EXHIBIT (b)(8)(h)
REIMBURSEMENT AGREEMENT
Agreement, dated as of February 3, 1992 between Xxxxxxx Xxxxx
Investment Management, Inc., doing business as Xxxxxxx Xxxxx Asset Management,
("MLAM") and Xxxxxxx Xxxxx Life Agency, Inc. ("MLLA").
WHEREAS, MLAM is the investment adviser for Xxxxxxx Xxxxx Variable
Series Funds, Inc. (the "Fund"), a series fund presently consisting of ten
separate portfolios and which may consist of additional portfolios in the future
(the "Portfolios"); and
WHEREAS, shares of the Fund are held by various separate accounts to
fund benefits under variable annuity contracts issued by Family Life Insurance
Company, Xxxxxxx Xxxxx Life Insurance Co. and ML Life Insurance Co. of New York
(the "Contracts"); and
WHEREAS, MLLA is one of the principal distributors of the Contracts;
and
WHEREAS, MLAM and the Fund are parties to investment advisory
agreements with respect to the Portfolios which provide for an expense
limitation which, in general terms, requires that MLAM reimburse the Fund for
ordinary operating expenses to the extent required under the most restrictive
expense limitation set forth in state securities laws or regulations thereunder
(the "Investment Advisory Agreements"); and
WHEREAS, MLLA and MLAM desire to further limit such ordinary operating
expenses of the present Portfolios of the Fund and Portfolios which may be
created in the future;
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants hereinafter set forth, it is hereby agreed that:
1. Commencing on February 10, 1992, MLLA shall:
a. reimburse the Fund with respect to each Portfolio in an amount
equal to the amount by which the aggregate operating expenses of such Portfolio
during such period less interest, taxes, brokerage fees and commissions and
extraordinary charges such as litigation costs during such period exceed 1.25%
of the average daily net assets of such Portfolio; and
b. indirectly reimburse the Fund, by reimbursing MLAM, with
respect to any amounts MLAM is required to pay and does pay to the Fund by
reduction of its fee pursuant to the expense limitation provisions of the
Investment Advisory Agreement.
2. This Agreement may not be amended, modified or terminated except
pursuant to a writing executed on behalf of each of the parties hereto.
XXXXXXX XXXXX INVESTMENT MANAGEMENT, INC.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
XXXXXXX XXXXX LIFE AGENCY, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
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