Telephone: |
1-877-351-8808 (TDD: 1-800-238-3035) |
Facsimile: |
1-855-677-2357 |
Internet: |
www.nationwide.com |
U.S. Mail: |
Nationwide Life Insurance Company Nationwide Business Solutions Group PO Box 182568 Columbus, OH 43218-2568 |
The policy is intended to be sold through corporate sponsored benefit programs. When purchased in connection with such benefit programs, the policy may qualify for simplified underwriting. Simplified underwriting means that a physical examination to obtain medical information on the Insured is generally not required to issue the policy. |
Accumulation Unit – An accounting unit of measure of an investment in, or share of, a Sub-Account. Accumulation Unit values are initially set at $10 for each Sub-Account. |
Actively At Work and Actively-At-Work Requirement – Requirements that the Insured must satisfy in order for Nationwide to consider issuing the policy on their life. If an Insured is not Actively At Work on the Policy Date, then the Insured is not an eligible Insured under the policy. Actively-At-Work Requirements are stated on the insurance schedule part of the application and/or policy amendment. |
Attained Age – A person's Issue Age plus the number of full years since the Policy Date. |
Base Policy Specified Amount – The amount of insurance coverage selected under the base policy, excluding any Rider Specified Amount. |
Cash Surrender Value – The amount payable to the Policy Owner upon a full surrender of the policy. This amount is equal to the Enhanced Cash Value, minus Indebtedness and outstanding policy charges. |
Cash Value – The total amount allocated to the Sub-Accounts, the policy loan account, and the Fixed Account. |
Code – The Internal Revenue Code of 1986, as amended. |
Death Benefit – The amount paid upon the Insured's death, before the deduction of any Indebtedness, or due and unpaid policy charges. |
Enhanced Cash Value – The sum of the policy's Cash Value plus the Enhancement Benefit, if applicable. |
Enhancement Benefit – An additional amount added to the policy's Cash Value upon a full surrender of the policy during the applicable policy years, provided the qualifying conditions have been satisfied. |
– Any Premium applied to the policy that is not considered Target Premium. |
Fixed Account – An investment option that is funded by Nationwide's general account. |
Grace Period – A 61-day period after which the Policy will Lapse if sufficient payments are not made to prevent Lapse. |
In Force – Any time during which benefits are payable under the policy and any elected Rider(s). |
Indebtedness – The total amount of all outstanding policy loans, including principal and interest due. |
Insured – The person whose life is insured under the policy, and whose death triggers payment of the Death Benefit. To be eligible to be insured under the policy, the Insured must meet all Actively-At-Work Requirements on the Policy Date, must have validly consented to be insured under the policy and meet any other underwriting requirements, including evidence of insurability. |
Investment Experience – The market performance of a mutual fund/Sub-Account. |
Issue Age – A person's age based on their last birthday on or before the Policy Date. |
Lapse – The policy terminates without value. |
Maturity Date – The policy anniversary on which the Insured reaches Attained Age120. |
Minimum Required Death Benefit – The lowest Death Benefit that will qualify the policy as life insurance under the Code. |
Nationwide – Nationwide Life Insurance Company. |
Net Amount At Risk – The base policy's Death Benefit minus the policy's Cash Value. |
Net Asset Value (NAV) – The price of each share of a mutual fund in which a Sub-Account invests. NAV is calculated by subtracting the mutual fund's liabilities from its total assets, and dividing that figure by the number of shares outstanding. Nationwide uses NAV to calculate the value of Accumulation Units. NAV does not reflect deductions made for charges taken from the Sub-Accounts. |
– The amount of Premium applied to the policy after the deduction of the Percent of Premium Charge. |
Policy Date – The date the policy takes effect as shown in the Policy Data Pages. Policy years, months, and anniversaries are measured from this date. |
Policy Owner – The person or entity named as the owner on the application, or the person or entity assigned ownership rights. |
Policy Proceeds or Proceeds – The amount payable upon termination of the policy. Policy Proceeds may constitute the Death Benefit, the Maturity Proceeds, or the Cash Surrender Value upon a full surrender of the policy. |
Policy Data Page(s) – The Policy Data Page(s) are issued as part of the policy and contain information specific to the policy and the Insured, including coverage and Rider elections. Updated Policy Data Page(s) will be issued if the Policy Owner makes any changes to coverage elections after the policy is issued. |
– Amount(s) paid to purchase and maintain the policy. |
Rider – An optional benefit purchased under the policy. Rider availability and Rider terms may vary depending on the state in which the policy was issued. |
Rider Specified Amount – The portion of the Total Specified Amount attributable to the Additional Term Insurance Rider. |
SEC – Securities and Exchange Commission. |
Service Center – The department of Nationwide responsible for receiving all service and transaction requests relating to the policy. For service and transaction requests submitted other than by telephone (including fax requests), the Service Center is Nationwide's mail and document processing facility. For service and transaction requests communicated by telephone, the Service Center is Nationwide's operations processing facility. Information on how to contact the Service Center is in the Contacting the Service Center provision. |
Sub-Account(s) – The mechanism used to account for allocations of Net Premium and Cash Value among the policy's variable investment options. |
Substandard Rating – An underwriting classification based on medical and/or non-medical factors used to determine what to charge for life insurance based on characteristics of the Insured beyond traditional factors for standard risks, which include age, and tobacco habits of the Insured. Substandard Ratings are shown in the Policy Data Pages as rate class multiples (medical factors) and/or monthly flat extras (medical and/or non-medical factors). The higher the rate class multiple or monthly flat extra, the greater the risk assessed and the higher the cost of coverage. |
– The maximum amount of Premium the Policy Owner may pay to purchase Base Policy Specified Amount under Section 7702A of the Code and still have the policy treated as a life insurance contract for federal tax purposes. This is the maximum Premium that the Policy Owner may pay based on the "7-Pay method", which determines the limits on Premium payments in each of the first seven policy years. The actual amount is based on numerous factors which include the Issue Age of the Insured, Substandard Ratings (if any), and an adjustment for any Premium exchanged into the policy under Section 1035 of the Code. |
Total Specified Amount – The sum of the Base Policy Specified Amount and the Rider Specified Amount, if applicable. |
Valuation Period – The period during which Nationwide determines the change in the value of the Sub-Accounts. One Valuation Period ends and another begins as of the close of regular trading on the New York Stock Exchange. |
Variable Account – Nationwide VLI Separate Account-4, a separate account that Nationwide established to hold Policy Owner assets allocated to variable investment options. The Variable Account is divided into Sub-Accounts, each of which invests in a separate underlying mutual fund. |
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FEES AND EXPENSES |
Charges for Early Withdrawals |
Surrender Charge – There are no surrender charges upon a full surrender of the policy. Partial Surrender Fee – Deducted from the partial surrender amount requested (see Partial Surrender Fee). Currently, Nationwide waives the Partial Surrender Fee. Nationwide may elect in the future to assess a Partial Surrender Fee. The Partial Surrender Fee assessed to each surrender will not exceed $25. |
Transaction Charges |
The Policy Owner may also be charged for other transactions as follows: • Percent of Premium Charge – Deducted from each Premium payment applied to a policy. • Illustration Charge – Upon requesting excessive illustrations (more than 10 requests in any 12 month period). • Rider Charges – One time rider charges for certain benefits, deducted upon invoking the rider. See Standard Policy Charges and Policy Riders and Rider Charges. |
Ongoing Fees and Expenses (periodic charges) |
In addition to surrender charges and transaction charges, an investment in the policy is subject to certain ongoing fees and expenses, including fees and expenses covering the cost of insurance under the policy and the cost of optional benefits available under the policy, and such fees and expenses are set based on characteristics of the Insured (e.g., age, sex, and rating classification), see Standard Policy Charges and Policy Riders and Rider Charges. Please refer to the Policy Data Page(s) of your policy for rates applicable to the policy. | ||
A Policy Owner will also bear expenses associated with the underlying mutual funds under the policy, as shown in the following table: | |||
Annual Fee |
Minimum |
Maximum | |
Investment options (underlying mutual fund fees and expenses) |
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1 |
RISKS | |
Risk of Loss |
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Not a Short-Term Investment |
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Risks Associated with Investment Options |
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Insurance Company Risks |
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RISKS |
Policy Lapse |
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RESTRICTIONS | |
Investments |
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Optional Benefits |
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TAXES | |
Tax Implications |
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CONFLICTS OF INTEREST | |
Investment Professional Compensation |
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Exchanges |
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Transaction Fees | |||
Charge |
When Charge is Deducted |
Amount Deducted | |
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Maximum: Policy Year 1 received up to Target Premium for all policies; 12% of Premium received that exceeds Target Premium for all policies |
Currently: Policy Year 1 up to Target Premium for all policies; 2% of Premium if the policy is a modified endowment contract2; and 0% of Premium received that exceeds Target Premium if the policy is not a modified endowment contract |
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Maximum: $ |
Currently: $ |
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Maximum: $ |
Currently: $ |
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Maximum: For policies issued with the guideline premium/ cash value corridor test: $ Cash Value For policies issued with the cash value accumulation test: $157 per $1,000 of Cash Value |
Minimum: $ Value |
Representative: an Attained Age 85 Insured with a Cash Value of $500,000 |
Upon invoking the Rider |
$32 per $1,000 of Cash Value |
Periodic Charges Other than Annual Underlying Mutual Fund Expenses | |||
Base Contract Charges | |||
Charge |
When Charge is Deducted |
Amount Deducted | |
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Maximum: $ Amount At Risk |
Minimum: $ Amount At Risk |
Representative: an individual Insured, unisex, Issue Age 42, non-tobacco, Total Specified Amount $250,000, Death Benefit Option 1, policy year 10 and issued on a guaranteed issue basis |
Monthly |
Currently: $0.37 per $1,000 of Net Amount At Risk1 |
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Maximum: $ Extra assessed | |
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Maximum: $ Base Policy Specified Amount |
Minimum: $ Policy Specified Amount |
Representative: an individual Insured, unisex, Issue Age 42, non-tobacco, Total Specified Amount $250,000, Death Benefit Option 1, policy year one and issued on a guaranteed issue basis |
Monthly |
Currently: $0.00 per $1,000 of Base Policy Specified Amount3 |
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Maximum: allocated to the Sub- Accounts |
Currently: allocated to the Sub- Accounts5 |
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Maximum: $ |
Currently: $ |
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Maximum: |
Currently: |
Optional Benefit Charges | |||
Charge |
When Charge is Deducted |
Amount Deducted | |
The Rider is available for election until the Insured reaches Attained Age 100. |
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Maximum: $ Rider Death Benefit |
Minimum: $ Rider Death Benefit |
Representative: an individual Insured, unisex, Issue Age 42, non-tobacco, Total Specified Amount $250,000, Death Benefit Option 1, policy year 10 and issued on a guaranteed issue basis |
Monthly |
$0.16 per $1,000 of Rider Death Benefit8 |
Optional Benefit Charges | |||
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Maximum: $ Rider Specified Amount |
Minimum: $ Rider Specified Amount |
Representative: an individual Insured, unisex, Issue Age 42, non-tobacco, Total Specified Amount $250,000, Death Benefit Option 1, policy year one and issued on a guaranteed issue basis |
Monthly |
$0.00 per $1,000 of Rider Specified Amount |
Annual Underlying Mutual Fund Expenses | ||
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Minimum |
Maximum |
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Example: |
Assume the following: |
• The Policy Owner is Company X; |
• The Insured at the time of policy issue was an executive officer of Company X; |
• The Insured retires while the policy is In Force and not in a Grace Period; |
• Company X applies to change the Insured to its new executive officer; |
• The new executive officer meets Nationwide’s insurability and underwriting requirements. |
Example: |
Coverage of the new Insured shall become effective on the date the Insured is changed, and the policy charges will reflect the new Insured’s Attained Age, sex (if not unisex- classified), rate type and rate classification including any Substandard Ratings. The Death Benefit Proceeds will be paid out after the death of the new Insured. |
Name of Benefit |
Purpose |
Is Benefit Standard or Optional |
Brief Description of Restrictions/Limitations |
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Policy Year |
Rate on Target Premium |
Rate on Excess Premium |
1 |
10.00 % |
2.00 % |
2 |
8.00 % |
2.00 % |
3 |
6.00 % |
2.00 % |
4 |
5.00 % |
2.00 % |
5 |
4.00 % |
2.00 % |
6 |
3.00 % |
2.00 % |
7+ |
2.00 % |
2.00 % |
Policy Year |
Rate on Target Premium |
Rate on Excess Premium |
1 |
10.00 % |
0.00 % |
2 |
8.00 % |
0.00 % |
3 |
6.00 % |
0.00 % |
4 |
5.00 % |
0.00 % |
5 |
4.00 % |
0.00 % |
6 |
3.00 % |
0.00 % |
7+ |
2.00 % |
0.00 % |
Charge for policy years 1-20 |
Charge for policy years 21+ |
0.65% of Cash Value allocated to the Sub-Accounts |
0.40% of Cash Value allocated to the Sub-Accounts |
Charge for policy years 1-20 |
Charge for policy years 21+ |
0.50% of Cash Value allocated to the Sub-Accounts |
0.45% of Cash Value allocated to the Sub-Accounts |
Example: |
Assume a policy is currently In Force and the following: |
• Insured’s Attained Age is 75 |
• Policy is in its 27th policy year |
• Death Benefit Option 1 |
• Total Specified Amount: $700,000 |
• Indebtedness: $627,000 |
• Cash Value: $660,000 |
• Applicable age-based factor for determining rider charge: 4.60%* |
* Rate is subject to change based on product |
Using the above assumptions, a decision to invoke the Rider would impact the policy as follows: |
(1) The Death Benefit option will remain at Death Benefit Option 1. |
Example: |
(2) The one-time charge for invoking the Rider will be $30,360 ($660,000 x 4.60%) and will be deducted from the Cash Value, reducing the Cash Value to $629,640 ($660,000 -$30,360). |
(3) The Total Specified Amount will remain at $700,000 since it is less than the Minimum Required Death Benefit of $712,611.90. |
(4) The non-loaned Cash Value $2,640 ($629,640 - $627,000) will be transferred to the Fixed Account where it will earn the minimum guaranteed fixed interest rate. |
(5) The policy loan account ($627,000) will continue to earn interest at the policy's loan crediting rate. |
(6) The Indebtedness ($627,000) will continue to grow at the policy's loan interest charged rate. |
(7) After this Rider is invoked, no other changes to the policy can be made |
Example: |
Assume the Base Policy Specified Amount is $700,000, Death Benefit Option 2, the Enhanced Cash Value is $70,000, and the Additional Term Insurance Rider Specified Amount is $300,000 and coverage under the Rider is in effect and has not otherwise terminated. Upon the death of the Insured, if the policy is not in corridor and there is no Indebtedness, the Death Benefit Proceeds under the base policy will be $770,000 and the Additional Term Insurance Death Benefit Proceeds will be $300,000, for a total of $1,070,000. |
Example: |
Assume the following: |
• The policy’s Cash Value is $43,000 and it is allocated entirely to the Sub-Accounts. |
• There is no existing Indebtedness. |
• The Policy Owner has requested a $6,000 policy loan at the beginning of the first Policy Year. |
*For reference, the maximum policy loan would be $38,700 = $43,000 x 90% - $0.00 (Indebtedness) |
Once the $6,000 loan is approved, $6,000 is paid directly to the Policy Owner from Nationwide. $6,000 is transferred from the Sub-Accounts to the policy loan account. This serves as collateral for Nationwide. The policy’s Indebtedness on the day of the loan is $6,000. |
Example: |
• At the end of the first Policy Year, assume the only loan the Policy Owner requested was the $6,000 loan. Assuming the Policy Owner has not made any loan repayments, the Indebtedness at the end of the next occurring policy anniversary is $6,120 due to $120 of accrued loan interest during the year ($6,000 + $120 = $6,120). Should a claim for the Death Benefit Proceeds be made, the Proceeds would be reduced by the $6,120 Indebtedness. |
• Assuming no loan repayments are ever made, Indebtedness continues to accrue interest. All unpaid loan interest will also be treated as new policy loans and loan interest will continue to accumulate as Indebtedness |
• If the Policy Owner submits a loan repayment, the amount of the loan repayment will be transferred from the policy loan account and credited to the Cash Value. |
• If any Indebtedness exists when the Death Benefit Proceeds become payable, the Death Benefit Proceeds will be reduced by the total Indebtedness. |
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Current Expenses |
Average Annual Total Returns (as of 12/31/2023) | ||
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This Sub-Account is only available in policies issued before December 31, 2020 Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2020 Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2024 Investment Advisor: |
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Series: Service Class) Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2022 Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2022 Investment Advisor: Subadvisor: |
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10 year | |||
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This Sub-Account is only available in policies issued before December 31, 2022 Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2023 Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2023 Investment Advisor: |
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Average Annual Total Returns (as of 12/31/2023) | ||
1 year |
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10 year | |||
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This Sub-Account is only available in policies issued before December 31, 2023 Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: |
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Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2022 Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2022 Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: |
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Type |
Underlying Mutual Fund and Adviser/Sub-Adviser |
Current Expenses |
Average Annual Total Returns (as of 12/31/2023) | ||
1 year |
5 year |
10 year | |||
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This Sub-Account is only available in policies issued before December 31, 2020 Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2023 Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2023 Investment Advisor: |
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Class II) This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: Subadvisor: |
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Portfolios - Delaware Ivy Science and Technology: Class II) Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: |
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Type |
Underlying Mutual Fund and Adviser/Sub-Adviser |
Current Expenses |
Average Annual Total Returns (as of 12/31/2023) | ||
1 year |
5 year |
10 year | |||
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Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2021 Investment Advisor: Subadvisor: |
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Investment Advisor: |
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This Sub-Account is only available in policies issued before December 31, 2023 Investment Advisor: Subadvisor: |
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Type |
Underlying Mutual Fund and Adviser/Sub-Adviser |
Current Expenses |
Average Annual Total Returns (as of 12/31/2023) | ||
1 year |
5 year |
10 year | |||
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Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2022 Investment Advisor: Subadvisor: |
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Investment Advisor: Subadvisor: |
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This Sub-Account is only available in policies issued before December 31, 2020 Investment Advisor: Subadvisor: |
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Investment Advisor: Subadvisor: |
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Type |
Underlying Mutual Fund and Adviser/Sub-Adviser |
Current Expenses |
Average Annual Total Returns (as of 12/31/2023) | ||
1 year |
5 year |
10 year | |||
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Investment Advisor: Subadvisor: |
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Investment Advisor: Subadvisor: |
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Investment Advisor: |
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Type |
Underlying Mutual Fund and Adviser/Sub-Adviser |
Current Expenses |
Average Annual Total Returns (as of 12/31/2023) | ||
1 year |
5 year |
10 year | |||
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Investment Advisor: |
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Type |
Underlying Mutual Fund and Adviser/Sub-Adviser |
Current Expenses |
Average Annual Total Returns (as of 12/31/2023) | ||
1 year |
5 year |
10 year | |||
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This Sub-Account is only available in policies issued before May 1, 2020 Investment Advisor: |
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Investment Advisor: |
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Investment Advisor: |
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State |
State Law Variations |
California |
• The Right to Cancel period is 30 days. • The Enhancement Benefit will not be reduced or eliminated in conjunction with an owner change or an assignment. |
Florida |
• The Right to Cancel period is 15 days. |
North Dakota |
• The Suicide provision in the policy and Additional Term Insurance Rider is limited to one year. |
Policy Year |
|
Base Policy Enhancement Percentage Schedule A |
|
Base Enhancement Percentage Schedule B |
