Fund Participation Agreement
This
Fund
Participation Agreement (“Agreement”), dated as of the 16th day of
December,
1998 is made by and between Nationwide Life Insurance Company and/or Nationwide
Life and Annuity Insurance Company (separately or collectively “Nationwide”) on
behalf of the Nationwide separate accounts identified on Exhibit A which is
attached hereto and may be amended from time to time (“Variable Accounts”), and
Evergreen Variable Annuity Trust and Evergreen Equity Trust (collectively the
“Funds” and/or “Evergreen”), upon which the parties hereto may mutually agree to
amend from time to time and which the Funds will make available to serve as
an
underlying investment medium for variable annuity contracts and/or variable
life
insurance policies (collectively referred to herein as the “Contracts”) as set
forth in Exhibit A, subject to the following conditions.
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1.
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Nationwide
represents and warrants that the Variable Accounts have been established
and are in good standing under Ohio Law; and the Variable Accounts
have
been registered as unit investment trusts under the Investment Company
Act
of 1940 (the “1940 Act”) or are exempt from registration pursuant to
section 3(c)(11) of the 1940 Act;
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2.
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Each
party recognizes that the services provided for under this Agreement
are
not exclusive and that the same skill will be used in performing
services
in similar contexts. Nationwide will use its best efforts to
give equal emphasis and promotion to shares of the Fund as is given
to
other underlying investments of the Variable
Accounts.
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3.
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Subject
to the terms and conditions of this Agreement, Nationwide shall be
appointed to, and agrees, to act as a limited agent of Evergreen,
for the
sole purpose of receiving instructions for the purchase and redemption
of
Fund shares (from Contract owners or participants making investment
allocation decisions under the Contracts) prior to the close of regular
trading each Business Day. “Business Day” shall mean any day
on
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which
the New York Stock Exchange is open for trading and on which the
Funds
calculate their net asset value as set forth in the Funds’ most recent
Prospectuses and Statements of Additional Information. Except
as particularly stated in this paragraph, Nationwide shall have no
authority to act on behalf of Evergreen or to incur any cost or liability
on its behalf.
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Evergreen,
through its service providers, will use its reasonable best efforts
to
provide closing net asset value, change in net asset value, dividend
or
daily accrual rate information and capital gain information by 7:00
p.m.
Eastern Time each Business Day to Nationwide. Nationwide shall
use this data to calculate unit values. Unit values shall be
used to process that same Business Day’s Variable Account
transactions. Orders for purchases or redemptions shall be
placed with Evergreen or its specified agent no later than 9:00 a.m.
the
next business day in order to get the net asset value of the previous
business day. Orders for shares of Funds shall be accepted at
the time they are received by Evergreen or its specified agent and
at the
net asset value price determined as of the close of trading on the
previous Business Day. Evergreen or its specified agent will
not accept any order made on a conditional basis or subject to any
delay
or contingency. Nationwide shall only place purchase orders for
shares of Funds on behalf of its customers whose addresses recorded
on
Nationwide’s books are in a state or other jurisdiction in which the Funds
are registered or qualified for sale, or are exempt from registration
or
qualification as confirmed in writing by Evergreen or its specified
agent.
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Payment
for net purchases shall be wired to a custodial account designated
by
Evergreen and payment for net redemptions will be wired to an account
designated by Nationwide. Dividends and capital gain
distributions shall be reinvested in additional Fund shares at net
asset
value. Notwithstanding the above, Evergreen or its specified
agent shall not be held responsible for providing Nationwide with
ex-date
net asset value, change in net asset value, dividend or 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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Nationwide
agrees to provide Evergreen or its specified agent, upon request,
written
reports indicating the number of shareholders that hold interests
in the
Funds and such other information (including books and records) that
Evergreen or its specified agent may reasonably request or as may
be
necessary or advisable to enable it to comply with any law, regulation
or
order.
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4.
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All
expenses incident to the performance by Evergreen under this Agreement
shall be paid by Evergreen. Evergreen shall promptly provide
Nationwide, or cause Nationwide to be provided with, a reasonable
quantity
of the Funds’ Prospectuses, Statements of Additional Information and any
supplements.
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Nationwide
will bear the responsibility and correlative expense for administrative
and support services for Contract owners. Evergreen recognizes
Nationwide as the sole shareholder of shares of the Funds issued
under
this Agreement.
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5.
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Nationwide
and its agents shall make no representations concerning the Funds
or Fund
shares except those contained in the Funds’ then current
Prospectuses. Statements of Additional Information or other
documents produced by Evergreen (or an entity on its behalf) which
contain
information about the Funds. Nationwide agrees to allow at
least ten days for Evergreen to review any advertising and sales
literature drafted by Nationwide (or agents on its behalf) with respect
to
the Funds prior to submitting such material to any
regulator.
