1
EXHIBIT 10.6
NATIONWIDE
INSURANCE
NATIONWIDE LIFE INSURANCE COMPANY
HOME OFFICE COLUMBUS, OHIO
(HEREINAFTER CALLED THE COMPANY)
In consideration of the Application for this Contract made by
TRUSTEE(S) OF THE
TEAM FINANCIAL, INC. 401(k) PLAN TRUST
(The Contractholder)
and of the payment of Deposits as provided, the Company agrees to pay,
in accordance with and subject to the terms and conditions of this
Contract, the benefits set forth with respect to each Participant.
Effective Date of Contract: January 01, 1999
Issue Date of Contract: February 08, 1999
Jurisdiction: Kansas
In witness whereof the Company has caused this Contract to be executed
and duly attested on the issue Date shown above.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ALL CONTRACTUAL VALUES BASED ON THE INVESTMENT RESULTS OF A SEPARATE
ACCOUNT INCLUDED IN THIS CONTRACT ARE VARIABLE (MAY INCREASE OR
DECREASE) AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
GROUP SEPARATE ACCOUNT ANNUITY CONTRACT NO. GA-P AM29 FIXED DOLLAR
ANNUITIES ONLY
NON-PARTICIPATING
ANNUAL APPLICATION OF EXPERIENCE RATING PLAN
APO-2243 VARIABLE
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TABLE OF CONTENTS
ARTICLE PAGE
CONTRACT SUMMARY PAGE .......................................................................... 1
I. DEFINITIONS .................................................................................... 4
II. VARIABLE FUND
2.1 Variable Fund ....................................................................... 6
2.2 Amount Of Variable Fund ............................................................. 6
2.3 Units ............................................................................... 6
2.4 Unit Value .......................................................................... 6
2.5 Valuation Factor .................................................................... 6
III. DEPOSITS
3.1 Deposits ............................................................................ 8
3.2 Crediting Of Deposits ............................................................... 8
IV. EXCHANGES
4.1 Exchange To A Companion Contract Or A Fund .......................................... 9
4.2 Exchanges From A Companion Contract ................................................. 9
V. PAYMENT OF BENEFITS
5.1 Benefit Payments ................................................................... 10
5.2 Purchase And Amount Of Annuity ..................................................... 11
5.3 Small Annuities .................................................................... 11
5.4 Facility Of Payment ................................................................ 12
5.5 Misstatements And Adjustments ...................................................... 12
5.6 Cash Payments Or Loans ............................................................. 12
VI. CHARGES
6.1 Administration Charge .............................................................. 14
6.2 Contract Charge .................................................................... 14
6.3 Asset Management Charge ............................................................ 14
6.4 Contingent Deferred Sales Charge ................................................... 14
6.5 Other Expense Charges .............................................................. 15
6.6 Other Expense Withdrawals .......................................................... 15
6.7 Payment Of Charges ................................................................. 15
[6.8 Premium Tax......................................................................... 15]
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TABLE OF CONTENTS
(CONTINUED)
ARTICLE PAGE
VII. PAYMENTS UPON TERMINATION OF PLAN - CONTRACT OR REDUCTION
IN NUMBER OF PARTICIPANTS
7.1 Payments Upon Termination Of Plan Or
Reduction In Number Of Participants ................................................. 16
7.2 Termination Of Contract ............................................................. 16
VIII. TRANSFERS
8.1 Notice Of Transfer And Transfer Payments ............................................ 17
8.2 Variable Fund Unit Cancellations And Transfer Payments .............................. 17
IX. GENERAL PROVISIONS
9.1 Guarantees And Change Of Contract ................................................... 18
9.2 Contractholder ...................................................................... 19
9.3 Communication And Notification ...................................................... 19
9.4 Place Of Payment-Currency ........................................................... 20
9.5 Certificates ........................................................................ 20
9.6 Beneficiary-Settlement Options ...................................................... 20
[9.7 Experience Rate Credits ............................................................. 21]
9.8 Assignment .......................................................................... 21
9.9 Information-Records ................................................................. 21
9.10 Entire Contract-Construction ........................................................ 21
APPLICATION FOR AND ACCEPTANCE OF GROUP ANNUITY CONTRACT
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CONTRACT SUMMARY PAGE
GA-P AM29
Administration Charge: None.
Asset Management Charge: 0.60% for Funds selected by the
Contractholder from Primary Funds on the
Application. This represents a 0.25%
reduction in the standard Asset Management
Charge of 0.85%. 0.60% for Funds selected
by the Contractholder from Optional Funds
on the Application. This represents a
0.25% reduction in the standard Asset
Management Charge of 0.85%. The Asset
Management Charge will be reviewed, and
changed if appropriate, on the first
Contract Anniversary occurring no earlier
than six months from the Effective Date,
and on each subsequent Contract
Anniversary. The sum of amounts in this
Contract and the Companion Contract(s),
calculated by averaging the beginning
balances for such contracts for the two
month period prior to the month of the
Contract Anniversary Date, will determine
whether or not a change in the Asset
Management Charge applies, per the
following schedule:
Reduction in the Reduction in the
Sum of Amounts in Standard Asset Standard Asset
this Contract and the Management Management
Companion Contract(s) Charge for Primary Charge for Optional
-------------------------------- ------------------- -------------------
$ 750,000 - $ 999,999 0.35% 0.30%
$ 1,000,000 - $ 1,499,999 0.40% 0.30%
$ 1,500,000 - $ 1,999,999 0.45% 0.30%
$ 2,000,000 - $ 2,249,999 0.51% 0.31%
$ 2,250,000 - $ 2,499,999 0.53% 0.33%
$ 2,500,000 - $ 2,749,999 0.55% 0.35%
$ 2,750,000 - $ 3,124,999 0.57% 0.37%
$ 3,125,000 - $ 3,499,999 0.59% 0.39%
$ 3,500,000 - $ 4,124,999 0.61% 0.41%
$ 4,125,000 - $ 4,874,999 0.63% 0.43%
$ 4,875,000 - $ 5,749,999 0.65% 0.45%
$ 5,750,000 - $ 6,999,999 0.67% 0.47%
$ 7,000,000 - $ 8,499,999 0.69% 0.49%
-1- VARIABLE
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CONTRACT SUMMARY PAGE
GA-P AM29
Reduction in the Reduction in the
Sum of Amounts in Standard Asset Standard Asset
this Contract and the Management Management
Companion Contract(s) Charge for Primary Charge for Optional
-------------------------------- ------------------- -------------------
$ 8,500,000 - $ 9,999,999 0.71% 0.51%
$ 10,000,000 - $ 11,499,999 0.73% 0.53%
$ 11,500,000 - $ 12,999,999 0.75% 0.55%
$ 13,000,000 - $ 14,999,999 0.77% 0.57%
$ 15,000,000 - $ 16,999,999 0.79% 0.59%
$ 17,000,000 - $ 18,999,999 0.80% 0.60%
$ 19,000,000 - $ 21,999,999 0.81% 0.61%
$ 22,000,000 - $ 24,999,999 0.82% 0.62%
$ 25,000,000 - $ 29,999,999 0.83% 0.63%
If the sum of the amounts in this Contract and the Companion Contract(s)
decreases to less than $750,000 during any Contract Year, the Asset
Management Charge will be determined in accordance with uniform procedures
applicable to all contracts of this class. Any change in the Asset
Management Charge will be effective on the next Contract Anniversary.
