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EXHIBIT 8(o)(ii)
October 2, 2000
Ladies and Gentlemen:
This letter sets forth the agreement between Credit Suisse Asset Management, LLC
("CSAM") and The Variable Annuity Life Insurance Company (the "Company")
concerning certain administrative services to be provided by you on a
sub-administration basis, with respect to Designated Portfolios (as defined
below) of Warburg, ▇▇▇▇▇▇ Trust (the "Fund").
1. Administrative Services and Expenses. Administrative services for the
Account (as defined below) which invests in Designated Portfolios (as
defined below) of the Fund pursuant to the Participation Agreement
dated October 2, 2000, between the Company, the Fund, Credit Suisse
Asset Management Securities, Inc. ("CSAMSI") and CSAM (the
"Participation Agreement") and for purchasers of Contracts (as defined
below) are the responsibility of the Company. Administrative services
for the Designated Portfolios, in which the Account invests, and for
purchasers of shares of the Designated Portfolios, are the
responsibility of the Fund, CSAMSI or CSAM. Capitalized terms not
defined herein shall have the meanings ascribed to them in the
Participation Agreement.
You have agreed to assist us, as we may request from time to time, with
the provision of administrative services ("Administrative Services") to
the Designated Portfolios, on a sub-administration basis, as they may
relate to the investment in the Designated Portfolios by the Account.
It is anticipated that Administrative Services may include (but shall
not be limited to) the mailing of Fund reports, notices, proxies and
proxy statements and other informational materials to holders of the
Contracts supported by the Account with allocations to the Designated
Portfolios; the provision of various reports for the Fund and for
submission to the Fund's Board of Trustees; the provision of
shareholder support services with respect to the Designated Portfolios;
such services listed on Schedule A attached hereto and made a part
hereof.
2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set
forth in this Agreement, ▇▇▇▇ agrees to pay the Company on a quarterly
basis an amount set forth in Schedule B attached hereto and made a part
hereof.
For purposes of computing the payment to the Company contemplated under
this Paragraph 2 for each quarterly period, the average daily net
assets invested by the Account shall be multiplied by the rate shown in
Schedule B multiplied by the actual number of days in the period
divided by 365.
The expense payment contemplated by this Paragraph 2 shall be
calculated by CSAM at the end of each quarter and will be paid to the
Company within 30 days thereafter. Payment will be accompanied by a
statement showing the calculation of the quarterly amount payable by
CSAM and such other supporting data as may be reasonably requested by
the Company.
3. Nature of Payments. The parties to this letter agreement recognize and
agree that CSAM's payments to the Company relate to Administrative
Services only. The amount of administrative expense payments made by
CSAM to the Company pursuant to
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Paragraph 2 of this letter agreement shall not be deemed to be
conclusive with respect to actual administrative expenses or savings of
CSAM.
4. Term. This letter agreement shall remain in full force and effect for
so long as the assets of the Designated Portfolios are attributable to
amounts invested by the Account under the Participation Agreement,
unless terminated in accordance with Paragraph 5 of this letter
agreement.
5. Termination. This letter agreement will be terminated by either party
upon 90 days advance written notice or immediately upon termination of
the Participation Agreement or upon the mutual agreement of the parties
hereto in writing.
6. Representation. The Company represents and agrees that it will maintain
and preserve all records as required by law to be maintained and
preserved in connection with providing the Administrative Services, and
will otherwise comply with all laws, rules and regulations applicable
to the Administrative Services. The Company further represents and
warrants that the receipt of fees hereunder will not constitute a
"prohibited transaction" as such term is defined in section 406 of the
Employee Retirement Income Security Act, as amended, and section 4975
of the Internal Revenue Code of 1986, as amended.
7. Subcontractors. The Company may, with the consent of CSAM, contract
with or establish relationships with other parties for the provision of
the Administrative Services or other activities of the Company required
by this letter agreement, provided that the Company shall be fully
responsible for the acts and omissions of such other parties.
8. Authority. This letter agreement shall in no way limit the authority of
the Fund, CSAMSI or CSAM to take such action as any of such parties may
deem appropriate or advisable in connection with all matters relating
to the operations of the Fund and/or sale of its shares. The Company
understands and agrees that the obligations of CSAM under this letter
agreement are not binding upon the Fund.
9. Indemnification. This letter agreement will be subject to the
indemnification provisions in Article VIII of the Participation
Agreement.
10. Miscellaneous. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement may
not be assigned by a party hereto, by operation of law or otherwise,
without the prior written consent of the other party; provided,
however, that this agreement may be assigned, in whole or in part, to
the Fund's distributor or to an affiliate of CSAM. This letter
agreement, including Schedule A and Schedule B, constitutes the entire
agreement between the parties with respect to the matters dealt with
herein, and supersedes any previous agreements and documents with
respect to such matters. This letter 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. The
Company agrees to notify CSAM promptly it for any reason it is unable
to perform fully and promptly any of its obligations under this letter
agreement.
The parties to this letter agreement acknowledge and agree that all
liabilities of the Fund arising, directly or indirectly, under this
agreement will be satisfied solely out of the assets of the Fund and
that no trustee, officer, agent or holder of shares of beneficial
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interest of the Fund will be personally liable for any such
liabilities. No Portfolio of the Fund will be liable for the
obligations or liabilities of any other Portfolio.
11. Notice. Any notices required to be sent hereunder shall be sent in
accordance with the Participation Agreement.
If this letter agreement is consistent with your understanding of the matters we
discussed concerning administrative expense payments, kindly sign below and
return a signed copy to us.
Very truly yours,
Credit Suisse Asset Management, LLC
By:
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Name:
Title:
Acknowledged and Agreed:
The Variable Annuity Life Insurance Company
By:
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Name:
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Title:
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Attachment: Schedule A
Schedule B
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SCHEDULE A
I. Fund-related contractowner services
o Printing and mailing costs associated with dissemination of Fund
prospectus to existing contractowners.
o Fund proxies (including facilitating distribution of proxy material to
contractowners, tabulation and reporting).
o Telephonic support for contractowners with respect to inquiries about
the Fund (not including information related to sales).
o Communications to contractowners regarding performance of the Account
and the Designated Portfolios.
II. Sub-accounting services
o Aggregating purchase and redemption orders of the Account for sales of
the Designated Portfolios.
o Recording issuance and transfers of shares of the Designated Portfolios
held by the Account.
o Processing and reinvesting dividends and distributions of the
Designated Portfolios held by the Account.
III. Other administrative support
o Relieving the Fund of other usual or incidental administrative services
provided to individual contractowners.
o Providing other administrative support to the Fund as mutually agreed
between the Company and the Fund, CSAMSI or CSAM.
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SCHEDULE B
▇▇▇▇ agrees to pay the Company a quarterly amount that is equal on an annual
basis to ____ of the average combined daily net assets of all of the Designated
Portfolios of the Fund invested by the Company pursuant to the Participation
Agreement.
