EXHIBIT 1.8(e)(2)
ADMINISTRATIVE SERVICES AGREEMENT
Liberty Life Assurance Company of Boston (the "Company") and Xxxxx Xxx &
Xxxxxxx, Inc. (the "Adviser") mutually agree to the arrangements set
forth in this Agreement (the "Agreement") dated as of May 19, 1999.
WHEREAS, Adviser is investment adviser to SteinRoe Variable Investment
Trust (the "Trust"); and
WHEREAS, the Company issues variable life insurance policies (the
"Contracts"); and
WHEREAS, amounts invested in the Contracts by contract holders are
deposited in separate accounts of the Company which in turn purchase shares
of the portfolios of the Trust, each of which is an investment option offered
by the Contracts; and
WHEREAS, the Trust expects to derive substantial savings in
administrative expenses by virtue of having separate accounts of the Company
as sole shareholders of record of the Trust shares, rather than numerous
public shareholders; and
WHEREAS, neither the Adviser nor the Company has any contractual or
other legal obligation to perform administrative services for the Trust; and
WHEREAS, the Company desires to be compensated for providing
administrative services to the Trust; and
WHEREAS, the Adviser desires that the Trust continue to benefit from the
lower administrative expenses resulting from the administrative services to
be performed by the Company; and
WHEREAS, the Adviser has elected to compensate the Company for providing
administrative services to the Trust from its own assets, rather than request
the Trust to bear the cost of such compensation;
NOW, THEREFORE, the parties agree as follows:
1. ADMINISTRATIVE EXPENSE PAYMENTS.
The Adviser agrees to pay to the Company an amount equal to an annual
rate of _._ _% percent of the average net assets of the Trust that are
attributable to variable life contracts offered by the Company during the
prior quarter. The Adviser shall calculate the payment contemplated by this
Section 1 at the end of each fiscal quarter and will make such payment to the
Company, without demand or notice by the Company within 30 days thereafter.
2. NATURE OF PAYMENTS.
The parties to this Agreement recognize and agree that the Adviser's
payments to the Company are for administrative services only, do not
constitute payment in any manner for investment advisory services or for the
cost of distribution of Contracts or of Trust shares, and are not otherwise
related to investment advisory or distribution services or expenses.
Administrative expense payments by the Adviser to the Company pursuant to
Section 1 of this Agreement are not intended to be, and shall not be deemed
to be, indicative of the amount of the Adviser's BONA FIDE profits from
serving as investment adviser to the Trust or of the actual cost to the
Company of providing administrative services to the Trust.
3. TERM.
This Agreement shall remain in full force and effect for a period of one
year from the date hereof and shall be automatically renewed thereafter for
successive one-year periods, unless otherwise terminated in accordance with
Section 4 hereof.
4. TERMINATION.
(a) This Agreement will be terminated upon mutual agreement of the
parties hereto in writing.
(b) Either party to this Agreement may, by notice to the other party
delivered more than 30 days prior to the expiration of any one-year term of
this Agreement, elect to terminate this Agreement as of the end of such term.
5. AMENDMENT.
This Agreement may be amended only upon mutual agreement of the parties
hereto in writing.
6. NOTICES.
All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered:
If to the Company:
Liberty Life Assurance Company of Boston
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Executive Vice President and Chief Operating Officer
With a copy to: Counsel
If to the Adviser:
c/o Xxxxx Xxx & Farnham, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn.: Secretary
7. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their transferees, successors and assigns. The benefits of
and the right to enforce this Agreement shall accrue to the parties and their
transferees, successors and assigns.
(b) ASSIGNMENT. Neither this Agreement nor any of the rights,
obligations or liabilities of either party hereto shall be assigned without
the written consent of the other party.
(c) INTENDED BENEFICIARIES. Nothing in this Agreement shall be construed
to give any person or entity other than the parties hereto any legal or
equitable claim, right or remedy. Rather, this Agreement is intended to be
for the sole and exclusive benefit of the parties hereto.
(d) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall together
constitute one and the same instrument.
(e) APPLICABLE LAW. This Agreement shall be interpreted, construed and
enforced in accordance with the laws of The Commonwealth of Massachusetts
without reference to conflict of law principles thereof.
(f) SEVERABILITY. If any portion of this Agreement shall be found to be
invalid or unenforceable by a court or tribunal or regulatory agency of
competent jurisdiction, the remainder shall not be affected thereby, but
shall have the same force and effect as if the invalid or unenforceable
portion had not been inserted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
LIBERTY LIFE ASSURANCE COMPANY XXXXX XXX & FARNHAM, INC.
OF BOSTON
BY: /s/ Xxxx Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------- --------------------------
Senior Vice President Xxxxxxx X. Xxxxxx
Senior Vice President
SCHEDULE A
ADMINISTRATIVE SERVICES FOR XXXXX XXX VARIABLE INVESTMENT
TRUST
MAINTENANCE OF BOOKS AND RECORDS
Maintain and inventory of shares purchased to assist transfer agent in
recording issuance of shares.
Perform miscellaneous accounting services to assist transfer agent in
recording transfers of shares (via net purchase orders).
Reconciliation and balancing of the separate account at the Trust level in
the general ledger and reconciliation of cash accounts at general account.
PURCHASE ORDERS
Determination of net amount of cash flow into the Trust.
Reconciliation and deposit of receipts at Trust (wire order) and confirmation
thereof.
REDEMPTION ORDERS
Determination of net amount required for redemptions by Trust.
Notification to Trust of cash required to meet payments.
Cost of share redemptions.
REPORTS
Periodic information reporting to the Trust.
Distribution of annual and semi-annual shareholder reports (to existing
contract owners).
TRUST-RELATED CONTRACT OWNER SERVICES
Mailing costs associated with dissemination of the Trust prospectus and SAI
to existing contract owners.
Telephone support for contract owners with respect to inquiries about the
Trust (not including information about performance or related to sales).
OTHER ADMINISTRATIVE SUPPORT Providing other administrative support to the
Trust as mutually agreed between the Company and the Trust.
Relieving the Trust of other usual or incidental administrative services
provided to individual shareholders.
Preparation of reports to third party reporting services.
