FUND PARTICIPATION AGREEMENT
This
Agreement, made and entered into as of the 1st day of
September,
1989, by and among, Nationwide Life Insurance Company (“Nationwide”), and Xxx
Xxx Investment Trust (“Trust”), the Trust’s investment adviser, Xxx Xxx
Associates Corporation (“Adviser”), and the Trust’s Distributor, Xxx Xxx
Securities Corporation (“Distributor”) each of which hereby agrees that shores
of the Trust’s Gold and Natural Resources Fund and Global Bond Fund
(“Portfolios”) shall be made available to serve as an underlying investment
medium for Individual Deferred Variable Annuity and Variable Life contracts
(collectively “Contracts”) to be offered by Nationwide subject to the following
provisions:
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1.
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Nationwide
represents that it has established the Nationwide Variable Account–II and
the Nationwide VLI Separate Account–2 (collectively and individually, the
“Variable Account”), as separate accounts under Ohio law, and has
registered them as unit investment trusts under the Investment Company
Act
of 1940 (“1940 Act”) to serve as investment vehicles for the
Contracts. The Contracts provide for the allocation of net
amounts received by Nationwide to separate series of the Variable
Account
for investment in the shares of specified investment companies selected
among those companies available through the Variable Account to act
as
underlying investment media. Selection of a particular
investment company is made by the Contract owner who may change such
selection from time to time in accordance with the terms of the applicable
Contract.
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2.
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Nationwide
agrees to make every reasonable effort to market its
Contracts. It will use its best efforts to give equal emphasis
and promotion to shares of the Trust as is given to other underlying
investments of the Variable Account. In marketing its
Contracts, Nationwide will comply with all applicable state or Federal
laws.
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3.
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The
Adviser will provide closing net asset value, dividend and capital
gain
information at the close of trading each business day to
Nationwide. “Business day” shall mean any day on which the New
York Stock Exchange is open for trading and on which the Trust calculates
its net asset value as set forth in the Trust’s prospectus and Statement
of Additional Information. Nationwide will use this data to
calculate unit values, which will in turn be used to process that
same
business day’s Variable Account unit value. The Variable
Account processing will be done the same evening, and orders will
be
placed the morning of the following business day. Orders will
be sent directly to the Trust or its specified agent, and payment
for
purchases will be wired to a custodial account designated by the
Trust or
the Advisor, so as to coincide with the order for Trust
shares. The Adviser will execute the orders at the net asset
value as determined as of the close of trading on the prior
day. Dividends and capital gains distributions shall be
reinvested in additional shares at the ex-date net asset
value. Notwithstanding for providing Nationwide with net asset
value, dividend and capital gain information when the New York Stock
Exchange is closed, when an emergency exists making the valuation
of net
assets not reasonably practicable, or during any period when the
Securities and Exchange Commission (“SEC”) has by order permitted the
suspension of pricing shares for the protection of
shareholders.
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4.
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All
expenses incident to the performance by the Trust under this Agreement
shall be paid by the Trust. The Trust shall pay the cost of
registration of Trust shares with the SEC. The Trust shall
distribute, or cause to be distributed, to the Variable Account,
proxy
material, periodic Trust reports to shareholders and other material
the
Trust may require to be sent to Contract owners. The Trust
shall pay the cost of qualifying Trust shares in states where
required. The Trust will provide Nationwide, or cause
Nationwide to be provided with, a reasonable quantity of the Trust’s
Prospectus and the reports to be used in contemplation of this
Agreement. The Trust will provide Nationwide a copy of the
Statement of Additional Information suitable for
duplication.
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5.
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Nationwide
and its agents shall make no representations concerning the Trust
or Trust
shares except those contained in the then current prospectuses of
the
Trust and in current printed sales literature of the
Trust.
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6.
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The
Trust and Adviser shall comply with Sections 817(h) and 851 of the
Internal Revenue Code of 1986, if applicable, and the regulations
thereunder, and the applicable provisions of the 1940 Act relating
to the
diversification requirements for variable annuity, endowment, and
life
insurance contracts. The Adviser shall provide Nationwide
within ten business days after the end of each calendar quarter with
a
letter from the appropriate Trust officer certifying the Trust’s
compliance with the diversification requirements and qualification
as a
regulated investment company, and a detailed listing of the individual
securities held by the Trust.
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7.
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Nationwide
agrees to inform the Board of Trustees of the Trust of the existence
of or
any potential for any material irreconcilable conflict of interest
between
the interests of the Contract owners of the Variable Account investing
in
the Trust and/or any other separate account of any other insurance
company
investing in the Trust.
