THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS
EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS
OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE
OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
AUTOMATIC REINSURANCE AGREEMENT
between
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(a corporation organized under the laws of the state of Delaware,
having its principal place of business in Boston, Massachusetts;
hereinafter referred to as the CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(a corporation organized under the laws of the state of Delaware,
having its principal place of business in New York, New York;
hereinafter referred to as the REINSURER)
EFFECTIVE DATE OF THIS AGREEMENT: JULY 1, 2001
(hereinafter referred to as the EFFECTIVE DATE)
AGREEMENT NO. 2001-47
TABLE OF CONTENTS
PREAMBLE ........................................................... 1
Article I. Scope of Agreement ........................................ 1
Article II. Commencement and Termination of Liability ................. 2
Article III. Oversights and Clerical Errors ............................ 3
Article IV. Net Amount at Risk ........................................ 4
Article V. Reinsurance Premiums ...................................... 6
Article VI. Reinsurance Administration ................................ 8
Article VII. Settlement of Claims ...................................... 10
Article VIII. Treaty Reserve ............................................ 12
Article IX. Recapture Privileges ...................................... 13
Article X. Inspection of Records ..................................... 14
Article XI. Insolvency ................................................ 15
Article XII. Negotiation ............................................... 16
Article XIII. Arbitration ............................................... 17
Article XIV. Right to Offset Balances Due .............................. 19
Article XV. Contract and Program Changes .............................. 20
Article XVI. Confidentiality ........................................... 22
Article XVII. Other Provisions .......................................... 23
A. Notifications ....................................... 23
B. Assignment .......................................... 23
C. Severability ........................................ 23
D. Currency ............................................ 23
Article XVIII. Entire Agreement .......................................... 24
Article XIX. DAC Tax ................................................... 25
Article XX. Duration of Agreement ..................................... 26
Article XXI. Execution of Agreement .................................... 27
SCHEDULES AND EXHIBITS
Schedule A Plans of Reinsurance
Schedule B Investment Funds
Schedule C Required Data and Suggested Data Layout
Exhibit I 1994 Variable Annuity MGDB Mortality Table
Exhibit II Reinsurance Premiums
Exhibit III Benefit Limitation Rule
Exhibit IV Confidentiality and Non-Disclosure Agreement
Exhibit V Wiring Instructions
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
i
PREAMBLE
This Agreement is an indemnity reinsurance agreement solely between the CEDING
COMPANY and the REINSURER. The acceptance of reinsurance hereunder shall not
create any right or legal relation whatever between the REINSURER and the
annuitant, owner, beneficiary or any other party under any contracts of the
CEDING COMPANY which may be reinsured hereunder. The CEDING COMPANY shall be and
remain solely liable to such parties under such contracts reinsured hereunder.
All provisions of this Agreement are subject to the laws of the State of
Delaware.
ARTICLE I.
SCOPE OF AGREEMENT
A. On and after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall
automatically reinsure with the REINSURER and the REINSURER shall
automatically accept, its share of the MNAR (defined in Article IV),
generated prior to termination of the REINSURER's liability (defined in
Article II), by the Guaranteed Minimum Death Benefit (GMDB) provisions and
the Earnings Enhancement Benefit (EEB) provisions within the variable
annuity contracts issued by the CEDING COMPANY and reinsured hereunder
(defined in Schedule A).
B. The REINSURER's maximum aggregate VNAR (defined in Article IV) liability
incurred in any one calendar year shall not exceed [*] of the REINSURER's
Quota Share Percentage (defined in Schedule A) of the average aggregate
account value over each respective calendar year of coverage. This average
shall be calculated by way of a trapezoidal rule as shown in Exhibit III.
C. The REINSURER's annual aggregate FSCNAR, VSCNAR and EEMNAR (all defined in
Article IV) liability has no independently calculated annual aggregate
liability limit.
D. For contracts where cumulative deposits are less than [*] the REINSURER's
maximum MNAR liability on any individual life reinsured hereunder shall be
limited to [*] multiplied by the REINSURER's Quota Share Percentage. For
contracts where cumulative deposits are greater than or equal to [*] the
REINSURER's maximum MNAR liability on any individual life reinsured
hereunder shall be limited to [*] multiplied by the REINSURER's Quota Share
Percentage.
E. This Agreement covers only the CEDING COMPANY's contractual liability for
claims paid under variable annuity contract forms specified in Schedule A
and supported by investment funds specified in Schedule B and its
Amendments, that were submitted to the REINSURER in accordance with the
terms of this Agreement set forth in Article XV, Contract and Program
Changes.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 1
Effective July 1, 2001
ARTICLE II.
COMMENCEMENT AND TERMINATION OF LIABILITY
A. On reinsurance ceded under the terms of this Agreement, the liability of
the REINSURER shall commence simultaneously with that of the CEDING
COMPANY.
B. The liability of the REINSURER for all reinsured contracts under this
Agreement may terminate in accordance with
1. the Duration of Agreement provisions of this Agreement set forth in
Article XX, or
2. the termination provisions set forth within Article VI,
Administration, or
3. the Recapture Privileges set forth in Article IX.
C. For an individual contract, the liability of the REINSURER under this
Agreement will terminate either in accordance with Paragraph B, above, or
upon the earliest of the following occurrences defined in the contract(s)
reinsured hereunder:
1. the date the owner elects to annuitize;
2. surrender or termination of the contract
3. full withdrawal, including 1035 exchanges and qualified transfers when
the CEDING COMPANY terminates the contract and releases the proceeds
to the contract owner, beneficiary, annuitant or new carrier;
4. the death of the owner or annuitant where such death triggers the
payment of a contractual death benefit, except when spousal
continuance has been elected during the new business term of this
Agreement as defined in Article XX, Paragraph A. On spousal
continuance election the REINSURER's liability will be terminated upon
death of the spouse;
5. attainment of the maximum annuitization age or attained age 95, if
earlier;
6. the first day of the month following a withdrawal that causes the
Account Value of the contract to fall below one thousand five hundred
dollars ($1,500). Once reinsurance coverage ends for a specific
contract, it cannot be reinstated under this Agreement. This Paragraph
C.6. applies only to contracts for which the GMDB is reduced
dollar-for-dollar for withdrawals.
D. The REINSURER shall be liable to reimburse claims in accordance with
Article VII,only on those deaths where the actual date of death is on or
after the EFFECTIVE DATE.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 2
Effective July 1, 2001
ARTICLE III.
OVERSIGHTS AND CLERICAL ERRORS
A. Should either the CEDING COMPANY or the REINSURER fail to comply with any
of the terms of this Agreement, and if this is shown to be unintentional
and the result of a misunderstanding, oversight or clerical error on the
part of either the CEDING COMPANY or the REINSURER, then this Agreement
shall not be deemed abrogated thereby, but both companies shall be restored
to the positions they would have occupied had no such oversight,
misunderstanding or clerical error occurred. Such conditions are to be
reported and corrected promptly after discovery.
B. If the CEDING COMPANY or the REINSURER discovers that the CEDING COMPANY
did not cede reinsurance on a contract it should have reinsured under this
Agreement, the CEDING COMPANY will take prompt, reasonable and necessary
steps to ensure that similar oversights do not recur. Then this Agreement
shall not be deemed abrogated thereby, but both companies shall be restored
to the positions they would have occupied had the CEDING COMPANY ceded such
reinsurance at the original date. If the REINSURER receives no evidence
that the CEDING COMPANY has taken action to remedy such a situation, the
REINSURER reserves the right to limit its liability to reported contracts
only.
C. Any negligent or deliberate acts or omissions by the CEDING COMPANY
regarding the insurance or reinsurance provided are the responsibility of
the CEDING COMPANY and its liability insurer, if any, but not that of the
REINSURER. The previous sentence does not negate the REINSURER's liability
under Article VII, Settlement of Claims, of this Agreement.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 3
Effective July 1, 2001
ARTICLE IV.
NET AMOUNT AT RISK
A. The MNAR (Mortality Net Amount at Risk) for each variable annuity contract
reinsured hereunder shall be equal to the following:
MNAR = (VNAR + VSCNAR + FSCNAR + EEMNAR)
where:
- VNAR (Variable Net Amount at Risk) = Maximum (a, b) * REINSURER's
Quota Share Percentage where:
a = (GMDB Contractual Death Benefit - Account Value)
b = 0
- VSCNAR (Variable Account Surrender Charge Net Amount at Risk) =
- One-half (1/2) * (Surrender Charges allocated to Variable
Account) * REINSURER's Quota Share Percentage for issue ages
0-79
- 0 for issue ages 80-85
- FSCNAR (Fixed Account Surrender Charge Net Amount at Risk) =
- One-half (1/2) * (Surrender Charges allocated to Fixed
Account) * REINSURER's Quota Share Percentage for issue ages
0-79
- 0 for issue ages 80-85
The surrender charge will be allocated to the Variable Account and the
Fixed Account in proportion to the Variable Account value and the
Fixed Account value at the end of the month.
- EEMNAR (Earnings Enhancement Mortality Net Amount at Risk) = X% * Max
(a, b) * REINSURER's Quota Share Percentage where:
X % varies by issue age as described under the EEB Contractual
Death Benefit Reinsured section of Schedule A
a = (Account Value - Total Purchase Payments Not Withdrawn),
but no greater than total purchase payments not withdrawn
b = 0
B. Spousal Continuances (as described in Schedule A)
The REINSURER will reimburse the CEDING COMPANY for its quota share of the
FSCNAR + VSCNAR realized upon death consistent with the manner in which the
CEDING COMPANY waives the surrender charges when death benefit is paid out.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 4
Effective July 1, 2001
ARTICLE IV, NET AMOUNT AT RISK
(Continued)
Also covered under this Agreement are surrender charges arising from
additional premium deposits contributed by the spouse to the contract on or
after the spousal continuance date.
In no event will the REINSURER reimburse surrender charges arising from the
same premium deposits more than once.
C. The death benefit and the surrender charges will be as described in the
variable annuity contract forms specified in Schedule A.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 5
Effective July 1, 2001
ARTICLE V.
REINSURANCE PREMIUMS
A. The total Reinsurance Premium due in any reporting period is the sum of the
GMDB reinsurance premium and the EEB reinsurance premium as defined
separately below. The reporting period is monthly.
B. The total Reinsurance Premium due and payable in the first month shall at
least equal [*] for this Agreement, the complementary GMIB Agreement Xx.
0000-00, Xxxxxxxxx Xx. 0000-00, Xxxxxxxxx Xx. 0000-00 and Agreement No.
2001-41NY, combined. Thereafter, the minimum reinsurance premium that is
due and payable shall increase by [*] for each month after the first month
until it reaches [*], for the combined agreements, six months after the
EFFECTIVE DATE. The total reinsurance premium that is due and payable for
the combined agreements in any month thereafter shall at least equal [*].
C. The reinsurance rates and the premium structure described herein are
subject to change based on the criteria described in Article XV, Contract
and Program Changes.
GMDB Reinsurance Premium
D. The total GMDB premium is equal to the sum of the fixed account reinsurance
premium and the variable account reinsurance premium calculated as
described hereunder.
E. The fixed account reinsurance premium is a monthly YRT rate which is
applied to the average FSCNAR over the reporting period on a life-by-life
attained age basis, and is equal to [*].
F. The variable account reinsurance premium is a monthly YRT rate which is
applied to the average VNAR plus VSCNAR over the reporting period on a
life-by-life attained age basis, and is equal to [*] subject to minimum and
maximum asset-based reinsurance premium rate limits that vary by a defined
premium class based on variable annuity product, underlying GMDB design,
issue age and cumulative deposits.
G. The minimum and maximum reinsurance premium rates, expressed in terms of
basis points, are set forth in Exhibit II, and are calculated on an
aggregate basis by premium class, as described in the following paragraphs.
With respect to the minimum asset-based premium rates, the CEDING COMPANY
shall calculate, for each premium class, the REINSURER's Quota Share
Percentage of the greater of the average aggregate GMDB value minus the
average aggregate fixed account value, and the average aggregate variable
account value for the reporting month. This value shall be applied to the
annualized minimum reinsurance premium rates per premium class on a [*].
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 6
Effective July 1, 2001
ARTICLE V, REINSURANCE PREMIUMS
(Continued)
With respect to the maximum asset-based premium rates, the CEDING COMPANY
shall calculate, for each premium class, the REINSURER's Quota Share
Percentage of the greater of the average aggregate GMDB value and the
average aggregate total account value for the reporting month. This value
shall be applied to the annualized maximum reinsurance premium rates per
premium class on a [*].
The variable account GMDB reinsurance premium due to the REINSURER for the
month, for each premium class, shall be the greater of the YRT rate, as
described in Paragraph F., above, and the minimum asset-based premium, but
no greater than the maximum asset-based premium calculated as described
above. The total variable account GMDB reinsurance premium due for the
month is the sum of the premiums calculated for each premium class.
H. Once cumulative deposits reach [*] on a contract, that contract enters the
larger size reinsurance premium structure, as set forth in Exhibit II and
remains there for the duration of coverage defined in Article II.
l. When the MNAR (excluding EEMNAR) for an individual life exceeds the
applicable individual life liability limit described in Article I, all YRT
premiums, as described in Paragraph E and Paragraph F of this Article,
shall be reduced by the ratio of the applicable individual life liability
limit to the total MNAR (excluding EEMNAR) for that life.
J. The YRT rate and the minimum and maximum premium rates shall be based on
the oldest person of a multiple life status.
EEB Reinsurance Premium
K. The EEB reinsurance premium is an asset-based reinsurance premium that
varies by a defined premium class based on variable annuity product,
underlying GMDB design and issue age. The premium rates, expressed in terms
of basis points, are set forth in Exhibit II, and are calculated on an
aggregate basis by premium class, as described in the following paragraphs.
L. The CEDING COMPANY shall calculate, for each premium class, the REINSURER's
Quota Share Percentage of the average aggregate total account value for the
reporting month. This value shall be applied to the annualized reinsurance
premium rates per premium class on a [*]. The total EEB premium due for the
month is the sum of the premiums calculated for each premium class.
M. The asset-based premium rates shall be based on the oldest person of a
multiple life status.
Spousal Continuances
N. For Spousal Continuances, the new reinsurance premium rate applied shall be
based off the attained age of the surviving spouse at the time of election
of spousal continuance.
Manufacturers life of N.A., Agreement No. 2001-47 (GMDB) Page 7
Effective July 1, 2001
ARTICLE VI.
REINSURANCE ADMINISTRATION
A. The CEDING COMPANY acknowledges the importance of supplying timely and
accurate data, as defined herein, to enable the REINSURER to manage
effectively the risk associated with the products reinsured hereunder.
Therefore, within thirty (30) days of the end of each calendar month, the
CEDING COMPANY will take all necessary steps to furnish the REINSURER with
a seriatim electronic report as detailed in Schedule C, for each contract
specified in Schedule A, valued as of the last day of that month.
B. Additionally, within thirty (30) days of the end of each calendar month,
the CEDING COMPANY will furnish the REINSURER with a separate Summary
Statement containing the following:
1. reinsurance premiums due to the REINSURER summarized separately for
each premium class as shown in Exhibit II;
2. benefit claim reimbursements due to the CEDING COMPANY in total and,
if applicable, broken down by VNAR, VSCNAR, FSCNAR and EEMNAR;
3. month end date for the period covered by the Summary Statement.
C. Payments between the CEDING COMPANY and the REINSURER shall be paid net of
any amount due and unpaid under this Agreement. If the net balance is due
to the REINSURER, the amount due shall be remitted with the Summary
Statement, but no later than thirty (30) days from the month end date for
the period covered by the Summary Statement. If the net balance is due to
the CEDING COMPANY, the REINSURER shall remit the amount to the CEDING
COMPANY within ten (10) days of receipt of the Summary Statement. Wiring
instructions are attached in Exhibit V.
D. Furthermore, the REINSURER will use the summary data in Schedule C to
calculate and monitor its maximum annual aggregate VNAR liability
throughout the calendar year. Upon the receipt of the final report for the
calendar year, the REINSURER will "true-up" benefit claim reimbursements,
if necessary, for that calendar year.
E. The payment of reinsurance premiums is a condition precedent to the
liability of the REINSURER under this Agreement. In the event the CEDING
COMPANY does not pay reinsurance premiums in a timely manner as defined
below, the REINSURER may exercise the following rights:
1. The REINSURER reserves the right to charge interest if premiums are
not paid within sixty (60) days of the due date, as defined in
Paragraph C of this Article. The interest rate charged shall be based
on the [*] as first published by the Wall Street Journal in the month
following the due date of the reinsurance premiums plus [*]. The
method of calculation shall be simple interest (360-day year).
Interest will accrue from sixty (60) days following the due date shown
on the Summary Statement.
2. The REINSURER will have the right to terminate this Agreement when
premium payments are more than ninety (90) days past due the due date
described in Paragraph C of this Article, by giving ninety (90) days
written notice of termination to the CEDING COMPANY. As of the close
of the last day of this ninety-(9O) day notice period, the REINSURER's
liability for all risks reinsured associated with the
Manufacturers life of N.A., Agreement No. 2001-47 (GMDB) Page 8
Effective July 1, 2001
ARTICLE VI, REINSURANCE ADMINISTRATION
(Continued)
defaulted premiums under this Agreement will terminate. If all
premiums in default are received within the ninety-(90) day time
period, the Agreement will remain in effect.
F. If claims are not paid within sixty (60) days of the REINSURER's receipt of
satisfactory proof of claim liability, the CEDING COMPANY reserves the
right to charge interest, based on the [*] as first published by the Wall
Street Journal in the month following the due date shown on the Summary
Statement plus [*]. The method of calculation shall be simple interest
(360-day year). Interest will accrue from sixty (60) days following the due
date shown on the Summary Statement.
Manufacturers life of N.A., Agreement No. 2001-47 (GMDB) Page 9
Effective July 1, 2001
ARTICLE VII.
