Exhibit 1(o)
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the ____ day of __________________, 2001,
by and between INVESCO Funds Group, Inc. ("INVESCO"), and ______________________
("________"), a ___________ corporation, collectively, the "Parties."
WITNESSETH:
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WHEREAS, INVESCO serves as the administrator for the INVESCO Variable
Investment Funds, Inc. ( the "Company"); and
WHEREAS, [INSURANCE COMPANY] has entered into an agreement, dated
___________________, with the Company and INVESCO (the " Fund Participation
Agreement") pursuant to which INVESCO will make shares of certain of its
Portfolios available to certain variable life insurance and/or variable annuity
contracts offered by [INSURANCE COMPANY] through certain separate accounts (the
"Separate Accounts") at net asset value and with no sales charges, subject to
the terms of the Fund Participation Agreement; and
WHEREAS, the Fund Participation Agreement provides that the Company
will bear the costs of preparing, filing with the Securities and Exchange
Commission, printing or duplicating and mailing the Company's (or the
Portfolios') prospectus, statement of additional information and any amendments
or supplements thereto, periodic reports to shareholders, Fund proxy material
and other shareholder communications (collectively, the "Fund Materials")
required by law to be sent to owners of Contracts ("Contract Owners") who have
allocated any Contract value to a Portfolio; and
WHEREAS, the Fund Participation Agreement provides that [INSURANCE
COMPANY], at its expense, will provide various administrative and shareholder
contact services with respect to prospective and actual Variable Contract Owners
of [INSURANCE COMPANY]; and
WHEREAS, the Fund Participation Agreement makes no provision for the
rate at which each party shall incur expenses in connection with the servicing
of Contract Owners who have allocated Contract value to a portfolio, including,
but not limited to, responding to various Contract Owner inquiries regarding a
Portfolio; and
WHEREAS, the Parties hereto wish to allocate the expenses in a manner
that is fair and equitable, and consistent with the best interests of Contract
Owners; and
WHEREAS, the Parties hereto wish to establish a means for allocating
the expenses that does not entail the expense and inconvenience of separately
identifying and accounting for each item of Fund expense;
NOW THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
I. Services Provided:
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[INSURANCE COMPANY] agrees to provide services to the Company and INVESCO
including the following:
a) responding to inquiries from [INSURANCE COMPANY] Contract Owners using
one or more of the Portfolios as an investment vehicle regarding the
services performed by [INSURANCE COMPANY] as they relate to INVESCO,
the Company or its Portfolios;
b) providing information to INVESCO or the Company and to Contract Owners
with respect to shares attributable to Contract Owner accounts;
c) communicating directly with Contract Owners concerning INVESCO or the
Company's operations;
e) providing such similar services as INVESCO or the Company may
reasonably request to the extent permitted or required under applicable
statutes, rules and regulations.
II. Expense Allocations:
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Subject to Section III hereof, and the provisions of Article IV of the Fund
Participation Agreement, [INSURANCE COMPANY] or its affiliates shall initially
bear the costs of the following:
a) printing and distributing all Fund Materials to be distributed to
prospective Contract owners except as may otherwise be provided in the
Fund Participation Agreement;
b) printing and distributing all sales literature or promotional material
developed by [INSURANCE COMPANY] or its affiliates and relating to the
Contracts;
c) servicing Contract Owners who have allocated Contract value to a
Portfolio, which servicing shall include, but is not limited to, the
items listed in Paragraph I of this Agreement.