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A
material irreconcilable conflict may arise for a variety of reasons,
including:
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(a)
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an
auction by any state insurance or other regulatory
authority;
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(b)
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a
change in applicable federal or state insurance, tax or securities
laws or
regulations, or a public ruling, private letter ruling, or any similar
action by insurance, tax or securities regulatory
authorities;
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(c)
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an
administrative or judicial decision in any relevant
proceeding;
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(d)
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the
manner in which the investments of any Portfolio are being
managed;
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(e)
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a
difference in voting instructions given by Contract owners and variable
life insurance contract owners or by contract owners of different
life
insurance companies utilizing the Trust;
or
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(f)
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a
decision by Nationwide to disregard the voting instructions of contract
owners.
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Nationwide
will be responsible for assisting the Board of Trustees of the Trust in carrying
out its responsibilities by providing the Board with all information reasonably
necessary for the Board to consider any issue raised, including information
as
to a decision by Nationwide to disregard voting instructions of Contract
owners.
It
is
agreed that if it is determined by a majority of the members of the Board of
Trustees of the Trust or a majority of its disinterested Trustees that a
material irreconcilable conflict exists affecting Nationwide, Nationwide shall,
at its own expense, take whatever steps are necessary to remedy or eliminate
the
irreconcilable material conflict, which steps may include, but are not limited
to,
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(a)
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withdrawing
the assets allocable to some or all of the separate accounts from
the
Trust or any Portfolio and reinvesting such assets in a different
investment medium, including another Portfolio of the Trust or submitting
the questions of whether such segregation should be implemented to
a vote
of all affected Contract owners and, as appropriate, segregating
the
assets of any particular group (i.e., annuity Contract owners, life
insurance Contract owners or qualified Contract owners) that votes
in
favor of such segregation, or offering to the affected Contract owners
the
option of making such a change;
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(b)
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establishing
a new registered management investment company or managed separate
account.
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If
a
material irreconcilable conflict arises because of Nationwide’s decision to
disregard Contract owner voting instructions and that decision represents a
minority position or would preclude a majority vote, Nationwide may be required,
at the Trust’s election, to withdraw the Variable Account’s investment in the
Trust. No charge or penalty will be imposed against the Variable
Account as a result of such withdrawal. Nationwide agrees that any
remedial action taken by it in resolving any material conflicts of interest
will
be carried out with a view only to the interests of Contract
owners.
For
purposes hereof, a majority of the disinterested members of the Board of
Trustees of the Trust shall determine whether any proposed action adequately
remedies any material irreconcilable conflict. In no event will the
Trust be required to establish a new funding medium for any
Contracts. Nationwide shall not be required by the terms hereof to
establish a new funding medium for any Contracts if an offer to do so has been
declined by vote of a majority of affected Contract owners.
The
Trust
will undertake to promptly make known to Nationwide the Board of Trustees’
determination of the existence of a material irreconcilable conflict and its
implications.
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8.
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This
Agreement shall terminate as to the sale and issuance of new
Contracts:
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(a)
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at
the option of Nationwide, the Adviser or the Trust upon six months’
advance written notice to the
other;
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(b)
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at
the option of the Trust, if the Trust determines that liquidation
of the
Trust is in the best interests of the Trust and its beneficial
owners. Reasonable advance notice of election to liquidate
shall be furnished by the Trust, to permit the substitution of Trust
shares with the shares of another investment company, pursuant to
SEC
regulation;
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(c)
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at
the option of Nationwide if Trust shares are not available for any
reason
to meet the requirements of Contracts as determined by
Nationwide. Reasonable advance notice of election to terminate
shall be furnished by Nationwide;
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(d)
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at
the option of Nationwide, the Adviser or the Trust, upon institution
of
formal proceedings against the Broker-Dealer or Broker-Dealers marketing
the Contracts, the Variable Account, Nationwide or the Trust by the
National Association of Securities Dealers (“NASD”), the SEC or any other
regulatory body;
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(e)
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upon
a decision by Nationwide, in accordance with regulations of the SEC,
to
substitute such Trust shares with the shares of another investment
company
for Contracts for which the trust shares have been selected to serve
as
the underlying investment medium. Nationwide will give 60 days’
written notice to the Trust and the Adviser of any proposed vote
to
replace Trust shares;
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(f)
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upon
assignment of this Agreement unless made with the written consent
of each
other party;
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(g)
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in
the event Trust shares are not registered, issued or sold in conformance
with Federal law or such law precludes the use of Trust shares as
an
underlying investment medium of Contracts issued or to be issued
by
Nationwide. Prompt notice shall be given by either party to the
other in the event the conditions of this provision
occur.
