FUND PARTICIPATION AGREEMENT
THIS
AGREEMENT is entered into as of
this 1st day of
May, 2007 among NATIONWIDE FINANCIAL SERVICES, INC. on behalf of its subsidiary
life insurance companies listed on Attachment B (collectively "Nationwide"),
and
certain of its separate accounts; NATIONWIDE FUND MANAGEMENT LLC (“NFM”), a
subsidiary of Nationwide, on its own behalf and on behalf of Nationwide Variable
Insurance Trust; AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end
management investment company organized under the laws of the Commonwealth
of
Massachusetts, and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a
corporation organized under the laws of the State of Delaware.
WITNESSETH:
WHEREAS,
Nationwide proposes to issue,
now and in the future, certain multi-manager variable annuity contracts and/or
variable life policies (the “Contracts”);
WHEREAS,
Nationwide has established
pursuant to applicable insurance law one or more separate accounts (each, an
“Account”) for purposes of issuing the Contracts and has or will register each
Account (unless the Account is exempt from such registration) with the United
States Securities and Exchange Commission (the “Commission”) as a unit
investment trust under the Securities Act of 1933 (the “1933 Act”) and the
Investment Company Act of 1940 (the “1940 Act”);
WHEREAS,
the Contracts, which are or
will be registered by Nationwide (unless exempt from such registration) with
the
Commission for offer and sale, will be in compliance with all applicable laws
prior to being offered for sale;
WHEREAS,
the Series has received a
“Mixed and Shared Funding Order” from the Commission granting relief from
certain provisions of the 1940 Act and the rules thereunder to the extent
necessary to permit shares of the Series to be sold to variable annuity and
life
insurance separate accounts of unaffiliated insurance companies;
WHEREAS,
the Series is divided into various funds (the “Master Funds”), and each Master
Fund is subject to certain fundamental investment policies which may not be
changed without a majority vote of the shareholders of such Master
Fund;
WHEREAS, Nationwide
Variable Insurance Trust, a Delaware statutory trust that is registered as
an
investment company pursuant to the 1940 Act (the “Trust”) is divided into
various series (the “Portfolios”), and each Portfolio has its own assets and
liabilities and invests in securities in accordance with its investment
objectives and policies, as described in the registration statement for the
Portfolios;
WHEREAS, certain
Portfolios propose to hold as their only investment shares of a corresponding
Master Fund as set forth in Attachment A, as such Appendix may be amended
from time to time by mutual agreement in writing, with each such Portfolio
having the same investment objective and compatible fundamental investment
restrictions and policies as the corresponding Master Fund as described in
the
registration statement for the Master Fund;
WHEREAS,
certain Master Funds (through the Portfolios) listed in Attachment A to
this Agreement will serve as certain of the underlying investment mediums for
the Contracts issued with respect to the Accounts listed on Attachment B;
and
WHEREAS,
CRMC is the investment adviser for the Series.
NOW,
THEREFORE, in consideration of the foregoing and of mutual covenants and
conditions set forth herein and for other good and valuable consideration,
Nationwide, NFM, the Series and CRMC hereby agree as follows:
1. The
Series and CRMC each represents and warrants to Nationwide and NFM
that: (a) a registration statement under the 1933 Act and under the
1940 Act (collectively, the “SEC Filings”) with respect to the Series has been
filed with the Commission in the form previously delivered to Nationwide and
NFM, and copies of any and all amendments thereto will be forwarded to
Nationwide and NFM at the time that they are filed with the Commission; (b)
the
Series is, and shall be at all times while this Agreement is in force, lawfully
organized, validly existing, and properly qualified as an open-end management
investment company in accordance with the laws of the Commonwealth of
Massachusetts; (c) the Series’ registration statement and any further
amendments thereto will, when they become effective, and all definitive
prospectuses and statements of additional information and any further
supplements thereto (the “Prospectus”) shall, conform in all material respects
to the requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder, and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statement therein not misleading;
provided, however, that this representation and warranty shall not apply to
any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Series by Nationwide and NFM expressly for use
therein; and (d) the Series and CRMC will comply in all material respects with
all applicable laws and regulations, including, without limitation, the 1933
Act
and the 1940 Act and the rules and regulations thereunder.