SETTLEMENT OF CLAIMS
A. The claims that are eligible for reimbursement are only those that the
CEDING COMPANY is contractually required to pay on deaths that occur on or
after the EFFECTIVE DATE, subject to the liability limitations described in
Article I.
B. In the event the CEDING COMPANY provides satisfactory proof of claim
liability to the REINSURER, claim settlements made by the CEDING COMPANY
shall be unconditionally binding on the REINSURER. In every case of claim,
copies of the proofs obtained by the CEDING COMPANY will be taken by the
REINSURER as sufficient.
C. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY shall notify the REINSURER of the reinsured contractual death
benefits paid in that month, based on the net amount at risk definition set
forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY,
as provided In Article VI, for the reinsured benefits.
D. Settlements by the REINSURER shall be in a lump sum regardless of the mode
of payment made by the CEDING COMPANY.
E. With respect to Extra-Contractual Damages, in no event will the REINSURER
participate in punitive or compensatory damages or statutory penalties
which are awarded against the CEDING COMPANY as a result of an act,
omission or course of conduct committed solely by the CEDING COMPANY in
connection with the insurance reinsured under this Agreement.
The parties recognize that circumstances may arise in which equity would
require the REINSURER, to the extent permitted by law, to share
proportionately in certain assessed situations in which the REINSURER was
an active party and directed, consented to, or ratified the act, omission
or course of conduct of the CEDING COMPANY which ultimately resulted in the
assessment of the extra-contractual damages. In such situations, the
REINSURER and the CEDING COMPANY shall share such damages so assessed in
equitable proportions.
For the purposes of this provision, the following definitions will apply:
"Punitive Damages" are those damages awarded as a penalty, the amount
of which is neither governed nor fixed by statute
"Statutory Penalties" are those amounts awarded as a penalty, but
fixed in amount by statute
"Compensatory Damages" are those amounts awarded to compensate for the
actual damages sustained and are not awarded as a penalty, nor fixed
in amount by statute
If the REINSURER declines to be party to the contest, compromise or
litigation of a claim, it will pay its full share of the amount reinsured,
as if there had been no contest, compromise or litigation. In addition, the
REINSURER will pay its proportionate share of covered expenses incurred to
the date it notifies the CEDING COMPANY that it declines to be a party to
the contest, compromise or litigation of a claim.
Manufacturers life of N.A., Agreement No. 2001-47 (GMDB) Page 10
Effective July 1, 2001
ARTICLE VII, SETTLEMENT OF CLAIMS
(Continued)
F. In no event will the REINSURER be liable for expenses incurred in
connection with a dispute or contest arising out of conflicting or any
other claims of entitlement to policy proceeds or benefits, provided the
REINSURER makes payment of the amount of reinsurance to the CEDING COMPANY,
as described in the above paragraph.
Manufacturers life of N.A., Agreement No. 2001-47 (GMDB) Page 11
Effective July 1, 2001
ARTICLE VIII.
TREATY RESERVE
A. The reserves held by the REINSURER in its statutory financial statement
will be greater than or equal to those required by the state where the
statement is filed.
B. It is the intention of both the REINSURER and the CEDING COMPANY that the
CEDING COMPANY qualify for reinsurance credit in all States for reinsurance
ceded hereunder. The REINSURER, at its sole cost and expense, shall do all
that is necessary to comply with the insurance laws and regulations of all
States in order to enable the CEDING COMPANY to take credit for the
reinsurance ceded hereunder, including delivery of any reports required
thereunder.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 12
Effective July 1, 2001
ARTICLE IX.
RECAPTURE PRIVILEGES
A. The CEDING COMPANY may recapture existing reinsurance in force in
accordance with the following rules:
B. The CEDING COMPANY will notify the REINSURER of its intent to recapture at
least ninety (90) days prior to any recaptures.
C. No recapture will be made unless reinsurance has been in force for fifteen
(15) years, as measured from the EFFECTIVE DATE, or on some other date if
mutually agreed to by both parties.
D. The recapture shall apply to all the reinsurance in force under the
Agreement.
E. Recapture will only be available provided the total carryforward, upon
release of treaty reserves, is in a positive position. The total
carryforward is defined as the sum of the carryforwards of this Agreement
and the complementary living benefits agreement, No. 2001-48, that
reinsures the same variable annuity contracts specified in Schedule A.
F. The carryforward for each Agreement is defined as the current period's
reinsurance premium, minus all reinsurance claims paid under this Agreement
for the current period, minus a [*] basis point annual expense allowance
applied against the average aggregate Account Value for the current period,
minus the change in treaty reserves from the prior period to the current
period, plus the prior period's carryforward. The monthly carryforward
amount is accumulated at [*] rate as published in the Wall Street Journal
on the first business day of the current period plus [*].
Note: For purposes of calculating the carryforward, treaty reserves are
defined as the minimum statutory reserves required of the REINSURER in the
CEDING COMPANY's state of domicile. The CEDING COMPANY shall promptly
notify the REINSURER of any change in its state of domicile.
G. Upon election, recapture shall occur ratably over [*] (i.e., every month
the initial quota share percentage reduces [*] times the initial quota
share percentage). It is irrevocable once elected.
H. The CEDING COMPANY and the REINSURER agree to exchange carryforward
calculations each year-end to ensure ongoing agreement on the position of
the carryforward.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 13
Effective July 1, 2001
ARTICLE X.
INSPECTION OF RECORDS
A. The REINSURER, or its duly appointed representatives, shall have the right
at all reasonable times and for any reasonable purpose to inspect at the
office of the CEDING COMPANY all records referring to reinsurance ceded to
the REINSURER.
B. Relating to the business reinsured hereunder, the CEDING COMPANY or its
duly appointed representatives shall have the right at all reasonable times
and for any reasonable purpose, to inspect at the office of the REINSURER
all records referring to reinsurance ceded from the CEDING COMPANY.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 14
Effective July 1, 2001
ARTICLE XI.
INSOLVENCY
A. A party to this Agreement will be deemed insolvent when it:
a. Applies for or consents to the appointment of a receiver,
rehabilitator, conservator, liquidator or statutory successor
("Authorized Representative") of its properties or assets; or
b. Is adjudicated as bankrupt or insolvent; or
c. Files or consents to the filing of a petition in bankruptcy,
seeks reorganization or an arrangement with creditors or takes
advantage of any bankruptcy, dissolution, liquidation, or similar
law or statute; or
d. Becomes the subject of an order to rehabilitate or an order to
liquidate as defined by the insurance code of the jurisdiction of
the party's domicile.
B. In the event of the insolvency of the CEDING COMPANY, all reinsurance will
be payable on the basis of the liability of the CEDING COMPANY on the
policies reinsured directly to the CEDING COMPANY or its Authorized
Representative without diminution because of the insolvency of the CEDING
COMPANY.
C. In the event of insolvency of the CEDING COMPANY, the Authorized
Representative will, within a reasonable time after the claim is filed in
the insolvency proceeding, give written notice to the REINSURER of all
pending claims against the CEDING COMPANY on any policies reinsured. While
a claim is pending, the REINSURER may investigate such claim and interpose,
at its own expense, in the proceedings where the claim is adjudicated, any
defense or defenses which it may deem available to the CEDING COMPANY or
its Authorized Representative. The expenses incurred by the REINSURER will
be chargeable, subject to court approval, against the CEDING COMPANY as
part of the expense of liquidation to the extent of a proportionate share
of the benefit which may accrue to the CEDING COMPANY solely as a result of
the defense undertaken by the REINSURER. Where two or more reinsurers are
participating in the same claim and a majority in interest elect to
interpose a defense or defenses to any such claim, the expenses will be
apportioned in accordance with the terms of the Reinsurance Agreement as
though such expense had been incurred by the CEDING COMPANY.
D. Any debts or credits, matured or unmatured, liquidated or unliquidated, in
favor of or against either the REINSURER or CEDING COMPANY with respect to
this Agreement are deemed mutual debts or credits, as the case may be, and
will be offset, and only the balance will be allowed or paid. However, in
the event of liquidation, the REINSURER may offset against undisputed
amounts which are due and payable to the CEDING COMPANY, only those
undisputed amounts due the REINSURER which are not more than one hundred
and eighty (180) days past due at the date of the court order of
liquidation.
E. In the event of insolvency of the REINSURER, the provisions of Article IX
notwithstanding, the CEDING COMPANY may recapture immediately all ceded
benefits upon written notice to the REINSURER, its liquidator, receiver or
statutory successor. The CEDING COMPANY shall also have a claim on the
REINSURER for any reinsurance credit amounts including reserves, unearned
premiums and other amounts due the CEDING COMPANY on such reinsurance, at
the date of recapture.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 15
Effective July 1, 2001
ARTICLE XII.
NEGOTIATION
A. Within ten (10) days after one of the parties has given the other the first
written notification of a specific dispute, each party will appoint a
designated officer to attempt to resolve the dispute. The officers will
meet at a mutually agreeable location within thirty (30) days of the last
appointment and as often as necessary, in order to gather and furnish the
other with all appropriate and relevant information concerning the dispute.
The officers will discuss the problem and will negotiate in good faith
without the necessity of any formal arbitration proceedings. During the
negotiation process, all reasonable requests made by one officer to the
other for information will be honored. The designated officers will decide
the specific format for such discussions.
B. If the officers cannot resolve the dispute within thirty (30) days of their
first meeting, the parties will agree to submit the dispute to formal
arbitration, as set forth in Article XIII. However, the parties may agree
in writing to extend the negotiation period for an additional thirty (30)
days.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 16
Effective July 1, 2001
ARTICLE XIII.
ARBITRATION
A. It is the intention of the CEDING COMPANY and the REINSURER that the
customs and practices of the insurance and reinsurance industry will be
given full effect in the operation and interpretation of this Agreement.
The parties agree to act in all things with the highest good faith. If
after the negotiation required by Article XII, the REINSURER or the CEDING
COMPANY cannot mutually resolve a dispute that arises out of or relates to
this Agreement, the dispute will be decided through arbitration. The
arbitrators will base their decision on the terms and conditions of this
Agreement and, as necessary, on the customs and practices of the insurance
and reinsurance industry rather than solely on a strict interpretation of
the applicable law. The decision of the arbitrators shall be made within
nine (9) months of the filing of the notice of intention to arbitrate, and
the arbitrators shall agree to comply with this schedule before accepting
appointment. However, this time limit may be extended by agreement of the
parties or by the arbitrators if necessary. Once a decision is reached,
there will be no appeal of their written decision, and any court having
jurisdiction of the subject matter and the parties, may reduce that
decision to judgement. Should the arbitrators be unable to reach a decision
within nine (9) months of the filing of the notice of intention to
arbitrate and should the parties further be unable to agree upon an
extension of the time limit, then either party to this Agreement may
commence litigation proceedings.
B. To initiate arbitration, either the REINSURER or the CEDING COMPANY will
notify the other party in writing of its desire to arbitrate, stating the
nature of its dispute and the remedy sought. The party to which the notice
is sent will respond to the notification in writing within ten (10) days of
its receipt.
C. There will be three arbitrators who will be current or former officers of
life insurance or reinsurance companies other than the contracting
companies or affiliates thereof. Each of the contracting companies will
appoint one of the arbitrators within thirty (30) days from the date
notification is received and these two arbitrators will select the third
arbitrator within thirty (30) days from the date of appointment of the last
arbitrator. If either party refuses or neglects to appoint an arbitrator
within thirty (30) days of the date notification is received, the other
party may appoint the second arbitrator. If the two arbitrators do not
agree on a third arbitrator within thirty (30) days of the appointment of
the last arbitrator, then the appointment of said arbitrator shall be left
to the President of the American Arbitration Association. Once chosen, the
arbitrators are empowered to decide all substantive and procedural issues
by majority vote.
D. It is agreed that each of the three arbitrators should be impartial
regarding the dispute and should resolve the dispute on the basis described
in Section A of this Article.
E. The arbitration hearing will be held on the date fixed by the arbitrators
in New York City. In no event will this date be later than three (3) months
after the appointment of the third arbitrator. As soon as possible, the
arbitrators will establish pre-arbitration procedures as warranted by the
facts and issues of the particular case. At least ten (10) days prior to
the arbitration hearing, each party will provide the other party and the
arbitrators with a detailed statement of the facts and arguments they will
present at the arbitration hearing. The arbitrators may consider any
relevant evidence; they will give the evidence such weight as they deem it
entitled to after consideration of any
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 17
Effective July 1, 2001
ARTICLE XIII, ARBITRATION
(Continued)
objections raised concerning it. Each party may examine any witnesses who
testify at the arbitration hearing.
F. The cost of arbitration will be divided between the parties, unless the
arbitrators decide otherwise.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 18
Effective July 1, 2001
ARTICLE XIV.
RIGHT TO OFFSET BALANCES DUE
The CEDING COMPANY and the REINSURER shall have, and may exercise at any time,
the right to offset any balance or balances due one party to the other, its
successors or assignees, against balances due to the other party under this
Agreement or under any other Agreements or Contracts previously or subsequently
entered into between the CEDING COMPANY and the REINSURER. This right of offset
shall not be affected or diminished because of the insolvency of either party to
this Agreement.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 19
Effective July 1, 2001
ARTICLE XV.
CONTRACT AND PROGRAM CHANGES
A. The CEDING COMPANY may amend, substitute, add or delete variable investment
funds to the investment options supporting the annuity contract as
described in the contract general provisions. No such change shall be made
by the CEDING COMPANY without prior notification to the REINSURER and
without changes being declared effective by the Securities and Exchange
Commission (SEC), if necessary. The REINSURER will approve or disapprove
of the fund change within fifteen (15) working days of the date on which
they receive notification.
The CEDING COMPANY agrees to maintain at all times a satisfactory selection
of core investment options with overall risk profile characteristics
similar to those listed in Schedule B at inception of the Agreement. As
long as this is the case, the REINSURER will approve such fund changes
within fifteen (15) working days of receiving such notification.
Should any such change result in a material change in the underlying risk,
the REINSURER shall have the right to modify, for that product line only,
any of the terms of this Agreement in order to restore, to the extent
possible, the risk profile of the business reinsured hereunder to its
original position when priced by the REINSURER. The REINSURER shall within
fifteen (15) working days of the date on which notification was received,
provide the CEDING COMPANY with notice of its intent to revise the terms of
this Agreement. The CEDING COMPANY shall have the right to approve or
disapprove of the changes proposed by the REINSURER. If both parties are
not able to reach a mutually satisfactory agreement on revised terms, then
notwithstanding Article IX, the CEDING COMPANY shall have the right of
immediate termination of this Agreement for new and inforce business
affected by the change. The CEDING COMPANY shall provide the REINSURER with
written notification of its intent to terminate. The date of termination
shall be the date that the revised terms would have become effective.
B. The CEDING COMPANY shall also give the REINSURER advance notice of any
other changes to any contract forms reinsured hereunder, such as the
annuity product design and/or death benefit design, the fees and charges,
or the addition of any riders. The REINSURER shall, within fifteen (15)
working days of the date on which notification was received, provide the
CEDING COMPANY with notice of its approval of such change or its intent to
revise the terms of this Agreement.
Should any such change affect new business to be reinsured under this
Agreement and result in a material change in the underlying risk, the
REINSURER shall have the right to modify, for that new business only, any
of the terms of this Agreement in order to restore, to the extent possible,
the risk profile of the business reinsured hereunder to its original
position when priced by the REINSURER. The REINSURER shall, within fifteen
(15) working days of the date on which notification was received, provide
the CEDING COMPANY with notice of its intent to revise the terms of this
Agreement. The CEDING COMPANY shall have the right to approve or disapprove
of the changes proposed by the REINSURER. If both parties are not able to
reach a mutually satisfactory agreement on revised terms, then the CEDING
COMPANY shall have the right of immediate termination of this Agreement for
new business only. The CEDING COMPANY shall
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 20
Effective July 1, 2001
ARTICLE XV, CONTRACT AND PROGRAM CHANGES
(Continued)
provide the REINSURER with written notification of its intent to terminate.
The date of termination shall be the date that the revised terms would have
become effective.
Should any such change affect inforce contracts reinsured under this
Agreement and result in a material change in the underlying risk, the
REINSURER shall have the right to modify, for that product line only, any
of the terms of this Agreement in order to restore, to the extent possible,
the risk profile of the business reinsured hereunder to its original
position when priced by the REINSURER. The REINSURER shall, within fifteen
(15) working days of the date on which notification was received, provide
the CEDING COMPANY with notice of its intent to revise the terms of this
Agreement. The CEDING COMPANY shall have the right to approve or disapprove
of the changes proposed by the REINSURER. If both parties are not able to
reach a mutually satisfactory agreement on revised terms, then
notwithstanding Article IX, the CEDING COMPANY shall have the right of
immediate termination of this Agreement for inforce business affected by
said change only. The CEDING COMPANY shall provide the REINSURER with
written notification of its intent to terminate. The date of termination
shall be the date that the revised terms would have become effective.
C. The above paragraphs notwithstanding, neither party, acting unreasonably,
will withhold agreement to revised terms for the sole purpose of
terminating this Agreement.
D. The CEDING COMPANY agrees to provide the REINSURER with all contractholder
communications produced by the CEDING COMPANY as though the REINSURER were
a contractholder in the CEDING COMPANY's state of domicile.
Manufacturers life of N.A., Agreement No. 2001-47 (GMDB) Page 21
Effective July 1, 2001
ARTICLE XVI.
CONFIDENTIALITY
A. This Agreement incorporates the confidentiality agreement previously agreed
to between the parties on December 1, 1998 (the "Confidentiality
Agreement"), a copy of which is attached hereto as Exhibit IV. All matters
with respect to this Agreement require the utmost good faith of both
parties. Both the CEDING COMPANY and the REINSURER shall, in accordance
with the terms of the Confidentiality Agreement, hold confidential and not
disclose or make competitive use of any shared Confidential Information of
the other party (as such term is defined in the Confidentiality Agreement),
unless otherwise agreed to in writing, or unless the information otherwise
becomes publicly available by means other than by either party or their
agents, or unless the disclose is required for retrocession purposes, has
been mandated by law, or is duly required by external auditors.
B. The REINSURER will treat all personal policyholder information received
from the CEDING COMPANY as confidential information and will use good faith
efforts to keep such information private and secure, in accordance with the
CEDING COMPANY's commitment to its policyholders and in accordance with
federal and state privacy laws. The CEDING COMPANY recognizes that the
REINSURER may need to share certain information with auditors, regulators
and retrocessionaires in the normal course of conducting business.
Manufacturers Life of N.A., Agreement No. 2001-A7 (GMDB) Page 22
Effective July 1, 2001
ARTICLE XVII.
OTHER PROVISIONS
A. Notifications. Any notice or communication given pursuant to this
Reinsurance Agreement must be in writing and either 1) delivered
personally, 2) sent by facsimile or other similar transmission to a number
specified in writing by the recipient, 3) delivered by overnight express,
or 4) sent by Registered or Certified Mail, Postage Prepaid, Return Receipt
Requested, as follows:
If to CEDING COMPANY: The Manufacturers Life Insurance Company of North
America
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
Attn: Chief Financial Officer
If to REINSURER: AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Life Reinsurance Treaty Officer
All notices and other communications required or permitted under this
Reinsurance Agreement that are addressed as provided in this Section will
1) if delivered personally or by overnight express, be deemed given upon
delivery; 2) if delivered by facsimile transmission or other similar
transmission, be deemed given when electronically confirmed, and 3) if sent
by Registered or Certified mail, be deemed given when marked Postage
Prepaid by the sender's terminal. Any party from time-to-time may change
its address, but no such notice of change will be deemed to have been given
until it is actually received by the party sought to be charged with the
contents thereof.
B. Assignment. This Agreement shall be binding to the parties and their
respective successors and permitted assignees. This Agreement may not be
assigned by either party without the written consent of the other. Such
consent shall not be unreasonably withheld. It is understood that the
CEDING COMPANY, as of the writing of this Agreement, is contemplating an
internal consolidation of its business that could result in the assignment
of this Agreement to another entity within the CEDING COMPANY's corporate
family. Said assignment shall be considered approved by the REINSURER.
C. Severability. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination will not affect or impair the
validity or the enforceability of the remaining provisions of this
Agreement. If said provision is deemed material to other provisions
contained within the Agreement, both parties will negotiate in good faith
to restore the Agreement to a similar position prior to said provision
being determined to be invalid or unenforceable.
D. Currency. All financial transactions under this Agreement shall be made in
U. S. dollars.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 23
Effective July 1, 2001
ARTICLE XVIII.
ENTIRE AGREEMENT
This Agreement shall constitute the entire Agreement between the parties with
respect to business reinsured hereunder. There is no understanding between the
parties other than as expressed in this Agreement and any change or modification
to this Agreement shall be null and void unless made by Amendment or Addendum to
the Agreement and signed by both parties.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 24
Effective July 1, 2001
ARTICLE XIX.
DAC TAX
TREASURY REGULATION SECTION 1.848-2(g)98) ELECTION
The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992,
under Section 848 of the Internal Revenue Code 1986, as amended. This election
shall be effective for the year this Agreement becomes effective and all
subsequent taxable years for which this Agreement remains in effect.
A. The term "party" will refer to either the CEDING COMPANY or the REINSURER
as appropriate.
B. The terms used in this Article are defined by reference to Treasury
Regulations Section 1.848-2 in effect as of December 29, 1992.
C. The party with the net positive consideration for this Agreement for each
taxable year will capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deduction
limitation of IRC Section 848(c)(1).
D. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency. The
parties also agree to exchange information, which may be otherwise required
by the IRS.
E. The CEDING COMPANY will submit to the REINSURER by April 1st of each year,
a schedule of its calculation of the net consideration for the preceding
calendar year. This schedule will be accompanied by a statement signed by
an officer of the CEDING COMPANY stating that the CEDING COMPANY will
report such net consideration in its tax return for the preceding calendar
year.
F. The REINSURER may contest such calculation by providing an alternate
calculation to the CEDING COMPANY in writing within thirty (30) days of the
REINSURER's receipt of the CEDING COMPANY's calculation. If the REINSURER
does not notify the CEDING COMPANY, the REINSURER will report the net
consideration as determined by the CEDING COMPANY in the REINSURER's tax
return for the previous calendar year.
G. If the REINSURER contests the CEDING COMPANY's calculation of the net
consideration, the parties will act in good faith to reach an agreement as
to the correct amount within thirty (30) days of the date the REINSURER
submits its alternate calculation. If the REINSURER and CEDING COMPANY
reach agreement on an amount of net consideration, each party shall report
such amount in their respective tax returns for the previous calendar year.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 25
Effective July 1, 2001
ARTICLE XX.
DURATION OF AGREEMENT
A. This Agreement shall be open for new business for a minimum of [*] measured
from the EFFECTIVE DATE, subject to a limit of [*] of total new
considerations to the CEDING COMPANY on the product(s) reinsured hereunder,
divided by the REINSURER's Quota Share Percentage. Anytime on or after the
second anniversary of this Agreement, or anytime on or after attainment of
the limit on total new considerations described in this Paragraph, and upon
ninety (90) days written notice, either the CEDING COMPANY or the REINSURER
may cancel this Agreement for new business unilaterally or amend the terms
of reinsurance for new business by mutual agreement.
B. This Agreement shall be unlimited as to its duration but may be reduced or
terminated for new business as provided in this Article, above.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 26
Effective July 1, 2001
ARTICLE XXI.
EXECUTION OF AGREEMENT
This Agreement may be executed by the parties in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof signed by less than both,
but together signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of the EFFECTIVE DATE.
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
By: /s/ Xxxxx Xxxxxx Date: Feb 15, 2002
-----------------------------------
Xxxxx Xxxxxx, Vice President & CFO
Attest: /s/ Xxxx Xxxxxxxxxx
-------------------------------
Xxxx Xxxxxxxxxx, Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
------------------------------------ Date: 06 February 2002
Xxxxxxx X. Xxxx, President
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxx, Assistant Vice
President
Attest: /s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB) Page 27
Effective July 1, 2001
SCHEDULE A
PLANS OF REINSURANCE
A. REINSURER's Quota Share Percentage:
[*]
B. Issue Dates:
New Policies issued on or after July 1, 2001
Contractholders may, at their sale discretion, elect, revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
60-day window) of the contract issue date. The election or termination of
any optional rider within the 60-day window will be retroactive to date of
issue, and will be covered under this Agreement. All reinsurance premiums
and claims will be trued up accordingly. The CEDING COMPANY will identify
the policies covered under the 60-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. (Note: A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-look
period. There will be no limit for contracts that are still within their
statutory free-look period.
C. GMDB (Contractual Death Benefit) Reinsured:
Venture Basic Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced for
withdrawals on a dollar-for-dollar basis.
Venture Basic Benefit for issue ages 81-85
Return of Net Considerations; reduced for withdrawals on a
dollar-for-dollar basis.
Vision Basic Benefit for issue ages 0-80
Rollup to attained age 81 subject to 200% of net considerations; return of
net considerations thereafter and reduced for withdrawals on a
dollar-for-dollar basis.
Venture III Basic Benefit for issue ages 0-85
Return of Net Considerations; reduced proportionately for withdrawals.
Venture III Optional Enhanced Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced
proportionately for withdrawals.
Continued....
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
D. EEB (Contractual Death Benefit) Reinsured:
Venture and Venture III GEM rider for issue ages 0-69
40% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Venture and Venture III GEM rider for issue ages 70-85
25% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Note:
- Partial withdrawals will reduce the GEM death benefit on a
proportional basis.
- Excluding the initial deposit, additional deposits made in the six (6)
months prior to death will not be included in determining the cap on
the total purchase payment not withdrawn.
E. Spousal Continuances
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case,
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit, the Anniversary Values for all prior
Contract Anniversaries will be set to zero as of the date of the first
owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance:
a. this Agreement is open for new business as defined in Article XX,
Paragraph A, and
b. the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement.
CONTINUED....
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
F. RELATED CONTRACTS:
Venture, Vision and Venture III Variable Annuity policy forms and
associated rider forms specified below
Policy Forms
VENTURE.001; VENTURE.001.94; VENTURE.001.98
VENTURE.003; VENTURE.003.98
VENTURE.004
VENTURE.005; VENTURE.005.98
VISION.001; VISION.001.94; VISION.001.98; VISION.002; VISION.002.98
VENTURE.100 (Consisting of: VENTURE.100.S01V00, VENTURE.100P01V00,
VENTURE.100P02V00, VENTURE.100P03V00, VENTURE.100P04V00,
VENTURE.100P05V00, VENTURE.100P06V00, VENTURE.100P07V00,
VENTURE.100P08V001, VENTURE.100P09V00, VENTURE.100P10V00,
VENTURE.100P11V001, VENTURE.100P12V00, VENTURE.100.T01V00
GEM Rider Form
BR009.00; BR009.00G
Annual Step Rider Form
BR002.99; BR010.00; BR010.00G
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
AIM
All Cap Growth Trust
Aggressive Growth Trust
CGTC
Diversified Bond Trust
Income & Value Trust
US Large Cap Value Trust
Small Company Blend Trust
Xxxxx & Steers
Real Estate Securities
Xxxxx Selected
Financial Services
Fundamental Value
Dreyfus
All Cap Value Trust
Fidelity
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Founders
International Small Cap Trust
Franklin
Emerging Small Company Trust
Investco
Telecommunications Trust
Mid Cap Growth Trust
Janus
Dynamic Growth Trust
Xxxxxxxx
Capital Appreciation Trust
Lord Xxxxxx
Mid Cap Value Trust
Manufacturers Advisor Corporation
Pacific Rim Emerging Markets Trust
Money Market Trust
Quantitative Equity Trust
Balanced Trust
Quantitative Mid Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
International Index Trust
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
Xxxxxxx Xxxxx
XX Basic Value Focus Trust
ML Special Value Focus Trust
ML Developing Capital Markets Trust
MFS
Strategic Growth Trust
Capital Opportunities Trust
Utilities Trust
Xxxxxx Xxxxx. Xxxx.
Value Trust
High Yield Trust
Xxxxxxx
Tactical Allocation Trust
Munder
Internet Technologies
PIMCO
Global Bond Trust
Total Return Trust
Xxxxxx
Global Equity
Mid Cap Opportunities
Xxxx Price -- Flem.
International Stock Trust
Salomon
US Government Securities Trust
Strategic Bond Trust
SsgA
Growth Trust
SsgA
Growth Trust
X. Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxxx
International Value Trust
Wellington
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Fixed Funds
One Year
DCA Twelve Month
DCA Six Month
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
(Page 1 of 3)
Field Description Comments
----------------- ------------------------------------
Annuitant's ID: Last Name
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Joint Annuitant's ID: Last Name If Applicable
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Owner's ID: Last Name
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Joint Owner's ID: Last Name If Applicable
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Policy Number
Policy Issue Date YYYYMMDD
Policy Issue Status NI = True New Issue, SC = Spousal
Continuance,
EX = 1035 Exchange
Tax Status Qualified (Q), or Non-qualified (N)
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
(Page 2 of 3)
Field Description Comments
----------------- --------
GMDB/EEB SECTION (If applicable
Mortality Risk Definition Indicator AV = VNAR; CV = VNAR + SCNAR
Death Claim Trigger A = Annuitant, 0 = Owner, 1 = 1st to die, 2 = 2nd to die
(e.g., A2 = payable upon death of second joint annuitants)
Current Ratchet Value If Applicable
Current Reset Value If Applicable
Current Rollup Value If Applicable
Current Return of Premium Value If Applicable
Minimum Guaranteed Death Benefit
Contract Death Benefit Greater of Account Value and Minimum Guaranteed Death Benefit
Effective Date of the Rider
Account Value as of the Effective
Date of the Rider
Mortality Risk VNAR Max [Contractual Death Benefit - Account Value), O]
SCNAR Surrender Charge, if applicable
EEMNAR T%(AV less Net Purchase Payments), if applicable
Earnings AV less Net Purchase Payments
Earnings Cap If Applicable
Tax Percentage If Applicable
GMIB SECTION (If applicable)
GMIB Indicator Y = benefit elected, N = benefit not elected, NA = not applicable
Income Benefit Elected 01 = option 1, 02 = option 2, etc.
Expiration of Waiting Period YYYYMMDD
GMIB Annuitization Date YYYYMMDD - actual date
Most Recent GMIB Step-up/Reset Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
IBB Amount
GMIB IBNAR Amount Calculated using an individual life annuity form with 10 years
certain
Treasury Rate Used in IBNAR calculation
GMAB SECTION (If applicable)
GMAB Indicator Y = benefit elected, N = benefit not elected, NA = not applicable
Accumulation Benefit Elected 01 = option 1, 02 = option 2, etc.
Maturity Date YYYYMMDD
Most Recent GMAB Step-up /
Rollover Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
GMAB Guaranteed Value Current Value
GMAB NAR Max [(GMAB Guaranteed Value - Account Value), O]
Account Value Current total value
Surrender Charge If reinsured
Cumulative Deposits Total premiums
Cumulative Withdrawals Total withdrawals
Net Purchase Payments Total premiums less total withdrawals (proportional adjustment)
Deposits made in quarter of death dollar value
Quota Share reinsured percentage
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
(Page 3 of 3)
Field Description Comments
----------------- --------
Funding Vehicle Values:
"MorningStar" designations (US)
Aggressive Growth
Balanced
Corporate Bond
Government Bond
Growth
Growth and Income
High Yield Bond
International Bond
International Stock
Money Market
Specialty Fund
Fixed Account
Dollar Cost Averaging
Note: total of funding vehicles should equal account value.
Termination Information:
Termination Date YYYYMMDD, If applicable
Reason for Termination Death (D), Annuitization (A), 1035 Exchange (X),
GMIB Election (I) Other (0).
Cause of Death If applicable. Use your Cause of Death code, and
provide translation.
Summary Information: For reconciliation purposes (may be paper summary)
Total number of records Monthly aggregate information by GMIB Design, GMAB
Design, and Pricing Cohort (if applicable)
Total of each dollar field Monthly aggregate Information by GMIB Design, GMAB
Design, GMAB Design, and Pricing Cohort (if
applicable)
Note: All values to nearest dollar
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
EXHIBIT I
1994 VARIABLE ANNUITY MGDB MORTALITY TABLE
(APPLIED AGE LAST BIRTHDAY AT ATTAINED AGE)
ATTAINED AGE MALE QX FEMALE QX
------------ -------- ---------
1 [*] [*]
2 [*] [*]
3 [*] [*]
4 [*] [*]
5 [*] [*]
6 [*] [*]
7 [*] [*]
8 [*] [*]
9 [*] [*]
10 [*] [*]
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54 [*] [*]
55 [*] [*]
56 [*] [*]
57 [*] [*]
58 [*] [*]
59 [*] [*]
ATTAINED AGE MALE QX FEMALE QX
------------ -------- ---------
60 [*] [*]
61 [*] [*]
62 [*] [*]
63 [*] [*]
64 [*] [*]
65 [*] [*]
66 [*] [*]
67 [*] [*]
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114 [*] [*]
115 [*] [*]
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
EXHIBIT II
REINSURANCE PREMIUMS
FOR CONTRACTS WITH CUMULATIVE DEPOSITS [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
----------------- ---------- ----------- -------- ----------
Annual Ratchet 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
Return of Premium 80-85 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VISION GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
----------------- ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
----------------- ---------- ----------- -------- ----------
Return of Premium 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
80-85 [*] [*] [*]
Annual Ratchet 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
* The current maximum premium rate shall be in effect for a minimum of twenty
(20) years from the EFFECTIVE DATE of this Reinsurance Agreement.
Thereafter, it may be increased based on expected experience but not beyond
the stated guaranteed maximum rates shown.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
EXHIBIT II, REINSURANCE PREMIUMS
(CONTINUED)
FOR CONTRACTS WITH CUMULATIVE DEPOSITS [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
----------------- ---------- ----------- -------- ----------
ANNUAL RATCHET 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
RETURN OF PREMIUM 80-85 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VISION GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
----------------- ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
----------------- ---------- ----------- -------- ----------
RETURN OF PREMIUM 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
80-85 [*] [*] [*]
ANNUAL RATCHET 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
* The current maximum premium rate shall be in effect for a minimum of twenty
(20) years from the EFFECTIVE DATE of this Reinsurance Agreement.
Thereafter, it may be increased based on expected experience but not beyond
the stated guaranteed maximum rates shown.
