AMENDMENT TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMENDMENT TO THE
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMENDMENT made this 1st day of October, 2007 to the Participation Agreement (the “Agreement”),
dated July 1, 2003 and amended and restated on May 1, 2004, April 20, 2005 and March 26, 2007, and
further amended on September 29, 2007, 2007 by and among XXXX XXXXXXX LIFE INSURANCE COMPANY
(U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)), a stock life insurance
company existing under the laws of Michigan (“Manulife USA”), XXXX XXXXXXX LIFE INSURANCE COMPANY
OF NEW YORK (formerly, The Manufacturers Life Insurance Company of New York, a stock life insurance
company organized under the laws of New York (“Manulife New York”)), XXXX XXXXXXX LIFE INSURANCE
COMPANY (“Xxxx Xxxxxxx”) and XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY (“Xxxx Xxxxxxx Life”)
(Manulife USA, Manulife New York, John Xxxxxxx and Xxxx Xxxxxxx Life are each referred to herein as
a “Company” and collectively as the “Companies”), each on behalf of itself and its variable annuity
and variable life insurance separate accounts (each an “Account;” collectively, the “Accounts”),
XXXX XXXXXXX TRUST, formerly, Manufacturers Investment Trust, a business trust organized under the
laws of the Commonwealth of Massachusetts (the “Trust”) and XXXX XXXXXXX DISTRIBUTORS, LLC,
formerly, Manulife Financial Securities LLC, a limited liability company organized under the laws
of Delaware (the “Distributor”).
WHEREAS, the parties desire to amend the Agreement to conform its terms to the policies and
procedures concerning “Prospectus, Supplement and SAI Delivery” adopted by the Trust pursuant to
Rule 38a-1 under the Investment Company Act of 1940.
NOW, THEREFORE, in consideration of their mutual promises, the Companies, the Trust and the
Distributor agree as follows:
Section 2.2 of the Agreement is deleted in its entirety and replaced with the following:
2.2 At the option of each of the Companies, the Trust will either (a) provide the Company
with as many copies of the Trust’s current prospectus, statement of additional information,
annual report, semi-annual report, proxy materials and other shareholder communications,
including any amendments or supplements to any of the foregoing, as the Company may
reasonably request; or (b) provide the Company with camera ready copies of such documents in
a form suitable for printing. Subject to Section 4.1 hereof, expenses of furnishing such
documents for marketing purposes will be borne by the Companies, and expenses of furnishing
such documents to current Contract owners will be borne by the Trust. The Companies assume
sole responsibility for ensuring delivery of, and agree to deliver to Contract Owners: (i)
to the extent required by law, the Trust’s current prospectus and any supplements thereto
and, if requested by a Contract Owner, the Trust’s current statement of additional
information, and (ii) the Trust’s proxy materials, in accordance with applicable federal and
state securities laws.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of the date first written above.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) (on behalf of itself and its Accounts) |
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By: Name: |
/s/Xxxxx X. Xxxxx
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Title:
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Executive Vice President, U.S. Insurance | |||
XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK (on behalf of itself and its Accounts) |
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By: Name: |
/s/Xxxxx X. Xxxxx
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Title:
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Executive Vice President, U.S. Insurance | |||
XXXX XXXXXXX LIFE INSURANCE COMPANY | ||||
By: Name: |
/s/Xxxxx X. Xxxxx
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Title:
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Executive Vice President | |||
XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY | ||||
By: Name: |
/s/Xxxxx X. Xxxxx
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Title:
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President | |||
XXXX XXXXXXX TRUST | ||||
By: Name: |
/s/Xxxxx X. Xxxxxxxxx
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Title:
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President | |||
XXXX XXXXXXX DISTRIBUTORS, LLC | ||||
By: Name: |
Xxxxxxx Xxxx
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Title:
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Chief Financial Officer |