2a. NFM
(on behalf of itself and the Trust) represents and warrants to the Series and
CRMC that (a) the shares of the Portfolios are or will be registered under
the
1933 Act and that the shares will be issued, sold and distributed in compliance
in all material respects with all applicable federal securities laws; (b) the
Trust is, and shall be at all times while this Agreement is in force, lawfully
organized and validly existing under the laws of Delaware; (c) the Trust is
and
shall remain at all times while this Agreement is in force, registered as an
open-end management investment company under the 1940 Act; and (d) the SEC
Filings (including the registration statement) of the Trust conform or, when
they become effective, will conform in all material respects to the requirements
of the 1933 Act and the 1940 Act, and the rules and regulations of the
Commission thereunder, and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made
in reliance upon and in conformity with information furnished in writing to
the
Trust by CRMC or the Series expressly for use therein.
2b. Nationwide,
NFM and the Trust will comply in all material respects with all applicable
laws
and regulations, including, without limitation, the 1933 Act and the 1940 Act
and the rules and regulations thereunder.
3a. The
Series will furnish to Nationwide and NFM such information with respect to
the
Series in such form and signed by such of its officers as Nationwide and NFM
may
reasonably request, and will warrant that the statements therein contained
when
so signed will be true and correct. The Series will advise Nationwide
and NFM immediately of: (a) the issuance by the Commission of any
stop order suspending the effectiveness of the registration statement of the
Series or the initiation of any proceeding for that purpose; (b) the institution
of any proceeding, investigation or hearing involving the offer or sale of
the
Contracts or the Series of which it becomes aware; or (c) the happening of
any
material event, if known, which makes untrue any statement made in the
registration statement of the Series or which requires the making of a change
therein in order to make any statement made therein not misleading.
3b. The
Series will use best efforts to register for sale under the 1933 Act and, if
required, under state securities laws, such additional shares of the Series
as
may reasonably be necessary for use as the funding vehicle for the
Contracts.
4. The
Series agrees to make Class 1 shares of the Master Funds listed on Attachment
A hereto available to the Portfolios. Master Fund shares to be
made available to Accounts for the Contracts (through the Portfolios) shall
be
sold by the Series and purchased by the Trust for a given Account at the net
asset value of the respective class of the respective Master Fund (without
the
imposition of a sales load) next computed after receipt of each order by the
Series or its designee, as established in accordance with the provisions of
the
then current Prospectus of the Series.
For
purposes of this Paragraph 4, Nationwide shall be a designee of the Trust and
the Series for receipt of such orders from each Account, and receipt by such
designee by 4:00 p.m. Eastern time (or other such time the Board of Trustees
of
the Series shall so designate) shall constitute receipt by both the Trust and
the Series; provided that the Trust and the Series each receive notice of such
order by 9:30 a.m. Eastern time on the following Business Day (“Next Business
Day”). “Business Day” shall mean any day on which the New York Stock
Exchange (“NYSE”) is open for trading and on which the Series calculates the net
asset values of each class of shares of each Master Fund pursuant to the rules
of the Commission. The Series will make the Class 1 shares of each
Master Fund available indefinitely for purchase at the applicable net asset
value per share by the Trust and the Accounts on those days on which the Series
calculates the net asset values of each such class pursuant to the rules of
the
Commission, and the Series shall use its best efforts to calculate such net
asset values on each day on which the NYSE is open for trading. The
Series shall make the net asset value per share for Class 1 shares of each
Master Fund available to the Trust on a daily basis as soon as reasonably
practical after the Series calculates such net asset values per share, and
the
Series shall use its best efforts to make such net asset values per share
available by 6:30 p.m. Eastern time. CRMC and the Series shall report
to NFM and Nationwide any material error in the calculation of the net asset
values, dividends or capital gain information as soon as practicable upon
discovery. The Series and CRMC are responsible for maintaining net
asset values for each class of each Fund in accordance with the requirements
of
the 1940 Act and the Series’ then current Prospectus. Payments for
shares purchased will be made in federal funds transmitted by wire on the Next
Business Day, and NFM and the Series shall each use commercially reasonable
efforts to wire (or cause to be wired) funds to the other, for the purpose
of
settling net purchase orders or orders of redemption, by 3:00 p.m. Eastern
time
on the Next Business Day.
The
Series reserves the right to
temporarily suspend sales if the Board of Trustees of the Series, acting in
good
faith and in light of its fiduciary duties under federal and any applicable
state laws, deems it appropriate and in the best interests of shareholders
or in
response to the order of an appropriate regulatory authority. Further, the
Series reserves the right to reject any purchase order if, in the opinion of
the
officers of the Series or CRMC, the trading activities of any contract owner,
through the Trust, is or potentially may be harmful to the Series.
