November 28, 2000
Xx. Xxxxxxxx X. Xxxxx, President
Columbus Life Insurance Company
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
The following constitutes a letter of understanding (the "Agreement")
whereby OppenheimerFunds, Inc. ("OFI") intends to compensate Columbus Life
Insurance Company, ("the Company") for providing administrative support services
to contract owners of any variable annuity and variable life insurance products
identified below ("the Products") with contract values allocated to investment
options investing in Service shares of Xxxxxxxxxxx Variable Account Funds
("OVAF") and Panorama Series Fund ("Panorama"), both of which are series
investment companies dedicated to insurance company separate accounts for which
OFI acts as investment manager. Such services are described in Schedule A
hereto, and such Products and their respective separate Accounts are listed in
Schedule B hereto, each of which is made a part of the Agreement. This Agreement
may be cancelled by any party upon ten days written notice: (1) if either the
participation agreement for the Products between OFI, the Company and OVAF or
the participation agreement for the Products between OFI, the Company and
Panorama (collectively "Participation Agreements") is terminated; (2) if either
party is subject to a change of control; or (3) if it is not permissible to
continue this Agreement under laws, rules or regulations applicable to OVAF,
Panorama, OFI or the Company. Either party may also cancel this Agreement upon
ninety days' written notice if neither the Company nor any underwriter under its
control actively promotes the Products with Service shares of OVAF and Panorama
as underlying options to customers. Either party may also cancel this Agreement
upon six months' written notice.
This Agreement will be effective as of January 1, 2001. Payment will be
made to the Company quarterly during the term this Agreement is in effect, no
later than thirty days following the end of the quarter starting with the
quarter ending March 31, 2001. Payments shall be computed as set forth in
Schedule C hereto.
Other terms and conditions:
A. Except to the extent that counsel for the Company, OFI, OVAF or Panorama
may deem it necessary or advisable to disclose in their respective prospectuses
or elsewhere, the terms of this Agreement will be held confidential by each
party. The party making such disclosure shall provide advance written
notification, including particulars, to the other party that it is making such
disclosure.
B. This Agreement does not modify or replace any other agreement pertaining
to any other Xxxxxxxxxxx fund.
C. OFI will be responsible for calculating the fee payable hereunder.
D. Each party shall provide each other party or its designated agent
reasonable access to its records to permit it to audit or review the accuracy of
the charges submitted for payment under this Agreement.
E. Should any term of this Agreement conflict with the terms of the
Participation Agreements, then the Participation Agreements shall control.
Except as stated in the Participation Agreements, no other fees, sales meeting
costs or other expenses will be required of OFI (or any subsidiary or division),
OVAF or Panorama in connection with the Products.
F. OFI may transfer or assign its rights, duties and obligations hereunder
or interest herein to any entity owned, directly or indirectly, by Xxxxxxxxxxx
Acquisition Corp. (OFI's parent corporation) or to a successor in interest
pursuant to a merger, reorganization, stock sale, asset sale or other
transaction, without the consent of the Company.
We look forward to a long and prosperous relationship. If this Agreement
meets with your approval, please have the enclosed duplicate copy of this letter
signed on behalf of the Company, and return it to my attention.
Sincerely,
Xxxxxxx X.X. Xxxxx
Title: Vice President,
OppenheimerFunds, Inc.
Xxxxxx to and accepted on behalf of
COLUMBUS LIFE INSURANCE COMPANY
By: ___________________________
Title: President
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