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9.
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Termination
as the result of any cause listed in the preceding paragraph, except
for
paragraph 8.(b), shall not affect the Trust’s obligation to furnish Trust
shares for Contracts then in force for which the shares of the Trust
serve
or may serve as an underlying medium, unless such further sale of
Trust
shares is proscribed by law or the SEC or other regulatory
body.
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10.
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Each
notice required by this Agreement shall be given by wire and confirmed
in
writing to:
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Nationwide
Life Insurance Company
Xxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx,
Xxxx 00000
Attn: Xxxxxx
X. Xxxxxxxx
Van
Eck
Investment Trust
000
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxx
X. Xxxxx, Controller
Xxx
Xxx
Associates Corporation
000
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx, 00000
Attn: Xxxxx
X. Xxxxx, Controller
Xxx
Xxx
Securities Corporation
000
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx, 00000
Attn: Xxxxx
X. Xxxxx, Controller
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11.
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Advertising
and sales literature with respect to the Trust prepared by Nationwide
or
its agents for use in marketing its Contracts will be submitted to
the
Trust for review before Nationwide submits such material to the SEC
or
NASD for review.
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12.
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Nationwide
will distribute all proxy material furnished by the Trust and will
vote
Trust shares in accordance with instructions received from the Contract
owners of such Trust shares. Nationwide shall vote the Trust
shares for which no instructions have been received in the same proportion
as Trust shares for which said instructions have been received from
Contract owners. Nationwide and its agents will in no way
recommend action in connection with or oppose or interfere with the
solicitation of proxies for the Trust shares held for such Contract
owners. Nationwide will also comply with the prospectus
delivery requirements of federal and state
law.
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13.
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(a)
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Nationwide
agrees to indemnify and hold harmless the other parties to this Agreement
and each of their directors, officers, employees, agents and each
person,
if any, who controls the other parties within the meaning of the
Securities Act of 1933 (the “Act”) against any losses, claims, damages or
liabilities to which such other parties or any such director, officers,
employee, agent or controlling person may become subject, under the
Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material act contained
in
information furnished by Nationwide for use in the Registration Statement
or prospectus of the Trust or in the Registration Statement or prospectus
for the Variable Account, or arise out of or are based upon the omission
or the alleged omission to state in the Registration Statement or
prospectus of the Variable account a material fact required to be
stated
therein or necessary to make the statements therein not misleading,
or
arise out of or as a result of conduct, statements or representations
of
Nationwide or its agents, with respect to the sale and distribution
of
Contracts for which Trust shares are an underlying investment, or
from any
violation of applicable securities or insurance laws, rules or
regulations; provided, however, that Nationwide shall not be liable
under
this paragraph 13.(a) if such statement, omission or representation
or
such alleged statement, alleged omission or alleged representation
was
made in reliance upon and in conformity with information furnished
to
Nationwide by or on behalf of one of the other
parties. Nationwide will reimburse any legal or other expenses
reasonably incurred by such other parties or any such director, officer,
employee, agent or controlling person in connection with investigating
or
defending any such loss, claim, damage, liability or
action. This indemnity agreement will be in addition to any
liability which Nationwide may otherwise
have.
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(b)
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The
Trust agrees to indemnify and hold harmless the other parties to
this
Agreement and each of their directors, officers, employees, agents
and
each person, if any, who controls the other parties within the meaning
of
the Act against any losses, claims, damages or liabilities to which
such
other parties or any such director, officer, employee, agent or
controlling person may become subject, under the Act or otherwise,
insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement or prospectus or sales literature of the Trust, or arise
out of
or are based upon the omission or the alleged omission to state therein
a
material fact required to be stated therein or necessary to make
the
statements therein not misleading, and the Trust will reimburse any
legal
or other expenses reasonably incurred by such other parties or any
such
director, officer, employee, agent or controlling person in connection
with investigating or defending any such loss, claim, damage, liability
or
action; provided, however, that the Trust will not be liable in any
such
case to the extent that any such loss, claim, damage or liability
arises
out of or is based upon an untrue statement or omission or alleged
omission made in such Registration Statement or prospectus in conformity
with written information furnished to the Trust by such other party
specifically for use therein. This indemnity agreement will be
in addition to any liability which the Trust may otherwise
have.
