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EXHIBIT 8(c)(2)
AMENDMENT TO
ORDER TRANSMISSION AGREEMENT
This Amendment ("Amendment") is made as of the 1st day of July, 1997,
among XXXXXXX SERVICE CORPORATION, a Massachusetts corporation with its
principal xxxxxx xx Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
("Transfer Agent"), and each of those registered investment companies listed on
Schedule A hereto (the "Xxxxxxx Funds") and THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY, a life insurance company ("Service Provider") on its own behalf and on
behalf of each segregated asset account set forth on Schedule A to the Order
Transmission Agreement (each such account is hereinafter referred to as
"Account"). This Amendment serves to amend and supplement the Order
Transmission Agreement between the Transfer Agent and the Service Provider
dated May 6, 1996 ("Order Transmission Agreement").
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Order Transmission Agreement. The Order
Transmission Agreement is hereby amended and supplemented in the following
manner. All other terms of the Order Transmission Agreement remain in full
force and effect.
Section 1. A new section 1.19 will be added to the Order Transmission
Agreement as follows:
"1.10. Administrative Services. Service Provider shall perform
the administrative and recordkeeping services (the "Administrative
Services") described in Schedule B hereto, as such Schedule B may be
amended from time to time with the mutual consent of the parties
hereto, with respect to Shares' purchased, held or redeemed by a Plan.
Except as provided specifically herein, Service Provider shall perform
the Administrative Services as an independent contractor and not as an
employee or agent of the Transfer Agent or any Xxxxxxx Fund. Service
Provider shall perform the Administrative Services in accordance with
procedures established from time to time by agreement of the Transfer
Agent and Service Provider, and subject to terms and conditions set
forth in each Xxxxxxx Fund's current prospectus."
Section 2. Paragraph 2 of the Order Transmission Agreement is deleted and
restated in its entirety as follows:
"2. COMPENSATION
2.01. Service Provider's Expenses. Service Provider shall bear
all expenses arising out of the performance of the Administrative
Services and of the performance of functions on behalf of the Plans.
Service Provider shall not receive from the Transfer Agent (or from
any affiliate of the Transfer Agent) or from any Xxxxxxx Fund any
monetary compensation or reimbursement for such expenses.
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2.02. Transfer Agent's and Fund Expenses. The Transfer
Agent and each Xxxxxxx Fund shall bear all expenses of its own
hereunder and shall not receive from Service Provider any monetary
compensation or reimbursement for such expenses.
2.03. Administrative Fees. In consideration of Service
Provider's performance of the Administrative Services, each Xxxxxxx
Fund shall pay to Service Provider the fees (the "Administrative
Fees") described in Schedule C hereto, as such Schedule C may be
amended from time to time with the mutual consent of Service Provider
and the applicable Xxxxxxx Fund. Service Provider must notify
Transfer Agent immediately upon the opening of any new account that
such account is subject to this Agreement. Service Provider will not
be entitled to receive Administrative Fees with respect to such new
account until Transfer Agent is so notified and such Fees will begin
to accrue only at the point of notification.
2.04. Calculation and Payment of Fees. The Administrative
Fees shall be due each calendar month from each Xxxxxxx Fund for which
the Service Provider performs Administrative Services pursuant to this
Agreement. Each Xxxxxxx Fund making a payment for such Administrative
Fees for such calendar month shall make payment within thirty (30)
days after the last day of such month. Service Provider shall have
sixty (60) days following receipt of the payment to verify the amount
of the payment and after such time the amount will be considered
final."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Order
Transmission Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.
XXXXXXX SERVICE CORPORATION THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
By: /s/XXXXXX X. XXXXXX By: /s/XXXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President Title: Vice President -
National Markets
XXXXXXX INVESTMENT TRUST, on
behalf of Xxxxxxx Growth and Income Fund
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. XxXxxxxxx
Title:
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SCHEDULE A
Xxxxxxx Growth and Income Fund
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SCHEDULE B
THE ADMINISTRATIVE SERVICES
1. Maintain separate adequate records for each Plan reflecting
Shares purchased and redeemed, including dates and prices for all transactions,
and Share balances. Such records shall be preserved, maintained and made
available in accordance with the provisions of applicable law and regulations,
and copies or, if required, originals shall be surrendered promptly to the
Transfer Agent on and in accordance with its request. Records surrendered
hereunder shall be in machine readable form, except to the extent that such
records have been maintained only in paper form.
2. Disburse or credit to the Plans, and maintain records of, all
proceeds of Share redemptions and distributions not reinvested in Shares.
3. Ensure and oversee the timely transfer of funds in connection
with Plan accounts with the Xxxxxxx Funds.
4. Prepare and deliver to Plan participants periodic account
statements showing for each Plan participant the total number of Account units,
which reflect Share values, held as of the statement closing date, and
purchases and redemptions of Account units, which depend on underlying Share
holdings, during the statement period, and reflect Share dividends and other
distributions paid during the statement period (whether paid in cash or
reinvested in Shares), including dates and prices for all transactions.
5. On behalf of and as instructed by each Plan, deliver to Plan
participants (or deliver to the Plans for distribution to Plan participants)
prospectuses, proxy materials, periodic reports to shareholders, and other
materials provided by the Transfer Agent or the Xxxxxxx Funds.
6. Receive Instructions and communicate Orders to the Transfer
Agent as specified in this Agreement.
7. Transmit required confirmations of Orders to the Plan
participants.
8. Maintain daily and monthly purchase data for each Plan
participant.
9. Settle Orders in accordance with the terms of each Xxxxxxx
Fund's prospectus.
10. Transmit to the Transfer Agent, or to any Xxxxxxx Fund
designated by the Transfer Agent, such occasional and periodic reports as the
Transfer Agent shall reasonably request from time to time to enable it or such
Xxxxxxx Fund to comply with applicable laws and regulations.
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SCHEDULE C
THE ADMINISTRATIVE FEES
The Xxxxxxx Funds listed on Schedule A will pay the Service Provider a
monthly fee at an annualized rate of .15 of 1% (15 basis points) with respect
to the Income Funds listed on Schedule A, and .25 of 1% (25 basis points) with
respect to the Growth Funds and Growth and Income Funds listed on Schedule A,
of the average daily account balance during the month for each account
registered with Transfer Agent for which Service Provider performs
Administrative Services. If Service Provider begins or ceases performing
Administrative Services during the month, such fee shall be prorated according
to the proportion which such portion of the month bears to the full month.