Companion Contract(s): None.
Contingent Deferred
Sales Charge:
Deferred Sales
Contract Year Charge Percentage
1 0.00%
2 0.00%
3 0.00%
4 0.00%
5 0.00%
6 0.00%
7 0.00%
8 0.00%
9 0.00%
Thereafter 0.00%
The Contingent Deferred Sales Charge Percentage shall be
applied to the dollar value of units canceled as provided in
this Contract.
Contract Anniversary: January 01, 2000, and each January 01 thereafter.
Contract Charge: None.
-2- VARIABLE
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CONTRACT SUMMARY PAGE
GA-P AM29
Creditable Percentage: 100%
Crediting Deposits: Each Deposit, as described in Article 111, will
be credited to the applicable Fund or Funds no
later than the third Business Day following its
receipt.
Plan: Team Financial, Inc. 401(k) Plan.
Processing Exchanges: Exchanges, as described in Article IV, will be
made within three Business Days following receipt
of the Contractholder's written request.
Processing Annuity Purchases: Annuity Purchases, as described in Article V,
will be made within 15 Business Days following
receipt of the Contractholder's written request.
Processing Cash Payments: Cash Payments, as described in Article V will be
made within five Business Days following receipt
of the Contractholder's written request.
Processing Payments Upon Plan Termination or
Reduction in Number of Participants: Benefit
Payments to each affected Participant, as
described in Article VII, will be made within 30
calendar days following receipt of the
Contractholder's written request.
Processing Transfers: Transfers, as described in Article VIII, will be
made within 12 Business Days following receipt of
the Contractholder's written request.
Purchase Rate Basis: 1983 Table A (Male), with Annuitant ages set back
10 years and survivor Annuitant ages set back 5
years; 3.0% interest; and 4.0% loading.
Percentage Reduction in
Number of Participants as
defined in Section 1.13: 15%
-3- VARIABLE
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ARTICLE I - DEFINITIONS
1.1 ANNUITANT - a person receiving an Annuity.
1.2 ANNUITY - any benefit in the form of a series of payments due in
accordance with the Plan, payable under this Contract.
1.3 BENEFIT PAYMENT - a distribution that is permitted by the Plan on
behalf of a Participant.
1.4 BUSINESS DAY - each day that the Company's Home Office and the
applicable financial institutions for purposes of processing
financial transactions are open for business. All requests for
transactions that are received after [1:00] p.m. Columbus, Ohio
time will be considered to be received on the next Business Day.
1.5 CASH PAYMENT - a form of Benefit Payment other than an Annuity
purchased under this Contract.
1.6 CONTRACT YEAR - a period beginning on the Effective Date or any
Contract Anniversary and ending on the day immediately preceding
the next following Contract Anniversary.
1.7 EMPLOYER - any organization reported to the Company by the
Contractholder for inclusion under this Contract, some or all of
whose employees are covered under the Plan.
1.8 FUND - a registered investment management company (mutual fund),
specified in the Application, in which assets of a Series will be
invested.
1.9 FUNDING SUCCESSOR - the Plan's and successor plan's trustee and
any financial institution providing an investment option to the
Plan.
1.10 OFFICERS - as defined in Section [416] of the Internal Revenue
Code and Regulations. If an individual is considered to be an
Officer at any time during the term of this Contract, the
individual will always be considered as such for purposes of this
Contract.
1.11 OWNERS - as defined in Section [416] of the Internal Revenue Code
and Regulations. For purposes of this Contract, an Owner is
defined as a [10%] Owner. If an individual is considered to be an
Owner at any time during the term of this Contract, the
individual will always be considered as such for purposes of
this Contract.
1.12 PARTICIPANT - a person for whom benefits are to be provided under
this Contract, in accordance with the Plan, as reported by the
Contractholder.
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ARTICLE I - DEFINITIONS
(CONTINUED)
1.13 REDUCTION IN NUMBER OF PARTICIPANTS - any reduction of more than
the percentage, as set forth on the Contract Summary Page, of the
number of Participants under the Plan since the Effective Date of
the Contract which is the result of any change in the Plan or
action taken by the Employer.
1.14 SERIES - sub-accounts of the Separate Account to which specific
Fund shares are allocated and for which units are separately
maintained.
1.15 SEPARATE ACCOUNT - the "Nationwide Qualified Plans Variable
Account' is a segregated investment account maintained by the
Company with respect to a portion of its assets in connection
with this Contract and certain other Group Annuity Contracts.
Assets of the Separate Account equivalent to the reserve for this
Contract will be invested in shares of the specific Funds elected
in the Contract Application.
The assets of the Separate Account will be held for the sole
benefit of all contracts which provide for the dollar amount of
the contract values to vary to reflect investment results of the
Account.
All income, gains, losses, and expenses, whether or not realized
from assets held in the Separate Account for each Series, shall
be credited to or charged against the Separate Account Series
without regard to the other income, gains, or losses of the
Company. Assets of the Separate Account may not be used by the
Company to satisfy the liabilities of the general account.
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ARTICLE 11 - VARIABLE FUND
2.1 VARIABLE FUND
The Company shall establish and maintain a Variable Fund. The
Company shall provide to the Contractholder an annual accounting
of all financial transactions occurring with respect to this
Contract.
2.2 AMOUNT OF VARIABLE FUND
The amount of the Variable Fund in Units, as of any date, is
equal to the aggregate of the units credited to each Series in
accordance with Section [2.3], less any Units cancelled in
accordance with Articles [IV, V, VI, VII], and VIII. The amount
of the Variable Fund, in dollars, as of any date, is equal to the
aggregate of the product of the number of units in the Series and
corresponding unit value, as of such date. The dollar value of
the Variable Fund is not guaranteed as to either principal or
rate of investment return.
2.3 UNITS
All deposits made to a Fund, exchanges from a Fund, and exchanges
from a Companion Contract will be applied to credit units. The
number of units credited is equal to the quotient of the amount
applied divided by the applicable Series unit value on the
applicable Business Day.
