Exhibit (8)(d)
SERVICES AGREEMENT
The terms and conditions of this Services Agreement between Pacific
Investment Management Company LLC ("PIMCO") and Woodmen of the World and/or
Omaha Woodmen Life Insurance Society (the "Company") are effective as
of -------------, 2002.
WHEREAS, the Company, PIMCO Funds Distributors LLC and PIMCO Variable
Insurance Trust (the "Trust") have entered into a Fund Participation Agreement
dated -----------------, 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 Administrative Class 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
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("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.
2. Compensation. In consideration of the Services, PIMCO agrees to pay to
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the Company a service fee at an annual rate equal to ten (10) basis points
(0.10%) 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.
3. Term. This Services Agreement shall remain in full force and effect
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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
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agreement of the parties hereto in writing.
5. Effect on Other Terms, Obligations and Covenants. Nothing herein shall
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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.
In witness whereof, the parties have caused their duly authorized officers
to execute this Services Agreement.
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
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By:
Title:
Date:
Woodmen of the World and/or Omaha Woodmen Life
Insurance Society
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By:
Title:
Date:
