SERVICES AGREEMENT
The terms and conditions of this Services Agreement between Pacific
Investment Management Company ("PIMCO") and Western-Southern Life Assurance
Company (the "Company") are effective as of March 31, 1999.
WHEREAS, the Company, PIMCO Funds Distributors LLC and PIMCO Variable
Insurance Trust (the "Trust") have entered into a Fund Participation Agreement
dated March 31, 1999, 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, 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 ("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 the Company a service fee at an annual rate equal to
twenty-five (25) basis points (.25%) 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 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 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,
PIMCO or the Trust previously or currently in effect, including
those contractual terms, obligations or covenants in the
Participation Agreement.
In witness whereof, the parties have caused their duly authorized
officers to execute this Services Agreement.
PACIFIC INVESTMENT MANAGEMENT
COMPANY
-----------------------------
By:
Title:
Date:
WESTERN-SOUTHERN LIFE ASSURANCE
COMPANY
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By: Xxxx X. XxXxxxxx
Title: Senior Vice President
Date: March 31, 1999