Manufacturers Life of N.A., AGREEMENT NO. 2001-47 (GMDB)
Effective July 1, 2001
EXHIBIT II, REINSURANCE PREMIUMS
(CONTINUED)
EEB PREMIUMS [*]
REINSURANCE GUARANTEED
VENTURE GEM (EEB) ISSUE AGES PREMIUMS* MAXIMUM
--------------------- ---------- ----------- ----------
0-49 [*] [*]
50-59 [*] [*]
60-69 [*] [*]
70-79 [*] [*]
80-85 [*] [*]
REINSURANCE GUARANTEED
VENTURE III GEM (EEB) ISSUE AGES PREMIUMS* MAXIMUM
--------------------- ---------- ----------- ----------
0-49 [*] [*]
With ROP Death
Benefit 50-59 [*] [*]
60-69 [*] [*]
70-80 [*] [*]
With Annual Ratchet
Death Benefit 0-49 [*] [*]
50-59 [*] [*]
60-69 [*] [*]
70-79 [*] [*]
80-85 [*] [*]
* The current premium rate shall be in effect for a minimum of twenty (20)
years from the EFFECTIVE DATE of this Reinsurance Agreement. Thereafter, it
may be increased based on expected experience but not beyond the stated
guaranteed maximum rates shown.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
EXHIBIT III
BENEFIT LIMITATION RULE
TRAPEZOIDAL RULE
Average Aggregate Account Value inforce in calendar year Z equals:
AV(Jan(B))
---------- +
24
AV(Feb(B)) + AV(Mar(B)) + AB(Apr(B)) + AV(May(B))
------------------------------------------------- +
12
AV(Jun(B)) + AV(Jul(B)) + AV(Aug(B)) + AB(Sep(B))
------------------------------------------------- +
12
AV(Oct(B)) + AV(Nov(B)) + AV(Dec(B))
------------------------------------ +
12
AV(Dec(E))
----------
24
where AV(Month(B)) is equal to the beginning of month aggregate account value of
the Related Contracts listed in Schedule A and AV(Month(B)) is equal to
the end of month aggregate account value of the Related Contracts listed in
Schedule A.
For partial calendar years AV(Month(B)) for months prior to the EFFECTIVE DATE
of this Reinsurance Agreement or for months subsequent to the termination of all
business hereunder, should be set equal to zero.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
EXHIBIT IV
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Manufacturers Life of N.A., Agreement No. 2001-47(GMDB)
Effective July 1, 2001
(AXA RE LIFE LOGO)
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement ("Agreement") is made as of 1
December, 1998 by and between AXA Re Life Insurance Company AXA RE"). a life
insurance company organized and existing under the laws of the State of
Delaware, and The Manufacturers Life Insurance Company of North America
("Company"), a corporation organized and existing under the laws of the State of
Delaware.
WHEREAS, the parties hereto intend to disclose, both orally and in writing,
certain confidential and proprietary information ("Confidential information") to
each other, and to the designated Affiliates and representatives of each other,
in furtherance of evaluating the possibility of entering into a reinsurance
program between AXA Re and the Company covering various guaranteed benefits
within new and/or inforce variable annuity and/or variable life contracts that
incorporate Company Confidential Information; and
WHEREAS, the parties wish to protect certain Confidential Information which may
be disclosed between them, particularly regarding AXA Re's program for
reinsuring variable annuity contracts.
NOW THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto acknowledge and agree that the Confidential Information disclosed
hereunder is confidential, proprietary and trade secret to the disclosing party
and is disclosed to the receiving party on a confidential basis under this
Agreement, to be used only as expressly permitted by the terms and conditions of
this Agreement Title to the Confidential Information will remain at all times in
the disclosing party and no transfer of any interest is either expressly granted
or implied.
CONFIDENTIAL INFORMATION
As used in this Agreement, the term "Confidential Information" includes but is
not limited to the following items, whether existing now or created in the
future. (a) all knowledge or information concerning the business, operations and
assets of the parties hereto and their respective Subsidiaries and Affiliates
which is not readily available to the public, such as; internal operating
procedures; investment strategies; sales data and customer lists, financial
plans, projections and reports; and insurance and investment company programs,
plans and products; (b) all property owned, licensed and/or developed by or for
the parties, their Subsidiaries or Affiliates or their respective clients and
not readily available to the public, such as computer systems, programs,
software and devices, plus information about the design, methodology and
documentation therefore (c) information, materials, products or any other
tangible or intangible assets in the possession or the control of the parties or
their Subsidiaries or Affiliates which is proprietary to, or confidential to or
about, any other person or entity; (d) proprietary or confidential information
obtained from persons or entities conducting business with the parties or their
Subsidiaries or Affiliates in any capacity; and (e) records and repositories of
all of the foregoing, in whatever form maintained.
1
(AXA RE LIFE LOGO)
The following shall not limit the generality of the foregoing; (a) Confidential
Information of AXA Re shall include, without limitation, all information with
respect to AXA Re's program for reinsuring variable annuities and/or variable
life insurance, any actuarial, pricing and financial information provided by AXA
Re or its Affiliated companies to the Company, and all information conveyed
orally or by any other means by AXA Re or its Affiliated companies to the
Company, with respect to reinsurance of variable annuities and/or variable life
insurance; and (b) Confidential Information of the Company shall include.
without limitation, all information with respect to its variable annuity and/or
variable life contract, any actuarial, pricing and financial information
provided by the Company or its Affiliated companies to AXA Re, the Company
annuity pricing model, and all information conveyed orally or by any other means
by the Company or its Affiliated companies to AXA Re, with respect to Company
variable annuity and/or variable life insurance programs
Failure to xxxx any material or information "Confidential" shall not affect the
confidential nature therefore.
The restrictions against disclosing and disseminating the Confidential
information shall not apply to:
i. general skills and experience gamed by employees of either party,
their Subsidiaries or their Affiliates; or
ii. information known by the receiving party prior to disclosure under
this Agreement; or
iii. information disclosed to the receiving party by a third party who was
not under an obligation of confidentiality to the disclosing party; or
iv. information which is publicly available or generally known within the
insurance or data processing industries; or
v. information which is independently developed by the receiving party
prior to, concurrent with or subsequent to the disclosing party's
disclosure without any wrongful act or breach of this Agreement by the
receiving party; or
vi. information which becomes available to one party, its Subsidiaries,
its Affiliates or its representatives on a non-confidential basis
from sources other than the other party or its Subsidiaries,
Affiliates or representatives, provided that the recipient of such
information does not know or have reason to know that such sources are
prohibited by contractual, legal or fiduciary obligation from
transmitting the information.
The foregoing notwithstanding, nothing in this Agreement shall be construed to
prohibit the disclosure of Confidential Information in accordance with the terms
of a court order. In the event one of the parties becomes legally compelled to
disclose the Confidential Information of the other, the party being compelled
shall provide prompt and reasonable notice to the other party, so that the other
party may seek a protective order, an appeal, or other appropriate remedy.
2
(AXA RE LIFE LOGO)
BREACH
The parties hereto recognize that the unauthorized disclosure, duplication,
reproduction or use of the Confidential Information would cause irreparable harm
to the disclosing party and that monetary damages will be inadequate to
compensate the disclosing party for such breach. For that reason, the parties
hereto shall be entitled to seek, in any court of competent jurisdiction,
injunctive relief including a preliminary injunction and an order of seizure and
impoundment under Section 503 of the Copyright Act and the receiving party will
not object to the entry of an injunction or other equitable relief against it on
the basis of an adequate remedy at law or other reason. Such relief shall be
cumulative and in addition to whatever other remedies the disclosing party may
have.
MISCELLANEOUS
(a) No waiver of any provision of this Agreement shall be effective unless
contained in a writing executed by the party against whom enforcement
thereof is sought A waiver of any specific term hereof shall not be deemed
to constitute a waiver of any other term hereof, nor shall a waiver on
any one or more occasions be deemed to imply or constitute a waiver of the
same of any other term on any other occasion.
(b) If any part of this Agreement shall be held to be void or unenforceable,
such part shall be treated as severable, leaving valid the remainder of the
Agreement.
(c) This Agreement shall be construed in accordance with the laws of the State
of Delaware
(d) Anything in this Agreement to the contrary notwithstanding, nothing herein
shall be construed as a commitment by either party to enter into a
Reinsurance Agreement or to engage in anything beyond having Initial
discussions and exchanging information which may lead to a formal request
for a reinsurance proposal and subsequent preparation thereof
(e) Each of the parties shall cause its respective Subsidiaries and Affiliates
to abide by the terms of this Agreement, and in the event of a violation of
this Agreement by their respective Subsidiaries or Affiliates, shall be
liable hereunder to the same extent as if, themselves, had committed such
violation.
(f) For purposes of this Agreement:
(i) "Affiliate" shall mean a person that directly, or indirectly through
one or more intermediaries, controls, is controlled by or is under
common control with another person or beneficially owns or has the
power to vote or direct the vote of twenty-five percent (25%) or more
of any class of voting stock (or of any form of voting equity Interest
in the case of a person that is not a corporation) of such other
person. For purposes of this definition, "control", including the
terms "controlling" and "controlled", means the power to direct or
cause the direction of the management and policies of a person,
directly or indirectly, whether
3
(AXA RE LIFE LOGO)
through the ownership of securities or partnership or other ownership
interests, by contract or otherwise.
(ii) "Subsidiary' of a person means any person with respect to whom such
specified person, directly or indirectly, beneficially owns fifty
percent (50%) or more of the equity interests in, or holds the voting
control of fifty percent (50%) to more of the equity interests in,
such person.
(g) Upon the written request of AXA Re at any time, the Company will return to
AXA Re all AXA Re Confidential Information, provided that if AXA Re enters
into a reinsurance agreement with the Company, that the Company shall be
entitled to retain AXA Re Confidential Information required by the Company
in order to fulfill its obligations under the reinsurance agreement (but
that any such Confidential Information shall not be used for any other
purpose).
(h) Upon the written request of the Company at any time, AXA Re will return to
the Company all Company Confidential Information, provided that if AXA Re
enters into a reinsurance agreement with the Company, that AXA Re shall be
entitled to retain Company Confidential Information required by AXA Re in
order to fulfill its obligations under the reinsurance agreement (but that
any such Confidential Information shall not be used for any other purpose).
(i) Nothing in this agreement shall prevent the Company and AXA Re from
developing reinsurance products, or limit their respective rights to
develop reinsurance products, provided the Company does not use AXA Re
Confidential Information and AXA Re does not use Company Confidential
Information in connection with the development of such products.
COMMENCEMENT AND TERMINATION OF AGREEMENT
This Agreement is effective upon the date first written above. The obligations
of each party set out in the preceding paragraphs above shall survive the
termination of the Agreement.
Notwithstanding anything in this Agreement to the contrary, each party agrees
that any agreement executed between them as a result of these discussions shall
incorporate the confidentiality provisions contained herein, and this Agreement
shall be deemed to continue in full force and effect during all terms of such
subsequent agreement.
GENERAL PROVISIONS
This Agreement shall be governed by and construed, and the legal relations
between the parties shall be determined, in accordance with the laws of the
State of Delaware without giving effect to the principles of conflicts of laws.
This Agreement supersedes all prior understandings and negotiations, oral and
written, and constitutes the entire understanding between the parties on this
subject. This Agreement and any of the rights or obligations hereunder are not
assignable without AXA Re's prior written permission.
4
(AXA LIFE LOGO)
No waiver, modification, or amendment to the Agreement shall be binding upon the
parties unless It is in writing signed by an Authorized Representative of the
party against whom enforcement is sought
IN WITNESS THEREOF, the parties by their duly Authorized Representatives have
caused this Agreement to be executed as of the date first written above.
AXA RE LIFE INSURANCE COMPANY THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxx
--------------------------------- ------------------------------------
Xxxxxxx Xxxxxxxx Xxxx Xxxxx
Title: Vice President, Title: Senior Actuarial Associate
Reinsurance Solutions
Date: 1 December, 1998 Date: 1 December, 1998
5
EXHIBIT V
WIRING INSTRUCTIONS
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY'S TECHNICAL ACCOUNT
Account held at: Chase Manhattan Bank, N.A.
Xxx Xxxx, XX 00000
Account Number: ABA# 000000000
Account # 323-095569
Premium & Loss Account
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA'S ACCOUNT
Account held at: Xxxxx Xxxxxx Xxxx xxx Xxxxx Xx.
Xxxxxx, XX
Account Number: ABA# 000000000
Account # 00000000
MNA Transfer Account
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB)
Effective July 1. 2001
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(CEDING COMPANY)
AND
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective January 28, 2002, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
- SCHEDULE A, PLANS OF REINSURANCE, is hereby replaced by the attached
Schedule A to document, under Paragraph F, the addition of Vision
Class B shares as a covered product under the terms of this Agreement.
Note that Vision Class A shares, the Vision product currently
reinsured hereunder, will continue to be sold under the terms
currently existing hereunder for that product.
- EXHIBIT II, REINSURANCE PREMIUMS, is hereby replaced by the attached
Exhibit II to set forth the reinsurance premiums applicable to Vision
Class B shares.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURERS LIFE REINSURANCE COMPANY OF NORTH AMERICA
By: /s/ Xxxxx Xxxxxx Date: Feb 15, 2002
---------------------------------
Xxxxx Xxxxxx, Vice President and
CFO
Attest: /s/ Xxxx Xxxxxxxxxx
-----------------------------
Xxxx Xxxxxxxxxx, Vice
President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: illegible February 2002
---------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxx, Assistant Vice
President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 1, Effective January 28, 2002
SCHEDULE A
PLANS OF REINSURANCE
A. REINSURER's Quota Share Percentage:
[*]
B. Issue Dates:
New Policies issued on or after July 1, 2001
Contractholders may, at their sale discretion, elect. revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
6O-day window) of the contract issue date. The election or termination of
any optional rider within the 60o day window will be retroactive to date of
issue, and will be covered under this Agreement. All reinsurance premiums
and claims will be trued up accordingly. The CEDING COMPANY will identify
the policies covered under the 6O-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. (Note: A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-look
period. There will be no limit for contracts that are still within their
statutory free-look period.
C. GMDB (Contractual Death Benefit) Reinsured:
Venture Basic Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced for
withdrawals on a dollar-for-dollar basis.
Venture Basic Benefit for issue ages 81-85
Return of Net Considerations; reduced for withdrawals on a
dollar-for-dollar basis.
Vision Basic Benefit for issue ages 0-80
Rollup to attained age 8' subject to 200% of net considerations; return of
net considerations thereafter and reduced for withdrawals on a
dollar-for-dollar basis.
Venture III Basic Benefit for issue ages 0-85
Return of Net Considerations; reduced proportionately for withdrawals.
Venture III Optional Enhanced Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced
proportionately for withdrawals.
Continued....
Manufacturers Life 0f N.A., Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 1. Effective January 28, 2002
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
D. EEB (Contractual Death Benefit) Reinsured:
Venture and Venture III GEM rider for issue ages 0-69
40% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Venture and Venture III GEM rider for issue ages 70-85
25% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Note:
- Partial withdrawals will reduce the GEM death benefit on a
proportional basis.
- Excluding the initial deposit, additional deposits made in the six (6)
months prior to death will not be included in determining the cap on
the total purchase payment not withdrawn.
E. Spousal Continuances
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case,
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit, the Anniversary Values for all prior
Contract Anniversaries will be set to zero as of the date of the first
owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance:
a. this Agreement is open for new business as defined in Article XX,
Paragraph A, and
b. the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement.
Continued....
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 1, Effective January 28, 2002
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
F. Related Contracts:
Venture, Vision and Venture III Variable Annuity policy forms and
associated rider forms specified below
Policy Forms
VENTURE.001; VENTURE.001.94; VENTURE.001.98
VENTURE.003; VENTURE.003.98
VENTURE.004
VENTURE.005; VENTURE.005.98
VISION.001; VISION.001.94; VISION.001.98; VISION.002; VISION.002.98
VENTURE.100 (Consisting of: VENTURE.100.S01V00, VENTURE.100P01V00,
VENTURE.100P02V00, VENTURE.100P03V00, VENTURE.100P04V00,
VENTURE.100P05V00, VENTURE.100P06V00, VENTURE.100P07V00,
VENTURE.100P08V001, VENTURE.100P09V00, VENTURE.100P10V00,
VENTURE.100P11V001, VENTURE.100P12V00, VENTURE.100.T01V00
GEM Rider Form
BR009.00; BR009.00G
Annual Step Rider Form
BR002.99; BR010.00; BR010.00G
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 1, Effective January 28, 2002
EXHIBIT II
REINSURANCE PREMIUMS
FOR CONTRACTS WITH CUMULATIVE DEPOSITS [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
------------ ---------- ----------- -------- ----------
Annual Ratchet 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
Return of Premium 80-85 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VISION GMDB (CLASS A) ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
--------------------- ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
VISION GMDB (CLASS B) REINSURANCE PREMIUMS GUARANTEED
EFFECTIVE JANUARY 28, 2002 ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
-------------------------- ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
---------------- ---------- ----------- -------- ----------
Return of Premium 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
80-85 [*] [*] [*]
Annual Ratchet 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
* The current maximum premium rate shall be in effect for a minimum of twenty
(20) years from the EFFECTIVE DATE of this Reinsurance Agreement.
Thereafter, it may be increased based on expected experience but not beyond
the stated guaranteed maximum rates shown.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 1, Effective January 28, 2002
EXHIBIT II, REINSURANCE PREMIUMS
(CONTINUED)
FOR CONTRACTS WITH CUMULATIVE DEPOSITS [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
------------ ---------- ----------- -------- ----------
Annual Ratchet 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
Return of Premium 80-85 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VISION GMDB (CLASS A) ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
--------------------- ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
VISION GMDB (CLASS B) REINSURANCE PREMIUMS GUARANTEED
EFFECTIVE JANUARY 28, 2002 ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
-------------------------- ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
---------------- ---------- ----------- -------- ----------
Return of Premium 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
80-85 [*] [*] [*]
Annual Ratchet 0-49 [*] [*] [*]
50-59 [*] [*] [*]
60-69 [*] [*] [*]
70-79 [*] [*] [*]
* The current maximum premium rate shall be in effect for a minimum of twenty
(20) years from the EFFECTIVE DATE of this Reinsurance Agreement.