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6.
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Evergreen
and Nationwide hereby agree and represent that each currently believe
that
their information technology systems will be Year 2000 Compliant
in
accordance with the Year 2000 Compliance requirements of the SEC
and the
National Association of Securities Dealers (“NASD”). Each party
shall notify the other if there is a change in the status of their
informational technology systems or upon having a reasonable basis
for
believing that their informational technology systems will not be
Year
2000 Complaint. Evergreen agrees to provide Nationwide with
written assurances by May 1, 1999, that their systems or software
will be
Year 2000 Compliant. Evergreen is aware that failure to be in
compliance with Year 2000 requirements can result in termination
of this
agreement.
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“Year
2000 Complaint” or “Year 2000 Compliance” shall mean that the systems or
software in question shall be able to accurately process date or
date-related data, without creating any logical or mathematical
inconsistencies, from, into and between the twentieth and twenty-first
centuries, when used in accordance with the specifications set forth
for
such systems or software; provided, however, that neither party shall
be
responsible for any failure of its systems or software to be Year
2000
Compliant which is caused by or related to the interaction or interface
of
such systems or software with the systems or software of a third
party
which are not Year 2000 Compliant.
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7.
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Evergreen
represents that the Funds are currently qualified as regular investment
companies under Subchapter M of the Internal Revenue Code of 1986
(the
“Code”), as amended, and that the Funds shall make every effort to
maintain such qualification. Evergreen shall promptly notify
Nationwide upon having a reasonable basis for believing that the
Funds
have ceased to so qualify, or that they may not qualify as such in
the
future.
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Evergreen
represents that the VA Funds currently comply with the diversification
requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b)
of the Federal Tax Regulations and that Evergreen will make every
effort
to maintain the VA Funds’ compliance with such diversification
requirements, unless the Funds are otherwise exempt from Section
817(h)
and/or except as otherwise disclosed in each Fund’s
prospectus. Evergreen will notify Nationwide promptly upon
having a reasonable basis for believing that the VA Funds have ceased
to
so qualify, or that the VA
Funds
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might
not so qualify in the future. Unless otherwise exempt,
Evergreen shall provide to Nationwide a statement indicating compliance
by
the VA Funds with Section 817(h) to be received by Nationwide no
later
than twenty-five (25) days following the end of each calendar
quarter.
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Nationwide
represents that the Contracts are currently treated as annuity contracts
or life insurance policies, whichever is appropriate under applicable
provisions of the Code, and that it shall make every effort to maintain
such treatment. Nationwide will promptly notify Evergreen upon
having a reasonable basis for believing that the Contracts have ceased
to
be treated as annuity contracts or life insurance policies, or that
the
Contracts may not be so treated in the
future.
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Unless
a Fund is exempt from the requirements of Section 817(h), Nationwide
represents that each Variable Account is a “segregated asset account” and
that interests in each Variable Account are offered exclusively through
the purchase of a “variable contract,” within the meaning of such terms
pursuant to Section 1.817-5(f)(2) of the Federal Tax Regulations,
that it
shall make every effort to continue to meet such definitional
requirements, and that it shall notify Evergreen immediately upon
having a
reasonable basis for believing that such requirements have ceased
to be
met or that they may not be met in the
future.
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Nationwide
represents and warrants that the Contracts are, or will be, registered
under the 1933 Act to the extent required by the 1933 Act prior to
any
issuance or sale of the Contracts, the Contracts will be issued and
sold
in compliance in all material respects with all applicable federal
and
state law, and the sale of the Contracts will comply in all material
respects with state insurance suitability
requirements.
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8.
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Within
five (5) Business Days after the end of each calendar month, Evergreen
shall provide Nationwide a monthly statement of account, which shall
confirm all transactions made during that particular month in the
Variable
Accounts.
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9.
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Nationwide
agrees to inform Evergreen of the existence of or any potential for
any
material conflict of interest between the interests of the Contract
owners
of the Variable Account investing in the Funds and/or any other separate
account of any other insurance company investing in the
Funds. A material irreconcilable conflict may arise for a
variety of reasons, including but not limited
to:
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(a)
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an
action by any state insurance or other regulator
authority;
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(b)
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a
change in applicable federal or state insurance, tax or securities
laws or
regulations, 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 Fund are being managed;
or
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(e)
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a
difference in voting instructions given by Contract owners or by
contract
owners of different life insurance companies currently utilizing
the
Funds.