2.4 UNIT VALUE
The unit value of any Business Day is equal to the dollar value
of one unit for the Business Day.
The unit value for any Business Day is determined as of the end
of the Business Day by multiplying the Fund's Valuation Factor
for the Business Day by the Series' unit value for the
immediately preceding Business Day.
2.5 VALUATION FACTOR
The Valuation Factor represents a means of reflecting, in the
unit value, the effective investment return of a Series in the
Separate Account. In determining the effective investment return,
the Company will take into account the investment income and
market value changes after provision for taxes applicable to
contracts of this class arising from the operation of such
Series.
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ARTICLE 11 -VARIABLE FUND
(CONTINUED)
2.5 VALUATION FACTOR (CONTINUED)
The Valuation Factor for any Business Day is equal to the quotient
of (a) divided by (b), where:
(a) is the dollar amount at the end of the Business Day
resulting, after provision for the taxes described in the
preceding paragraph and the Asset Management Charge, as set forth
on the Contract Summary Page, from [$1,000] in the Series at the
end of the immediately preceding Business Day, and
(b) is [$1,000].
The aggregate of the amounts by which the Series is reduced each
year for taxes shall be deducted to the extent possible from the
Series investment income, and any balance will be deducted from
the principal of the Account.
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ARTICLE III - DEPOSITS
3.1 DEPOSITS
The Contractholder may make Deposits to the Company in such
amount as may be determined by the Contractholder.
3.2 CREDITING OF DEPOSITS
The Contractholder shall advise the Company in writing of a Fund
or Funds to which each Deposit is to be credited. The Company
reserves the right to limit the number of Funds selected by the
Contractholder. With Company approval, the Contractholder may add
or delete Funds by submitting written request to the Company.
Each Deposit, multiplied by the Creditable Percentage set forth
on the Contract Summary Page, will be credited to the applicable
Fund or Funds as described in the Crediting Deposits provision
set forth on the Contract Summary Page.
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ARTICLE IV - EXCHANGES
4.1 EXCHANGE TO A COMPANION CONTRACT OR A FUND
The Contractholder may make an unlimited number of exchanges from
a Fund to a Companion Contract or to another Fund. Exchanges may
be subject to limitations imposed by a Fund or a Companion
Contract, if applicable.
Exchanges shall be made by cancelling a number of Units equal to
the quotient of the amount to be exchanged divided by the Unit
Value on the exchange date and crediting the amount to the
Companion Contract or to a Fund, in accordance with Section
[2.3]. Exchanges shall be completed as described in the
Processing Exchanges provision set forth on the Contract Summary
Page.
4.2 EXCHANGES FROM A COMPANION CONTRACT
The Contractholder may exchange amounts into this Contract from a
Companion Contract. Limitations may be imposed by the Companion
Contract.
Any Exchange to be made in accordance with this section shall be
made by applying the amount received to credit units, in
accordance with Section [2.3], in the designated Fund. Exchanges
shall be completed as described in the Processing Exchanges
provision set forth on the Contract Summary Page.
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ARTICLE V - PAYMENT OF BENEFITS
5.1 BENEFIT PAYMENTS
Subject to the other provisions of this Contract, upon written
notice from the Contractholder, the Company shall purchase
Annuities or make Cash Payments in such manner and amounts
specified by the Contractholder. The Contractholder may request
any one of the following
Annuity forms on behalf of a Participant:
[(a) Straight Life Form - This form of Annuity provides
payments during the lifetime of the Annuitant. Payments
will end with the last payment made on or preceding the
Annuitant's date of death.]
[(b) Joint and Survivor Form - This form of Annuity provides
periodic payments during the joint lifetime of the
Annuitant and the survivor Annuitant. Periodic payments
to the Annuitant will end with the last periodic payment
made preceding the Annuitant's death. Upon the
Annuitant's death, periodic payments in the amount of
[50]%, [66_]%, [751%, or [100]% (as elected by the
Annuitant) of the periodic payments payable to the
Annuitant, will be continued to the survivor Annuitant,
if living. Periodic payments will terminate with the last
periodic payment made preceding the later of the date of
death of the Annuitant and the survivor Annuitant.]
[(c) Life With Period Certain Form - This form of Annuity
provides payments during the lifetime of the Annuitant.
If the death of the Annuitant occurs before the Annuitant
has received the specified number of payments (as elected
by the Annuitant), the payments remaining will be paid to
a Beneficiary designated by the Annuitant. If no
Beneficiary has been designated or if the death of the
designated Beneficiary occurs before the Annuitant and
Beneficiary have received the total number of payments
due, the commuted value of the payments remaining will
be paid in a single sum. Such payment will be paid to the
estate of the last to die of the Annuitant and the
designated Beneficiary.]
Annuity purchases and Cash Payments may be made on any form
mutually agreeable between the Company and the Contractholder, in
accordance with the provisions of the Plan. The Company will
purchase the Annuity or provide the Cash Payment as described in
the Processing Annuity Purchases and Processing Cash Payments
provisions set forth on the Contract Summary Page.
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ARTICLE V - PAYMENT OF BENEFITS
(CONTINUED)
5.2 PURCHASE AND AMOUNT OF ANNUITY
The Company will purchase an Annuity by cancelling a number of
units in the designated Fund or Funds equal to the quotient of
the amount to be applied to purchase the Annuity divided by the
applicable unit value on the date of cancellation.
The amount of the Annuity will be determined by dividing the
dollar value of the units cancelled, less the amount of state
premium tax, if any, by the appropriate purchase rate, which may
not be less favorable than the purchase rate determined in
accordance with the Purchase Rate Basis set forth on the Contract
Summary Page.
If the number of units requested to be cancelled plus any
applicable expense charges and taxes exceed the number therein,
the amount of the Annuity will be limited to that which can be
purchased by the amount of the Variable Fund remaining after
withdrawal of any tax or charges specified in Article [VI].
5.3 SMALL ANNUITIES
If the amount to be applied to purchase an Annuity is less than
[$3,500], the Company may, instead of purchasing an Annuity, make
a Cash Payment to the Participant, Beneficiary, or
Contractholder. The Cash Payment will be equal to the amount to
be applied, less any tax or charges specified in Article [VI].
DC
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ARTICLE V - PAYMENT OF BENEFITS
(CONTINUED)
5.4 FACILITY OF PAYMENT
If any Annuitant is, in the judgment of the Company, legally,
physically, or mentally incapable of personally receiving any
payment due under this Contract, the Company may make payment or
any part thereof to another person, persons, or institutions who,
in the opinion of the Company, are then maintaining or have
custody of the Annuitant, until claim is made by the duly
appointed guardian or other legal representative of the Annuitant.