Nationwide
and the Trust have policies and procedures in place to detect and discourage
short-term or disruptive trading practices, which may include (but is not
limited to) monitoring Contract holder trading activity. Nationwide,
NFM and the Trust reserve the right to refuse, to impose limitations on, or
to
limit any transaction request if the request would tend to disrupt Contract
administration or is not in the best interest of the Contract holders or an
Account or Subaccount.
5.
NFM shall cause the Trust to make shares of the Portfolios listed on
Attachment A available only to Nationwide and will register for sale
under the 1933 Act and, if required, under state securities laws, such
additional shares of the Portfolios as may reasonably be necessary for use
as
the funding vehicle for the Contracts and to maintain a continuous offering
of
the shares of the Portfolios.
6. The
Contracts funded through each Account will provide for the allocation of net
amounts among certain Subaccounts corresponding to the Class 1 shares of each
Master Fund (each, a “Subaccount”) for investment in shares of the Portfolios as
may be offered from time to time in the Contracts. The selection of
the particular Subaccount is to be made by the Contract owner and such selection
may be changed in accordance with the terms of the Contracts.
7. Transfer
of the Series’ shares will be by book entry only. No stock
certificates will be issued to the Accounts or Portfolios. Shares
ordered from a particular Master Fund will be recorded by the Series as
instructed by NFM in an appropriate title for the corresponding
Portfolio. Shares ordered from a particular Portfolio will be
recorded by NFM or the Trust’s transfer agent as instructed by Nationwide in an
appropriate title for the corresponding Account or Subaccount.
8. The
Series shall furnish notice promptly to NFM of any dividend or distribution
payable on any shares of the Master Funds held by the
Portfolios. NFM, on behalf of the Trust, hereby elects to receive all
such dividends and distributions as are payable on shares of a Master Fund
recorded in the title for the corresponding Portfolio in additional shares
of
that Master Fund. The Series shall notify NFM of the number of shares
so issued. NFM reserves the right to revoke this election and to
receive all such income dividends and capital gain distributions in
cash.
9. The
Series shall effect redemptions of interests in the Master Funds in accordance
with the terms of the Master Funds’ then current Prospectus and the provisions
of the 1940 Act and the rules and regulations thereunder. For
purposes of this Paragraph 9, Nationwide shall be a designee of each Portfolio
and each Master Fund for receipt of requests for redemption from each Account,
and receipt by such designee by 4:00 p.m. Eastern time (or other such time
the
Boards of Trustees of the Trust and the Series shall so designate) shall
constitute receipt by the Trust and the Series; provided that the Trust or
Series each receives actual notice of such request for redemption by 9:30 a.m.
Eastern time on the Next Business Day. Nationwide shall purchase and
redeem the shares of the Portfolios offered by the then current Prospectus
of
the Trust in accordance with the provisions of such Prospectus.
All
redemption requests, including any redemptions requests that the Trust receives
from an Account which necessitate a redemption request to the Series and a
redemption of a Portfolio’s entire interest from a Master Fund, will be effected
in cash at the next determined net asset value after the redemption request
is
received, payable in federal funds. The Series will use its best efforts to
settle redemptions on the business day following the receipt of a redemption
request by the Series and if such next business day settlement is not
practicable, then as soon thereafter as practicable, and will immediately notify
the Trust regarding the anticipated settlement date, which shall in all events
be a date permitted under the 1940 Act. The Trust will settle
redemptions immediately upon receipt of proceeds from the
Series.
10. The
Series shall pay all expenses incidental to its performance under this
Agreement. The Series shall see to it that all of its shares are
registered and authorized for issue in accordance with applicable federal and
state laws prior to their purchase for the Account. The Series shall
bear the expenses for the cost of registration of its shares, preparation of
prospectuses and statements of additional information to be sent to existing
Contract owners (upon request in the case of the statement of additional
information), proxy statements and related materials and annual and semi-annual
shareholder reports, the printing and distribution of such items to each
Contract owner who has allocated net amounts to any Subaccount, the preparation
of all statements and notices required from it by any federal or state law,
and
taxes on the issue or transfer of the Series’ shares subject to this
Agreement. The Series will provide Nationwide, at least once a year,
with enough copies of its Statement of Additional Information to be able to
distribute one to each Contract owner or prospective Contract owner who requests
such Statement of Additional Information.
