EXHIBIT 9C
ADMINISTRATIVE SERVICES AGREEMENT
PFL LIFE INSURANCE COMPANY (the "Insurer") and the ATLAS INSURANCE TRUST (the
"Trust") mutually agree to the arrangements set forth in this Agreement (the
"Agreement") dated as of ____________, 1997.
WHEREAS, the Insurer issues variable annuities (the "Policies"); and
WHEREAS, amounts invested in the Policies by policyholders are deposited in
separate accounts of the Insurer which will in turn purchase shares of certain
portfolios of the Trust, each of which is an investment option offered by the
Policies; and
WHEREAS, the Trust expects to derive substantial savings in administrative
expenses by virtue of having separate accounts of the Insurer as shareholders of
record of Trust shares, rather than numerous public shareholders, and having the
Insurer perform certain administrative services for the Trust (which are
identified on Schedule A hereto); and
WHEREAS, neither the Insurer nor any other person has any contractual or other
legal obligation to perform such administrative services for the Trust; and
WHEREAS, the Insurer desires to be compensated for providing such administrative
services to the Trust; and
WHEREAS, the Trust desires that it benefit from the lower administrative
expenses expected to result from the administrative services performed by the
Insurer:
NOW, THEREFORE, the parties agree as follows:
1. ADMINISTRATION EXPENSE PAYMENTS
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(a) The Trust agrees to pay the Insurer an amount as identified and
described on Schedule B hereto.
(b) The Trust shall calculate the payment contemplated by this Section 1
at the end of each fiscal quarter and will make such payment to the
Insurer, without demand or notice by the Insurer, reasonably promptly
thereafter.
2. TERM
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This Agreement shall remain in full force and effect for a period of one
year from the date hereof and shall be automatically renewed thereafter for
successive one-year periods, unless otherwise terminated in accordance with
Section 4 hereof.
3. TERMINATION
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(a) This Agreement will be terminated upon mutual agreement of the parties
hereto in writing.
(b) Either party to this Agreement may, by notice to the other party
delivered more than thirty (30) days prior to the expiration of any
one-year term of this Agreement, elect to terminate this Agreement as
of the end of such term.
(c) This Agreement shall automatically terminate upon (i) the termination
of the Participation Agreement between the Insurer and the ATLAS
Insurance Trust, or (ii) the dissolution or bankruptcy of any party
hereto, or in the event that nay party hereto is placed in
receivership or rehabilitation, or in the event that the management of
its affairs is assumed by any governmental, regulatory or judicial
authority.
4. AMENDMENT
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This Agreement may be amended only upon mutual agreement of the parties
hereto in writing.
5. NOTICES
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All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered
(a) to the Trust at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(b) to the Insurer, at PFL Life Insurance Company, Financial Markets
Division, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇,
attention: Division General Counsel
6. MISCELLANEOUS
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(a) Successors and Assigns. This Agreement shall be binding upon the
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parties hereto and their transferees, successors and assigns. The
benefits of and the right to enforce this Agreement shall accrue to
the parties and their transferees, successors and assigns.
(b) Assignment. Neither this Agreement nor any of the rights, obligations
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or liabilities of either party hereto shall be assigned without the
written consent of the other party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be construed
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to give any person or entity other than the parties hereto any legal
or equitable claim, right or remedy. Rather, this Agreement is
intended to be for the sole and exclusive benefit of the parties
hereto.
(d) Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original but all of which shall together
constitute one and the same instrument.
(e) Applicable Law. This Agreement shall be interpreted, construed, and
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enforced in accordance with the laws of the State of Delaware, without
reference to the conflict of law thereof.
(f) Severability. If any portion of this Agreement shall be found to be
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invalid or unenforceable by a court or tribunal or regulatory agency
or competent jurisdiction, the remainder shall not be affected
thereby, but shall have the same force and effect as if the invalid or
unenforceable portion had not been inserted.
(g) Arbitration. Any and all disputes arising under this agreement shall
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be settled by arbitration in the City of Cedar Rapids, Iowa, under the
rules then obtaining of the American Arbitration Association, and
judgment may be entered upon the award in any court of competent
jurisdiction. The determination of the arbitrators shall be final and
binding on all parties. The costs of arbitration shall be equally
borne by the Insurer and Atlas provided, however, that the arbitrators
may assess one party more heavily than the other for these costs upon
a finding that the party did not make a good faith effort to settle
the dispute informally when it first arose.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PFL LIFE INSURANCE COMPANY ATLAS INSURANCE TRUST, on behalf
of its separate series
By: By:
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Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ Name:
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Title: President Title:
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SCHEDULE A
ADMINISTRATIVE SERVICES FOR THE TRUST
MAINTENANCE OF BOOKS AND RECORDS
. Maintaining an inventory of share purchases to assist transfer agent in
recording issuance of shares.
. Performing miscellaneous account services to assist transfer agent in
recording transfers of shares (via net purchase orders).
. Reconciliation and balancing of the separate account at the Trust level in
the general ledger and reconciliation of cash accounts at general account.
PURCHASE ORDERS
. Determination of net amount of cash flow into Trust.
. Reconciliation and deposit of receipts at Trust and confirmation thereof.
REDEMPTION ORDERS
. Determination of net amount required for redemptions by Trust.
. Notification of Trust of cash required to meet payments.
REPORTS
. Periodic information reporting to the Trust as mutually agreed between the
Insurer and the Trust.
TRUST-RELATED CONTRACT OWNER SERVICES
. Telephonic support for contract owners with respect to inquiries about the
Trust (not including information about performance or related to sales.)
OTHER ADMINISTRATIVE SUPPORT
. Sub-Accounting services.
. Providing other administrative support to the Trust as mutually agreed
between the Insurer and the Trust.
. Relieving the Trust of other usual or incidental administrative services
provided to individual shareholders.
. Preparation of reports to certain third-party reporting services.
SCHEDULE B
As of _______, 1997, the Administrative Services Agreement dated _______, 1997,
by and between PFL Life Insurance Company and the Atlas Insurance Trust is
applicable to the following portfolios of the Trust:
1. Atlas Balanced Portfolio
The applicable annual fee shall be 25 basis points (0.25%) of the aggregate
investments in portfolios of the Trust by PFL Variable Annuity Account A of the
Insurer related to the Atlas Portfolio Builder Variable Annuity contracts as a
percentage of the average daily net asset value of such investments.
PFL Life Insurance Company
By:
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Date Signed Title:
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Atlas Insurance Trust
By:
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Date Signed Title:
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