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EXHIBIT 1-A(8)(d)(i)
[COUNSELLORS SECURITIES INC. LETTERHEAD]
March 10, 1997
Federal Xxxxxx Life Assurance Company
Xxxxxx Investors Life Insurance Company
Xxx Xxxxxx Xxxxx
Xxxx Xxxxx,XX 00000-0000
Ladies and Gentlemen:
This letter sets forth the agreement between Warburg Pincus
Counsellors, Inc. ("Counsellors") and Federal Xxxxxx Life Assurance Company
("FKLAC") and Xxxxxx Investors Life Insurance Company ("KILIC" and,
collectively, the "Companies") concerning certain administrative services to be
provided by you on a sub-administration basis, with respect to Designated
Portfolios (as defined below) of the Warburg, Xxxxxx Trust (the "Fund").
1. Administrative Services and Expenses. Administrative services for the
Accounts (as defined below) which invest in Designated Portfolios (as
defined below) of the Fund pursuant to the Participation Agreements
between each of the Companies and the Fund, Counsellors Securities, Inc.
("CSI") and Counsellors (the "Participation Agreements") and for purchasers
of Contracts (as defined below) are the responsibility of the Companies.
Administrative services for the Designated Portfolios, in which the
Accounts invest, and for purchasers of shares of the Designated Portfolios,
are the responsibility of the Fund, CSI or Counsellors.
Capitalized terms not defined herein shall have the meanings ascribed to
them in the Participation Agreements.
You have agreed to assist us, as we may request from time to time, with
the provision of administrative services ("Administrative Services") to the
Designated Portfolios, on a subadministration basis, as they may relate to
the investment in the Designated Portfolios by the Accounts. It is
anticipated that Administrative Services may include (but shall not be
limited to) the mailing of Fund reports, notices, proxies and proxy
statements and other informational materials to holders of the Contracts
supported by the Accounts with allocations to the Designated Portfolios;
the provision of various reports for the Fund and for submission to the
Fund's Board of Trustees; the provision of shareholder support services
with respect to the Designated Portfolios; such services listed on Schedule
A attached hereto and made a part hereof.
2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set forth
in this Agreement, Counsellors agrees to pay the Company on a quarterly
basis an amount set forth in Schedule B attached hereto and made a part
hereof.
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For purposes of computing the payment to the Company contemplated under
this Paragraph 2 for each quarterly period, the total of the average daily
net assets invested by the Accounts shall be multiplied by the rate shown
in Schedule B multiplied by the actual number of days in the period divided
by 365.
The expense payment contemplated by this Paragraph 2 shall be
calculated by Counsellors at the end of each quarter and will be paid to
the Companies within 30 days thereafter on a pro-rata basis. Payment will
be accompanied by a statement showing the calculation of the quarterly
amount payable by Counsellors and such other supporting data as may be
reasonably requested by the Companies.
3. Nature of Payments. The parties to this letter agreement recognize and
agree that Counsellors's payments to the Companies relate to Administrative
Services only. The amount of administrative expense payments made by
Counsellors to the Companies pursuant to Paragraph 2 of this letter
agreement shall not be deemed to be conclusive with respect to actual
administrative expenses or savings of Counsellors.
4. Term. This letter agreement shall remain in full force and effect
for so long as the assets of the Designated Portfolios are attributable to
amounts invested by the Accounts under the Participation Agreements, unless
terminated in accordance with Paragraph 5 of this letter agreement.
5. Termination. This letter agreement will be terminated by either party
upon 90 days' advance written notice or immediately upon termination of a
Participation Agreement (with respect to such Participation Agreement) or
upon the mutual agreement of the parties hereto in writing.
6. Representation. The Companies represent and agree that they will
maintain and preserve all records as required by law to be maintained and
preserved in connection with providing the Administrative Services, and
will otherwise comply with all laws, rules and regulations applicable to
the Administrative Services.
