ITEM 24(b)(3) EXHIBITS
UNDERWRITING OR DISTRIBUTION OF CONTRACTS BETWEEN THE DEPOSITOR AND
PRINCIPAL UNDERWRITER
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into effective the __15__ day of _December_______,
2001, by and between Nationwide Life Insurance Company (collectively referred to
hereinafter "NWL") and Federated Securities Corp. (hereinafter "Federated");
WHEREAS, NWL agrees to develop, issue, underwrite, and administer variable
annuity contracts, (identified in Appendix A attached hereto and collectively,
referred to hereinafter as "the products"); and
WHEREAS, Federated supports the agreement of NWL to develop, issue and
administer the aforementioned annuity products and agrees to provide national
distribution services in connection with the products listed in Appendix A
attached; and
WHEREAS, NWL supports the agreement by Federated to provide national
distribution services in connection with the products.
NOW, THEREFORE, in consideration of the promises, covenants and undertakings
contemplated herein, NWL and Federated agree as follows:
A. DEVELOPMENT AND ADMINISTRATION OF PRODUCTS
1. Designation of Product Administrator
NWL is hereby designated Product Administrator for the
products referred to above and described in the attached
Appendix A.
2. Duties of NWL
NWL will perform in a proper and timely manner, those
functions enumerated on the terms in the "Analysis of
Administrative Functions," which is attached hereto as EXHIBIT
A, and incorporated herein by reference.
3. Designation of Managing Distributor
Federated is hereby designated the exclusive Managing
Distributor for the products referred to above and described
in the attached Appendix A.
4. Duties of Federated
Federated will perform in a proper and timely manner, those
functions described in the "Analysis of Administrative
Functions," which is attached hereto as EXHIBIT A, and
incorporated herein by reference.
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5. Product Development
NWL shall develop the products for distribution by Federated
and organizations Federated may designate for participation.
The products shall have the features set forth in Appendix A
and such other features as are mutually agreed to by NWL and
Federated.
RELATIONSHIP AND WHOLESALER SUPPORT
NWL will assign one person to coordinate NWL's relationship with
Federated and otherwise to be the primary contact person for
Federated during the term of this agreement. NWL will provide
training support for Federated and its wholesalers; however, NWL
will not furnish direct wholesaling services in connection with
insurance products underwritten by NWL and contemplated in this
agreement ("NWL/Federated Products"). NWL and Federated agree to
cooperate in the marketing and distribution of the NWL/Federated
Products. Such cooperation shall include, but not be limited to, the
introduction of Federated wholesalers to retailing firms
(broker-dealers) having an established relationship with NWL for the
purpose of promoting the sale of NWL/Federated Products. NWL agrees
to use its best efforts in supporting Federated's wholesaling
efforts in connection with the NWL/Federated Insurance Products and
will not unreasonably withhold such support for any reason. Nothing
contained in this agreement, however, shall be construed to require
NWL or any of its affiliate companies, to refrain from marketing
insurance and annuities of any kind through retailing firms with
which NWL has an established relationship, or with which NWL may
prospectively develop such a relationship. To the extent, however,
that prospective relationships are established between NWL and
retailing firms with which NWL has no current relationship, and the
establishment of such new relationship is attributable primarily to
the intent demonstrated by the retailing firm to distribute the
NWL/Federated products, NWL agrees to refrain from attempting to
introduce its other insurance products (or those of its affiliates)
to such retailing firms without the written consent of Federated.
NWL may, however, pursue the development of prospective
relationships with retailing firms independently of Federated.
In the event that prospective relationships are established between
NWL and retailing clients of Federated, NWL will ensure that
products covered in Appendix A offer favorable product
differentiation or equality with regards to terms, features, fees,
and pricing compared to those provided by Nationwide in conjunction
with any other "single manager" product (defined as having greater
than 50% of total investment options or assets managed by a single
investment management complex). For insurance or investment products
not covered in Appendix A, Nationwide will grant Federated the
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option to develop competing products with comparable or favorable
features, pricing and terms.
