FUND PARTICIPATION AGREEMENT
THIS
AGREEMENT is entered into as of
this _[20]_day of July, 2005 among Nationwide Life Insurance Company and
Nationwide Life and Annuity Insurance Company ("Nationwide"), a life insurance
company organized under the laws of the State of Ohio (on behalf of itself
and
certain of its separate accounts); AMERICAN FUNDS INSURANCE SERIES (“Series”),
an open-end management investment company organized under the laws of the
Commonwealth of Massachusetts, and CAPITAL RESEARCH AND MANAGEMENT COMPANY
(“CRMC”), a corporation organized under the laws of the State of
Delaware.
WITNESSETH:
WHEREAS,
Nationwide proposes to issue,
now and in the future, certain multi-manager variable annuity contracts and/or
variable life policies (the “Contracts”) that provide certain funds (“Funds”) of
the Series as investment options in the Contracts;
WHEREAS,
Nationwide has established
pursuant to Ohio insurance law one or more separate accounts (each, an
“Account”) for purposes of issuing the Contracts and has or will register each
Account (unless the Account is exempt from such registration) with the United
States Securities and Exchange Commission (the “Commission”) as a unit
investment trust under the Securities Act of 1933 (the “1933 Act”) and the
Investment Company Act of 1940 (the “1940 Act”);
WHEREAS,
the Contracts, which are or
will be registered by Nationwide (unless exempt from such registration) with
the
Commission for offer and sale, will be in compliance with all applicable
laws
prior to being offered for sale;
WHEREAS,
the Series has received a
“Mixed and Shared Funding Order” from the Commission granting relief from
certain provisions of the 1940 Act and the rules thereunder to the extent
necessary to permit shares of the Series to be sold to variable annuity and
life
insurance separate accounts of unaffiliated insurance companies;
WHEREAS,
the Series is divided into various Funds, each Fund being subject to certain
fundamental investment policies which may not be changed without a majority
vote
of the shareholders of such Fund;
WHEREAS,
certain Funds listed in Attachment A to this Agreement will serve as
certain of the underlying investment mediums for the Contracts; and
WHEREAS,
CRMC is the investment adviser for the Series.
NOW,
THEREFORE, in consideration of the foregoing and of mutual covenants and
conditions set forth herein and for other good and valuable consideration,
Nationwide, the Series and CRMC hereby agree as follows:
1. The
Series and CRMC each represents and warrants to Nationwide that: (a)
a registration statement under the 1933 Act and under the 1940 Act with respect
to the Series has been filed with the Commission in the form previously
delivered to Nationwide, and copies of any and all amendments thereto will
be
forwarded to Nationwide at the time that they are filed with the Commission;
(b)
the Series is, and shall be at all times while this Agreement is in force,
lawfully organized, validly existing, and properly qualified as an open-end
management investment company in accordance with the laws of the Commonwealth
of
Massachusetts; and (c) the Series’ registration statement and any further
amendments thereto will, when they become effective, and all definitive
prospectuses and statements of additional information and any further
supplements thereto (the “Prospectus”) shall, conform in all material respects
to the requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder, and will not contain any untrue
statement of a material fact or omit to state a material fact required to
be
stated therein or necessary to make the statement therein not misleading;
provided, however, that this representation and warranty shall not apply
to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Series by Nationwide expressly for use
therein.
2. The
Series will furnish to Nationwide such information with respect to the Series
in
such form and signed by such of its officers as Nationwide may reasonably
request, and will warrant that the statements therein contained when so signed
will be true and correct. The Series will advise Nationwide
immediately of: (a) the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement of the Series
or the
initiation of any proceeding for that purpose; (b) the institution of any
proceeding, investigation or hearing involving the offer or sale of the
Contracts or the Series of which it becomes aware; or (c) the happening of
any
material event, if known, which makes untrue any statement made in the
registration statement of the Series or which requires the making of a change
therein in order to make any statement made therein not misleading.
3. The
Series will use best efforts to register for sale under the 1933 Act and,
if
required, under state securities laws, such additional shares of the Series
as
may reasonably be necessary for use as the funding vehicle for the
Contracts.
