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March 15, 2003
Xxxx X. Xxxxxxxxx
Senior Vice President and Chief Marketing Officer
Columbus Life Insurance Company
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Dear Xx. Xxxxxxxxx:
As you know, we have entered into a participation agreement among The Universal
Institutional Funds, Inc. (the "Fund"), Xxxxxx Xxxxxxx & Co. Incorporated,
Xxxxxx Xxxxxxx Investment Management Inc. and Columbus Life Insurance Company
(the "Company"), dated March 15, 2003, as may be amended from time to time (the
"Participation Agreement"), providing for the purchase by the Company of shares
of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement.
As consideration for various fund-related administrative services that the
Company will provide in connection with the issuance of the Contracts
("Administrative Services"), we will pay to the Company, during the term of the
Participation Agreement, an annual fee of 0.20% of the average daily net assets
invested in Class II Shares of the then offered Portfolios under the Contracts
identified in the Participation Agreement (excluding all assets invested during
the guarantee (free look) periods available under the Contracts). We acknowledge
that the Administrative Services to be provided by the Company (such as
shareholder communication, record keeping and postage expenses) are ones for
which we, or our affiliates, as investment adviser and administrator to the
Fund, would otherwise bear the cost directly.
Payment will be made on a quarterly basis during the month following the end of
each calendar quarter and shall be prorated for any portion of such period
during which this letter agreement is in effect for less than the full quarter.
The fee will be calculated based on the average daily net assets invested in
Class II Shares of the applicable Portfolio(s) under the Contracts over a
calendar quarter (which shall be computed by totaling daily balances during the
quarter and dividing such total by the actual days in the quarter).
Xxxx X. Xxxxxxxxx
Columbus Life Insurance Company
March 15, 2003
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The Company represents and agrees that it will maintain and preserve all records
as required by law to be maintained and preserved in connection with providing
the Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to such services. The Company further agrees to provide
copies of any such records maintained and preserved, as reasonably requested by
us or our representatives, to enable us or the Fund to monitor and review the
Administrative Services provided by the Company, or comply with any request of
the Board of the Fund, or a governmental body or a self-regulatory organization.
This letter agreement may be amended only upon mutual consent of the parties
hereto in writing and will terminate: (i) upon mutual agreement of the parties
hereto, (ii) upon thirty (30) days advance written notice by either party
delivered to the other party, or (iii) automatically upon the termination of the
Participation Agreement.
If you agree to the foregoing, please sign the enclosed copies of this letter
and return them to Xxxxxxxx Xxxxx Xx at Xxxxxx Xxxxxxx Investment Management
Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
Xxxxxx Xxxxxxx Investment Management Inc.
By:
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Name:
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Title:
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AGREED and ACCEPTED:
Columbus Life Insurance Company
By:
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Name:
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Title:
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