Not withstanding the foregoing, NWL agrees to refrain from any
attempt to promote or market any non-NWL/Federated Product through
retailing firm Xxxxxx Xxxxx for the term of this Agreement;
provided, however, that this undertaking by NWL may be waived by the
written consent of Federated.
Federated will be designated as an NWL "Platinum Partner" and, as
such, NWL will develop an appropriately-staffed dedicated servicing
team that works exclusively on the Federated account. NWL will
provide sufficient resources to fulfill mutually agreed upon product
feature, support and service level standards.
C. MARKETING COORDINATION AND SALES ADMINISTRATION
1. Distribution of Products
Federated shall be the exclusive Managing Distributor for the
products developed and marketed pursuant to this Agreement.
The products will be distributed only through duly qualified
and registered representatives of appropriately contracted
selling Dealers. By mutual agreement, sales or solicitations
of the products may be proscribed with regard to certain
market groups.
2. Appointment and Termination of Agents
Appointment and termination of agents with NWL shall be
processed and executed by NWL. NWL shall promptly license
registered representatives of Federated and its Dealers in
accordance with requests received from Federated. NWL will pay
the fees in connection with the initial and renewal
appointments with NWL of registered representatives of
Federated. NWL shall pay the fees in connection with the
initial and renewal appointments with NWL for registered
representatives of Xxxxxx Xxxxx in a manner deemed to be
acceptable by Xxxxxx Xxxxx' senior management. NWL will pay
the fees in connection with the initial appointments with NWL
of registered representatives of other Dealers. NWL shall pay
the fees in connection with the renewal of such appointments
for all registered representatives conducting business with
NWL who, during the twelve (12) months immediately prior to
such renewal, had sales of products hereunder with a
cumulative premium of $25,000. No
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appointment is effective with respect to any jurisdiction
where an appointed agent may not lawfully solicit applications
for the products.
3. Advertising
Federated shall not print, publish or distribute any
advertisement, circular or any document relating to the
products distributed pursuant to this Agreement or relating to
NWL unless such advertisement, circular or document shall have
been approved in writing by NWL, which approval shall not be
unreasonably withheld and shall be given as promptly as
possible within a reasonable period of time. Neither NWL nor
any of its affiliates shall print, publish or distribute any
advertisement, circular or any document relating to the
products distributed pursuant to this Agreement or relating to
Federated unless such advertisement, circular or document
shall have been approved in writing by Federated, which
approval shall not be unreasonably withheld and shall be given
as promptly as possible within a reasonable period of time.
However, nothing herein shall prohibit any person from
advertising the products in general or on a generic basis.
4. Marketing Conduct
The parties will jointly develop standards, practices and
procedures respecting the marketing of the products covered by
this Agreement. Such standards, practices and procedures are
intended to help NWL meet its obligations as an issuer under
the securities laws and to assure compliance with state
insurance laws, and to help Federated meet its obligations
under the securities laws as National Distributor. These
standards, practices and procedures are subject to continuing
review and neither NWL nor Federated will object unreasonably
to changes to such standards, practices and procedures
recommended by the other to comply with the intent of this
provision.
5. Sales Material and Other Documents
a. Sales Material
1) Federated shall develop and prepare all
promotional material to be used in the
distribution of the products, in consultation with
NWL.
2) Federated is responsible for the printing of such
promotional material.
3) Federated is responsible for the expense of
providing such promotional material.
4) NWL is responsible for filing and obtaining any
approval of promotional material by state
insurance regulators, where required.
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5) Federated is responsible for the filing of all
appropriate promotional material with federal
securities regulators and self-regulatory
organizations where required.
6) All promotional material relating to the products
shall be subject to prior written approval by
Federated and NWL.
7) Federated and NWL agree to abide by the
Advertising and Sales Promotion Material
Guidelines, attached hereto as EXHIBIT B, and
incorporated herein by reference.
b. Prospectuses
1) NWL represents that the Contracts and Policies for
the products, (collectively referred to
hereinafter as "the Contracts"), are or shall be
properly registered under the 1933 Act and/or the
1940 Act and agrees that the registration
statements under the 1933 Act and/or the 1940 Act
for the Contracts will remain in full force and
effect for the duration of this Agreement. If any
state should amend its current securities laws to
require registration of insurance contracts, then
NWL will comply with the amended state law.