| ||||
Month 1 |
|
Month 12 |
|
Month 1 |
|
Month 12 |
| ||
1 |
|
2.37% |
|
2.37% |
|
1.40% |
|
1.40% |
|
2 |
|
2.30% |
|
1.55% |
|
1.35% |
|
0.86% |
|
3 |
|
1.50% |
|
0.89% |
|
0.82% |
|
0.44% |
|
4 |
|
0.85% |
|
0.40% |
|
0.42% |
|
0.15% |
|
5 |
|
0.37% |
|
0.08% |
|
0.14% |
|
0.01% |
|
6 |
|
0.08% |
|
0.00% |
|
0.01% |
|
0.00% |
|
7+ |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
|
|
Base Policy Enhancement Percentage | ||
Policy Year |
|
Month 1 |
|
Month 12 |
1 |
|
3.500 % |
|
3.50 % |
2 |
|
3.463 % |
|
3.05 % |
3 |
|
2.979 % |
|
2.20 % |
4 |
|
2.108 % |
|
1.10 % |
5 |
|
1.038 % |
|
0.35 % |
6 |
|
0.321 % |
|
0.00 % |
7+ |
|
0.00 % |
|
0.00 % |
|
|
Base Policy Enhancement Percentage | ||
Policy Year |
|
Month 1 |
|
Month 12 |
1 |
|
2.800 % |
|
2.80 % |
2 |
|
2.750 % |
|
2.20 % |
3 |
|
2.133 % |
|
1.40 % |
4 |
|
1.333 % |
|
0.60 % |
5 |
|
0.567 % |
|
0.20 % |
6 |
|
0.183 % |
|
0.00 % |
7+ |
|
0.00 % |
|
0.00 % |
Policy Year |
|
Base Policy Enhancement Percentage Schedule A |
|
Base Enhancement Percentage Schedule B |
|
Enhancement Cap A Percentage |
|
Enhancement Cap B Percentage | ||||
Month 1 |
|
Month 12 |
|
Month 1 |
|
Month 12 |
|
|
|
| ||
1 |
|
10.850% |
|
10.85% |
|
9.663% |
|
9.66% |
|
145% |
|
120% |
2 |
|
10.715% |
|
9.23% |
|
9.531% |
|
8.08% |
|
145% |
|
120% |
3 |
|
9.098% |
|
7.64% |
|
7.950% |
|
6.56% |
|
135% |
|
125% |
4 |
|
7.528% |
|
6.30% |
|
6.467% |
|
5.42% |
|
130% |
|
130% |
5 |
|
6.200% |
|
5.10% |
|
5.337% |
|
4.43% |
|
115% |
|
125% |
6 |
|
5.008% |
|
4.00% |
|
4.353% |
|
3.48% |
|
100% |
|
110% |
7 |
|
3.917% |
|
3.00% |
|
3.409% |
|
2.57% |
|
75% |
|
95% |
8 |
|
2.938% |
|
2.25% |
|
2.509% |
|
1.84% |
|
55% |
|
75% |
9 |
|
2.188% |
|
1.50% |
|
1.778% |
|
1.15% |
|
50% |
|
55% |
10 |
|
1.438% |
|
0.75% |
|
1.100% |
|
0.54% |
|
30% |
|
35% |
11 |
|
0.688% |
|
0.00% |
|
0.499% |
|
0.00% |
|
10% |
|
30% |
12+ |
|
0.000% |
|
0.00% |
|
0.000% |
|
0.00% |
|
0% |
|
0% |
Policy Year |
|
Base Policy Enhancement Percentage Schedule A |
|
Base Enhancement Percentage Schedule B |
|
Enhancement Cap A Percentage |
|
Enhancement Cap B Percentage | ||||
Month 1 |
|
Month 12 |
|
Month 1 |
|
Month 12 |
|
|
|
| ||
1 |
|
13.590% |
|
13.59% |
|
11.080% |
|
11.08% |
|
145% |
|
120% |
2 |
|
13.420% |
|
11.55% |
|
10.945% |
|
9.46% |
|
145% |
|
120% |
3 |
|
11.379% |
|
9.50% |
|
9.380% |
|
8.50% |
|
135% |
|
125% |
4 |
|
9.3583% |
|
7.80% |
|
8.450% |
|
7.90% |
|
130% |
|
130% |
5 |
|
7.671% |
|
6.25% |
|
7.808% |
|
6.80% |
|
115% |
|
125% |
6 |
|
6.113% |
|
4.60% |
|
6.675% |
|
5.30% |
|
100% |
|
110% |
7 |
|
4.475% |
|
3.10% |
|
5.183% |
|
3.90% |
|
75% |
|
95% |
Policy Year |
|
Base Policy Enhancement Percentage Schedule A |
|
Base Enhancement Percentage Schedule B |
|
Enhancement Cap A Percentage |
|
Enhancement Cap B Percentage | ||||
Month 1 |
|
Month 12 |
|
Month 1 |
|
Month 12 |
|
|
|
| ||
8 |
|
3.008% |
|
2.00% |
|
3.817% |
|
2.90% |
|
55% |
|
75% |
9 |
|
1.921% |
|
1.05% |
|
2.825% |
|
2.00% |
|
30% |
|
55% |
10 |
|
0.996% |
|
0.40% |
|
1.925% |
|
1.10% |
|
15% |
|
35% |
11 |
|
0.367% |
|
0.00% |
|
1.008% |
|
0.00% |
|
10% |
|
30% |
12+ |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0% |
|
0% |
|
|
Base Policy Enhancement Percentage |
|
Enhancement Cap Percentage | ||
Policy Year |
|
Month 1 |
|
Month 12 |
| |
1 |
|
11.200 % |
|
11.20 % |
|
120 % |
2 |
|
10.983 % |
|
8.60 % |
|
110 % |
3 |
|
8.354 % |
|
5.65 % |
|
95 % |
4 |
|
5.429 % |
|
3.00 % |
|
75 % |
5 |
|
2.84 % |
|
1.08 % |
|
45 % |
6 |
|
0.99 % |
|
0.00 % |
|
25 % |
7+ |
|
0.00 % |
|
0.00 % |
|
0 % |
|
= |
6.06% x $200,000 =$12,120.00 |
Enhancement Cap |
= |
Enhancement Cap Percentage x Total Percent of Premium Charge Paid |
|
= |
120% x $15,250 =$18,300.00 |
Since $12,120.00 is less than the $18,300.00 Enhancement Cap, the Enhancement Benefit here is $12,120.00 |
|
= |
7.095% x $200,000 =$14,190.00 |
Enhancement Cap |
= |
Enhancement Cap Percentage x Total Percent of Premium Charge Paid |
|
= |
120% x $15,250 =$18,300.00 |
Since $14,190.00 is less than the $18,300.00 Enhancement Cap, the Enhancement Benefit here is $14,190.00 |
|
= |
1.38% x $200,000 =$2,755.00 |
Since there is no Enhancement Cap for modified endowment contracts, the Enhancement Benefit here is $2,755.00 |
Policy Year |
Target Premium Charge |
Excess Premium Charge |
80%/20% Charge Blend |
1 |
10.00 % |
0.00 % |
8.00 % |
2 |
8.00 % |
0.00 % |
6.40 % |
3 |
6.00 % |
0.00 % |
4.80 % |
4 |
5.00 % |
0.00 % |
4.00 % |
5 |
4.00 % |
0.00 % |
3.20 % |
6 |
3.00 % |
0.00 % |
2.40 % |
7+ |
2.00 % |
0.00 % |
1.60 % |
Policy Year |
Base Policy Specified Amount Charge |
Rider Specified Amount Charge |
80%/20% Charge Blend |
1 |
$0.00 |
$0.00 |
$0.00 |
2 |
$0.00 |
$0.00 |
$0.00 |
3 |
$0.00 |
$0.00 |
$0.00 |
4 |
$0.00 |
$0.00 |
$0.00 |
5 |
$0.00 |
$0.00 |
$0.00 |
Policy Year |
Base Policy Specified Amount Charge |
Rider Specified Amount Charge |
80%/20% Charge Blend |
1 |
$80.00 |
$0.00 |
$64.00 |
2 |
$80.00 |
$0.00 |
$64.00 |
3 |
$80.00 |
$0.00 |
$64.00 |
4 |
$80.00 |
$0.00 |
$64.00 |
5 |
$80.00 |
$0.00 |
$64.00 |
Policy Year |
Base Cost of Insurance |
Rider Cost of Insurance |
80%/20% Charge Blend |
1 |
0.02667 |
0.00958 |
0.02325 |
2 |
0.05983 |
0.02156 |
0.05218 |
3 |
0.10216 |
0.03695 |
0.08912 |
4 |
0.15832 |
0.05742 |
0.13814 |
5 |
0.23601 |
0.08591 |
0.20599 |
Policy Year |
Base Cost of Insurance |
Rider Cost of Insurance |
80%/20% Charge Blend |
1 |
0.02435 |
0.01997 |
0.02347 |
2 |
0.05673 |
0.04009 |
0.05340 |
3 |
0.09548 |
0.07100 |
0.09058 |
4 |
0.14255 |
0.10607 |
0.13525 |
5 |
0.20091 |
0.14958 |
0.19064 |
Mutual Fund |
Current Variable Account Asset Charge Reduction |
AllianceBernstein Variable Products Series Fund, Inc. - AB VPS Discovery Value Portfolio: Class A |
0.35% |
AllianceBernstein Variable Products Series Fund, Inc. - AB VPS International Value Portfolio: Class A |
0.35% |
AllianceBernstein Variable Products Series Fund, Inc. - AB VPS Relative Value Portfolio: Class A |
0.35% |
Allspring Variable Trust - VT Discovery SMID Cap Growth Fund: Class 2 |
0.35% |
Allspring Variable Trust - VT Small Cap Growth Fund: Class 2 |
0.50% |
American Funds Insurance Series® - Asset Allocation Fund: Class 2 |
0.25% |
American Funds Insurance Series® - Capital World Bond Fund: Class 2 |
0.25% |
American Funds Insurance Series® - Global Small Capitalization Fund: Class 2 |
0.25% |
American Funds Insurance Series® - Growth Fund: Class 2 |
0.25% |
American Funds Insurance Series® - Growth-Income Fund: Class 2 |
0.25% |
American Funds Insurance Series® - International Fund: Class 2 |
0.25% |
American Funds Insurance Series® - New World Fund®: Class 2 |
0.25% |
American Funds Insurance Series® - U.S. Government Securities Fund: Class 2 |
0.25% |
American Funds Insurance Series® - Washington Mutual Investors Fund: Class 2 |
0.25% |
BlackRock Variable Series Funds II, Inc. - BlackRock High Yield V.I. Fund: Class I |
0.15% |
BlackRock Variable Series Funds, Inc. - BlackRock Global Allocation V.I. Fund: Class II |
0.40% |
BNY Mellon Investment Portfolios - MidCap Stock Portfolio: Initial Shares |
0.38% |
BNY Mellon Investment Portfolios - Small Cap Stock Index Portfolio: Service Shares |
0.35% |
BNY Mellon Stock Index Fund, Inc.: Initial Shares |
0.20% |
BNY Mellon Variable Investment Fund - Appreciation Portfolio: Initial Shares |
0.38% |
BNY Mellon Variable Investment Fund - Government Money Market Portfolio |
0.25% |
Calvert Variable Series, Inc. - Calvert VP SRI Mid Cap Portfolio |
0.25% |
Delaware VIP Trust - Macquarie VIP Small Cap Value Series: Service Class |
0.50% |
DFA Investment Dimensions Group Inc. - VA Equity Allocation Portfolio: Institutional Class |
0.00% |
DFA Investment Dimensions Group Inc. - VA Global Bond Portfolio |
0.00% |
DFA Investment Dimensions Group Inc. - VA Global Moderate Allocation Portfolio: Institutional Class |
0.00% |
DFA Investment Dimensions Group Inc. - VA International Small Portfolio |
0.00% |
DFA Investment Dimensions Group Inc. - VA International Value Portfolio |
0.00% |
DFA Investment Dimensions Group Inc. - VA Short-Term Fixed Portfolio |
0.00% |
DFA Investment Dimensions Group Inc. - VA U.S. Large Value Portfolio |
0.00% |
DFA Investment Dimensions Group Inc. - VA U.S. Targeted Value Portfolio |
0.00% |
DFA Investment Dimensions Group Inc. - VIT Inflation-Protected Securities Portfolio: Institutional Class |
0.00% |
Eaton Vance Variable Trust - Eaton Vance VT Floating-Rate Income Fund: Initial Class |
0.50% |
Federated Hermes Insurance Series - Federated Hermes Fund for U.S. Government Securities II |
0.25% |
Fidelity Variable Insurance Products - Emerging Markets Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2015 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2020 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2025 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2030 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2035 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2040 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2045 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2050 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2055 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2060 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Fund 2065 Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - Fidelity VIP Freedom Income Fund Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - VIP Bond Index Portfolio: Service Class |
0.15% |
Fidelity Variable Insurance Products Fund - VIP Contrafund® Portfolio: Service Class |
0.30% |
Mutual Fund |
Current Variable Account Asset Charge Reduction |
Fidelity Variable Insurance Products Fund - VIP Equity-Income Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - VIP Extended Market Index Portfolio: Service Class |
0.15% |
Fidelity Variable Insurance Products Fund - VIP Floating Rate High Income Portfolio: Initial Class |
0.10% |
Fidelity Variable Insurance Products Fund - VIP Growth Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - VIP Index 500 Portfolio: Initial Class |
0.05% |
Fidelity Variable Insurance Products Fund - VIP International Index Portfolio: Service Class |
0.15% |
Fidelity Variable Insurance Products Fund - VIP Investment Grade Bond Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - VIP Real Estate Portfolio: Service Class |
0.30% |
Fidelity Variable Insurance Products Fund - VIP Total Market Index Portfolio: Service Class |
0.15% |
Fidelity Variable Insurance Products Fund - VIP Value Strategies Portfolio: Service Class |
0.30% |
Franklin Templeton Variable Insurance Products Trust - Franklin Mutual Global Discovery VIP Fund: Class 2 |
0.45% |
Franklin Templeton Variable Insurance Products Trust - Franklin Small Cap Value VIP Fund: Class 2 |
0.45% |
Franklin Templeton Variable Insurance Products Trust - Templeton Foreign VIP Fund: Class 2 |
0.45% |
Franklin Templeton Variable Insurance Products Trust - Templeton Global Bond VIP Fund: Class 1 |
0.20% |
Goldman Sachs Variable Insurance Trust - Goldman Sachs Small Cap Equity Insights Fund: Institutional Shares |
0.25% |
Invesco - Invesco V.I. Discovery Mid Cap Growth Fund: Series I |
0.25% |
Invesco - Invesco V.I. EQV International Equity Fund: Series I Shares |
0.35% |
Invesco - Invesco V.I. Global Fund: Series I |
0.25% |
Invesco - Invesco V.I. Growth and Income Fund: Series I Shares |
0.35% |
Invesco - Invesco V.I. High Yield Fund: Series I Shares |
0.35% |
Invesco - Invesco V.I. Main Street Fund: Series I |
0.25% |
Invesco - Invesco V.I. Main Street Small Cap Fund: Series I |
0.25% |
Invesco Oppenheimer V.I. International Growth Fund: Series I |
0.25% |
Ivy Variable Insurance Portfolios - Macquarie VIP Growth Series: Service Class |
0.50% |
Ivy Variable Insurance Portfolios - Macquarie VIP Science and Technology Series: Service Class |
0.50% |
Janus Aspen Series - Janus Henderson Balanced Portfolio: Service Shares |
0.35% |
Janus Aspen Series - Janus Henderson Enterprise Portfolio: Service Shares |
0.35% |
Janus Aspen Series - Janus Henderson Global Technology and Innovation Portfolio: Service Shares |
0.35% |
Lazard Retirement Series, Inc. - Lazard Retirement Emerging Markets Equity Portfolio: Service Shares |
0.50% |
Legg Mason Partners Variable Equity Trust - ClearBridge Variable Small Cap Growth Portfolio: Class I |
0.25% |
Lincoln Variable Insurance Products Trust - LVIP American Century Inflation Protection Fund: Standard Class II |
0.15% |
Lincoln Variable Insurance Products Trust - LVIP American Century Value Fund: Standard Class II |
0.35% |
Lincoln Variable Insurance Products Trust - LVIP JPMorgan Core Bond Fund: Standard Class |
0.25% |
Lincoln Variable Insurance Products Trust - LVIP JPMorgan Mid Cap Value Fund: Standard Class |
0.35% |
Lincoln Variable Insurance Products Trust - LVIP JPMorgan Small Cap Core Fund: Standard Class |
0.25% |
Lincoln Variable Insurance Products Trust - LVIP JPMorgan U.S. Equity Fund: Standard Class |
0.25% |
Lord Abbett Series Fund, Inc. - Bond Debenture Portfolio: Class VC |
0.50% |
Lord Abbett Series Fund, Inc. - Short Duration Income Portfolio: Class VC |
0.50% |
Lord Abbett Series Fund, Inc. - Total Return Portfolio: Class VC |
0.50% |
MainStay VP Funds Trust - MainStay VP Floating Rate Portfolio: Initial Class |
0.10% |
MFS® Variable Insurance Trust - MFS Growth Series: Service Class |
0.50% |
MFS® Variable Insurance Trust - MFS Mid Cap Growth Series: Service Class |
0.50% |
MFS® Variable Insurance Trust - MFS New Discovery Series: Service Class |
0.50% |
MFS® Variable Insurance Trust - MFS Total Return Bond Series: Service Class |
0.50% |
MFS® Variable Insurance Trust - MFS Value Series: Service Class |
0.50% |
MFS® Variable Insurance Trust II - MFS Blended Research® Core Equity Portfolio: Service Class |
0.50% |
MFS® Variable Insurance Trust II - MFS Emerging Markets Equity Portfolio: Initial Class |
0.25% |
MFS® Variable Insurance Trust II - MFS International Intrinsic Value Portfolio: Service Class |
0.50% |
MFS® Variable Insurance Trust II - MFS Research International Portfolio: Service Class |
0.50% |
MFS® Variable Insurance Trust III - MFS Global Real Estate Portfolio: Initial Class |
0.25% |
MFS® Variable Insurance Trust III - MFS Limited Maturity Portfolio: Initial Class |
0.25% |
MFS® Variable Insurance Trust III - MFS Mid Cap Value Portfolio: Service Class |
0.50% |
Morgan Stanley Variable Insurance Fund, Inc. - Emerging Markets Debt Portfolio: Class I |
0.35% |
Mutual Fund |
Current Variable Account Asset Charge Reduction |
Morgan Stanley Variable Insurance Fund, Inc. - Global Real Estate Portfolio: Class II |
0.50% |
Morgan Stanley Variable Insurance Fund, Inc. - Growth Portfolio: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT Allspring Discovery Fund: Class I |
0.27% |
Nationwide Variable Insurance Trust - NVIT Amundi Multi Sector Bond Fund: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT Blueprint(SM) Aggressive Fund: Class I |
0.34% |
Nationwide Variable Insurance Trust - NVIT Blueprint(SM) Balanced Fund: Class I |
0.31% |
Nationwide Variable Insurance Trust - NVIT Blueprint(SM) Capital Appreciation Fund: Class I |
0.33% |
Nationwide Variable Insurance Trust - NVIT Blueprint(SM) Conservative Fund: Class I |
0.29% |
Nationwide Variable Insurance Trust - NVIT Blueprint(SM) Moderate Fund: Class I |
0.32% |
Nationwide Variable Insurance Trust - NVIT Blueprint(SM) Moderately Aggressive Fund: Class I |
0.33% |
Nationwide Variable Insurance Trust - NVIT Blueprint(SM) Moderately Conservative Fund: Class I |
0.31% |
Nationwide Variable Insurance Trust - NVIT BNY Mellon Dynamic U.S. Equity Income: Class X |
0.32% |
Nationwide Variable Insurance Trust - NVIT Bond Index Fund: Class I |
0.25% |
Nationwide Variable Insurance Trust - NVIT Calvert Equity Fund: Class I |
0.20% |
Nationwide Variable Insurance Trust - NVIT Columbia Overseas Value Fund: Class X |
0.21% |
Nationwide Variable Insurance Trust - NVIT Government Bond Fund: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT Government Money Market Fund: Class V |
0.35% |
Nationwide Variable Insurance Trust - NVIT International Equity Fund: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT International Index Fund: Class I |
0.25% |
Nationwide Variable Insurance Trust - NVIT Invesco Small Cap Growth Fund: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT Investor Destinations Aggressive Fund: Class II |
0.40% |
Nationwide Variable Insurance Trust - NVIT Investor Destinations Conservative Fund: Class II |
0.40% |
Nationwide Variable Insurance Trust - NVIT Investor Destinations Moderate Fund: Class II |
0.40% |
Nationwide Variable Insurance Trust - NVIT Investor Destinations Moderately Aggressive Fund: Class II |
0.40% |
Nationwide Variable Insurance Trust - NVIT Investor Destinations Moderately Conservative Fund: Class II |
0.40% |
Nationwide Variable Insurance Trust - NVIT J.P. Morgan U.S. Equity Fund: Class Y |
0.00% |
Nationwide Variable Insurance Trust - NVIT Jacobs Levy Large Cap Growth Fund: Class I |
0.25% |
Nationwide Variable Insurance Trust - NVIT Loomis Short Term Bond Fund: Class I |
0.25% |
Nationwide Variable Insurance Trust - NVIT Mid Cap Index Fund: Class I |
0.25% |
Nationwide Variable Insurance Trust - NVIT Multi-Manager Small Cap Value Fund: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT Multi-Manager Small Company Fund: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT NS Partners International Focused Growth Fund: Class I |
0.35% |
Nationwide Variable Insurance Trust - NVIT Real Estate Fund: Class I |
0.25% |
Nationwide Variable Insurance Trust - NVIT Small Cap Index Fund: Class Y |
0.10% |
Nationwide Variable Insurance Trust - NVIT Victory Mid Cap Value Fund: Class I |
0.35% |
PIMCO Variable Insurance Trust - All Asset Portfolio: Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - Global Bond Opportunities Portfolio (Unhedged): Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - High Yield Portfolio: Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - Income Portfolio: Institutional Class |
0.20% |
PIMCO Variable Insurance Trust - International Bond Portfolio (U.S. Dollar-Hedged): Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - Long-Term U.S. Government Portfolio: Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - Low Duration Portfolio: Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - Real Return Portfolio: Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - Short-Term Portfolio: Administrative Class |
0.35% |
PIMCO Variable Insurance Trust - Total Return Portfolio: Administrative Class |
0.35% |
Schwab Annuity Portfolios - Schwab® S&P 500 Index Portfolio |
0.00% |
T. Rowe Price Equity Series, Inc. - T. Rowe Price All-Cap Opportunities Portfolio |
0.25% |
T. Rowe Price Equity Series, Inc. - T. Rowe Price Blue Chip Growth Portfolio |
0.25% |
T. Rowe Price Equity Series, Inc. - T. Rowe Price Equity Income Portfolio: II |
0.50% |
T. Rowe Price Equity Series, Inc. - T. Rowe Price Mid-Cap Growth Portfolio |
0.25% |
T. Rowe Price Equity Series, Inc. - T. Rowe Price Moderate Allocation Portfolio |
0.25% |
VanEck VIP Trust - VanEck VIP Global Resources Fund: Initial Class |
0.35% |
Vanguard Variable Insurance Fund - Balanced Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Capital Growth Portfolio |
0.00% |
Mutual Fund |
Current Variable Account Asset Charge Reduction |
Vanguard Variable Insurance Fund - Diversified Value Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Equity Income Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Equity Index Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Global Bond Index Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Growth Portfolio |
0.00% |
Vanguard Variable Insurance Fund - High Yield Bond Portfolio |
0.00% |
Vanguard Variable Insurance Fund - International Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Mid-Cap Index Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Real Estate Index Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Short-Term Investment-Grade Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Small Company Growth Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Total Bond Market Index Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Total International Stock Market Index Portfolio |
0.00% |
Vanguard Variable Insurance Fund - Total Stock Market Index Portfolio |
0.00% |
Virtus Variable Insurance Trust - Virtus Duff & Phelps Real Estate Securities Series: Class I |
0.25% |
|
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2 | |
2 | |
3 | |
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4 |
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President and Chief Operating Officer and Director |
Carter, John L. |
Executive Vice President-Chief Human Resources Officer |
Clements, Vinita J. |
Executive Vice President-Chief Technology Officer |
Fowler, James R. |
Executive Vice President and Director |
Frommeyer, Timothy G. |
Executive Vice President-Chief Legal Officer |
Howard, Mark S. |
Executive Vice President-Chief Marketing Officer |
Jones, Ramon |
Executive Vice President-Chief Customer, Strategy and Innovation Officer |
Mahaffey, Michael W. |
Executive Vice President-Chief Transformation Officer |
Shore, Amy T. |
Senior Vice President-NF Strategic Customer Solutions |
Ambrozy, Tina S. |
Senior Vice President-Strategic Planning |
Amodeo, Daniel W. |
Senior Vice President-Marketing Management - Financial Services |
Bair, Ann S. |
Senior Vice President-Corporate Controller and Chief Accounting Officer |
Benson, James D. |
Senior Vice President-Head of Taxation |
Biesecker, Pamela A. |
Senior Vice President-Marketing Content & Delivery |
Boyd, Michael A. |
Senior Vice President-Legal – NF |
Boyer, John N. |
Senior Vice President-Human Resources – IT & Legal |
Bretz, Angela D. |
Senior Vice President-Chief Technology Officer - Nationwide Financial |
Carrel, Michael W. |
Senior Vice President-Chief Investment Officer |
Coleman, Joel L. |
Senior Vice President-Chief Compliance Officer |
Dankovic, Rae Ann |
Senior Vice President-Chief Risk Officer |
Diem, Klaus K. |
Senior Vice President-External Affairs |
English, Steven M. |
Senior Vice President-Trial Division |
Failor, Scott E. |
Senior Vice President-Chief Financial Officer - Nationwide Financial and Director |
Ginnan, Steven A. |
Senior Vice President-Annuity Distribution |
Guymon, Rona |
Senior Vice President-Retirement Solutions Sales |
Hawley, Craig A. |
Senior Vice President-Nationwide Annuity and Director |
Henderson, Eric S. |
Senior Vice President-Corporate Operations & Litigation Legal |
Innis-Thompson, Janice |
Senior Vice President-Investment Management Group |
Jestice, Kevin T. |
Senior Vice President-Internal Audit |
Jordan, Gregory S. |
Senior Vice President-Chief Innovation and Digital Officer |
Kandhari, Chetan D. |
Senior Vice President-Chief Technology Officer – Technology Strategy, Data & Innovation |
Kolp, Melanie A. |
Senior Vice President and Treasurer |
LaPaul, David |
Senior Vice President-Chief Information Security Officer |
Lukens, Todd |
Senior Vice President-Marketing Management - P&C |
MacKenzie, Jennifer B. |
Senior Vice President-Technology CFO & Procurement |
O'Brien, Kevin G. |
Senior Vice President-Corporate Solutions |
Perez, Juan J. |
Senior Vice President-Talent & Organization Effectiveness |
Pheister, Erin R. |
Senior Vice President-Nationwide Retirement Institute |
Rodriguez, Kristi L. |
Senior Vice President-Corporate Real Estate |
Sherry, Kieran P. |
Senior Vice President-Finance & Strategy Legal and Corporate Secretary |
Skingle, Denise L. |
Senior Vice President-Nationwide Life and Director |
Snyder, Holly R. |
Senior Vice President-Total Rewards |
Sonneman, Christopher Paul |
Senior Vice President-Retirement Solutions |
Stevenson, Eric |
Senior Vice President-Chief Advanced Analytics Officer |
Terry, Shannon |
Senior Vice President-Chief Technology Officer – Property & Casualty |
Vasudeva, Guruprasad C. |
Senior Vice President-Human Resources - NF |
Webster, Cynthia S. |
Director |
Walker, Kirt A. |
Company |
Jurisdiction of Domicile |
Brief Description of Business |
Nationwide Financial Services, Inc. |
Delaware |
The company acts primarily as a holding company for companies within the Nationwide organization that offer or distribute life insurance, long-term savings and retirement products. |
NFS Distributors, Inc. |
Delaware |
The company acts primarily as a holding company for Nationwide Financial Services, Inc. companies. |