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It
is
agreed that if it is determined by a majority of the members of the Board of
Trustees of the Funds, or a majority of its disinterested Trustees, that a
material conflict exists affecting Nationwide, Nationwide shall, at its own
expense, take whatever steps necessary to remedy or eliminate such 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 account from
the Funds
and
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(i)
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reinvesting
such assets in a different investment medium, including another Fund;
or
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(ii)
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submitting
the question of whether such segregation should be subjected to a
vote of
all affected Contract owners, which may result in segregating the
assets
of any particular group (i.e., annuity Contract owners, variable
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; or
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(b)
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establishing
a new registered management investment company or managed separate
account
and obtaining any necessary approvals or orders of the SEC in connection
therewith.
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Evergreen
agrees to inform Nationwide of the existence of or any potential for any
material conflict of interest and any possible implications of the
same. A material irreconcilable conflict may arise for a variety of
reasons, including but not limited to:
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(a)
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an
action by any state 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, public ruling, private letter ruling, or any similar
action
by insurance, tax or regulatory
authorities;
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(c)
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an
administrative or judicial decision in any relevant proceeding;
or
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(d)
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the
manner in which the investments of any Fund are being
managed.
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It
is
agreed that if it is determined by Nationwide that a material conflict exists
affecting Evergreen, Evergreen shall, at its own expense, take whatever steps
are necessary to remedy or eliminate such material conflict.
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10.
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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 or Evergreen upon at least 60 days advance
written notice to the other;
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(b)
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at
any time, upon Evergreen’s election, if the Funds determine that
liquidation of the Funds is in the best interest of the Funds and
their
beneficial owners. Reasonable advance notice of election to
liquidate shall be furnished by Evergreen to permit the substitution
of
Fund shares with the shares of another investment company pursuant
to SEC
regulation;
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(c)
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if
the Contracts are not treated as annuity contracts or life insurance
policies by the applicable regulators or under applicable rules or
regulations;
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5
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(d)
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if
the Variable Accounts are not deemed “segregated asset accounts” by the
applicable regulators or under the applicable rules or
regulations;
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(e)
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at
the option of Nationwide, if Fund shares not available for any reason
to
meet the requirements of Contracts as determined by
Nationwide. Reasonable advance notice of election to terminate
(and time to cure) shall be furnished by
Nationwide;
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(f)
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at
the option of Nationwide or Evergreen, upon institution of relevant
formal
proceedings against the broker-dealer(s) marketing the Contracts,
the
Variable Accounts, Nationwide or the Funds by the NASD, IRS, the
Department of Labor, the SEC, state insurance departments or any
other
regulatory body;
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(g)
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upon
a decision by Nationwide, in accordance with regulations of the SEC,
to
substitute such Fund shares with the shares of another investment
company
for Contracts for which the Fund shares have been selected to serve
as the
underlying investment medium. Nationwide shall give at least 60
days written notice to the Funds and Evergreen of any proposal to
substitute Fund shares;
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(h)
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upon
assignment of this Agreement unless such assignment is made with
the
written consent of each other party;
and
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(i)
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in
the event Fund shares are not registered, issued or sold pursuant
to
Federal Law, or such law precludes the use of Fund shares as an underlying
investment medium of Contracts issued or to be issued by
Nationwide. Prompt written notice shall be given by either
party to the other in the event the conditions of this provision
occur.
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11.
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Each
notice required by this Agreement shall be given orally and confirmed
in
writing to:
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Nationwide
Life Insurance Company
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Nationwide
Life and Annuity Insurance Company
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Xxx
Xxxxxxxxxx Xxxxx 0-00-X0
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Xxxxxxxx,
Xxxx 00000
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Attention: Senior
Vice President – Life Company
Operations
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With
a copy to:
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Nationwide
Life Insurance Company
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Nationwide
Life and Annuity Insurance Company
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Xxx
Xxxxxxxxxx Xxxxx 0-00-X0
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Xxxxxxxx,
Xxxx 00000
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Attention: Compliance
Manager – Securities
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Evergreen:
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Evergreen
Funds
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000
Xxxxxxxx Xxxxxx
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Xxxxxx,
Xxxxxxxxxxxxx 00000-0000
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Attention: Legal
Department
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6
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And
a copy to:
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Evergreen
Funds
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000
Xxxxxxxx Xxxxxx
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Xxxxxx,
Xxxxxxxxxxxxx 00000-0000
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Attention: Xxxxxxx
Xxxxxxxxx
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Any
party may change its address by notifying the other party(ies) in
writing.
