Exhibit 8.14(b)
FORM OF SUPPLEMENTAL PAYMENT AGREEMENT
This Agreement is made effective ____________, 2004 by and between ▇▇▇▇▇▇
Investors Life Insurance 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
1
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.
Banc One Investment Advisors
▇▇▇▇▇▇ Investors Life Insurance Company Corporation
Name: ________________________
By: ____________________________
Title: _______________________
Name: __________________________
Date:_________________________
2
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
▇-▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇-▇▇▇▇ - ▇▇▇▇▇▇ Preferred Plus
▇-▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇ - ▇▇▇▇▇▇ Archway
--------------------------------------------------------------------------------
Agreed to effective this ___ day of ________, 2004.
BANC ONE INVESTMENT ADVISORS ▇▇▇▇▇▇ INVESTORS LIFE INSURANCE
CORPORATION COMPANY
--------------------------------------------------------------------------------
By:__________________________________ By:___________________________________
--------------------------------------------------------------------------------
Name:________________________________ Name:_________________________________
--------------------------------------------------------------------------------
Title:_______________________________ Title:________________________________
3
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
.. 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).
4
.. 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.
5