The payment shall constitute a full discharge of the liability of
the Company to the extent thereof. Upon notice to the Company of
the appointment of a legal guardian or other legal representative,
the Company will pay amounts only to the guardian or other legal
representative.
5.5 MISSTATEMENTS AND ADJUSTMENTS
If the age or any other relevant fact relating to any Annuitant is
found to have been misstated, the amount of Annuity payments
payable by the Company will be adjusted, unless some other
adjustment, satisfactory to the Contractholder and the Company is
made. The amount of the adjustment will be made on the basis of
the corrected information. The adjustment will be made without
changing the date of the first payment. Any adjustment made shall
be conclusive on any person affected by the adjustment. The dollar
amount of any underpayment made by the Company will be paid in
full with the next payment due. The dollar amount of any
overpayment by the Company will be deducted to the extent possible
from the next payment or payments.
5.6 CASH PAYMENTS OR LOANS
The Contractholder may notify the Company in writing that a Cash
Payment or loan has become payable in accordance with the Plan.
The Contractholder must specify the amount payable by the Company
from a Fund or Funds. The Company shall cancel the number of
units equal to the quotient of the amount divided by the
applicable unit value on the date of cancellation, and shall pay
the amount withdrawn to the Participant, Beneficiary, or
Contractholder (if a trust), less taxes and applicable charges,
in accordance with Article [VI]. If the Cash Payment results from
a termination of Plan or Reduction in Number of Participants, the
amount payable to each affected Participant or to the
Contractholder shall be made in accordance with Section [7.1].
This Section shall not apply to any payment made for the purpose
of reinvestment in accordance with the Plan without the approval
of the Company.
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ARTICLE V - PAYMENT OF BENEFITS
(CONTINUED)
5.6 CASH PAYMENTS OR LOANS (CONTINUED)
If, at any time, the Contractholder has Plan investment
authority, Cash Payments or loans made from this Contract shall
be limited to an amount equal to the amount of the Cash Payment
or loan times the quotient of the value of this Contract and the
amount of total Plan assets. Any Cash Payments or loan amounts
made from this Contract which exceed this limit shall be subject
to the Contingent Deferred Sales Charge, in accordance with
Section [6.4].
If the number of units to be cancelled for the payment of a Cash
Payment or loan exceeds the number of units in the Fund or Funds,
the payment will be limited to the dollar amount in the Fund or
Funds less taxes and applicable charges.
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ARTICLE VI - CHARGES
6.1 ADMINISTRATION CHARGE
In the event that an Administration Charge is due, as set forth on
the Contract Summary Page, the Company shall cancel units in the
Fund or Funds specified by the Contractholder equal in number to
the quotient of the amount of the charge, divided by the unit
value on the date of cancellation.
6.2 CONTRACT CHARGE
In the event that a Contract Charge is due, as set forth on the
Contract Summary Page, the Company shall cancel the number of
units in the Fund or Funds specified by the Contractholder equal
to the quotient of the Contract Charge amount divided by the unit
value on the date of cancellation.
6.3 ASSET MANAGEMENT CHARGE
The Company shall assess the Asset Management Charge, as set forth
on the Contract Summary Page, in accordance with Section [2.5].
[6.4 CONTINGENT DEFERRED SALES CHARGE
The Contingent Deferred Sales Charge Percentage, set forth on the
Contract Summary Page, will be applied to reduce the following:
dollar amount of a transfer to a Funding Successor;
Cash Payments to Officers and Owners for in-service
withdrawals (except loans, financial hardships taken
at least [12] months prior to separation of service,
and amounts required to be distributed as a result of
compliance with Section [401(a)(9)] of the Internal
Revenue Code), disability payments if such disability
does not meet the Social Security definition, or upon
severance of employment or retirement;
outstanding loan balances of Officers and Owners upon
payment of a Cash Payment on or after severance of
employment;
Cash Payments resulting from a termination of a Plan
or Reduction in Number of Participants; and
Cash Payments or loan amounts which exceed the limit
specified in Section [5.6].]
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ARTICLE VI - CHARGES
(CONTINUED)
6.5 OTHER EXPENSE CHARGES
For services rendered at the written request of the
Contractholder, the Company shall withdraw from a Fund or Funds
amounts sufficient to reimburse itself for expenses. The amounts
shall be determined by the Company in a manner consistent with
its general practices for contracts of this class for services it
renders with respect to the Plan or Contract.
6.6 OTHER EXPENSE WITHDRAWALS
The Contractholder may notify the Company in writing that the
Plan has incurred an expense and may direct that the amount be
paid from a Fund or Funds. The Company shall cancel Units equal
to the dollar value of the amount and shall pay the amount to the
person or entity specified in the notice.
6.7 PAYMENT OF CHARGES
With the agreement of the Company, the Contractholder may elect
to pay any charge in accordance with Sections [6.1], [6.2], or
[6.5] directly to the Company. In this event, the Company shall
notify the Contractholder of the amount of such charge, as of the
date such charge would otherwise have been withdrawn from a Fund
or Funds. If payment of such charge is not received by the
Company within [thirty-one (31)] days after the date of the
notice, the number of Units equal to the amount of such charge
will be cancelled.
16.8 PREMIUM TAX
The Company shall cancel Units in the Fund or Funds equal to the
amount of any premium tax levied by a state or other government
entity in addition to the taxes referred to in Section [5.2].]
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ARTICLE VII - PAYMENTS UPON TERMINATION OF PLAN -CONTRACT OR REDUCTION IN
NUMBER OF PARTICIPANTS
7.1 PAYMENTS UPON TERMINATION OF PLAN OR REDUCTION IN NUMBER
OF PARTICIPANTS
In the event that the Contractholder requests a payment from the
Contract due to Plan termination, merger of the Plan, or
Reduction in Number of Participants, the Contractholder shall
give written direction to the Company, in accordance with Section
[9.3], to make payments in one of the following manners:
(a) purchase an Annuity for each affected Participant;
(b) use all or a portion of the Variable Fund to make Cash
Payments to each affected Participant in accordance with Section
[5.6]. In this event, the Company will pay the amounts in
accordance with Article [VIll], less taxes and applicable charges
in accordance with Article [VI];
(c) use all or a portion of the Variable Fund to make payment
to a Funding Successor, in accordance with Section [8.2].
Payments will be made as described in the Processing Payments
Upon Plan Termination or Reduction in Number of Participants
provision set forth on the Contract Summary Page.
If any amount remains in the Variable Fund after all liabilities
of the Plan have been satisfied, the Company will pay the amount
to the Contractholder in accordance with Section [8.2].
Experience Rate Credits which would otherwise be credited after
the Plan is terminated and after the Variable Fund has been
exhausted, will be
paid to the Contractholder in cash.
7.2 TERMINATION OF CONTRACT
This Contract shall terminate on the date coinciding with:
(a) the day each Fund is exhausted by cancellation of Units,
or
(b) the day no further Annuity payments are payable
hereunder, whichever occurs later.
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ARTICLE VILL - TRANSFERS
8.1 NOTICE OF TRANSFER AND TRANSFER PAYMENTS
The Contractholder may, at any time, give written direction to the
Company to cancel all or part of the units in a Fund to provide
transfer Payments to a Funding Successor.
The unit cancellation will be made as described in the Processing
Transfers provision set forth on the Contract Summary Page.
8.2 VARIABLE FUND UNIT CANCELLATIONS AND TRANSFER PAYMENTS
The Company shall make a Transfer payment to the Funding Successor
equal to the product of the number of units cancelled and the unit
value on the date of cancellation less taxes and applicable
charges in accordance with Article [VI].
The Transfer payment will be made as described in the Processing
Transfers provision set forth on the Contract Summary Page.
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ARTICLE IX - GENERAL PROVISIONS
9.1 GUARANTEES AND CHANGE OF CONTRACT
The Company guarantees that the Contingent Deferred Sales Charge
Percentage set forth on the Contract Summary Page will not be
changed.
The Company guarantees that no provision of the Contract will be
changed before the fifth Contract Anniversary. The Company
reserves the right to change the provisions of this Contract at
any time thereafter, by giving written notice to the
Contractholder not less than [ninety (90)] days before the
effective date of the change.
Any portion of this Contract added or changed will be guaranteed
by the Company for one year against subsequent change.
Notwithstanding the other provisions of this Section, the Company
may amend the Contract when, in the opinion of the Company, an
amendment is necessary to protect the Company from adverse
financial impact due to any amendment to or modification of the
Plan, changes in the administrative practices adhered to by the
Plan, changes in investment options offered by the Plan, or the
action of any legislative, judiciary, or regulatory body, which
impact the Contract.
If the shares of a Fund should no longer be available for
investment by the Separate Account or if, in the judgment of the
Company, further investment in the shares of a Fund should become
inappropriate in view of the purposes of the Contract, the
Company may substitute shares of another Fund for Fund shares
already purchased or to be purchased in the future.
This Contract may also be changed in any respect, at any time, by
written agreement between the Contractholder and the Company.
No change will adversely affect the rights of any Participant
with respect to an Annuity purchased before the effective date of
the change unless:
(a) the change is required by a governmental agency, or
(b) the consent of each Participant in interest is obtained.
18
22
ARTICLE IX - GENERAL PROVISIONS
(CONTINUED)
9.1 GUARANTEES AND CHANGE OF CONTRACT (CONTINUED)
No agent or other person except an officer of the Company or
other Home Office official to whom authority has been delegated
has authority to change this Contract, to extend the times for
payment of Deposits, to waive any charges, or to bind the Company
by making any promise, representation or by giving any
information. Any change, extension, waiver, promise, or
representation shall not be construed as authority, or act as a
precedent, for the same or similar act performed by the Company
on another occasion.
9.2 CONTRACTHOLDER
The Contractholder shall be the representative under this
Contract of each Employer. The Contractholder may appoint an
authorized representative. The authorized representative must be
mutually agreeable to both the Company and the Contractholder.
The Company will deal only with the Contractholder or its
authorized representative. The Company shall be entitled to rely
on any action taken or omitted by the Contractholder or its
authorized representative pursuant to the terms of this Contract.
For purposes of this Article, Contractholder shall mean the
Contractholder or its authorized representative.
9.3 COMMUNICATION AND NOTIFICATION
All communications to the Contractholder or to the Company, as
required under this Contract, shall be in writing. The written
communication shall be addressed to the Contractholder at its
principal office or to the Company at its Home Office. The
Contractholder shall notify the Company of the following events
[thirty (30)] days prior to the effective date of the event:
(a) amendment or modification of the Plan;
(b) change in the administrative practices adhered to by the
Plan;
(c) change in the Investment Options offered by the Plan;
(d) Reduction in Number of Participants;
(e) Plan termination; or merger with another Plan for all or a
class of Participants.
The Contractholder shall notify the Company of a merger,
consolidation, or reorganization by the Employer within [thirty
(30)] days after the effective date of the event.
19
23
ARTICLE IX - GENERAL PROVISIONS
(CONTINUED)
9.4 PLACE OF PAYMENT-CURRENCY
All Deposits and other amounts payable by the Contractholder
shall be payable to the Company at its Home Office. All payments
by the Company under this Contract shall be payable at its Home
Office, except where payment at any other place is required by an
applicable law.
All monies payable under this Contract, whether to or by the
Company, shall be in lawful money of the United States of
America.
9.5 CERTIFICATES
The Company will issue an Annuity certificate to each person for
whom an ▇▇▇▇▇▇▇ is purchased under this Contract, as of the date
the first payment is made. In addition, if any applicable law
requires, the Company will issue a descriptive certificate to the
Contractholder for delivery to each Participant. Each descriptive
certificate will describe the benefits to which the person or
Participant is entitled under this Contract.
9.6 BENEFICIARY-SETTLEMENT OPTIONS
If this Contract provides for payment of any amount or amounts
after the death of an Annuitant to a person other than a survivor
Annuitant, payment shall be made to a Beneficiary designated by
such Annuitant. An Annuitant may change a Beneficiary previously
designated.
Any designation or change shall be made by filing a request with
the Company on a form satisfactory to it, and shall become
effective when entered upon the records of the Company. After any
such designation or change is entered, it shall relate back and
take effect as of the date of the request, but without prejudice
to the Company on account of any payments made by it before
receipt of such request.
The interest of any Beneficiary shall cease upon death, unless
the Annuitant has directed otherwise. If there is no designated
Beneficiary to receive any amount which becomes payable to a
Beneficiary, the amount shall be payable to the estate of the
last to die of the Annuitant and the Beneficiary.
The Company, in determining the existence, ages, or any other
facts relating to any persons designated as Beneficiaries, either
as a class or otherwise, may rely solely on any affidavit or
other evidence deemed satisfactory by it, and each and every
payment made by it in reliance thereon will, to the extent of
such payment, be a valid discharge of its obligation under this
Contract.
20
24
ARTICLE IX - GENERAL PROVISIONS
(CONTINUED)
9.6 BENEFICIARY-SETTLEMENT OPTIONS (CONTINUED)
If any payments other than a single sum become payable to one or
more Beneficiaries, and if the monthly amount of the payments
payable to any Beneficiary is less than [$20], or if the
Beneficiary is other than a natural person receiving payments in
its own right, the Company may, instead of making the payments,
pay the commuted value thereof in full settlement of its
liability such the payments.