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12:
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So
long as and to the extent that the SEC continues to interpret the
1940 Act
to require pass-through voting privileges for variable contract owners,
Nationwide shall distribute all proxy material furnished by Evergreen
(provided that such material is received by Nationwide at least 10
business days prior to the date scheduled for mailing to Contract
owners)
and shall vote Fund shares in accordance with instructions received
from
the Contract owners who have such interests in such Fund
shares. Nationwide shall vote the Fund shares for which no
instructions have been received in the same proportion as Fund shares
for
which said instructions have been received from Contract owners,
provided
that such proportional voting is not prohibited by the Contract owner’s
related plan or trust document. Nationwide and its agents will
in no way recommend action in connection with or oppose or interfere
with
the solicitation of proxies for the Fund shares held for the benefit
of
such Contract owners.
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Nationwide
will provide to Evergreen at least one complete copy of each report,
solicitation for voting instructions, application for exemption,
request
for no-action relief, and any amendment to any of the above (or any
amendment to the registration statement, prospectus, statement of
additional information, piece of sales literature or other promotional
material (that relates to the Contracts or the Account, contemporaneously
with the filing of the document with the Commission, the NASD, or
other
regulatory authorities.
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Evergreen
will provide to Nationwide at least one complete copy of each report,
solicitation for voting instructions, application for exemption,
request
for no-action relief, and any amendment to any of the above (or any
amendment to the registration statement, prospectus, statement of
additional information, piece of sales literature or other promotional
material) that relates to the Contracts or the Account, contemporaneously
with the filing of the document with the Commission, the NASD, or
other
regulatory authorities.
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13.
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(a)
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Nationwide
agrees to reimburse and/or indemnify and hold harmless Evergreen
and each
of its directors, officers, employees, agents and each person, if
any, who
controls Evergreen within the meaning of the Securities Act of 1933
(the
“1933 Act”) (collectively, “Affiliated Party”) against any losses, claims,
damages, liabilities, or expenses, including amounts paid in settlement
with the written consent of Nationwide (“Losses”), to which Evergreen or
any such Affiliated Party may
become
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subject, under the 1933 Act or otherwise, insofar as such Losses (or actions
in
respect thereof) arise out of or are based upon, but not limited
to:
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(i)
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any
untrue statement or alleged untrue statement of any material fact
contained in information furnished by
Nationwide;
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(ii)
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the
omission or the alleged omission to state in the Registration Statements
or Prospectuses of the Variable Accounts a material fact required
to be
stated therein or necessary to make the statements therein not
misleading;
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(iii)
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conduct,
statements or representations of Nationwide or its agents, with respect
to
the sale and distribution of Contracts for which Fund shares are
an
underlying investment;
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(iv)
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the
failure of Nationwide to provide the services and furnish the materials
under the terms of this Agreement;
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(v)
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a
breach of this Agreement or of any of the representations contained
herein;
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(vi)
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any
failure to registered the Contracts or the Variable Accounts under
federal
or state securities laws, state insurance laws or to otherwise comply
with
such laws, rules, regulations or orders;
or
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(vii)
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wrong
conduct in administration of the Contracts or Variable
Accounts.
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Provided
however, that Nationwide shall not be liable in any such case to the extent
any
such statement, omission or representation or such alleged statement alleged
omission or alleged representation was made in reliance upon and in conformity
with written information furnished to Nationwide by or on behalf of Evergreen
specifically for use therein.
Nationwide
shall reimburse any legal or other expenses reasonably incurred by Evergreen
or
any Affiliated Party in connection with investigating or defending any such
Losses, provided, however, that Nationwide shall have prior approval of the
use
of said counsel or the expenditure of said fees.
This
indemnity agreement shall be in addition to any liability which Nationwide
may
otherwise have.
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(b)
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Evergreen
agrees to indemnify and hold harmless Nationwide and each of its
directors, officers, employees, agents and each person, (collectively,
“Nationwide Affiliated Party”), who controls Nationwide within the meaning
of the 1933 Act against any Losses to which Nationwide or any such
Nationwide Affiliated Party may become subject, under the 1933 Act
or
otherwise, insofar as such Losses (or actions in respect thereof)
arise
out of or are based upon, but not limited
to:
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(i)
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any
untrue statement or alleged untrue statement of any material fact
contained in any information furnished by Evergreen, including but
not
limited to, the Registration Statements, Prospectuses or sales literature
of the Funds;
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(ii)
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the
omission or the alleged omission to state in the Registration Statements
or Prospectuses of the Funds a material fact required to be stated
therein
or necessary to make the statements therein not
misleading;
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(iii)
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Evergreen’s
failure to keep the Funds fully diversified and qualified as regulated
investment companies as required by the applicable provisions of
the Code,
the 1940 Act, and the applicable regulations promulgated
thereunder;
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(iv)
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the
failure of Evergreen to provide the services and furnish the materials
under the terms of this Agreement;
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(v)
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a
breach of this Agreement or of any of the representations contained
herein;
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(vi)
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any
failure to register the Funds under federal or state securities laws
or to
otherwise comply with such laws, rules, regulations or orders;
or
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(vii)
wrongful conduct in administration of the
Funds.