4. The
Series agrees to make Class 2 shares of the Funds listed on Attachment A
hereto available to the Contracts. Nationwide's affiliated broker
dealer, Nationwide Investment Services Corporation ("NISC") will be entitled
to
a Rule 12b-1 service fee paid by the Series and to be accrued daily and paid
monthly at an annual rate of [XX.X%] of the average daily net assets of the
Class 2 shares of each Fund attributable to the Contracts for personal services
and account maintenance services for Contract owners with investments in
subaccounts corresponding to the Class 2 shares of each Fund (each, a
“Subaccount”) for as long as the Series’ Plan of Distribution pursuant to Rule
12b-1 under the 1940 Act (the “12b-1 plan”) remains in effect. Fund
shares to be made available to Accounts for the Contracts shall be sold by
the
Series and purchased by Nationwide for a given Account at the net asset value
of
the respective class of the respective Fund (without the imposition of a
sales
load) next computed after receipt of each order by the Series or its designee,
as established in accordance with the provisions of the then current Prospectus
of the Series.
(a)
Subject to the terms and conditions of this Agreement, Nationwide shall be
appointed to, and agrees to act, as a limited agent of the Series for the
sole
purpose of receiving instructions from the Accounts for the purchase and
redemption of Fund shares prior to 4:00 P.M. Eastern Time (“Close of Trading”)
on each Business Day. A "Business Day” shall mean any day on which
the New York Stock Exchange is open for trading and on which the Fund calculates
its net asset value as set forth in the Fund’s most recent prospectus and
Statement of Additional Information. Except as particularly stated in
this Section 4, Nationwide shall have no authority to act on behalf of the
Series or to incur any cost or liability on its behalf.
(b)
The
Series will use its best efforts to provide to Nationwide or its designated
agent closing net asset value, change in net asset value, dividend or daily
accrual rate information and capital gain information by 6:30 P.M. Eastern
Time
each Business Day. Nationwide or its agent shall use this data to
calculate unit values. Unit values shall be used to process the same
Business Day’s transactions in the Funds.
(c)
Except as provided for in paragraph (d) of this Section, the Series and
Nationwide shall transmit information via the National Securities Clearing
Corporation ("NSCC") Defined Contribution Clearing and Settlement
("DCC&S") Fund/SERV system in accordance with the following:
(i) Orders
derived from, and in amounts equal to, instructions received by Nationwide
prior
to the Close of Trading on the New York Stock Exchange on any Business Day
("Day
1") shall be transmitted without modification (except for netting or aggregating
such orders) via the NSCC’s DCC&S Fund/SERV system to the Series no later
than 5:00 A.M. Eastern Time on the next Business Day. Such trades
will be effected at the net asset value of each Fund's shares calculated
as of
the Close of Trading on Day 1. To the extent Nationwide fails to
adhere to the time limits described in this paragraph, the Series may, in
its
discretion, process orders at the net asset values determined as of the Close
of
Trading on the next Business Day. Nationwide represents that
instructions received after the Close of Trading on Day 1 will be transmitted
to
the Series on the next Business Day using the next Business Day’s net asset
value.
(ii) With
respect to purchase and redemption orders received by the Series through
the
NSCC’s DCC&S Fund/SERV system on any Business Day for any Fund within the
time limits set forth in this Agreement, settlement shall occur consistent
with
the requirements of the NSCC’s DCC&S Fund/SERV system.
(iii) The
Series or its designated agent shall send to Nationwide, via the NSCC’s
DCC&S Fund/SERV system, verification of net purchase or redemption orders or
notification of the rejection of such orders ("Confirmations ") on each Business
Day for which Nationwide has transmitted such orders. The total
number of shares of each Fund held by Nationwide following such net purchase
or
redemption shall: (1) be included on such confirmations, or (2) be made
available to Nationwide through an online facility with look-up capability
(e.g., through an Internet website or DST’s Vision
product). The Series or its designated agent, shall submit in a
timely manner, such confirmations to the DCC&S Fund/SERV system in order for
Nationwide to receive such confirmations no later than 11:00 A.M. Eastern
Time
the next Business Day. The Series or its designated agent will transmit to
Nationwide via DCC&S NETWORKING system those networking activity files
reflecting account activity.