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(c)
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The
Distributor agrees to indemnify and hold harmless the other parties
to
this Agreement and each of its directors, officers, employees, agents
and
each person, if any, who controls the other parties within the meaning
of
the Act against any losses, claims, damages or liabilities to which
such
other parties or any such director, officer, employee, agent or
controlling person of such other party may become subject, under
the Act
or otherwise, insofar as such losses, claims, damages or liabilities
(or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained
in
the Registration Statement or prospectus or sales literature of the
Trust,
or arise out of or are based upon the omission or the alleged omission
to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and the Distributor
will
reimburse any legal or other expenses reasonably incurred by such
other
parties or any such director, officer, employee, agent or controlling
person in connection with investigation or defending any such loss,
claim,
damage, liability or action; provided, however, that the Distributor
will
not be liable in any such case to the extent that any such loss,
claim,
damage or liability arises out of or is based upon an untrue statement
or
omission or alleged omission made in such Registration Statement
or
prospectus in conformity with written information furnished to the
Distributor by such other party specifically for use
therein. This indemnity agreement will be in addition to any
liability which the Distributor may otherwise
have.
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(d)
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The
Adviser agrees to indemnify and hold harmless the other parties to
this
Agreement and each of their directors, officers, employees, agents
and
each person, if any, who controls the other parties within the meaning
of
the Act against any losses, claims, damages or liabilities to which
such
parties or any such director, officer, employee, agent or controlling
person of such other party may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions
in
respect thereof) arise out of or are based upon the Adviser’s failure to
keep each of the Trust and its Portfolios fully diversified and qualified
as a regulated investment company as required by the applicable provisions
of the Internal Revenue Code, the 1940 Act, and the applicable regulations
promulgated thereunder to the extent such failure arises by reason
of the
Adviser’s gross negligence, bad faith or willful misfeasance in the
performance of its duties under this Agreement or the Investment
Advisory
Agreement between the Adviser and the Trust, and the Adviser will
reimburse any legal or other expenses reasonably incurred by such
other
parties or any such director, officer, employee, agent or controlling
person in connection with investigating or defending any such loss,
claim,
damage, liability or action; provided, however, that the Adviser
will not
be liable in any such case to the extent that any such loss, claim,
damage
or liability arises out of or is based upon an untrue statement or
omission or alleged omission made in such Registration Statement
or
prospectus in conformity with written information furnished to the
Adviser
by such other party specifically for use therein. This
indemnity agreement will be in addition to any liability which the
Trust
may otherwise have.
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(e)
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It
is understood and expressly agreed that the obligations and liabilities
of
the Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust,
personally, but shall bind only the assets and property of the Trust,
as
provided in the Declaration of Trust of the Trust. The
execution and delivery of this Agreement have been authorized by
the
Trustees and signed by an authorized officer of the Trust, acting
as such,
and neither such authorization by such Trustees nor such execution
and
delivery by such officer shall be deemed to have been made by any
of them
individually or to impose any liability on any of them personally,
but
shall bind only the assets and property of the Trust as provided
in its
Declaration of Trust.
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(f)
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Each
party shall promptly notify the other in writing of any situation
which
presents or appears to involve a claim which may be subject to
indemnification hereunder and the indemnifying party shall have the
option
to defend against any such claim. In the event the indemnifying
party so elects, it will 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 the
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 confess any claim 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
to be an
admission by the indemnifying party of culpability, and the indemnifying
party shall be free to contest liability with respect to the claim
among
the parties.
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14.
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If,
in the course of future marketing of the Contracts, Nationwide or
its
agents shall request the continued assistance of the Distributor’s sales
personnel, compensation (which will be negotiated by the Distributor
and
Nationwide) shall be paid by Nationwide to the
Distributor.
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NATIONWIDE
LIFE INSURANCE COMPANY
By:
Date
XXX
XXX
INVESTMENT TRUST
By:
Date
XXX
XXX
ASSOCIATES CORPORATION
By:
Date
XXX
XXX
SECURITIES CORPORATION
By:
Date
ADDENDUM
NO. 1
This
Addendum No. 1, executed this 22nd day of
May, 1992,
hereby amends the Fund Participation Agreement (“Agreement”) between Nationwide
Life Insurance Company (“Nationwide”) and Xxx Xxx Investment Trust (“Trust”),
the Trust’s investment adviser, Xxx Xxx Associates Corporation (“Adviser”), and
the Trust’s Distributor, Xxx Xxx Securities Corporation (“Distributor”) dated
November 2, 1989.
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I.
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The
parties agree that as of August 1, 1992 shares of the Xxx Xxx Investment
Trust Global Bond Fund and Xxx Xxx Investment Trust Gold & Natural
Resources Fund (“Portfolios”) shall be made available to serve as an
underlying investment medium within the Nationwide Qualified Plan
Variable
Account (“QPVA”) for certain Group Separate Account Annuity Contracts
offered by Nationwide.