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Provided,
however, that Evergreen shall 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
act
or omission of Nationwide or untrue statement or omission or alleged omission
made in conformity with written information furnished to Evergreen by Nationwide
specifically for use therein.
Evergreen
shall reimburse any reasonable legal or other expenses reasonably incurred
by
Nationwide or any Nationwide Affiliated Party in connection with investigating
or defending any such Losses, provided, however, that Evergreen shall have
prior
approval of the use of said counsel or the expenditure of said
fees.
This
indemnity agreement will be in addition to any liability which Evergreen may
otherwise have.
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(c)
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Each
party shall promptly notify the other party(ies) in writing of any
situation which presents or appears to involve a claim which may
be the
subject of indemnification under this Agreement and the indemnifying
party
so elects, it shall notify the indemnified party and shall assume
the
defense of such claim, and the indemnified party shall cooperate
fully
with the indemnifying party, at the indemnifying party’s expense, in 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 admit to wrongdoing nor make any
compromise in any action or proceeding which may result in 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 among the parties with respect
to
the claim.
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This
section shall survive the expiration or termination of this
Agreement.
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14.
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The
forbearance or neglect of any party to insist upon strict compliance
by
another party with any of the provisions of this Agreement, whether
continuing or not, or to declare a forfeiture of termination against
the
other parties, shall not be construed as a waiver of any of the rights
or
privileges of any party hereunder. No waiver of any right or
privilege
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of
any party arising from any default or failure of performance by any
party
shall affect the rights or privileges of the other parties in the
event of
a further default or failure of
performance.
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15.
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This
Agreement shall be construed and the provisions hereof interpreted
under
and in accordance with the laws of Massachusetts, without respect
to its
choice of law provisions and in accordance with the 1940
Act. In the case of any conflict, the 1940 Act shall
control.
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16.
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Each
party hereby represents and warrants to the other that the persons
executing this Agreement on its behalf are duly authorized and empowered
to execute and deliver the Agreement and that the Agreement constitutes
its legal, valid and binding obligation, enforceable against it in
accordance with its terms. Except as particularly set forth
herein, neither party assumes any responsibility hereunder, and will
not
be liable to the other for any damage, loss of data, delay or any
other
loss whatsoever caused by events beyond its reasonable
control.
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17.
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Nationwide
acknowledges that the identity of Evergreen’s (and its affiliates’ and/or
subsidiaries’) customers and all information maintained about those
customers constitute the valuable property of
Evergreen. Nationwide agrees that, should it come into contact
or possession of any such information (including, but not limited
to,
lists or compilations of the identity of such customers), Nationwide
shall
hold such information or property in confidence and shall not use,
disclose or distribute any such information or property except with
Evergreen’s prior written consent or as required by law or judicial
process.
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Evergreen
acknowledges that the identity of Nationwide’s (and its affiliates’ and/or
subsidiaries’) customers and all information maintained about those
customers constitute the valuable property of
Nationwide. Evergreen agrees that, should it come into contact
or possession of any such information (including, but not limited
to,
lists or compilations of the identify of such customers), Evergreen
shall
hold such information or property in confidence and shall not use,
disclose or distribute any such information or property except with
Nationwide’s prior written consent or as required by law or judicial
process.
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This
section shall survive the expiration or termination of this
Agreement.
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18.
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Nothing
in this Agreement shall be deemed to create a partnership or joint
venture
by and among the parties hereto.
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19.
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This
Agreement supersedes any and all prior Fund Participation Agreements
made
by and between the parties.
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20.
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Except
to amend Exhibit A, or as otherwise provided in this Agreement, this
Agreement may not be amended or modified except by a written amendment
executed by each of the parties.
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21.
|
This
Agreement shall be binding upon and inure to the benefit of the parties’
respective successors.
|
|
22.
|
This
Agreement may be executed by facsimile signature and it may be executed
in
one or more counterparts, each of which shall be deemed an original,
but
all of which together shall constitute one and the same
instrument.
|
|
|
NATIONWIDE
LIFE INSURANCE COMPANY AND
|
|
|
NATIONWIDE
LIFE AND ANNUITY INSURANCE
|
|
|
COMPANY
|
|
|
________________________________________________
|
|
Date: ______________
|
By:
|
Xxxxxx
X. Xxxx
|
|
Title:
|
Vice
President
|
|
|
Office
of Product and Market Compliance
|
|
|
EVERGREEN
VARIABLE ANNUITY TRUST AND
|
|
|
EVERGREEN
EQUITY TRUST ON THEIR BEHALF
|
|
|
AND
ON BEHALF OF THE PORTFOLIOS SET
|
|
|
FORTH
IN EXHIBIT A
|
|
|
________________________________________________
|
|
Date: _____________
|
By:
|
Xxxxxxx
X. Xxxxxx
|
|
Title:
|
Vice
President
|
- -
11
|
|
EXHIBIT
A
|
|
|
This
Exhibit corresponds to the Fund Participation Agreement dated December
16,
1998.
