DISTRIBUTION SERVICES AGREEMENT
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TOUCHSTONE SECURITIES INC. ("Touchstone") and A I M DISTRIBUTORS, INC.
("Distributor") (collectively, the "Parties") mutually agree to the arrangements
set forth in this Distribution Services Agreement (this "Agreement") dated
________________, 2002.
WHEREAS, Distributor is the principal underwriter to AIM Variable Insurance
Funds (the "Fund"); and
WHEREAS, Distributor has entered into an Amended and Restated Master
Distribution Agreement, dated June 13, 2001, with the Fund (the "Master
Agreement"); and
WHEREAS, the Fund has adopted a Master Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "Plan"), and has created a
class of shares designated "Series II shares," which are subject to the Plan;
and
WHEREAS, Distributor has agreed to provide, or arrange to provide, certain
distribution services, including such services as may be requested by the Fund's
Board of Trustees from time to time, in connection with the Series II shares
("Fund shares"); and
WHEREAS, Touchstone distributes variable life insurance policies and/or
variable annuity contracts (collectively, the "Contracts") for Columbus Life
Insurance Company ("Insurer"); and
WHEREAS, Touchstone and Insurer have entered into a participation
agreement, dated May 1, 1999, (the "Participation Agreement") with the Fund,
pursuant to which the Fund has agreed to make shares of certain of its
portfolios ("Portfolios") available for purchase by one or more of Insurer's
separate accounts or divisions thereof (each, a "Separate Account"), in
connection with the allocation by Contract owners of purchase payments to
corresponding investment options offered under the Contracts; and
WHEREAS, Touchstone and Distributor expect that the Fund and its Portfolios
can derive certain benefits from Touchstone's performance of the distribution
services listed on Schedule A hereto for the Fund in connection with the
Contracts distributed by Touchstone; and
WHEREAS, Touchstone has no contractual or other legal obligation to perform
such distribution services, other than pursuant to this Agreement and the
Participation Agreement; and
WHEREAS, Touchstone desires to be compensated for providing such
distribution services; and
WHEREAS, Distributor desires to retain the distribution services of
Touchstone and to compensate Touchstone for providing such distribution
services;
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NOW, THEREFORE, the Parties agree as follows:
SECTION 1. DISTRIBUTION SERVICES; PAYMENTS THEREFOR.
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(a) Touchstone shall provide the distribution services set out in Schedule
A, attached hereto and made a part hereof, as the same may be amended from time
to time. For such services, Distributor agrees to pay to Touchstone a quarterly
fee (the "Distribution Fee") equal to 0.25% of the average daily net assets of
the Fund attributable to the Contracts distributed by Touchstone.
(b) Distributor shall calculate the Distribution Fee at the end of each
calendar quarter and will make such payment to Touchstone, without demand or
notice by Touchstone, within 30 days thereafter, in a manner mutually agreed
upon by the Parties from time to time.
(c) From time to time, the Parties shall review the Distribution Fee to
determine whether it exceeds or is reasonably expected to exceed the incurred
and anticipated costs, over time, of Touchstone. The Parties agree to negotiate
in good faith a reduction to the Distribution Fee as necessary to eliminate any
such excess or as necessary to reflect a reduction in the fee paid by the Fund
to Distributor pursuant to the Plan.
SECTION 2. NATURE OF PAYMENTS.
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The Parties to this Agreement recognize and agree that Distributor's
payments hereunder are for distribution services only and do not constitute
payment in any manner for investment advisory services or for administrative
services, and are not otherwise related to investment advisory or administrative
services or expenses, recognizing that Touchstone or Insurer may have contracted
separately with A I M Advisors, Inc., to provide administrative services to the
Fund. Touchstone represents and warrants that the fees to be paid by Distributor
for services to be rendered by Touchstone pursuant to the terms of this
Agreement are to compensate the Touchstone only for providing distribution
services to the Fund, do not reimburse or compensate Touchstone for providing
distribution services with respect to the Contracts or any Separate Account, and
are not duplicative of any services that Touchstone provides to the Fund
pursuant to any administrative services or other agreement.
SECTION 3. REPORTS.
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Touchstone acknowledges that Distributor is obligated to provide to the
Fund's Board of Trustees, at least quarterly, a written report of the amounts
expended pursuant to the Plan and this Agreement and the purposes for which such
expenditures were made. Accordingly, Touchstone agrees to provide Distributor
with such assistance as Distributor may reasonably request so that Distributor
can report such information to the Fund's Board in a timely manner. Touchstone
acknowledges that such information and assistance shall be in addition to the
information and assistance required of Touchstone pursuant to the Fund's mixed
and shared funding SEC exemptive
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order, described in the Participation Agreement.
