MORGAN STANLEY DISTRIBUTION, INC. ADMINISTRATIVE SERVICE AGREEMENT
▇▇▇▇▇▇
▇▇▇▇▇▇▇ DISTRIBUTION,
INC.
This
amended and restated ADMINISTRATIVE SERVICE AGREEMENT ("Agreement") is made
and
entered into on May 5, 2005, with changes to be effective as of the 1st day
of
April, 2003 and the 18th day of
January,
2005 as noted below, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC. (the
"Distributor") and NATIONWIDE FINANCIAL SERVICES, INC. (the
"Company").
WHEREAS,
the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Incorporated have entered into an
Administrative Services Agreement dated as of February 1, 2002, as such
agreement may be amended from time to time; and
WHEREAS,
the Distributor is the principal underwriter of The Universal Institutional
Funds, Inc. (the "Fund"), an open-end investment company that serves as an
investment vehicle for separate accounts established by insurance companies;
and
WHEREAS,
the Fund has entered into a participation agreement with the Company, dated
February 1, 2002, as may be amended from time to time (the "Participation
Agreement"), providing for the purchase by the Company of shares of certain
series of the Fund ("Portfolios") on behalf of its separate account(s) to fund
certain variable life and annuity contracts ("Contracts"), each as specified
in
the Participation Agreement; and
WHEREAS,
effective April 29, 2005, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Incorporated assigned to the
Distributor all of the rights and obligations of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.,
Incorporated under the Participation Agreement and the Distributor accepted
assignment of such rights and assumed corresponding obligations from ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co., Incorporated on such terms; and
WHEREAS,
the Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, relating to Class II Shares of
the
Portfolios (the "Plan"), as described in the Portfolios' Class II Shares
Prospectus and Statement of Additional Information; and
WHEREAS,
the Plan authorizes the Distributor to enter into administrative service
agreements (such as this Agreement) with organizations selected by the
Distributor (such as the Company) whereby the Distributor may make payments
to
the Company at a specified rate in consideration of administrative related
services rendered.
NOW,
THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Distributor and the Company agree as follows:
1. The
Distributor agrees to pay a fee to the Company with respect to Class II Shares
of a Portfolio, in accordance with Section 2 below, for providing administrative
related services in connection with Contract owner accounts (the "Service
Activities") as described in the Plan. The Service Activities may
include, without limitation: (a) responding to customer inquiries; (b) providing
information to customers with respect to their investment in Class II Shares
of
a Portfolio; and (c) servicing the account of each client or customer who has
an
investment in Class II Shares of a Portfolio. The Company
acknowledges that it is responsible for all costs and expenses associated with
the provision of the Service Activities hereunder.
2. Subject
to the Company's continuing compliance with its obligations pursuant to Section
1 above, the Distributor will pay a fee to the Company for providing the Service
Activities, during the term of the Participation Agreement, at the following
annual rates based on the average daily net assets invested in Class II Shares
of the applicable Portfolio(s) under the Contracts identified in the
Participation Agreement (the "Service Fee"):
Core
Plus
Fixed Income Portfolio (Class II Shares) – ___%
Emerging
Markets Debt (Class II Shares) – ___%**
Emerging
Markets Equity (Class II Shares) – ___%*
Equity
Growth (Class II Shares) – ___%*
Equity
and Income (Class II Shares) – ___%*
Mid
Cap
Growth (Class II Shares) – ___%*
U.S.
Mid
Cap Value (Class II Shares) – ___%*
U.S.
Real
Estate Portfolio (Class II Shares) – ___%
* Available
effective January 18, 2005.
** Available
effective April 1, 2003; closed effective [05-01],
200[4].
Payment
will be made on a quarterly basis during the month following the end of each
quarter and shall be prorated for any portion of such period during which this
Agreement is in effect for less than the full quarter. The Service
Fee will be calculated based on the average daily net assets invested in Class
II Shares of the applicable Portfolio(s) under the Contracts over a quarter
(which shall be computed by totaling daily balances during the quarter and
dividing such total by the actual days in the quarter). The
Distributor will not be required to pay the Service Fee with respect to assets
invested in Class II Shares of a Portfolio upon the termination of the Plan
with
respect to Class II Shares of the Portfolio or if, at any time, the fee payable
by the Fund under the Plan with respect to Class II Shares of the Portfolio
is
reduced.