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II.
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Section
1 of the Agreement is hereby amended to include the following
paragraph:
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Nationwide
further represents that it has established the QPVA, a separate account under
Ohio Law, to serve as an investment vehicle for the contracts. The
Contracts provide for the allocation of net amounts received by Nationwide
to a
separate series of the QPVA for investment in the shares of specified investment
companies selected among those companies available through the QPVA to act
as
underlying investment media.
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III.
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Beginning
with Section 2 of the Agreement and thereafter, all references to
the
Variable Account in the Agreement shall include the Nationwide
Qualified Plan Variable Account, unless specifically provided to
the
contrary in certain provisions of this Addendum No. 1, as set out
above;
and further, all references to the Contracts(s) in the Agreement
shall
include the Group Separate Account Annuity Contracts, unless specifically
provided to the contrary in certain provisions of this Addendum No.
1, as
set out above.
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IV.
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Each
Fund shall send to Nationwide, within five (5) business days after
the end
of each month, a monthly statement of account confirming all transactions
made during that month in the Nationwide Qualified Plan Variable
Account.
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IN
WITNESS WHEREOF, the parties have executed this Addendum No. 1 on the date
first
written above.
NATIONWIDE
LIFE INSURANCE COMPANY
By:
Date Vice
President –
Financial
Operations
XXX
XXX
INVESTMENT TRUST
By:
Date XX
XXX
XXX
ASSOCIATES CORPORATION
By:
Date XX
XXX
XXX
SECURITIES CORPORATION
By:
Date VP
ADDENDUM
NO. 2 TO FUND PARTICIPATION AGREEMENT AMONG
XXX
XXX
WORLDWIDE INSURANCE TRUST (formerly, “Xxx Xxx Investment Trust”),
XXX
XXX
ASSOCIATES CORPORATION,
XXX
XXX
SECURITIES CORPORATION
and
NATIONWIDE
LIFE INSURANCE COMPANY
This
document constitutes an Addendum to the Fund Participation Agreement dated
September 1, 1989 (the “Agreement”) among XXX XXX WORLDWIDE INSURANCE TRUST
(formerly “Xxx Xxx Investment Trust”) (the “Trust”), XXX XXX ASSOCIATES
CORPORATION (the “Adviser”), XXX XXX SECURITIES CORPORATION (the “Distributor”)
and NATIONWIDE LIFE INSURANCE COMPANY (“Nationwide”).
The
purpose of this Addendum is to allow shares of the Trust to serve as underlying
investment vehicles for deferred variable annuity products issued through
Nationwide Variable Account – 9 and variable life insurance policies issued
through Nationwide VLI Separate Account – 4; each account a segregated asset
account of Nationwide Life Insurance Company.
For
Such
purpose listed above, the Trust, the Adviser, the Distributor and Nationwide
amend the Agreement as follows:
1. The
first paragraph of the Agreement is deleted in its entirety and is replaced
with
the following:
The
Agreement, made and entered into as
of the 1st day
of September, 1989, by and among, Nationwide Life Insurance Company
(“Nationwide”) and Xxx Xxx Worldwide Insurance Trust (formerly “Xxx Xxx
Investment Trust”) (the “Trust”), the Trust’s Investment Adviser, Xxx Xxx
Associates Corporation (the “Adviser”), and the Trust’s Distributor, Xxx Xxx
Securities Corporation (the “Distributor”), each of which hereby agrees that
shares of the Trust as listed in Exhibit A shall be made available to serve
as
underlying investment vehicles for Deferred Variable Annuity Contracts and
Variable Life Insurance Polices (collectively referred to as “Contracts”) to be
offered by Nationwide subject to the following provisions:
2. Number
1 of the Agreement is deleted in its entirety and is replaced with the
following:
Nationwide
represents that it has
established segregated asset accounts (as listed in Exhibit A to the Agreement)
as separate accounts under Ohio law, and has registered such accounts as unit
investmenttrusts under the Investment Company Act of 1940 (“1940 Act”), unless
otherwise exempted by applicable SEC Rules and Regulations, to serve as
investment vehicles for the Contracts. The Contracts provide for the
allocation of net amounts received by Nationwide to separate series of the
Variable Account for investment in the shares of specified investment companies
selected among those companies available through the separate accounts to act
as
underlying investment vehicles. Selection of a particular investment
company is made by the contract owner who may change such selection from time
to
time in accordance with the terms of the applicable Contract.
3. All
applicable references throughout the Agreement to “Nationwide Life Insurance
Company” shall also mean “Nationwide Life and Annuity Insurance
Company”.