Touchstone further agrees to provide Distributor with such assistance as
Distributor may reasonably request with respect to the preparation and
submission of reports and other documents pertaining to the Fund to appropriate
regulatory bodies and third party reporting services.
SECTION 4. TERM AND TERMINATION.
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(a) This Agreement shall continue in effect for a period of more than one
year from the date of its execution only so long as such continuance is
specifically approved by a vote of the Board of Trustees of the Fund, and of the
Trustees who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan, cast in person at a meeting called for the purpose of
voting on the Plan or agreements.
(b) Any Party may terminate this Agreement, without the payment of any
penalty, on not more than 60 days' written notice to the other Party. This
Agreement may be terminated at any time by a vote of a majority of the members
of the Board of Trustees of the Fund who are not interested persons of the Fund
and have no direct or indirect financial interest in the operation of the Plan
or any agreements related to the Plan or by a vote of a majority of the
outstanding voting securities of the Fund.
(c) This Agreement shall automatically terminate in the event of its
assignment.
SECTION 5. AMENDMENT; ENTIRE AGREEMENT.
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This Agreement may be amended upon mutual agreement of the Parties in
writing. However, the Parties recognize that the Plan that this Agreement
implements may not be amended to increase materially the amount to be spent for
distribution without shareholder approval and that all material amendments of
the Plan must be approved by a vote of the Board of Trustees of the Fund, and of
the Trustees who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan, cast in person at a meeting called for the purpose of
voting the Plan or agreements. This Agreement, together with Schedule A hereto,
constitutes the sole agreement between the Parties regarding the distribution
services listed on Schedule A hereto.
SECTION 6. NOTICES.
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All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered:
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TOUCHSTONE SECURITIES INC.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. XxXxxxxx
A I M DISTRIBUTOR, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esquire
SECTION 7. MISCELLANEOUS.
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(a) Successors and Assigns. This Agreement shall be binding upon the
Parties and their transferees, successors and permitted assigns. The benefits of
and the right to enforce this Agreement shall accrue to the Parties and their
transferees, successors and assigns.
(b) Intended Beneficiaries. Nothing in this Agreement shall be construed to
give any person or entity other than the Parties, as well as the Fund, any legal
or equitable claim, right or remedy. Rather, this Agreement is intended to be
for the sole and exclusive benefit of the Parties, as well as the Fund.
(c) 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.
(d) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of Delaware without reference
to the conflict of law principles thereof.
(e) Severability.
(i) This Agreement shall be severable as it applies to each Fund
Portfolio, and action on any matter shall be taken separately for each Fund
Portfolio affected by the matter.
(ii) If any portion of this Agreement shall be found to be invalid or
unenforceable by a court or tribunal or regulatory agency of competent
jurisdiction, the remainder shall not be affected thereby, but shall have
the same force and effect as if the invalid or unenforceable portion had
not been inserted.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
of first above written.
TOUCHSTONE SECURITIES INC
By: ______________________________________
Title: ______________________________________
A I M DISTRIBUTORS, INC.
By: ______________________________________
Xxxxxxx X. Xxxx
President
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SCHEDULE A
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DISTRIBUTION SERVICES FOR
AIM VARIABLE INSURANCE FUNDS
Touchstone shall provide certain distribution services that are primarily
intended to result in the sale of Fund shares, as set forth below. This
Schedule, which may be amended from time to time as mutually agreed upon by
Touchstone and Distributor, constitutes an integral part of the Agreement to
which it is attached. Capitalized terms used herein shall, unless otherwise
noted, have the same meaning as the defined terms in the Agreement to which this
Schedule relates.
Distribution services shall include without limitation:
a) The development, preparation, printing and distribution of
advertisements and sales literature and other promotional materials
describing and/or relating to the Fund;
b) Training sales personnel regarding the Fund;
c) Organizing and conducting seminars and sales meetings designed to
promote the distribution of Fund shares;
d) Compensating financial intermediaries and broker-dealers to pay or
reimburse them for their services or expenses in connection with the
distribution of variable annuity and variable life insurance contracts
investing directly in Fund shares; and
e) Compensating sales personnel in connection with the allocation of
cash values and premium of variable annuity and variable insurance
contracts to investments in Fund shares.
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