|
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
-Variable
Life Insurance Policies
|
Evergreen
Variable Trust:
· Evergreen
VA Aggressive Growth Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Strategic Income Fund
Evergreen
Equity Trust:
· Evergreen
Small Cap Equity Income Fund
(Y
Shares)
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
- -
12
|
|
Amendment
No. 1 to Exhibit A
|
|
|
This
Amendment No. 1 corresponds to the Fund Participation Agreement
dated
|
|
|
December
16, 1998
|
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
-Variable
Life Insurance Policies
|
Evergreen
Variable Trust:
· Evergreen
VA Aggressive Growth Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Strategic Income Fund
· Evergreen
VA Masters Fund
Evergreen
Equity Trust:
· Evergreen
Small Cap Equity Income Fund
(Y
Shares)
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 1 to Fund
Participation Agreement to be executed as of the date(s) set forth
below:
NATIONWIDE
LIFE
INSURANCE COMPANY AND
NATIONWIDE
LIFE AND
ANNUITY INSURANCE
COMPANY
________________________________________________
Date: __________ By: Xxxxxx
X. Xxxx
Title: Vice
President
Office
of Product and Market
Compliance
EVERGREEN
VARIABLE
ANNUITY TRUST AND
EVERGREEN
EQUITY
TRUST ON THEIR BEHALF
AND
ON BEHALF OF THE
PORTFOLIOS
SET
FORTH IN EXHIBIT
A
________________________________________________
Date: __________ By: Xxxxxxx
X. Xxxxxx
Title: Vice
President
13
NATIONWIDE
LIFE INSURANCE COMPANY
NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY
HOME
OFFICE: XXX XXXXXXXXXX XXXXX – XXXXXXXX, XX
00000-0000
- -
14
This
Amendment No. 2 corresponds to the Fund Participation Agreement dated December
16, 1998.
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
|
Evergreen
Variable Trust:
· Evergreen
VA Omega Fund*
· Evergreen
VA Capital Growth Fund
· Evergreen
VA Equity Index Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Strategic Income Fund
· Evergreen
VA Masters Fund
· Evergreen
VA Small Cap Value Fund**
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
*formerly
Evergreen VA Aggressive Growth Fund
**formerly
Evergreen VA Small Cap Equity Income Fund
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 2 to Fund
Participation Agreement to be executed as of the date(s) set forth
below:
NATIONWIDE
LIFE
INSURANCE COMPANY AND
NATIONWIDE
LIFE AND
ANNUITY INSURANCE
COMPANY
________________________________________________
Date: __________ By: Xxxxxx
X. Xxxx
Title: Vice
President
Office
of Product and Market
Compliance
EVERGREEN
VARIABLE
ANNUITY TRUST AND
EVERGREEN
EQUITY
TRUST ON THEIR BEHALF
AND
ON BEHALF OF THE
PORTFOLIOS
SET
FORTH IN EXHIBIT
A
________________________________________________
Date: __________ By: Xxxxxxx
X. Xxxxxx
Title: Secretary
- -
15
Amendment
No. 3 to Exhibit A
This
Amendment No. 3 corresponds to the Fund Participation Agreement dated December
16, 1998.
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
|
Evergreen
Variable Trust
· Evergreen
VA Capital Growth Fund
· Evergreen
VA Equity Index Fund
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Masters Fund
· Evergreen
VA Omega Fund*
· Evergreen
VA Small Cap Value Fund**
· Evergreen
VA Strategic Income Fund
|
|
Nationwide
VL Separate Account –D
|
-Corporate
Variable Universal Life Insurance
|
Evergreen
Variable Trust
· Evergreen
VA Equity Index Fund
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Masters Fund
· Evergreen
VA Omega Fund*
· Evergreen
VA Small Cap Value Fund**
· Evergreen
VA Special Equity Fund
· Evergreen
VA Strategic Income Fund
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
*formerly
Evergreen VA Aggressive Growth Fund
**formerly
Evergreen VA Small Cap Equity Income Fund
- -
16
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 3 to Fund
Participation Agreement to be executed as of the date(s) set forth
below:
NATIONWIDE
LIFE
INSURANCE COMPANY AND
NATIONWIDE
LIFE AND
ANNUITY INSURANCE
COMPANY
________________________________________________
Date: __________ By: Xxxxxx
X. Xxxx
Title: Vice
President
Office
of Product and Market
Compliance
EVERGREEN
VARIABLE
ANNUITY TRUST AND
EVERGREEN
EQUITY
TRUST ON THEIR BEHALF
AND
ON BEHALF OF THE
PORTFOLIOS
SET
FORTH IN EXHIBIT
A
________________________________________________
Date: _________ By: Xxxx
Xxxxxx
Title: Assistant
Secretary
- -
17
Amendment
No. 4 to Exhibit A
This
Amendment No. 4 corresponds to the Fund Participation Agreement
dated
December
16, 1998.