2) NWL shall be responsible for printing the product
prospectuses and the underlying mutual fund
prospectuses as a combined document. The total
expense for such printing shall be borne by NWL;
The Federated Insurance Series Trust and NWL shall
share equally that portion of total printing
expenses relating to the underlying fund
prospectuses produced for soliciting prospective
policyholders (Promotional Material); The
Federated Insurance Series Trust shall bear that
portion of total printing expenses relating to the
underlying fund prospectuses required to be
distributed to policyholders by applicable law
(Shareholder); and The Federated Insurance Series
Trust shall bear all of that portion of the
combined prospectuses which represent promotional
material developed by Federated.
3) NWL will provide Federated at least two complete
copies of all registration statements,
prospectuses, statements of additional
information, reports and other promotional
materials, applications of exemption, requests for
no action letters, and all amendments to any of
the above, that relate to the Contracts or a
Variable Account, as soon as is reasonably
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practicable, but in no event later than
contemporaneously with the filing of such document
with the SEC.
4) NWL, during the term of this Agreement, will
immediately notify Federated of the following:
a. When the Registration Statement for any
Contract has become effective or when any
amendment with respect to the Registration
Statement thereafter becomes effective;
b. Any request by the SEC for any amendments or
supplements to the Registration Statement
for any Contract or any request for
additional information that must be provided
by General Agent; and
c. The issuance by the SEC of any stop order
with respect to the Registration Statement
for any Contract or any amendments thereto
or the initiation of any proceedings for
that purpose or for any other purpose
relating to the registration and/or offering
of the Contracts.
c. Contracts, Applications and Related Forms
1) NWL is responsible for the design of product
applications, contracts and related service forms
in consultation with Federated.
2) NWL is responsible for the printing of adequate
supplies of product applications, contracts and
related service forms;
3) NWL will, during the term of this Agreement,
immediately notify Federated of the following:
a. The states or jurisdictions where approval
of the product contract forms is required
under applicable insurance laws and
regulations, and whether and when such
approvals have been obtained; and
b. The states or jurisdictions where any
product contract form may not lawfully be
sold.
c. The states or jurisdictions where any
product contract filing has been made, but
approval is pending, where NWL intends to
use its best efforts to continue to pursue
jurisdictional contract product approval.
4) NWL is responsible for the design and printing of
service forms which the parties jointly determine
to be necessary.
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5) NWL is responsible for supplying adequate
quantities of service forms and will arrange for
delivery of such forms in bulk to any location
designated by Federated.
6. Appointment of Agents
a. Federated will assist NWL in facilitating the
appointment of agents by NWL.
b. NWL will forward all appointment forms and applications
to the appropriate states and maintain all contacts with
the states.
c. NWL will maintain appointment files on Agents, and
Federated will have access to such files as needed.
7. Licensing and Appointment Guide
a. NWL is responsible for the preparation of a Licensing
and Appointment Guide which will set forth the
requirements for licensing and appointment. NWL will
distribute such Guide to Federated in such quantities as
Federated may reasonably require.
b. NWL is responsible for providing Federated with periodic
updates of the Licensing and Appointment Guide in such
quantities as Federated may reasonably require.
8. Other
a. Production Reports
NWL will provide production reports and data feeds to
Federated. The content and form of such reports shall be
agreed upon at a later date by the parties.
b. Complaint Handling
NWL and Federated will notify each other of all material
pertinent inquiries and complaints from whatever source
and to whomever directed and will consult with each
other in responding to such inquiries and complaints.
"Material pertinent inquiries" refer to formal
complaints or inquiries registered by any federal, state
or self-regulatory body, or formal written complaints
submitted by customers which, in the reasonable
discretion of the party receiving the complaint or
inquiry, would be of material interest and consequence
to the non-receiving party.
F. GENERAL PROVISIONS
1. Waiver
Failure of NWL or Federated to insist upon strict compliance
with any of the conditions of this Agreement shall not be
construed as a waiver of any of the conditions, but the same
shall remain in full force and effect. No waiver of any
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of the provisions of this Agreement shall be deemed, or shall
constitute a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver.