(d)
If
Nationwide is unable to transmit orders via the NSCC’s DCC&S Fund/SERV
system due to system malfunctions:
(i) Orders
derived from, and in amounts equal to, instructions received by Nationwide
prior
to the Close of Trading on Day 1 shall be transmitted without modification
(except for netting or aggregating such orders) via facsimile to the Series
no
later than 8:30 A.M. Eastern Time on the next Business
Day. Such trades will be effected at the net asset value of each
Fund's shares calculated as of the Close of Trading on Day 1. To the
extent Nationwide fails to adhere to the time limits described in this
paragraph, the Series may, in its discretion, process orders at the net asset
values determined as of the Close of Trading on the next Business
Day. Nationwide represents that instructions received after the Close
of Trading on Day 1 will be transmitted to the Series on the next Business
Day
using the next Business Day’s net asset value.
(ii) With
respect to purchase orders that are transmitted via facsimile, Nationwide
shall
initiate payment to the Series or its designated agent in federal funds no
later
than 1:00 P.M. Eastern Time on the Business Day following the day on which
the
instructions are treated as having been received by the Series pursuant to
this
Agreement.
(iii) With
respect to redemption orders that are transmitted via facsimile, the Series
or
its designated agent shall initiate payment in federal funds no later than
1:00
P.M. Eastern Time on the Business Day following the day on which the
instructions are treated as having been received by the Series pursuant to
this
Agreement.
(e)
The
Series will not accept any order made on a conditional basis or subject to
any
delay or contingency.
(f) (i)
Each party shall notify the other of any errors, omissions or interruptions
in,
or delay or unavailability as promptly as possible.
(ii)
With
respect to errors in the net asset value as communicated to Nationwide, the
correction will be handled in a manner consistent with SEC guidelines and
the
Investment Company Act of 1940, as amended.
(iii)
Processing errors which result from any delay or error caused by Nationwide
may
be adjusted through the NSCC’s DCC&S Fund/SERV system by Nationwide by the
necessary transactions on an as-of basis and the cost to the Series of such
transactions shall be borne by Nationwide; provided however, prior authorization
must be obtained from the Series if the transaction is back dated more than
five
days or to a previous calendar year.
(iv)
Processing errors which result from any delay or error caused by the Series
may
be adjusted through the NSCC’s DCC&S Fund/SERV system by the Series by the
necessary transactions on an as-of basis and the Series shall bear the cost
of
such transactions.
(g)
The
Series reserves the right to temporarily suspend sales if the Board of Trustees
of the Series, acting in good faith and in light of its fiduciary duties
under
federal and any applicable state laws, deems it appropriate and in the best
interests of shareholders or in response to the order of an appropriate
regulatory authority.
(h)
Nationwide has policies and procedures in place to detect and discourage
short-term or disruptive trading practices, which may include (but is not
limited to) monitoring Contract holder trading activity. Nationwide
reserves the right to refuse, to impose limitations on, or to limit any
transaction request if the request would tend to disrupt Contract administration
or is not in the best interest of the Contract holders or an Account or
Subaccount.
5. The
Contracts funded through each Account will provide for the allocation of
net
amounts among certain Subaccounts for investment in shares of a class of
the
Funds as may be offered from time to time in the Contracts. The
selection of the particular Subaccount is to be made by the Contract owner
and
such selection may be changed in accordance with the terms of the
Contracts.
6. Transfer
of the Series’ shares will be by book entry only. No stock
certificates will be issued to the Account. Shares ordered from a
particular Fund will be recorded by the Series as instructed by Nationwide
in an
appropriate title for the corresponding Account or Subaccount.
7. The
Series shall furnish notice promptly to Nationwide of any dividend or
distribution payable on any shares underlying Subaccounts. Nationwide
hereby elects to receive all such dividends and distributions as are payable
on
shares of a Fund recorded in the title for the corresponding Subaccount in
additional shares of that Fund. The Series shall notify Nationwide of
the number of shares so issued. Nationwide reserves the right to
revoke this election and to receive all such income dividends and capital
gain
distributions in cash.
8. The
Series shall redeem its shares in accordance with the terms of its then current
Prospectus. For purposes of this Paragraph 8, Nationwide shall be a
designee of the Series for receipt of requests for redemption from each Account,
and receipt by such designee by 4:00 p.m. Eastern time (or other such time
the
Board of Trustees of the Series shall so designate) shall constitute receipt
by
the Series; provided that the Series receives notice of such request for
redemption by 9:30 a.m. Eastern time on the Next Business
Day. Nationwide shall purchase and redeem the shares of Funds offered
by the then current Prospectus of the Series in accordance with the provisions
of such Prospectus.
