ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the 28th day of April, 2000, by and between
INVESCO Funds Group, Inc. ("INVESCO"), and Massachusetts Mutual Life Insurance
Company, organized under the laws of the State of Massachusetts, and C.M. Life
Insurance Company, a wholly-owned company of Massachusetts Mutual Life Insurance
Company, organized under the laws of the State of Connecticut (collectively,
"MassMutual/X.X.Xxxx"), collectively, the "Parties."
WITNESSETH:
WHEREAS, INVESCO serves as the administrator for the INVESCO Variable
Investment Funds, Inc. ( the "Company"); and
WHEREAS, MASSMUTUAL/X.X.XXXX has entered into an agreement, dated April 28,
2000 with the Company and INVESCO (the "Fund Participation Agreement") pursuant
to which INVESCO will make shares of certain of its Portfolios available to
certain variable life insurance and/or variable annuity contracts offered by
MASSMUTUAL/X.X.XXXX 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 MASSMUTUAL/C.M.
LIFE, at its expense, will provide various administrative and shareholder
contact services with respect to prospective and actual Variable Contract Owners
of MASSMUTUAL/C.M. LIFE; 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:
I. SERVICES PROVIDED:
MASSMUTUAL/X.X.XXXX agrees to provide services to the Company and INVESCO
including the following:
a) responding to inquiries from MASSMUTUAL/C.M. LIFE Contract Owners using one
or more of the Portfolios as an investment vehicle regarding the services
performed by MASSMUTUAL/X.X.XXXX 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:
Subject to Section III hereof, and the provisions of Article IV of the Fund
Participation Agreement, MASSMUTUAL/C.M. LIFE 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 MASSMUTUAL/X.X.XXXX 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.
III. PAYMENT OF EXPENSES:
In recognition of the substantial savings in administrative expenses to INVESCO
and the Company by virtue of having a sole shareholder, MASSMUTUAL/X.X.XXXX, and
having that shareholder be responsible for the servicing of the Contract Owners,
INVESCO will pay an administrative service fee to MASSMUTUAL/X.X.XXXX, as
described below:
a) INVESCO shall pay to MASSMUTUAL/X.X.XXXX an Administrative Services Fee
(hereinafter, the "Quarterly Fee") equal to a percentage of the average
daily net assets of the Portfolios attributable to Contracts offered by
MASSMUTUAL/X.X.XXXX, at the annual rate of 0.25% on the aggregate net
assets placed by MASSMUTUAL/X.X.XXXX in the INVESCO VIF Funds designated in
Schedule B of the Fund Participation Agreement, as may be amended from time
to time. The Quarterly Fee is in consideration of the expenses incurred by
MASSMUTUAL/X.X.XXXX 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 MASSMUTUAL/X.X.XXXX 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:
This Agreement shall continue in effect for so long as MASSMUTUAL/X.X.XXXX 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. INDEMNIFICATION:
(a) MASSMUTUAL/X.X.XXXX 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 MASSMUTUAL/X.X.XXXX 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
MASSMUTUAL/X.X.XXXX 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 MASSMUTUAL/X.X.XXXX in the
performance of its duties, or by reason of the reckless disregard of its
obligations and duties under this Agreement.
VI. NOTICES:
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 Xxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx - Senior Vice President
FAX: 000 000-0000
Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 0111l-1111
Attn: Xxxx XxXxxxxx, Senior Vice President H355
Fax: 000-000-0000
VII. APPLICABLE LAW:
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.
VIII. EXECUTION IN COUNTERPARTS:
This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together will constitute one and the same instrument.
IX. SEVERABILITY:
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.
X. RIGHTS CUMULATIVE:
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.
XI. 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.
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. MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx XxXxxxxx
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Xxxxxx X. Xxxxxx Name: Xxxx XxXxxxxx
Senior Vice President & Treasurer Title: Senior Vice President
INVESCO VARIABLE INVESTMENT FUNDS, INC. C.M. LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx XxXxxxxx
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Xxxxxx X. Xxxxxx Name: Xxxx XxXxxxxx
Treasurer Title: Senior Vice President-
Annuities
