ADMINISTRATIVE SERVICE AGREEMENT
Exhibit
99(h)(ix)
This
ADMINISTRATIVE SERVICE AGREEMENT (“Agreement”) is made and entered into as of
this 30th day of June 2004, by and among The
Merger Fund VL,
an
open-end management investment company organized as a statutory trust under
the
laws of the State of Delaware (the “Fund”); Westchester
Capital Management, Inc.,
a
corporation organized under the laws of the State of New York a registered
investment adviser under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and investment adviser to the Fund (the “Adviser”);
The
Travelers Insurance Company, and The Travelers Life and Annuity
Company,
both
Connecticut Corporations (collectively, the “Company”), on its own behalf and on
behalf of each segregated asset account of the Company named on Schedule C
hereto as may be amended from time to time (each such account hereinafter
referred to as the “Account”).
WHEREAS,
the Fund engages in business as an open-end management investment company and
was established for the purpose of serving as the investment vehicle for
separate accounts established for variable life insurance contracts and variable
annuity contracts to be offered by insurance companies; and
WHEREAS,
the Company desires to provide certain shareholder services to certain owners
of
variable life insurance contracts and variable annuity contracts issued by
the
Company (“Owners”) in connection with their indirect investment in the series of
the Fund listed on Schedule A, as such Schedule may be amended from time to
time, hereto (each a “Portfolio”);
THEREFORE,
in consideration of the mutual covenants contained herein and intending to
be
legally bound, the parties agree as follows:
1. |
Services
of the Company
|
(a) The
Company shall provide any combination of the following support services, as
agreed upon by the parties from time to time, to Owners who invest in the
Portfolios:
printing
and delivering prospectuses, statements of additional information, shareholder
reports, proxy statements and marketing materials related to the Portfolios
to
existing Owners;
providing
facilities to answer questions from existing Owners about the Portfolios;
receiving and answering correspondence; providing information to the Fund and/or
the Adviser and
to
Owners
with respect to shares of the Portfolios attributable to Owner accounts;
complying with federal and state securities laws pertaining to the sale of
shares of the Portfolios; and
assisting
Owners in completing application forms and selecting account
options.
(b) The
Company will provide such office space and equipment, telephone facilities,
and
personnel as may be reasonably necessary or beneficial in order to provide
such
services
to Owners.
(c) The
Company will furnish to the Fund, the Adviser or their designees such
information as the Fund and/or the Adviser may reasonably request, and will
otherwise cooperate
with
the
Fund and/or the Adviser in the preparation of reports to the Fund’s Board of
Directors concerning this Agreement, as well as any other reports or filing
that
may be required by
law.
2. |
Maintenance
of Records
|
Each
party
shall maintain and preserve all records as required by law to be maintained
and
preserved in connection with providing the services described herein. Upon
the
reasonable
request of the Fund and/or the Adviser, the Company will provide the Fund,
the
Adviser or the representative of either, copies of all such
records.
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3. |
Compliance
with Law
|
At
all times, the
Company shall comply with all laws, rules and regulations applicable to it
by
virtue of entering into the Agreement. At all times, the Fund and the Adviser
shall
comply
with all laws, rules and regulations applicable to it by
virtue of entering into this Agreement.
4. |
Relationship
of Parties
|
It
is
understood and agreed that all services performed hereunder by the Company
shall
be as an independent contractor and not as an employee or agent of the Fund,
the
Adviser
or
any of
the Portfolios, and neither of the parties shall hold itself out as an agent
of
the other party with the authority to bind such party.
5. |
Expenses
|
The
Company
or its affiliates shall bear all expenses of delivering prospectuses, statements
of additional information, shareholder reports, proxy statements and marketing
materials relating to the Fund to existing Owners and of providing services
to
Owners set forth in Section 1 of this Agreement.
6. |
Compensation
|
The
Fund
shall pay the Company for the services to be provided by the Company under
this
Agreement in accordance with, and in the manner set forth in, Schedule B hereto,
as
such
Schedule may be amended from time to time.
7. |
Representations,
Warranties and Agreements
|
(a) Each
party represents and warrants that it is free to enter into this Agreement
and
that by doing so it will not breach or otherwise impair any other agreement
or
understanding
with any other person, corporation, or other entity.
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(b) The
Company represents and warrants that:
(i) it
has
full power and authority under applicable law, and has taken all action
necessary, to enter into and perform this Agreement;
(ii) if
and to
the extent required by applicable law, the arrangement provided for in this
Agreement, including the amount of the fee received by the Company, will be
timely disclosed to the Owners;
(iii) the
execution, performance and delivery of this Agreement will not result in it
violating, breaching or otherwise impairing any judgment, order or contractual
obligation to which it is subject;
(iv) the
Agreement constitutes a legal, valid and binding obligation, enforceable against
it in accordance with its terms; and
(c) Fund
and
Adviser represents and warrants that:
(i) it
is
registered as an investment adviser under the investment advisers Act of 1940,
as amended (“Advisers Act”);
(ii) it
has
full power and authority under applicable law, and has taken all action
necessary, to enter into and perform this Agreement;
(iii) the
Agreement constitutes a legal, valid and binding obligation, enforceable against
them in accordance with its terms;
(iv) the
execution, performance and delivery of the Agreement will not result in them
violating, breaching or otherwise impairing any judgment, order or contractual
obligation to which it is subject; and
(v) the
payment of the fees to the Company by the Fund for performance of the duties
and
the provision of services by the Company as described as provided in this
Agreement will not violate federal or state securities laws, or any other
applicable law.