If at any time the amount that would be payable in a single sum
to the Beneficiary, if such Annuitant were to die at that time,
exceeds [$3,500], the Annuitant and the Company may arrange, by
mutual agreement, a mode of settlement other than payment in a
single sum. If no mode of settlement has been arranged before the
death of an Annuitant, the Beneficiary and the Company may then
mutually agree upon a mode of settlement for the benefit of the
Beneficiary other than payment in a single sum.
9.7 EXPERIENCE RATE CREDITS
This Contract will be experience rated each calendar year by
application of the Company's experience rating plan enforce
during such year. Any experience rate credits which may arise
through such application will be credited to the Fund specified
by the Contractholder, except as provided in Section [7. 1
9.8 ASSIGNMENT
Except insofar as may be contrary to any applicable laws, all
Benefit Payments under this Contract are not assignable and are
not subject to the claims of any creditor.
9.9 INFORMATION-RECORDS
The Contractholder shall furnish all information which the
Company may reasonably require for the administration of this
Contract. If the Contractholder cannot furnish this information,
the Company may request the person concerned to furnish such
information. The Company will not be liable for the fulfillment
of any obligations until it receives all requested information in
a form satisfactory to it.
9.10 ENTIRE CONTRACT-CONSTRUCTION
This document, together with the attached Application, constitute
the entire Contract.
This Contract will be construed according to the laws of the
jurisdiction set forth on the cover page of this document.
21
25
APPLICATION FOR GROUP ANNUITY CONTRACT
MADE TO
NATIONWIDE LIFE INSURANCE COMPANY
(CALLED NATIONWIDE)
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43216
TRUSTEE(S) OF THE TEAM FINANCIAL, INC- 401(k) PLAN TRUST
(EXACT NAME OF APPLICANT, E.G., ABC COMPANY, INC. OR TRUSTEES OF
XYZ COMPANY. INC. RETIREMENT TRUST)
The Applicant applies for Group Annuity Contract Form No. APO-2243. The
Applicant approves and accepts the terms of the Contract. The Applicant
certifies that to the best of its knowledge.,
The Applicant has the authority to enter into the Contract. The Applicants plan
qualifies under Section 401 of the Internal Revenue Code. If not so qualified,
describe type of plan:_______________________________________________________
The Applicant, if a sole proprietorship or partnership: is a financially
sophisticated law, accounting, investment banking, pension consulting, or
investment advisory firm with financial/business knowledge and experience,
capable of adequately representing its interests and those of its employees; or
has obtained the advice of an independent expert financial or business adviser
having no affiliation or material business relationship with Nationwide Life,
and capable of adequately representing the interest of the Applicant and its
employees: and the plan covers only employees of a single employer or employees
of interrelated partnerships. This Contract is a permissible investment under
the Applicants plan.
If Nationwide fails to accept this Application, the value of each Fund will be
refunded.
▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Services is designated to receive any commissions
payable under this Contract.
I hereby represent that I have selected the funds as described on the reverse
side of this application. (Application, number APO-3322)
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------- ----------------------------
Signature of Licensed Agent License Number Applicant Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------- ----------------------------
Signature of Licensed Agent License Number Typed or Printed Name
President
---------------------------
Title (Trustee, If
Applicable)
▇▇▇▇▇ ▇▇ 1/21/99
-------------- ----- ---------------------------
Signed At City State Date
ALL CONTRACT VALUES BASED ON THE INVESTMENT RESULTS OF A VARIABLE FUND ARE
VARIABLE (MAY INCREASE OR DECREASE) AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
APO-3322 Case Number 240-70191 (10/98)
26
The Contract shall include the following Funds of the Separate Account.
PRIMARY PLUS INVESCO FUNDS: PRIMARY
Public Funds Public Funds
------------ INVESCO Dynamics Fund ------------
AMERICAN CENTURY: INVESCO Total Return Fund AMERICAN CENTURY:
Income & Growth - Advisor Class LAZARD FUNDS: ▇▇▇▇▇▇ Short Term Government
Twentieth Century International Lazard Small Cap Open Fund Twentieth Century Growth
Growth - Advisor Class ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇: Twentieth Century Ultra
DREYFUS: [X] Genesis Trust JANUS FUNDS:
A Bonds Plus, Inc. Guardian Trust Janus Fund
[X] Appreciation Fund, Inc. Partners Trust [X] Janus Twenty Fund
Balanced Fund, Inc. ▇▇▇▇▇▇▇▇▇▇▇ FUNDS: [X] Janus Worldwide Fund
Dreyfus Third Century Fund, Inc. Global Fund ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇:
FEDERATED: PRESTIGE ADVISOR: Limited Maturity Trust
Federated Bond Fund - Class F Balanced Fund - Class A
[X] Federated High Yield Trust International Fund - Class A
FIDELITY ADVISOR FUNDS: Large Cap Growth Fund - Class A
Balanced Fund - Class A Large Cap Value Fund - Class A
[X] Equity Income Fund - Class A Small Cap Fund - Class A X
Growth Opportunities Fund - Class A STRONG FUNDS:
High Yield Fund - Class T Strong Common Stock Fund
FRANKLIN MUTUAL SERIES: ▇▇▇▇▇▇▇▇▇ FUNDS:
Mutual Shares Fund - Class I ▇▇▇▇▇▇▇▇▇ Foreign Fund - Class I
NATIONWIDE ADVISORY SERVICES, INC.: WARBURG PINCUS:
Bond Fund - Class D Emerging Growth Fund
Fund - Class D Global Fixed Income Fund
Growth Fund - Class D Insurance Funds
Intermediate U.S. Government Bond NATIONWIDE FUNDS:
Fund - Class D Nationwide Small Company Fund
[X] Money Market Fund
S&P 500 Index Fund R Personal Portfolio Series
XX Fidelity Puritan Fund -- Optional Fund
XX Fidelity Asset Manager -- Optional Fund
XX S & P 500 Indexed Fund -- Primary Fund
XX Fidelity VIP Contrafund Portfolio -- Optional Fund
APO-3322 Case Number 240-70191 (10/98)
27
GENERAL PURPOSES AND LIMITATIONS OF THE
KANSAS LIFE AND HEALTH
INSURANCE GUARANTY ASSOCIATION
K.S.A. 40-3001 et. seg.
