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EXHIBIT (8)(c)(ii)
[XXXXXX XXXXXXX LETTERHEAD]
September 1, 1998
Xxxxxx Investors Life Insurance Company
0 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Dear Xxxxxxx:
As you know, we have entered into a participation agreement (the "Participation
Agreement") among Xxxxxx Xxxxxxx Universal Funds, Inc. (the "Fund"), Xxxxxx
Xxxxxxx Asset Management Inc., Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP, and Xxxxxx
Investors Life Insurance Company (the "Company"), dated September 1, 1998,
providing for the purchase by the Company of shares of the Fund for its separate
accounts to fund variable life insurance contracts and variable annuity
contracts.
The Company will provide certain administrative services which benefit the Fund
and its portfolios and result in cost savings to them, including, but not
limited to, the following:
a) aggregate allocation, transfer, and liquidation orders of the separate
accounts;
b) print and mail to owners of variable contracts copies of the Fund's
prospectuses and other materials that the Fund is required by law or
otherwise to provide to its shareholders, but that the Company is not
otherwise required to provide to owners of variable contracts;
c) provide financial consultants with advice with respect to inquiries
related to the Fund's portfolios (not including information about
performance or related to sales); and
d) provide such other administrative support for the Fund as mutually
agreed to by us and the Company, to the extent permitted or required
under applicable statutes.
In consideration of the anticipated administrative expense savings resulting to
the Fund from the various fund-related administrative services that the Company
will provide, we will pay to the Company, during the term of the Participation
Agreement, an annual fee of .18% of the assets invested in the then offered
portfolios of the Fund under the variable annuity contracts and
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variable life insurance policies sold by the Company (excluding all assets
invested during the guarantee (free look) periods available under the
contracts).
We acknowledge that the fund-related administrative services to be provided by
the Company are ones for which we, or our affiliates, as investment advisers and
administrators to the Fund, would otherwise bear the cost directly. Further, our
payments to the Company relate to cost savings resulting from administrative
services only and do not constitute payment in any manner for administrative
services provided by the Company to the separate accounts or to the variable
contracts, for investment advisory services or for costs of distribution of the
variable contracts or of shares of the portfolios, and that these payments are
not otherwise related to investment advisory or distribution services or
expenses.
Payment will be made on a quarterly basis during the month following the end of
each quarter.
If you agree to the foregoing, please sign the enclosed copy of this letter and
return it to Xxxxxxxx Xxxxx at Xxxxxx Xxxxxxx Asset Management Inc., 0000 Xxxxxx
xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
Xxxxxx Xxxxxxx Asset Management Inc.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
Title: Managing Director
Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
Title: Authorized Signatory
AGREED
Xxxxxx Investors Life Insurance Company
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Marketing Officer