3. It
is understood and agreed that the Distributor, acting reasonably and in good
faith, may make final and binding determinations on behalf of the Fund as to
the
Company's continuing compliance under Section 1 above and will enter into
discussions with the Company on behalf of the Fund as to the specific amount
of
the Company's assets invested in Class II Shares of the Portfolios that will
be
considered in determining the Service Fee.
4. The
Company and the Distributor acknowledge that the Fund maintains the right,
at
any time and without notice to the Company, to amend its current Prospectus,
Statement of Additional Information or the Plan subject to the terms
thereof.
5. The
Company represents and agrees that it will maintain and preserve all records
as
required by law to be maintained and preserved in connection with providing
the
Service Activities, and will otherwise comply with all laws, rules and
regulations applicable to such Service Activities.
6. The
Company agrees to provide copies of all historical records relating to the
Company's provision of the Service Activities in accordance with this Agreement,
and all written communications and other related materials regarding the Fund
or
a Portfolio to or from Contract owners, as reasonably requested by the
Distributor or its representatives (which representatives may include, without
limitation, the auditors or legal counsel of the Fund or the Distributor) to
enable the Distributor, the Fund or their respective representatives to review
the Service Activities provided by the Company, or comply with any request
of
the Board of Trustees or "disinterested" Trustees of the Fund, or a governmental
body or a self-regulatory organization.
7. The
Company agrees that it will permit the Distributor, the Fund or their respective
representatives to have reasonable access to the Company's personnel and records
in order to review the adequacy of the Service Activities.
8. The
Company hereby agrees to notify the Distributor promptly if for any reason
it is
unable to perform fully and promptly any of its obligations under this
Agreement.
9. This
Agreement may be amended only by mutual consent of the parties hereto in writing
and will terminate: (i) upon mutual agreement of the parties hereto, (ii) upon
ninety (90) days advance written notice by either party delivered to the other
party, or (iii) automatically upon the termination of the Participation
Agreement.
10. The
provisions, construction, validity and effect of this Agreement will be
construed in accordance with and governed by the laws of New York.
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
and
its seal to be hereunder affixed hereto as of the date specified
above.
NATIONWIDE
FINANCIAL SERVICES, INC.
By: __________________________________
Name: _[▇▇▇▇▇
▇. ▇▇▇▇▇▇]___________________
Title: _[Officer]__________________________
Tax
ID: __[▇▇-▇▇▇▇▇▇▇]_______________________________________________
Company
Address: __[One ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇-▇▇-▇▇]________________________________
▇▇▇▇,
▇▇▇▇▇,
▇▇▇: __[Columbus,
OH 43215]________________________________________[
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
▇▇▇▇▇▇
▇▇▇▇▇▇▇ DISTRIBUTION, INC.
By: __________________________________
Name:
_[▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇]__________________
Title: _[Vice
President]____________________
c/▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc.
▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
L:\COMPL\▇▇▇▇▇▇\Insurance-MS\NWFS_UIF_AdminAgmt
Amend_4-1-03_1-18-05.doc
May
5,
2005
▇▇.
▇▇▇▇▇
▇▇▇▇▇▇
Director,
Investment Management
NATIONWIDE
FINANCIAL SERVICES, INC.
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇-▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
Dear
▇▇.
▇▇▇▇▇▇▇:
As
you
know, we have entered into a participation agreement among The Universal
Institutional Funds, Inc. (the "Fund"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc. and NATIONWIDE FINANCIAL SERVICES,
INC. (the "Company"), dated February 1, 2002, as may be amended from time
to
time (the "Participation Agreement"), providing for the purchase by the Company
of shares of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement.