DISCLAIMER
THE KANSAS LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION MAY NOT PROVIDE
COVERAGE FOR ALL OR A PORTION OF THIS POLICY. IF COVERAGE IS PROVIDED IT MAY
BE SUBJECT TO SUBSTANTIAL LIMITATIONS OR EXCLUSIONS, AND IS DEPENDENT UPON
CONTINUED RESIDENCE IN KANSAS. THEREFORE YOU SHOULD NOT RELY UPON COVERAGE BY
THE KANSAS LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION IN SELECTING AN
INSURANCE COMPANY OR IN SELECTING AN INSURANCE POLICY. INSURANCE COMPANIES AND
THEIR AGENTS ARE PROHIBITED BY LAW FROM USING THE EXISTENCE OF THE KANSAS LIFE
AND HEALTH INSURANCE GUARANTY ASSOCIATION IN SELLING YOU ANY FORM OF AN
INSURANCE POLICY, OR TO INDUCE YOU TO PURCHASE ANY FORM OF AN INSURANCE
POLICY. EITHER THE KANSAS LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION OR
THE KANSAS INSURANCE DEPARTMENT WILL RESPOND TO ANY QUESTIONS YOU MAY HAVE
REGARDING THIS DOCUMENT.
THE KANSAS LIFE AND HEALTH
INSURANCE GUARANTY ASSOCIATION
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
THE KANSAS INSURANCE DEPARTMENT
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
This is a summary of the basic provisions of the Kansas Life and Health
Insurance Guaranty Association Act. It is only a summary, and does not provide
an in depth analysis of that act. Nothing in this summary modifies the rights
of persons who are protected by the act, or the rights or duties of the
association.
The purpose of the Kansas Life and Health Insurance Guaranty Association Act
is to protect certain individuals' who purchase life insurance, annuities or
health insurance in Kansas. The act provides for the establishment of a
funding mechanism to pay benefits or provide insurance coverage to individuals
when a life or health insurance company is unable to meet its obligations by
reason of insolvency or financial impairment.
28
However, not all individuals with a right to recover under life or health
insurance policies are protected by the act. An individual is only provided
protection when:
1. the individual, regardless of where they reside, except for nonresident
certificate holders under group policies or contracts, is the beneficiary,
assignee or payee of a covered policy or contract holder,
2. the individual policy or contractholder is a resident of the State of
Kansas,
3. the individual is not a resident of the State of Kansas, but only with
respect to an annuity contract which has been awarded pursuant to a
judgement or settlement agreement in a medical malpractice liability
action,
4. the individual is not a resident of the State of Kansas, but only under all
of the following conditions:
a. the impaired or insolvent insurer was a Kansas domestic insurer; and
b. the insurer never has a license to do business in the state the
individual resides and
c. the state in which the individual resides has an association similar to
this state's; and
d. the individual is not eligible for coverage by the association of the
state in which the individual resides.
Additionally, the association may not provide coverage for the entire amount the
individual expects to receive from the policy. The association does not provide
coverage for any portion of the policy where the individual has assumed the
risk, for any policy of reinsurance, for interest rates that exceed a specified
average rate, for employers' plans that are self funded, for parts of plans that
provide dividends or credits in connection with the administration of the
policy, for policies sold by companies not authorized to do business in Kansas,
or for any unallocated annuity contract. Also, the association will not provide
coverage where any guaranty protection is provided to the individual under the
laws of the insolvent or impaired insurer's state of domicile.
The act also limits the amount the association is obligated to pay individuals
on various policies. The association does not pay more than the amount of the
contractual obligation of the insurance company. Regardless of the number of
policies or contracts the association is not obligated to pay amounts over
$100,000 in net cash surrender and benefits for life insurance, $100,000 net
cash surrender and benefits for health insurance, $100,000 in the present value
of annuity benefits unless the annuity contract is awarded pursuant to a
judgement or settlement agreement in a medical malpractice liability action.
Finally, the association is never obligated to pay more than $200,000 in the
aggregate for the above coverages as respects any one life.
29
ENDORSEMENT
Group Separate Account Annuity Contract
(APO-2243, APO-2243-NM, APO-2243-NY, APO-2243-OR,
APO-2243-Wl, APO-2243-MO, APO-2243-WA, APO-2954, AND APO-1472)
Attached to and made a part of this Contract by
NATIONWIDE LIFE INSURANCE COMPANY
ONE NATIONWIDE PLAZA
COLUMBUS, OH 43215
WHEREAS, the above referenced group annuity contract was issued to Trustee(s) of
the Team Financial, Inc. 401(k) Plan Trust (the "Contractholder") by NATIONWIDE
LIFE INSURANCE COMPANY (the "Company"); and
WHEREAS, the Company and the Contractholder wish to modify this contract
pursuant to Section 9.1.
NOW, THEREFORE, the Company hereby endorses the Contract as follows:
1.The Asset Management Charge on the Contract Summary page is hereby revised to
read as follows:
Asset Management Charge: 0.40% for Funds selected by the Contractholder
from Primary Plus on the Application. This
represents a 0.45% reduction in the standard Asset
Management Charge of 0.85%.
0.60% for Funds selected by the Contractholder
from Primary on the Application. This represents a
0.25% reduction in the standard Asset Management
Charge of 0.85%.
0.60% for Funds selected by the Contractholder
from Optional on the Application. This represents
a 0.25% reduction in the standard Asset Management
Charge of 0.85%.
APO-3220 1 GA-P AM29
30
The Asset Management Charge will be reviewed, and
changed if appropriate, on the first Contract
Anniversary occurring no earlier than six months
from the Effective Date of this endorsement and on
each Contract Anniversary thereafter. The sum of
amounts in this Contract and the Companion
Contract(s), calculated by averaging the beginning
balances for such contracts for the two month
period prior to the month of the Contract
Anniversary Date, will determine whether or not a
change in the Asset Management Charge applies, per
the following schedule:
Sum of Amounts in this Contract Reduction in the Reduction in the Reduction in the
and the Companion Contract (s) Standard Asset Standard Asset Standard Asset
Management Management Management
Charge for. Primary Charge for Charge for
Plus Primary Optional
$ 760,000 -.$ 999,999 0.55% 0.35% 0.30%
$ 1,000,000 - $ 1,499,999 0.60% 0.40% 0.30%
$ 1,500,000 - $ 1,999.999 0.65% 0.45% 0.30%
$ 2,000,000 - $ 2,249,999 0.71% 0.51% 0.31%
$ 2,250,000 - $ 2,499,999 0.73% 0.53% 0.33%
$ 2,500,000 - $ 2,749,999 0.75% 0.55% 0.35%
$ 2,750,000 - $ 3,124,999 077% 0.57% 0.37%
$ 3,125,000 - $ 3,499,999 0.79% 0.59% 0.39%
$ 3,500,000 - $ 4,124,999 0.81% 0.61% 0.41%
$ 4,125,000 - $ 4,874,999 0.83% 0.63% 0.43%
$ 4,875,000 - $ 5,749,999 0.85% 0.65% 0.45%
$ 5,750,000 - $ 6,999,999 0.87% 0.67% 0.47%
$ 7,000,000-. $ 8,499,999 0.89% 0.69% 0.49%
$ 8,500,000 - $ 9,999,999 0.91% 0.71% 0.51%
$10,000,000 - $11,499,999 0.93% 0.73% 0.53%
$11,500,000 - $12,999,999 0.95% 0.75% 0.55%
$13,000,000 - $14,999,999 0.97% 0.77% 0.57%
$15,000,000 - $16,999,999 0.99% 0.79% 0.59%
$17,000,000 - $18,999,999 1.00% 0.80% 0.60%
$19,000,000 - $21,999,999 1.01% 0.81% 0.61%
$22,000,000 - $24,999,999 1.02% 0.82% 0.62%
$25,000,000 - $29,999,999 1.03% 0.83% 0.63%
2
31
If the sum of amounts in this Contract and the
Companion Contract(s) decreases to less than
$750,000 during any Contract Year, the Asset
Management Charge will be determined in accordance
with uniform procedures applicable to all
contracts of this class. Any change in the Asset
Management Charge will be effective on the next
Contract Anniversary.