2. Limitations
Neither party shall have authority on behalf of the other to
make, alter or discharge any contractual terms of the
products, to waive any forfeiture; nor to extend the time of
making any contributions to the products; nor to guarantee
dividends; nor alter the forms which either may prescribe; nor
substitute other forms in place of those prescribed by the
other. Neither NWL nor Federated, nor any of their respective
affiliates or agents will engage in a systematic program which
seeks to cause the exchange of issued contracts for other
forms of annuity contracts. This does not preclude the
isolated incidental exchanges of issued contracts for other
annuity contracts that occur in the ordinary course of
business. This provision shall survive the Termination of this
Agreement.
3. Binding Effect
This Agreement shall be binding on and shall inure to the
benefit of the parties to it and their respective successors
and assigns, provided that neither party shall assign or
sub-contract this Agreement or any rights or obligations
hereunder without the prior written consent of the other.
4. Indemnifications
a. NWL agrees to indemnify and hold Federated harmless from
any and all losses, claims, damages, liabilities or
expenses to which Federated may become subject under any
statute, regulation, at common law or otherwise, insofar
as such losses, claims, damages, liabilities or expenses
relate directly to the sale of the products identified
in the Appendix to this Agreement and arise as a direct
consequence of:
1) any material misrepresentation or omission, or
alleged material misrepresentation or omission,
contained in the registration statements,
prospectuses, sales literature or contracts for
the annuity products, provided that such
misrepresentations or omissions are not
attributable to any failure by Federated, whether
negligent or intentional, to provide accurate
information, on a timely basis, necessary for
inclusion in the annuity product registration
statements, prospectuses or contracts;
2) any failure by NWL or its employees, whether
negligent or intentional, to perform the duties
and discharge the obligations contemplated in this
Agreement; and
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3) any fraudulent, unauthorized or wrongful act or
omission by NWL or its employees.
b. Federated agrees to indemnify and hold NWL harmless from
any and all losses, claims, damages, liabilities or
expenses to which NWL may become subject under any
statute, regulation, at common law or otherwise, insofar
as such losses, claims, damages, liabilities or expenses
relate directly to the sale of the products identified
in the Appendix to this Agreement, and arise as a direct
consequence of:
1) any material misrepresentation or omission, or
alleged material misrepresentation or omission,
contained in the sales literature developed by
Federated for the products, or the registration
statement and prospectus for the mutual fund
investment options serving as the underlying
investment media for the annuity products,
provided that such misrepresentations or omissions
are not attributable to any failure by NWL,
whether negligent or intentional, to provide
accurate information, on a timely basis, necessary
for inclusion in the sales literature or mutual
fund registration statement or prospectus.
2) any failure by Federated, its employees or
registered representatives, to perform the duties
and discharge the obligations contemplated in this
Agreement; and
3) any fraudulent, unauthorized or wrongful acts or
omissions by Federated, its employees and
registered representatives.
c. Neither NWL nor Federated shall be liable, as the
indemnifying party pursuant to subparagraphs a. and b.
of this paragraph 4 (of section F), if the losses,
claims, damages, liabilities or legal expenses incurred
by the indemnified party arise out of the indemnified
party's willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or through
the reckless disregard of its duties under this
Agreement.
d. NWL and Federated will promptly notify each other of the
commencement of any litigation or proceedings, or the
assertion of any claim or any material pertinent
inquiries as described in this Agreement.
5. Notices
All notices, requests, demands and other communication under
this Agreement shall be in writing and shall be deemed to have
been given on the date of service if served personally on the
party to whom notice is to be given, or on the date of
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mailing if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed as follows:
TO NWL:
Nationwide Life Insurance Company
Xxxxxxx X. Xxxxx
Senior Vice-President, Nationwide Life
Insurance Company
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
TO Federated:
Federated Securities Corp.
