EX-99.I ADMIN CONTRT 24 fidiiiasa99i5a.htm FIDELITY ADMIN SERVICES AGREEMENT A fidiii_asa_99i5a.htm
AMENDED AND RESTATED
SERVICE AGREEMENT

This Agreement is entered into effective as of the 1st day of April 2002 by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and NATIONWIDE FINANCIAL SERVICES, INC. (“Company”).  The parties agree that this Agreement shall amend and restate the prior Service Agreement between them, dated as of January 1, 1996, as amended, in its entirety.

WHEREAS, FIIOC provides transfer agency and other services to Fidelity’s Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (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, Nationwide Life Insurance Company, and Nationwide Life and Annuity Insurance Company (together “Affiliates”) hold shares of the Funds in order to fund certain variable annuity contracts, group annuity contracts, and/or variable life insurance policies, 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 Affiliates agree not to provide information about the Funds except for information provided by the Funds or their designees; and

WHEREAS, FIIOC desires that Company shall cause Affiliates to be able to respond to inquiries about the Funds from individual variable annuity owners, participants in group annuity contracts issued by Affiliates and owners and participants under variable life insurance policies issued by 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 direction to FIIOC.

NOW, THEREFORE, the parties do agree as follows:

1.  Information to be Provided to Affiliates.  FIIOC agrees to provide to Affiliates, on 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 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 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 acknowledge that the information provided them 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.

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, which shall be paid to Company within 45 days following the end of such calendar quarter.

Should any Participation Agreement(s) between an Affiliate 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 Affiliate.  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, which shall be paid to Company with 45 days following the end of such calendar quarter.

Notwithstanding the foregoing, compensation for each calendar quarter will not exceed _______ dollars ($________).

4.  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, (3) if Company engages in any material breach of this Agreement or (4) if any Affiliate engages in any conduct which would constitute a material breach of this Agreement were the Affiliate a party to the Agreement.  This Agreement shall terminate immediately and automatically with respect to an Affiliate upon the termination of that Affiliate’s Participation Agreement(s) with the Funds, and in such event no notice need to be given hereunder.

5.  Indemnification.  Company agrees to indemnify and hold harmless FIIOC for any misuse by Company, either Affiliate, their agents and/or brokers, and any person controlling Company, under common control with Company, or controlled by Company, of the information provided by FIIOC under this Agreement.

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 unless agreed to by the parties in writing, 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                                                                                NATIONWIDE FINANCIAL SERVICES, INC.
OPERATIONS COMPANY, INC.
 
By:           ____________________________                                                                                By:           _____________________________
Name:      Robert Dwight                                                                                               Name:      John M. Davis
Title:       Senior Vice President                                                                                            Title:         VP – Financial Operations
 


FIRST AMENDMENT TO
AMENDED AND RESTATED SERVICE AGREEMENT


WHEREAS, FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and NATIONWIDE FINANCIAL SERVICES, INC. (“Company”) entered into an Amended and Restated Service Agreement effective as of April 1, 2002 (“Agreement”);

WHEREAS, the parties desire that such Agreement be amended to reflect organizational changes of the Company.

NOW, THEREFORE, the parties do agree that effective January 1, 2003, the term “Affiliates” shall also include Nationwide Life Insurance Company of America (f/k/a Provident Mutual Life Insurance Company) and Nationwide Life and Annuity Company of America (f/k/a Providentmutual Life and Annuity Company of America).

IN WITNESS WHEREOF, each of the parties hereto has caused this First Amendment to be executed in its name and on its behalf by its duly authorized representative.


FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By:           ___________________________
Name:      Robert Dwight
Title:        Senior Vice President

NATIONWIDE FINANCIAL SERVICES, INC.

By:           ___________________________
Name:      William G. Goslee
Title:         Vice President