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Exhibit 1.8(h)(2)
[TO BE TYPED ON ADVISER'S LETTERHEAD]
[NAME & ADDRESS]
Re: ADMINISTRATIVE SERVICES
Dear --------------:
_______________________________ ("Life Company") will invest in one or more
series funds (each a "Portfolio") of the Deutsche Asset Management VIT Funds
("Trust") as the underlying funding vehicle for certain variable annuity
contracts and variable life insurance policies (collectively, the "Contracts)
issued by Life Company. Bankers Trust Company ("Bankers Trust") serves as the
investment adviser to the Trust and in such capacity provides investment
advisory and administrative services to the Trust and its Portfolios.
Life Company hereby agrees to provide the services enumerated herein
on a sub-administration basis to owners of Contracts ("Contract Owners") who are
the beneficial owners of shares of the Portfolios. Such services shall consist
of the following:
1. Providing necessary personnel and facilities to establish and maintain
Contract Owner accounts and records.
2. Recording and crediting debits and credits to the accounts of Contract
Owners.
3. Paying the proceeds of redemptions to Contract Owners either by check
or by wire.
4. Furnishing Fund prospectuses, proxy statements, annual and semi-annual
reports to shareholders and other communications from the Fund to
Contract Owners.
5. Performing such shareholder servicing as may be required, which shall
include but not be limited to, responding to questions regarding
account balances and other account inquiries.
6. Federal and state income tax withholding and reporting.
7. Providing such other assistance and services as may reasonably be
requested by the Fund.
In recognition of Life Company providing such services and the
administrative cost savings to the Portfolios and the Trust, the Bankers Trust
will pay Life Company the fees set forth in Exhibit A hereto ("Fees").
In the event that the investment advisory and/or administration fees paid
by the Portfolio to Bankers Trust are reduced by the Board of Trustees of the
Trust pursuant to an amendment of the applicable agreement, or because, in good
faith opinion of the Trust, based upon an opinion of counsel reasonably
acceptable to Life Company, such payments are, will or may be in contravention
or violation of any law, rule, regulation, court decision or order, or
out-of-court settlement of actual or threatened litigation or enforcement
position of any regulatory body having jurisdiction over the Trust (taken
together, "Change
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in Law"), the Fees shall be adjusted accordingly to conform to such Change in
Law on terms and conditions deemed fair and equitable by Bankers Trust.
Either party may terminate this Agreement, without penalty, on 60 days'
written notice to the other party; except that the Fees set forth in Exhibit A
shall continue as long as the assets underlying the Contracts issued by Life
Company are allocated to the Trust. Unless so terminated, this Agreement shall
continue in effect for so long as Bankers Trust, or its successor(s) in
interest, continues to perform in an advisory capacity for the Trust and for so
long as any Contract values or any monies attributable to Life Company are in
the Trust.
Each party hereto shall indemnify and hold harmless ("Indemnifying Party")
the other party and each of its officers, directors, trustees, employees, and
agents (individually and collectively and "Indemnified Party") from and against
any and all losses, claims, damages, liabilities, costs, and expenses (including
reasonable attorneys' fees) ("Loss") arising out of (i) any violation by the
indemnifying Party of any law, rule, regulation, court order or enforcement
position of any regulatory body having jurisdiction over either party, (ii) the
Indemnifying party's performance of or failure to perform its obligations under,
or in connection with this Agreement except that an Indemnifying Party shall
have no liability to the extent such Losses result from the negligence, willful
misconduct or breach of this of this Agreement by an Indemnified Party. In no
event shall any party be liable for any special, consequential, or incidental
damages. The indemnification under this Agreement is in addition to (but not
duplicative of), and not in lieu of, any indemnification provided under any Fund
Participation Agreement entered into between the parties.
If you are in agreement with the foregoing, please sign a copy and return
it to the undersigned.
Sincerely,
Bankers Trust Company Accepted and Agreed:
----------------------------------
By: ---------------------- By:-------------------------
(Print Name and Title) (Print Name and Title)
Date: ---------------------- Date:-----------------------
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EXHIBIT A
DEUTSCHE ASSET MANAGEMENT VIT FUNDS
FEES
For each of the following Portfolios, Bankers Trust agrees to pay Life
Company a quarterly amount that is equal on an annual basis to the
specified percentage of the average combined daily net assets of all
of the shares of the Portfolio held in the Life Company's segregated
asset accounts pursuant to the applicable Participation Agreement:
Portfolio Fees for Administrative Services
77705
