PFL LIFE FUND SHAREHOLDER SERVICES AGREEMENT
This Agreement is entered into on October 18, 2000, between PFL Life
Insurance Company ("PFL"), an Iowa corporation, and Ascend Financial Services,
Inc. ("Ascend"), a subsidiary of Minnesota Mutual companies, Inc. and a
corporation domiciled in the State of Minnesota; and
WHEREAS, PFL issues variable life insurance policies and variable
annuity contracts (collectively the "Variable Contracts") through its variable
separate accounts ("Separate Accounts") which, in turn, invest in designated
registered investment companies, including Advantus Series Fund, Inc. (the
"Fund") and its Portfolios, each of which is an investment option offered by the
Variable Contracts; and
WHEREAS, the Fund has adopted a plan of distribution (the "Plan of
Distribution") pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the terms of which provide for certain payments to Ascend in exchange for both
distribution and non-distribution related services to the Fund; and
WHEREAS, PFL desires to provide to the Fund, on behalf of Ascend, the
services described in the Plan of Distribution, and Ascend desires to have PFL
provide such services in the manner described herein; and
WHEREAS, the parties believe that Ascend's payment to PFL of the fees
described herein is a fair and reasonable basis upon which to compensate PFL for
the services provided under this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. SERVICES: PFL agrees to provide the following services to the
Fund on behalf of Ascend:
A. DISTRIBUTION-RELATED SERVICES. Distribution-related
services provided pursuant to this Agreement shall
include payment for, among other things, the printing of
Fund prospectuses and reports used for sales purposes,
preparing and distributing sales literature and related
expenses, advertisements, education of contract owners
or dealers and their representatives, trail commissions,
and other distribution-related expenses, including a
prorated portion of the overhead expenses of the
Distributor or the Insurance Companies which are
attributable to the distribution of the Fund Shares.
B. NON-DISTRIBUTION RELATED SERVICES. Non-distribution
services provided pursuant to this Agreement shall
include payment for, among other things, responding to
inquiries from owners of Variable Contracts regarding
the Fund, printing and mailing Fund prospectuses and
other shareholder communications to existing Variable
Contract owners, direct communications with Variable
Contract owners regarding Fund operations and Portfolio
composition and performance, furnishing personal
services or such other enhanced services as the Fund or
a Variable Contract may require, or maintaining customer
accounts and records.
2. PAYMENTS TO PFL.
For the Distribution and Non-Distribution Related Services
described herein, Ascend agrees to pay PFL on a quarterly basis
an amount that is equal, on an annual basis, to .20% of the
average combined daily net assets of all the designated
Portfolios of the Fund which are attributable to the Variable
Contracts and part of the Plan of Distribution.
The payments contemplated by this paragraph shall be calculated
by Ascend at the end of each quarter and will be paid to PFL
within thirty (30) days thereafter. Payment will be accompanied
by a statement showing the calculation of the quarterly amount
payable and such other supporting data as may be reasonably
requested by PFL.
3. NATURE OF THE PAYMENTS. The parties recognize and agree that
Ascend's payments to PFL hereunder relate solely to the services
to the Fund described in this Agreement and performed by PFL on
behalf of Ascend.
4. TERM. This Agreement shall remain in full force and effect for
any Portfolio of the Fund only so long as such Portfolio is
subject to the provisions of the Plan of Distribution, unless
terminated in accordance with paragraph 5.
5. TERMINATION. This Agreement may be terminated by either party
upon sixty (60) days advance written notice or immediately upon
termination of the Plan of Distribution.
6. REPRESENTATIONS BY PFL. PFL represents and agrees that it will
maintain and preserve all records as required by law to be
maintained and preserved by it in connection with the services
described herein and that it will otherwise comply with all
laws, rules and regulations applicable to the performance of the
services.
PFL represents that it will indemnify and hold Ascend, the Fund
and the Fund's advisor and sub-advisors harmless from any and
all direct or indirect liabilities or losses resulting from
negligent actions or inactions, of or by it or its officers,
employees or agents regarding its responsibilities under this
Agreement. This indemnification shall survive the termination of
this Agreement.
PFL represents that neither it nor any of its officers,
employees or agents are authorized to make any representation
concerning Fund shares except those contained in the
registration statement or prospectus for the Variable Contracts,
as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy
statements for the Separate Accounts, or in sales literature or
other promotional materials approved by the Fund or its designee
or by Ascend, except with the permission of the Fund or Ascend
or the designee of either.
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7. AUTHORITY. This Agreement shall in no way limit the authority of
the Fund, its adviser or Ascend to take such action as any of
those parties may deem appropriate or advisable in connection
with all matters relating to operations of the Fund and/or the
sale of its shares. PFL agrees and understands that the
obligations of Ascend under this Agreement are not binding upon
the Fund.
8. MISCELLANEOUS. This Agreement may be amended only upon mutual
agreement of the parties hereto in writing. This Agreement may
not be assigned by a party, by operation of law or otherwise,
without the prior written consent of the other party. This
Agreement constitutes the entire agreement between the parties
with respect to the matters described herein and supersedes any
previous agreements and documents with respect to such matters.
It may be executed in counterparts, each of which shall be
deemed to be an original but all of which shall together
constitute one and the same instrument. PFL agrees to notify
Ascend promptly if for any reason it is unable to perform fully
and promptly any of its obligations under this Agreement.
9. INDEPENDENT CONTRACTOR. For purposes of this Agreement, PFL is
an independent contractor and its employees or its associates
shall not be employees of Ascend. Services performed by PFL on
behalf of Ascend shall be as its agent, and records maintained
by PFL on behalf of Ascend shall be considered to be those of
Ascend.
IN WITNESS WHEREOF, PFL and Ascend have caused this Agreement to be
executed in duplicate by their executive officers. This Agreement shall be
effective on October 18, 2000.
PFL LIFE INSURANCE COMPANY
By: /s/XXXXX X. XXXXXX
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Name: XXXXX X. XXXXXX
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Title: PRESIDENT
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ASCEND FINANCIAL SERVICES, INC.
By: /s/XXXXXX X. XXXXXXXX
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Name: XXXXXX X. XXXXXXXX
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Title: PRESIDENT
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