Exhibit (8)(e)
ASSIGNMENT OF AND AMENDMENT #2 TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
AIM ADVISORS, INC.
and
SECURITY EQUITY LIFE INSURANCE COMPANY
WHEREAS, SECURITY EQUITY LIFE INSURANCE COMPANY (the "Company") and AIM
ADVISORS, INC. ("AIM") have previously entered into an Administrative Services
Agreement effective October 12, 1999 and amended effective January 3, 2000; and
WHEREAS, the Company has agreed to merge with and into Metropolitan Life
Insurance Company, a New York corporation with its principal place of business
at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MetLife"); and
WHEREAS, by operation of law as a result of the merger, MetLife will
assume ownership of the assets in the Company's segregated asset accounts,
referred to the Agreement (the "Accounts"), and will assume all of the Company's
liabilities and obligations under the variable life insurance policies and
variable annuity contracts issued by the Company and the Accounts; and
WHEREAS, the Company desires to assign, and MetLife desires to assume, all
of the Company's interests, rights and obligations under the Agreement; and
WHEREAS, Section 6(b) of the Agreement provides generally that the
Agreement may not be assigned without the written consent of the parties.
NOW, THEREFORE, the parties hereto agree to the following:
1. The Company and AIM consent to the assignment to MetLife of all of the
Company's interests, rights and obligations under the Agreement, effective as of
the date the Company merges with and into MetLife.
2. MetLife agrees to assume all of the Company's interests, rights and
obligations under the Agreement, effective as of the date the Company merges
with and into MetLife.
3. The Agreement is amended so that each reference to "Security Equity
Life Insurance Company" or "the Company" is now a reference to MetLife.
IN WITNESS WHEREOF we have set our hands as of the _____ day of
_________________, 2003.
SECURITY EQUITY LIFE INSURANCE METROPOLITAN LIFE INSURANCE
COMPANY COMPANY
By: _______________________________ By: _________________________________
Name: ______________________________ Name: ________________________________
Title: _____________________________ Title: _______________________________
AIM ADVISORS, INC.
By: _______________________________
Name: ______________________________
Title: _____________________________
