Administrative and Shareholder Service Agreement
Exhibit 1.A(8)(c)(viii)
Administrative and Shareholder Service Agreement
This Agreement is made as of the 31st day of March, 2000, by and between Directed Services, Inc., ("Adviser") and Security Life of Denver Insurance Company, ("Insurer") collectively "the Parties."
WHEREAS, Adviser serves as the investment adviser of The GCG Trust ("Trust") which currently consists of 25 separate operational series (each a "Portfolio"); and
WHEREAS, Insurer has entered into an agreement, dated February 11, 2000, with the Trust (a "Participation Agreement") pursuant to which the Trust will make shares of each Portfolio listed from time to time on Schedule A of the Agreement available to Insurer at net asset value and with no sales charges, subject to the terms of the Participation Agreement, to fund benefits under variable life insurance policies ("Policies") to be issued by Insurer; and
WHEREAS, the Participation Agreement provides that the Trust will bear the costs of preparing, filing with the Securities and Exchange Commission and setting for printing the Trust's prospectus, statement of additional information, including any amendments or supplements thereto, periodic reports to shareholders, and other shareholder communications (collectively, the "Trust Materials"), and that the Trust will provide Insurer with camera ready copies of all Trust materials; and
WHEREAS, the Participation Agreement provides that Insurer shall print in quantity and deliver to existing owners of Policies ("Policy owners") the Trust materials, and that the costs of printing in quantity and delivering to existing Policy owners such Trust materials will be borne by Insurer; and
WHEREAS, Insurer will incur various administrative expenses in connection with the servicing of Policy owners who have allocated policy value to a Portfolio, including, but not limited to, responding to various Policy owner inquiries regarding a Portfolio; and
WHEREAS, the Parties wish to allocate expenses in a manner that is fair and equitable, consistent with the best interests of Policy owners, and that does not entail the expense and inconvenience of separately identifying and accounting for each item of Trust expenses;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows:
I. | Services Provided: |
Insurer agrees to provide services including, but not limited to:
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II. | Expense Allocations: |
Subject to Section III, Insurer or its affiliates shall initially bear the costs of:
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III. | Payment of Expenses:
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Annual Rate | Total Average Monthly Net Assets for All Portfolios | |
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0.25% | All Assets Placed by Security Life | |
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IV. | Term of Agreement: |
This Agreement shall continue in effect for so long as the Adviser is the adviser to the Trust and Insurer or its successor(s) in interest, or any affiliate thereof, continues to hold shares of the Trust or its portfolios, and continues to perform in a similar capacity for the Company and Trust. | |
V. | Indemnification:
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VI. | Amendment |
This Agreement may be amended only upon mutual agreement of the Parties hereto in writing. | |
VII. | Notices: |
Notices and communications required or permitted hereby will be given to the following
persons at the following addresses and facsimile numbers, or such other persons, addresses or
facsimile numbers as the Party receiving such notices or communications may subsequently
direct in writing:
Directed Services, Inc. 0000 Xxxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxxx Fax: (000) 000-0000 Security Life of Denver Insurance Company 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx 00000-0000 Attention: Variable Attorney Fax: (000) 000-0000 | |
VIII. | Applicable Law: |
Except insofar as the Investment Company Act of 1940 or other federal laws and regulations may be controlling, this Agreement will be construed and the provisions hereof interpreted under and in accordance with Colorado law, without regard for that state's principles of conflict of laws. | |
IX. | Execution in Counterparts: |
This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument. | |
X. | Severability: |
If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. | |
XI. | Rights Cumulative: |
The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, that the Parties are entitled to under federal and state laws. | |
XII. | Headings |
The headings used in this Agreement are for purposes of reference only and shall not limit or define, the meaning of the provisions of this Agreement. |
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.
Directed Services, Inc. | Security Life of Denver Insurance Company | ||
By: | /s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxxxxx, Xx. |
Name: | Xxxxx X. Xxxxxxxx | Name: | Xxxxx X. Xxxxxxxxxx, Xx. |
Title: | Senior Vice President | Title: | Executive Vice President |