FORM OF
SERVICE AGREEMENT
(RPFI)
______________, 1997
__________________Insurance Company
Ladies and Gentlemen:
This letter sets forth the agreement ("AGREEMENT") between
_____________________ Company ("YOU" or the "COMPANY") and the undersigned ("WE"
or "RPFI") concerning certain administration services to be provided by you,
with respect to the X. Xxxx Price International Series, Inc. (the "FUND").
1. THE FUND. The Fund is a Maryland Corporation registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940 (the "ACT") as an open-end diversified management investment company.
The Fund serves as a funding vehicle for variable annuity contracts and variable
life insurance contracts and, as such, sells its shares to insurance companies
and their separate accounts. With respect to various provisions of the Act, the
SEC requires that owners of variable annuity contracts and variable life
insurance contracts be provided with materials and rights afforded to
shareholders of a publicly-available SEC-registered mutual fund.
2. THE COMPANY. The Company is a [STATE] insurance company. The Company
issues variable annuity and/or variable life insurance contracts (the
"CONTRACTS") supported by certain separate accounts (each a "SEPARATE ACCOUNT"),
as set forth on attached Schedule A, which are registered with the SEC as a unit
investment trust. The Company has entered into a participation agreement (the
"PARTICIPATION AGREEMENT") with the Fund pursuant to which the Company purchases
shares of the Fund for the Separate Account supporting the Company's Contracts.
3. RPFI. RPFI serves as the Fund's investment adviser. RPFI supervises
and assists in the overall management of the Fund's affairs under an Investment
Management Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law. Under the Investment
Management Agreement, RPFI is compensated by the Fund for providing investment
advisory and certain administrative services (either directly or through its
affiliates).
4. ADMINISTRATIVE SERVICES. You have agreed to assist us and/or our
affiliates, as we may request from time to time, with the provision of
administrative services to the Fund, as they may relate to the investment in the
Fund by the Separate Account. It is anticipated that such services may include
(but shall not be limited to): the mailing of Fund reports, notices, proxies and
proxy statements and other informational materials to holders of the Contracts
supported by the Separate Account; the transmission of purchase and redemption
requests to the Fund's transfer agent; the maintenance of separate records for
each holder of the
_________________ Insurance Company
_____________, 1997
Page Two
Contract reflecting shares purchased and redeemed and share balances; the
preparation of various reports for submission to the Fund Directors; the
provision of advice and recommendations concerning the operation of the series
of the Fund as funding vehicles for the Contracts; the provision of shareholder
support services with respect to the Portfolios serving as funding vehicles for
the Company's Contracts; telephonic support for holders of Contracts with
respect to inquiries about the Fund; and the provision of other administrative
services as shall be mutually agreed upon from time to time.
5. PAYMENT FOR ADMINISTRATIVE SERVICES. In consideration of the services
to be provided by you, we shall pay you on a quarterly basis ("PAYMENTS"), from
our assets, including our BONA FIDE profits as investment adviser to the Fund,
an amount equal to 15 basis points (0.15%) per annum of the average aggregate
net asset value of shares of the Fund held by the Separate Account under the
Participation Agreement, PROVIDED, HOWEVER, that such payments shall only be
payable for each calendar quarter during which the total dollar value of shares
of the Fund purchased pursuant to the Participation Agreement exceeds
$50,000,000. For purposes of computing the payment to the Company contemplated
under this Paragraph 5, the average aggregate net asset value of shares of the
Fund held by the Separate Account over a quarterly period shall be computed by
totaling the Separate Account's aggregate investment (share net asset value
multiplied by total number of shares held by the Separate Account) on each
business day during the calendar quarter, and dividing by the total number of
business days during such quarter. The payment contemplated by this Paragraph 5
shall be calculated by RPFI at the end of each calendar quarter and will be paid
to the Company within 30 business days thereafter.
6. NATURE OF PAYMENTS. The parties to this Agreement recognize and agree
that RPFI's Payments to the Company under this Agreement represent compensation
for administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of the Contracts or of
Fund shares; and further, that these payments are not otherwise related to
investment advisory or distribution services or expenses, or administrative
services which RPFI is required to provide to owners of the Contracts pursuant
to the terms thereof. You represent that you may legally receive the payments
contemplated by this Agreement.
7. TERM. This Agreement shall remain in full force and effect for an
initial term of one year, and shall automatically renew for successive one-year
periods unless either party notifies the other upon 60-days written notice of
its intent not to continue this agreement. This Agreement and all obligations
hereunder shall terminate automatically upon the redemption of the Company's and
the Separate Account's investment in the Fund, or upon termination of the
Participation Agreement.
8. AMENDMENT. This Agreement may be amended only upon mutual agreement
of the parties hereto in writing.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together constitute one
and the same instrument.
________________ Insurance Company
_____________, 1997
Page Three
If this Agreement is consistent with your understanding of the matters
we discussed concerning your administration services, kindly sign below and
return a signed copy to us.
Very truly yours,
XXXX XXXXX-XXXXXXX
INTERNATIONAL, INC.
By:
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Name:
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Title:
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Acknowledged and Agreed to:
LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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