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
|
Evergreen
Variable Trust
· Evergreen
VA Blue Chip Fund
· Evergreen
VA Capital Growth Fund
· Evergreen
VA Equity Index Fund
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Masters Fund
· Evergreen
VA Omega Fund*
· Evergreen
VA Special Equity Fund
· Evergreen
VA Small Cap Value Fund**
· Evergreen
VA Strategic Income Fund
|
|
Nationwide
VL Separate Account –D
|
-Corporate
Variable Universal Life Insurance
|
Evergreen
Variable Trust
· Evergreen
VA Equity Index Fund
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Masters Fund
· Evergreen
VA Omega Fund*
· Evergreen
VA Small Cap Value Fund**
· Evergreen
VA Special Equity Fund
· Evergreen
VA Strategic Income Fund
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Trust:
Evergreen
Income and Growth Fund (Y Shares)
|
*formerly
Evergreen VA Aggressive Growth Fund
**formerly
Evergreen VA Small Cap Equity Income Fund
- -
18
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 4 to Fund
Participation Agreement to be executed as of the date(s) set forth
below:
NATIONWIDE
LIFE
INSURANCE COMPANY AND
NATIONWIDE
LIFE AND ANNUITY
INSURANCE
COMPANY
_____________________________________________________
Date: __________ By: Xxxxxxx
X. Xxxxxx
Title: Vice
President
Investment
Management
Relationships
EVERGREEN
VARIABLE
ANNUITY TRUST AND
EVERGREEN
EQUITY
TRUST ON THEIR BEHALF
AND
ON BEHALF OF THE
PORTFOLIOS
SET
FORTH IN EXHIBIT
A
_____________________________________________________
Date: _________ By: Xxxx
Xxxxxx
Title: Assistant
Secretary
- -
19
Amendment
No. 5 to Exhibit A
This
Amendment No. 5 corresponds to the Fund Participation Agreement
dated
December
16, 1998.
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
|
Evergreen
Variable Trust
· Evergreen
VA Blue Chip Fund
· Evergreen
VA Capital Growth Fund
· Evergreen
VA Equity Index Fund
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Masters Fund
· Evergreen
VA Omega Fund*
· Evergreen
VA Special Equity Fund
· Evergreen
VA Small Cap Value Fund**
· Evergreen
VA Strategic Income Fund
|
|
Nationwide
VL Separate Account –D
|
-Corporate
Variable Universal Life Insurance
|
Evergreen
Variable Trust
· Evergreen
VA Equity Index Fund
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Global Leaders Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Growth Fund
· Evergreen
VA Masters Fund
· Evergreen
VA Omega Fund*
· Evergreen
VA Small Cap Value Fund**
· Evergreen
VA Special Equity Fund
· Evergreen
VA Strategic Income Fund
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
*formerly
Evergreen VA Aggressive Growth Fund
**formerly
Evergreen VA Small Cap Equity Income Fund
- -
20
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 5 to Fund
Participation Agreement to be executed as of the date(s) set forth
below:
NATIONWIDE
LIFE
INSURANCE COMPANY AND
NATIONWIDE
LIFE AND
ANNUITY INSURANCE
COMPANY
_____________________________________________________
Date: _________ By: Xxxxxxx
X. Xxxxxx
Title: Vice
President
Investment
Management
Relationships
EVERGREEN
VARIABLE
ANNUITY TRUST AND
EVERGREEN
EQUITY
TRUST ON THEIR BEHALF
AND
ON BEHALF OF THE
PORTFOLIOS
SET
FORTH IN EXHIBIT
A
_____________________________________________________
Date: _________ By: Xxxxx
X. Xxxxx
Title: Assistant
Secretary
- -
21
Amendment
to No. 6 to Exhibit A
This
Amendment No. 6 corresponds to the Fund Participation Agreement
dated
December
16, 1998.
