ADMINISTRATIVE SERVICES AGREEMENT

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made as the [21] day of December, 2016, by and among: Xxxxxxx Research and Management (“CRM”), a business trust organized under the laws of the Commonwealth of Massachusetts, and Woodmen of the World Life Insurance Society (the “Company”), a life insurance company organized under the laws of the State of Nebraska, for the provision of administrative services by the Company.

WHEREAS, the Company has entered into an Administrative Services Agreement, dated February 18, 2003, as amended and assigned, with Xxxxxxx Investment Management, Inc. (“CIM”) (the “Xxxxxxx Services Agreement”). The Xxxxxxx Services Agreement was entered into in connection with administrative services to be provided by the Company to Xxxxxxx Variable Products, Inc. (the “Fund”).

WHEREAS, CRM, a wholly-owned subsidiary of Xxxxx Xxxxx Corp., has agreed to purchase substantially all of the business assets of CIM, investment adviser to the Fund, subject to various closing conditions (the “Transaction”). In the Transaction, which will close once the conditions to closing have been satisfied (the “Transaction Date”), CRM will assume only specified business assets of CIM and will not assume any of CIM’s liabilities. The Transaction Date is anticipated to be on or about December 30, 2016;

WHEREAS, as of the Transaction Date, CRM will become the investment adviser to the Fund, and CIM will no longer provide investment advisory or other services to the Fund; and

WHEREAS, the Company and CRM desire to continue the current arrangement for the provision of administrative services to the Fund, as described in the Xxxxxxx Services Agreement following the closing of the Transaction.

NOW THEREFORE, in consideration of the mutual benefits and promises contained herein, the parties hereto agree as follows:

SECTION 1. The parties hereto hereby adopt all terms of the Xxxxxxx Services Agreement and agree that the terms of the Xxxxxxx Services Agreement that relate to CIM will now relate to CRM, except as otherwise provided herein.

SECTION 2.    Company confirms that all of its representations, warranties and conditions in the Xxxxxxx Services Agreement continue in full force and effect.

SECTION 3. No party hereto shall have any duty, responsibility or liability whatsoever to any other party hereto with respect to the Xxxxxxx Services Agreement prior to the Transaction Date, and the Xxxxxxx Services Agreement shall be of no force or effect with respect to the parties hereto except as otherwise specifically provided in this Agreement.

SECTION 4. The parties agree that CRM shall only assume liability under the Agreement as of the Transaction Date, and CRM and its affiliates shall have no liability whatsoever (including, without limitation, any indemnification obligation) for any act or omission of the Company prior to the Transaction date, or for any costs, expenses, loses, damages, liabilities of any kind whatsoever, arising prior to the Transaction Date.

SECTION 5.    All notices to CRM pursuant to the Agreement shall be sent as follows:

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Xxxxxxx Research and Management

Xxx Xxxxxxxxxxxxx Xxxxx

Xxxxxx, XX 00000

Attn: Chief Legal Officer

SECTION 6. The occurrence of the Transaction on the Transaction Date is a condition precedent to the effectiveness of the terms of this Agreement. Upon the effectiveness of this Agreement, the parties hereto agree that the Xxxxxxx Services Agreement shall no longer have any force or effect.

SECTION 7. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission or delivered by scanned image (e.g.. pdf, .tiff, jpg, ..jpeg or other file extension) as an attachment to an email. Such facsimile or scanned image may include this Agreement in its entirety or a standalone signature page, either of which shall have the same effect as an original signature and shall be considered definitive evidence of the final agreement between the parties.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement as of the date and year first above written.

WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Exec. VP Finance
By:		/s/ Xxxxxx XxXxxxxx
Name:		Xxxxxx XxXxxxxx
Title:		Exec. VP Operations
XXXXXXX RESEARCH AND MANAGEMENT
By:		/s/ Xxxxxxx Gemma
Name:		Xxxxxxx Gemma
Title:		VP

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