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8. |
Termination
|
(a) Unless
sooner terminated with respect to any Portfolio, this Agreement will continue
with respect to a Portfolio until terminated.
(b) This
Agreement may be terminated with respect to any Portfolio by the Fund, the
Adviser or by the Company without penalty, upon sixty (60) days’ prior written
notice to
the
other
party.
(c) Sections
7, 12 and 15 shall survive termination of this Agreement.
9. |
Assignment
|
The
Agreement
may not be assigned (as that term is defined by the Advisers Act) by either
party without the prior written consent of the other party, except that the
Fund
and/or
the Adviser may assign this Agreement to any entity controlling, controlled
by
or under common control with the Fund and/or the Adviser without the consent
of
the Company.
10. |
Non-Exclusivity
|
Each
of the
parties acknowledges and agrees that this Agreement and the arrangement
described herein are intended to be non-exclusive and that each of the parties
is free to
enter
into similar agreements and arrangements with other entities.
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11. |
Notices
|
All
notices
and other communications to either the Company, the Fund or the Adviser will
be
duly given if mailed, telegraphed or telecopied to the address set forth below,
or at
such
other address as either party may provide in writing to the other
party.
If
to the Company:
|
Travelers
Life & Annuity Company
Xxx
Xxxxxxxxx
Xxxxxxxx,
Xxxxxxxxxxx 00000
Attn:
General
Counsel
|
If
to the Fund:
|
The
Merger Fund VL
000
Xxxxxx Xxxx Xxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxx
|
If
to the Adviser:
|
Westchester
Capital Management, Inc.
000
Xxxxxx Xxxx Xxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxx
|
12. |
Confidentiality
|
All
parties
agree to keep confidential all proprietary data, software, processes,
information and documentation provided by the other party (collectively, the
“Confidential
Information”),
unless the party providing such information consents in writing to the
disclosure of the Confidential Information, the Confidential Information is
already in the public
domain
by
no fault of either party to this Agreement, or the disclosure of the
Confidential Information is required by law or by a governmental body or
self-regulatory organization.
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13. |
Modification
|
This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter of this Agreement, and no modification, amendment
or waiver of
any
of
the provisions of this Agreement shall be effective unless made in writing
specifically referring to this Agreement and signed by the parties
hereto.
14. |
Counterparts
|
This
Agreement may be executed in any number of counterparts which all together
shall
constitute one instrument.
15. |
Governing
Law; Severability
|
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Connecticut applicable to agreements fully executed and to be performed
therein,
and
without giving effect to the choice of law principals thereof.
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IN
WITNESS WHEREOF,
the
undersigned have executed this Agreement by their duly authorized officers
as of
the date and year first written above.
THE
MERGER FUND VL
By /s/Xxxxxx
X. Xxxxx
Name: Xxxxxx
X. Xxxxx, Vice
President
Title:
|
WESTCHESTER
CAPITAL
MANAGEMENT,
INC.
By
/s/
Xxxxxx X.
Xxxxx
Name: Xxxxxx
X. Xxxxx, Vice
President
Title:
|
THE
TRAVELERS INSURANCE COMPANY
By
/s/
Xxxxxx X.
Xxxxxx
Name:
Title:
|
THE
TRAVELERS LIFE AND ANNUITY
COMPANY
By
/s/
Xxxxxx X.
Xxxxxx
Name:
Title:
|
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SCHEDULE
A
PORTFOLIOS
THE
MERGER FUND VL
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SCHEDULE
B
COMPENSATION
The
Company shall
receive a fee from the Fund, accrued daily and paid on a monthly basis,
calculated at an annual rate of 0.25% of each Portfolio’s average daily net
assets
attributable
to shares of the Portfolio beneficially owned by Owners of the variable life
and
variable annuity polices offered through the Accounts. Such fee shall be
payable
beginning
on the earlier of (i) two years from the date of this Agreement or
(ii) the date when a Portfolio’s average daily net assets attributable to
shares of the Fund beneficially
owned
by
Owners
of the variable life and variable annuity polices offered through the Accounts
reaches $10 million.
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SCHEDULE
C
SEPARATE
ACCOUNTS
The
Travelers Insurance Company
|
The
Travelers Life and Annuity Company
|
The
Travelers Fund UL for Variable Life Insurance
|
The
Travelers Fund UL II for Variable Life Insurance
|
The
Travelers Fund UL III Variable Life Insurance
|
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