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
|
Evergreen
Variable Annuity Trust
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Equity Fund*
· Evergreen
VA Omega Fund
· Evergreen
VA Special Values Fund
· Evergreen
VA Special Equity Fund
· Evergreen
VA Strategic Income Fund
|
|
Nationwide
VL Separate Account –D
|
Corporate
Variable Universal Life Insurance
|
Evergreen
Variable Annuity Trust
· Evergreen
VA Fund
· Evergreen
VA Foundation Fund
· Evergreen
VA Growth and Income Fund
· Evergreen
VA International Equity Fund*
· Evergreen
VA Omega Fund
· Evergreen
VA Special Values Fund
· Evergreen
VA Special Equity Fund
· Evergreen
VA Strategic Income Fund
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
This
amendment reflects the following fund mergers:
|
·
|
Evergreen
VA Global Leaders Fund into Evergreen VA International Equity
Fund
|
|
·
|
Evergreen
VA Masters Fund into Evergreen VA
Fund
|
|
·
|
Evergreen
VA Blue Chip Fund into Evergreen VA
Fund
|
|
·
|
Evergreen
VA Capital Growth Fund into Evergreen VA Growth and Income
Fund
|
This
amendment reflects the following fund name changes:
|
·
|
Evergreen
VA International Growth Fund to Evergreen VA International Equity
Fund
|
|
·
|
Evergreen
VA Small Cap Value Fund to Evergreen VA Special Values
Fund
|
This
amendment reflects the following fund liquidation:
|
·
|
Evergreen
VA Equity Index Fund
|
- -
22
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 6 to Fund
Participation Agreement to be effective as of December 5, 2003:
NATIONWIDE
LIFE
INSURANCE COMPANY AND
NATIONWIDE
LIFE AND
ANNUITY INSURANCE
COMPANY
_____________________________________________________
Date: _________ By: Xxxxxxx
X. Xxxxxx
Title: Vice
President
Investment
and Advisory
Services
EVERGREEN
VARIABLE
ANNUITY TRUST AND
EVERGREEN
EQUITY
TRUST ON THEIR BEHALF
AND
ON BEHALF OF THE
PORTFOLIOS SET FORTH
IN
EXHIBIT
A
_____________________________________________________
Date: ___________ By: Xxxxx
X. Xxxxx
Title: Assistant
Secretary
- -
23
Amendment
to No. 7 to Exhibit A
This
Amendment No. 7 corresponds to the Fund Participation Agreement
dated
December
16, 1998.
|
Variable
Accounts of Nationwide
|
Corresponding
Nationwide Contracts
|
Corresponding
Funds
|
|
Nationwide
Variable Account –6
|
-Deferred
Variable Annuity Contracts
|
Evergreen
Variable Annuity Trust:
· Evergreen
VA Balanced Fund
· Evergreen
VA Fundamental Large Cap Fund
· Evergreen
VA International Equity Fund
· Evergreen
VA Omega Fund
· Evergreen
VA Special Values Fund
· Evergreen
VA Growth Fund
· Evergreen
VA Strategic Income Fund
|
|
Nationwide
VL Separate Account –D
|
Corporate
Variable Universal Life Insurance
|
Evergreen
Variable Annuity Trust
· Evergreen
VA Balanced Fund
· Evergreen
VA Fundamental Large Cap Fund
· Evergreen
VA International Equity Fund
· Evergreen
VA Omega Fund
· Evergreen
VA Special Values Fund
· Evergreen
VA Growth Fund
· Evergreen
VA Strategic Income Fund
|
|
NACo
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
|
Nationwide
DC Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
|
Nationwide
Variable Account
|
-Group
Flexible Fund Retirement Contracts
|
Evergreen
Equity Income Fund
|
This
amendment reflects the following fund mergers:
|
·
|
Evergreen
VA Special Equity Fund into Evergreen VA Growth
Fund
|
|
·
|
Evergreen
VA Fund into Evergreen VA Growth and Income
Fund
|
This
amendment reflects the following fund name changes:
|
·
|
Evergreen
VA Growth and Income Fund to Evergreen VA Fundamental Large Cap
Fund
|
|
·
|
Evergreen
VA Foundation Fund to Evergreen VA Balanced
Fund
|
- -
24
IN
WITNESS WHEREOF, the parties hereto cause this Amendment No. 7 to Fund
Participation Agreement to be effective as of April 18, 2005:
NATIONWIDE
LIFE
INSURANCE COMPANY AND
NATIONWIDE
LIFE AND
ANNUITY INSURANCE
COMPANY
_____________________________________________________
Date: __________ By: Xxxxx
X. Xxxxxx
Title: Officer
Investment
and
Advisory Services
EVERGREEN
VARIABLE
ANNUITY TRUST AND
EVERGREEN
EQUITY
TRUST ON THEIR BEHALF
AND
ON BEHALF OF THE
PORTFOLIOS SET FORTH
IN
EXHIBIT
A
_____________________________________________________
Date: _________ By: Xxxxx
X. Xxxxx
Title: Assistant
Secretary