Nationwide Financial General Agency, Inc. |
Pennsylvania |
The company is a multi-state licensed insurance agency. |
Nationwide Fund Distributors, LLC |
Delaware |
The company is a limited purpose broker-dealer. |
Nationwide Fund Management, LLC |
Delaware |
The company provides administration, transfer and dividend disbursing agent services to various mutual fund entities. |
Nationwide Retirement Solutions, Inc. |
Delaware |
The company markets and administers deferred compensation plans for public employees. |
Nationwide Securities, LLC |
Delaware |
The company is a general purpose broker-dealer and investment adviser registered with the Securities and Exchange Commission. |
Nationwide Trust Company, FSB |
Federal |
This is a federal savings bank chartered by the Office of Thrift Supervision in the United States Department of Treasury to exercise deposit, lending, agency, custody and fiduciary powers and to engage in activities permissible for federal savings banks under the Home Owners’ Loan Act of 1933. |
Nationwide Financial Services Capital Trust |
Delaware |
The trust’s sole purpose is to issue and sell certain securities representing individual beneficial interests in the assets of the trust |
525 Cleveland Avenue, LLC |
Ohio |
This is a limited liability company organized under the laws of the State of Ohio. The company was formed to provide remedial real property cleanup prior to sale. |
Nationwide Life Insurance Company 2 |
Ohio |
The corporation provides individual life insurance, group and health insurance, fixed and variable annuity products and other life insurance products. |
Jefferson National Life Insurance Company2,3 |
Texas |
The company provides life, health and annuity products. |
Jefferson National Life Annuity Company C2,3 |
|
A separate account issuing variable annuity products. |
Jefferson National Life Annuity Account E2,3 |
|
A separate account issuing variable annuity products. |
Jefferson National Life Annuity Account F2,3 |
|
A separate account issuing variable annuity products. |
Jefferson National Life Annuity Account G2,3 |
|
A separate account issuing variable annuity products. |
Jefferson National Life Insurance Company of New York2,3 |
New York |
The company provides variable annuity products. |
Jefferson National Life of New York Annuity Account 12,3 |
|
A separate account issuing variable annuity products. |
MFS Variable Account2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Multi-Flex Variable Account2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-II2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-32,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-42,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Company |
Jurisdiction of Domicile |
Brief Description of Business |
Nationwide Variable Account-52,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-62,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-72,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-82,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-92,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-102,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-112,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-122,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-132,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-142,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Variable Account-152,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Provident VA Separate Account 12,3 |
Pennsylvania |
A separate account issuing variable annuity contracts. |
Nationwide VLI Separate Account2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VLI Separate Account-22,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VLI Separate Account-32,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VLI Separate Account-42,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VLI Separate Account-52,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VLI Separate Account-62,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VLI Separate Account-72,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide Provident VLI Separate Account 12,3 |
Pennsylvania |
A separate account issuing variable life insurance policies. |
Nationwide Investment Services Corporation3 |
Oklahoma |
This is a limited purpose broker-dealer and distributor of variable annuities and variable life products for Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company. The company also provides educational services to retirement plan sponsors and its participants. |
Nationwide Financial Assignment Company3 |
Ohio |
The company is an administrator of structured settlements. |
Nationwide Investment Advisors, LLC3 |
Ohio |
The company provides investment advisory services. |
Eagle Captive Reinsurance, LLC3 |
Ohio |
The company is engaged in the business of insurance |
Nationwide Life and Annuity Insurance Company2,3 |
Ohio |
The company engages in underwriting life insurance and granting, purchasing and disposing of annuities. |
Nationwide VA Separate Account-A2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide VA Separate Account-B2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide VA Separate Account-C2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide VA Separate Account-D2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
Nationwide Provident VA Separate Account A2,3 |
Delaware |
A separate account issuing variable annuity contracts. |
Nationwide VL Separate Account-C2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VL Separate Account-D2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide VL Separate Account-G2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
Nationwide Provident VLI Separate Account A2,3 |
Delaware |
A separate account issuing variable life insurance policies. |
Olentangy Reinsurance, LLC3 |
Vermont |
The company is a captive life reinsurance company. |
Nationwide SBL, LLC |
Ohio |
The company is a lender offering securities-back lines of credit. |
Company |
Jurisdiction of Domicile |
Brief Description of Business |
Registered Investment Advisors Services, Inc. |
Texas |
The company is a technology company that facilitates third-party money management services for registered investment advisors |
Nationwide Fund Advisors4 |
Delaware |
The trust acts as a registered investment advisor. |
Jefferson National Life Annuity Account C |
Nationwide Variable Account-14 |
Jefferson National Life Annuity Account E |
Nationwide Variable Account-15 |
Jefferson National Life Annuity Account F |
Nationwide VA Separate Account-A |
Jefferson National Life Annuity Account G |
Nationwide VA Separate Account-B |
Jefferson National Life of New York Annuity Account 1 |
Nationwide VA Separate Account-C |
MFS Variable Account |
Nationwide VA Separate Account-D |
Multi-Flex Variable Account |
Nationwide VLI Separate Account |
Nationwide Variable Account |
Nationwide VLI Separate Account-2 |
Nationwide Variable Account-II |
Nationwide VLI Separate Account-3 |
Nationwide Variable Account-3 |
Nationwide VLI Separate Account-4 |
Nationwide Variable Account-4 |
Nationwide VLI Separate Account-5 |
Nationwide Variable Account-5 |
Nationwide VLI Separate Account-6 |
Nationwide Variable Account-6 |
Nationwide VLI Separate Account-7 |
Nationwide Variable Account-7 |
Nationwide VL Separate Account-C |
Nationwide Variable Account-8 |
Nationwide VL Separate Account-D |
Nationwide Variable Account-9 |
Nationwide VL Separate Account-G |
Nationwide Variable Account-10 |
Nationwide Provident VA Separate Account 1 |
Nationwide Variable Account-11 |
Nationwide Provident VA Separate Account A |
Nationwide Variable Account-12 |
Nationwide Provident VLI Separate Account 1 |
Nationwide Variable Account-13 |
Nationwide Provident VLI Separate Account A |
President and Director |
Ambrozy, Tina S. |
Senior Vice President-Head of Taxation |
Biesecker, Pamela A. |
Senior Vice President and Secretary |
Skingle, Denise L. |
Vice President-Tax |
Eppley, Daniel P. |
Vice President and Assistant Secretary |
Garman, David A. |
Vice President-Chief Compliance Officer |
Rabenstine, James J. |
Vice President-CFO – Life Insurance |
Wild, Keith D. |
Associate Vice President and Treasurer |
Roswell, Ewan T. |
Associate Vice President and Assistant Treasurer |
Hacker, Hope C. |
Associate Vice President and Assistant Treasurer |
Reese, John A. |
Associate Vice President and Assistant Treasurer |
Walker, Tonya G. |
Assistant Secretary |
Bowman, Heidi |
Assistant Secretary |
Dokko, David |
Assistant Secretary |
Hartman, Mark E. |
Director |
Henderson, Eric S. |
Director |
Stevenson, Eric |
Name of Principal Underwriter |
Net Underwriting Discounts |
Compensation on Redemption |
Brokerage Commissions |
Other Compensation |
Nationwide Investment Services Corporation |
N/A |
N/A |
N/A |
N/A |
Nationwide VLI Separate Account-4 |
(Registrant) |
Nationwide Life Insurance Company |
(Depositor) |
By: /s/ Shawn M. Parry |
Shawn M. Parry Attorney-in-Fact |
JOHN L. CARTER |
|
John L. Carter, President and Chief Operating Officer and Director (Principal Executive Officer) |
|
HOLLY R. SNYDER |
|
Holly R. Snyder, Senior Vice President and Director |
|
TIMOTHY G. FROMMEYER |
|
Timothy G. Frommeyer, Executive Vice President and Director |
|
ERIC S. HENDERSON |
|
Eric S. Henderson, Senior Vice President-Nationwide Annuity and Director |
|
STEVEN A. GINNAN |
|
Steven A. Ginnan, Senior Vice President-Chief Financial Officer-Nationwide Financial and Director (Chief Financial Officer) |
|
KIRT A. WALKER |
|
Director |
|
JAMES D. BENSON |
|
James D. Benson, Senior Vice President-Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
|
|
By: /s/ Shawn M. Parry |
|
Shawn M. Parry Attorney-in-Fact |
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
FUND PARTICIPATION AGREEMENT
This Agreement dated as of the January 1, 2017, is made by and among Nationwide Financial Services, Inc. on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively, Nationwide), the current and any future Nationwide separate accounts as applicable (Variable Accounts), Calvert Variable Products, Inc., a Maryland corporation, on behalf of its series, Calvert VP S&P 500 Portfolio (the Portfolio), and Eaton Vance Distributors, Inc. (the Company) which serves as principal distributor of the Portfolio.
RECITALS
WHEREAS, Nationwide is engaged in developing and offering variable annuity and variable life insurance products (collectively Variable Products) through its Variable Accounts; and
WHEREAS, Nationwide also provides administrative and/or recordkeeping services for the Variable Products and in all other respects provides operational support in connection with the offering and maintenance of the Variable Products; and
WHEREAS, Nationwide and the Company mutually desire the inclusion of the Portfolio as investment options in the Variable Products; and
WHEREAS, the Variable Products allow for the allocation of net amounts received by Nationwide and the Variable Accounts to the Company for investment in shares of the Portfolio; and
WHEREAS, selection of investment options is made by contract owners of the Variable Products and such contract owners may reallocate their investments among the investment options in accordance with the terms of the Variable Products; and
NOW THEREFORE, Nationwide and the Company, in consideration of the undertaking described herein, agree that the Portfolio will be available as investment options in the Variable Products offered by Nationwide, subject to the following:
REPRESENTATIONS
REPRESENTATIONS BY NATIONWIDE
Nationwide Financial Services, Inc. represents that it is a holding company duly organized and in good standing under applicable state law. Nationwide represents that its life insurance companies have been duly organized and are in good standing under applicable state law.
Page 1 of 26
Nationwide represents that its life insurance company subsidiaries have validly established all separate accounts under applicable state law. Each Variable Account is or will be registered as a unit investment trust in accordance with the provisions of the Investment Company Act of 1940, as amended (the 1940 Act), unless excluded from registration based on Section 3(c)(1) or 3(c)(7) of the 1940 Act, or any other applicable exemption.
Nationwide represents that it will amend the registration statements under the Securities Act of 1933 (the 1933 Act) and the 1940 Act for the Variable Products from time to time as required to effect the continuous offering of the Variable Products, unless otherwise exempt or excluded. Nationwide will also seek to have the Variable Products approved by state insurance authorities in jurisdictions where those annuity contract or life insurance policies will be offered.
Nationwide represents that the annuity contracts and/or life insurance policies are designed to be treated as annuity contracts and/or life insurance policies under the appropriate provisions of the Internal Revenue Code of 1986, as amended (the Code). Nationwide shall make every effort to maintain such treatment, and will promptly notify the Company upon having a reasonable basis for believing that such annuity contracts or life insurance policies have ceased to be so treated or that they might not be so treated in the future.
Nationwide represents that it has policies and procedures in effect with respect to the processing and transmission of orders to purchase and redeem Portfolio shares reasonably designed to monitor and prevent orders received after the close of trading, generally 4:00 p.m. Eastern Time) on the New York Stock Exchange (Close of Trading), on any Business Day from being aggregated and communicated to the Portfolio with orders received before Close of Trading (consistent with Section 22(c) of the 1940 Act and Rule 22c-1 thereunder).
Nationwide has policies and procedures in effect to detect and deter short-term or disruptive trading practices. Nationwides policies and procedures include, but are not limited to: monitoring participant trading activity, imposing trade restrictions and enforcing redemption fees imposed by the Portfolio (if applicable). Company acknowledges that Nationwide shall apply its own trade monitoring and restriction policies and procedures to trading of Portfolio shares hereunder which may differ from the criteria set forth in the Portfolios prospectus and statement of additional information (SAI).
Nationwide represents that it will conduct its activities hereunder in material conformity with all applicable federal and state laws and regulations.
REPRESENTATIONS BY THE PORTFOLIO
The Portfolio represents that it is duly organized and validly existing under applicable state law. The Portfolio represents that its shares are duly authorized for issuance in accordance with applicable law, that the Portfolio is registered as an open-end management investment company under the 1940 Act, and the Portfolio will maintain its registration as an investment company under the 1940 Act.
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The Portfolio shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts, including registering its shares sold to the Variable Accounts under the 1933 Act. The Portfolio will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Portfolio will register and qualify its shares for sale in all states and will promptly notify Nationwide if any shares are not qualified in a particular state.
The Portfolio represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. The Portfolio shall promptly notify Nationwide upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future.
The Board of Directors of the Portfolio has adopted policies and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Portfolios prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Portfolios prospectus.
The Portfolio represents that any insurance Portfolio utilized in the Variable Products currently complies with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Portfolio will make every effort to maintain the Portfolios compliance with such diversification requirements, unless the Portfolio is otherwise exempt from Section 817(h) and/or except as otherwise disclosed in the Portfolios prospectus. The Portfolio will notify Nationwide promptly upon having a reasonable basis for believing the Portfolio has ceased to comply. The Portfolio shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h).
REPRESENTATIONS BY THE COMPANY
The Company, as the distributor of the Portfolio represents that it (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act) and will remain duly registered under all applicable federal and state securities laws, (ii) is a member in good standing of the Financial Industry Regulatory Authority (FINRA), (iii) serves as principal underwriter/distributor of the Portfolio, and (iv) will perform its obligations for the Portfolio in accordance with any applicable state and federal securities laws.
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TRADING
Subject to the terms and conditions of this Agreement, Nationwide shall be appointed to, and agrees to act, as a limited agent of the Company for the sole purpose of receiving instructions from duly authorized parties for the purchase and redemption of Portfolio shares prior to the close of regular trading 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 Portfolio calculates its net asset value as set forth in the Portfolios most recent prospectus and SAI. Except as particularly stated in this paragraph, Nationwide shall have no authority to act on behalf of the Company or to incur any cost or liability on its behalf. Both parties agree to follow any written guidelines or standards relating to the sale or distribution of the shares as may be provided in the provisions outlined in Exhibit C, as well as to follow any applicable federal and/or state securities laws, rules or regulations.
VOTING
For so long as and to the extent that the Securities and Exchange Commission (SEC) continues to interpret the 1940 Act to require pass-through voting privileges for Variable Products, Nationwide shall distribute all proxy material furnished by the Company (provided that such material is received by Nationwide or its designated agent at least 10 Business Days prior to the date scheduled for mailing to contract owners) and shall vote Portfolio shares in accordance with instructions received from the contract owners who have interests in such Portfolio shares. Nationwide shall vote the Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which said instructions have been received from the contract owners, provided that such proportional voting is not prohibited by a contract owners qualified retirement plan document, if applicable. Nationwide and its agents will in no way recommend an action in connection with or oppose or interfere with the solicitation of proxies in the Portfolio shares.
DOCUMENTS AND OTHER MATERIALS
DOCUMENTS PROVIDED BY NATIONWIDE
Nationwide agrees to provide the Company, upon written request, any reports indicating the number of contract or policy owners having interests in the Variable Products corresponding to a Variable Accounts acquisition of Portfolio shares and such other information (including books and records) that the Company may reasonably request or as may be necessary or advisable to enable it to comply with any law, regulation or order.
DOCUMENTS PROVIDED BY THE COMPANY
Within five (5) Business Days after the end of each calendar month, the Company shall provide Nationwide, or its designee, electronic access to shareholder account information, which shall include all transactions made during that particular month and the outstanding share balance. In the event electronic access cannot be provided, the Company shall provide Nationwide or its designees with a hard copy monthly statement of account confirming all transactions made during that month along with the outstanding share balance.
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The Company shall promptly provide Nationwide with a reasonable quantity (in light of the number of existing contract or policy owners) of the Portfolios prospectuses, SAIs and any supplements thereto, and semi-annual and annual reports.
EXPENSES
All expenses incident to the performance by Nationwide under this Agreement shall be paid by Nationwide. Likewise, all expenses incident to the performance by the Portfolio under this Agreement shall be paid by the Company and/or the Portfolio.
Nationwide is responsible for the expenses of the cost of registration of the Variable Products, unless otherwise exempt and the costs of having the Variable Products approved by state insurance authorities in the applicable jurisdictions.
The Company and/or the Portfolio are responsible for the expenses of the cost of registration of the Portfolios shares, or preparation of the Portfolios prospectuses, SAIs, proxy materials, reports and the preparation of other related statements and notices required by law for distribution in reasonable quantities to contract owners except as otherwise mutually agreed upon by the parties to the Agreement.
Nationwide is responsible for distributing Portfolio prospectuses and semi-annual and annual reports to its existing contract owners. For Nationwides annual mailing to contract owners of Variable Product prospectuses and Portfolio prospectuses and its mailing of semi-annual and annual reports, the Company will provide updated Portfolio prospectuses and semi-annual and annual reports for mailing to contract owners, or if a combined printing is done by Nationwide, the Company will pay the lesser of:
(a) | The cost to print individual fund prospectuses and semi-annual and annual reports; or |
(b) | The Companys portion of the total printing costs if Nationwide does not use individual prospectuses and semi-annual and annual reports, but reprints such documents in another format; or |
(c) | The Companys portion of the total reproduction costs if Nationwide does not use individual printed prospectuses and semi-annual and annual reports, but reproduces such documents in another allowable and appropriate medium (i.e. CD Rom or computer diskette) which is mutually agreed upon by both Nationwide and the Company and subject to reasonable costs. |
FUND SUBSTITUTION
If a party desires to remove the Portfolio from a Variable Product, whomever initiates the removal will pay reasonable expenses incurred by the other party as a result of removing such Portfolio as an available investment option. The parties agree to provide reasonable advance notice of their election to remove the Portfolio. The Company acknowledges that Nationwide may need to seek the approval of the SEC under Section 26(c) of the 1940 Act for any fund substitution.
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MIXED AND SHARED FUNDING
The Company represents that it has or will obtain a mixed and shared funding order issued by the SEC under Section 6(c) of the 1940 Act. As set forth in the notice of the Companys application for the mixed and shared funding order, Nationwide agrees to report any potential or existing conflicts promptly to the Board of Directors of the Portfolio (the Board), and in particular whenever voting instructions of contract owners are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under such application. Nationwide agrees to carry out such responsibilities with a view to the interests of existing contract owners.
If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contract owner investments in the Portfolio, the Board shall give prompt notice to all Insurance Companies participating in the Portfolio (Participating Companies). If the Board determines that Nationwide is responsible for causing or creating said conflict, Nationwide shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to:
(a) | Withdrawing the assets allocable to the Variable Account from the Portfolio and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected contract owners; and/or |
(b) | Establishing a new separate account. |
If a material irreconcilable conflict arises as a result of a decision by Nationwide to disregard contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all contract owners having an interest in the Portfolio, Nationwide may be required, at the Boards election, to withdraw the Variable Accounts investment in the Portfolio.
