ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the ___ day of ______________, _____ by
and between Transamerica Occidental Life Insurance Company, an Iowa life
insurance company ("TOLIC") and Transamerica Securities Sales Corporation, a
California corporation ("TSSC").
WHEREAS, TSSC, in its capacity as the principal distributor of
variable insurance policies issued by TOLIC ("Contracts") has entered into, and
may enter into, agreements with broker-dealers ("Dealers") for the sale of the
Contracts ("Selling Agreements"), and with mutual funds and variable insurance
trusts to enable TOLIC's separate accounts that underlie the Contracts to invest
in shares of such mutual funds and variable insurance trusts ("Participation
Agreements"). Collectively, the Selling Agreements and Participation Agreements
shall be referred to herein as "the Agreements."
AND, WHEREAS, TSSC is obligated to perform certain administrative
services under the Agreements, and TOLIC and TSSC desire to enter into this
agreement under which TOLIC will agree to perform these administrative services
on behalf of TSSC.
NOW, THEREFORE, in consideration for the promises and mutual covenants
herein contained, the parties hereto agree as follows:
1. TOLIC shall perform such administrative services as TSSC may request from
time to time to assist TSSC in performing its duties under the Agreements.
The administrative services that TOLIC shall perform hereunder shall
include, but shall not be limited to, the following:
a. Payment of compensation to broker-dealers ("Dealers") with whom TSSC has
entered into Selling Agreements.
b. Provision of sales support services to Dealers as may be required of TSSC
under Selling Agreements.
2. TOLIC shall reimburse TSSC for all of the expenses that TSSC incurs in
connection with its duties and obligations under the Agreements
3. TSSC shall pay to TOLIC, as compensation for TOLIC's administrative
services hereunder, all of the fees and other compensation that TSSC
receives from time to time under Participation Agreements, including,
without limitation, 12b-1 fees.
3. TSSC or TOLIC may terminate this Agreement at any time without penalty by
giving the other party written notice of termination. Termination of this
Agreement shall not relieve TSSC of its obligation to pay to TOLIC any and
all amounts that are due and payable to TSSC under Participation Agreements
at the time that this Agreement is terminated, provided that such amounts
are actually paid to TSSC.
4. This Agreement may be amended only upon the mutual agreement of each of the
parties in writing. Neither of the parties may assign this Agreement
without the prior written consent of the other party.
5. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together will constitute one and the
same instrument.
6. This Agreement constitutes the entire agreement of the parties and
supersedes any previous agreements between them with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date first written on page 1 hereof.
TRANSAMERICA SECURITIES SALES TRANSAMERICA OCCIDENTAL LIFE
CORPORATION INSURANCE COMPANY
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Xxxxxx X. Xxxxx, President Xxxxxx X. Xxxxx, Senior Vice President
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