XXX XXXXXX FUNDS INC.
SHAREHOLDER SERVICE AGREEMENT
This SHAREHOLDER SERVICE AGREEMENT ("Agreement") is made and entered
into as of this _____ day of _______________, 2002, by and between Xxx Xxxxxx
Funds Inc. (the "Distributor ") and [COLUMBUS LIFE INSURANCE COMPANY] (the
"Company").
WHEREAS, the Distributor is the principal underwriter of Xxx Xxxxxx
Life Investment Trust (the "Fund"), an open-end investment company that serves
as an investment vehicle for separate accounts established by insurance
companies; and
WHEREAS, the Distributor has entered into a participation agreement
with the Company, dated [INSERT], as may be amended from time to time (the
"Participation Agreement"), providing for the purchase by the Company of shares
of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has adopted a Service Plan relating to Class II
Shares of the Portfolios (the "Service Plan"), as described in the Portfolios'
Class II Shares Prospectus and Statement of Additional Information; and
WHEREAS, although the Fund has also adopted a Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended,
relating to Class II Shares of the Portfolios, any and all payments under this
Agreement will be made pursuant to the Service Plan and not pursuant to such
Distribution Plan; and
WHEREAS, the Service Plan authorizes the Distributor to enter into
shareholder service agreements (such as this Agreement) with organizations
selected by the Distributor (such as the Company) whereby the Distributor may
make payments to the Company at a specified rate in consideration of shareholder
services rendered.
NOW, THEREFORE, in consideration of their mutual promises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Distributor and the Company agree as follows:
1. The Distributor agrees to pay a fee to the Company with respect to
Class II Shares of a Portfolio, in accordance with Section 2 below, for
providing personal services to Contract owners and/or maintaining Contract
owners' accounts (the "Service Activities") as described in the Service Plan.
The Service Activities may include, without limitation: (a) responding to
customer inquiries; (b) providing information to customers with respect to their
investment in Class II Shares of a Portfolio; and (c) maintaining the account of
each client or customer who has an investment in Class II Shares of a Portfolio.
The Company acknowledges that it is responsible for all costs and expenses
associated with the provision of the Service Activities hereunder.
2. Subject to the Company's continuing compliance with its obligations
pursuant to Section 1 above, the Distributor will pay a fee to the Company for
providing the Service Activities, during the term of the Participation
Agreement, at an annual rate of [INSERT]% of the average daily net assets
invested in Class II Shares of the then offered Portfolios under the Contracts
identified in the Participation Agreement (excluding all assets invested during
the guarantee (free look) periods available under the Contracts) (the "Service
Fee"). Payment will be made on a quarterly basis during the month following the
end of each quarter and shall be prorated for any portion of such period during
which this Agreement is in effect for less than the full quarter. The Service
Fee will be calculated based on the average daily net assets invested in Class
II Shares of the applicable Portfolio(s) under the Contracts over a quarter
(which shall be computed by totaling daily balances during the quarter and
dividing such total by the actual days in the quarter). The Distributor will not
be required to pay the Service Fee with respect to assets invested in Class II
Shares of a Portfolio upon the termination of the Service Plan with respect to
Class II Shares of the Portfolio or if, at any time, the fee payable by the Fund
under the Service Plan with respect to Class II Shares of the Portfolio is
reduced.
3. It is understood and agreed that the Distributor, acting reasonably
and in good faith, may make final and binding determinations as to the Company's
continuing compliance under Section 1 above and as to the specific amount of the
Company's assets invested in Class II Shares of the Portfolios that will be
considered in determining the Service Fee.
4. The Company and the Distributor acknowledge that the Fund maintains
the right, at any time and without notice to the Company, to amend its current
Prospectus, Statement of Additional Information or the Service Plan subject to
the terms thereof.
5. The Company represents and agrees that it will maintain and preserve
all records as required by law to be maintained and preserved in connection with
providing the Service Activities, and will otherwise comply with all laws, rules
and regulations applicable to such Service Activities.
6. The Company agrees to provide copies of all historical records
relating to the Company's provision of the Service Activities in accordance with
this Agreement, and all written communications and other related materials
regarding the Fund or a Portfolio to or from Contract owners, as reasonably
requested by the Distributor or its representatives (which representatives may
include, without limitation, the auditors or legal counsel of the Fund or the
Distributor) to enable the Distributor, the Fund or their respective
representatives to monitor and review the Service Activities provided by the
Company, or comply with any request of the Board of Trustees or "disinterested"
Trustees of the Fund, or a governmental body or a self-regulatory organization.
7. The Company agrees that it will permit the Distributor, the Fund or
their respective representatives to have reasonable access to the Company's
personnel and records in order to facilitate the monitoring of the quality of
the Service Activities.
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8. The Company hereby agrees to notify the Distributor promptly if for
any reason it is unable to perform fully and promptly any of its obligations
under this Agreement.
9. This Agreement may be amended only by mutual consent of the parties
hereto in writing and will terminate: (i) upon mutual agreement of the parties
hereto, (ii) upon thirty (30) days advance written notice by either party
delivered to the other party, or (iii) automatically upon the termination of the
Participation Agreement.
10. The provisions, construction, validity and effect of this Agreement
will be construed in accordance with and governed by the laws of Delaware.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified above.
[COLUMBUS LIFE INSURANCE COMPANY]
By:
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Name:
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Title:
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Tax ID:
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Company Address:
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City, State, Zip:
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XXX XXXXXX FUNDS INC.
By: __________________________________
-
Name: __________________________________
Title: __________________________________
1 Parkview Xxxxx
X.X. Xxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000-0000
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