4. A
new document entitled Exhibit A is attached to and made a part of the
Agreement. The purpose of Exhibit A is to list the Variable Accounts,
Corresponding Contracts and Corresponding underlying investments of the Trust
currently subject to this Agreement.
5. This
Addendum, including Exhibit A, is attached to and made a part of the
Agreement.
6. This
agreement, including Exhibit A and any related Service Agreements as amended,
is
and shall remain in full force and effect until terminated pursuant to the
terms
of the Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as of date(s) set forth below.
XXX
XXX
WORLDWIDE INSURANCE TRUST (Formerly “Xxx Xxx Investment Trust”)
By: _______________________________________________ Date:_______________________
Title: Vice
President and
Secretary
XXX
XXX
ASSOCIATES CORPORATION
By: _______________________________________________ Date:________________________
Title: Vice
President
XXX
XXX
SECURITIES CORPORATION
By: _______________________________________________ Date:________________________
Title: Vice
President
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY FOR
THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN EXHIBIT
A
By: ______________________________________________ Date:________________________
Title: Vice
President – Product and Market Compliance
EXHIBIT
A
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Variable
Account of the
Company
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Corresponding
Contract(s)
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Corresponding
Fund(s)
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Nationwide
Variable
Account
– II
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Deferred
Variable Annuity
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· Worldwide
Bond Fund (Formerly “Global Bond Fund”)
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund (Formerly “Gold and Natural Resources
Fund”)
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Nationwide
Variable
Account
– 9
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Deferred
Variable Annuity
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· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VA Separate
Account
– B
|
Deferred
Variable Annuity
|
· Worldwide
Bond Fund (Formerly “Global Bond Fund”)
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund (Formerly “Gold and Natural Resources
Fund”)
|
|
Qualified
Plans Variable
Account
|
Qualified
Plans Variable
Group
Annuity
|
· Worldwide
Bond Fund (Formerly “Global Bond Fund”)
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund (Formerly “Gold and Natural Resources
Fund”)
|
|
Nationwide
VLI Separate
Account
-2
|
Modified
Single Premium
Variable
Life and Flexible
Premium
Variable Universal
Life
|
· Worldwide
Bond Fund (Formerly “Global Bond Fund”)
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund (Formerly “Gold and Natural Resources
Fund”)
|
|
Nationwide
VLI Separate
Account
– 4
|
Modified
Single Premium
Variable
Life and Flexible
Premium
Variable Universal
Life
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
Exhibit
A
corresponds with Amendment No. 2 to the Fund Participation
Agreement.
ADDENDUM
NO. 3 TO FUND PARTICIPATION AGREEMENT AMONG
XXX
XXX
WORLDWIDE INSURANCE TRUST (formerly, “Xxx Xxx Investment Trust”),
XXX
XXX
ASSOCIATES CORPORATION,
XXX
XXX
SECURITIES CORPORATION
and
NATIONWIDE
LIFE INSURANCE COMPANY
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
This
document constitutes an Addendum to the Fund Participation Agreement dated
September 1, 1989 (the “Agreement”) among XXX XXX WORLDWIDE INSURANCE TRUST
(formerly “Xxx Xxx Investment Trust”) (the “Trust”), XXX XXX ASSOCIATES
CORPORATION (the “Adviser”), XXX XXX SECURITIES CORPORATION (the “Distributor”)
and NATIONWIDE LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY (herein collectively referred to as “Nationwide”).
The
purpose of this Addendum is to allow shares of the Trust to serve as underlying
investment vehicles for variable life insurance policies issued through
Nationwide VL Separate Account – C, a segregated asset account of Nationwide
Life and Annuity Insurance Company.
For
such
purpose listed above, the Trust, the Adviser, the Distributor and Nationwide
amend the Agreement as follows:
1. Schedule
A is amended to reflect the addition of the following segregated asset accountof
Nationwide:
a) Nationwide
VL Separate Account – C
2. The
amended Schedule A is attached to and made a part of the Agreement.
3. The
Agreement and any related Service Agreements, as amended, are and shall remain
infull force and effect until terminated pursuant to terms of the
Agreement.