9. The
Series shall pay all expenses incidental to its performance under this
Agreement. The Series shall see to it that all of its shares are
registered and authorized for issue in accordance with applicable federal
and
state laws prior to their purchase for the Account. The Series shall
bear the expenses for the cost of registration of its shares, preparation
of
prospectuses and statements of additional information to be sent to existing
Contract owners (upon request in the case of the statement of additional
information), proxy statements and related materials and annual and semi-annual
shareholder reports, the printing and distribution of such items to each
Contract owner who has allocated net amounts to any Subaccount, the preparation
of all statements and notices required from it by any federal or state law,
and
taxes on the issue or transfer of the Series’ shares subject to this
Agreement. The Series will provide Nationwide, at least once a year,
with enough copies of its Statement of Additional Information to be able
to
distribute one to each Contract owner or prospective Contract owner who requests
such Statement of Additional Information.
With
respect to any prospectus and annual and semi-annual reports (the “Reports”) of
the Series that are printed in combination with any one or more such Reports
of
other investment options for the Contracts (the “Booklet”), the Series shall
bear the costs of printing and mailing the Booklet to existing Contract owners
based on the ratio of the number of pages of the Series’ Reports included in the
Booklet to the number of pages in the Booklet as a whole.
10. Nationwide
shall bear the expenses for the cost of preparation and delivery of Series
prospectuses (and supplements thereto) to be sent to prospective Contract
owners. The Series shall provide, at its expense, such documentation
(in camera-ready or other mutually agreeable form) and other assistance as
is
reasonably necessary in order for Nationwide once each year (or more frequently
if the prospectus for the Series is amended), and twice each year in the
case of
the annual and semi-annual shareholder reports, to have the prospectus or
prospectuses, and the annual and semi-annual shareholder reports for the
Contracts and the Series, printed together in one or more documents (such
printing to be done at Nationwide’s expense with respect to prospective
investors).
11. Nationwide
represents and warrants to the Series that any information furnished in writing
by Nationwide to the Series for use in the registration statement of the
Series
will not result in the registration statement’s failing to conform in all
respects to the requirements of the 1933 Act and the 1940 Act and the rules
and
regulations thereunder or containing any untrue statement of a material fact
or
omission to state a material fact required to be stated therein or necessary
to
make the statements therein not misleading.
12. Nationwide
and its affiliates shall make no representations concerning the Series’ shares
except those contained in the then current Prospectus of the Series, in such
printed information subsequently issued on behalf of the Series or other
funds
managed by CRMC as supplemental to the Series’ Prospectus, in information
published on the Series’ or CRMC’s internet site, or in materials approved by
AFD, as provided in the Business Agreement in effect among Nationwide, NISC,
AFD
and CRMC dated as of July ___, 2005 (the “Business Agreement”).
13. Shares
of the Series may be offered to separate accounts of various insurance companies
in addition to Nationwide. The Series represents, warrants and
covenants that no shares of the Series shall be sold to the general public
in
contravention of Section 817 of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (the “Code”). The Series agrees that
each Fund will comply with the diversification requirements of Section
817. The Series also agrees to maintain each Fund’s qualification as
a “regulated investment company” (“RIC”) under the Code. The Series
will provide Nationwide with securities holdings reports for each Fund within
ten days after each calendar quarter.
14. The
parties to this Agreement recognize that due to differences in tax treatment
or
other considerations, the interests of various Contract owners participating
in
one or more Funds might, at some time, be in conflict. Each party
shall report to the other party any potential or existing conflict of which
it
becomes aware. The Board of Trustees of the Series shall promptly
notify Nationwide of the existence of irreconcilable material conflict and
its
implications. If such a conflict exists, Nationwide will, at its own
expense, take whatever action it deems necessary to remedy such conflict;
in any
case, Contract owners will not be required to bear such expenses.
The
Series hereby notifies Nationwide
that it may be appropriate to include in the Prospectus pursuant to which
a
Contract is offered disclosure regarding the risks of mixed and shared
funding.