As
consideration for various fund-related administrative services that the Company
will provide in connection with the issuance of the Contracts ("Administrative
Services"), we will pay to the Company, during the term of the Participation
Agreement, at the following annual rates based on the average daily net assets
invested in Class I Shares of the applicable Portfolio(s) under the Contracts
identified in the Participation Agreement (the "Service Fee"):
Core
Plus
Fixed Income Portfolio (Class I Shares) – ____%*
Emerging
Markets Debt Portfolio (Class I Shares) – ____%*
Equity
Growth Portfolio (Class I Shares) – ____%
Global
Value Equity Portfolio (Class I Shares) – ____%
High
Yield Portfolio (Class I Shares) – ____%
International
Magnum Portfolio (Class I Shares) – ____%
Mid
Cap
Growth Portfolio (Class I Shares) – ____%*
U.S.
Mid
Cap Value Portfolio (Class I Shares) – ____%
U.S.
Real
Estate Portfolio (Class I Shares) – ____%
Value
Portfolio (Class I Shares) – ____%
*Prior
to
November 1, 1997 - ____%
NATIONWIDE
FINANCIAL SERVICES, INC.
May
5,
2005
Page
2
As
consideration for various fund-related administrative services that the Company
will provide in connection with the issuance of the Contracts ("Administrative
Services"), we will pay to the Company, during the term of the Participation
Agreement, at the following annual rates based on the average daily net assets
invested in Class II Shares of the applicable Portfolio(s) under the Contracts
identified in the Participation Agreement (the "Service Fee"):
Core
Plus
Fixed Income Portfolio (Class II Shares) – ____%
Emerging
Markets Debt (Class II Shares) – ____%**
Emerging
Markets Equity (Class II Shares) – ____%*
Equity
Growth (Class II Shares) – ____%*
Equity
and Income (Class II Shares) – ____%*
Mid
Cap
Growth (Class II Shares) – ____%*
U.S.
Mid
Cap Value (Class II Shares) – ____%*
U.S.
Real
Estate Portfolio (Class II Shares) – ____%
* Available
effective January 18, 2005.
** Available
effective April 1, 2003; closed effective [05-01],
200[4].
We
acknowledge that the Administrative Services to be provided by the Company
(such
as shareholder communication, record keeping and postage expenses) are ones
for
which we, or our affiliates, as investment adviser and administrator to the
Fund, would otherwise bear the cost directly.
Payment
will be made on a quarterly basis during the month following the end of each
calendar quarter and shall be prorated for any portion of such period during
which this letter agreement is in effect for less than the full
quarter. The fee will be calculated based on the average daily net
assets invested in Class I and Class II Shares, respectively, of the applicable
Portfolio(s) under the Contracts over a calendar quarter (which shall be
computed by totaling daily balances during the quarter and dividing such
total
by the actual days in the quarter).
The
Company represents and agrees that it will maintain and preserve all records
as
required by law to be maintained and preserved in connection with providing
the
Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to such services. The Company further agrees
to provide copies of any such records maintained and preserved, as reasonably
requested by us or our representatives, to enable us or the Fund to monitor
and
review the Administrative Services provided by the Company, or comply with
any
request of the Board of the Fund, or a governmental body or a self-regulatory
organization.
NATIONWIDE
FINANCIAL SERVICES, INC.
May
5,
2005
Page
3
This
letter agreement may be amended only upon mutual consent of the parties hereto
in writing and will terminate: (i) upon mutual agreement of the parties hereto,
(ii) upon sixty (60) days advance written notice by either party delivered
to
the other party, or (iii) automatically upon the termination of the
Participation Agreement.
If
you
agree to the foregoing, please sign the enclosed copies of this letter and
return them to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Yu at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management
Inc.,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
Sincerely,
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Inc.
By:
Name: [▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇]
Title: [Managing
Director]
|
AGREED
and ACCEPTED:
NATIONWIDE
FINANCIAL SERVICES, INC.
By:
Name: [▇▇▇▇▇
▇. ▇▇▇▇▇▇]
Title: [Officer]
|
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