April 1, 2003
Columbus Life Insurance Company
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxx X. Xxxxxxxxx, Senior Vice President and Chief Marketing Officer
Dear Sir:
This letter sets forth the agreement between Deutsche Investment
Management Americas Inc. (the "Adviser") and Columbus Life Insurance Company
(the "Company") concerning certain administrative services to be provided by you
on a sub-administration basis, with respect to Portfolios (as defined below) of
the Xxxxxxx Variable Series I (the "Fund").
1. Administrative Services and Expenses. Administrative services for
the Accounts (as defined below) which invest in Portfolios of the
Fund pursuant to the Participation Agreement(s) among the
Company, the Fund, the Fund's principal underwriter (the
"Underwriter"), and the Adviser (the "Participation Agreement")
and for purchasers of Variable Insurance Products (as defined
below) are the responsibility of the Company. Administrative
services for the Portfolios, in which the Accounts invest, and
for purchasers of shares of the Portfolios, are the
responsibility of the Fund, the Underwriter or the Adviser.
Capitalized terms not defined herein, including "Accounts" and
"Variable Insurance Products," shall have the meanings ascribed
to them in the Participation Agreement.
The Company has agreed to assist the Adviser, as the Adviser may
request from time to time, with the provision of administrative
services ("Administrative Services") to the Portfolios, on a
sub-administration basis, as they may relate to the investment in
the Portfolios by the Accounts. It is anticipated that
Administrative 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
Variable Insurance Products supported by the Accounts with
allocations to the Portfolios; the provision of various reports
for the Fund and for submission to the Fund's Board of Trustees;
the provision of shareholder support services with respect to the
Portfolios; such services listed on Schedule A attached hereto
and made a part hereof.
2. Administrative Expense Payments. In consideration of the
anticipated administrative expense savings resulting from the
arrangements set forth in this Agreement, the Adviser agrees to
pay the Company on a quarterly basis an amount set forth in
Schedule B attached hereto and made a part hereof.
Columbus Life Insurance Company
April 1, 2003
Page 2
The expense payment contemplated by this Paragraph 2 shall be
calculated by the Company at the end of each calendar quarter and
the Company shall provide to the Adviser a statement showing the
calculation of the quarterly amount payable by the Adviser and
such other supporting data as may be reasonably requested by the
Adviser. The Adviser shall make the quarterly expense payment to
the Company within 10 days after the end of each calendar
quarter, or within 10 days after the Adviser's receipt from the
Company of the expense calculation, whichever is later.
3. Nature of Payments. The parties to this letter agreement
recognize and agree that the Adviser's payments to the Company
relate to Administrative Services only. The amount of
administrative expense payments made by the Adviser to the
Company pursuant to Paragraph 2 of this letter agreement shall
not be deemed to be conclusive with respect to actual
administrative expenses or savings of the Adviser.
4. Term. This letter agreement shall remain in full force and effect
for so long as the assets of the Portfolios are attributable to
amounts invested by the Accounts under the Participation
Agreement, unless terminated in accordance with Paragraph 5 of
this letter agreement.
5. Termination. This letter agreement may be terminated by either
party upon 90 days' advance written notice or immediately upon
termination of the Participation Agreement or upon the mutual
agreement of the parties hereto in writing. In the event of a
termination of this letter agreement, the administrative expense
payments made by the Adviser to the Company pursuant to Paragraph
2 of this letter agreement shall continue with respect to assets
of the Portfolios attributable to Accounts of the Company (not
including investments made after the date of termination) for a
period of one year from the date of termination of this letter
agreement; provided however, that the Adviser shall not be
required to make such payments for any time period where the
Adviser has ceased to serve as investment manager for the Fund.
6. Representation. 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 the Administrative Services.
7. Subcontractors. The Company may, with the consent of the Adviser,
contract with or establish relationships with other parties for
the provision of the Administrative Services or other activities
of the Company required by this letter agreement,
Columbus Life Insurance Company
April 1, 2003
Page 3
provided that the Company shall be fully responsible for the acts
and omissions of such other parties.
8. Authority. This letter agreement shall in no way limit the
authority of the Fund, the Underwriter or the Adviser to take
such action as any of such parties may deem appropriate or
advisable in connection with all matters relating to the
operations of the Fund and/or sale of its shares. The Company
understands and agrees that the obligations of the Adviser under
this letter agreement are not binding upon the Fund.
9. Indemnification. This letter agreement will be subject to the
indemnification provisions in the Participation Agreement.
10. Miscellaneous. This letter agreement may be amended only upon
mutual agreement of the parties hereto in writing. This letter
agreement, including Schedule A and Schedule B, constitutes the
entire agreement between the parties with respect to the matters
dealt with herein, and supersedes any previous agreements and
documents with respect to such matters. This letter 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. The Company agrees to notify the Adviser
promptly if for any reason it is unable to perform fully and
promptly any of its obligations under this letter agreement.
11. Notice. Any notice required to be sent hereunder shall be sent in
accordance with the Participation Agreement.
Columbus Life Insurance Company
April 1, 2003
Page 4
If this letter is consistent with the Company's understanding of the
matters discussed herein concerning administrative expense payments, kindly sign
below and return a signed copy to the Adviser.
Very truly yours,
Deutsche Investment Management Americas Inc.
By:____________________________________
Name:_________________________________
Title:__________________________________
Columbus Life Insurance Company
Acknowledged and Agreed
this _______th day of April, 2003
By:____________________________________
Name:__________________________________
Title:___________________________________
Attachment: Schedule A
Schedule B
SCHEDULE A
I. Fund related contract owner services
o Certain costs associated with dissemination of Fund prospectus to
existing contract owners, as provided in the Participation
Agreement.
o Fund proxies (including facilitating distribution of proxy
material to contract owners, tabulation and reporting).
o Telephonic support for contract owners with respect to inquiries
about the Fund (not including information related to sales).
o Communications to contract owners regarding performance of the
account and the Designated Portfolios.
II. Sub-Accounting Services
o Aggregating purchase and redemption orders of the Account for
sales of the Portfolios.
o Processing and reinvesting dividends and distributions of the
Portfolios held by the Account.
III. Other administrative Support
o Providing other administrative support to the Fund as mutually
agreed between the Company and the Fund, the Adviser or the
Underwriter.
SCHEDULE B
The Adviser agrees to pay the Company, quarterly, an amount based on
the following annual rate(s):
5 basis points (0.05%), on an annual basis, of the average
daily net asset balance of Fund shares held in the Company's
Accounts pursuant to the Participation Agreement.
For the month and year in which this letter agreement becomes effective
or the expense payment terminates, there shall be an appropriate
proration on the basis of the number of days that the expense payment
is in effect during the quarter.