For the purpose of this section, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Portfolio be required to bear the expense of establishing a new funding medium for any Variable Product. Nationwide shall not be required by this section to establish a new funding medium for any Variable Product if an offer to do so has been declined by vote of a majority of the contract owners materially adversely affected by the irreconcilable material conflict.
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SHAREHOLDER INFORMATION AGREEMENT
Notwithstanding any other provision of this Agreement, that certain Rule 22c-2 Agreement between Company and Nationwide dated April 16, 2007 (the Existing 22c-2 Agreement) shall continue in full force and effect, and the Services required to be performed hereunder and the other obligations of the parties shall be in addition to, and not in lieu of, the obligations of the Parties under the Existing Rule 22c-2 Agreement.
PRIVACY AND CONFIDENTIAL INFORMATION
Confidentiality Obligation. Each party shall hold the Confidential Information of the other party in strict confidence. Each of the parties warrants to the other that it shall not disclose to any person any Confidential Information which it may acquire in the performance of this Agreement; nor shall it use such Confidential Information for any purposes other than to fulfill its contractual obligations under this Agreement and it will maintain the other partys Customer and Confidential Information with reasonable care, which shall not be less than the degree of care it would use for its own such information.
Confidential Information. For purposes of this section and the next, Confidential Information means any data or information regarding proprietary information, information identified as Confidential, or information that a reasonable business person would understand to be confidential. This includes, but is not limited to, the customer information of each party.
Customer Information. For purposes of this section, Customer Information means non-public personally identifiable information as defined in the Gramm-Leach-Bliley Act and the rules and regulations promulgated thereunder, and each party agrees not to use, disclose or distribute to others any such information except as necessary to perform the terms of this Agreement and each party agrees to comply with all applicable provisions of the Gramm-Leach-Bliley Act. In the event Confidential Information includes Customer Information, the Customer Information clause controls.
Confidential Information does not include information that: (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the Receiving Party or by no violation of this Agreement; (b) was lawfully received by the Receiving Party from a third party free of any obligation of confidence of such third party; (c) was already in the possession of the Receiving Party prior to receipt thereof directly or indirectly from the Disclosing Party; (d) is subsequently and independently developed by employees, consultants or agents of the Receiving Party without reference to or use of the Confidential Information disclosed under this Agreement; (e) is required to be disclosed pursuant to applicable laws, regulatory or legal process, subpoena or court order; provided that the receiving party shall notify the disclosing party of such receipt and tender to it the defense of such demand; after such notice is provided, receiving party shall be entitled to comply with such subpoena or other process to the extent required by law; or, (f) any fees payable to Nationwide for performing certain administrative services.
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Unauthorized Disclosure. Receiving Party shall promptly notify the Disclosing Party, and provide the details, of any unauthorized possession or use of the Disclosing Partys Confidential Information. The parties understand and agree, Receiving Party shall be liable, and there shall be no cap on liability, for damages arising out of breaches of confidentiality involving breaches of data that lead to the release or misuse of data pertaining to Disclosing Party.
Data Disposition. Upon Disclosing Partys written request, Receiving Party shall promptly return all documents and other media containing Confidential Information. Any information that cannot feasibly be returned shall be purged, deleted or destroyed. The Receiving Party shall have an obligation to safeguard all other information.
SECURITY
Each party will maintain and enforce safety and physical security procedures with respect to its access and maintenance of Confidential Information that (a) are at least equal to industry standards for such types of locations, (b) are in accordance with reasonable policies in these regards, and (c) provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of Confidential Information under this Agreement. Without limiting the generality of the foregoing, each party will take all reasonable measures to secure and defend its location and equipment against hackers and others, both internal and external, who may seek, without authorization, to modify or access its systems or the information found therein. Each party will periodically test its systems for potential areas where security could be breached, and will report to the other party immediately any breaches of security or unauthorized access to its systems that it detects or becomes aware of. Each party will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner. Each party maintains the reasonable right to audit its data in the other partys systems environment.
All Confidential Information must be stored in a physically and logically secure environment that protects it from unauthorized access, modification, theft, misuse and destruction. In addition to the general standards set forth above, each party will maintain an adequate level of physical security controls over its facility including, but not limited to, appropriate alarm systems, fire suppression, and access controls (including off-hour controls) which may include visitor access procedures, security guard force, video surveillance, and staff egress searches. Further, each party will maintain an adequate level of data security controls, including, but not limited to, logical access controls including user sign-on identification and authentication, data access controls (e.g., password protection of applications, data files and libraries), accountability tracking, anti-virus software, secured printers, restrict download to disk capability and provision for system backup.
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ANTI-MONEY LAUNDERING
Nationwide agrees that companies listed in Exhibit A will comply with the USA PATRIOT Act as applicable and effective. Further, the Company agrees that it will comply with the USA PATRIOT Act as applicable and effective.
DISCLOSURE
Each party may disclose that it has entered into this arrangement.
INDEMNIFICATION
Nationwide agrees to indemnify and hold harmless the Company and the Portfolio, and its officers, directors, employees, agents, affiliated persons, subsidiaries and each person, if any, who controls the Company and/or the Portfolio within the meaning of the 1940 Act (collectively, the Indemnified Parties for purposes of this section) against any losses, claims, expenses, damages, liabilities (including amounts paid in settlement thereof) and/or litigation expenses (including reasonable legal and other expenses) (collectively the Losses), to which the Indemnified Parties may become subject to when such Losses result from a breach by Nationwide of a material provision of this Agreement. Nationwide will reimburse any reasonable legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. Nationwide shall not be liable for indemnification hereunder if such Losses are attributable to the bad faith, negligence, willful misfeasance or misconduct of the Company or the Portfolio in performing its obligations under this Agreement. Nationwide further agrees to indemnify and hold harmless the Indemnified Parties related to the Variable Products (issued by Nationwide) that arise out of or are based upon any untrue or alleged untrue statement or misrepresentation of any material fact contained in the registration statement, prospectus, or supplement for the Variable Products. Notwithstanding the foregoing, this agreement to indemnify the Indemnified Parties shall not apply if such statement is based on information furnished to Nationwide by or on behalf of the Company or the Portfolio.
The Company and the Portfolio agree to indemnify and hold harmless Nationwide and its officers, directors, employees, agents, affiliated persons, subsidiaries and each person, if any, who controls Nationwide within the meaning of the 1940 Act (collectively, the Indemnified Parties for purposes of section) against any Losses, to which the Indemnified Parties may become subject to when such Losses result from a breach by the Company and/or the Portfolio of a material provision of this Agreement. The Company and/or the Portfolio will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Company and the Portfolio shall not be liable for indemnification hereunder if such Losses are attributable to the bad faith, negligence, willful misfeasance or misconduct of Nationwide in performing its obligations under this Agreement. The Company and the Portfolio further agree to indemnify and hold harmless the Indemnified Parties related to the acquisition of the Portfolios shares that arise out of or are based upon any untrue or alleged untrue statement or misrepresentation of any material fact contained in the registration statement, prospectus, or supplement for the Portfolio. Notwithstanding the foregoing, this agreement to indemnify the Indemnified Parties shall not apply if such statement is based on information furnished to the Company or the Portfolio by or on behalf of Nationwide.
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Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party, in writing, of the commencement thereof; but the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this section. In the event that such an action is brought against any indemnified party, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.
If the indemnifying party assumes the defense of any such action, the indemnifying party shall not, without the prior written consent of the indemnified parties in such action, settle or compromise the liability of the indemnified parties in such action, or permit a default or consent to the entry of any judgment in respect thereof, unless in connection with such settlement, compromise or consent, each indemnified party receives from such claimant an unconditional release from all liability in respect of such claim.
APPLICABLE LAW
This Agreement shall be construed in accordance with the laws of the State of Ohio.
This Agreement shall be subject to the provisions of the 1933 Act, 1934 Act and 1940 Act and the rules and regulations thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant.
TERMINATION
This Agreement shall terminate with regard to the availability of shares of the Portfolio (if specified) or the Portfolio as underlying investment options:
(a) | at the option of Nationwide or the Company upon at least 60 days advance written notice to the other; |
(b) | at any time upon the Companys election, if the Company determines that liquidation of the Portfolio is in the best interest of the Portfolio or their beneficial owners. Reasonable advance notice of election to liquidate shall be provided to Nationwide in order to permit the substitution of Portfolio shares, if necessary, with shares of another investment company pursuant to the 1940 Act and other applicable securities regulations; |
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(c) | at any time upon Nationwides election, in accordance with the 1940 Act and applicable regulations, to substitute such Portfolio shares with the shares of another investment company for the Variable Products for which the Portfolio shares have been selected to serve as the underlying investment options. Nationwide shall give reasonable notice to the Company of any proposal to substitute Portfolio shares; |
(d) | at the option of Nationwide or the Company with 30 days advance written notice to the other, upon the institution of relevant formal proceedings against either Nationwide or the Company or the Portfolio by FINRA, the Internal Revenue Service, the Department of Labor, the SEC, state insurance departments or any other regulatory body; |
(e) | at the option of either party for cause immediately upon written notice to the other party upon a material breach of this Agreement if the breaching party does not cure the material breach within 30 days after receiving written notice of the material breach from the non-breaching party. |
Notwithstanding any of the foregoing provisions of this section, this Agreement and all related agreements shall remain in force and in effect for so long as allocations to any or all of the Variable Accounts remain invested in Portfolio shares.
NOTICE
Each notice or other communication required or permitted to be made or given by a party pursuant to this Agreement shall be given in writing and delivered by U.S. first class mail or overnight courier, in each case prepaid and addressed, to:
Nationwide Financial Services, Inc.
One Nationwide Plaza, 5-02-210A
Columbus, Ohio 43215
Attention: AVP, External Funds Management Operations
If to the Portfolio:
Calvert Variable Products, Inc.
c/o Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
Attention: Chief Legal Officer
If to the Company:
Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
Attention: Chief Legal Officer
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Any party may change its address by notifying the other party(ies) in writing. Notices will be deemed given upon dispatch.
ENTIRE AGREEMENT
This Agreement, together with all contemporaneous exhibits, sets forth the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior discussions, representations, and understandings, whether written or oral, between the parties related to the subject of this Agreement.
ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns; provided, however, that neither this Agreement nor any rights, privileges, duties or obligations of the parties may be assigned by any party without the written consent of the other parties except that upon notice to the other party either party may assign this Agreement to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets.
WAIVER OF AGREEMENT
No term or provision of this Agreement may be waived or modified unless done so in writing and signed by the party against whom such waiver or modification is sought to be enforced. Either partys failure to insist at any time on strict compliance with this Agreement or with any of the terms under this Agreement or any continued course of such conduct on its part will in no event constitute or be considered a waiver by such party of any of its rights or privileges.
ENFORCEABILITY
If any portion of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
REMEDIES NOT EXCLUSIVE
The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties to this Agreement are entitled to under state and federal laws.
TRADEMARKS
Except to the extent required by applicable law, no party shall use any other partys names, logos, trademarks or service marks, whether registered or unregistered, without the prior consent of such party. Notwithstanding the foregoing, Nationwide may identify the Portfolio in a listing of funds available as underlying investment options.
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SURVIVABILITY
Sections Representations, Privacy and Confidential Information, Security, Indemnification, and Trademarks hereof shall survive termination of this Agreement. In addition, all provisions of this Agreement shall survive termination of this Agreement in the event that any Variable Accounts are invested in the Portfolio at the time the termination becomes effective and shall survive for so long as such Variable Accounts remain so invested.
NON-EXCLUSIVITY
Each of the parties acknowledges and agrees that this Agreement and the arrangements described in this Agreement are intended to be non-exclusive and that each of the parties is free to enter into similar agreements and arrangements with other entities.
PARTNERSHIPS/JOINT VENTURES
Nothing in this Agreement shall be deemed to create a partnership or joint venture by and among the parties hereto.
FORCE MAJEURE
No party to this Agreement will be responsible for delays resulting from acts beyond the reasonable control of such party, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder as soon as practicable as soon as such causes are avoided, rectified or removed.
AMENDMENTS TO THIS AGREEMENT
This Agreement may not be amended or modified except by a written amendment, which includes any amendments to the Exhibits, executed by all parties to the Agreement.
NO THIRD PARTY BENEFICIARIES
Except as expressly set forth herein, no provisions of this Agreement is intended or shall be construed to provide or create any rights or benefits in any third party.
TERMINATION OF PRIOR AGREEMENTS
This Agreement, together with all contemporaneous exhibits, supersedes and terminates any and all prior agreements between the parties related to the subject of this Agreement.
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EXECUTION
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 a legal, valid and binding obligation, and is enforceable 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 damages, loss of data, delay or any other loss whatsoever caused by events beyond its control.
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 FINANCIAL SERVICES, INC. | ||
By: | /s/ Steven D. Pierce | |
Steven D. Pierce | ||
Title: | AVP, External Funds Management | |
EATON VANCE DISTRIBUTORS, INC. | ||
By: | /s/ A. John Murphy | |
A. John Murphy | ||
Title: | Asst. Secretary | |
CALVERT VARIABLE PRODUCTS, INC. | ||
By: | /s/ Maureen Gemma | |
Maureen Gemma | ||
Title: | Secretary |
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Exhibit A
Subsidiary Life Insurance Companies
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Any other existing or future direct or indirect subsidiaries of Nationwide Financial Services, Inc. issuing Separate Accounts, or performing duties or obligations hereunder on behalf of Nationwide provided that such subsidiary is duly formed, validly existing and has all necessary licenses.
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EXHIBIT B
PORTFOLIO(S)
All current and future funds available for sale through the Variable Products, including but not limited to any funds listed below.
Calvert VP S&P 500 Index Portfolio, a series of Calvert Variable Products, Inc.
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EXHIBIT C
FUND/SERV PROCESSING PROCEDURES
AND
MANUAL PROCESSING PROCEDURES
The purchase, redemption and settlement of shares of the Portfolio (Shares) will normally follow the Fund/SERV-Defined Contribution Clearance and Settlement Service (DCCS) Processing Procedures below and the rules and procedures of the SCC Division of the National Securities Clearing Corporation (NSCC) shall govern the purchase, redemption and settlement of Shares of the Portfolio through NSCC by Nationwide. In the event of equipment failure or technical malfunctions or the parties inability to otherwise perform transactions pursuant to the FUND/SERV Processing Procedures, or the parties mutual consent to use manual processing, the Manual Processing Procedures below will apply.
It is understood and agreed that, in the context of Section 22 of the 1940 Act and the rules and public interpretations thereunder by the staff of the SEC, receipt by Nationwide of any Instructions from the contract owner prior to the Close of Trading (as defined below) on any Business Day shall be deemed to be receipt by the Portfolio of such Instructions solely for pricing purposes and shall cause purchases and sales to be deemed to occur at the Share Price for such Business Day, except as provided in 3(c) of the Manual Processing Procedures. Each Instruction shall be deemed to be accompanied by a representation by Nationwide that it has received proper authorization from each contract owner whose purchase, redemption, account transfer or exchange transaction is effected as a result of such Instruction.
Fund/SERV-DCCS Processing Procedures
1. | On each business day that the New York Stock Exchange (the Exchange) is open for business on which the Portfolio determine their net asset values (Business Day), the Company shall accept, and effect changes in its records upon receipt of purchase, redemption, exchanges, account transfers and registration instructions from Nationwide electronically through Fund/SERV (Instructions) without supporting documentation from the contract owner. On each Business Day, the Company shall accept for processing any Instructions from Nationwide and shall process such Instructions in a timely manner. |
2. | Company shall perform any and all duties, functions, procedures and responsibilities assigned to it under this Agreement and as otherwise established by the NSCC. Company shall conduct each of the foregoing activities in a competent manner and in compliance with (a) all applicable laws, rules and regulations, including NSCC Fund/SERV-DCCS rules and procedures relating to Fund/SERV; (b) the then-current Prospectus of the Portfolio; and (c) any provision relating to Fund/SERV in any other agreement of the Company that would affect its duties and obligations pursuant to this Agreement. |
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3. | Confirmed trades and any other information provided by the Company to Nationwide through Fund/SERV and pursuant to this Agreement shall be accurate, complete, and in the format prescribed by the NSCC. |
4. | Trade information provided by Nationwide to the Company through Fund/SERV and pursuant to this Agreement shall be accurate, complete and, in the format prescribed by the NSCC. All Instructions by Nationwide regarding each Fund/SERV Account shall be true and correct and will have been duly authorized by the registered holder. |
5. | For each Fund/SERV transaction, Nationwide shall provide the Portfolio and the Company with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which Nationwide hereby certifies is and shall remain true and correct. Nationwide shall maintain documents required by the Portfolio to effect Fund/SERV transactions. Nationwide certifies that all Instructions delivered to Company on any Business Day shall have been received by Nationwide from the contract owner by the close of trading (generally 4:00 p.m. Eastern Time (ET)) on the Exchange (the Close of Trading) on such Business Day and that any Instructions received by it after the Close of Trading on any given Business Day will be transmitted to Company on the next Business Day. |
Manual Processing Procedures
1. | On each Business Day, Nationwide may receive Instructions from the contract owner for the purchase or redemption of shares of the Portfolio based solely upon receipt of such Instructions prior to the Close of Trading on that Business Day. Instructions in good order received by Nationwide prior to the Close of Trading on any given Business Day (generally, 4:00 p.m. ET (the Trade Date) and transmitted to the Company by no later than 9:30 a.m. ET the Business Day following the Trade Date (Trade Date plus One or T+1), will be executed at the NAV (Share Price) of the Portfolio, determined as of the Close of Trading on the Trade Date. |
2. | As noted in Paragraph 1 above, by 9:30 a.m. ET on T+1 (Instruction Cutoff Time) and after Nationwide has processed all approved transactions, Nationwide will transmit to the Company via facsimile, telefax or electronic transmission or system-to-system, or by a method acceptable to Nationwide and the Company, a report (the Instruction Report) detailing the Instructions that were received by Nationwide prior to the Portfolios daily determination of Share Price for the Portfolio (i.e., the Close of Trading) on Trade Date. |
(a) | It is understood by the parties that all Instructions from the contract owner shall be received and processed by Nationwide in accordance with its standard transaction processing procedures. Nationwide or its designees shall maintain records sufficient to identify the date and time of receipt of all contract owner transactions involving the Portfolio and shall make or |
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cause to be made such records available upon reasonable request for examination by the Portfolio or its designated representative or, by appropriate governmental authorities. Under no circumstances shall Nationwide change, alter or modify any Instructions received by it in good order. |
(b) | Following the completion of the transmission of any Instructions by Nationwide to the Company by the Instruction Cutoff Time, Nationwide will verify that the Instruction was received by the Company. |
(c) | In the event that Nationwide transmits an Instruction to the Company on any Business Day prior to the Instruction Cutoff Time and such Instruction is not received by the Company due to circumstances caused by the Company that prohibit the Companys receipt of such Instruction, such Instruction shall nonetheless be treated by the Company as if it had been received by the Instruction Cutoff Time, provided that Nationwide retransmits such Instruction by facsimile transmission to the Company. |
(d) | With respect to all Instructions, the Companys financial control representative will manually adjust the Portfolios records for the Trade Date to reflect any Instructions sent by Nationwide. |
3. | As set forth below, upon the timely receipt from Nationwide of the Instructions, the Portfolio will execute the purchase or redemption transactions (as the case may be) at the Share Price for the Portfolio computed as of the Close of Trading on the Trade Date. |
(a) | Except as otherwise provided herein, all purchase and redemption transactions will settle on T+1. Settlements will be through net Federal Wire transfers to an account designated by the Portfolio. In the case of Instructions which constitute a net purchase order, settlement shall occur by Nationwide initiating a wire transfer on T+1 to the custodian for the Portfolio for receipt by the Portfolios custodian by no later than the Close of Business at the New York Federal Reserve Bank on T+1, causing the remittance of the requisite funds to the Company to cover such net purchase order. |
In the case of Instructions which constitute a net redemption order, settlement shall occur by the Company causing the remittance of the requisite funds to cover such net redemption order by Federal Funds Wire on T+1, provided that the Portfolio reserves the right to (i) delay settlement of redemptions for up to seven (7) Business Days after receiving a net redemption order in accordance with Section 22 of the 1940 Act and Rule 22c-1 thereunder, or (ii) suspend redemptions pursuant to the 1940 Act or as otherwise required by law. Settlements shall be in U.S. dollars.
(b) | Nationwide (and its Variable Accounts) shall be designated as record owner of each account (Record Owner) and Company shall provide Nationwide with all written confirmations required under federal and state securities laws. |
Page 19 of 26
(c) | On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of Instructions. Instructions will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open. The original T+1 Settlement Date will not apply. Rather, for purposes of this Paragraph 3(c) only, the Settlement Date will be the date on which the Instruction settles. |
(d) | Nationwide shall, upon receipt of any confirmation or statement concerning the accounts, verify the accuracy of the information contained therein against the information contained in Nationwides internal record-keeping system and shall promptly, advise the Company in writing of any discrepancies between such information. The Company and Nationwide shall cooperate to resolve any such discrepancies as soon as reasonably practicable. |
Price Communication Time
By no later than 6:00 p.m. ET on each Trade Date (Price Communication Time), the Company will communicate to Nationwide via electronic transmission acceptable to both parties, the Share Price of the Portfolio, as well as dividend and capital gain information and, in the case of funds that credit a daily dividend, the daily accrual or interest rate factor, determined at the Close of Trading on that Trade Date.
