each party; and
(9) in the event Fund shares are not registered, issued or sold pursuant to
federal law and state securities laws, or such laws preclude the use of
Fund shares as an underlying investment medium of Contracts issued or to be
issued by an NFS Affiliate/Subsidiary. Prompt written notice shall be given
by either party to the other in the event the conditions of this provision
occur.
JURISDICTION
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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PARTNERSHIPS/JOINT VENTURES
Nothing in this Agreement shall be deemed to create a partnership or joint
venture by and among the parties hereto.
AMENDMENTS TO THIS AGREEMENT
This Agreement supersedes any and all prior Agreements made by and between the
parties. This Agreement may not be amended or modified except by a written
amendment, which includes any amendments to the Exhibits, executed by all
parties to the Agreement.
EXECUTION
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.
Except as particularly set forth herein, neither party assumes any
responsibility hereunder and will not be liable to the other for any damages,
loss of data, delay or any other loss whatsoever caused by events beyond its
control.
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 FINANCIAL SERVICES, INC.
__________________________________________
By: Xxxxxxx X. Xxxxxx
Title: Vice President
Investment Management Relationships
__________________________________________
By:
Title:
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EXHIBIT A
This Exhibit corresponds to the Fund Agreement dated __________, 2002
REGISTERED BROKER DEALERS
Nationwide Securities, Inc.
Nationwide Investment Services Corporation
AFFILIATES AND SUBSIDIARIES
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Nationwide Trust Company, FSB
Nationwide Retirement Solutions, Inc.
National Deferred Compensation, Inc.
VARIABLE ACCOUNTS
Nationwide Variable Account
Nationwide Variable Account-II
Nationwide Variable Account-3
Nationwide Variable Account-4
Nationwide Variable Account-5
Nationwide Variable Account-6
Nationwide Variable Account-7
Nationwide Variable Account-8
Nationwide Variable Account-9
Nationwide Variable Account-10
Nationwide Variable Account-11
Nationwide Variable Account-12
Nationwide Variable Account-13
Multi-Flex Variable Account
Nationwide VA Separate Account-A
Nationwide VA Separate Account-B
Nationwide VA Separate Account-C
Nationwide VA Separate Account-D
Nationwide VLI Separate Account
Nationwide VLI Separate Account-2
Nationwide VLI Separate Account-3
Nationwide VLI Separate Account-4
Nationwide VLI Separate Account-5
Nationwide VLI Separate Account-6
Nationwide VL Separate Account
Nationwide VL Separate Account-A
Nationwide VL Separate Account-B
Nationwide VL Separate Account-C
Nationwide VL Separate Account-D
Nationwide DC Variable Account
Nationwide DC variable Account-II
NACo Variable Account
Nationwide Governmental Plans Variable Account
Nationwide Governmental Plans Variable Account-II
Nationwide Qualified Plans Variable Account
Nationwide Private Placement Variable Account
Ohio DC Variable Account
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EXHIBIT B
This Exhibit corresponds to the Fund Agreement dated ________, 2002
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EXHIBIT C
Services Provided by NFS
Pursuant to the Agreement, NFS shall perform all administrative and shareholder
services with respect to the Contracts and Plans, including but not limited to,
the following:
1. Maintaining separate records for each Contract owner and each Plan, which
shall reflect the Fund shares purchased and redeemed and Fund share
balances of such Contract owners and Plans. Nationwide will maintain
accounts with each Fund on behalf of Contract owners and Plans, and such
account shall be in the name of Nationwide (or its nominee) as the record
owner of shares owned by such Contract owners and Plans.
2. Disbursing or crediting to Contract owners and Plans 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 and Plans, as required by
law, periodic statements showing the total number of shares owned as of the
statement closing date, purchases and redemptions of Fund shares 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 and Plans.
4. Supporting and responding to service inquires from Contract owners and
Plans.
5. Maintaining and preserving all records required by law to be maintained and
preserved in connection with providing the Services for Contract owners and
Plans.
6. Generating written confirmations and quarterly statements to Contract
owners and Plan participants.
7. Distributing to Contract owners and Plans, 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 of the
Contract owners and Plans.
13
EXHIBIT D
TO FUND AGREEMENT
This Exhibit corresponds with the Fund Agreement dated ________, 2002.
-------------------------------------------------------------------------------------
BASIS POINTS PER ANNUM
-------------------------------------------------------------------------------------
- Whatever Fund - Class A (30 Bps) Funds available for NFS (including any
- Whatever Fund - Class A (10 Bps) affiliates and/or subsidiaries)
- Whatever Fund - Class A (20 Bps)
-------------------------------------------------------------------------------------
- Whatever Fund- Class A (50 Bps) Funds Participating in the Nationwide Trust
Company Program
-------------------------------------------------------------------------------------
14
EXHIBIT E (12b-1 PLAN)
TO FUND AGREEMENT
This Exhibit corresponds with the Fund Agreement dated_______, 2002.
15
