SERVICES AGREEMENT
The terms and conditions of this Services Agreement between
___________________ ("Adviser") [could also be "Distributor"] and Insurance
Company (the "Company") are effective as of _____________, 199_.
WHEREAS, the Company, ____________________________(the "Trust"), and
____________________, the Trust's Distributor have entered into a Fund
Participation Agreement dated , 199_, as may be amended from time to time (the
"Participation Agreement"), pursuant to which the Company, on behalf of certain
of its separate accounts (the "Separate Accounts"), purchases shares ("Shares")
of certain Portfolios of the Trust ("Portfolios") to serve as an investment
vehicle under certain variable annuity and/or variable life insurance contracts
("Variable Contracts") offered by the Company, which Portfolios may be one of
several investment options available under the Variable Contracts; and
WHEREAS, Adviser recognizes that it will derive substantial savings in
administrative expenses by virtue of having a sole shareholder rather than
multiple shareholders in connection with each Separate Account's investments in
the Portfolios, and that in the course of servicing owners of such Variable
Contracts, the Company will provide information about the Trust and its
Portfolios from time to time, answer questions concerning the Trust and its
Portfolios, including questions respecting Variable Contract owners' interests
in one or more Portfolios, and provide services respecting investments in the
Portfolios; and
WHEREAS, Adviser wishes to compensate the Company for the efforts of
the Company in providing written and oral information and services regarding the
Trust to Variable Contract owners; and
WHEREAS, the following represents the collective intention and
understanding of the service fee agreement between Adviser and the Company.
NOW, THEREFORE, in consideration of their mutual promises, the Company
and Adviser agree as follows:
1. Services. The Company and/or its affiliates agree to provide
services ("Services") to owners of Variable Contracts including, but not limited
to: teleservicing support in connection with the Portfolios; delivery of current
Trust prospectuses, reports, notices, proxies and proxy statements and other
informational materials; facilitation of the tabulation of Variable Contract
owners' votes in the event of a Trust shareholder vote; maintenance of Variable
Contract records reflecting Shares purchased and redeemed and Share balances,
and the conveyance of that information to the Trust or Adviser as may be
reasonably requested; provision of support services, including providing
information about the Trust and its Portfolios and answering questions
concerning the Trust and its Portfolios, including questions respecting Variable
Contract owners' interests in one or more Portfolios; provision and
administration of Variable Contract features for the benefit of Variable
Contract owners in connection with the Portfolios, which may include fund
transfers, dollar cost averaging, asset allocation, portfolio rebalancing,
earnings sweep, and pre-authorized deposits and withdrawals; and provision of
other services as may be agreed upon from time to time.
2. Compensation. In consideration of the Services, Adviser agrees to
pay to the Company a service fee at an annual rate equal to ________ (__) basis
points (___%) of the average daily value of the Shares held in the Separate
Accounts. Such payments will be made monthly in arrears[, provided however, that
such payments shall only be payable for each calendar month during which time
the total dollar value of Shares held by the Separate Accounts purchased
pursuant to the Participation Agreement exceeds $ million]. For purposes of
computing the payment to the Company under this paragraph 2, the average daily
value of Shares held in the Separate Accounts over a monthly period shall be
computed by totaling such Separate Accounts' aggregate investment (Share net
asset value multiplied by total number of Shares held by such Separate Accounts)
on each business day during the calendar month, and dividing by the total number
of business days during such month. The payment to the Company under this
paragraph 2 shall be calculated by Adviser at the end of each calendar month and
will be paid to the Company within 30 days thereafter. Payment will be
accompanied by a statement showing the calculation of the monthly amounts
payable by Adviser.
3. Term. This Services Agreement shall remain in full force and effect
for an initial term of one year, and shall automatically renew for successive
one year periods. This Services Agreement may be terminated by either party
hereto upon 30 days written notice to the other. This Services Agreement shall
terminate automatically upon the redemption of all Shares held in the Separate
Accounts, upon termination of the Participation Agreement, upon a material,
unremedied breach of the Participation Agreement, as to a Portfolio upon
termination of the investment advisory agreement between the Trust, on behalf of
such Portfolio, and Adviser, or upon assignment of the Participation Agreement
by either the Company or Adviser. Notwithstanding the termination of this
Services Agreement, Adviser will continue to pay the service fees in accordance
with paragraph 2 so long as net assets [equal to or exceeding the total dollar
value set forth in Section 2] of the Separate Accounts remain in a Portfolio,
provided such continued payment is permitted in accordance with applicable law
and regulation.
4. Amendment. This Services Agreement may be amended only upon mutual
agreement of the parties hereto in writing.
5. Effect on Other Terms, Obligations and Covenants. Nothing herein
shall amend, modify or supersede any contractual terms, obligations or covenants
among or between any of the Company, Adviser or the Trust previously or
currently in effect, including those contractual terms, obligations or covenants
contained in the Participation Agreement.
In witness whereof, the parties have caused their duly authorized
officers to execute this Services Agreement.
[ADVISER]
By:
Title:
Date:
[INSURANCE COMPANY]
By:
Title:
Date:
