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EXHIBIT 8(j)(ii)
SERVICE AGREEMENT
This Service Agreement ("Agreement"), dated as of the 2nd day of October, 2000,
is made by and among The Variable Annuity Life Insurance Company ("Insurer") and
Evergreen Investment Services, Inc. ("EIS");
WHEREAS, EIS serves as administrator for each of the Funds set forth on Exhibit
A, (each a "Fund") which may be amended from time to time;
WHEREAS, Insurer provides administrative services to the owners of certain
variable annuity contracts and/or variable life insurance policies ("Contracts")
issued by Insurer through certain separate accounts ("Accounts");
WHEREAS, the Funds will be included as underlying mutual fund options for the
Contracts issued by Insurer through the Accounts pursuant to a Fund
Participation Agreement previously entered into by the Funds and Insurer;
WHEREAS, EIS recognizes substantial savings of administrative expenses as a
result of Insurer performing certain administrative services ("Services") on
behalf of the Funds; and
NOW THEREFORE, the parties agree as follows:
1. Services
Insurer agrees to provide Services for the Contract owners/participants
of the Accounts who choose the Funds as underlying investment options
in the Contracts. Such Services will include those described on Exhibit
B.
2. Consideration and Payment
In consideration for the Services to be provided by Insurer to the
Contract owner/pursuant to this Agreement, EIS will calculate and pay,
or cause one of its affiliates to pay, and Insurer will be entitled to
receive a fee ("Service Fee") at an annualized rate equal to ____ of
the average daily net assets of each Fund held by the Accounts during
the period in which they were earned.
The Service Fees will be paid to Insurer as soon as practicable, but no
later than 30 days after the end of the period in which they were
earned. The service Fees will be paid on a quarterly basis.
No later than 10 days after the end of the period in which Service Fees
are earned, Insurer will send a statement to the Adviser indicating the
number of Contract owners/participants of the Accounts, and the average
account size of these accounts. The average account size shall be
calculated by dividing the average daily net assets, calculated as
provided herein, by the number of Contract owners/participants in the
Accounts.
The parties agree that a Service Fee will be paid to Insurer according
to this Agreement with respect to each Fund as long as shares of such
Fund are held by the Accounts. This provision will survive termination
of this Agreement and the termination of the related Fund Participation
Agreement(s) with Insurer.
Insurer and EIS agree that the Service Fee described in this Agreement
is for administrative services only and does not constitute payment in
any manner for investment advisory services of the cost of distribution
of the Funds or the Contracts.
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3. Term
This Agreement shall remain in full force and effect for a period of
one year from the date hereof and shall be automatically renewed
thereafter for successive one-year periods, unless otherwise terminated
in accordance with Section 4 hereof.
4. Termination
(a) This Agreement may be terminated upon mutual agreement of the
parties hereto in writing.
(b) Either party to this Agreement may, by notice to the other
party delivered more than thirty (30) days prior to the
expiration of any one-year term of this Agreement, elect to
terminate this Agreement as of the end of such term.
(c) This Agreement shall be automatically terminated upon (i) the
termination of the Participation Agreement between the Insurer
and the Trust or its successor, (ii) the dissolution or
bankruptcy of any party hereto, or in the event that any party
hereto is placed in receivership or rehabilitation, or in the
event that the management of its affairs is assumed by any
governmental, regulatory or judicial authority, (iii) if
required by any applicable law or regulation, (iv) if there is
any material breach of this Agreement; (v) in the event of an
assignment as defined by Section 2(a)(4) of the Investment
Company Act of 1940.
5. Notices
Any notice required by this Agreement shall be given in writing to:
If to Insurer:
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
Attention: Legal Department
If to EIS:
Evergreen Funds
200 Berkeley Street
Boston, MA 02116-9000
Attention: General Counsel
6. Amendment
This Agreement may only be amended by written agreement signed by both
parties.
7. Non-Exclusivity
Each of the parties to this Agreement acknowledges and agrees that this
Agreement and the arrangements described herein are intended to be
non-exclusive and that each of the parties is free to enter into
similar agreements or arrangements with other entities.
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8. Successors and Assigns
This Agreement shall be binding upon the parties hereto and their
transferees, successors and assigns. The benefits of and the right to
enforce this Agreement shall accrue to the parties and their
transferees, successors and assigns.
9. Assignment
Neither this Agreement nor any of the rights, obligations or
liabilities of either party hereto shall be assigned without the
written consent of the other party.
