Exhibit 8.9(b)
FORM OF SUPPLEMENTAL PAYMENT AGREEMENT (REDACTED)
This Agreement is made effective February 2, 2004 by and between Federal
▇▇▇▇▇▇ Life Assurance Company. (the "Company") and Banc One Investment Advisors
Corporation ("BOIA").
WHEREAS, the Company and the One Group//(R)// Investment Trust (the
"Trust") have entered into a Fund Participation Agreement ("Participation
Agreement") in order for certain separate accounts of the Company ("Separate
Accounts") to purchase shares ("Shares") of the Portfolios of the Trust listed
on Appendix A hereto (each, a "Portfolio": collectively, the "Portfolios"). The
Portfolios will serve as investment vehicles under variable annuity or life
contracts ("Variable Contracts") offered by the Company.
WHEREAS, the Company performs certain administrative and support services
for the owners of its Variable Contracts.
WHEREAS, BOIA is willing to pay the Company Supplemental Payments out of
BOIA's legitimate profits for administrative and other services, set forth in
Appendix B hereto, rendered by the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
1. BOIA recognizes the Company as the sole shareholder of shares of
the Trust issued under the Participation Agreement. BOIA further
recognizes that the Trust will derive a substantial administrative
convenience by virtue of having the Company as the sole shareholder of
the shares issued under the Participation Agreement rather than
multiple shareholders having record of ownership of such shares. In
consideration of the savings resulting from such arrangement, and to
compensate the Company for its costs, BOIA agrees to pay the Company
Supplemental Payments at the annual rate designated in Appendix A of
the average daily net assets of a Portfolio's Shares owned
beneficially by the Company's customers in the Variable Contracts
listed on Appendix A from time to time for which the Company provides
services, which fee will be computed daily and payable monthly. The
parties agree that such payments are for administrative services and
investor support services, and do not constitute payment for
investment advisory, distribution or other services. Payment of such
amounts by BOIA shall not increase the fees paid by the Trust or its
shareholders.
2. The Company hereby represents and warrants that this Agreement and the
receipt of payments by the Company from BOIA is legal and valid, and
does not violate any statute, regulation, rule, order or judgment
binding on the Company, or any agreement binding on the Company or
affecting its property. The Company further represents and warrants
that it has made all disclosures and obtained all consents required in
order for it to receive payments under this Agreement. The
representations and warranties set forth in this paragraph shall be
made both as of the date hereof and shall continue as long as payments
are made to the Company pursuant to this Agreement.
3. BOIA hereby represents and warrants that this Agreement and the
receipt of payments by the Company from BOIA is legal and valid, and
does not violate any statute, regulation, rule, order or judgment
binding on BOIA, or any agreement binding on BOIA or affecting its
property. BOIA further represents and warrants that it has made all
disclosures and obtained all consents required in order for it to make
payments under this Agreement. The representations and warranties set
forth in this paragraph shall be made
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both as of the date hereof and shall continue as long as payments are
made to the Company pursuant to this Agreement.
4. This Agreement shall be governed and interpreted in accordance with
the internal laws of the State of Ohio. This Agreement may be
terminated by either party without cause by giving the other party at
least thirty (30) days' prior written notice of its intention to
terminate, and shall terminate automatically upon either party's
receipt of notice from the other party that the representations and
warranties set forth in paragraph 2 or paragraph 3, as the case may
be, are no longer true or upon full or partial termination of the
Participation Agreement. This Agreement may be amended only by a
written instrument signed by both parties.
IN WITNESS WHEREOF, this Agreement has been executed effective as of the date
set forth above by a duly authorized officer of each party.
