February 6, 2003
Xx. Xxxxx X. Xxxxx
JPMorgan Chase Bank
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
This letter sets forth the agreement between Columbus Life Insurance Company
(the "Company") and JPMorgan Chase Bank ("Xxxxxx") concerning certain
administrative services.
1. ADMINISTRATIVE SERVICES AND EXPENSES. Administrative services for the
Company's Separate Account (the "Account") which invests in the X. X.
Xxxxxx Series Trust II (the "Fund") pursuant to the Participation
Agreement among the Company and the Fund, dated February 6, 2003 (the
"Participation Agreement"), and for purchasers of variable life
insurance contracts (the "Contracts") issued through the Account, are
the responsibility of the Company. Certain administrative services for
the Fund in which the Account invests, and shareholder services for
purchasers of shares of the Fund, are the responsibility of Xxxxxx.
Xxxxxx recognizes the Company as the sole shareholder of record of
shares of Portfolios offered by the Fund (the "Portfolios") purchased
under the Participation Agreement on behalf of the Account. Xxxxxx
further recognizes that it will derive a substantial savings in
administrative and shareholder servicing expenses by virtue of having
the Company as the shareholder of record of shares of the Fund
purchased under the Participation Agreement, rather than multiple
shareholders having record ownership of such shares. The administrative
and shareholder servicing expenses for which Xxxxxx will derive such
savings are set forth in Schedule A to this letter agreement.
2. EXPENSE PAYMENTS. (a) In consideration of the anticipated
administrative and shareholder servicing expense savings resulting from
the Company's services set forth above, Xxxxxx agrees to pay the
Company a fee (the "Fee"), computed daily and paid monthly in arrears,
equal to the following percent of the daily net asset value of the
shares of the Portfolios held in the subaccount of the Account:
X. X. Xxxxxx Mid Cap Value Portfolio 0.25%.
(b) As soon as practicable after the end of each month, Xxxxxx will
calculate Company's fee for the preceding month as stated in this
Paragraph 2 and pay such
fee to Company. For purposes of this paragraph 2, the average daily
net asset value of the shares of the Fund will be based on the net
asset values reported by such Fund to the Company.
3. NATURE OF PAYMENTS. The parties to this letter agreement recognize and
agree that Xxxxxx'x payments to the Company relate to administrative
and shareholder services only and do not constitute payment in any
manner for investment advisory services or for costs of distribution of
Contracts or of shares of the Fund, and that these payments are not
otherwise related to investment advisory or distribution services or
expenses. The amount of administrative and shareholder servicing
expense payments made by Xxxxxx to the Company pursuant to Paragraph 2
of this letter agreement will not be deemed to be conclusive with
respect to actual administrative and shareholder servicing expenses or
savings of Xxxxxx.
4. REPRESENTATIONS. The Company represents and warrants that in
performing the services and receiving the compensation described in
this letter agreement it will comply with all applicable laws, rules
and regulations.
5. TERM. This letter agreement will remain in full force and effect for so
long as any assets of the Fund are attributable to amounts invested by
the Company under the Participation Agreement, unless terminated in
accordance with Paragraph 6 of this letter agreement. Fees will
continue to be due and payable with respect to the shares attributable
to existing Contracts for only so long as such payments comply with
applicable laws, rules and regulations.
6. TERMINATION. This letter agreement will be terminated upon mutual
agreement of the parties hereto in writing.
7. AMENDMENT. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing.
8. COUNTERPARTS. This letter may be executed in counterparts, each of
which will be deemed an original but all of which will together
constitute one and the same instrument.
9. SUCCESSORS AND ASSIGNS. This letter agreement shall bind and inure to
the benefit of and be enforceable by the parties and their respective
successors and assigns.
If this letter agreement is consistent with your understanding of the
matters we discussed concerning administrative and shareholder
servicing expenses payments, please sign below and return a signed
copy to us.
Very truly yours,
COLUMBUS LIFE INSURANCE COMPANY
By:__________________________________
Acknowledged and Agreed:
JPMORGAN CHASE BANK
By:_______________________________
Xxxxx X. Xxxxx
Vice President
Attachment: Schedule A
SCHEDULE A
Maintenance of Books and Records
--------------------------------
o Record issuance of shares
o Record transfers (via net purchase orders)
o Reconciliation and balancing of the separate account at the fund level in
the general ledger, at various banks and within systems interface
Communication with the Fund
---------------------------
o Purchase Orders
- Determination of net amount available for investment by the Fund
- Deposit of receipts at the Fund's custodian (generally by wire
transfer)
- Notification of the custodian of the estimated amount required to pay
dividend or distribution o Redemption Orders
- Determination of net amount required for redemptions by the Fund -
Notification of the custodian and Fund of cash required to meet
payments - Cost of share redemption
o Daily pricing
Processing Distributions from the Fund
--------------------------------------
o Process ordinary dividends and capital gains
o Reinvest the Fund's distributions
Report
-------
o Periodic information reporting to the Fund
Fund-related Contractowner Services
------------------------------------
o Financial consultant's advice to contractowners with respect to Fund
inquiries (not including information about performance or related to sales)
o Communications to contractowners regarding Fund and subaccount performance
Other Administrative Support
----------------------------
o Providing other administrative support for the Fund as mutually agreed
between the Company and the Fund or the Adviser
o Relieving the Fund of other usual or incidental administrative services
provided to individual contractowners
