EXHIBIT 10(l)
SERVICES AGREEMENT
The terms and conditions of this Services Agreement between
Evergreen Asset Management Corp. ("EAMC"), First Capital Group
("FCG") and Golden American Life Insurance Company (the "Company")
are effective as of XXXXX, 0000.
WHEREAS, the Company and Evergreen Variable Annuity Trust (the
"Trust") have entered into a Participation Agreement dated XXXXX,
0000, 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 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, EAMC and FCG recognize that they 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, EAMC and FCG wish 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 EAMC, FCG and the
Company.
NOW, THEREFORE, in consideration of their mutual promises, the
Company, EAMC and FCG agree as follows:
1. Services. The Company and/or its affiliates agree to provide
services ("Services") to owners of Variable Contracts including, but
not limited to: teleservicing support in connection with the
Portfolios; delivery of current Trust private placement memoranda,
reports, notices, proxies and proxy statements, as applicable, 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 EAMC, with regard to the VA Foundation
Fund, the VA Global Leaders Fund and the VA Small Cap Value Fund or
FCG with regard to the VA Equity Index Fund, 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, EAMC
agrees to pay to the Company a service fee at an annual rate equal to
fifteen (15) basis points (0.15%) of the average daily value of the
Shares held in the Separate Accounts investing in the VA Foundation
Fund, the VA Global Leaders Fund and the VA Small Cap Value Fund. In
consideration of the Services, FCG agrees to pay to the Company a
service fee at an annual rate equal to fifteen (15) basis points
(0.15%) of the average daily value of the Shares held in the Separate
Account investing in the VA Equity Index Fund. 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 EAMC and FCG 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 EAMC and FCG 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 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 EAMC or FCG, as applicable,
or upon assignment of the Participation Agreement by either the
Company, EAMC or FCG. Notwithstanding the termination of this
Services Agreement, EAMC and FCG will continue to pay the applicable
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 agreement of the parties hereto in writing.
5. Effect on Other Terms, Obligations and Covenants. Nothing
herein shall amend, modify or supersede any contractual terms,
obligations or covenants among or between any of the Company, EAMC,
FCG or the Trust previously or currently in effect, including those
contractual terms, obligations or covenants contained in the
Participation Agreement.
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In witness whereof, the parties have caused their duly
authorized officers to execute this Services Agreement.
EVERGREEN ASSET MANAGEMENT CORP.
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By:
Title:
Date:
FIRST CAPITAL GROUP
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By:
Title:
Date:
GOLDEN AMERICAN LIFE INSURANCE COMPANY
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By:
Title:
Date:
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