ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the 1st day of October, 2002, by and between
INVESCO Funds Group, Inc. ("INVESCO"), and The Manufacturers Life Insurance
Company (U.S.A.) ("Manulife USA"), a Michigan corporation, collectively, the
"Parties."
WITNESSETH:
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WHEREAS, INVESCO serves as the administrator for the INVESCO Variable
Investment Funds, Inc. (the "Company"); and
WHEREAS, Manulife USA has entered into an agreement, dated October 1, 2002,
with the Company, INVESCO Distributors, Inc. and INVESCO (the " Fund
Participation Agreement") pursuant to which the Company will make shares of
certain of its managed portfolio of securities ("Portfolios") available to
certain variable life insurance and/or variable annuity contracts offered by
Manulife USA through certain separate accounts (the "Separate Accounts") at net
asset value and with no sales charges, subject to the terms of the Fund
Participation Agreement; and
WHEREAS, the Fund Participation Agreement provides that the Company will
bear the costs of preparing, filing with the Securities and Exchange Commission,
printing or duplicating and mailing the Company's (or the Portfolios')
prospectus, statement of additional information and any amendments or
supplements thereto, periodic reports to shareholders, Fund proxy material and
other shareholder communications (collectively, the "Fund Materials") required
by law to be sent to owners of Contracts ("Contract Owners") who have allocated
any Contract value to a Portfolio; and
WHEREAS, the Fund Participation Agreement provides that Manulife USA, at
its expense, will provide various administrative and shareholder contact
services with respect to prospective and actual Variable Contract Owners of
Manulife USA; and
WHEREAS, the Fund Participation Agreement makes no provision for the rate
at which each party shall incur expenses in connection with the servicing of
Contract Owners who have allocated Contract value to a portfolio, including, but
not limited to, responding to various Contract Owner inquiries regarding a
Portfolio; and
WHEREAS, the Parties hereto wish to allocate the expenses in a manner that
is fair and equitable, and consistent with the best interests of Contract
Owners; and
WHEREAS, the Parties hereto wish to establish a means for allocating the
expenses that does not entail the expense and inconvenience of separately
identifying and accounting for each item of Fund expense;
NOW THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
[INVESCO ICON] INVESCO(R)
I. SERVICES PROVIDED
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Manulife USA agrees to provide services to the Company and INVESCO including the
following:
a) responding to inquiries from Manulife USA Contract Owners using one or more
of the Portfolios as an investment vehicle regarding the services performed
by Manulife USA as they relate to INVESCO, the Company or its Portfolios;
b) providing information to INVESCO or the Company and to Contract Owners with
respect to shares attributable to Contract Owner accounts;
c) communicating directly with Contract Owners concerning INVESCO or the
Company's operations;
e) providing such similar services as INVESCO or the Company may reasonably
request to the extent permitted or required under applicable statutes,
rules and regulations.
II. EXPENSE ALLOCATIONS
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Subject to Section III hereof, and the provisions of Article IV of the Fund
Participation Agreement, Manulife USA or its affiliates shall initially bear the
costs of the following:
a) printing and distributing all Fund Materials to be distributed to
prospective Contract Owners except as may otherwise be provided in the Fund
Participation Agreement;
b) printing and distributing all sales literature or promotional material
developed by Manulife USA or its affiliates and relating to the Contracts;
c) servicing Contract Owners who have allocated Contract value to a Portfolio,
which servicing shall include, but is not limited to, the items listed in
Paragraph I of this Agreement.
Ill. PAYMENT OF EXPENSES
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In recognition of the substantial savings in administrative expenses to INVESCO
and the Company by virtue of having a sole shareholder, Manulife USA, and having
that shareholder be responsible for the servicing of the Contract Owners,
INVESCO will pay an administrative service fee to Manulife USA, as described
below:
a) INVESCO shall pay to Manulife USA an Administrative Services Fee
(hereinafter, the "Quarterly Fee") equal to a percentage of the average
daily net assets of the INVESCO VIF- Utilities Fund attributable to the
Separate Account(s) offered by Manulife USA, at the annual rate referenced
by the table below:
ASSETS ANNUAL % RATE
$1-25 Million 0.30%
$25-50 Million 0.35%
$50-100 Million 0.40%
$100-150 Million 0.45%
$Over $150 Million 0.50%
[INVESCO ICON] INVESCO(R)
The preceding table shall be based upon aggregate net assets placed by
the Manulife USA in the INVESCO VIF-Utilities Fund. The Quarterly Fee
is in consideration of the expenses incurred by Manulife USA pursuant
to Section II hereof. The payment of the Quarterly Fee shall commence
on the date first indicated above.
b) From time to time, the Parties hereto shall review the Quarterly Fee to
determine whether it reasonably approximates the incurred and anticipated
costs, over time, of Manulife USA in connection with its duties hereunder.
The Parties agree to negotiate in good faith any change to the Quarterly
Fee proposed by another Party in good faith.
c) This Agreement shall not modify any of the provisions of Article IV or
Article VI of the Fund Participation Agreement, but shall supplement those
provisions.
IV. TERM OF AGREEMENT
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This Agreement shall continue in effect for so long as Manulife USA or its
successor(s) in interest, or any affiliate thereof, continues to hold shares of
the Company or its Portfolios, and continues to perform in a similar capacity
for the Company and INVESCO.
V. CONFIDENTIALITY
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Each party agrees to maintain all information about the other party that it may
acquire pursuant to this Agreement in confidence, and each party agrees not to
use, or permit the use of, any such information for any purpose except that set
forth herein, or to disclose any such information to any person, without the
prior written consent of the other party. This provision shall survive the
termination of this Agreement.
VI. INDEMNIFICATION
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(a) Manulife USA agrees to indemnify and hold harmless the Company and INVESCO,
and their officers, employees, and directors, from any and all loss,
liability and expense resulting from the gross negligence or willful
wrongful act of Manulife USA under this Agreement, except to the extent
such loss, liability or expense is the result of the willful misfeasance,
bad faith or gross negligence of the Company or INVESCO in the performance
of its duties, or by reason of the reckless disregard of their obligations
and duties under this Agreement.
(b) The Company and INVESCO agree to indemnify and hold harmless Manulife USA
and its officers, employees, and directors from any and all loss, liability
and expense resulting from the gross negligence or willful wrongful act of
the Company or INVESCO under this Agreement, except to the extent such
loss, liability or expense is the result of the willful misfeasance, bad
faith or gross negligence of Manulife USA in the performance of its duties,
or by reason of the reckless disregard of its obligations and duties under
this Agreement.
[INVESCO ICON] INVESCO(R)
VII. NOTICES
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Notices and communications required or permitted hereby will be given to the
following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:
INVESCO Funds Group, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Senior Vice President
FAX: 000-000-0000
The Manufacturers Life Insurance Company U.S.A.
00 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Chief Legal Officer
FAX (000) 000-0000
VIII. APPLICABLE LAW
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Except insofar as the Investment Company Act of 1940 or other federal laws and
regulations may be controlling, this Agreement will be construed and the
provisions hereof interpreted under and in accordance with Delaware law, without
regard for that state's principles of conflict of laws.
IX. EXECUTION IN COUNTERPARTS
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This Agreement may be executed simultaneously in two or more counterparts, each
of which taken together will constitute one and the same instrument.
X. SEVERABILITY
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If any provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby.
Xl. RIQHTS CUMULATIVE
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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, that the Parties are entitled to under federal and state laws.
XII. HEADINGS
--------
The headings used in this Agreement are for purposes of reference only and shall
not limit or define the meaning of the provisions of this Agreement.
[INVESCO ICON] INVESCO(R)
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.
INVESCO FUNDS GROUP, INC. THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.)
By: /s/Xxxxxx X. Xxxxxx By: /s/Xxxxx X. Xxxx
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Xxxxxx X. Xxxxxx Name: Xxxxx Xxxx
Senior Vice President & Treasurer Title: Senior Vice President
INVESCO VARIABLE INVESTMENT FUNDS, INC.
By: /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Treasurer
[INVESCO ICON] INVESCO(R)
