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EXHIBIT 1(g)(ii)
SERVICES AGREEMENT
The terms and conditions of this Services Agreement between Pacific Investment
Management Company ("PIMCO") and Xxxxxx Investors Life Insurance Company (the
"Company") are effective as of January 5, 1999.
WHEREAS, the Company, PIMCO Funds Distributors LLC and PIMCO Variable
Insurance Trust (the "Trust") have entered into a Fund Participation Agreement
dated January 5, 1999, 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, PIMCO 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 soliciting applications for Variable
Contracts issued by the Company and in 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, PIMCO 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 PIMCO and the Company.
NOW, THEREFORE, in consideration of their mutual promises, the Company
and PIMCO 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 PIMCO 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.
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2. Compensation. In consideration of the Services, PIMCO agrees
to pay to the Company a service fee at an annual rate equal to twenty-five (25)
basis points (0.25%) of the average daily value of the Shares held in the
Separate Accounts. Such payments will be made monthly in arrears. 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 PIMCO 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 PIMCO and such other supporting data as may be reasonably requested
by the Company. Notwithstanding any other provision of this Services Agreement
or the Participation Agreement, PIMCO agrees to reimburse the Company for costs
related to the printing, mailing and tabulation of any proxy initiated by the
Trust or Underwriter.
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 PIMCO, or upon assignment of the Participation
Agreement by either the Company or PIMCO. Notwithstanding the termination of
this Services Agreement, PIMCO will continue to pay the service fees in
accordance with paragraph 2 so long as net assets 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, PIMCO or the Trust previously or
currently in effect, including those contractual terms, obligations or covenants
contained in the Participation Agreement.
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In witness whereof, the parties have caused their duly authorized
officers to execute this Services Agreement.
PACIFIC INVESTMENT MANAGEMENT COMPANY
/s/ Xxxxx X. Xxxxxx
By: Xxxxx Xxxxxx
Title: Managing Director
Date:
XXXXXX INVESTORS LIFE INSURANCE COMPANY
/s/ Xxxxx X. Xxxx
By: Xxxxx X. Xxxx
Title: Assistant General Counsel
Date: 12/30/98
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