7. Subcontractors. The Companies may, with the consent of Counsellors,
contract with or establish relationships with other parties for the
provision of the Administrative Services or other activities of the
Companies required by this letter agreement, provided that the Companies
shall be fully responsible for the acts and omissions of such other
parties.
8. Authority. This letter agreement shall in no way limit the authority of
the Fund, CSI or Counsellors to take such action as any of such parties may
deem appropriate or advisable in connection with all matters relating to
the operations of the Fund and/or sale of its shares. The Companies
understand and agree that the obligations of Counsellors under this letter
agreement are not binding upon the Fund.
9. Indemnification. This letter agreement will be subject to
the indemnification provisions in Article VIII of each of the Participation
Agreements.
10. Miscellaneous. This letter agreement may be amended only upon
mutual agreement of the parties hereto in writing. This
letter agreement may not be assigned by a party hereto, by
operation of law or otherwise, without the prior written consent of the
other party. This
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letter agreement, including Schedule A and Schedule B, constitutes the
entire agreement between the parties with respect to the matters dealt
with herein, and supersedes any previous agreements and documents with
respect to such matters. This letter agreement may be executed in
counterparts, each if which shall be deemed an original but all if which
shall together constitute one and the same instrument. Each Company agrees
to notify Counsellors promptly if for any reason it is unable to perform
fully and promptly any if its obligations under this letter agreement.
The parties to this letter agreement acknowledge and agree that all
liabilities if the Fund arising, directly or indirectly, under this
agreement will be satisfied solely out if the assets of the Fund and that
no trustee, officer, agent or holder if shares if beneficial interest if
the Fund will be personally liable for any such liabilities. No Portfolio
of the Fund will be liable for the obligations or liabilities if any other
Portfolio.
11. Notice. Any notices required to be sent hereunder shall be sent in
accordance with the respective Participation Agreement.
If this letter agreement is consistent with your understanding if the matters
we discussed concerning administrative expense payments, kindly sign below
and return a signed copy to us.
Very truly yours,
Warburg, Xxxxxx Counsellors, Inc.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Acknowledged and Agreed:
FKLAC KILIC
By: /s/ Xxxx X. Xxxxxxx, Xx. By: /s/ Xxxx X. Xxxxxxx, Xx.
Name: Xxxx X. Xxxxxxx, Xx. Name: Xxxx X. Xxxxxxx, Xx.
Title: Marketing Officer Title: Marketing Officer
Attachment: Schedule A
Schedule B
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SCHEDULE A
I. Fund-related contractowner services
- Certain costs associated with dissemination of Fund prospectus to existing
contractowners, as provided in the Participation Agreements.
- Fund proxies (including facilitating distribution of proxy material to
contractowners, tabulation and reporting).
- Telephonic support for contractowners with respect
to inquiries about the Fund (not including information related to sales).
- Communications to contractowners regarding performance of the Account and the
Designated Portfolios.
II. Sub-accounting services
- Aggregating purchase and redemption orders of the Account for sales of the
Designated Portfolios.
- Recording issuance and transfers of shares of the Designated Portfolios held
by the Account.
- Processing and reinvesting dividends and distributions of the
Designated Portfolios held by the Account.
III. Other administrative support
- Providing other administrative support to the Fund as mutually agreed between
the Company and the Fund, Counsellors or CSI.
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SCHEDULE B
Counsellors agrees to pay each Company a quarterly amount that is equal on an
annual basis to twenty-five basis points (.25%) of the average combined daily
net assets of all of shares of the Fund held in the Account of such Company
pursuant to the respective Participation Agreement commencing with the quarter
in which the sum of the combined average net asset value of investments by the
Accounts of the Companies exceeds $200 million. Prior to such quarter, and in
any subsequent quarter in which the average aggregate net asset value of
investments by the Accounts drops below $200 million, Counsellors agrees to pay
to each Company a fee equal to twenty basis points (.20%) of the average daily
value of the total number of shares of the Fund held by the Account of such
Company.