Attn: Xxxxxx Xxxxxxx
Senior Vice President
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
6. Governing Law
This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
7. Confidentiality
Any information, documents and materials, whether printed or
oral, furnished by either party or its agents or employees to
the other shall be held in confidence. Except under lawful
authority, no such information shall be given to any third
party without the express written consent of the other party.
G. TERM OF AGREEMENT
This Agreement shall remain in full force and effect for a period of
three (3) years from its effective date herein until terminated, and
may be amended or extended beyond its current term only by mutual
agreement of the parties, in writing. Any decision by either party
to cease issuance or distribution of any specific product
contemplated under this Agreement shall not effect a termination of
the Agreement unless mutually agreed upon.
H. TERMINATION
1. Either party may terminate this Agreement for cause at any
time, with or without written notice to the other, if the
other knowingly and willfully (a) materially fails to comply
with the laws or regulations of any state or governmental
agency or body having jurisdiction over the sale of insurance
or securities, (b) misappropriates any money or property
belonging to the other, (c) subjects the other to any material
actual or potential liability due to misfeasance,
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malfeasance, or nonfeasance, (d) commits any fraud upon the
other, (e) has an assignment for the benefit of creditors, (f)
incurs bankruptcy, or (g) commits a material breach of this
Agreement.
2. Either party may terminate this Agreement after the expiration
of its three (3) year term and any extension thereof, without
regard to cause, upon twelve (12) months prior written notice.
3. In the event of termination of this Agreement, NWL and
Federated will each use their "best efforts," as defined
below, to preserve in force the business relating to the
products issued pursuant to this Agreement.
"Best efforts" with respect to Federated shall mean that
Federated shall endeavor to ensure that the various
Dealers' sales representatives appointed by NWL shall
not recommend to an owner of a product that the product
be exchanged for a non-NWL policy unless there are
reasonable grounds that the exchange of the product is
suitable for the product owner, with both Federated and
NWL acknowledging the limitations on Federated's ability
to do so due to the independent contractor status of its
sales distribution representatives.
"Best efforts" with respect to each party shall include,
but not be limited to, efforts to develop new product
features, contractual benefits and administrative and
service enhancements which, if economically feasible,
may be introduced to owners of the products, thereby
discouraging the surrender, cancellation, exchange or
transfer of the products identified in Appendix A.
4. Following the termination of this Agreement, Federated will
have the ability to select a replacement insurance company for
the purposes of developing and marketing a proprietary
variable annuity product or products that offer Federated
portfolios. The provisions and representations of this Section
H herein shall survive the Termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto execute this Agreement effective as of
this 15 day of December, 2001.
NATIONWIDE LIFE INSURANCE COMPANY
By /s/ Xxxxxxx X Xxxxx
------------------------------------------------------
Title Sr VP - Sales - Financial Services
-------------------------------------------
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FEDERATED SECURITIES CORP.
By /s/ Xxxxx X. Xxxx
------------------------------------------------------
Xx. Xxxxx X. Xxxx, President
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APPENDIX A
Exclusively refers to the following products:
A share variable annuity to be named - [To be filed in the following states]
B share variable annuity to be named - [To be filed in the following states]
This APPENDIX may be amended from time to time with the addition of certain
other variable annuity or variable insurance products.
* Actual form numbers to be used in certain states may have different
identifying suffixes, which reflect certain unique characteristics of the
contract mandated by the particular state insurance authority.
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EXHIBIT A
Administration Services/Distribution Agreement
Analysis of Functions and Responsibilities
A. Administration and Customer Service
NWL Federated
- Reviews the completed application. - Federated shall continue to be a member in good
Applies underwriting/issue criteria to standing of the NASD. Federated shall promptly
application. notify NWL in the event that it should become
aware that any selling Dealer should in any way
become disqualified with the NASD or any state
securities regulatory authority or should
materially fail to adhere to supervisory
standards in connection with the sale of the
products established jointly by NWL and
Federated.
- Relays portfolio and product
information to appropriate third party
reporting services (i.e., Morningstar,
VARDs, Hy Sales).
- Notifies agent and/or customer of any
error or missing data necessary to
underwrite application and establish
Contract Owner records.