Adjustments
In the event of any error or delay with respect to both the Fund/SERV Processing Procedures and the Manual Processing Procedures outlined in Exhibit D herein: (i) which is caused by the Portfolio or the Company, the Company shall make any adjustments on the Portfolios accounting system necessary to correct such error or delay and the responsible party or parties shall reimburse the contract owner and Nationwide, as appropriate, for any losses or reasonable costs incurred directly as a result of the error or delay but specifically excluding any and all consequential punitive or other indirect damages or (ii) which is caused by Nationwide, the Company shall make any adjustment on the Portfolios accounting system necessary to correct such error or delay and the affected party or parties shall be reimbursed by Nationwide for any losses or reasonable costs incurred directly as a result of the error or delay, but specifically excluding any and all consequential punitive or other indirect damages. In the event of any such adjustments on the Portfolios accounting system, Nationwide shall make the corresponding adjustments on its internal record-keeping system. In the event that errors or delays with respect to the Procedures are contributed to by more than one party hereto, each party shall be responsible for that portion of the loss or reasonable cost which results from its error or delay. All parties agree to provide the other parties prompt notice of any errors or delays of the type referred to herein and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any such costs or losses.
Page 20 of 26
FIRST AMENDMENT TO
FUND PARTICIPATION AGREEMENT
This First Amendment (Amendment) dated as of February 23, 2021, amends the Fund Participation Agreement (Agreement) dated January 1, 2017, by and between Nationwide Financial Services, Inc. on behalf of its subsidiary life insurance companies listed on Exhibit A to the Agreement (collectively, Nationwide), the current and any future Nationwide separate accounts as applicable (Variable Accounts), Calvert Variable Products, Inc., a Maryland corporation, on behalf of its series, Calvert VP S&P 500 Portfolio, and Eaton Vance Distributors, Inc. (the Distributor).
WHEREAS, the parties hereto desire to amend the Agreement.
NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:
1. | Calvert Variable Series, Inc. is hereby added as a party to the Agreement on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto. |
2. | Calvert Variable Products, Inc. enters into the Agreement on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each series thereof, together with each series of Calvert Variable Series, Inc. shall replace the definition of Portfolio). |
3. | All references to the Company in the Agreement are now hereby changed to the Distributor and have the same meaning as defined in the Amendment. |
4. | Nationwides information in the Notice section is changed to the following: |
Nationwide Financial Services, Inc.
One Nationwide Plaza, 5-02-210A
Columbus, Ohio 43215
Attention: VP, Head of Fund Operations
5. | Exhibit A to the Agreement is deleted in its entirety and replaced with the Exhibit A attached hereto. |
6. | Exhibit B to the Agreement is deleted in its entirety and replaced with the Exhibit B attached hereto. |
7. | Exhibit D is hereby added to the Original Agreement to read in its entirety as Exhibit D attached hereto. |
Page 21 of 26
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this amendment to the Fund Participation Agreement as of the date and year first above written.
NATIONWIDE FINANCIAL SERVICES, INC. | EATON VANCE DISTRIBUTORS, INC. | |||||||
By: | /s/ Leland W. Cummings | By: | /s/ Brian A Taranto | |||||
Leland W. Cummings | Brian Taranto | |||||||
Title: | VP, Head of Fund | Title: | Chief Administrative Officer | |||||
Operations | ||||||||
CALVERT VARIABLE PRODUCTS, INC. | CALVERT VARIABLE SERIES, INC. | |||||||
By: | /s/ James Kirchner | By: | /s/ James Kirchner | |||||
James Kirchner | James Kirchner | |||||||
Title: | Treasurer | Title: | Treasurer |
Page 22 of 26
EXHIBIT A
Subsidiary Life Insurance Companies
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Other Subsidiaries
Nationwide Investment Services Corporation
Any other existing or future direct or indirect subsidiaries of Nationwide Financial Services, Inc. issuing Separate Accounts, or performing duties or obligations hereunder on behalf of Nationwide provided that such subsidiary is duly formed, validly existing and has all necessary licenses.
Page 23 of 26
EXHIBIT B
FUNDS
All current and future funds available for sale through the Variable Series and Variable Products, including but not limited to any funds listed below.
Calvert VP SRI Balanced Portfolio, a series of Calvert Variable Series, Inc.
Calvert VP SRI Mid-Cap Growth Portfolio, a series of Calvert Variable Series, Inc.
Calvert VP EAFE International Index Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP Investment Grade Bond Index Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP Nasdaq-100 Index Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP Russell 2000 Small Cap Index Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP S&P 500 Index Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP S&P Mid-Cap 400 Index Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP Volatility Managed Growth Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP Volatility Managed Moderate Growth Portfolio, a series of Calvert Variable Products, Inc.
Calvert VP Volatility Managed Moderate Portfolio, a series of Calvert Variable Products, Inc.
Page 24 of 26
EXHIBIT D
Services Provided by Nationwide for 12b-1 Fees
Pursuant to the Agreement, Nationwide shall perform and incur expenses for distribution and shareholder services in exchange for the Fees, including, but not limited to the following:
1. | Providing information to and answering inquiries from registered representatives and contract owners on investments in the Funds. |
2. | Distribute Fund prospectuses, SAIs, and semi-annual and annual reports to prospective contract owners. |
3. | Maintain customer privacy, security, and currency of information systems and other systems, including but not limited to: |
a. | Advisor website and tools |
b. | Customer relationship management systems |
c. | Producer information data warehouses |
d. | All licensing platforms |
e. | Sales reporting |
4. | Expenses relating to printing and distributing advertising, including but not limited to: |
a. | Reports to prospective and current contract owners |
b. | Marketing content to supplement the acquisition of new contract owners |
c. | Product illustrations |
d. | Sales literature |
e. | Customer enrollment materials |
f. | New product development and filing |
5. | Providing personnel and communication equipment used in connection with the distribution or shareholder services provided. |
6. | Furnishing the Company with records of sales, redemptions and repurchases of Shares for marketing/distribution purposes. |
7. | Preparing reports for Company as shall reasonably be required by Company. |
8. | Providing such other distribution services as Company may reasonably request. |
Page 25 of 26
Fees for Services
1. | In consideration for the Services to be provided by Nationwide to the Variable Products pursuant to this Agreement, the Company will calculate and pay Nationwide a 12b-1 fee (Fee) at an annualized rate equal to the rates shown in Exhibit C of the average daily net assets of each Fund held by the Variable Accounts during the period in which they were earned. |
2. | The Fees will be paid to Nationwide as soon as practicable, but no later than 30 days after the end of the period in which they were earned. The Fees will be paid on a quarterly or monthly basis. |
3. | Nationwide and the Company agree that the Fee described in this Agreement is for distribution and shareholder services only and does not constitute payment in any manner for investment advisory services. |
4. | The parties agree that a Fee will be paid to Nationwide according to this Agreement with respect to each Fund as long as shares of such Fund are held by the Variable Accounts. This provision will survive termination of this Agreement. |
FUNDS | 12b-1 FEE | |
CLASS F: |
||
Calvert VP SRI Balanced Portfolio |
[***] bps | |
Calvert VP SRI Mid-Cap Growth Portfolio |
[***] bps | |
Calvert VP EAFE International Index Portfolio |
[***] bps | |
Calvert VP Investment Grade Bond Index Portfolio |
[***] bps | |
Calvert VP Nasdaq-100 Index Portfolio |
[***] bps | |
Calvert VP Russell 2000 Small Cap Index Portfolio |
[***] bps | |
Calvert VP S&P 500 Index Portfolio |
[***] bps | |
Calvert VP S&P Mid-Cap 400 Index Portfolio |
[***] bps | |
Calvert VP Volatility Managed Growth Portfolio |
[***] bps | |
Calvert VP Volatility Managed Moderate Growth Portfolio |
[***] bps | |
Calvert VP Volatility Managed Moderate Portfolio |
[***] bps |
Page 26 of 26
PARTICIPATION AGREEMENT
Among
VARIABLE INSURANCE PRODUCTS FUNDS,
FIDELITY DISTRIBUTORS COMPANY LLC
and
NATIONWIDE LIFE_INSURANCE COMPANY,
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY,
JEFFERSON NATIONAL LIFE INSURANCE COMPANY,
JEFFERSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
THIS AGREEMENT, made and entered into as of the 11th day of October, 2023, by and among NATIONWIDE LIFE INSURANCE COMPANY, NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, Ohio corporations, JEFFERSON NATIONAL LIFE INSURANCE COMPANY, a Texas corporation, and JEFFERSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK, a New York corporation (hereinafter, collectively, the Company), on its own behalf and on behalf of each current and any future Company separate accounts (each such account hereinafter referred to as the Account); and FIDELITY DISTRIBUTORS COMPANY LLC (hereinafter the Underwriter), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the Fund).
RECITALS
WHEREAS, each Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the Variable Insurance Products) and qualified pension and retirement plans within the meaning of Treasury Regulation section 1.817-5(f)(3)(iii) (Qualified Plans) to be offered by insurance companies which have entered into participation agreements with the Fund and the Underwriter (hereinafter Participating Insurance Companies); and
1
WHEREAS, the beneficial interest in each Fund is divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available under this Agreement, as may be amended from time to time by mutual agreement of the parties hereto (each such series hereinafter referred to as a Portfolio); and
WHEREAS, each Fund has obtained an order from the Securities and Exchange Commission, dated October 15, 1985 (File No. 812-6102) or September 17, 1986 (File No. 812-6422), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the Shared Funding Exemptive Order); and
WHEREAS, each Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, Fidelity Management & Research Company (the Adviser) is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and
WHEREAS, the variable life insurance and/or variable annuity products issued by the Company (Contracts) have been or will be registered by the Company under the 1933 Act, unless such Contracts are exempt from registration thereunder; and
WHEREAS, each Account is a duly organized, validly existing separate account, established by resolution of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid Contracts; and
WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act, unless such Account is exempt from registration thereunder; and
WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended, (hereinafter the 1934 Act), and is a member in good standing of the Financial Industry Regulatory Authority (hereinafter FINRA); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid Contracts and the Underwriter is authorized to sell such shares to each Account at net asset value;
2
AGREEMENT
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Underwriter and each Fund agree as follows:
ARTICLE A. Termination of Agreements
This Agreement shall terminate and supersede any and all prior agreements, as amended, including the following agreements as of the date stated above among the Funds, Underwriter and Company with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below.
1. | Participation Agreement dated May 1, 1988, among Company, Underwriter and Variable Insurance Product Fund I |
2. | Participation Agreement dated July 15, 1989, among Company, Underwriter and Variable Insurance Product Fund II |
3. | Participation Agreement dated November 22, 1994, among Company, Underwriter and Variable Insurance Product Fund III |
4. | Participation Agreement dated November 3, 2010, among Company, Underwriter and Variable Insurance Product Funds I, II, III, IV, and V |
5. | Participation Agreement dated November 10, 2014, among Company, Underwriter and Variable Insurance Product Funds I, II, III, IV, and V |
Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Underwriter had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.
ARTICLE I. Sale of Fund Shares
1.1. The Underwriter agrees to sell to the Company those shares of the Fund which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from each Account and receipt by such designee shall
3
constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:00 a.m. Eastern time on the next following Business Day. Beginning within three months of the effective date of this Agreement, the Company agrees that all orders for the purchase and redemption of Fund shares on behalf of the Accounts will be placed by the Company with the Funds or their transfer agent by electronic transmission. In the event of equipment failure, technical malfunction or either partys inability to otherwise perform transactions by electronic transmission, the parties agree to use the manual processing procedures in Schedule C attached hereto.
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 pursuant to the rules of the Securities and Exchange Commission.
1.2. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the Board) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.
1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts and Qualified Plans. No shares of any Portfolio will be sold to the general public.
1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company, separate account or Qualified Plan unless an agreement containing provisions substantially the same as Articles I, III, V, VII and Section 2.5 of Article II of this Agreement is in effect to govern such sales.
1.5. The Fund agrees to redeem for cash, on the Companys request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. This section shall not apply to VIP Fund shares or share classes that are subject to redemption fees. The Company shall not purchase or redeem VIP Fund shares that are subject to redemption fees, including shares of Portfolios or share classes that later become subject to redemption fees, in the absence of an additional written agreement signed by all parties. If the Company attempts to purchase or redeem VIP Fund shares that are subject to redemption fees or will become subject to redemption fees in the future, the Fund shall promptly notify Company of the stipulations set forth in this Section 1.5.
4
1.6. The Company agrees that purchases and redemptions of Portfolio shares offered by the then current prospectus of the Fund shall be made in accordance with the provisions of such prospectus.
1.7. The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.
1.8. Issuance and transfer of the Funds shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account.
1.9. The Fund shall furnish same day notice (by wire telephone, or electronic format, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Funds shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions.
1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated (normally by 6:30 p.m. Eastern time) and shall use its best efforts to make such net asset value per share available by 7 p.m. Eastern time.
1.11. The parties agree that the Portfolios are not intended to serve as vehicles for frequent transfers in response to short-term stock market fluctuations.
A. Accordingly, the Company represents and warrants that:
(a) all purchase and redemption orders it provides under this Article I shall result solely from Contract Owner transactions fully received and recorded by the Company before the time as of which each applicable VIP Portfolio net asset value was calculated (currently 4:00 p.m. e.s.t);
(b) Company has policies and procedures in effect to detect and deter short-term or disruptive trading practices (Market Timing). Company and the Trust acknowledge that Nationwide shall apply its own trade monitoring and restriction policies and procedures to trading of Fund Shares hereunder which may differ from the criteria set forth in the Trusts prospectuses and SAIs. Nationwide will comply with the terms and conditions of the Rule 22c-2 Shareholder Information Agreement dated March 27, 2007.
5
(c) any annuity contract forms or variable life insurance policy forms not in use at the time of execution of this Agreement, but added to in the future via amendment of Schedule A hereto, will contain language reserving to the Company the right to refuse to accept instructions from persons that engage in market timing or other excessive or disruptive trading activity.
1.12
A. Company agrees to comply with its obligations under applicable anti-money laundering (AML) laws, rules and regulations, including but not limited to its obligations under the United States Bank Secrecy Act of 1970, as amended (by the USA PATRIOT Act of 2001 and other laws), and the rules, regulations and official guidance issued thereunder (collectively, the BSA).
B. Company agrees to provide its full business name, principal place of business, and Employer Identification Number (EIN) prior to execution of this Agreement to allow Underwriter to verify Companys identity pursuant to the BSA.
C. The Company agrees to undertake inquiry and due diligence regarding the customers to whom the Company offers and/or sells Portfolio shares or on whose behalf the Company purchases Portfolio shares. You further represent that the inquiry and due diligence are reasonably designed to determine whether the Company is prohibited from dealing with any such customer by (i) economic sanctions administered by the U.S. Treasury Departments Office of Foreign Assets Control (OFAC) (collectively, the Sanctions); or (ii) any of the Special Measures under 31 USC 5318 A of the Bank Secrecy Act (Special Measures).
D. The Company hereby represents, covenants and warrants to the Fund and the Underwriter that neither the Company nor any of the Companys affiliates maintain offices in any country or territory to which any of the Sanctions or Special Measures prohibit the export of financial services.
E. The Company agrees to notify the Fund and the Underwriter or the Portfolios transfer agent promptly when and if it learns that the establishment or maintenance of any account holding Portfolio shares or a transaction in Portfolio shares violates any of the Sanctions or Special Measures.
6
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements of Insurers. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account and that each Account is either registered or exempt from registration as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Ohio and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Absent written notification to the contrary, the Underwriter has taken all necessary steps such that the shares of each Portfolio may be lawfully offered and sold by Company in all 50 states and U.S. jurisdictions including the District of Columbia and Puerto Rico. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter.
2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the Code) and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.
2.4. The Company represents that the Contracts are currently treated as endowment, life insurance or annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.
2.5. (a) With respect to Initial Class shares and Investor Class shares, the Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. The Fund has adopted a no fee or defensive Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses.
7
(b) With respect to Service Class shares and Service Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it makes payments to finance distribution expenses. The Fund represents and warrants that it has a board of trustees, a majority of whom are not interested persons of the Fund, which has formulated and approved each of its Rule 12b-1 Plans to finance distribution expenses of the Fund and that any changes to the Funds Rule 12b-1 Plans will be approved by a similarly constituted board of trustees.
2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Funds investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Ohio and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Ohio to the extent required to perform this Agreement.
2.7. The Underwriter represents and warrants that it is a member in good standing of the FINRA and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the Commonwealth of Massachusetts and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.
2.8. The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.
2.9. The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the Commonwealth of Massachusetts and any applicable state and federal securities laws.
2.10. The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
8
2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, and that said bond is issued by a reputable bonding company, includes coverage for larceny and embezzlement, and is in an amount not less than $5 million. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. The Underwriter shall provide the Company with as many printed copies of the Funds current prospectus (and any supplements thereto), as the Company may reasonably request. Or, if requested by the Company, the Fund shall provide electronic format containing the Funds prospectus, Statement of Additional Information and/or shareholder reports, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (Disclosure Document) for the Contracts and the Funds prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Funds prospectus and/or its Statement of Additional Information in combination with other fund companies prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses shall be the expense of the Company. For prospectuses provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to electronic format in lieu of receiving printed copies of the Funds prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Funds per unit cost of printing the Funds prospectus.
The Fund will, upon request, provide the Company with a copy of each Funds prospectus through electronic means to facilitate the Companys efforts to provide Fund prospectuses via electronic delivery.
The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Funds expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.
3.2. The Funds prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Funds discretion, the Prospectus shall state that such Statement is available from the Fund).
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3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners.
3.4. If and to the extent required by law the Company shall:
(i) | solicit voting instructions from Contract owners; |
(ii) | vote the Fund shares in accordance with instructions received from Contract owners; and |
(iii) | vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, |
so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies.
3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commissions interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. Notwithstanding the foregoing, the Company may identify the Funds in a list of available underlying investment options to Contracts offered by Company.
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4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or Disclosure Document for the Contracts, as such registration statement or Disclosure Document may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, Disclosure Documents, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that materially affect the Fund, the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published.
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4.7. For purposes of this Article IV, the phrase sales literature or other promotional material includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, Disclosure Documents, Statements of Additional Information, shareholder reports, and proxy materials.
4.8. The Company shall have permission to use the Underwriters name and logo in the marketing of the Fund, provided that the Company has furnished to the Underwriter for review, prior to any use, all materials bearing the name or logo of the Underwriter (collectively Materials). The Company shall not use any Materials without receiving prior written approval therefor. If the Company or the Fund makes any unauthorized use of the Underwriters name or logo, the parties acknowledge that the Underwriter and its affiliates would suffer harm for which monetary damage may be inadequate and, thus, the Underwriter or its affiliates shall be entitled to seek equitable relief as well as other applicable remedies under this Agreement or under the law. Notwithstanding the foregoing, the Company may use the Underwriters name where such use is necessary to make the disclosures contained in the Fund material not misleading and the Company provides the Underwriter with notice of any required disclosure. Furthermore, the parties agree that the Company shall be entitled to use the Underwriters name when referring to the Underwriter as Funds investment adviser, as a simple statement of fact without the need to seek the Underwriters prior written consent. For purposes of this clause, the Underwriter must always be referred to as FIDELITY DISTRIBUTORS COMPANY LLC. The Underwriter must never be referred to solely as Fidelity. Upon termination of this Agreement, the Company and the Fund shall immediately cease all use of any Materials bearing the Underwriters name or logo, and the Company will either provide to the Underwriter all such Materials or certify as to the destruction of all such Materials.
Notwithstanding clause 8.2 of the Agreement, the Company agrees to defend, indemnify and hold harmless the Underwriter (and its affiliates and their respective directors, officers, employees and agents) from and against any and all third party claims, actions, proceedings, judgments, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and expenses in relation thereto) directly suffered or incurred by them or any of them, that arise in connection with the Companys use of any of the Underwriters name or logo.
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ARTICLE V. Fees and Expenses
5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund.
5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Funds shares, preparation and filing of the Funds prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Funds shares.
5.3. The Company shall bear the expenses of distributing the Funds prospectus and reports to owners of Contracts issued by the Company. The Fund shall bear the costs of soliciting Fund proxies from Contract owners, including the costs of mailing proxy materials and tabulating proxy voting instructions, not to exceed the costs charged by any service provider engaged by the Fund for this purpose. The Fund and the Underwriter shall not be responsible for the costs of any proxy solicitations other than proxies sponsored by the Fund.
ARTICLE VI. Diversification
6.1. The Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5.
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ARTICLE VII. Potential Conflicts
7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded.
7.3. If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Funds election, to withdraw the affected Accounts investment in the Fund and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing
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material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Accounts investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
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ARTICLE VIII. Indemnification
8.1. Indemnification By The Company
8.1(a). The Company agrees to indemnify and hold harmless the Fund and each trustee of the Board and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of, or investment in, the Funds shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Disclosure Documents for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in any Disclosure Document relating to the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or
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(iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement, if applicable; or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company,
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable.
8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.
8.2. Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the
17
Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become 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 are related to the sale or acquisition of, or investment in, the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a Disclosure Document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund; or |
(iv) | arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or |
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(v) | arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; |
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriters election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.
8.3. Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation
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(including legal and other expenses) to which the Indemnified Parties may become 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 result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and:
(i) | arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement);or |
(ii) | arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; |
as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable.
8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Funds election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Fund.
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ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall continue in full force and effect until the first to occur of:
(a) | termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or |
(b) | termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Companys determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or |
(c) | termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event any of the Portfolios 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 the underlying investment media of the Contracts issued or to be issued by the Company; or |
(d) | termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or |
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(e) | termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or |
(f) | termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
(g) | termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
10.2. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
10.3. The provisions of Articles II (Representations and Warranties), VIII (Indemnification), IX (Applicable Law) and XII (Miscellaneous) shall survive termination of this Agreement. In addition, all other applicable provisions of this Agreement shall survive termination as long as shares of the Fund are held on behalf of Contract owners in accordance with section 10.2, except that the Fund and Underwriter shall have no further obligation to make Fund shares available in Contracts issued after termination.
10.4. The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Companys assets held in the Account) except (i) as necessary to implement Contract Owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a Legally Required Redemption) or (iii) as permitted by an order of the SEC pursuant to Section
22
26(c) of the 1940 Act or SEC guidance related thereto. Upon request, the Company will promptly furnish to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days notice of its intention to do so.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by U.S. first class mail or overnight courier to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
245 Summer Street
Boston, Massachusetts 02210
Attention: Treasurer
If to the Company:
One Nationwide Plaza, 5-02-210A
Columbus, Ohio 43215
Attention: VP, Head of Fund Operations
If to the Underwriter:
245 Summer Street
Boston, Massachusetts 02210
Attention: Treasurer
ARTICLE XII. Miscellaneous
12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party.