With
respect to any prospectus and annual and semi-annual reports (the “Reports”) of
the Series that are printed in combination with any one or more such Reports
of
other investment options for the Contracts (the “Booklet”), the Series shall
bear the costs of printing and mailing the Booklet to existing Contract owners
based on the ratio of the number of pages of the Series’ Reports included in the
Booklet to the number of pages in the Booklet as a whole.
11. Nationwide
shall bear the expenses for the cost of preparation and delivery of Series
prospectuses (and supplements thereto) to be sent to prospective Contract
owners. The Series shall provide, at its expense, such documentation
(in camera-ready or other mutually agreeable form) and other assistance as
is
reasonably necessary in order for Nationwide once each year (or more frequently
if the prospectus for the Series is amended), and twice each year in the case
of
the annual and semi-annual shareholder reports, to have the prospectus or
prospectuses, and the annual and semi-annual shareholder reports for the
Contracts and the Series, printed together in one or more documents (such
printing to be done at Nationwide’s expense with respect to prospective
investors).
12. Nationwide
and NFM represent and warrant to the Series that any information furnished
in
writing by Nationwide or NFM to the Series for use in the registration statement
of the Series will not result in the registration statement’s failing to conform
in all respects to the requirements of the 1933 Act and the 1940 Act and the
rules and regulations thereunder or containing any untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
The
Series represents and warrants to Nationwide and NFM that any information
furnished in writing by the Series to Nationwide or NFM for use in the
registration statement of the Trust or Nationwide will not result in the
registration statement’s failing to conform in all respects to the requirements
of the 1933 Act and the 1940 Act and the rules and regulations thereunder or
containing any untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.
13. Nationwide,
NFM and their affiliates shall make no representations concerning the Series’
shares except those contained in the then current Prospectus of the Series,
current statement of additional information of the Series, in such printed
information subsequently issued on behalf of the Series or other funds managed
by CRMC as supplemental to the Series’ Prospectus, in information published on
the Series’ or CRMC’s internet site, or in materials approved by CRMC or its
affiliate.
14. Shares
of the Series may be offered to separate accounts of various insurance companies
in addition to Nationwide. The Series represents, warrants and
covenants that no shares of the Series shall be sold to the general public
in
contravention of Section 817 of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (the “Code”). The Series agrees that
each Master Fund will comply with the diversification requirements of Section
817. The Series also agrees to maintain each Master Fund’s
qualification as a “regulated investment company” (“RIC”) under the
Code. The Series will provide Nationwide and NFM with securities
holdings reports for each Master Fund within ten days after each calendar
quarter.
15. The
parties to this Agreement recognize that due to differences in tax treatment
or
other considerations, the interests of various Contract owners participating
in
one or more of the Portfolios or Master Funds might, at some time, be in
conflict. Each party shall report to the other party any potential or
existing conflict of which it becomes aware. The Board of Trustees of
the Series shall promptly notify Nationwide and NFM of the existence of
irreconcilable material conflict and its implications. If such a
conflict exists, Nationwide will, at its own expense, take whatever action
it
deems necessary to remedy such conflict; in any case, Contract owners will
not
be required to bear such expenses.
The
Series hereby notifies Nationwide
and NFM that it may be appropriate to include in the Prospectus pursuant to
which a Contract is offered disclosure regarding the risks of mixed and shared
funding.
16. Nationwide
and NFM agree to indemnify and hold the Series and CRMC harmless against any
and
all losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses) to which the Series or CRMC may be subject under
any
statute, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements arising
as a result of Nationwide’s or NFM’s: (a) making untrue statements of
material facts or omitting material facts in the Trust’s or a Contract’s
registration statement, prospectus, statement of additional information,
semi-annual or annual reports to Contract owners and sales literature for the
Contracts; (b) making untrue statements of material facts that the Series or
CRMC includes in the same materials of the Series, provided that Series or
CRMC
relies on information supplied by Nationwide or NFM; (c) unlawful conduct,
bad
faith, willful malfeasance, or gross negligence by Nationwide with respect
to
the sale of the Contracts, Portfolio or Master Fund shares; and (d) breaching
this Agreement or a representation or warranty.