2. The Contract Summary Page is hereby modified to include the following:
Managed Segregated Asset Account Investment Management, and Administrative
Charges:
Personal Portfolio Series 6 1.25%
Personal Portfolio Series 5 1.25%
Personal Portfolio Series 4 1.15%
Personal Portfolio Series 3 1.10%
Personal Portfolio Series 2 1.00%
Personal Portfolio Series 1 1.00%
3. Article 1, DEFINITIONS is hereby modified by deleting Section 1.8 (which is
Section 1.5 in APO-1472) and its respective definition and replacing it in
its entirety. Sections 1.16 and 1.17 (which are Sections 1.12 and 1.13 in
APO-1472) are being added as follows:
(1.5)1.8 FUND - a Mutual Fund or a sub-account of the Managed. Segregated
Asset Account specified in the Application, in which assets of a
Series will be invested.
(1.12)1.16 MANAGED SEGREGATED ASSET ACCOUNT or ("MANAGED ACCOUNT") the
Nationwide Pensions Managed Variable Account which is a
segregated account maintained by the Company with respect to a
portion of its assets in connection with this Contract and
certain other group annuity contracts.
The Managed Account will be divided into sub-accounts each of
which is composed of a portfolio of investments with distinct.
risk and reward characteristics which reflect the investment
preferences of Participants. Each portfolio may consist of
domestic and foreign
3
32
(1.12)1.16 MANAGED SEGREGATED ASSET ACCOUNT or ("MANAGED ACCOUNT")
continued
company common and preferred stocks; domestic and foreign debt
securities; cash equivalent securities; cash; and any other
investment suitable for a retirement plan qualified under
Section 401 of the Internal Revenue Code.
The assets of the Managed Account will be held for the sole
benefit of all contracts which provide for the dollar amount of
contract values to vary to reflect investment results of the
Managed Account.
All, income, gains, and losses, whether or not realized from
assets allocated to the Managed Account shall be credited to or
charged against the Managed Account without regard to the other
income, gains or losses of the Company. There shall also be
charged against the Managed Account - the amounts that are
determined by the Company to be allocable to the Managed Account
as investment expense and as contributions to any statutory
special contingent reserve fund established for the Managed
Account.
The dollar value of the Managed Account in any Business Day is
equal to the sum of the dollar values of the sub-accounts in
each Business Day.
(1.13)1.17 MUTUAL FUND - a registered investment management company.
4. Article 11, Section 21, Variable Fund is hereby modified as follows:
SECTION 2.1 VARIABLE FUND
The Company shall establish and maintain one or more Variable Funds
reflecting the Contracts' experience in the Separate Account and the Managed
Segregated Asset Account. The Company shall provide to the Contractholder an
annual accounting of all financial transactions occurring with respect to
this Contract.
5. Article 11, Section 2.5, Valuation Factor is hereby deleted in its entirety
and replaced as follows:
4
33
SECTION 2.5 VALUATION FACTOR
The Valuation Factor for the Separate Account represents 2 means of
reflecting, in the unit value, the effective investment return of a Series in
the Separate Account. In determining the effective investment return, the
Company will take into account the investment income and market value changes
after provision for taxes applicable to contracts of this class arising from
the operation of such Series and after provision for the Asset Management
Charge set forth in the Contract Summary Page. The Valuation Factor for a
Series for any Business Day is equal to the quotient oil (a) divided by (b),
where:
(a) is the dollar amount at the end of the Business Day resulting, after
provision for the taxes described in the preceding paragraph and the
Asset Management Charge, from $1,000 in the Series at the end of the
immediately preceding Business Day, and
(b) is $1,000.
The aggregate of the amounts by which the Series is reduced each year for
taxes, if any, shall be deducted to the extent possible from the Series
investment income, and any balance will be deducted from the principal of the
Separate Account.
The Valuation Factor for the sub-accounts of Managed Segregated Asset Account
represents a means of reflecting, in the unit value, the effective investment
return of a sub-account. In determining the effective investment return, the.
Company will take into account the investment income and market value changes
after provision for the Managed Segregated. Asset Account Investment
Management and Administrative Charges set forth on the Contract Summary Page.
If there is no readily available market as to any portion of the Managed
Segregated Asset Accounts assets, the Company will value that portion at fair
market value in accordance with accepted accounting practices and applicable
laws and regulations.
The Valuation Factor for a sub-account for any Business Day is equal to the
quotient of (a) divided by (b), where:.
5
34
SECTION 2.5 VALUATION FACTOR continued
(a) is the dollar amount at the end of the Business Day resulting, after
provision for the Managed Segregated Asset Account Investment
Management and Administrative Charges, from $1,000 in the
sub-account at the end of the immediately preceding Business Day,
and
(b) is $1,000.
The aggregate of the amounts by which the sub-account is reduced each year
for taxes, if any, shall be deducted to the extent possible from the
sub-account investment income, and any balance Will be deducted from the
principal of the Managed Account.
6. Article IX - General Provisions, Section 9.1, Guarantees and. change of
Contract is modified as follows:
9.1 GUARANTEES AND CHANGE OF CONTRACT
The second paragraph (the first paragraph in APO-1472) is deleted in its
entirety and replaced with the following:
The Company guarantees that no provision of the Contract except the Managed
Segregated Asset Account investment policy will be changed before the second
Contract Anniversary. The Company reserves the right to change the provisions
of this Contract at any time thereafter, by giving written notice to the
Contractholder not less than ninety (90) days before the effective date of
the change.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
PRESIDENT SECRETARY
6