23
12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and shall permit such authorities reasonable access, within each governmental or regulatory authoritys respective jurisdiction, to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the California Insurance Regulations and any other applicable law or regulations.
12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Underwriter may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Underwriter, if such assignee is duly licensed and registered to perform the obligations of the Underwriter under this Agreement. The Company shall promptly notify the Fund and the Underwriter of any change in control of the Company.
12.9. The Company shall furnish, upon request and availability, or shall cause to be furnished, to the Fund or its designee copies of the following reports:
(a) the Companys annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles (GAAP), if any), as soon as practical and in any event within 90 days after the end of each fiscal year;
24
(b) any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative.
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY,
JEFFERSON NATIONAL LIFE INSURANCE COMPANY,
JEFFERSON NATIONAL LIFE INSURANCE COMPANY OF NEW
YORK
By: | /s/ Leland W. Cummings | |
Name: | Leland W. Cummings | |
Title: | VP, Head of Fund Operations | |
Date: | 10/11/2023 |
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
VARIABLE INSURANCE PRODUCTS FUND IV, and
VARIABLE INSURANCE PRODUCTS FUND V
By: | /s/ Colm Hogan | |
Name: | ||
Title: | Authorized Signatory | |
Date: |
FIDELITY DISTRIBUTORS COMPANY LLC
By: | /s/ Robert Bachman | |
Name: | Robert Bachman | |
Title: | EVP | |
Date: | 10/18/2023 |
25
SCHEDULE A
SEPARATE ACCOUNTS
VARIABLE ACCOUNT |
DATE SEPARATE ACCOUNT ESTABLISHED | |
Nationwide Variable Account | 3/3/1976 | |
Nationwide Variable Account - II | 10/7/1981 | |
Nationwide Variable Account - 3 | 10/7/1987 | |
Nationwide Variable Account - 4 | 10/7/1987 | |
Nationwide Variable Account - 5 | 11/1/1989 | |
Nationwide Variable Account - 6 | 2/2/1994 | |
Nationwide Variable Account - 7 | 7/22/1994 | |
Nationwide Variable Account - 8 | 8/3/1995 | |
Nationwide Variable Account - 9 | 5/22/1997 | |
Nationwide Variable Account - 10 | 3/31/1999 | |
Nationwide Variable Account - 11 | 12/15/1999 | |
Nationwide Variable Account - 12 | 7/10/2001 | |
Nationwide Variable Account - 13 | 7/10/2001 | |
Nationwide Variable Account - 14 | 8/8/2002 | |
Nationwide Variable Account - 15 | 8/8/2002 | |
Nationwide Multi-Flex Variable Account | 10/7/1981 | |
MFS Variable Account | 3/3/1976 | |
Nationwide Multiple Maturity VA | 3/1/1995 | |
Nationwide Multiple Maturity VA-2 | 12/15/1999 | |
Index-Linked Annuity Separate Account | 1/31/2019 | |
Nationwide VA Separate Account - A | 5/6/1987 | |
Nationwide VA Separate Account - B | 3/6/1991 | |
Nationwide VA Separate Account - C | 7/24/1991 | |
Nationwide VA Separate Account - D | 7/26/2000 | |
Nationwide Provident VA Separate Account 1 | 10/19/1992 | |
Nationwide Provident VA Separate Account A | 5/9/1991 | |
Nationwide VLI Separate Account | 8/8/1984 | |
Nationwide VLI Separate Account - 2 | 5/7/1987 | |
Nationwide VLI Separate Account - 3 | 8/8/1984 | |
Nationwide VLI Separate Account - 4 | 12/3/1987 | |
Nationwide VLI Separate Account - 5 | 5/21/1998 | |
Nationwide VLI Separate Account - 6 | 7/10/2001 | |
Nationwide VLI Separate Account - 7 | 8/4/2004 | |
Nationwide Provident VLI Separate Account 1 | 5/1/2000 | |
Nationwide Provident VLI Separate Account A | 7/30/1994 | |
Nationwide VL Separate Account - A | 8/8/1994 | |
Nationwide VL Separate Account - C | 7/22/1997 | |
Nationwide VL Separate Account - D | 5/22/1998 | |
Nationwide VL Separate Account - G | 8/4/2004 | |
Jefferson National Life Annuity Account C | 1980 | |
Jefferson National Life Annuity Account E | 9/12/1993 | |
Jefferson National Life Annuity Account F | 9/26/1997 | |
Jefferson National Life Annuity Account G | 1/18/1996 | |
Jefferson National Life of New York Annuity Account 1 | 6/20/2014 |
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SCHEDULE B
PROXY VOTING PROCEDURE
The following is a list of procedures and corresponding responsibilities for the handling of proxies relating to the Fund by the Underwriter, the Fund and the Company, or their designee. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term Company shall also include the department or third party assigned by the Insurance Company to perform the steps delineated below.
1. | The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Fund for the shareholder meeting to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. |
2. | Promptly after the Record Date, the Company will perform a tape run, or other activity, which will generate the names, addresses and number of units which are attributed to each contractowner/policyholder (the Customer) as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers accounts as of the Record Date. |
Note: The number of proxy statements is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to Fidelity, as soon as possible, but no later than two weeks after the Record Date.
3. | The text and format for the Voting Instruction Cards (Cards or Card) is provided to the Company by the Fund. The Legal Department of the Underwriter or its affiliate (Fidelity Legal) must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: |
a. | name (legal name as found on account registration) |
b. | address |
c. | Fund or account number |
d. | coding to state number of units |
e. | individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund) |
(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)
4. | During this time, Fidelity Legal will develop, produce, and the Fund will pay for the Notice of Proxy and the Proxy Statement (one document). Contents of envelope sent to Customers by Company will include: |
a. | Voting Instruction Card(s) |
b. | One proxy notice and statement (one document) |
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c. | urge buckslipoptional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.) |
d. | cover letteroptional, supplied by Company and reviewed and approved in advance by Fidelity Legal. |
5. | The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to Fidelity Legal. |
6. | Package mailed by the Company. The Fund must allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but not including) the meeting, counting backwards. |
7. | Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry. |
Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance companys internal procedure and has not been required by Fidelity in the past.
8. | Signatures on Card checked against legal name on account registration which was printed on the Card. |
Note: For Example, If the account registration is under Bertram C. Jones, Trustee, then that is the exact legal name to be printed on the Card and is the signature needed on the Card.
9. | If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be not received for purposes of vote tabulation. Any Cards that have kicked out (e.g. mutilated, illegible) of the procedure are hand verified, i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. |
10. | There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. |
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11. | The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of shares.) Fidelity Legal must review and approve tabulation format. |
12. | Final tabulation in shares is verbally given by the Company to Fidelity Legal on the morning of the meeting not later than 10:00 a.m. Eastern time. Fidelity Legal may request an earlier deadline if required to calculate the vote in time for the meeting. |
13. | A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. Fidelity Legal will provide a standard form for each Certification. |
14. | The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, Fidelity Legal will be permitted reasonable access to such Cards. |
15. | All approvals and signing-off may be done orally, but must always be followed up in writing. |
29
SCHEDULE C
MANUAL PROCESSING PROCEDURES
1. | On each Business Day, Company may receive Orders from the Contract Owner for the purchase or redemption of Shares based solely upon receipt of such Orders prior to the Market Close on that Business Day. Orders received in good order by Company prior to the Market Close on any given Business Day (the Trade Date) and transmitted to the Company by no later than 9:30 a.m. ET the Business Day following the Trade Date (Trade Date plus One or T+1), will be executed at the net asset value per Share (Share Price) of each applicable Fund, determined as of the Market Close on the Trade Date. |
2. | As noted in Paragraph 1 above, by 9:30 a.m. ET on T+1 (Instruction Cutoff Time) and after Company has processed all approved transactions, Company will transmit to the Fund via facsimile, telefax, or electronic transmission, or system-to-system, or by a method acceptable to Company and the Fund, a report (the Instruction Report) detailing the Orders that were received by Company prior to the Funds daily determination of Share Price for each Fund (i.e., the Market Close) on Trade Date. |
(a) | It is understood by the parties that all Instructions from the Contract Owner shall be received and processed by Company in accordance with its standard transaction processing procedures. Company or its designees shall maintain records sufficient to identify the date and time of receipt of all Contract Owner Orders involving the Funds and shall make or cause to be made such records available upon reasonable request for examination by the Funds or its designated representative or by appropriate governmental authorities. Under no circumstances shall Company change, alter, or modify any Orders or other instructions received by it in good order. |
(b) | Following the completion of the transmission of any Orders by Company to the Fund by the Instruction Cutoff Time, Company will verify that the Orders were received by the Fund. |
(c) | In the event that Company transmits an Order to the Fund on any Business Day prior to the Instruction Cutoff Time and such Order is not received by the Fund due to circumstances caused by the Fund that prohibit the Funds receipt of such Order, such Order shall nonetheless be treated by the Fund as if it had been received by the Instruction Cutoff Time, provided that Company retransmits such Order by facsimile transmission to the Fund . |
(d) | With respect to all Orders, the Funds financial control representative will manually adjust a Funds records for the Trade Date to reflect any Orders sent by Company. |
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3. | As set forth below, upon the timely receipt from Company of the Orders, the Fund will execute the purchase or redemption transactions (as the case may be) at the Share Price for each Fund computed as of the Market Close on the Trade Date. |
(a) | Except as otherwise provided herein, all purchase and redemption Orders will settle on T+1. Settlements will be through net Federal Funds Wire transfers to an account designated by the Fund. In the case of Orders which constitute a net purchase order, settlement shall occur by Company initiating a wire transfer on T+1 to the custodian for the Fund for receipt by the Funds custodian by no later than the close of regular business at the New York Federal Reserve Bank on T+1, causing the remittance of the requisite funds to the Fund to cover such net purchase order. |
In the case of Orders which constitute a net redemption order, settlement shall occur by the Fund causing the remittance of the requisite funds to cover such net redemption order by Federal Funds Wire transfers on T+1, provided that the Fund reserves the right to (i) delay settlement of redemptions for up to seven (7) Business Days after receiving a net redemption order in accordance with Section 22 of the 1940 Act and Rule 22c-1 thereunder, or (ii) suspend redemptions pursuant to the 1940 Act or as otherwise required by law. Settlements shall be in U.S. dollars.
(b) | Company (and its Variable Accounts) shall be designated as record owner of each account and the Fund shall provide Company with all written confirmations required under federal and state securities laws. |
(c) | On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of Orders. Orders will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open. The original T+1 settlement date will not apply. Rather, for purposes of this Paragraph 3(c) only, the settlement date will be the date on which the Order settles. |
(d) | Company shall, upon receipt of any confirmation or statement concerning the accounts, verify the accuracy of the information contained therein against the information contained in Companys internal record-keeping system and shall promptly advise the Fund in writing of any discrepancies between such information. The Fund and Company shall cooperate to resolve any such discrepancies as soon as reasonably practicable. |
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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
ADMINISTRATIVE SERVICE AGREEMENT
This Administrative Service Agreement (the Agreement), effective January 1, 2017, is made by and between Nationwide Financial Services, Inc. (NFS) and Eaton Vance Management (the Company);
WHEREAS, the Company is responsible for certain administrative functions associated with each Portfolio (each, a Portfolio and collectively, the Portfolios) set forth on Exhibit A, which may be amended from time to time; and
WHEREAS, NFS or its designee provide certain administrative services to the owners of certain variable annuity contracts and/or variable life insurance policies (collectively, the Variable Products) issued by Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company (collectively, Nationwide) through certain Nationwide Variable Accounts; and
WHEREAS, the Portfolios will be included as underlying investment options for the Variable Products issued by Nationwide through the Variable Accounts pursuant to a Fund Participation Agreement previously or contemporaneously entered into by Nationwide and the Company and/or Portfolios; and
WHEREAS, the Company recognizes substantial savings of administrative expenses as a result of NFS or its subsidiaries performing certain administrative services (Services) on behalf of the Portfolios; and
NOW, THEREFORE, NFS and the Company, in consideration of the undertaking described herein, agree that the Portfolios will be available as underlying investment options in the Variable Products issued by Nationwide, subject to the following:
1. | NFS or its designee agrees to provide Services for the contract owners of the Variable Products who choose the Portfolios as underlying investment options. Such Services will include those described on Exhibit B. |
2. | In consideration for the Services to be provided by NFS to the Variable Products pursuant to this Agreement, the Company will calculate and pay NFS a fee (Service Fee) at an annualized rate equal to the rates shown on Exhibit A of the average daily net assets of each Portfolio held by the Variable Accounts during the period in which they were earned. |
3. | The Service Fees will be paid to NFS as soon as practicable, but no later than 30 days after the end of the period in which they were earned. The Service Fees will be paid on a quarterly or monthly basis. |
4. | NFS and the Company agree that the Service Fee described in this Agreement is for administrative services only and does not constitute payment in any manner for investment advisory services or the cost of distribution of the Portfolios. |
5. | The parties agree that a Service Fee will be paid to NFS according to this Agreement with respect to each Portfolio as long as shares of such Portfolio are held by the Variable Accounts. |
Page 1 of 7
This provision will survive termination of this Agreement and the termination of the related Fund Participation Agreement(s) with Nationwide. |
6. | Either party may terminate this Agreement by at least 90 days written notice to the other. In addition, NFS or the Company may terminate this Agreement immediately upon written notice to the other: (1) if required by any applicable law or regulation; (2) if NFS or the Company engage in any material breach of this Agreement; or (3) in the event of an assignment as defined by Section 2(a)(4) of the Investment Company Act of 1940, as amended. This Agreement will terminate immediately and automatically with respect to Portfolios held in the Variable Accounts upon the termination of the Fund Participation Agreement which governs a Portfolios inclusion as an underlying investment option in the Variable Products and in such event no notice is required under this Agreement. |
7. | Each notice required by this Agreement shall be given by wire and confirmed in writing to: |
If to NFS:
Nationwide Financial
One Nationwide Plaza, 5-02-210A
Columbus, Ohio 43215
Attention: AVP, External Funds Management
If to the Company:
Eaton Vance Management
Two International Place
Boston, MA 02110
Attention: Chief Legal Officer
9. | This Agreement shall be construed and the provisions hereof interpreted in accordance with the laws of Ohio. This Agreement shall be subject to the provisions of the federal securities statutes, rules and regulations, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant and the terms hereof shall be interpreted and construed in accordance therewith. |
10. | Each of the parties to this Agreement acknowledges and agrees that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the parties is free to enter into similar agreements or arrangements with other entities. |
11. | Each of the parties to this Agreement may disclose the annual fees payable to Nationwide under this Agreement as set forth in Exhibit A. |
12. | This Agreement may not be assigned unless agreed to by the parties in writing, except that it shall be assigned automatically to any successor either party, and any such successor shall be bound by the terms of this Agreement. |
Page 2 of 7
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 a legal, valid and binding obligation, and is enforceable in accordance with its terms.
NATIONWIDE FINANCIAL SERVICES, INC. | ||
By: | /s/ Steven D. Pierce | |
Name: | Steven D. Pierce | |
Title: | AVP, External Funds Management | |
EATON VANCE MANAGEMENT | ||
By: | /s/ Maureen Gemma | |
Name: | Maureen Gemma | |
Title: | Secretary |
Page 3 of 7
EXHIBIT A
TO ADMINISTRATIVE SERVICE AGREEMENT
PORTFOLIO(S) | SERVICE FEES | |
Calvert VP S&P 500 Index Portfolio, a series of Calvert Variable Products, Inc. |
[***] basis points |
Page 4 of 7
EXHIBIT B
TO ADMINISTRATIVE SERVICE AGREEMENT
Services Provided by NFS
Pursuant to the Agreement, NFS shall perform all administrative and shareholder services with respect to the Variable Products, including but not limited to, the following:
1. | Maintaining separate records for each contract owner, which shall reflect the Portfolio shares purchased and redeemed and Portfolio share balances of such contract owners. NFS will maintain a single master account with each Portfolio on behalf of contract owners and such account shall be in the name of NFS (or its designee) as record owner of shares owned by contract owners. |
2. | Disbursing or crediting to contract owners all proceeds of redemptions of shares of the Portfolios and all dividends and other distributions not reinvested in shares of the Portfolios. |
3. | Preparing and transmitting to contract owners, as required by law, periodic statements showing the total number of shares owned by contract owners as of the statement closing date, purchases and redemptions of Portfolio shares by the contract owners during the period covered by the statement and the dividends and other distributions paid during the statement period (whether paid in cash or reinvested in Portfolio shares), and such other information as may be required, from time to time, by contract owners. |
4. | Supporting and responding to service inquiries from contract owners. |
5. | Maintaining and preserving all records required by law to be maintained and preserved in connection with providing the Services for contract owners. |
6. | Generating written confirmations and quarterly statements to Contract owners/participants. |
7. | Distributing to contract owners, to the extent required by applicable law, Portfolios prospectuses, proxy materials, periodic fund reports to shareholders and other materials that the Portfolios are required by law or otherwise to provide to their shareholders or prospective shareholders. |
8. | Transmitting purchase and redemption orders to the Portfolios on behalf of the contract owners. |
Page 5 of 7
FIRST AMENDMENT TO
ADMINISTRATIVE SERVICE AGREEMENT
This First Amendment (Amendment) dated as of February 23, 2021, amends the Administrative Service Agreement (Agreement) dated January 1, 2017, by and between Nationwide Financial Services, Inc. (NFS) and Eaton Vance Management (the Company).
WHEREAS, the parties hereto desire to amend the Agreement.
NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:
1. | Exhibit A to the Agreement is deleted in its entirety and replaced with the Exhibit A attached hereto. |
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this amendment to the Fund Participation Agreement as of the date and year first above written.
NATIONWIDE FINANCIAL SERVICES, INC. | EATON VANCE MANAGEMENT | |||||||
By: | /s/ Leland W. Cummings | By: | /s/ James Kirchner | |||||
Leland W. Cummings | James Kirchner | |||||||
Title: | VP, Head of Fund Operations |
Title: | Treasurer |
Page 6 of 7
EXHIBIT A
PORTFOLIOS | SERVICE FEES | |
Calvert Variable Series, Inc. | ||
Calvert VP SRI Balanced Portfolio | [***] bps | |
Calvert VP SRI Mid-Cap Growth Portfolio | [***] bps | |
Calvert Variable Products, Inc.: | ||
Calvert VP EAFE International Index Portfolio | [***] bps | |
Calvert VP Investment Grade Bond Index Portfolio | [***] bps | |
Calvert VP Nasdaq-100 Index Portfolio | [***] bps | |
Calvert VP Russell 2000 Small Cap Index Portfolio | [***] bps | |
Calvert VP S&P 500 Index Portfolio | [***] bps | |
Calvert VP S&P Mid-Cap 400 Index Portfolio | [***] bps | |
Calvert VP Volatility Managed Growth Portfolio | [***] bps | |
Calvert VP Volatility Managed Moderate Growth Portfolio | [***] bps | |
Calvert VP Volatility Managed Moderate Portfolio | [***] bps |
Page 7 of 7
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
SERVICE AGREEMENT
This Agreement is entered into effective as of the 11th day of October, 2023, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC (FIIOC) and NATIONWIDE INVESTMENT SERVICES CORPORATION (Company). The parties agree that this Agreement shall terminate and supersede any and all prior Service Agreements, including the Amended and Restated Service Agreement dated April 1, 2002, by and between Fidelity Investments Institutional Operations Company and Nationwide Financial Services, Inc., as amended, and the Service Agreement dated November 10, 2010, by and between Fidelity Investments Institutional Operations Company and Jefferson National Life Insurance Company, as amended.
WHEREAS, FIIOC provides transfer agency and other services to Fidelitys Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV and Variable Insurance Products Fund V (collectively Funds); and
WHEREAS, the services provided by FIIOC on behalf of the Funds include responding to inquiries about the Funds, including the provision of information about the Funds investment objectives, investment policies, portfolio holdings, etc.; and
WHEREAS, Company on behalf of its life insurance subsidiaries listed on Exhibit A (together Affiliates) holds shares of the Funds in order to fund certain variable annuity contracts, group annuity contracts, and/or variable life insurance policies (Products), the beneficial interests in which are held by individuals, plan trustees, or others who look to Affiliates to provide information about the Funds similar to the information provided by FIIOC; and
WHEREAS, Affiliates and one or more of the Funds have entered into one or more Participation Agreements, under which the Company agrees not to provide information about the Funds except for information provided by the Funds or their designees; and
WHEREAS, FIIOC desire that Affiliates be able to respond to inquiries about the Funds from individual variable annuity owners, participants in group annuity contracts issued by the Afffiliates, and owners and participants under variable life insurance policies issued by the Affiliates, and prospective customers for any of the above; and
WHEREAS, FIIOC and Company recognize that Affiliates efforts in responding to customer inquiries will reduce the burden that such inquiries would place on FIIOC should such inquiries be directed to FIIOC.
NOW, THEREFORE, the parties do agree as follows:
1. Information to be Provided to Affiliates. FIIOC agrees to provide to Affiliates, on a periodic basis, directly or through a designee, information about the Funds investment objectives, investment policies, portfolio holdings, performance, etc. The content and format of such information shall be as FIIOC, in its sole discretion, shall choose. FIIOC may change the format and/or content of such informational reports, and the frequency with which such information is provided. For purposes of Section 4.2 of each of the Affiliates Participation Agreement(s) with the Funds, FIIOC represents that it is the designee of the Funds, and Affiliates may therefore use the information provided by FIIOC without seeking additional permission from the Funds.
2. Use of Information by Affiliates. Affiliates may use the information provided by FIIOC in communications to individuals, plan trustees, or others who have legal title or beneficial interest in the annuity or life insurance products issued by Affiliates, and to prospective purchasers of such products or beneficial interests thereunder. If such information is contained as part of larger pieces of sales literature, advertising, etc., such pieces shall be furnished for review to the Funds in accordance with the terms of the Affiliates Participation Agreements with the Funds. Nothing herein shall give Affiliates the right to expand upon, reformat or otherwise alter the information provided by FIIOC. Affiliates acknowledges that the information provided it by FIIOC may need to be supplemented with additional qualifying information, regulatory disclaimers, or other information before it may be conveyed to persons outside Affiliates. Notwithstanding the foregoing, Affiliates may identify the Funds in a list of funds available as underlying investment options to Products offered by Company.