17. The
Series and CRMC each agrees to indemnify and hold Nationwide, NFM and the Trust
and/or their respective affiliates (“Nationwide Parties”) harmless against any
and all losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses) to which the Nationwide Parties may be subject under
any statute, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
arising as a result of the Series’, or CRMC’s: (a) making untrue
statements of material facts or omitting material facts in the Series’
registration statement, prospectuses or statements of additional information,
semi-annual and annual reports to shareholders, and sales literature; (b) making
untrue statements of material facts that the Series includes in its materials,
provided a Nationwide Party relies on information supplied by the Series; (c)
unlawful conduct, bad faith, willful malfeasance, or gross negligence by the
Series with respect to the sale of the Contracts, Portfolio or Master Fund
shares or the operation of the Series or a Master Fund; (d) failure
of the Series to comply with any Master Fund’s investment objectives, policies
and restrictions; and (e) breaching this Agreement or a representation or
warranty, including, but not limited to, the representations, warranties and
covenants in Section 14.
18. Nationwide
shall be responsible for assuring that the Account calculates pass-through
voting privileges of Contract owners in a manner consistent with the method
of
calculating pass-through voting privileges set forth in the current
Contract.
19. The
parties understand that there is no intention to create a joint venture in
the
subject matter of this Agreement. Accordingly, the right to terminate
this Agreement and to engage in any activity not inconsistent with this
Agreement is absolute. This Agreement will terminate:
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(a)
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by
mutual agreement at any time; or
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(b)
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any
party at any time upon sixty days’ written notice to the other parties;
or
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(c)
|
at
the option of Nationwide, NFM, CRMC or the Series upon ten calendar
days’
prior written notice to the other party if a final non-appealable
administrative or judicial decision is entered against the other
party
which has a material impact on the Contracts;
or
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(d)
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at
the option of Nationwide or NFM, upon ten calendar days’ prior written
notice, if shares of the Series are not reasonably available;
or
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(e)
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at
the option of Nationwide or NFM, immediately upon written notice,
if the
Series or CRMC fails to meet the requirements for either diversification
under Section 817 or RIC status under the Code;
or
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(f)
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in
the event the Series’ shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such law precludes
the use of such shares as an underlying investment for the Portfolios
or
the Contracts issued or to be issued by Nationwide; in such event
prompt
notice shall be given by Nationwide, NFM or the Series to each of
the
other parties; or
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(g)
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at
Nationwide’s or NFM’s option by written notice to the Series and/or CRMC
if Nationwide shall determine in its sole judgment exercised in good
faith, that either the Series or CRMC has suffered a material adverse
change in its business, operations, financial condition or prospects
since
the date of this Agreement or is the subject of material adverse
publicity; or
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(h)
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at
the option of the Series or CRMC by written notice to Nationwide
and NFM
if the Series or CRMC shall determine in its sole judgment exercised
in
good faith, that Nationwide or NFM has suffered a material adverse
change
in its business, operations, financial condition or prospects since
the
date of this Agreement or is the subject of material adverse
publicity.
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The
effective date for termination
pursuant to any notice given under this Paragraph shall be calculated beginning
with the date of receipt of such notice.
20. All
notices, consents, waivers, and other communications under this Agreement must
be in writing, and will be deemed to have been duly received: (a)
when delivered by hand (with written confirmation of receipt); (b) when sent
by
telecopier (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested; or (c) the day after it
is
sent by a nationally recognized overnight delivery service, in each case to
the
appropriate addresses and telecopier numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by notice to the other
parties):
If
to Nationwide:
Nationwide
Financial Services
Xxx
Xxxxxxxxxx Xxxxx, 0-00-X0
Xxxxxxxx,
Xxxx 00000
Attention:
AVP Associate General Counsel
Facsimile
No.: 614.249.2112
with
a copy to:
Nationwide
Financial
Xxx
Xxxxxxxxxx Xxxxx 0-00-00
Xxxxxxxx,
Xxxx 00000
Attention:
Product Officer
Facsimile
No.: (614) 249- 7166
If
to NFM:
Nationwide
Fund Management LLC
0000
Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx,
XX 00000
Attn:
Legal Dept.
Facsimile
No.: (000) 000-0000
If
to Series:
American
Funds Insurance
Series
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxx, Senior Vice President
Facsimile
No.: (000) 000-0000
with
a copy to:
Capital
Research and Management Company
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund
Business Management Group
Facsimile
No.: (000)
000-0000
If
to CRMC:
Capital
Research and Management Company
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx
X. Xxxxxx, Senior Vice President and Legal Counsel,
Fund
Business Management Group, and Secretary
Facsimile
No.: (000) 000-0000
with
a copy to:
Capital
Research and Management Company
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund
Business Management Group
Facsimile
No.: (000) 000-0000
21. If
this Agreement terminates, any provision of this Agreement necessary to the
orderly windup of business under it will remain in effect as to that business,
after termination.