Thereafter, it may be increased based on expected experience but not beyond
the stated guaranteed maximum rates shown.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 1, Effective January 28, 2002
EXHIBIT II, REINSURANCE PREMIUMS
(CONTINUED)
EEB PREMIUMS REGARDLESS OF CONTRACT SIZE:
REINSURANCE GUARANTEED
VENTURE GEM (EEB) ISSUE AGES PREMIUMS* MAXIMUM
----------------- ---------- ----------- ----------
0-49 [*] [*]
50-59 [*] [*]
60-69 [*] [*]
70-79 [*] [*]
80-85 [*] [*]
REINSURANCE GUARANTEED
VENTURE III GEM (EEB) ISSUE AGES PREMIUMS* MAXIMUM
--------------------- ---------- ----------- ----------
With ROP Death Benefit 0-49 [*] [*]
50-59 [*] [*]
60-69 [*] [*]
70-80 [*] [*]
With Annual Ratchet Death Benefit 0-49 [*] [*]
50-59 [*] [*]
60-69 [*] [*]
70-79 [*] [*]
80-85 [*] [*]
* The current premium rate shall be in effect for a minimum of twenty (20)
years from the EFFECTIVE DATE of this Reinsurance Agreement. Thereafter, it
may be increased based on expected experience but not beyond the stated
guaranteed maximum rates shown.
Manufacturers Life of N.A., Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 1, Effective January 28, 2002
AMENDMENT NO. 2
To the Reinsurance Agreement
Between
The Manufacturers Life Insurance Company of North America
And
AXA Corporate Solutions Life Reinsurance Company
(Agreement No. 2001-47)
WHEREAS, The Manufacturers Life Insurance Company of North America merged with
its affiliate. The Manufacturers Life Insurance Company (U.S.A.) ("Manulife
USA").
NOW THEREFORE, in consideration of the mutual agreements, promises and covenants
provided herein, the parties agree as follows:
Except as hereinafter specified, all terms and conditions of the Reinsurance
Agreement effective the 1st day of July, 2001. amendments and addenda attached
thereto, shall apply, and this Amendment is to be attached to and made a part of
the aforesaid Agreement.
All references to "The Manufacturers Life Insurance Company of the North
America" or "the Ceding Company" shall be changed to or shall refer to Manulife
USA.
This Amendment shall be effective January 1, 2002.
Reinsurance in force hereunder will continue to be governed by the terms and
conditions of the Agreement until the termination or expiry of each reinsurance
cession.
IN WITNESS WHEREOF, The Manufacturers Life Insurance Company of North America
and AXA have caused their names to be subscribed and duly attested hereunder by
their respective Authorized Officers.
The Manufacturers Life Insurance Company of North America
By: illegible Attest: illegible
--------------------------------- --------------------------------
Title: illegible Title: illegible
Date: illegible Date: illegible
The Manufacturers Life Insurance AXA
Company of North America
Amendment prepared: April 9, 2002
AXA Corporate Solutions Life Reinsurance Company
By: illegible Attest: illegible
--------------------------------- --------------------------------
Title: President & illegible Title: Assistant VP
Date: 03 Mar 2002 Date: 03 May 2002
The Manufacturers Life Insurance AXA
Company of North America
Amendment prepared: April 9, 2002
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
1. Effective as of inception of this Agreement, July 1, 2001, the 70-79
and 80-85 issue age premium bands are hereby revised to represent the
same issue age parameters in place for the policy benefits. Thus, the
70-79 issue age premium band shall be revised to 70-80, and the 80-85
issue age premium band shall be revised 81-85. Further, the 81-85
issue age premium band under the Venture III GEM (EEB) section has
been moved from the Annual Ratchet heading to the ROP heading which is
the correct applicable benefit for the 81-85 issue age band.
2. Effective as of May 13, 2002, this Amendment hereby adds Venture
Class B shares and Venture III Class B shares as covered products
under the terms of this Agreement. Class A shares currently reinsured
hereunder, will generally no longer be available for new business,
although occasional sales may still occur. GMDB reinsurance premiums
effective as of the date of this amendment shall apply to both Class A
and Class B contracts sold on or after May 13, 2002.
Note: There is no change in GMDB reinsurance premiums for the Annual
Ratchet benefit. EEB reinsurance premiums are unaffected.
3. Class B GMDB reinsurance premiums pertaining to the Vision product,
added effective January 28, 2002, as documented in Amendment 1 to this
Agreement, shall apply to both Class A and Class B Vision contracts
sold on or after January 28, 2002.
To effect the above-described changes EXHIBIT II, REINSURANCE PREMIUMS, is
hereby replaced by the attached revised Exhibit II.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the reinsurance Agreement together with all Amendments
and supplements thereto.
Manufacturers Life (U.S.A.) Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 3
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxx Xxxxxx Date: June 5, 2002
---------------------------------
Xxxxx Xxxxxx, Vice President and
CFO
Attest: /s/ Xxxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxx, Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 28 May 2002
---------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxx, Assistant Vice
President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Manufacturers Life (U.S.A.) Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 3
EXHIBIT II
REINSURANCE PREMIUMS
FOR CONTRACTS WITH CUMULATIVE DEPOSITS [*]:
REINSURANCE PREMIUMS GUARANTEED
VENTURE GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
------------ ---------- ----------- -------- ----------
Annual Ratchet 0-49 [*] [*] [*]
(Effective July 1, 2001 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
Return of Premium
(Effective July 1, 2001 through 81-85 [*] [*] [*]
May 12, 2002)
Return of Premium
(Effective May 13, 2002 and 81-85 [*] [*] [*]
thereafter)
REINSURANCE PREMIUMS GUARANTEED
VENTURE GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
------------ ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
(Effective July 1, 2001 through 50-69 [*] [*] [*]
January 27, 2002) 60-59 [*] [*] [*]
70-80 [*] [*] [*]
5% Rollup 0-49 [*] [*] [*]
(Effective January 28, 2002 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
---------------- ---------- ----------- -------- ----------
Return of Premium 0-49 [*] [*] [*]
(Effective July 1, 2001 through 50-59 [*] [*] [*]
May 12, 2002) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
81-85 [*] [*] [*]
Annual Ratchet 0-49 [*] [*] [*]
(Effective July 1, 2001 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
Continued on next page....
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 3
EXHIBIT II, REINSURANCE PREMIUMS
(CONTINUED)
FOR CONTRACT WITH CUMULATIVE Deposits [*]:
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
---------------- ---------- ----------- -------- ----------
Return of Premium 0-49 [*] [*] [*]
(Effective May 13,2002 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
81-85 [*] [*] [*]
* The current maximum premium rate shall be in effect for a minimum of twenty
(20) years from the EFFECTIVE DATE of this Reinsurance Agreement.
Thereafter, it may be increased based on expected experience but not beyond
the stated guaranteed maximum rates shown.
Continued on next page....
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 3
EXHIBIT II, REINSURANCE PREMIUMS
(CONTINUED)
FOR CONTRACT WITH CUMULATIVE DEPOSITS [*]:
REINSURANCE PREMIUMS GUARANTEED
VENTURE GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
------------ ---------- ----------- -------- ----------
Annual Ratchet 0-49 [*] [*] [*]
(Effective July 1, 2001 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
Return of Premium
(Effective July 1, 2001 through 81-85 [*] [*] [*]
May 12, 2002)
Return of Premium
(Effective May 13, 2002 and 81-85 [*] [*] [*]
thereafter)
REINSURANCE PREMIUMS GUARANTEED
VISION GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
----------- ---------- ----------- -------- ----------
5% Rollup 0-49 [*] [*] [*]
(Effective July 1, 2001 through 50-59 [*] [*] [*]
January 27, 2002) 60-59 [*] [*] [*]
70-80 [*] [*] [*]
5% Rollup 0-49 [*] [*] [*]
(Effective January 28, 2002 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
---------------- ---------- ----------- -------- ----------
Return of Premium 0-49 [*] [*] [*]
(Effective July 1, 2001 through 50-59 [*] [*] [*]
May 12, 2002) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
81-85 [*] [*] [*]
Annual Ratchet 0-49 [*] [*] [*]
(Effective July 1, 2001 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
Continued on next page....
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 3
EXHIBIT II, REINSURANCE PREMIUMS
(CONTINUED)
FOR CONTRACT WITH CUMULATIVE Deposit [*]
REINSURANCE PREMIUMS GUARANTEED
VENTURE III GMDB ISSUE AGES MINIMUM MAXIMUM* MAXIMUM
---------------- ---------- ----------- -------- ----------
Return of Premium 0-49 [*] [*] [*]
(Effective May 13,2002 and 50-59 [*] [*] [*]
thereafter) 60-69 [*] [*] [*]
70-80 [*] [*] [*]
81-85 [*] [*] [*]
* The current maximum premium rate shall be in effect for a minimum of twenty
(20) years form the EFFECTIVE DATE of this Reinsurance Agreement.
Thereafter, it may be increased based on expected experience but not beyond
the stated guaranteed maximum rates shown.
Continued on next page....
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 3
EXHIBIT II, REINSURANCE PREMIUMS
(Continued)
EEB Premiums regardless of contract size:
REINSURANCE GUARANTEED
VENTURE GEM (EEB) ISSUE AGES PREMIUMS* MAXIMUM
----------------- ---------- ----------- ----------
0-49 [*] [*]
50-59 [*] [*]
60-69 [*] [*]
70-80 [*] [*]
81-85 [*] [*]
REINSURANCE GUARANTEED
VENTURE III GEM (EEB) ISSUE AGES PREMIUMS* MAXIMUM
------------------- ---------- ----------- ----------
0-49 [*] [*]
With ROP Death Benefit 50-59 [*] [*]
60-69 [*] [*]
70-80 [*] [*]
81-85 [*] [*]
With Annual Ratchet Death Benefit 0-49 [*] [*]
50-59 [*] [*]
60-69 [*] [*]
70-80 [*] [*]
* The current premium rate shall be in effect for a minimum of twenty (20)
years from the EFFECTIVE DATE of this Reinsurance Agreement. Thereafter, it
may be increased based on expected experience but not beyond the stated
guaranteed maximum rates shown.
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 3
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective July 1, 2002, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE A, PLANS OF REINSURANCE, is hereby replaced by the attached
Schedule A to document, under Paragraph A, the revised Reinsurer's Quota
Share Percentage.
This Amendment does not alter, amend or modify the Reinsurance Agreement
other than as set forth in this Amendment, and it is subject otherwise to
all the terms and conditions of the Reinsurance Agreement together with all
Amendments and supplements thereto.
THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.)
By: /s/ Xxxxx X. Xxxxxx Date: 8/15/02
---------------------------------
Xxxxx X. Xxxxxx, Vice President
and CFO
Attest: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx x. Xxxxx, Vice
President
AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 12 August 2002
---------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx, Senior Vice
President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 4, Effective July 1, 2002
SCHEDULE A
PLANS OF REINSURANCE
A. REINSURER's Quota Share Percentage:
[*] for policies issued July 1, 2001 through June 30, 2002
[*] for policies issued July 1, 2002 through June 30, 2003
B. Issue Dates:
New Policies issued on or after July 1, 2001
Contractholders may, at their sole discretion, elect, revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
60-day window) of the contract issue date. The election or termination of
any optional rider within the 60- day window will be retroactive to date of
issue, and will be covered under this Agreement. All reinsurance premiums
and claims will be trued up accordingly. The CEDING COMPANY will identify
the policies covered under the 60-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. (Note: A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-look
period. There will be no limit for contracts that are still within their
statutory free-look period.
C. GMDB (Contractual Death Benefit) Reinsured:
Venture Basic Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced for
withdrawals on a dollar-for-dollar basis.
Venture Basic Benefit for issue ages 81-85
Return of Net Considerations; reduced for withdrawals on a
dollar-for-dollar basis.
Vision Basic Benefit for issue ages 0-80
Rollup to attained age 81 subject to 200% of net considerations; return of
net considerations thereafter and reduced for withdrawals on a
dollar-for-dollar basis.
Venture III Basic Benefit for issue ages 0-85
Return of Net Considerations; reduced proportionately for withdrawals.
Venture III Optional Enhanced Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced
proportionately for withdrawals.
Continued....
Manufacturers Life (U S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 4. Effective July 1, 2002
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
D. EEB (Contractual Death Benefit) Reinsured:
Venture and Venture III GEM rider for issue ages 0-69
40% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Venture and Venture III GEM rider for issue ages 70-85
25% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Note:
- Partial withdrawals will reduce the GEM death benefit on a
proportional basis.
- Excluding the initial deposit, additional deposits made in the six (6)
months prior to death will not be included in determining the cap on
the total purchase payment not withdrawn.
E. Spousal Continuances
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case,
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit, the Anniversary Values for all prior
Contract Anniversaries will be set to zero as of the date of the first
owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance:
a. this Agreement is open for new business as defined in Article XX,
Paragraph A, and
b. the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement.
Continued....
Manufacturers Life (U S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 4. Effective July 1, 2002
SCHEDULE A. PLANS OF REINSURANCE
(Continued)
F. Related Contracts:
Venture, Vision and Venture III Variable Annuity policy forms and
associated rider forms specified below
Policy Forms
VENTURE.001; VENTURE.001.94; VENTURE.001.98
VENTURE.003; VENTURE.003.98
VENTURE.004
VENTURE.005; VENTURE.005.98
VISION.001; VISION.001.94; VISION.001.98; VISION.002; VISION.002.98
VENTURE.100 (Consisting of: VENTURE.100.S01V00, VENTURE.100P01V00,
VENTURE.100P02V00, VENTURE.100P03V00, VENTURE.100P04V00,
VENTURE.100P05V00, VENTURE.100P06V00, VENTURE.100P07V00,
VENTURE.100P08V001, VENTURE.100P09V00, VENTURE.100P10V00,
VENTURE.100P11V001, VENTURE.100P12V00, VENTURE.100.T01V00
GEM Rider Form
BR009.00; BR009.00G
Annual Step Rider Form
BR002.99; BR010.00; BR010.00G
Manufacturers Life (U.S.A.) Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 4. Effective July 1, 2002
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURES LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE A. PLANS OF REINSURANCE, is hereby replaced by the attached
revised Schedule A, effective October 7, 2002, to add as covered products
under Paragraph F, Related Contracts, the Wealthmark and Wealthmark ML3
version of Venture and Venture III distributed through Xxxxxxx; and
SCHEDULE B. INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B
1. to add the funds offered under the Wealthmark and Wealthmark ML3
products and
2. to document revisions to the fund offerings as of the dates
shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURES LIFE INSURANCE
COMPANY (U.S.A.)
By: /s/ Xxxxx X. Xxxxxx Date: 12/20/02
---------------------------------
Xxxxx X. Xxxxxx, Vice President
and CFO
Attest: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx, Vice
President
AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 12/18/02
---------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, Vice President
Attest: /s/ Xxxxx Cornerly
-----------------------------
Xxxxx Cornerly, Assistant
Vice President
Manufacturers Life (U S.A.) Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 5
SCHEDULE A
PLANS OF REINSURANCE
A. REINSURER'S QUOTA SHARE PERCENTAGE:
[*]
B. ISSUE DATES:
New Policies issued on or after July 1, 2001
Contractholders may, at their sale discretion, elect, revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
60-day window) of the contract issue date. The election or termination of
any optional rider within the 60-day window will be retroactive to date of
issue, and will be covered under this Agreement. All reinsurance premiums
and claims will be trued up accordingly. The CEDING COMPANY will identify
the policies covered under the 60-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. (Note: A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-look
period. There will be no limit for contracts that are still within their
statutory free-look period.
C. GMDB (CONTRACTUAL DEATH BENEFIT) REINSURED:
Venture Basic Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced for
withdrawals on a dollar-for-dollar basis.
Venture Basic Benefit for issue ages 81-85
Return of Net Considerations; reduced for withdrawals on a
dollar-for-dollar basis.
Vision Basic Benefit for issue ages 0-80
Rollup to attained age 81 subject to 200% of net considerations; return of
net considerations thereafter and reduced for withdrawals on a
dollar-for-dollar basis.
Venture III Basic Benefit for issue ages 0-85
Return of Net Considerations; reduced proportionately for withdrawals.
Venture III Optional Enhanced Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced
proportionately for withdrawals.
CONTINUED....
Manufacturers Life (U S.A.) Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 5
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
D. EEB (Contractual Death Benefit) Reinsured:
Venture and Venture III GEM rider for issue ages 0-69
40% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Venture and Venture III GEM rider for issue ages 70-85
25% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
1. Note:
- Partial withdrawals will reduce the GEM death benefit on a
proportional basis.
- Excluding the initial deposit, additional deposits made in the six (6)
months prior to death will not be included in determining the cap on
the total purchase payment not withdrawn.
E. Spousal Continuances
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case,
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit, the Anniversary Values for all prior
Contract Anniversaries will be set to zero as of the date of the first
owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance:
a. this Agreement is open for new business as defined in Article XX,
Paragraph A, and
b. the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement.
Continued....
Manufacturers Life (U.S.A.) Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 5
SCHEDULE A. PLANS OF REINSURANCE
(Continued)
F. Related Contracts:
Venture, Vision and Venture III Variable Annuity policy forms and
associated rider forms specified below
Wealthmark and Wealthmark ML3 versions of Venture and Venture III
distributed through Xxxxxxx ladded October 7, 2002)
Policy Forms
VENTURE.001; VENTURE.001.94; VENTURE.001.98
VENTURE.003; VENTURE.003.98
VENTURE.004
VENTURE.005; VENTURE.005.98
VISION.001; VISION.001.94; VISION.001.98; VISION.002; VISION.002.98
VENTURE.100 (Consisting of: VENTURE.100.S01V00, VENTURE.100P01V00,
VENTURE.100P02V00, VENTURE.100P03V00, VENTURE.100P04V00,
VENTURE.100P05V00, VENTURE.100P06V00, VENTURE.100P07V00,
VENTURE.100P08V001, VENTURE.100P09V00, VENTURE.100P10V00,
VENTURE.100P11V001, VENTURE.100P12V00, VENTURE.100.T01V00
GEM Rider Form
BR009.00; BR009.00G
Annual Step Rider Form
BR002.99; BR010.00; BR010.00G
Manufacturers Life (U S.A.) Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 5
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS (VENTURE, VISION, & VENTURE III)
AIM
All Cap Growth Trust
Aggressive Growth Trust
CGTC
Diversified Bond Trust
Income & Value Trust
US Large Cap Value Trust
Small Company Blend Trust
Xxxxx & Steers (replaced by XxXX as of November 25, 2002)
Real Estate Securities (see XxXX)
Xxxxx Selected
Financial Services
Fundamental Value
Dreyfus
All Cap Value Trust
Fidelity
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Founders
International Small Cap Trust
Franklin
Emerging Small Company Trust
Invesco
Telecommunications Trust
Mid Cap Growth Trust
Janus (replaced by XxXX as of November 25, 2002)
Dynamic Growth Trust (see XxXX)
Xxxxxxxx
Capital Appreciation Trust
Lord Xxxxxx
Mid Cap Value Trust
Manufacturers Advisor Corporation
Pacific Rim Emerging Markets Trust
Money Market Trust
Quantitative Equity Trust
Balanced Trust
Quantitative Mid Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
International Index Trust
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
Xxxxxxx Xxxxx
XX Basic Value Focus Trust
ML Special Value Focus Trust
ML Developing Capital Markets Trust
MFS
Strategic Growth Trust
Capital Opportunities Trust
Utilities Trust
Xxxxxx Xxxxx. Xxxx.