3. Compensation to Company. In recognition of the fact that Company will cause Affiliates to respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company a quarterly fee computed as follows:
At the close of each calendar quarter FIIOC will determine the Average Daily Assets held in the Funds by Affiliates. Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter divided by the number of calendar days in the quarter. The Average Daily Assets shall be multiplied by [***] ([***] basis points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter.
Should any Participation Agreement(s) between Affililates and any Fund(s) be terminated effective before the last day of a quarter, Company shall be entitled to a fee for that portion of the quarter during which the Participation Agreement was still in effect, unless such termination is due to misconduct on the part of the Company. For such a stub quarter, Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter through and including the date of termination of the Participation Agreement(s), divided by the number of calendar days in that quarter for which the Participation Agreement was in effect. Such Average Daily Assets shall be multiplied by [***] ([***] basis points) and that number shall be multiplied by the number of days in such quarter that the Participation Agreement was in effect, then divided by three hundred sixty-five. The resulting number shall be the quarterly fee for the stub quarter.
4. Each party may disclose that it has entered into this Agreement. Further, each party may disclose the annual fees payable to Nationwide under this Agreement.
5. Termination. This Agreement may be terminated by Company at any time upon written notice to FIIOC. FIIOC may terminate this Agreement at any time upon thirty (30) days written notice to Company. FIIOC may terminate this Agreement immediately upon written notice to Company (1) if required by any applicable law or regulation, (2) if so required by action of the Fund(s) Board of Trustees, or (3) if Company engages in any material breach of this Agreement. This Agreement shall terminate immediately and automatically upon the termination of Affiliates Participation Agreement(s) with the Funds, and in such event no notice need be given hereunder. Notwithstanding a termination of this Agreement pursuant to any of the foregoing provisions of this section, this Agreement shall remain in force and in effect for so long as allocations to any or all of the Products remain invested in the Funds.
6. Applicable Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.
7. Assignment. This Agreement may not be assigned without the prior written consent of the parties, except that it shall be assigned automatically to any successor to FIIOC as the Funds transfer agent, and any such successor shall be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC
By: | /s/ Brian Field | |
Name: | Brian Field | |
Title: | Vice President |
NATIONWIDE INVESTMENT SERVICES CORPORATION
By: | /s/ Leland W. Cummings | |
Leland W. Cummings | ||
VP, Head of Fund Operations |
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EXHIBIT A
Subsidiary Life Insurance Companies
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Jefferson National Life Insurance Company
Jefferson National Life Insurance Company of New York
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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
SERVICE CONTRACT
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Variable Insurance Products Fund IV
Variable Insurance Products Fund V
We at Fidelity Distributors Company LLC (FDC or we) desire to enter into a Contract with you Nationwide Investment Services Corporation (You or Qualified Recipient, as defined in attached Fee Schedule for Qualified Recipients) effective as of the date below for activities in connection with (i) the distribution of shares of the portfolios of Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III Variable Insurance Products Fund IV and Variable Insurance Products V (collectively, the Funds) of which we are the principal underwriter as defined in the Investment Company Act of 1940 (the 1940 Act) and for which we are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below).
The parties agree that this Contract shall terminate and supersede any and all prior Service Contracts, including the Amended and Restated Service Contract dated April 1, 2002, by and between Fidelity Distributors Corporation and Nationwide Investment Services Corporation, as amended, and the Amended and Restated Service Contract dated January 1, 2018, by and among Fidelity Distributors Company LLC, Nationwide Investment Services Corporation and Jefferson National Securities Corporation, as amended.
The terms and conditions of this Contract are as follows:
1. You shall provide distribution and certain shareholder services for your clients who own or are considering the purchase of variable annuity contracts or variable life insurance policies for which shares of the Funds are available as underlying investment options (Variable Products), which services may include those listed in attached Exhibit A.
2. You shall provide such office space and equipment, telephone facilities and personnel (which may be all or any part of the space, equipment and facilities currently used in your business, or all or any personnel employed by you) as is necessary or beneficial for you to provide information and services to existing and prospective owners of Variable Products, and to assist us in providing services with respect to Variable Products.
3. You agree to indemnify and hold us and our agents and affiliates, harmless from any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions, of or by you or your officers, employees or agents in carrying out your obligations under this Service Contract. Such indemnification shall survive the termination of this Contract.
4. We agree to indemnify and hold You and Your agents and affiliates, harmless from any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions, of or by you or your officers, employees or agents in carrying out your obligations under this Service Contract. Such indemnification shall survive the termination of this Contract.
Neither you nor any of your officers, employees or agents are authorized to make any representation concerning Fund shares except those contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by us, except with the permission of the Fund or us, or the designee of either.
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5. In consideration of the services and facilities described herein, you shall be entitled to receive, and we shall pay or cause to be paid to you at our direction, fees at an annual rate as set forth on the accompanying fee schedule. For each Fund or a class of a Fund that has adopted a Plan pursuant to Rule 12b-1 under the 1904 Act (a Plan), we may make distribution payments or service payments to you under the Plan as provided in this Contract, consistent with the applicable prospectus. Any such distribution payments or service payments will be in effect with respect to a Fund that has a Plan only so long as that Funds Plan remains in effect. You also understand and agree that, notwithstanding anything to the contrary, if at any time payment of all such fees would, in our reasonable determination, conflict with the limitations on sales or service charges set forth in Section 2341(d) of the FINRA Conduct Rules, then such fees shall not be paid; provided that in such event each Funds Board of Trustees may, but is not required to, establish procedures to pay such fees, or a portion thereof, in such manner and amount as they shall deem appropriate.
6. You agree to conduct your activities in accordance with any applicable federal or state laws and regulations, including securities laws and any obligation thereunder to disclose to your clients the receipt of fees in connection with their investment in Variable Products.
7. We agree to conduct our activities in accordance with any applicable federal or state laws and regulations, including securities laws.
8. This Contract shall continue in force for one year from the effective date (see below), and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically subject to termination without penalty at any time if a majority of each Funds Qualified Trustees (i.e., those Trustees who are not interested persons of the Funds (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Funds 12b-1 Plan or in any agreements related to such Plan) or a majority of the outstanding voting securities (as defined in the 1940 Act) of the applicable class vote to terminate or not to continue the Plan. Either of us also may cancel this Contract without penalty upon written notice to the other; and upon written notice to you, we may also amend or change any provision of this Contract. This Contract will terminate automatically in the event of its assignment (as defined in the 1940 Act). In addition, this Contract will terminate effective immediately upon us giving you notice of termination in the event (i) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 is filed against you; (ii) you file a petition in bankruptcy or a petition seeking similar relief under any bankruptcy, insolvency, or similar law, or a proceeding is commenced against you seeking such relief; or (iii) you are found by the SEC, the FINRA, or any other federal or state regulatory agency or authority to have violated any applicable federal or state law, rule or regulation arising out of your activities as a broker/dealer or in connection with this Contract.
9. Each party may disclose that it has entered into this Contract. Further, each party may disclose the annual fees payable to Nationwide under this Contract.
10. Status as Registered Broker/Dealer: (a) Each party to this Contract represents to the other party that (i) it is registered as a broker/dealer under the 1934 Act, (ii) it is qualified to act as a broker/dealer in the states where it transacts business, and (iii) it is a member in good standing of the Financial Industry Regulatory Authority (FINRA). Each party agrees to maintain its broker/dealer registration and qualifications and its FINRA membership in good standing throughout the term of this Contract. Each party agrees to comply with all applicable state and federal laws and with the rules and regulations of authorized regulatory agencies thereunder. Each party agrees to abide by all of the FINRAs rules and regulations, including the FINRAs Conduct Rules in particular, Section 2341 of such Rules, which section is deemed a part of and is incorporated by reference in this Contract. This Contract will terminate automatically without notice in the event that either partys FINRA membership is terminated.
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8. All notices required or permitted to be given under this Contract shall be given in writing and delivered by personal delivery, by postage prepaid mail, or by facsimile machine or a similar means of same day delivery (with a confirming copy by mail). All notices to us shall be given or sent to us at our offices located at 500 Salem Street OS2N5, Smithfield, RI 02917, Attn: Intermediary Contracts. All notices to you shall be given or sent to you at the address specified by you below. Each of us may change the address to which notices shall be sent by giving notice to the other party in accordance with this paragraph 8.
9. This Contract shall be construed in accordance with the laws of the Commonwealth of Massachusetts.
By: | /s/ Leland W. Cummings | |
Leland W. Cummings | ||
VP, Head of Fund Operations |
For: NATIONWIDE INVESTMENT SERVICES CORPORATION
An affiliate of Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Company of New York
One Nationwide Plaza, 5-02-210A
Columbus, Ohio 43215
Attention: VP, Head of Fund Operations
Date: 10/11/2023
FIDELITY DISTRIBUTORS COMPANY LLC
By: |
/s/ Robert Bachman | |
Robert Bachman | ||
Executive Vice President | ||
For Internal Use Only: | ||
Effective Date: 10/18/2023 |
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FEE SCHEDULE FOR QUALIFIED RECIPIENTS
Variable Insurance Products Fund All Portfolios
Variable Insurance Products Fund II All Portfolios
Variable Insurance Products Fund III All Portfolios
Variable Insurance Products Fund IV- All Portfolios
Variable Insurance Products Fund V- All Portfolios
(1) Those who have signed the Service Contract and who render distribution and certain shareholder services described in Exhibit A as described in paragraph 1 of the Service Contract (and provide additional invoicing and ad hoc reporting services in connection with Section 3(e) below) will hereafter be referred to as Qualified Recipients.
(2) A Qualified Recipient providing services pursuant to the Service Contract will be paid a monthly fee at an annualized rate of: (a) [***] basis points of the average aggregate net assets of its clients invested in Service Class of the Funds listed above; plus (b) [***] basis points of the average aggregate net assets of its clients invested in Service Class 2 shares and of the Funds listed above.
(3) In addition, the Qualified Recipient providing services pursuant to the Service Contract will be paid a quarterly fee for Variable Products of Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company at an annualized rate of (a) [***] basis points of the average aggregate net assets of its clients invested in Initial Class shares of the Funds referenced above, excluding the (i) Money Market and Index Portfolios and (ii) assets held in the Nationwide Variable Account 7 (f/k/a the Nationwide Fidelity Advisor Variable Account); plus (b) [***] basis points of the average aggregate net assets of its clients invested in Initial Class shares of the Funds referenced above, including the Money Market and Index 500 Portfolios, held in the Nationwide Variable Account 7 (f/k/a the Nationwide Fidelity Advisor Variable Account); plus (c) [***] basis points of the average aggregate net assets of its clients invested in Service Class of the Funds referenced above, excluding (i) the Money Market and Index 500 Portfolios; plus (d) [***] basis points of the average aggregate net assets of its clients invested in Service Class 2 shares of the Funds referenced above, excluding (i) the Money Market and Index 500 Portfolios; plus (e) an additional [***] basis points on Living Benefit program in account number 07314156830 for Service Class 2 of the following Funds: VIP Balanced, VIP Growth & Income and VIP Investment Grade Bond, as invoiced by the client pursuant to the following paragraph; plus (f) an additional [***] basis points on static models through account number 07314156830 for Service Class 2 shares of the following Variable Insurance Fund Portfolios: Fidelity VIP Growth, Fidelity VIP Equity Income, Fidelity VIP Value, Fidelity VIP Disciplined Small Cap, Fidelity VIP International Capital Appreciation, Fidelity VIP Investment Grade and Fidelity VIP Strategic Income, as invoiced by the client pursuant to the following paragraph.
In addition, the Qualified Recipient providing services pursuant to the Service Contract will be paid a quarterly fee for Variable Products of Jefferson National Life Insurance Company and Jefferson National Life Insurance Company of New York at an annualized rate of [***] basis points of the average aggregate net assets of its clients invested in Initial Class, Service Class and Service Class 2 shares of the Funds referenced above, excluding the (i) Money Market and Index Portfolios.
The Fees set forth in Section 3 (e) and 3 (f) above are payable by you upon receipt of an invoice in a mutually agreed upon format within 30 days from the end of each calendar month. In no event shall such invoice be received by you later than ninety (90) days from the end of the calendar month for us to be guaranteed payment for any calendar month. We agree to provide you with such additional documentation supporting its fees hereunder as you may reasonably request. You will rely solely on our invoice for payment. If we discover an invoicing error, we shall notify you promptly but in no event later than 180 days after invoice has been submitted to you for payment. You are under no obligation to adjust nor will be liable for errors in payment after such time period. In the event that you discover a discrepancy in our calculation, you shall pay the undisputed amount upon receipt of the invoice and will notify us of such dispute, and the parties agree to work together in good faith to resolve the dispute.
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In order to be assured of receiving full payment under this paragraph (3) for a given calendar quarter, a Qualified Recipient must:
(a) have insurance company clients with a minimum of $[***] of average net assets in the aggregate in the Funds listed above excluding Money Market and Index Portfolios. For any calendar quarter during which assets in these Funds are in the aggregate less than $[***], the amount of qualifying assets may be considered to be zero for the purpose of computing the payments due under this paragraph (3), and the payments under this paragraph (3) may be reduced or eliminated; and
(b) not add any additional insurance products with Initial Class shares to the Nationwide Variable Account 7 (f/k/a Nationwide Fidelity Advisor Variable Account).
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EXHIBIT A
Distribution Services
Pursuant to this Agreement, Nationwides Broker-Dealers shall perform and incur expenses for distribution and related shareholder services in exchange for 12b-1 Fees, including, but not limited to the following:
1. | Supporting and responding to investment inquiries about the Trust and the Funds from registered representatives, investment advisors, and Contract Owners. |
2. | Distributing Fund prospectuses, SAIs, and semi-annual and annual reports to prospective Contract Owners. |
3. | Maintaining sales-related electronic information systems and other systems, including but not limited to: |
a. | Advisor website and tools |
b. | Customer relationship management systems |
c. | Producer information data warehouses |
d. | All licensing platforms |
e. | Sales reporting |
4. | Printing and distributing advertising, including but not limited to: |
a. | Marketing content to support the acquisition of new Contract Owners |
b. | Product illustrations |
c. | Sales literature |
d. | Customer enrollment materials |
e. | Regulatory filings of advertising materials |
5. | Furnishing the Company with records of sales, redemptions and repurchases of Shares for marketing/distribution purposes. |
6. | Preparing distribution-related reports for the Company as shall reasonably be required by the Company that have been previously agreed upon. |
7. | Providing such other distribution services as the Company may reasonably request that have been previously agreed upon. |
8. | Bearing expenses associated with the foregoing, as well as expenses associated with compensating broker-dealers selling Contracts that include the Fund(s) as underlying investment options and educating their registered representatives. |
9. | Providing office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in Nationwides business, or any personnel employed by Nationwide) as reasonably necessary to provide the foregoing services. |
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NATIONWIDE LIFE INSURANCE COMPANY AND
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
DESCRIPTION OF ISSUANCE, TRANSFER AND REDEMPTION
PROCEDURES FOR VARIABLE LIFE INSURANCE POLICIES PURSUANT TO
RULE 6e-2(b)(12)(ii) and 6e-3(b)(12)(iii)
This document sets forth the administrative procedures that will be followed by Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company, hereinafter individually and collectively referred to as Nationwide, in connection with the issuance of its Flexible Premium Universal Life Insurance Policies (Policy), the transfer of assets held under the Policies, and the redemption by Policy owners of their interests in said Policies.
Unless otherwise indicated, defined terms have the same meaning given them in the prospectus.
I. PURCHASE AND RELATED TRANSACTIONS
A. Premium and Underwriting Standards
The Policy is a flexible premium variable life insurance policy. The Policy provides lifetime insurance protection for the insured named in the Policy, with a death benefit payable when the insured dies while the Policy is In Force and prior to the Maturity Date. A Policy owner may elect one of two Internal Revenue Code life insurance qualification tests and one of two or three options to calculate the amount of death benefit payable under the Policy. The Policy will be offered and sold pursuant to an established mortality structure and underwriting standards in accordance with state insurance laws which prohibit unfair discrimination among Policy owners, but allow cost of insurance rates to be based upon risk classification factors including, but not limited to, age, sex, health, occupation, and activities.
The amount of your required initial Premium payment will depend on the following factors: the initial Specified Amount, Death Benefit option elected, any Riders elected, and the Insureds risk classification. You may pay the initial Premium to our Home Office address stated in the prospectus or to our authorized representative. The initial Premium payment must be at least the minimum amount stipulated in the prospectus. The initial Premium payment will not be applied to the policy until the underwriting process is complete.
B. Application and Initial Premium
Purchasers of policies must submit an application through an authorized registered representative of a broker-dealer with a selling agreement with Nationwide who is also an authorized insurance agent. Upon receipt of a completed application for a Policy in good order, Nationwide will follow certain insurance underwriting (i.e., evaluation of risk) procedures designed to determine whether the proposed insured is insurable.
Life insurance is based on the principle of pooling and distribution of mortality risks, which assumes that each Policy owner pays policy charges commensurate with the Insureds mortality risks as actuarially determined using factors such as age, sex, method of underwriting and rate class of the Insured. Uniform policy charges for all Insureds would discriminate unfairly in favor of those Insureds representing greater risk. Although there are no uniform policy charges for all Insureds, there are uniform policy charges for all Insureds of the same rate class, age, sex, issue date and Specified Amount. The underwriting process may involve verification procedures and may require that further information be provided by the applicant before a determination can be made. Nationwide will first become obligated under a Policy when the total initial premium is received or on the date the application is accepted by Nationwide, whichever is later. Administrative procedures are in place, including random audits, to ensure that Nationwides underwriting guidelines are being accurately applied. Underwriting criteria and procedures also apply in the pricing and approval of increases to the Specified Amount.
The initial Net Premium allocation is made by the Policy owner along with the application. Net Premium allocations must add up to 100%. Premium is applied net of applicable charges.
If Premium is submitted with the application (or otherwise prior to issuance of a Policy), it will be held in a no interest suspense account until the underwriting process is complete. Administrative procedures are in place to provide notice and timely follow up to resolve incomplete and/or additional information required to complete processing. If timely resolution of any good order requirements for incomplete and/or additional information cannot be obtained, amounts held in suspense will be refunded according to established procedures.
After the Policy is issued, insurance coverage under the Policy will be deemed to have begun as of the Policy Date. The Policy Date is usually the date that the Policy is issued. In some instances the Policy Date is administratively backdated to save age as permitted under state insurance law. In such cases, the initial Premium will be applied to the Policy using current day pricing net of all applicable charges from the Policy Date to the current day. The Policy Date is the date used to determine Policy years, Policy months, and Policy monthly, quarterly, semi-annual and annual anniversaries.
Right to Examine and Cancel the Policy
Pursuant to state insurance law, the Policy owner may cancel the Policy during the right to examine period (free-look). The free-look period expires 10 days after the Policy owner receives the Policy (or longer if required by state law). The applicable free look period is stated on the face page of your Policy.
To exercise the right to cancel the Policy during the free-look period, return the Policy to the sales representative who sold it to you or return it to us at our Home Office, stated in the prospectus, along with your written cancellation request on a form we provide. Your written request must be received, if returned by means other than U.S. mail, or post-marked, if returned by U.S. mail, by the last day of the free look period. Within 7 days, we will refund the amount prescribed by the law of the state in which we issued the policy. This amount will be either the initial Premium payment (plus any additional Premium submitted during the free look period) or the Policys Cash Value (see section III.A for information on surrender processing). If the Policy is canceled, we will treat the Policy as if it was never issued.
Depending on the right to examine law of the state in which a policy was issued, initial Net Premium designated to be allocated to the variable investment options (Sub-Accounts) may not be so allocated immediately upon issuance of the Policy. If a policy was issued in a state that requires us to refund the initial Premium upon exercise of the free-look provision, we will hold all of the initial Net Premium designated to be allocated to the Sub-Accounts in the available money market Sub-Account or elected fixed account until the free-look period expires. Within two days after expiration of the free-look period, we will transfer the Cash Value allocated to the Sub-Accounts based on the allocation instructions in effect at the time of the transfer. If a policy was issued in a state that requires us to refund the Cash Value upon exercise of the free-look provision, we will allocate all of the initial Net Premium to the available money market Sub-Account or elected fixed account. Within two days, we will allocate all of the Cash Value to the designated Sub-Accounts based on the allocation instructions in effect at that time. Any initial Net Premium designated to be allocated to fixed investment options will be so allocated immediately upon issue of the Policy.
U.S. Patriot Act / Anti-Money Laundering
Before Nationwide will issue a Policy, it must take certain steps to comply with federal laws intended to combat terrorism and money laundering.
Nationwide will conduct a screen of each Policy owner name against the list maintained by the U.S. Department of Treasurys Office of Foreign Asset Control (OFAC). If a positive identification is made, Nationwide may be required to (i) reject and report the transaction, or (ii) block the transaction, place the funds or assets in a separate blocked transaction account, and report the matter to OFAC. These procedures will also be followed in connection with loan transactions, Policy owner changes, and payment of any surrender or Death Benefit proceeds.
Nationwide will comply with all applicable requirements of the Bank Secrecy Act. Nationwide will monitor Policy transactions as outlined in our anti-money laundering program for suspicious activity and other violations of anti-money laundering laws, rules, and regulations. Nationwide will not accept cash.
C. Additional Premium Payments
The Policy is a flexible premium policy, and it provides flexibility to pay Premiums at the Policy owners discretion. When applying for a Policy, a Policy owner will determine a planned periodic premium that provides for the payment of level Premiums of fixed intervals over a specified period of time. Each Policy owner may request to receive a Premium reminder notice on either an annual, semi-annual, quarterly, or monthly basis; however, the Policy owner is not required to pay planned periodic premiums.
Payment of the planned periodic premium will not guarantee that a Policy will remain In Force. Instead, continuation of the Policy depends upon the Policys Cash Surrender Value. Except to the extent the conditions of the Guaranteed Policy Continuation Provision, if applicable, detailed in the prospectus are met, even if planned periodic premiums are paid, the Policy will lapse any time the Cash Surrender Value is insufficient to pay the current monthly deduction and a grace period expires without sufficient payment.
