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EXHIBIT (8)(b)(ii)
[redacted]
Xxxxxxx, Xxxxx & Co.
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxx Investors Life Insurance Company
Xxx Xxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Ladies and Gentlemen:
This letter sets forth the agreement between Xxxxxx Investors Life
Insurance Company ("you" or the "Company") and the undersigned ("we" or
"Xxxxxxx, Xxxxx & Co.") dated as of September 24, 1998, as amended and restated
December 31, 1998 concerning certain administrative services to be provided by
you, with respect to the Xxxxxxx Sachs Variable Insurance Trust (the "Trust").
1. The Trust. The Trust is a Delaware business trust registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of one or more separate series ("Portfolios") of shares and
serves as a funding vehicle for variable annuity contracts and variable life
insurance contracts. As such, the Trust sells its shares to insurance companies
and their separate accounts. With respect to various provisions of the Act, the
SEC requires that owners of variable annuity contracts and variable life
insurance contracts be provided with materials and rights afforded to
shareholders of a publicly-available SEC-registered mutual fund.
2. The Company. The Company is a Illinois life insurance company. The
Company issues variable life insurance policies and variable annuity contracts
(the "Contracts") supported by one or more separate accounts of the Company (the
"Separate Account"; if more than one, the term "Separate Account" shall apply to
each Separate Account subject hereto). The Company has entered into a
participation agreement dated September 24, 1998 (the "Participation Agreement")
with the Trust pursuant to which the Company purchases shares of the Trust for
the registered Separate Account supporting the Company's Contracts.
3. Xxxxxxx, Xxxxx & Co. Xxxxxxx, Sachs & Co. serves as the distributor
for the Trust. Xxxxxxx Xxxxx Asset Management International ("GSAMI"), an
affiliate of Xxxxxxx, Sachs & Co., serves as the investment adviser to the
International Equity and Global Income Funds. GSAMI supervises and assists in
the overall management of the Trust's affairs under an Investment Management
Agreement with the Trust, subject to the overall authority of the Trust's Board
of Trustees in accordance with Delaware law. Under the Investment Management
Agreements, GSAMI is compensated for providing investment advisory and certain
administrative services.
4. Administrative Services. You have agreed to assist us, as we may
request from time to time, with the provision of administrative services to the
Trust and the Portfolios, as they relate to investment in the Trust by the
Separate Account. It is anticipated that such services may
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include, but shall not be limited to: the aggregation of allocation, transfer
and liquidation orders of the Separate Account; the printing and mailing to
owners of Contracts copies of the Portfolios' prospectuses and other materials
that the Trust is required by law or otherwise to provide to its shareholder,
but that the Company is not otherwise required to provide to owners of
Contracts; providing financial consultants with advice with respect to inquiries
related to the Portfolios (not including information about performance or
related to sales); and providing such other administrative support for the Trust
as mutually agreed to by the Company and Xxxxxxx, Xxxxx & Co., to the extent
permitted or required under applicable statutes.
5. Payment for Administrative Services. In consideration of the
services to be provided by you, we shall pay you on a monthly basis, from our
assets, including GSAMI's bona fide profits as investment adviser to the Trust,
an amount equal to [redacted]. For purposes of computing the payment to the
Company contemplated under this Paragraph 5, the average aggregate net asset
value of shares of the Trust held by the Separate Account over a one-month
period shall be computed by totaling the Separate Account's aggregate investment
(share net asset value multiplied by total number of shares held by the Separate
Account) on each calendar day during the month, and dividing by the total number
of calendar days during such month. The payment contemplated by this Paragraph 5
shall be calculated by GSAMI at the end of each calendar month and will be paid
to the Company within thirty (30) business days thereafter.
6. Nature of Payments. The parties to this letter agreement recognize
and agree that payments to the Company pursuant to Section 5 hereof relate to
the administrative services detailed herein and do not constitute payment in
any manner for investment advisory services or for costs of distribution of the
Contracts or of Trust shares; and, further, that these payments are not
otherwise related to investment advisory or distribution services or expenses,
or administrative services which the Company is required to provide to owners
of the Contracts pursuant to the terms thereof.
7. Term. This letter agreement shall remain in full force and effect
for an initial term of one year, and shall automatically renew for successive
one-year periods unless either party notifies the other upon sixty (60) days'
written notice of its intent not to continue this agreement. This letter
agreement shall terminate automatically upon the redemption of the Separate
Account's investment in the Trust, or upon termination of the Trust's obligation
to sell its shares under the Participation Agreement.
8. Representations and Warranties. The Company represents and warrants
that:
(a) it is an insurance company duly organized and in good standing
under Illinois insurance law;
(b) its entering into and performing its obligations under this
letter agreement does not and will not violate its charter
documents or by-laws, rules or regulations, or any agreement to
which it is a party;
(c) it will keep confidential any information acquired in connection
with the matters contemplated by this letter agreement regarding
the business and affairs of the Trust, Xxxxxxx, Sachs & Co. and
their affiliates; and
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(d) it and its employees and agents meet the requirements of applicable
law, including but not limited to federal and state securities law
and state insurance law for the performance of the services
contemplated herein.
9. Indemnification.
(a) The Company agrees to indemnify and hold harmless Xxxxxxx, Xxxxx &
Co. and its affiliates, partners, directors, officers, and
employees from any and all loss, liability and expense resulting
from any gross negligence or willful wrongful act of the Company in
performing its services under this letter agreement, from the
inaccuracy or breach of any representation made in this letter
agreement, or from a breach of a material provision of this letter
agreement, except to the extent such loss, liability or expense is
the result of Xxxxxxx, Xxxxx & Co.'s or its affiliates' willful
misfeasance, bad faith or gross negligence in the performance of
its duties.
(b) Xxxxxxx, Xxxxx & Co. and its affiliates agree to indemnify and hold
harmless the Company and its directors, officers, agents and
employees from any and all loss, liability and expenses resulting
from any gross negligence or willful wrongful act of Xxxxxxx, Xxxxx
& Co. or its affiliates in performing its services under this
letter agreement, from the inaccuracy or breach of any
representation made in this letter agreement, or from a breach of a
material provision of this letter agreement, except to the extent
such loss, liability or expense is the result of the Company's
willful misfeasance, bad faith or gross negligence in the
performance of its duties.
10. Assignment. This letter agreement may not be assigned (as that term is
defined in the Act) by any party without the prior written approval of the other
parties, which approval will not be unreasonably withheld.
11. Interpretation. This letter agreement shall be construed in accordance
with the laws of the State of Delaware, without giving effect to the principles
of conflicts of laws, subject to the following rules:
(a) This letter agreement shall be subject to the provisions of the
Act, and the rules, regulations and rulings thereunder, including
such exemptions from that statute, rules and regulations as the SEC
may grant, and the terms herein shall be limited, interpreted and
construed in accordance therewith.
(b) The captions in this letter agreement are included for convenience
of reference and in no way define or delineate any of the
provisions herein or otherwise affect their construction or effect.
12. Amendment. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing.
13. Counterparts. This letter 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.
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If this letter agreement is consistent with your understanding of the
matters we discussed concerning your administrative services, kindly sign below
and return a signed copy to us.
Very truly yours,
Xxxxxxx, Xxxxx & Co.
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
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Vice President
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XXXXXXX SACHS ASSET MANAGEMENT INTERNATIONAL
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
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Title: Director
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Acknowledged and Agreed to:
XXXXXX INVESTORS LIFE INSURANCE COMPANY
By: /s/ XXXX X. XXXXXXX, XX.
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Name: Xxxx X. Xxxxxxx, Xx.
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Title: Vice President
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