Value Trust
High Yield Trust
Xxxxxxx
Tactical Allocation Trust
Munder
Internet Technologies
PIMCO
Global Bond Trust
Total Return Trust
Xxxxxx
Global Equity
Mid Cap Opportunities
Xxxx Price -- Flem. (replaced by XxXX as of November 25, 2002)
International Stock Trust (see XxXX)
Salomon
US Government Securities Trust
Strategic Bond Trust
SGAM
Principal Protection Trust A (added October 21, 2002
SSgA (replaced by XxXX as of
November 25, 2002)
Growth Trust (name changed to
All Cap Core Trust - see XxXX)
X. Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxxx
International Value Trust
Wellington
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Fixed Funds
One Year
DCA Twelve Month
DCA Six Month
CONTINUED....
Manufacturers Life (U S.A.) Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 5
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS (WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III)
ADDED OCTOBER 7, 0000
Xxxxx American Fund (Class S Shares)
Balanced Portfolio
Leveraged All Cap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Dreyfus Investment Portfolio (Service Class
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
INVESCO Variable Investment Funds, Inc.
Utilities Fund Portfolio
Xxxxxxx Variable Series I (Class B Shares)
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Xxxxxxx Variable Series II (Class B Shares)
Aggressive Growth Portfolio
Blue Chip Portfolio
Contrarian Value Portfolio
Global Blue Chip Portfolio
Government Securities Portfolio
Growth Portfolio
High Income Portfolio
International Select Equity Portfolio
Investment Grade Bond Portfolio
Money Market Portfolio
Small Cap Growth Portfolio
Technology Growth Portfolio
Total Return Portfolio
Xxxxx Venture Value Portfolio
Dreman Financial Services Portfolio
Dreman High Return Equity Portfolio
Dreman Small Cap Value Portfolio
Eagle Focused Large Cap Growth Portfolio
Focus Value + Growth Portfolio
Index 500 Portfolio
INVESCO Dynamic Growth Portfolio
Janus Growth and Income Portfolio
Janus Growth Opportunities Portfolio
MFS Strategic Value Portfolio
Oak Strategic Equity Portfolio
Xxxxxx XxxXxx Growth Portfolio
Fixed Funds
One Year
DCA Twelve Month
DCA Six Month
Manufacturers Life (U S.A.) Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 5
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective January 1, 2003, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE A, PLANS OF REINSURANCE, is hereby replaced by the attached
revised Schedule A, to document, in Paragraph C, a change in the withdrawal
methodology for new contracts issued on or after the effective date of this
Amendment.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.)
By: /s/ Xxxxx X. Xxxxxx Date: 2/25/03
---------------------------------
Xxxxx X. Xxxxxx, Vice President
and CFO
Attest: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx, Vice
President
AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 20 February 2003
---------------------------------
Xxxxxxx X. Xxxxxxxx, Senior Vice
President
By: /s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 6, Effective January 1, 2003
Schedule A
Plans of Reinsurance
A. REINSURER's Quota Share Percentage:
[*]
B. Issue Dates:
New Policies issued on or after July 1, 2001
Contractholders may, at their sole discretion, elect, revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
60-day window) of the contract issue date. The election or termination of
any optional rider within the 60-day window will be retroactive to date of
issue, and will be covered under this Agreement. All reinsurance premiums
and claims will be trued up accordingly. The CEDING COMPANY will identify
the policies covered under the 60-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. (Note: A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-look
period. There will be no limit for contracts that are still within their
statutory free-look period.
C. GMDB (Contractual Death Benefit) Reinsured:
Venture Basic Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced for
withdrawals on a dollar-for-dollar basis. (See Note below.)
Venture Basic Benefit for issue ages 81-85
Return of Net Considerations; reduced for withdrawals on a
dollar-for-dollar basis. (See Note below.)
Vision Basic Benefit for issue ages 0-80
Rollup to attained age 81 subject to 200% of net considerations; return of
net considerations thereafter and reduced for withdrawals on a
dollar-for-dollar basis. (See Note below.)
Venture III Basic Benefit for issue ages 0-85
Return of Net Considerations; reduced proportionately for withdrawals.
Venture III Optional Enhanced Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced
proportionately for withdrawals.
Note: Effective only new contracts issued on or after January 1, 2003. the
GMDB (Contractual Death Benefit) will be reduced proportionately for
withdrawals.
Continued....
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 6, Effective January 1, 2003
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
D. EEB (Contractual Death Benefit) Reinsured:
Venture and Venture III GEM rider for issue ages 0-69
40% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Venture and Venture III GEM rider for issue ages 70-85
25% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
1 Note:
- Partial withdrawals will reduce the GEM death benefit on a
proportional basis.
- Excluding the initial deposit, additional deposits made in the six (6)
months prior to death will not be included in determining the cap on
the total purchase payment not withdrawn.
E. Spousal Continuances
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case,
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit, the Anniversary Values for all prior
Contract Anniversaries will be set to zero as of the date of the first
owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance:
a. this Agreement is open for new business as defined in Article XX,
Paragraph A, and
b. the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement.
Continued....
Manufacturers Life (U.S.A.) Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 6. Effective January 1, 2003
Schedule A. Plans of Reinsurance
(Continued)
F. Related Contracts:
Venture, Vision and Venture III Variable Annuity policy forms and
associated rider forms specified below
Wealthmark and Wealthmark ML3 versions of Venture and Venture III distributed
through Xxxxxxx (added October 7, 2002)
Policy Forms
VENTURE.001; VENTURE.001.94; VENTURE.001.98
VENTURE.003; VENTURE.003.98
VENTURE.004
VENTURE.005; VENTURE.005.98
VISION.001; VISION.001.94; VISION.001.98; VISION.002; VISION.002.98
VENTURE.100 (Consisting of: VENTURE.100.S01V00, VENTURE.100P01V00,
VENTURE.100P02V00, VENTURE.100P03V00, VENTURE.100P04V00,
VENTURE.100P05V00, VENTURE.100P06V00, VENTURE.100P07V00,
VENTURE.100P08V001, VENTURE.100P09V00, VENTURE.100P10V00,
VENTURE.100P11V001, VENTURE.100P12V00, VENTURE.100.T01V00
GEM Rider Form
BR009.00; BR009.00G
Annual Step Rider Form
BR002.99; BR010.00; BR010.00G
Manufacturers Life (U.S.A ) Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 6. Effective January 1, 2003
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
1. Schedule B, Investment Funds, is hereby replaced by the attached
revised Schedule B, to document revisions and additions to the fund
offerings as of the dates shown.
2. Effective May 1, 2003, the CEDING COMPANY has increased the fees
charged for the Annual Step-up Rider. The increase applies to new
business only. The REINSURER agrees to continue the reinsurance
hereunder, terms unchanged.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A)
By: /s/ Xxxxx X. Xxxxxx Date: 6/26/03
---------------------------------
Xxxxx X. Xxxxxx,
Vice President and CFO
Attest: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx,
Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 2 June 2003
---------------------------------
Xxxxxxx X. Xxxxxxxx,
Senior Vice President
By: /s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx,
Assistant Vice President
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB) Effective July 1, 2001
Amendment 7
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
American Funds
Growth Trust (added May 5, 2003)
International Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
Blue Chip Income & Growth Trust (added May 5, 2003)
AIM Capital Management, Inc.
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core (added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust
Income & Value Trust
US Large Cap Trust (name changed May 1, 2003; formerly US Large Cap Value)
Small Company Blend Trust
Xxxxx Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services Ltd, "XxXX" (added November 25,
2002)
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin Advisers, Inc.
Emerging Small Company Trust
Xxxxxxxx Associates LLC
Capital Appreciation Trust
Lord, Xxxxxx & Co. LLC
Mid Cap Value Trust
All Cap Value Trust (fund manager changed May 1, 2003 ; formerly managed by
Dreyfusl
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
Pacific Firm Emerging Markets Trust
Money Market Trust
Quantitative Equity Trust
Balanced Trust
Quantitative Mid Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
International Index Trust
Total Stock Market Index Trust
500 Index Trust
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB) Effective July 1, 2001
Amendment 7
Schedule B
Investment Funds
Variable Funds
Mid Cap Index Trust
Small Cap Index Trust
Quantitative All Cap (added May 5, 2003)
Emerging Growth (added May 5, 2003)
Xxxxxxx Xxxxx (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Special Value Focus Trust
ML Developing Capital Markets Trust
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust
Strategic Value (name changed May 1, 2003; formerly Capital Opportunities Trust)
Utilities Trust
Mercury Advisors
Large Cap Value Trust (added May 5, 2003)
Munder Capital Management
Small Cap Opportunities (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
Total Return Trust
Real Return Bond (added May 5, 2003)
Xxxxxx Investment Management, LLC
Global Equity Trust
Salomon Brothers Asset Management Inc. ("SaBAM")
US Government Securities Trust
Strategic Bond Trust
High Yield Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx
Xxxxx. Xxxx.)
Special Value (added May 5, 2003)
SGAM
Principal Protection Trust A (added October 21, 2002)
X. Xxxx Price
Equity-Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxxx Investment Counsel, LLC
International Value Trust
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
UBS Global Asset Management (name changed, formerly Xxxxxxx)
Global Allocation Trust (name changed May 1, 2003; formerly Tactical Allocation
Trust)
Xxx Xxxxxx Investments
Value Trust (fund managed changed May 1, 2003; formerly managed by Xxxxxx Xxxxx.
Sher.)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB) Effective July 1, 2001
Amendment 7
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Wellington Management Company, LLP
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources (added May 5, 2003)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
SECTION OF HISTORICAL CHANGES
Xxxxx & Steers (replaced by XxXX November 25, 2002)
Real Estate Securities (see XxXX)
INVESTCO
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See X. Xxxx Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See XxXX)
Xxxxx (replaced by XxXX November 25, 2002)
Dynamic Growth Trust (see XxXX)
Xxxx Price - Flem. (replaced by XxXX November 25, 2002)
International Stock Trust (see XxXX)
SsgA (replaced by XxXX November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see XxXX)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See X. Xxxx Price)
Mid Cap Opportunities managed by Xxxxxx (merged into Dynamic Growth Trust May 2,
2003 - See XxXX)
Continued...
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 7
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
Xxxxx American Fund (Class S Shares)
Balanced Portfolio
Leveraged AllCap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Dreyfus Investment Portfolio (Service Class)
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
INVESCO Variable Investment Funds, Inc.
Utilities Fund Portfolio
Xxxxxxx Variable Series I (Class B Shares)
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Xxxxxxx Real Estate Securities Portfolio (Class B Shares) (added May 5, 2003)
XXXXXXX VARIABLE SERIES II (CLASS B SHARES)
Aggressive Growth Portfolio
Blue Chip Portfolio
Contrarian Value Portfolio
Global Blue Chip Portfolio
Government Securities Portfolio
Growth Portfolio
High Income Portfolio
International Select Equity Portfolio
Fixed Income (name changed May 1, 2003; formerly Investment Grade Bond
Portfolio)
Money Market Portfolio
Small Cap Growth Portfolio
Strategic Income (added May 5, 2003)
Technology Growth Portfolio
Total Return Portfolio
Xxxxx Venture Value Portfolio
Dreman Financial Services Portfolio
Dreman High Return Equity Portfolio
Dreman Small Cap Value Portfolio
Eagle Focused Large Cap Growth Portfolio
Focus Value + Growth Portfolio
Index 500 Portfolio
INVESCO Dynamic Growth Portfolio
Janus Growth and Income Portfolio
Janus Growth Opportunities Portfolio
MFS Strategic Value Portfolio
Oak Strategic Equity Portfolio
Xxxxxx XxxXxx Growth Portfolio
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 7
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 7
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective August 4, 2003 this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE B, INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B, to document revisions and additions to the fund offerings as of
the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxx X. Xxxxxx Date: 9/15/03
---------------------------------
Xxxxx X. Xxxxxx,
Vice President and CFO
Attest: /s/ Xxxxxx X. Xxxxx 9/15/03
-----------------------------
Xxxxxx X. Xxxxx,
Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 2 August 2003
---------------------------------
Xxxxxxx X. Xxxxxxxx,
Senior Vice President
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx,
Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx,
Assistant Vice President
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 8 Effective August 4, 2003
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
American Funds
Growth Trust (added May 5, 2003)
International Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
Blue Chip Income & Growth Trust (added May 5, 2003)
AIM Capital Management, Inc.
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core(added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust
Income & Value Trust
US Large Cap Trust (name changed May 1, 2003; formerly US Large Cap Value)
Small Company Blend Trust
Xxxxx Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services Ltd. "XxXX"
(added November 25, 2002)
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin Advisers, Inc.
Emerging Small Company Trust
Great Companies
America Trust - Series II (added August 4, 2003)
Xxxxxxxx Associates LLC
Capital Appreciation Trust
Lord, Xxxxxx & Co. LLC
Mid Cap Value Trust
All Cap Value Trust (fund manager changed May 1, 2003; formerly managed
by Dreyfus)
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
Pacific Firm Emerging Markets Trust
Money Market Trust
Quantitative Equity Trust
Balanced Trust
Quantitative Mid Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
MANUFACTURERS LIFE (U.S.A.), AGREEMENT NO. 2001-47 (GMDB), EFFECTIVE JULY 1,
2001 AMENDMENT 7
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
International Index Trust
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
Quantitative All Cap (added May 5, 2003)
Emerging Growth(added May 5, 2003)
Xxxxxxx Xxxxx (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Special Value Focus Trust
ML Developing Capital Markets Trust
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust
Strategic Value (name changed May 1, 2003; formerly Capital Opportunities Trust)
Utilities Trust
Mercury Advisors
Large Cap Value Trust (added May 5, 2003)
Munder Capital Management
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
Total Return Trust
Real Return Bond (added May 5, 2003)
Xxxxxx Investment Management, LLC
Global Equity Trust
Salomon Brothers Asset Management Inc. ("SaBAM")
US Government Securities Trust
Strategic Bond Trust
High Yield Trust (fund manager changed May 1, 2003; formerly managed
by Xxxxxx Xxxxx. Xxxx.)
Special Value (added May 5, 2003)
SGAM
Principal Protection Trust A (added October 21, 2002)
X. Xxxx Price
Equity-Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxxx Investment Counsel, LLC
International Value Trust
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
UBS Global Asset Management (name changed, formerly Xxxxxxx
Global Allocation Trust (name changed May 1, 2003; formerly Tactical
Allocation Trust)
MANUFACTURERS LIFE (U.S.A.), AGREEMENT NO. 2001-47 (GMDB), EFFECTIVE JULY 1,
2001 AMENDMENT 8 Effective August 4, 2003
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Xxx Xxxxxx Investments
Value Trust (fund manager changed May 1, 2003; formerly managed
by Xxxxxx Xxxxx Sher.)
Wellington Management Company, LLP
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
SECTION OF HISTORICAL CHANGES
Xxxxx & Steers (replaced by XxXX November 25, 2002)
Real Estate Securities (see XxXX)
Inestco
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See X. Xxxx Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See XxXX)
Xxxxx (replaced by XxXX November 25, 2002
Dynamic Growth Trust (see XxXX)
Xxxx Price - Flem, (replaced by XxXX November 25, 2002)
International Stock Trust (see XxXX)
SsgA (replaced by XxXX November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see XxXX)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See X. Xxxx Price)
Mid Cap Opportunities managed by Xxxxxx (merged into Dynamic Growth Trust May 2,
2003 - See XxXX) Continued
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 8, Effective August 4, 2003
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
Xxxxx American Fund (Class S Shares)
Balanced Portfolio
Leveraged AllCap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Dreyfus Investment Portfolio (Service Class)
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
INVESCO Variable Investment Funds, Inc.