15. Nationwide
agrees to indemnify and hold the Series harmless against, any and all losses,
claims, damages, liabilities or litigation (including legal and other expenses)
to which the Series may be subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or
actions in respect thereof) or settlements arising as a result of
Nationwide’s: (a) making untrue statements of material facts or
omitting material facts in a Contract’s registration statement, prospectus,
statement of additional information, semi-annual or annual reports to Contract
owners and sales literature for the Contracts; (b) making untrue statements
of
material facts that the Series includes in the same materials of the Series,
provided that Series relies on information supplied by Nationwide; (c) unlawful
conduct, bad faith, willful malfeasance, or gross negligence by Nationwide
with
respect to the sale of the Contracts or Fund shares; and (d) breaching this
Agreement or a representation or warranty.
16. The
Series and CRMC each agrees to indemnify and hold Nationwide harmless against
any and all losses, claims, damages, liabilities or litigation (including
legal
and other expenses) to which Nationwide may be subject under any statute,
at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or
expenses (or actions in respect thereof) or settlements arising as a result
of
the Series’, or CRMC’s: (a) making untrue statements of material
facts or omitting material facts in the Series’ registration statement,
prospectuses or statements of additional information, semi-annual and annual
reports to shareholders, and sales literature; (b) making untrue statements
of
material facts that the Series includes in its materials, provided Nationwide
relies on information supplied by the Series; (c) unlawful conduct, bad faith,
willful malfeasance, or gross negligence by the Series with respect to the
sale
of the Contracts or Fund shares or the operation of the Series or a
Fund; (d) failure of the Series to comply with any Fund’s investment
objectives, policies and restrictions; and (e) breaching this Agreement or
a
representation or warranty, including, but not limited to, the representations,
warranties and covenants in Section 13.
17. Nationwide
shall be responsible for assuring that the Account calculates pass-through
voting privileges of Contract owners in a manner consistent with the method
of
calculating pass-through voting privileges set forth in the current
Contract.
18. The
parties understand that there is no intention to create a joint venture in
the
subject matter of this Agreement. Accordingly, the right to terminate
this Agreement and to engage in any activity not inconsistent with this
Agreement is absolute. This Agreement will terminate:
(a)
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by
mutual agreement at any time; or
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(b)
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any
party at any time upon sixty days’ written notice to the other parties;
or
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(c)
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at
the option of Nationwide, CRMC or the Series upon ten calendar
days’ prior
written notice to the other party if a final non-appealable administrative
or judicial decision is entered against the other party which has
a
material impact on the Contracts;
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(d)
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at
the option of Nationwide, upon ten calendar days’ prior written notice, if
shares of the Series are not reasonably
available;
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(e)
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at
the option of Nationwide, immediately upon written notice, if the
Series
or CRMC fails to meet the requirements for either diversification
under
Section 817 or RIC status under the Code, or if the Board of the
Series terminates the 12b-1 plan;
or
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(f)
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in
the event the Series’ shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such law
precludes
the use of such shares as an underlying investment for the Contracts
issued or to be issued by Nationwide; in such event prompt notice
shall be
given by Nationwide or the Series to the other
party.
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(g)
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at
Nationwide’s option by written notice to AFD and/or CRMC if Nationwide
shall determine in its sole judgment exercised in good faith, that
either
AFD or CRMC has suffered a material adverse change in its business,
operations, financial condition or prospects since the date of
this
Agreement or is the subject of material adverse
publicity.
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(h)
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at
the option of AFD or CRMC by written notice to Nationwide if AFD
or CRMC
shall determine in its sole judgment exercised in good faith, that
Nationwide has suffered a material adverse change in its business,
operations, financial condition or prospects since the date of
this
Agreement or is the subject of material adverse
publicity.
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The
effective date for termination
pursuant to any notice given under this Paragraph shall be calculated beginning
with the date of receipt of such notice.
