EXHIBIT 8.a.(iv)
SERVICES AGREEMENT
The terms and conditions of this Services Agreement between Xxxxxxx Xxxxxx
Investments, Inc. (the "Advisor") and SAFECO Life Insurance Company (the
"Company") are effective as of _______________, 1998.
WHEREAS, the Company and Xxxxxxx Investor Services, Inc. ("Investor
Services") have entered into a Participating Contract and Policy Agreement dated
_______________, 199__, as may be amended form 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 Xxxxxxx Variable Life Investment Fund (the "Fund", the
portfolios of which are referred to herein as "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, the Advisor recognizes that in the course of soliciting
applications for its Variable Contracts and in servicing owners of the Variable
Contracts, the Company and its agents that are registered representatives of
broker-dealers provide information about the Fund and its Portfolios from time
to time, answer questions concerning the Funds 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, the Advisor desires that the efforts of the Company and its agents
in providing written and oral information and services regarding the Fund to
current and prospective Variable Contract shall continue; and
WHEREAS, the following represents the collective intention and
understanding of the service fee agreement between the Advisor and the Company.
NOW THEREFORE, in consideration of their mutual promises, the COMPANY and
the ADVISOR agree as follows:
1. SERVICES. The company and/or its affiliates agree to provide services
("Services") to current and prospective owners of Variable Contracts including,
but not limited to: teleservicing support in connection with the Portfolios;
delivery of reports, notices, proxies and proxy statements and other
informational materials; facilitation of the tabulation of Variable Contract
owners' votes in the event of a Fund shareholder vote; maintenance of Variable
Contract records reflecting Shares purchased and redeemed and Share balances;
provision of support services including providing information about the Fund and
its Portfolios and answering questions concerning the Fund 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
including 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, the Advisor agrees to pay
to the Company a service fee at an annual rate equal to fifteen (15) basis
points (0.15%) (five (5) basis points for the Money Market Portfolio) of the
average daily value of the Shares held in Separate Accounts. Such payments will
be made monthly in arrears, PROVIDED HOWEVER, that such payments shall only be
payable of each calendar month during which time the total dollar value of
Shares held by the Separate Accounts purchased pursuant to the Participation
Agreement exceeds $15 million. For purposes of computing the payment to the
Company under this paragraph 2, the average daily value of Shares held in
Separate Accounts over a monthly period shall be computed by totaling such
Separate Accounts' aggregate investment (Share net
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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 the Company at the end of each calendar month
and the Company shall send a detailed statement of each such fee computation to
the Advisor. Payment shall be due and will be paid to the Company within 30
days thereafter.
3. TERM. This Service 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
60 days written notice to the other. The Services Agreement shall terminate
automatically upon the redemption of all Shares held in Separate Accounts, upon
termination of the Participating Agreement, or upon its assignment by either
party hereto. Notwithstanding the termination of this Services Agreement, the
Advisor will continue to pay the service fees in accordance with paragraph 2 so
long as net assets of the Company or a Separate Account remain in a Portfolio,
provided such continued payment is permitted in accordance with applicable law
and regulation.
4. AMENDMENT. This Service 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, the Advisor or the Fund previously or currently
in effect, including those contractual terms, obligations or covenants contained
in the Participation Agreement.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Service Agreement.
XXXXXXX INVESTMENTS, INC. SAFECO LIFE INSURANCE
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By: By:
Title: Title:
Date: Date:
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