10. Intended Beneficiaries
Nothing in this Agreement shall be construed to give any person or
entity other than the parties hereto any legal or equitable claim,
right or remedy. Rather, this Agreement is intended to be for the sole
and exclusive benefit of the parties hereto.
11. Counterparts
This 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.
12. Severability
If any portion of this Agreement shall be found to be invalid or
unenforceable by a court or tribunal or regulatory agency or competent
jurisdiction, the remainder shall not be affected thereby, but shall
have the same force and effect as if the invalid or unenforceable
portion had not been inserted.
13. Applicable Law
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of Massachusetts. This Agreement
shall be subject to the provisions of the federal securities statutes,
rules and regulations, including such exemptions from those statutes,
rules and regulations as the SEC may grant and the terms hereof shall
be interpreted and construed in accordance therewith.
IN WITNESS WHEREOF, this Agreement is executed as of the dates first written
above.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
EVERGREEN INVESTMENT SERVICES, INC.
By:
-----------------------------------
Name:
Title:
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EXHIBIT A
TO SERVICE AGREEMENT
<TABLE>
<CAPTION>
Accounts of Insurer Corresponding Contracts Corresponding Funds
------------------- ----------------------- -------------------
<S> <C> <C>
o The Variable Annuity Life o UITG-194 EVERGREEN EQUITY TRUST:
Insurance Company Separate o UIT-194 o Evergreen Growth and Income Fund
Account A (established 4/18/79) o UIT-IRA-194 o Evergreen Value Fund
o IRA-SEP-194 o Evergreen Small Cap Value Fund*
o UIT-SIMPLE-897 EVERGREEN SELECT EQUITY TRUST:
o Evergreen Special Equity Fund
</TABLE>
* formerly Evergreen Small Cap Equity Income Fund
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EXHIBIT B
TO SERVICE AGREEMENT
Services Provided by Insurer
Pursuant to the Agreement, Insurer shall perform all administrative and
shareholder services with respect to the Contracts, including but not limited
to, the following:
1. Maintaining separate records for each Contract owner/participant, which
shall reflect the Fund shares purchased and redeemed and Fund share
balances of such Contract owner/participants. Insurer will maintain a
single master account with each Fund on behalf of Contract
owner/participants and such account shall be in the name of Insurer (or
its nominee) as record owner of shares owned by Contract
owners/participants.
2. Disbursing or crediting to Contract owners/participants all proceeds of
redemptions of shares of the Funds and all dividends and other
distributions not reinvested in shares of the Funds.
3. Preparing and transmitting to Contract owners/participants, as required
by law, periodic statements showing the total number of shares owned by
Contract owners/participants as of the statement closing date,
purchases and redemptions of Fund shares by the Contract
owners/participants during the period covered by the statement and the
dividends and other distributions paid during the statement period
(whether paid in cash or reinvested in Fund shares), and such other
information as may be required, from time to time, by Contract
owners/participants, and/or any periodic information reporting as
mutually agreed between Insurer and EIS.
4. Supporting and responding to service inquiries from Contract
owners/participants.
5. Maintaining and preserving all records required by law to be maintained
and preserved in connection with providing the Services for Contract
owners/participants.
6. Generating written confirmations and quarterly statements to Contract
owners/participants and aiding in the preparation of reports to certain
third party reporting services.
7. Distributing to Contract owners/participants, to the extent required by
applicable law, Funds' prospectuses, proxy materials, periodic fund
reports to shareholders and other materials that the Funds are required
by law or otherwise to provide to their shareholders or prospective
shareholders.
8. Transmitting purchase and redemption orders to the Funds on behalf of
the Contract owners/participants.
9. Performing miscellaneous account services to assist transfer agent in
recording transfers of shares (via net purchase orders).
10. Maintaining an interview of share purchases to assist transfer agent in
recording issuance of shares, as well as, performing miscellaneous
account services to assist transfer agent in recording transfers of
shares (via net purchase orders).
11. Providing telephonic support for Contract owners/participants, with
respect to inquiries about the Trust (not including information about
performance or related sales).
12. Providing administrative information, including but not limited to,
determination of net amount of cash flow into Trust, reconciliation and
deposit receipts at Trust and confirmation thereof, determination of
net amount required for redemption by Trust, and notification of Trust
of cash required to meet payments.
13. Providing other administrative support as mutually agreed upon between
Insurer and EIS.