22. If
this Agreement terminates, the Series, at Nationwide’s option, will continue to
make additional shares of the Series available for all existing Contracts as
of
the effective date of termination (under the same terms and conditions as were
in effect prior to termination of this Agreement with respect to existing
Contract owners), unless the Series liquidates or applicable laws prohibit
further sales. Nationwide agrees not to redeem shares
unless: (i) the Agreement is terminated pursuant to Section 19(d) or
19(e); (ii) legitimately required to do so according to a Contract owner’s
request; or (iii) under an order from the Commission or pursuant to a vote
of
Contract owners.
23. The
obligations of the Series under this Agreement are not binding upon any of
the
Trustees, officers, employees or shareholders (except CRMC if it is a
shareholder) of the Series individually, but bind only the Series’
assets. When seeking satisfaction for any liability of the Series in
respect of this Agreement, NFM, Nationwide and the Account agree not to seek
recourse against said Trustees, officers, employees or shareholders, or any
of
them, or any of their personal assets for such
satisfaction. Notwithstanding the foregoing, if Nationwide or NFM
seek satisfaction for any liability of the Series in respect of this Agreement,
Nationwide (on behalf of itself or any Account) and/or NFM may seek recourse
against CRMC.
24. This
Agreement shall be construed in accordance with the laws of the Commonwealth
of
Massachusetts.
25. This
Agreement and the parties’ rights, duties and obligations under this Agreement
are not transferable or assignable by any of them without the express, prior
written consent of the other parties hereto. Any attempt by a party
to transfer or assign this Agreement or any of its rights, duties or obligations
under this Agreement without such consent is void; provided, however, that
a
merger of, reinsurance arrangement by, or change of control of a party shall
not
be deemed to be an assignment for purposes of this Agreement.
26. The
following Paragraphs shall survive any termination of this
Agreement: 4, 16, 17, 20-26.
27. This
Agreement and any amendment to it may be executed in one or more counterparts.
All of those counterparts shall constitute one and the same
agreement.
28. This
Agreement replaces and supersedes the Fund Participation Agreement, dated May
1,
2006, among Nationwide Financial Services, Inc. on behalf of certain subsidiary
life insurance companies and separate accounts, Gartmore SA Capital Trust,
on
its own behalf and on behalf of Gartmore Variable Insurance Trust, American
Funds Insurance Series and Capital Research and Management Company.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested as of the date first above written.
NATIONWIDE
FINANCIAL SERVICES, INC.
(on
behalf of itself and each Account)
Attest:
By: _______________________________
[Xxxxx
X. Xxxxxx]
___________________________ Its: [Attorney-in-Fact]
NATIONWIDE
FUND MANAGEMENT LLC
(on
behalf of itself and the
Trust)
Attest:
By: _______________________________
[Xxxx
X. Xxxxx]
___________________________ Its:
AMERICAN
FUNDS INSURANCE SERIES
Attest:
By: _______________________________
___________________________ Its: Secretary
CAPITAL
RESEARCH AND MANAGEMENT COMPANY
Attest:
By: _______________________________
___________________________ Its: Vice
President and Secretary
Attachment
A
Master
Funds and Corresponding Portfolios
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American
Funds Insurance Series Master Funds:-
|
Nationwide
Variable Insurance Trust Portfolios:
|
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q Growth
Fund Class I
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q American
Funds NVIT Growth Fund
|
|
q Global
Growth Fund Class I
|
q American
Funds NVIT Global Growth Fund
|
|
q Bond
Fund Class I
|
q American
Funds NVIT Bond Fund
|
|
q Asset
Allocation Fund Class I
|
q American
Funds NVIT Asset Allocation Fund
|
|
q Growth-Income
Fund Class I
|
q American
Funds NVIT Growth-Income Fund
|
Attachment
B
Subsidiary
Life Insurance Companies:
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
Nationwide
Life Insurance Company of America
Nationwide
Life and Annuity Company of America
LIST
OF ACCOUNTS:
Nationwide
Variable Account- II
Nationwide
Variable Account- 7
Nationwide
Variable Account- 9
Nationwide
VLI Separate Account- 2
Nationwide
VLI Separate Account- 4
Nationwide
VLI Separate Account- 7
Nationwide
Separate Account VL- G
Nationwide
Provident VLI Separate Account A