19. All
notices, consents, waivers, and other communications under this Agreement
must
be in writing, and will be deemed to have been duly received: (a)
when delivered by hand (with written confirmation of receipt); (b) when sent
by
telecopier (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested; or (c) the day after
it is
sent by a nationally recognized overnight delivery service, in each case
to the
appropriate addresses and telecopier numbers set forth below (or to such
other
addresses and facsimile numbers as a party may designate by notice to the
other
parties):
If
to Nationwide:
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
Xxx
Xxxxxxxxxx Xxxxx, 0-00-X0
Xxxxxxxx,
Xxxx 00000
Attention:
AVP/Associate General Counsel
Facsimile
No.: (000) 000-0000
with
a copy to:
Nationwide
Financial
Xxx
Xxxxxxxxxx Xxxxx, 0-00-00
Xxxxxxxx,
Xxxx 00000
Attention:
Product Officer
Facsimile
No.: (614) 249- 7166
If
to Series:
American
Funds Insurance
Series
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxx, Senior Vice President
Facsimile
No.: (000) 000-0000
with
a copy to:
Capital
Research and Management Company
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund
Business Management Group
Facsimile
No.: (000)
000-0000
If
to CRMC:
Capital
Research and Management Company
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx
X. Xxxxxx, Senior Vice President and Legal Counsel,
Fund
Business Management Group, and Secretary
Facsimile
No.: (000) 000-0000
with
a copy to:
Capital
Research and Management Company
000
X.
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund
Business Management Group
Facsimile
No.: (000) 000-0000
20. If
this Agreement terminates, any provision of this Agreement necessary to the
orderly windup of business under it will remain in effect as to that business,
after termination.
21. If
this Agreement terminates, the Series, at Nationwide’s option, will continue to
make additional shares of the Series available for all existing Contracts
as of
the effective date of termination (under the same terms and conditions as
were
in effect prior to termination of this Agreement with respect to existing
Contract owners), unless the Series liquidates or applicable laws prohibit
further sales. Nationwide agrees not to redeem shares
unless: (i) the Agreement is terminated pursuant to Section 18(e) or
18(f); (ii) legitimately required to do so according to a Contract owner’s
request; or (iii) under an order from the Commission or pursuant to a vote
of
Contract owners.
22. The
obligations of the Series under this Agreement are not binding upon any of
the
Trustees, officers, employees or shareholders (except CRMC if it is a
shareholder) of the Series individually, but bind only the Series’
assets. When seeking satisfaction for any liability of the Series in
respect of this Agreement, Nationwide and the Account agree not to seek recourse
against said Trustees, officers, employees or shareholders, or any of them,
or
any of their personal assets for such satisfaction. Notwithstanding
the foregoing, if Nationwide seeks satisfaction for any liability of the
Series
in respect of this Agreement, Nationwide (on behalf of itself or any Account)
may seek recourse against CRMC.
23. This
Agreement shall be construed in accordance with the laws of the Commonwealth
of
Massachusetts.
24. This
Agreement and the parties’ rights, duties and obligations under this Agreement
are not transferable or assignable by any of them without the express, prior
written consent of the other parties hereto. Any attempt by a party
to transfer or assign this Agreement or any of its rights, duties or obligations
under this Agreement without such consent is void; provided, however, that
a
merger of, reinsurance arrangement by, or change of control of a party shall
not
be deemed to be an assignment for purposes of this Agreement.
25. The
following Paragraphs shall survive any termination of this
Agreement: 4, 15, 16, 19-25.
26. The
parties agree to provide reasonable advance notice to their election to remove
a
fund. The Series and CRMC acknowledge that Nationwide may, if
necessary, need to seek the approval of the Commission under Section 26(c)
of
the 1940 Act for any fund substitution.
27. This
Agreement supersedes and replaces the following agreements:
q
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Series
Participation Agreement among Nationwide Life Insurance Company,
American
Life/Annuity Series and Capital Research and Management Company
dated May
1, 1987; and
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q
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Series
Participation Agreement among Nationwide Life Insurance Company,
American
Variable Insurance Series and Capital Research and Management Company
dated October 20, 1989.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested as of the date first above written.
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
(on
behalf of itself and each Account)
Attest:
By: _______________________________
___________________________ Its: [Vice
President]
AMERICAN
FUNDS INSURANCE SERIES
Attest:
By: _______________________________
___________________________ Its: Secretary
CAPITAL
RESEARCH AND MANAGEMENT COMPANY
Attest:
By: _______________________________
___________________________ Its: Vice
President and Secretary
Attachment
A
American
Funds Insurance Series:
Global
Discovery Fund
Global
Growth Fund
Global
Small Capitalization Fund
Growth
Fund
International
Fund
New
World
Fund
Blue
Chip
Income and Growth Fund
Growth-Income
Fund
Asset
Allocation Fund
Bond
Fund
High-Income
Bond Fund
U.S.
Government/AAA-Rated Securities Fund
Cash
Management Fund