IN
WITNESS WHEREOF, the parties hereto cause this Addendum No. 3 to be
executed as of the date(s) set forth below:
XXX
XXX
WORLDWIDE INSURANCE TRUST (Formerly “Xxx Xxx Investment Trust”)
By: ___________________________________________ Date: ________________
Title: Vice
President and
Secretary
XXX
XXX
ASSOCIATES CORPORATION
By: ___________________________________________ Date: ________________
Title: Vice
President and
Secretary
XXX
XXX
SECURITIES CORPORATION
By: ___________________________________________ Date: ________________
Title: Vice
President and
Secretary
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY FOR
THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN EXHIBIT
A
By: __________________________________________ Date: ________________
Title: Vice
President – Product and Market Compliance
EXHIBIT
A
|
Variable
Account of the
Company
|
Corresponding
Contract(s)
|
Corresponding
Fund(s)
|
|
Nationwide
Variable
Account
– II
|
Deferred
Variable Annuity
|
· Worldwide
Bond Fund (Formerly “Global Bond Fund”)
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund (Formerly “Gold and Natural Resources
Fund”)
|
|
Nationwide
Variable
Account
– 9
|
Deferred
Variable Annuity
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VA Separate
Account
– B
|
Deferred
Variable Annuity
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Qualified
Plans Variable
Account
|
Qualified
Plans Variable Group Annuity
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VLI Separate
Account
– 2
|
Modified
Single Premium Variable Life and Flexible Premium Variable Universal
Life
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VLI Separate
Account
– 4
|
Modified
Single Premium Variable Life and Flexible Premium Variable Universal
Life
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VL Separate
Account
– C
|
Corporate
Flexible Premium Variable Universal Life and Flexible Premium
Variable
Universal
Life
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
Exhibit
A
corresponds with Amendment No. 3 to the Fund Participation
Agreement.
ADDENDUM
NO. 4 TO EXHIBIT A OF THE FUND PARTICIPATION AGREEMENT AMONG
XXX
XXX
WORLDWIDE INSURANCE TRUST,
XXX
XXX
ASSOCIATES CORPORATION, XXX XXX SECURITIES CORPORATION
NATIONWIDE
LIFE INSURANCE COMPANY
and
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
This
document constitutes an Addendum to Exhibit A of the Fund Participation
Agreement dated September 1, 1989 (the “Agreement”) among XXX XXX WORLDWIDE
INSURANCE TRUST (formerly “Xxx Xxx Investment Trust”) (the “Trust”), XXX XXX
SECURITIES CORPORATION (the “Distributor”) and NATIONWIDE LIFE INSURANCE COMPANY
and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY (herein collectively referred
to as “Nationwide”).
The
purposes of this Addendum are to allow shares of the Trust to serve as
underlying investment vehicles for immediate variable annuity contracts issued
through Nationwide Variable Account -9, and for variable annuity contracts
issued through Nationwide Variable Account -8 and Nationwide Variable Account
-10; each a segregated asset account of Nationwide.
For
such
purposes listed above, the Trust, the Adviser, the Distributor and Nationwide
amend the Agreement as follows:
1. Exhibit
A is amended to add immediate variable annuity contracts to NationwideVariable
Account – 9;
2. Exhibit
A is amended to reflect the addition of the following segregated asset accounts
ofNationwide:
a) Nationwide
Variable Account – 8;
b) Nationwide
Variable Account – 10;
3. The
amended Exhibit A is attached to and made a part of the Agreement;
and
4. The
Agreement and any related Service Agreements, as amended, are and shall remain
infull force and effect until terminated pursuant to terms of the
Agreement.
IN
WITNESS WHEREOF, the parties hereto cause this Addendum No. 4 to
Exhibit A to be executed as of the date(s) set forth below:
XXX
XXX
WORLDWIDE INSURANCE TRUST
By: _____________________________________ Date: ________________
Title: Vice
President
XXX XXX ASSOCIATES CORPORATION
By: _____________________________________ Date: ________________
Title: Executive
Vice
President
XXX
XXX
SECURITIES CORPORATION
By: _____________________________________ Date: ________________
Title: Executive
Vice
President
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY FOR
THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN EXHIBIT
A
By: _____________________________________ Date: ________________
Title: Office
of Product and Market Compliance___
ADDENDUM
NO. 4 to EXHIBIT A*
|
Variable
Account of the
Company
|
Corresponding
Contract(s)
|
Corresponding
Fund(s)
|
|
Nationwide
Variable
Account
- II
|
Deferred
Variable Annuity
|
· Worldwide
Bond Fund (formerly “Global Bond Fund”)
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund (formerly “Gold and Natural Resources
Fund”)
|
|
Nationwide
Variable Account – 8
|
Deferred
Variable Annuity
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
Variable
Account
– 9
|
Deferred
Variable Annuity and Immediate Variable Annuity
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
Variable Account – 10
|
Deferred
Variable Annuity
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VA Separate
Account
-B
|
Deferred
Variable Annuity
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Qualified
Plans Variable
Account
|
Qualified
Plans Variable
Group
Annuity
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VLI Separate
Account
-2
|
Modified
Single Premium
Variable
Life and Flexible
Premium
Variable Universal
Life
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VLI Separate
Account
– 4
|
Modified
Single Premium
Variable
Life and Flexible
Premium
Variable Universal
Life
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VL Separate
Account
–C
|
Corporate
Flexible Premium
Variable
Universal Life and Flexible Premium Variable
Universal
Life
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
*Addendum
No. 4 to Exhibit A Corresponds with the Fund Participation Agreement dated
September 1, 1989.