III. Payment of Expenses:
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In recognition of the substantial savings in administrative expenses to INVESCO
and the Company by virtue of having a sole shareholder, [INSURANCE COMPANY], and
having that shareholder be responsible for the servicing of the Contract Owners,
INVESCO will pay an administrative service fee to [INSURANCE COMPANY], as
described below:
a) INVESCO shall pay to [INSURANCE COMPANY] an Administrative Services Fee
(hereinafter, the "Quarterly Fee") equal to a percentage of the average
daily net assets of the Portfolios attributable to Contracts offered by
[INSURANCE COMPANY], at the annual rate of (REDACTED) on the aggregate
net assets placed by [INSURANCE COMPANY] in the
INVESCO VIF Funds designated in Schedule B of the Fund Participation
Agreement, as may be amended from time to time. The Quarterly Fee is in
consideration of the expenses incurred by [INSURANCE COMPANY] pursuant
to Section II hereof. The payment of the Quarterly Fee shall commence
on the date first indicated above.
b) From time to time, the Parties hereto shall review the Quarterly Fee to
determine whether it reasonably approximates the incurred and
anticipated costs, over time, of [INSURANCE COMPANY] in connection with
its duties hereunder. The Parties agree to negotiate in good faith any
change to the Quarterly Fee proposed by another Party in good faith.
c) This Agreement shall not modify any of the provisions of Article IV or
Article VI of the Fund Participation Agreement, but shall supplement
those provisions.
IV. Term of Agreement:
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This Agreement shall continue in effect for so long as [INSURANCE COMPANY] or
its successor(s) in interest, or any affiliate thereof, continues to hold shares
of the Company or its portfolios, and continues to perform in a similar capacity
for the Company and INVESCO.
V. Indemnification:
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(a) [INSURANCE COMPANY] agrees to indemnify and hold harmless the Company
and INVESCO, and their officers, employees, and directors, from any and
all loss, liability and expense resulting from the gross negligence or
willful wrongful act of [INSURANCE COMPANY] under this Agreement,
except to the extent such loss, liability or expense is the result of
the willful misfeasance, bad faith or gross negligence of the Company
or INVESCO in the performance of its duties, or by reason of the
reckless disregard of their obligations and duties under this
Agreement.
(b) The Company and INVESCO agree to indemnify and hold harmless [INSURANCE
COMPANY] and its officers, employees, and directors from any and all
loss, liability and expense resulting from the gross negligence or
willful wrongful act of the Company or INVESCO under this Agreement,
except to the extent such loss, liability or expense is the result of
the willful misfeasance, bad faith or gross negligence of [INSURANCE
COMPANY] in the performance of its duties, or by reason of the reckless
disregard of its obligations and duties under this Agreement.
VI. Notices:
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Notices and communications required or permitted hereby will be given to the
following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:
INVESCO Funds Group, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx - Senior Vice President
FAX: 000 000-0000
[INSURANCE COMPANY]
_____________________________
_____________________________
_____________________________
VII. Applicable Law:
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Except insofar as the Investment Company Act of 1940 or other federal laws and
regulations may be controlling, this Agreement will be construed and the
provisions hereof interpreted under and in accordance with Delaware law, without
regard for that state's principles of conflict of laws.
VIII. Execution in Counterparts:
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This Agreement may be executed simultaneously in two or more counterparts, each
of which taken together will constitute one and the same instrument.
IX. Severability:
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If any provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby.
X. Rights Cumulative:
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The rights, remedies and obligations contained in this Agreement are cumulative
and are in addition to any and all rights, remedies and obligations, at law or
in equity, that the Parties are entitled to under federal and state laws.
XI. Headings:
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The headings used in this Agreement are for purposes of reference only and shall
not limit or define the meaning of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers signing below.
INVESCO Funds Group, Inc. [INSURANCE COMPANY]
By: _____________________________ By: ________________________________
Xxxxxx X. Xxxxxx Name: ______________________________
Senior Vice President & Treasurer Title:______________________________
INVESCO Variable Investment Funds, Inc.
By: ______________________________
Xxxxxx X. Xxxxxx
Treasurer
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors of
Xxxxxx Investors Life Insurance Company and
Contract Owners of KILICO Individual and Group Variable, Fixed and Market Value
Adjusted Deferred Annuity Contract
We consent to the inclusion in this registration statement on Form S-1 (File No.
333-22389) of our report dated March 23, 2001, on our audit of the consolidated
financial statements of Xxxxxx Investors Life Insurance Company and to the
reference to our firm under the caption "Experts."
PricewaterhouseCoopers LLP
Chicago, Illinois
April 24, 2001