Utilities Fund Portfolio
Xxxxxxx Variable Series I (Class B Shares)
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Science Portfolio
International Portfolio
XXXXXXX REAL ESTATE SECURITIES PORTFOLIO (CLASS B SHARES) (added MAY 5, 2003)
Xxxxxxx Variable Series II (Class B Shares)
Aggressive Growth Portfolio
Blue Chip Portfolio
Contrarian Value Portfolio
Global Blue Chip Portfolio
Government Securities Portfolio
Growth Portfolio
High Income Portfolio
International Select Equity Portfolio
Fixed Income (name changed May 1, 2003; formerly Investment Grade Bond
Portfolio)
Money Market Portfolio
Small Cap Growth Portfolio
Strategic Income (added May 5, 2003)
Technology Growth Portfolio
Total Return Portfolio
Xxxxx Venture Value Portfolio
Dreman Financial Services Portfolio
Dreman High Return Equity Portfolio
Dreman Small Cap Value Portfolio
Eagle Focused Large Cap Growth Portfolio
Focus Value + Growth Portfolio
Index 500 Portfolio
INVESCO Dynamic Growth Portfolio
Janus Growth and Income Portfolio
Janus Growth Opportunities Portfolio
MFS Strategic Value Portfolio
Oak Strategic Equity Portfolio
Xxxxxx XxxXxx Growth Portfolio
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 8, Effective August 4, 2003
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (Gmdb), Effective July 1,
2001 Amendment 8, Effective August 4, 2003
AMENDMENT XX. 0 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 0000-00, DATED JULY 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE B. INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B to document revisions and additions to the fund offerings as of
the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxx X. Xxxxxx Date: 06/07/2004
---------------------------------
Xxxxx X. Xxxxxx, Vice President
and CFO
Attest: /s/ Xxxxxx X. Xxxxx 6/7/04
-----------------------------
Xxxxxx X. Xxxxx, Vice
President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 13 May 2004
---------------------------------
Xxxxxxx X. Xxxxxxxx, Senior Vice
President
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, Assistant Vice
President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, Assistant
Vice President
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 9
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
American Century Investment Management, Inc.
Small Company Trust (added May 3, 2004)
American Funds
Growth Trust (added May 5, 2003)
International Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
Blue Chip Income & Growth Trust (added May 5, 2003)
AIM Capital Management, Inc.
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core Trust (added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust
Income & Value Trust
US Large Cap Trust (name changed May 1, 2003; formerly US Large Cap Value)
Small Company Blend Trust
Xxxxx Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services Ltd., "XxXX" (added November 25,
2002)
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin Advisers, Inc.
Emerging Small Company Trust
Great Companies
America Trust - Series II (closed to new money and transfer May 3, 2004; (added
August 4, 2003)
Xxxxxxxx Associates LLC
Capital Appreciation Trust
Xxxx Xxxxxxx Advisors, LLC
Strategic Income Trust (added May 3, 2004)
Xxxx Xxxxx Funds Management, Inc.
Core Equity Trust (added May 3, 2004)
Lord, Xxxxxx & Co. LLC
Mid Cap Value Trust
All Cap Value Trust (fund manager changed May 1, 2003; formerly managed by
Dreyfus)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 9
Page 1 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
Pacific Rim Trust (name changed May 3, 2004; formerly Pacific Rim Emerging
Markets Trust)
Money Market Trust
Quantitative Mid Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
International Index Trust (closed to new money and transfers May 3, 2004)
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
Quantitative All Cap Trust (added May 5, 2003)
Quantitative Value Trust (added May 3, 2009)
Emerging Growth Trust (added May 5, 2003)
Xxxxxxx Xxxxx (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Special Value Focus Trust
ML Developing Capital Market Trust
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust
Strategic Value Trust (name changed May 1, 2003; formerly Capital Opportunities
Trust)
Utilities Trust
Mercury Advisors
Large Cap Value Trust (added May 5, 2003)
Munder Capital Management
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
PIMCO VIT All Asset Portfolio (added May 3, 2004)
Total Return Trust
Real Return Bond Trust (added May 5, 2003)
Pzena Investment Management, LLC
Classic Value Trust (added May 3, 2004)
Salomon Brothers Asset Management Inc. ("SaBAM")
US Government Securities Trust
Strategic Bond Trust
High Yield Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx
Xxxxx. Xxxx.)
Special Value Trust (added May 5, 2003)
SGAM
Principal Protection Trust A (added October 21, 2002)
State Street Global Advisers ("SSga")
Xxxx Xxxxxxx VST International Index (added May 3, 2004)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 9
Page 2 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Sustainable Growth Advisors, LP
U.S. Global Leaders Growth Trust (added May 3, 2004)
X. Xxxx Price
Equity-Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxxx Global Advisors Limited
Global Trust (name changed May 3, 2004; formerly Global Equity; fund manager
changed December 9, 2003; formerly managed by Xxxxxx Investment Management)
Xxxxxxxxx Investment Counsel, LLC
International Value Trust
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
UBS Global Asset Management (name changed, formerly Xxxxxxx)
Global Allocation Trust (name changed May 1, 2003; formerly Tactical Allocation
Trust)
Xxx Xxxxxx Investments
Value Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx Xxxxx.
Sher.)
Wellington Management Company, LLP
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Venture contracts with a 7 year CDSC (since
inception of the Agreement)
Three Year
Five Year
Seven Year
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 9
Page 3 of 6
SCHEDULE B
INVESTMENTS FUNDS
SECTION OF HISTORICAL CHANGES
Xxxxx & Steers (replaced by XxXX November 25, 2002)
Real Estate Securities (see XxXX)
Investco
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See X. Xxxx Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See XxXX)
Xxxxx (replaced by XxXX November 25, 2002)
Dynamic Growth Trust (see XxXX)
MFC Global Investment Management
Balanced Trust (merged into Income & Value (Capital Guardian) May 3, 2004)
Quantitative Equity Trust (merged into US Large Cap (Capital Guardian) May 3,
2004)
Xxxx Price - Flem. (replaced by XxXX November 25, 2002)
International Stock Trust (see XxXX)
SsgA (replaced by XxXX November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see XxXX)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See X. Xxxx Price)
Mid Cap Opportunities managed by Xxxxxx (merged into Dynamic Growth Trust May 2,
2003 - See XxXX)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 9
Page 4 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
Xxxxx American Fund (Class S Shares)
Balanced Portfolio
Leveraged AllCap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Dreyfus Investment Portfolio (Service Class
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
INVESCO Variable Investment Funds, Inc.
Utilities Fund Portfolio
Xxxxxxx Variable Series I (Class B Shares)
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Science Portfolio
International Portfolio
Xxxxxxx Real Estate Securities Portfolio (Class B Shares) (added May 5, 2003)
Xxxxxxx Variable Series II (Class B Shares)
Aggressive Growth Portfolio
Blue Chip Portfolio
Large Cap Value (name changed May 1, 2004; formerly Contrarian Value Portfolio)
Global Blue Chip Portfolio
Government & Agency Securities Portfolio (name changed May 1, 2004; formerly
Government Securities Portfolio)
Growth Portfolio
High Income Portfolio
International Select Equity Portfolio
Fixed Income (name changed May 1, 2003; formerly Investment Grade Bond
Portfolio)
Money Market Portfolio
Small Cap Growth Portfolio
Strategic Income (added May 5, 2003)
Technology Growth Portfolio
Total Return Portfolio
Xxxxx Venture Value Portfolio
Dreman Financial Services Portfolio
Dreman High Return Equity Portfolio
Dreman Small Cap Value Portfolio
Eagle Focused Large Cap Growth Portfolio
Focus Value + Growth Portfolio
Index 500 Portfolio
INVESCO Dynamic Growth Portfolio
Janus Growth and Income Portfolio
Janus Growth Opportunities Portfolio
MFS Strategic Value Portfolio
Oak Strategic Equity Portfolio
Xxxxxx XxxXxx Growth Portfolio
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 9
Page 5 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Wealthmark contracts with a 7 year CDSC
(since October 7, 2002)
Three Year
Five year
Seven Year
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001
Amendment 9
Page 6 of 6
AMENDMENT Xx. 00 XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX Xx. 0000-00, DATED July 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective August 1, 2004, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
Schedule B, Investment Funds, is hereby replaced by the attached revised
Schedule B, to document additions to the Wealthmark fund offerings.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxx X. Xxxxxx Date: Oct 21, 2004
---------------------------------
Xxxxx X. Xxxxxx, Vice President and
CFO
Attest: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx, Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 24 September 2004
---------------------------------
Xxxxxxx X. Xxxxxxxx, Senior Vice
President
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, Assistant Vice
President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 10
Schedule B
Investment Funds
VARIABLE FUNDS
American Century Investment Management, Inc.
Small Company Trust (added May 3, 2004)
American Funds
Growth Trust (added May 5, 2003)
International Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
Blue Chip Income & Growth Trust (added May 5, 2003)
AIM Capital Management, Inc.
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core Trust(added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust
Income & Value Trust
US Large Cap Trust (name changed May 1, 2003; formerly US
Large Cap Value)
Small Company Blend Trust
Xxxxx Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services Ltd., "XxXX" (added November 25,
2002)
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin Advisers, Inc.
Emerging Small Company Trust
Great Companies
America Trust - Series II (closed to new money and transfers May 3, 2004: added
August 4, 2003)
Xxxxxxxx Associates LLC
Capital Appreciation Trust
Xxxx Xxxxxxx Advisors, LLC
Strategic Income Trust (added May 3, 2004)
Xxxx Xxxxx Funds Management, Inc.
Core Equity Trust (added May 3, 2004)
Lord, Xxxxxx & Co. LLC
Mid Cap Value Trust
All Cap Value Trust (fund Manager changed May 1, 2003; formerly managed by
Dreyfus)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 10
Page 1 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
Pacific Rim Trust (name changed May 3, 2004; formerly Pacific Rim Emerging
Markets Trust)
Money Market Trust
Quantitative Mid Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
International Index Trust (closed to new money and transfers May 3, 2004)
Total Stock Market Index Trust
500 Index Trust
Mid cap Index Trust
Small Cap Index Trust
Quantitative All Cap Trust (added May 5, 2003)
Quantitative Value Trust (added May 3, 2004)
Emerging Growth Trust (added May 5, 2003)
Xxxxxxx Xxxxx (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Special Value Focus Trust
ML Developing Capital Markets Trust
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust
Strategic Value Trust (name changed May 1, 2003; formerly Capital Opportunities
Trust)
Utilities Trust
Mercury Advisors
Large Cap Value Trust (added May 5, 2003)
Munder Capital Management
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
PIMCO VIT All Asset Portfolio (added May 3, 2004)
Total Return Trust
Real Return Bond Trust (added May 5, 2003)
eligible Investment Management, LLC
Classic Value Trust (added May 3, 2004)
eligible Brothers Asset Management Inc. ("SaBAM")
US Government Securities Trust
Strategic Bond Trust
High Yield Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx
Xxxxx. Xxxx.)
Special Value Trust (added May 5, 2003)
SGAM
Principal Protection Trust A (added October 21, 2002)
State Street Global Advisers ("SSga")
Xxxx Xxxxxxx VST International Index (added May 3, 2004)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 10
Page 2 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Sustainable Growth Advisers, LP
U.S. Global Leaders Growth Trust (added May 3, 2004)
X. Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxxx Global Advisors Limited
Global Trust (name changed May 3, 2004; formerly Global Equity; fund manager
changed December 9, 2003; formerly managed by Xxxxxx Investment Management)
Xxxxxxxxx Investment Counsel, LLC
International Value Trust
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
UBS Global Asset Management (name changed, formerly Xxxxxxx)
Global Allocation Trust (name changed May 1, 2003; formerly Tactical Allocation
Trust)
Xxx Xxxxxx Investments
Value Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx Xxxxx,
Sher.)
Wellington Management Company, LLP
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Venture contracts with a 7 year CDSC (since
inception of the Agreement)
Three Year
Five Year
Seven Year
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 10
Page 3 of 6
SCHEDULE B
INVESTMENT FUNDS
SECTION OF HISTORICAL CHANGES
Xxxxx & Steers (replaced by XxXX November 25, 2002)
Real Estate Securities (see XxXX)
Investco
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See X. Xxxx Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See XxXX)
Xxxxx (replaced by XxXX November 25, 2002)
Dynamic Growth Trust (see XxXX)
MFC Global Investment Management
Balanced Trust (merged into Income & Value (Capital Guardian May 3, 2004)
Quantitative Equity Trust (merged into US Large Cap (Capital Guardian) May 3,
2004)
Xxxx Price - Flem, (replaced by XxXX November 25, 2002)
International Stock Trust (see XxXX)
SsgA (replaced by XxXX November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see XxXX)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See X. Xxxx Price)
Mid Cap Opportunities managed by Xxxxxx (merged into Dynamic Growth Trust May 2,
2003 - See XxXX)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 10
Page 4 of 6
SCHEDULE B
Investment Funds
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
Xxxxx American Fund (Class S Shares)
Balanced Portfolio
Leveraged All Cap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Dreyfus Investment Portfolio (Service Class
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
INVESCO Variable Investment Funds, Inc.
Utilities Fund Portfolio
Xxxxxxx Variable Series I (Class B Shares)
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Xxxxxxx Real Estate Securities Portfolio (Class B Shares) (added May 5, 2003)
Xxxxxxx Variable Series II (Class B Shares)
Aggressive Growth Portfolio
Blue Chip Portfolio
Large Cap Value (name changed May 1, 2004; formerly Contrarian Value Portfolio)
Global Blue Chip Portfolio
Government & Agency Securities Portfolio (name changed May 1, 2004; formerly
Government Securities Portfolio)
Growth Portfolio
High Income Portfolio
International Select Equity Portfolio
Fixed Income (name changed May 1, 2003; formerly Investment Grade Bond
Portfolio)
Money Market Portfolio
Small Cap Growth Portfolio
Strategic Income (added May 5, 2003)
Technology Growth Portfolio
Total Return Portfolio
Xxxxx Venture Value Portfolio
Dreman Financial Services Portfolio
Dreman High Return Equity Portfolio
Dreman Small Cap Value Portfolio
Eagle Focused Large Cap Growth Portfolio
Focus Value + Growth Portfolio
Index 500 Portfolio
INVESCO Dynamic Growth Portfolio
Janus Growth and Income Portfolio
Janus Growth Opportunities Portfolio
MFS Strategic Value Portfolio
Oak Strategic Equity Portfolio
Xxxxxx XxxXxx Growth Portfolio
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 10
Page 5 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
Conservative Income Strategy Portfolio (added August 1, 2004)
Growth & Income Strategy Portfolio (added August 1, 2004)
Growth Strategy Portfolio (added August 1, 2004)
Income & Growth Strategy Portfolio (added August 1, 2004)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Wealthmark contracts with a 7 year CDSC
(since October 7, 2002)
Three Year
Five Year
Seven Year
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1,
2001 Amendment 10
Page 6 of 6
AMENDMENT Xx. 00 xx
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX Xx. 0000-00, Dated July 1, 2001
between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective November 15, 2004, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE B, INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B, to document additions to the Wealthmark fund offerings.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxx X. Xxxxxx Date: 12/9/04
----------------------------------
Xxxxx X. Xxxxxx, Vice President
and CFO
Attest: /s/ Xxxxxx X. Xxxxx 12/9/04
------------------------------
Xxxxxx X. Xxxxx, Vice
President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 15 November 2004
----------------------------------
Xxxxxxx X. Xxxxxxxx, Senior Vice
President
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx, Assistant
Vice President
Attest: /s/ Xxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB),
Effective July 1, 2001 Amendment 11
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
American Century Investment Management, Inc.
Small Company Trust (added May 3, 2004)
American Funds
Growth Trust (added May 5, 2003)
International Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
Blue Chip Income & Growth Trust (added May 5, 2003)
AIM Capital Management, Inc.
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core Trust (added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust
Income & Value Trust
US large Cap Trust (name changed May 1, 2003; formerly US large Cap Value)
Small Company Blend Trust
Xxxxx Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services Ltd., "XxXX" (added
November 25, 2002)
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin Advisers, Inc.
Emerging Small Company Trust
Great Companies
America Trust - Series II (closed to new money and transfers May 3, 2004;
added August 4, 2003)
Xxxxxxxx Associates LLC
Capital Appreciation Trust
Xxxx Xxxxxxx Advisers, LLC
Strategic Income Trust (added May 3, 2004)
Xxxx Xxxxx Funds Management, Inc.
Core Equity Trust (added May 3, 2004)
Lord, Xxxxxx & Co. LLC
Mid Cap Value Trust
All Cap Value Trust (fund manager changed May 1, 2003; formerly
managed by Dreyfus)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB),
Effective July 1, 2001 Amendment 11
Page 1 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
Pacific Rim Trust (name changed May 3, 2004; formerly Pacific Rim
Emerging Markets Trust)
Money Market Trust
Quantitative Mid Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
International Index Trust (closed to new money and transfers May 3, 2004)
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
Quantitative All Cap Trust (added May 5, 2003)
Quantitative Value Trust (added May 3, 2004)
Emerging Growth Trust (added May 5, 2003)
Xxxxxxx Xxxxx (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Special Value Focus Trust
ML Developing Capital Markets Trust
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust
Strategic Value Trust (name changed May 1, 2003; formerly Capital Opportunities
Trust)
Utilities Trust
Mercury Advisors
Large Cap Value Trust (added May 5, 2003)
Munder Capital Management
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
PIMCO VIT All Asset Portfolio (added May 3, 2004)
Total Return Trust
Real Return Bond Trust (added May 5, 2003)
PZENA INVESTMENT MANAGEMENT, LLC
CLASSIC VALUE TRUST (ADDED MAY 3, 2004)
SALOMON BROTHERS ASSET MANAGEMENT INC. ("SaBAM")
US Government Securities Trust
Strategic Bond Trust
High Yield Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx
Xxxxx. Xxxx.)
Special Value Trust (added May 5, 2003)
SGAM
Principal Protection Trust A (added October 21, 2002)
State Street Global Advisers (SSga)
Xxxx Xxxxxxx VST International Index (added May 3, 2004)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB)
Effective July 1, 2001 Amendment 11
Page 2 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Sustainable Growth Advisers. LP
U.S. Global Leaders Growth Trust (added May 3, 2004)
X. Xxxx Price
Equity-Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxxx Global Advisors Limited
Global Trust (name changed May 3, 2004; formerly Global Equity; fund manager
changed December 9, 2003; formerly managed by Xxxxxx Investment Management)
Xxxxxxxxx Investment Counsel, LLC
International Value Trust
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
UBS Global Asset Management (name changed, formerly Xxxxxxx)
Global Allocation Trust (name changed May 1, 2003; formerly Tactical Allocation
Trust)
Xxx Xxxxxx Investments
Value Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx Xxxxx.