ADDENDUM
NO. 5 TO EXHIBIT A OF THE FUND PARTICIPATION AGREEMENT AMONG
XXX
XXX
WORLDWIDE INSURANCE TRUST,
XXX
XXX
ASSOCIATES CORPORATION, XXX XXX SECURITIES CORPORATION
NATIONWIDE
LIFE INSURANCE COMPANY
and
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
This
document constitutes an Addendum to Exhibit A of the Fund Participation
Agreement dated September 1, 1989 (the “Agreement”) among XXX XXX WORLDWIDE
INSURANCE TRUST (formerly “Xxx Xxx Investment Trust”) (the “Trust”), XXX XXX
SECURITIES CORPORATION (the “Distributor”) and NATIONWIDE LIFE INSURANCE COMPANY
and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY (herein collectively referred
to as “Nationwide”).
The
purposes of this Addendum are to allow shares of the Trust to serve as
underlying investment vehicles for variable life insurance contracts issued
through Nationwide Private Placement Variable Account; a segregated asset
account of Nationwide.
For
such
purposes listed above, the Trust, the Adviser, the Distributor and Nationwide
amend the Agreement as follows:
1. Exhibit
A is amended to reflect the addition of the following segregated asset account
ofNationwide:
|
·
|
Nationwide
Private Placement Variable Account;
|
2. the
amended Exhibit A is attached to and made a part of the Agreement;
and
3. the
Agreement and any related Service Agreements, as amended, are and shall remain
in
full
force and effect until terminated
pursuant to terms of the Agreement.
IN
WITNESS WHEREOF, the parties hereto cause this Addendum No. 5 to Exhibit A
to be
executed as of the date(s) set forth below:
XXX
XXX
WORLDWIDE INSURANCE TRUST
By: _____________________________________ Date: ________________
Title: Vice
President and
Secretary
XXX
XXX
ASSOCIATES CORPORATION
By: _____________________________________ Date: ________________
Title: Executive
Vice
President
XXX
XXX
SECURITIES CORPORATION
By: _____________________________________ Date: ________________
Title: Executive
Vice
President
NATIONWIDE
LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY FOR
THE
COMPANIES AND ON BEHALF OF THE VARIABLE ACCOUNTS SET FORTH IN EXHIBIT
A
By: _____________________________________ Date: ________________
Title: Vice
President,
Office
of Product and Market
Compliance___
ADDENDUM
NO. 5 to EXHIBIT A*
|
Variable
Account of the
Company
|
Corresponding
Contract(s)
|
Corresponding
Fund(s)
|
|
Nationwide
Variable
Account
– II
|
Deferred
Variable Annuity
|
· Worldwide
Bond Fund (formerly “Global Bond Fund”)
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund (formerly “Gold and Natural Resources
Fund”)
|
|
Nationwide
Variable Account – 8
|
Deferred
Variable Annuity
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
Variable
Account
– 9
|
Deferred
Variable Annuity and Immediate Variable Annuity
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
Variable Account – 10
|
Deferred
Variable Annuity
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VA Separate
Account
– B
|
Deferred
Variable Annuity
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Qualified
Plans Variable
Account
|
Qualified
Plans Variable
Group
Annuity
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VLI Separate
Account
– 2
|
Modified
Single Premium
Variable
Life and Flexible
Premium
Variable Universal
Life
|
· Worldwide
Bond Fund
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VLI Separate
Account
– 4
|
Modified
Single Premium
Variable
Life and Flexible
Premium
Variable Universal
Life
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
VL Separate
Account
– C
|
Corporate
Flexible Premium
Variable
Universal Life and Flexible Premium Variable
Universal
Life
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
|
Nationwide
Private Placement Variable Account
|
Variable
Universal Life
Insurance
Policies
|
· Worldwide
Emerging Markets Fund
· Worldwide
Hard Assets Fund
|
*Addendum
No. 5 to Exhibit A Corresponds with the Fund Participation Agreement dated
September 1, 1989.