Federal ▇▇▇▇▇▇ Life Assurance Banc One Investment Advisors
Company Corporation
By: Name:
------------------------------ ---------------------------------
Name: Title:
---------------------------- --------------------------------
Date:
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Appendix A
Portfolios
One Group Investment Trust Bond Portfolio
One Group Investment Trust Government Bond Portfolio
One Group Investment Trust Balanced Portfolio
One Group Investment Trust Large Cap Growth Portfolio
One Group Investment Trust Equity Index Portfolio
One Group Investment Trust Diversified Equity Portfolio
One Group Investment Trust Mid Cap Growth Portfolio
One Group Investment Trust Diversified Mid Cap Portfolio
One Group Investment Trust Mid Cap Value Portfolio
Servicing Fees
For each Portfolio: at the following rates for the following ranges of the
average daily net assets of Shares of the Portfolio held by Separate Accounts
for the Variable Contracts' owners.
[redacted] [redacted]
[redacted] [redacted]
[redacted] [redacted]
Variable Contracts
S-3256 - The One Variable Annuity
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Agreed to effective this 2nd day of February, 2004.
BANC ONE INVESTMENT ADVISORS FEDERAL ▇▇▇▇▇▇ LIFE ASSURANCE
CORPORATION COMPANY
-------------------------------------- --------------------------------------
By: By:
----------------------------------- -----------------------------------
Name: Name:
--------------------------------- ---------------------------------
Title: Title:
-------------------------------- --------------------------------
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Appendix B
Administrative and Other Services
Maintenance of Books and Records
--------------------------------
. Assist as necessary to maintain book entry records on behalf of
the Trust regarding issuance to, transfer within (via net purchase
orders) and redemption by the Accounts of Trust shares.
. Maintain general ledgers regarding the Accounts' holdings of
Trust shares, coordinate and reconcile information, and coordinate
maintenance of ledgers by financial institutions and other Contract
owner service providers.
Communication with the Trust Company
------------------------------------
.. Serve as the designee of the Trust for receipt of purchase and redemption
orders from the Accounts and to transmit such orders, and payment therefor,
to the Trust.
.. Coordinate with the Trust's agents respecting daily valuation of the
Trust's shares and the Accounts' units.
.. Purchase Orders
- Determine net amount available for investment in the Trust.
- Deposit receipts at the Trust's custodians (generally by wire
transfer).
- Notify the custodians of the estimated amount required to pay dividend
or distribution.
.. Redemption Orders
- Determine net amount required for redemptions by the Trust.
- Notify the custodian and Trust of cash required to meet payments.
.. Purchase and redeem shares of the Trust on behalf of the Accounts at the
then current price in accordance with the terms of the Trust's then-current
prospectus.
.. Assist in routing and revising sales and marketing materials to incorporate
or reflect the comments made by the Trust and/or the Adviser.
.. Assist in reducing, discouraging, or eliminating market timing transactions
in Trust shares in order to reduce or eliminate adverse effects on the
Trust or its shareholders.
Processing Distributions from the Trust
---------------------------------------
.. Process ordinary dividends and capital gains.
.. Reinvest the Trust's distributions.
Reports
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.. Periodic information reporting to the Trust, including, but not limited to,
furnishing registration statements, prospectuses, statements of additional
information, reports, solicitations for voting instructions, sales and
other promotional material, and any other SEC filings with respect to the
Accounts invested in the Trust, as not otherwise provided for.
.. Periodic information reporting about the Trust, including any necessary
delivery of the Trust's prospectus and annual and semi-annual reports to
owners and prospective owners of Contracts, as not otherwise provided for.
Trust-Related Contract Owner Services
-------------------------------------
.. Provide general information with respect to Trust inquiries (not including
information about performance or related to sales).
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.. Provide information regarding performance of the Trust and its Portfolios
and the subaccounts of the Accounts.
.. Oversee and assist the solicitation, counting and voting or Contract owner
voting interests in the Trust pursuant to Trust-related proxy statements.
Other Administrative Support
----------------------------
.. Provide other administrative and legal compliance support for the Trust as
mutually agreed upon by the Company and the Trust, the Adviser, or the
Administrator.
.. Relieve the Trust of other usual or incidental administrative services
provided to individual owners and prospective owners of Contracts.
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