ADMINISTRATIVE SERVICES AGREEMENT
EXHIBIT 8.9(b)
XXXXXX INVESTORS LIFE INSURANCE COMPANY (“INSURER”) and A I M ADVISORS, INC. (“AIM”)
(collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative
Services Agreement (the “Agreement”) dated as of July 1, 2005.
WHEREAS, AIM is the investment adviser to AIM Variable Insurance Funds (the “Fund”); and
WHEREAS, AIM has entered into an amended Master Administrative Services Agreement, dated July
1, 2003, as amended, with the Fund (“Master Agreement”) pursuant to which it has agreed to provide,
or arrange to provide, certain administrative services, including such services as may be requested
by the Fund’s Board of Directors from time to time; and
WHEREAS, INSURER issues variable life insurance policies and/or variable annuity contracts
(collectively, the “Contracts”); and
WHEREAS, INSURER has entered into an amended participation agreement, dated April 30, 2004
(“Participation Agreement”) with the Fund, pursuant to which the Fund has agreed to make shares of
certain of its portfolios (“Portfolios”) available for purchase by one or more of INSURER’s
separate accounts or divisions thereof (each, a “Separate Account”), in connection with the
allocation by Contract owners of purchase payments to corresponding investment options offered
under the Contracts; and
WHEREAS, INSURER and AIM expect that the Fund, and its Portfolios, can derive substantial
savings in administrative expenses by virtue of having one or more Separate Accounts of INSURER
each as a single shareholder of record of Portfolio shares, rather than having numerous public
shareholders of such shares; and
WHEREAS, INSURER and AIM expect that the Fund, and its Portfolios, can derive such substantial
savings because INSURER performs the administrative services listed on Schedule A hereto for the
Fund in connection with the Contracts issued by INSURER; and
WHEREAS, INSURER has no contractual or other legal obligation to perform such administrative
services, other than pursuant to this Agreement and the Participation Agreement; and
WHEREAS, INSURER desires to be compensated for providing such administrative services; and
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WHEREAS, AIM desires that the Fund benefit from the lower administrative expenses
resulting from the administrative services performed by INSURER; and
WHEREAS, AIM desires to retain the administrative services of INSURER and to compensate
INSURER for providing such administrative services;
NOW, THEREFORE, the Parties agree as follows:
Section 1. Administrative Services; Payments Therefor.
(a) INSURER shall provide the administrative services set out in Schedule A hereto and made a
part hereof, as the same may be amended from time to time. For such services, AIM agrees to pay to
INSURER a quarterly fee (“Quarterly Fee”) equal to a percentage of the average daily net assets of
the Fund attributable to the Contracts issued by INSURER (“INSURER Fund Assets”) at the following
annual rate:
Annual Rate
0.25%
(b) AIM shall calculate the Quarterly Fee at the end of each calendar quarter and will make
such payment to INSURER, without demand or notice by INSURER, within 30 days thereafter, in a
manner mutually agreed upon by the Parties from time to time.
(c) From time to time, the Parties shall review the Quarterly Fee to determine whether it
exceeds or is reasonably expected to exceed the incurred and anticipated costs, over time, of
INSURER. The Parties agree to negotiate in good faith a reduction to the Quarterly Fee as
necessary to eliminate any such excess or as necessary to reflect a reduction in the fee paid by
the Fund to AIM pursuant to the Master Agreement.
Section 2. Nature of Payments.
The Parties to this Agreement recognize and agree that AIM’s payments hereunder are for
administrative services only and do not constitute payment in any manner for investment advisory
services or for costs of distribution of Contracts or of Portfolio shares, and are not otherwise
related to investment advisory or distribution services or expenses. INSURER represents and
warrants that the fees to be paid by AIM for services to be rendered by INSURER pursuant to the
terms of this Agreement are to compensate the INSURER for providing administrative services to the
Fund, and are not designed to reimburse or compensate INSURER for providing administrative services
with respect to the Contracts or any Separate Account.
Section 3. Term and Termination.
Any Party may terminate this Agreement, without penalty, on 60 days written notice to the
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other Party. Unless so terminated, this Agreement shall continue in effect for so long as AIM or
its successor(s) in interest, or any affiliate thereof, continues to perform in a similar capacity
for the Fund, and for so long as INSURER provides the services contemplated hereunder with respect
to Contracts under which values or monies are allocated to a Portfolio.
Section 4. Amendment.
This Agreement may be amended upon mutual agreement of the Parties in writing.
Section 5. Notices.
All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered
Xxxxxx Investors Life Insurance Company
Administrative Office:
0000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
Attn: Law Department
Administrative Office:
0000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
Attn: Law Department
A I M Advisors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx, Esq.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Section 6. Miscellaneous.
(a) Successors and Assigns. This Agreement shall be binding upon the Parties 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 any 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, as well as the Fund, any legal or equitable claim, right
or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the
Parties, as well as the Fund.
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(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 State of Delaware without reference to the 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 have executed this Agreement as of the date of first above
written.
| XXXXXX INVESTORS LIFE INSURANCE COMPANY | ||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||
| Title: | ||||||
| A I M ADVISORS, INC. | ||||||
| By: | [ILLEGIBLE] | |||||
| Title: | ||||||
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SCHEDULE A
ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS
AIM VARIABLE INSURANCE FUNDS
INSURER shall provide certain administrative services respecting the operations of the Fund,
as set forth below. This Schedule, which may be amended from time to time as mutually agreed upon
by INSURER and AIM, constitutes an integral part of the Agreement to which it is attached.
Capitalized terms used herein shall, unless otherwise noted, have the same meaning as the defined
terms in the Agreement to which this Schedule relates.
A. Records of Portfolio Share Transactions; Miscellaneous Records
1. INSURER shall maintain master accounts with the Fund, on behalf of each Portfolio, which
accounts shall bear the name of INSURER as the record owner of Portfolio shares on behalf of each
Separate Account investing in the Portfolio.
2. INSURER shall maintain a daily journal setting out the number of shares of each Portfolio
purchased, redeemed or exchanged by Contract owners each day, as well as the net purchase or
redemption orders for Portfolio shares submitted each day, to assist AIM, the Fund and/or the
Fund’s transfer agent in tracking and recording Portfolio share transactions, and to facilitate the
computation of each Portfolio’s net asset value per share. INSURER shall promptly provide AIM, the
Fund, and the Fund’s transfer agent with a copy of such journal entries or information appearing
thereon in such format as may be reasonably requested from time to time. INSURER shall provide such
other assistance to AIM, the Fund, and the Fund’s transfer agent as may be necessary to cause
various Portfolio share transactions effected by Contract owners to be properly reflected on the
books and records of the Fund.
3. In addition to the foregoing records, and without limitation, INSURER shall maintain and
preserve all records as required by law to be maintained and preserved in connection with providing
administrative services hereunder.
B. Order Placement and Payment
1. INSURER shall determine the net amount to be transmitted to the Separate Accounts as a
result of redemptions of each Portfolio’s shares based on Contract owner redemption requests and
shall disburse or credit to the Separate Accounts all proceeds of redemptions of Portfolio shares.
INSURER shall notify the Fund of the cash required to meet redemption payments.
2. INSURER shall determine the net amount to be transmitted to the Fund as a result of
purchases of Portfolio shares based on Contract owner purchase payments and transfers allocated to
the Separate Accounts investing in each Portfolio. INSURER shall transmit net purchase payments to
the Fund’s custodian.
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C. Accounting Services
INSURER shall perform miscellaneous accounting services as may be reasonably requested from
time to time by AIM, which services shall relate to the business contemplated by the Participation
Agreement between INSURER and the Fund, as amended from time to time. Such services shall include,
without limitation, periodic reconciliation and balancing of INSURER’s books and records with those
of the Fund with respect to such matters as cash accounts, Portfolio share purchase and redemption
orders placed with the Fund, dividend and distribution payments by the Fund, and such other
accounting matters that may arise from time to time in connection with the operations of the Fund
as related to the business contemplated by the Participation Agreement.
D. Reports
INSURER acknowledges that AIM may, from time to time, be called upon by the Fund’s Board of
Trustees (“Board”), to provide various types of information pertaining to the operations of the
Fund and related matters, and that AIM also may, from time to time, decide to provide such
information to the Board in its own discretion. Accordingly, INSURER agrees to provide AIM with
such assistance as AIM may reasonably request so that AIM can report such information to the Fund’s
Board in a timely manner. INSURER acknowledges that such information and assistance shall be in
addition to the information and assistance required of INSURER pursuant to the Fund’s mixed and
shared funding SEC exemptive order, described in the Participation Agreement.
INSURER further agrees to provide AIM with such assistance as AIM may reasonably request with
respect to the preparation and submission of reports and other documents pertaining to the Fund to
appropriate regulatory bodies and third party reporting services.
E. Fund-related Contract Owner Services
INSURER agrees to print and distribute, in a timely manner, prospectuses, statements of
additional information, supplements thereto, periodic reports and any other materials of the Fund
required by law or otherwise to be given to its shareholders, including, without limitation,
Contract owners investing in Portfolio shares, provided, that with respect to proxy materials,
INSURER shall bear the expenses associated with (i) text composition, printing, mailing,
distributing, and tabulating proxy materials, including voting instruction solicitation materials,
sent to policy owners with respect to proxy solicitations related to the Account or related to
matters requested by INSURER and agreed to by the Fund, (ii) making typesetting and other
customization changes to Fund proxy materials, which changes are requested by INSURER and agreed to
by the Fund, and (iii) mailing and distributing Fund proxy materials. INSURER further agrees to
provide telephonic support for Contract owners, including, without limitation, advice with respect
to inquiries about the Fund and each Portfolio thereof (not including information about
performance or related to sales), communicating with Contract owners about Fund (and Separate
Account) performance, and assisting with proxy solicitations, specifically with respect to
soliciting voting instructions from Contract owners.
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F. Miscellaneous Services
INSURER shall provide such other administrative support to the Fund as mutually agreed between
INSURER and AIM or the Fund from time to time. INSURER shall, from time to time, relieve the Fund
of other usual or incidental administration services of the type ordinarily borne by mutual funds
that offer shares to individual members of the general public.
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