- Receives and processes all - Accommodates customer service function by
Policyholder service requests, providing any supporting information or
including but not limited to documentation which may be in the control of
informational requests, beneficiary Federated.
changes, payments/deposits, and
transfers of contract value between
eligible investment options.
- Receives and processes surrenders,
loans, death claims in accordance with
established guidelines.
- Prepares checks for surrenders, loans,
death claims and forwards to payee.
Prepares and mails confirmation
statement of disbursement to Contract
Owner/Beneficiary, with copy to agent.
- Maintains daily records of all changes
made to Contract Owner accounts and
values those accounts daily.
- Researches and responds to all - Researches and responds to customer/broker
customer/broker policy inquiries. inquiries regarding fund performance and
distribution practices.
- Maintains all required policyholder
records in compliance with regulatory
retention requirements.
- Prints, provides all forms ancillary to
contract/policy issue.
- Maintain adequate number of toll-free
lines to service customer/broker
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policy inquiries.
- Maintains a 24 hour "voice response"
system for unit values and contract
values and other applications as
developed.
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- Provides response information for - Immediately communicates complaints (formal
complaints or inquiries from state written complaints and all inquires or
insurance departments, the SEC, and complaints from any federal or state regulatory
other outside agencies. body) received by Federated and assists in
resolution.
- Provides payout quotes information for
customers.
- Maintains 1035 and transfer support. - Communicates responsibilities to producers and
supports the process as appropriate.
- Provides several daily outbound data
feeds on existing contracts, including
registration, transaction, unit values,
and production history files in lieu of
paper delivery of producer confirmation,
quarterly statements, and commission
statements.
B. Banking
NWL Federated
- Balances, edits, endorses and prepares
daily deposit.
- Places deposits in depository account.
- Prepares daily cash journal summary
reports.
C. Proxy Processing
This section is governed by the fund participation agreement which has been
entered into (or will be entered into) by NWL and The Federated Insurance Series
Trust -- such agreement is hereby incorporated by reference into this Agreement.
D. Insurance Licensing and Commissions
NWL Federated
- Establishes and maintains General Agent - Federated will cooperate with NWL in the
Agreements with producer firms. corporate licensing and agent appointment
process with the producer firms.
- Verifies, supports and facilitates the - Other than below, payment of producer
process of establishing state corporate renewal fees are the responsibility of the
licenses for producer firms. This does producer firm
not include actual form filings or
payment of fees.
- Receives, establishes, processes,
maintains agent appointment records.
Pays for initial appointments with NWL
for Federated wholesalers and Federated
introduced Dealer firms' representatives.
Pays for
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renewal appointments with NWL for
Federated wholesalers, representatives
of Xxxxxx Xxxxx, and representatives of
Dealers whose cumulative gross
commissions in Nationwide products
exceed $25,000.
- In a few select key client firms, NWL
will pay for all appointments, initial
and renewal licensing expenses.
- Ascertains, on receipt of applications, - Federated will be responsible for the
whether writing agent is appropriately licenses of Federated wholesalers and
licensed and appointed. sales support personnel (NWL will be
responsible for appointments).
- Pays commissions and assesses
chargebacks to the General Agents in
accordance with agreements relating to
same.
E. Premium Taxes
NWL
- Collects, pays and accounts for premium
taxes as appropriate.
- Prepares and maintains all premium tax
records by state.
- Maintains liabilities in General Account
ledger for accrual of premium taxes
collected.
- Integrates all company premium taxes due
and performs related accounting.
F. Regulatory and Other Reporting
NWL Federated Insurance Series Trust
- Prepares and files all contracts and - Prepares and files registrations as
registrations required by SEC and state required by the SEC relative to the mutual
insurance departments as related to the fund investments.
annuity product.
- Coordinates and prints (on a timely - Provides completed, annuity prospectuses
basis) the product prospectuses and the on computer diskette or in camera ready
mutual fund prospectus in a single form and pays 50% of the underlying fund
document and pays 50% of the underlying prospectus for prospective promotional
fund prospectus for promotional purposes, and pays 100% of prospectus cost
purposes. for requisite Shareholder purposes.