Additional Premium payments will be allocated according to the most recent instructions submitted in good order. Allocations must add up to 100%.
D. Premium Payment Processing
Subject to the underwriting, application, and initial Premium payment processing requirements described above, Premium payments received in good order (with instructions sufficient to permit processing) before close of the New York Stock Exchange on any day it is open for business1 will generally be processed and valued as described in the prospectus the same day. Premium payments received in good order after close of the New York Stock Exchange or on a non-business day will generally be processed and valued the next business day. Processing and valuation of the Premium payment attributable to the variable Sub-Accounts may be postponed, however, when: the New York Stock Exchange is closed; the SEC restricts trading or declares an emergency; the SEC permits us to defer it for the protection of our Policy owners.
Processing of Premium payments is subject to the following additional administrative requirements:
1. | Premium payments received with missing or incomplete allocation instructions will be held in a no interest suspense account until complete instructions are received or refunded. |
2. | Nationwide may reject or limit any Premium payment that would result in an immediate increase in the Net Amount at Risk under the Policy, although such Premium may be accepted with satisfactory evidence of insurability. |
3. | Nationwide may reject or limit any Premium payment that would cause the Policy not to qualify as life insurance under Section 7702 of the Internal Revenue Code based on the Internal Revenue Code Life Insurance Qualification test elected by the Policy owner on the application. |
4. | Nationwide may reject or limit any Premium payment that would cause the Policy to be or become a Modified Endowment Contract (MEC) under Section 7702A of the Internal Revenue Code unless the Policy owner authorizes otherwise in writing. |
5. | Monitoring pursuant to the U.S. Patriot Act / Anti-Money Laundering procedures described above. |
Administrative procedures are in place to ensure issues under items 1-4 that prevent application of Premium are resolved or Premium is refunded in a timely fashion. Such procedures include, notifying the Policy owner, and when appropriate the registered representative, of steps necessary to resolve the issue and permit application of the Premium payment, and monitoring of Nationwides suspense accounts to refund amounts that cannot be applied within established timelines.
Allocation instructions may be changed at any time while the Policy is In Force. All Premium payments and written correspondence are date and time stamped upon receipt to identify the appropriate processing date. Allocation instructions through Nationwides web site are automatically identified to the date the change is made.
E. Grace Period / Policy Lapsation
If the Cash Surrender Value is insufficient to cover deductions and charges on a monthly payment date, Nationwide will give written notice to the Policy owner that if the amount shown in the notice (which will be sufficient to cover the deduction amount(s) due) is not paid within 61 days (the grace period), the Policy will lapse. The Policy will remain In Force through the grace period, but if no payment is received, it will terminate at the end of the grace period. In order to avoid termination, the Policy owner must pay an amount equal to the lesser of three times the charges and deductions due or the amount required to satisfy the guaranteed Policy continuation provision described in the prospectus, if applicable.
If the required payment is made during the grace period, for administrative purposes and deduction of unpaid charges, the Premium payment will be treated as if received the day prior to the date the Policy entered the grace period. For allocation purposes, such payment will be allocated among the variable accounts and the fixed investment options as described in Section I.D.
If the Insured dies during the grace period, the death benefit proceeds will equal the amount of the death benefit immediately prior to the commencement of the grace period, reduced by any unpaid monthly deductions and charges due and any Policy Indebtedness.
A lapsed Policy may be reinstated at any time within three years after the end of the grace period (or longer if required by state law) but before the Maturity Date.
F. Reinstatement
You may reinstate a Lapsed Policy by: (1) submitting a written request to reinstate the policy, on a form we provide, at any time within 3 years after the end of the Grace Period (or longer if required by state law) and before the Maturity Date; (2) providing any evidence of insurability that we may require; (3) paying Premium (a) sufficient to cover all policy charges that were due and unpaid during the Grace Period, plus (b) the lesser of (i) Premium sufficient to keep the policy In Force for 3 months from the date of reinstatement, or (ii) the amount required to satisfy the Guaranteed Policy Continuation Provision described in the prospectus, if applicable; and (4) repaying or reinstating any Indebtedness that existed at the end of the Grace Period.
If the required payment is made and the other good order requirements for reinstatement above are met, the Premium payment will be treated as if received the day prior to the date the Policy entered the grace period for administrative purposes and deduction of unpaid charges through the date of reinstatement. For allocation purposes, Net Premium will then be allocated among the variable Sub-Accounts and the fixed investment options as described in Section I.D. If the Policy is reinstated, the Cash Value on the date of reinstatement will be set equal to the lesser of (1) the Cash Value at the end of the Grace Period; or (2) the surrender charge corresponding to the Policy year in which the Policy is reinstated, as described in the prospectus.
The Premium allocation instructions that were in effect at the start of the grace period will be reinstated, unless you request otherwise in the application for reinstatement.
II. TRANSFER AMONG INVESTMENT OPTIONS
After the Right to Examine period, a Policy owner may request a transfer between investment options subject to limitations described in the prospectus to the Policy.
Transfer requests received in good order (with instructions sufficient to permit processing) before close of the New York Stock Exchange on any day it is open for business will generally be processed and valued as described in the prospectus the same day. Transfer requests received in good order after close of the New York Stock Exchange or on a non-business day will generally be processed and valued the next business day. The processing and valuation of transfers attributable to the variable Sub-Accounts may be postponed, however, when: the New York Stock Exchange is closed; the SEC restricts trading or declares an emergency; the SEC permits us to defer it for the protection of our Policy owners. 2
Transfers to and from the fixed investment options may be limited as described in the prospectus.
In addition, transfers may be subject to restrictions designed to curtail harmful trading practices, known as short-term trading as described in the prospectus and in the prospectuses of the mutual funds underlying the Sub-Accounts. As disclosed in the prospectus, Nationwide has entered into agreements as required by Rule 22c-2 of the Investment Company Act of 1940 to provide information to the underlying mutual funds regarding Policy owner transfer activities and to impose restrictions requested by the fund.
Administrative procedures are in place to ensure transfer requests are appropriately dated. All written correspondence and faxes are date and time stamped upon receipt to identify the appropriate processing date. Live calls to service representatives are automatically recorded with date and time and periodically monitored. Transfer instructions through Nationwides web site are automatically identified to the date the change is entered.
Requests are monitored for good order requirements, rider and service restrictions, and short-term trading restrictions. Such procedures include, notifying the Policy owner, and when appropriate the registered representative, of applicable restrictions and/or steps necessary to resolve the issue and permit completion or correction of the transfer instructions.
Transfer requests made through Nationwides internet website automatically restrict transfer selections to permitted parameters, including blocking transfers in accounts subject to short-term trading restrictions.
In accordance with industry practice, Nationwide has established procedures to address processing errors for which it is responsible, when an error is discovered it will be corrected and Nationwide will bear any loss resulting from its error.
III. REDEMPTION PROCEDURES: SURRENDER AND RELATED TRANSACTIONS
The Policy provides for the payment of moneys to a Policy owner or beneficiary upon written request and presentation of the Policy. Generally, except for the payment of death benefits and the imposition of monthly deductions described in the prospectus, the Policy owner will receive a pro rata or proportionate share of the separate accounts assets, within the meaning of the Investment Company Act of 1940, in any transaction involving redemption procedures. The amount received by the Policy owner will depend upon the particular benefit for which the Policy is presented, including, for example, the Cash Surrender Value or death benefit. There are also certain Policy provisions (e.g. withdrawals or loans) under which the Policy will not be presented, but which will affect the Policy owners benefits and may involve a transfer of the assets supporting the Policy reserve out of the separate account.
A. Full and Partial Surrenders
Requests for full and partial surrenders must be made in writing as described in the prospectus. Full surrenders must be submitted on a form we provide.
A partial surrender charge may apply as described in the described in the prospectus. Applicable Surrender charges will be deducted from the Policys Cash Value at the time a surrender is processed.
Surrender requests received in good order (with instructions sufficient to permit processing) before close of the New York Stock Exchange on any day it is open for business will generally be processed and valued as described in the prospectus the same day. Surrender requests received in good order after close of the New York Stock Exchange or on a non-business day will generally be processed and valued the next business day. The processing and valuation of surrenders attributable to the variable Sub-Accounts may be postponed, however, when: the New York Stock Exchange is closed; the SEC restricts trading or declares an emergency; the SEC permits us to defer it for the protection of our Policy owners.
Surrender requests received during the Right to Examine and Cancel period will receive either the Cash Value or Premium paid in accordance with the law of the state where the Policy was issued.
Pursuant to state insurance law, payment of surrenders from the fixed investment options may be delayed for the period permitted by law up to six months from the date a request is received in good order.
Administrative procedures are in place to ensure surrender requests are appropriately dated. All written correspondence is date and time stamped upon receipt to identify the appropriate processing date. Requests are monitored for good order requirements. Such procedures include, notifying the Policy owner, and when appropriate the registered representative, of applicable steps necessary to resolve any issue and permit completion or correction of the surrender instructions.
B. Maturity Proceeds
If the Policy is In Force and the Maturity Date has not been extended, as described in the prospectus, Nationwide will calculate and pay the proceeds or apply them to the elected settlement option(s). Proceeds at maturity will generally be valued at the close of the New York Stock Exchange on any day it is open for business. If the Maturity Date falls on a day when the New York Stock Exchange is closed or trading is suspended or restricted such that the Sub-Accounts cannot be valued on that day, proceeds at maturity attributable to the variable Sub-Accounts will be valued as of the previous business day. The processing and valuation of the payment attributable to the variable Sub-Accounts may be postponed, however, when: the New York Stock Exchange is closed; the SEC restricts trading or declares an emergency; the SEC permits us to defer it for the protection of our Policy owners.
Pursuant to state insurance law, payment of the maturity proceeds from the fixed investment options may be delayed for the period permitted by law up to six months from the date a request is received in good order.
C. Death Claims
Upon the death of the insured, Nationwide will pay the death benefit proceeds, either in a lump sum or under a settlement option(s) offered under the Policy. The proceeds will be the death benefit under the Policy, plus any insurance proceeds provided by rider, reduced by adjustments for any outstanding Indebtedness and, if in the grace period, any overdue charges. Pursuant to Nationwides administrative procedures, on the date the death of the Insured is reported to Nationwide, Cash Value allocated to Sub-Accounts (and in some instances Cash Value allocated to the fixed investment option) will be transferred to a specified money market Sub-Account that is not available for direct allocation by the Policy owner. The Cash Value will remain allocated to that specified money market Sub-Account until all good order requirements are satisfied. Any monthly Policy deductions taken after the date of death will be added to the Cash Value for purposes of valuing the death benefit.
The death benefit will be valued according to the death benefit option elected and applicable life insurance test for determining the minimum death benefit under Section 7702 of the Internal Revenue Code. Pursuant to state insurance law, the death benefit is valued as of the date of the Insureds death, regardless of the date the death is reported to Nationwide or actual time of death .. Proceeds upon the death of the insured will generally be valued at the close of the New York Stock Exchange on any day it is open for business. If the date of death falls on a day when the New York Stock Exchange is closed or trading is suspended or restricted such that the Sub-Accounts cannot be valued on that day, proceeds at death attributable to the variable Sub-Accounts will be valued as of the previous business day.
Administrative procedures are in place to ensure death benefits are appropriately dated and the appropriate claimant identified. Requests are monitored for good order requirements which include proof of the Insureds death and when it occurred and written instructions for payment. Such procedures include, identifying the appropriate claimant and notifying the claimant of applicable steps necessary to resolve any issue and permit completion or correction of the surrender instructions.
Other Factors That May Affect Calculation Or The Timing of Death Benefit Payment
State insurance law provides for certain instances when an insurer may delay payment of the Death Benefit or adjust the amount of such payment based on particular circumstances. The circumstances and Nationwides procedures for administering the Death Benefit are as follows.
Misstatement of Age or Sex
If the age or sex of the Insured has been misstated, the death benefit and Cash Value will be adjusted. The adjusted death benefit will be (1) multiplied by (2) and then the result added to (3) where:
1. | is the Net Amount at Risk at the time of the Insureds death; |
2. | is the ratio of the monthly cost of insurance applied in the policy month of death and the monthly cost of insurance that should have been applied at the true age and sex in the policy month of death; and |
3. | is the Cash Value at the time of the Insureds death. |
The Cash Value will be adjusted from the Policy Date to the current date to reflect the cost of insurance charges based on the correct age and sex.
Incontestability
Nationwide will not contest the payment of the Death Benefit after the Policy has been In Force during the Insureds lifetime for two years from the Issue Date. If the Policy is reinstated, the two-year period will be measured from the date of reinstatement. For any increase in Specified Amount requiring evidence of insurability, the Company will not contest payment of the Death Benefit based on such increase after it has been In Force during the Insureds lifetime for two years from its effective date.
If payment of the Death Benefit is contested, payment will be delayed until a resolution is reached.
Suicide
If the Insured commits suicide, while sane or insane, within two years from the Policy Date, we will not pay the Proceeds normally payable on the Insureds death. Instead, we will pay the Beneficiary an amount equal to all premiums paid prior to the Insureds death, minus any Indebtedness, and minus any partial surrenders. For any increase in Specified Amount requiring evidence of insurability, if the Insured commits suicide, while sane or insane, within two years from the effective date of any such increase, we will not pay the Proceeds associated with such an increase. Instead, the amount we will pay with respect to such an increase will be limited to its cost of insurance charges.
IV. POLICY LOANS
At various points in time Policy loans will involve a form of redemption and transfers, and may involve application of loan repayments.
Pursuant to state insurance law, after the expiration of the free-look period and while the Policy is In Force, the Policy owner may take a loan against the Policys Cash Value. Loan requests must be submitted in writing to our Home Office stated in the prospectus. A Policy owner may borrow an amount of no more than 90% of the Cash Value allocated to the Sub-Accounts. The minimum loan amount is $500.
The amount equal to any outstanding Indebtedness is held in the Policy loan account and is credited and charged with interest at rates as stated in the Policy. The Policy owner may repay all or a part of the loan at any time while the Policy is In Force. Any payment intended as a loan repayment must be identified as such in writing otherwise it will be treated as a Premium payment.
When a Policy owner takes a loan, Nationwide will transfer Cash Value equal to the policy loan amount to the Policy loan account as collateral for the policy loan. Amounts transferred from the Sub-Accounts will be in the same proportion as the Sub-Account allocations, unless the Policy owner instructs otherwise. We will only transfer amounts from the fixed account if the loan amount exceeds 90% of the Cash Value allocated to the Sub-Accounts.
Loan requests and loan repayments received in good order (with instructions sufficient to permit processing) before close of the New York Stock Exchange on any day it is open for business will generally be processed and valued as described in the prospectus the same day. Loan requests received in good order after close of the New York Stock Exchange or on a non-business day will generally be processed and valued the next business day. Interest credited is automatically applied to Sub-Accounts according to the allocation instructions in effect at the time it becomes payable. The processing and valuation of loan amounts, repayments, and interest credited attributable to the variable Sub-Accounts may be postponed, however, when: the New York Stock Exchange is closed; the SEC restricts trading or declares an emergency; the SEC permits us to defer it for the protection of our Policy owners.
If any part of a loan was taken from the fixed investment option(s), any loan repayments received will first be applied to the applicable fixed investment option(s) until the portion of the loan attributable to the fixed investment option is repaid. Then loan repayments will be applied to variable Sub-Accounts from which the loan was taken.
Pursuant to state insurance law, Nationwide may delay payment of any loan attributable to the fixed investment options for the period permitted by law up to six months from the date the loan request is received.
Administrative procedures are in place to ensure loan requests and repayments are appropriately dated. All written correspondence is date and time stamped upon receipt to identify the appropriate processing date. Requests are monitored for good order requirements. Such procedures include, notifying the Policy owner, and when appropriate the registered representative, of applicable steps necessary to resolve any issue and permit completion or correction of the surrender instructions.
If not repaid, the Policy debt will reduce the amount of death proceeds paid upon the death of the insured, the amount of proceeds paid on the Maturity Date, or the Cash Surrender Value paid upon surrender.
A loan may affect the length of time the Policy remains In Force. The Policy will enter a grace period when the Cash Surrender Value is insufficient to cover the monthly deduction against the Policys Cash Value on any monthly anniversary date. The Policy will lapse if the minimum payment required is not made during the grace period. Moreover, the Policy may enter the grace period more quickly when a loan is outstanding, because the loaned amount is not available to cover monthly deductions.
1 | Close of business for the New York Stock Exchange (NYSE) is generally 4:00 p.m. Eastern Standard Time. The NYSE may close earlier than 4:00 p.m. on days before holidays or pursuant to rules and regulations of the Securities and Exchange Commission. Such earlier time shall serve as the cutoff time for purposes of determining the premium payment processing cutoff time. |
2 | Transfers pursuant to the Right of Conversion will become effective on the monthly anniversary date (each the same day as the Policy Date in each succeeding month) on or next following the date the request is received in good order. For variable Sub-Account valuation purposes, the request will be treated as if received on that monthly anniversary date. |
Variable Annuities and Variable Life Insurance Policies | |
Separate Account (1940 Act File No.) |
1933 Act File Nos. |
MFS Variable Account (811-02662) |
002-73432 |
Nationwide Multi-Flex Variable Account (811-03338) |
033-23905, 002-75174 |
Nationwide Variable Account (811-02716) |
002-58043, 333-80481, 333-176908 |
Nationwide Variable Account-II (811-03330) |
002-75059, 033-67636, 033-60063, 333-103093, 333-103094, 333-103095, 333-104513, 333-104511, 333-104512, 333-104510, 333-151990, 333-105992, 333-147273, 333-147198, 333-160635, 333-164886, 333-168818, 333-177934, 333-177581, 333-177582, 333-177316, 333-177319, 333-177439, 3333-177441, 333-177729, 333-177731, 333-173349, 333-177938, 333-182494, 333-235382, 333-235383, 333-258296 |
Nationwide Variable Account-3 (811-05405) |
033-18422 |
Nationwide Variable Account-4 (811-05701) |
333-62692, 333-135650, 333-140812, 333-201820, 333-240010, 333-240009 |
Nationwide Variable Account-5 (811-08142) |
033-71440, 333-267078, 333-272927 |
Nationwide Variable Account-6 (811-08684) |
033-82370, 333-21909 |
Nationwide Variable Account-7 (811-08666) |
033-82190, 033-82174, 033-89560 |
Nationwide Variable Account-8 (811-07357) |
033-62637, 033-62659 |
Nationwide Variable Account-9 (811-08241) |
333-28995, 333-52579, 333-56073, 333-53023, 333-79327, 333-69014, 333-75360 |
Nationwide Variable Account-10 (811-09407) |
333-81701 |
Nationwide Variable Account-11 (811-10591) |
333-74904, 333-74908 |
Nationwide Variable Account-12 (811-21099) |
333-88612, 333-108894, 333-178057, 333-178059 |
Nationwide Variable Account-13 (811-21139) |
333-91890 |
Nationwide Variable Account-14 (811-21205) |
333-104339 |
Nationwide Variable Account-15 (811-23386) |
333-227783, 333-227780 |
Nationwide VA Separate Account-A (811-05606) |
033-22940 |
Nationwide VA Separate Account-B (811-06399) |
033-86408 |
Nationwide VA Separate Account-C (811-07908) |
033-66496 |
Nationwide VA Separate Account-D (811-10139) |
333-45976 |
Nationwide VLI Separate Account (811-04399) |
033-35698 |
Nationwide VLI Separate Account-2 (811-05311) |
033-16999, 033-62795, 033-35783, 033-63179 |
Nationwide VLI Separate Account-3 (811-06140) |
033-44296 |
Nationwide VLI Separate Account-4 (811-08301) |
333-31725, 333-43671, 333-94037, 333-52615, 333-69160, 333-83010, 333-137202, 333-169879, 333-229640 |
Nationwide VLI Separate Account-5 (811-10143) |
333-46338, 333-46412, 333-66572, 333-121881 |
Nationwide VLI Separate Account-6 (811-21398) |
333-106908 |
Nationwide VLI Separate Account-7 (811-21610) |
333-117998, 333-121879, 333-146649, 333-149295, 333-156020, 333-258039, 333-258035 |
Nationwide VL Separate Account-C (811-08351) |
333-43639 |
Nationwide VL Separate Account-D (811-08891) |
333-59517 |
Variable Annuities and Variable Life Insurance Policies | |
Separate Account (1940 Act File No.) |
1933 Act File Nos. |
Nationwide VL Separate Account-G (811-21697) |
333-121878, 333-140608, 333-146073, 333-146650, 333-149213, 333-155153, 333-215169, 333-215173, 333-223705, 333-253123, 333-272262 |
Nationwide Provident VA Separate Account 1 (811-07708) |
333-164127, 333-164126 |
Nationwide Provident VLI Separate Account 1 (811-04460) |
333-164180, 333-164117, 333-164178, 333-164179, 333-164119, 333-164120, 333-164115, 333-164118, 333-164116 |
Nationwide Provident VA Separate Account A (811-06484) |
333-164131, 333-164130, 333-164132, 333-164129, 333-164128 |
Nationwide Provident VLI Separate Account A (811-08722) |
333-164188, 333-164123, 333-164185, 333-164122, 333-164121 |
General Account Products | |
Insurance Company |
1933 Act File Nos. |
Nationwide Life Insurance Company |
333-271187, 333-271186, 333-271188, 333-275629, Select Retirement (re-registration, 1933 Act # TBD), Nationwide Defender Annuity (additional shares, 1933 Act # TBD) |
/s/ John L. Carter |
/s/ Eric S. Henderson |
JOHN L. CARTER, Director and Officer |
ERIC S. HENDERSON, Director and Officer |
/s/ Timothy G. Frommeyer |
/s/ Holly R. Snyder |
TIMOTHY G. FROMMEYER, Director and Officer |
HOLLY R. SNYDER, Director and Officer |
/s/ Steven A. Ginnan |
/s/ Kirt A. Walker |
STEVEN A. GINNAN, Director and Officer |
KIRT A. WALKER, Director |
/s/ James D. Benson |
|
JAMES D. BENSON, Officer |
|
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