- Prepares and files Separate Account
Semi-Annual and Annual Statements.
- Prepares and mails the appropriate,
required IRS reports at the Contract
Owner level. Files same with required
regulatory
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agencies.
- Prepares and files N-SAR for the
Separate Account.
- Responsible for all audits related to
the separate account and registration.
- Provides periodic reports in accordance
with Schedule of Reports to be jointly
prepared by NWL and Federated.
G. Sales and Marketing
NWL Federated
- Supports the Insurance Products - Responsible for wholesaling the Insurance
wholesaling efforts with input and other Products to prospective producers,
support as appropriate. including seminars, one-on-one presentations,
training, and other normal wholesaling
activities.
- Provides input into the Sales and - Completes a Sales and Marketing plan
Marketing plan. Responsible for annually by a mutually agreed upon date,
planning service and administration to include but not limited to premium
support to appropriately support the projections, strategies and other
sales efforts. activities that may generate expenses at
NWL.
- Participates in joint development of - Responsible for leading joint development
all sales and marketing materials, of all sales and marketing materials and
and files with state insurance for all costs associated with printing,
authorities as required. storing, postage and delivery
- Responsible for filing sales and marketing
material with the NASD as required.
- Provides input and prior approval on - Responsible for development and associated
advertising materials. Files with costs of all advertising developed by
regulatory agencies as required. Federated.
H. Revenue Sharing
NWL Federated
[To be attached] [To be attached]
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EXHIBIT B
ADVERTISING AND SALES PROMOTION
MATERIAL GUIDELINES
In order to assure compliance with state and federal regulatory requirements and
to maintain control over the distribution of promotional materials dealing with
the Products, NWL and Federated require that all variable contract promotional
materials be reviewed and approved by both NWL and Federated prior to their use.
These guidelines are intended to provide appropriate regulatory and distribution
controls.
1. Sufficient lead time must be allowed in the submission of all promotional
material. NWL and Federated shall approve in writing all promotional
material. Such approval shall not be unreasonably withheld and shall be
given as promptly as possible within a reasonable period of time as
agreed.
2. All promotional material will be submitted in "draft" form to permit any
changes or corrections to be made prior to the printing.
3. NWL and Federated will provide each other with details as to each and
every use of all promotional material submitted. Approval for one use will
not constitute approval for any other use. Different standards of review
may apply when the same advertising material is intended for different
uses. The following information will be provided for each item of
promotional material:
a. In what jurisdiction(s) the material will be used.
b. Whether distribution will be for "public" or "dealer only" use, and
whether regulatory filing will be required.
c. How the material will be used (e.g., brochure, mailings, 482 ads,
etc.)
d. The projected date of initial use and, if a special promotion, the
projected date of last use.
4. NWL and Federated will advise each other of the date on which any material
is discontinued from use.
5. Any changes to previously approved promotional material must be
resubmitted, following these procedures. When approved material is to be
put to a different use, request for approval of the material for the new
use must be submitted.
6. NWL and Federated will assign a form number to each item of advertising on
each piece of advertising and sales promotional material. It will be used
to aid in necessary filings, and to maintain appropriate controls.
7. NWL and Federated will provide written approval for all material to be
used.
8. Federated will provide NWL with a minimum of 50 copies of all material in
final print form to effect necessary state filings.
9. Federated will coordinate, perform and be responsible for SEC/NASD filings
of sales and promotional material to be used by Federated and distributors
registered representatives.
10. All telephone communication and written correspondence should be directed
to Xxxxx Xxxxxx Compliance Director, NWL, Xxx Xxxxxxxxxx Xxxxx 00X,
Xxxxxxxx, XX 00000 (phone (000) 000-0000) and if to Federated, to: Xx.
Xxxxxxxx Xxxxxx, Advertising Compliance Supervisor, Federated Investors,
Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX,
00000-0000.
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11. As used in this EXHIBIT "B," the phrase "advertising and sales promotion
material" shall include, but not be limited to:
- Customer pieces
- Broker-only pieces
- Sales ideas
- Training materials
- Performance data
- Seminar scripts
- Television and radio advertisements
- Internet and Web based materials
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