Sher.)
Wellington Management Company, LLP
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Venture contracts with a 7 year CDSC (since
inception of the Agreement)
Three Year
Five Year
Seven Year
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB),
Effective July 1, 2001 Amendment 11
Page 3 of 6
SCHEDULE B
INVESTMENT FUNDS
SECTION OF HISTORICAL CHANGES
Xxxxx & Steers (replaced by XxXX November 25, 2002)
Real Estate Securities (see XxXX)
Investco
Telecommunications Trust (merged into Science & Technology Trust May 2,2003 -
See X. Xxxx Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See XxXX)
Xxxxx (replaced by XxXX November 25, 2002)
Dynamic Growth Trust (see XxXX)
MFC Global Investment Management
Balanced Trust (merged into Income & Value (Capital Guardian) May 3, 2004)
Quantitative Equity Trust (merged into US Large Cap (Capital Guardian) May 3,
2004}
Xxxx Price -- Flem. (replaced by XxXX November 25, 2002)
International Stock Trust (see XxXX)
SsgA (replaced by XxXX November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see XxXX)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See X. Xxxx Price)
Mid Cap Opportunities managed by Xxxxxx (merged into Dynamic Growth Trust May 2,
2003 - See XxXX)
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB),
Effective July 1, 2001 Amendment 11
Page 4 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & Venture III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
Xxxxx American fund (Class S Shares)
Balanced Portfolio
Leveraged AllCap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Dreyfus Investment Portfolio (Service Class
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
INVESCO Variable Investment Funds, Inc.
Utilities Fund Portfolio
Xxxxxxx Variable Series 1 (Class B Shares)
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Xxxxxxx Real Estate Securities Portfolio (Class B Shares) (added May 5, 2003)
Xxxxxxx Variable Series II (Class B Shares)
Aggressive Growth Portfolio
Blue Chip Portfolio
Conservative Income Strategy Portfolio (added August 1, 2004)
Xxxxx Venture Value Portfolio
Dreman Financial Services Portfolio
Dreman High Return Equity Portfolio
Dreman Small Cap Value Portfolio
Eagle Focused Large Cap Growth Portfolio
Fixed Income {name changed May 1, 2003; formerly Investment Grade Bond
Portfolio)
Focus Value + Growth Portfolio
Global Blue Chip Portfolio
Government & Agency Securities Portfolio (name changed May 1, 2004; formerly
Government Securities Portfolio)
Growth & Income Strategy Portfolio (added August 1, 2004)
Growth Portfolio
Growth Strategy Portfolio (added August 1, 2004)
High Income Portfolio
Income & Growth Strategy Portfolio (added August 1, 2004)
Index 500 Portfolio
International Select Equity Portfolio
INVESCO Dynamic Growth Portfolio
Janus Growth and Income Portfolio
Janus Growth Opportunities Portfolio
Large Cap Value (name changed May 1, 2004; formerly Contrarian Value Portfolio)
Mercury Large Cap Core Portfolio (added November 15, 2004)
MFS Strategic Value Portfolio
Money Market Portfolio
Oak Strategic Equity Portfolio
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB),
Effective July 1, 2001 Amendment 11
Page 5 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
Small Cap Growth Portfolio
Strategic Income (added May 5, 2003)
Technology Growth Portfolio
Xxxxxxxxx Foreign Value Portfolio (added November 15, 2004)
Total Return Portfolio
Xxxxxx MidCap Growth Portfolio
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Wealthmark contracts with a 7 year CDSC
(since October 7. 2002)
Three Year
Five Year
Seven Year
Manufacturers Life (U.S.A.), Agreement No. 2001-47 (GMDB),
Effective July 1, 2001 Amendment 11
Page 6 of 6
AMENDMENT Xx. 00 xx
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX Xx. 0000-00, Dated July 1, 2001
between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as of the dates specified below, this Amendment is hereby attached to
and becomes a part of the above-described Reinsurance Agreement. It is mutually
agreed that:
Schedule A, Plans of Reinsurance, is hereby replaced by the attached
revised Schedule A, to consolidate all revisions to Schedule A as shown in
Amendment 4, Amendment 5, and Amendment 6, as filed under the Agreement.
This Amendment 12 makes no new changes to Schedule A that had not been
previously recorded under the Agreement. The effective dates are as shown
in Schedule A.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxx Xxxxx Date: 4/5/05
--------------------------------------------
Yiji Star Vice President and CFO
Attest: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx, Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 4 April 2005
--------------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior Vice President
Attest: /s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 12
SCHEDULE A
PLANS OF REINSURANCE
A. REINSURER's Quota Share Percentage:
[*] for policies issued July 1, 2001 through June 30, 2002
[*] for policies issued July 1, 2002 through June 30, 2003
B. Issue Dates:
New Policies issued on or after July 1, 2001
Contractholders may, at their sole discretion, elect, revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
60-day window) of the contract issue date. The election or termination of
any optional rider within the 60-day window will be retroactive to date of
issue, and will be covered under this Agreement. All reinsurance premiums
and claims will be trued up accordingly. The CEDING COMPANY will identify
the policies covered under the 60-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. {Note: A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-took
period. There will be no limit for contracts that are still within their
statutory free-look period.
C. GMDB (Contractual Death Benefit) Reinsured:
Venture Basic Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced for
withdrawals on a dollar-for-dollar basis. (See Note below.)
Venture Basic Benefit for issue ages 81-85
Return of Net Considerations; reduced for withdrawals on a dollar-for-
dollar basis. (See Note below.)
Vision Basic Benefit for issue ages 0-80
Rollup to attained age 81 subject to 200% of net considerations; return of
net considerations thereafter and reduced for withdrawals on a dollar-for-
dollar basis. (See Note below.)
Venture III Basic Benefit for issue ages 0-85
Return of Net Considerations; reduced proportionately for withdrawals.
Venture III Optional Enhanced Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced
proportionately for withdrawals.
Note: Effective only for new contracts issued on or after January 1, 2003
the GMDB (Contractual Death Benefit) will be reduced proportionately for
withdrawals.
Continued....
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 12
SCHEDULE A, PLANS OF REINSURANCE
(CONTINUED)
D. EEB (Contractual Death Benefit) Reinsured:
Venture and Venture III GEM rider for issue ages 0-69
40% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Venture and Venture III GEM rider for issue ages 70-85
25% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Note:
- Partial withdrawals will reduce the GEM death benefit on a
proportional basis.
- Excluding the initial deposit, additional deposits made in the six (6)
months prior to death will not be included in determining the cap on
the total purchase payment not withdrawn.
E. Spousal Continuances
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case,
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit. In determination of the Death Benefit,
the Anniversary Values for all prior Contract Anniversaries will be set to
zero as of the date of the first owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance:
a. this Agreement is open for new business as defined in Article XX,
Paragraph A, and
b. the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement.
Continued.....
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 12
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
F. RELATED CONTRACTS:
VENTURE, VISION AND VENTURE III VARIABLE ANNUITY POLICY FORMS AND
ASSOCIATED RIDER FORMS SPECIFIED BELOW
WEALTHMARK AND WEALTHMARK ML3 VERSIONS OF VENTURE AND VENTURE III
DISTRIBUTED THROUGH XXXXXXX (ADDED OCTOBER 7, 2002)
Policy Forms
VENTURE.001; VENTURE.001.94; VENTURE.001.98
VENTURE.003; VENTURE.003.98
VENTURE.004
VENTURE.005; VENTURE.005.98
VISION.001; VISION.001.94; VISION.001.98; VISION.002; VISION.002.98
VENTURE.100 (Consisting of: VENTURE.100.S01V00, VENTURE.100PO1V00,
VENTURE.100P02V00, VENTURE.100P03V00, VENTURE.100P04V00,
VENTURE.100P05V00, VENTURE,100P06V00, VENTURE.100P07V00,
VENTURE.100P08V001, VENTURE.100P09V00, VENTURE.100P1OV00,
VENTURE.100P11V001, VENTURE.100P12V00, VENTURE.100.TO1V00
GEM RIDER FORM
BR009.00; BR009.00G
ANNUAL STEP RIDER FORM
BR002.99; BR010.00; BROlO.00G
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 12
AMENDMENT Xx. 00 xx
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX Xx. 0000-00. Dated July 1, 2001
between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE B, INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B, to document revisions and additions to the fund offerings as of
the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Yiji X. Xxxxx Date: 11/4/05
--------------------------------------------
Yiji X. Xxxxx Vice President and CFO
Attest: /s/ illegible
----------------------------------------
illegible, Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx Date: 27 June 2005
--------------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior Vice President
Attest: /s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 13
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
American Century Investment Management, Inc.
Small Company Trust {closed to new investors August" 2005; added May 3, 2004}
American Funds
Blue Chip Income & Growth Trust (added May 5, 2003)
Bond Trust (added August 1, 2005)
Growth Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
International Trust (added May 5, 2003)
AIM Capital Management, Inc.
All Cap Growth Trust
Mid Cap Core Trust (added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Income & Value Trust
Overseas Equity Trust (added May 2, 2005)
US Large Cap Trust (name changed May 1 2003; formerly US Large Cap Value)
Xxxxx Advisors
Financial Services Trust
Fundamental Value Trust
Declaration Management and Research LLC and Xxxx Xxxxxxx Advisers, LLC
Active Bond Trust (added May 2, 2005)
Deutsche Asset Management Investment Services Ltd., "XxXX" (added November
25, 2002)
All Cap Core Trust
Dynamic Growth Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust
Strategic Opportunities Trust
Franklin Advisers, Inc.
Emerging Small Company Trust
Grantham, Mayo, Van Otterloo & Co. LLC (GMO)
Growth & Income Trust (fund manager changed July 29, 2005, formerly managed by
Wellington} International Stock Trust (fund manager changed July 29, 2005,
formerly managed by XxXX}
Independence Investment LLC
Small Cap Trust (added May 2, 2005)
Xxxxxxxx Associates LLC
Capital Appreciation Trust
Xxxx Xxxxxxx Advisers, LLC
Strategic Income Trust (added May 3, 2004)
Xxxx Xxxxx Funds Management, Inc.
Core Equity Trust (added May 3, 2004)
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 13
Page 1 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Lord. Xxxxxx & Co. LLC
All Cap Value Trust (fund manager changed May 1 2003; formerly managed by
Dreyfus)
Mid Cap Value Trust
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
500 Index Trust
Emerging Growth Trust (added May 5, 2003)
Lifestyle Aggressive 1000 Trust
Lifestyle Balanced 640 Trust
Lifestyle Conservative 280 Trust
Lifestyle Growth 820 Trust
Lifestyle Moderate 460 Trust
Mid Cap Index Trust
Money Market Trust
Pacific Rim Trust (name changed May 3, 2004; formerly Pacific Rim Emerging
Markets Trust)
Quantitative All Cap Trust (added May 5, 2003)
Quantitative Mid Cap Trust
Quantitative Value Trust (added May 3, 2004)
Small Cap Index Trust
Total Stock Market Index Trust
Xxxxxxx Capital Management, LLC
International Opportunities Trust (added May 2, 2005)
Massachusetts Financial Services Company ("MFS")
Strategic Value Trust (name changed May 1, 2003; formerly Capital Opportunities
Trust) Utilities Trust
Mercury Advisors
Large Cap Value Trust (added May 5, 2003)
Munder Capital Management
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
PIMCO VIT All Asset Portfolio (added May 3, 2004)
Real Return Bond Trust (added May 5,2003)
Total Return Trust
Pzena Investment Management, LLC
Classic Value Trust (added May 3, 2004)
Salomon Brothers Asset Management Inc. ("SaBAM")
High Yield Trust (fund manager changed May 1, 2003: formerly managed by Xxxxxx
Xxxxx. Xxxx.)
Special Value Trust (added May 5,2003)
Strategic Bond Trust
US Government Securities Trust
SGAM
Principal Protection Trust A (added October 21, 2002)
State Street Global Advisers ("SSga")
International Equity Index Trust (added May 2, 2005)
Xxxx Xxxxxxx VST International Index (added May 3, 2004)
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 13
Page 2 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Sustainable Growth Advisers, LP
U.S. Global leaders Growth Trust (added May 3, 2004)
X. Xxxx Price
Blue Chip Growth Trust
Equity-Income Trust
Health Sciences Trust
Mid Value Trust (added May 2, 2005)
Science & Technology Trust
Small Company Value Trust
Xxxxxxxxx Global Advisors limited
Global Trust (name changed May 3, 2004; formerly Global Equity; fund manager
changed December 9, 2003;
formerly managed by Xxxxxx Investment Management)
Xxxxxxxxx Investment Counsel, LLC
International Small Cap Trust (fund manager changed May 1 2003; formerly managed
by Founders)
International Value Trust
UBS Global Asset Management (name changed, formerly Xxxxxxx)
Global Allocation Trust (name changed May 1, 2003; formerly Tactical Allocation
Trust)
Large Cap Trust (added May 2, 2005)
Xxx Xxxxxx Investments
Value Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx Xxxxx.
Sher.)
Wellington Management Company, LLP
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
Small Cap Growth Trust (added May 2, 2005)
Small Cap Value Trust (added May 2, 2005)
Xxxxx Capital Management, Inc.
Core Bond Trust (added May 2, 2005)
U.S. High Yield Bond Trust (added May 2, 2005)
Fixed Funds
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Venture contracts with a 7 year CDSC (since
inception of the Agreement)
Three Year
Five Year
Seven Year
Xxxx Xxxxxxx life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 13
Page 3 of 6
SCHEDULE B
INVESTMENT FUNDS
SECTION OF HISTORICAL CHANGES (FUNDS NO L0NGER OFFERED)
AIM Capital Management, Inc.
Aggressive Growth Trust (merged April 29, 2005, into Mid Cap Stock Trust -
Wellington)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust (merged April 29, 2005, into Active Bond Trust -
Declaration/Xxxx Xxxxxxx)
Small Company Blend Trust (merged April 29, 2005, into Small Cap Opportunities
Trust - Munder)
Xxxxx & Steers (replaced by XxXX November 25, 2002)
Real Estate Securities (see XxXX)
Investco
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See X. Xxxx Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See XxXX)
Fidelity Management & Research Company ("FMR")
Overseas Trust (merged April 29, 2005, into International Value Trust -
Templeton)
Great Companies
America Trust - Series II (closed to new money and transfers May 3, 2004; added
August 4, 2003)
Janus (replaced by XxXX November 25, 2002)
Dynamic Growth Trust (see XxXX)
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust (merged April 29, 2005, into US Global Leaders Growth
Trust - Sustainable Growth Advisors)
MFC Global Investment Management
Balanced Trust (merged into Income & Value (Capital Guardian) May 3, 2004)
Quantitative Equity Trust (merged into US Large Cap (Capital Guardian) May 3,
2004)
International Index Trust (closed to new money and transfers May 3, 2004)
Xxxxxxx Xxxxx (closed to new business as of February 1, 2002
ML Basic Value Focus Trust
ML Developing Capital Markets Trust
ML Special Value Focus Trust
Xxxx Price -- Flem. (replaced by XxXX November 25, 2002)
International Stock Trust (see XxXX)
SsgA (replaced by XxXX November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see XxXX)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See X. Xxxx Price)
Mid Cap Opportunities managed by Xxxxxx (merged into Dynamic Growth Trust May 2.
2003 - See XxXX)
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 13
Page 4 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
Xxxxx American Fund (Class S Shares)
Balanced Portfolio
Leveraged AllCap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Dreyfus Investment Portfolio (Service Class
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
INVESCO Variable Investment Funds, Inc.
Utilities Fund Portfolio
Xxxxxxx Variable Series I (Class B Shares)
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Xxxxxxx Real Estate Securities Portfolio (Class B Shares) (added May 5, 2003)
Xxxxxxx Variable Series II (Class B Shares)
Aggressive Growth Portfolio
Blue Chip Portfolio
Bond Portfolio (added May 2, 2005)
Conservative Income Strategy Portfolio (added August 1, 2004)
Xxxxx Venture Value Portfolio
Dreman Financial Services Portfolio
Dreman High Return Equity Portfolio
Dreman Small Cap Value Portfolio
Fixed Income (name changed May 1, 2003; formerly Investment Grade Bond
Portfolio)
Global Blue Chip Portfolio
Government & Agency Securities Portfolio (name changed May 1, 2004; formerly
Government Securities Portfolio)
Growth & Income Strategy Portfolio (added August 1, 2004)
Growth Strategy Portfolio (added August 1 2004)
High Income Portfolio
Income & Growth Strategy Portfolio (added August 1, 2004)
Index 500 Portfolio
International Select Equity Portfolio
SBAM Dynamic Growth Portfolio (fund manager changed August 1, 2005; formerly
managed by INVESCO)
Janus Growth and Income Portfolio
Janus Growth Opportunities Portfolio
Large Cap Value (name changed May 1, 2004; formerly Contrarian Value Portfolio)
Mercury Large Cap Core Portfolio (added November 15, 2004)
MFS Strategic Value Portfolio
Money Market Portfolio
Oak Strategic Equity Portfolio
Small Cap Growth Portfolio
Strategic Income (added May 5, 2003)
Technology Growth Portfolio
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 13
Page 5 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & Venture III
ADDED OCTOBER 7, 2002
Xxxxxxxxx Foreign Value Portfolio (added November 15, 2004)
Total Return Portfolio
Xxxxxx XxxXxx Growth Portfolio
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Wealthmark contracts with a 7 year CDSC
(since October 7, 2002)
Three Year
Five Year
Seven Year
SECTION OF HISTORICAL CHANGES (FUNDS NO LONGER OFFERED)
Xxxxxxx Variable Series J (Class B Shares)
21st Century Growth Portfolio (merged April 29, 2005, into Xxxxxxx Small Cap
Growth)
Xxxxxxx Variable Series II (Class B Shares)
Focus Value+Growth Portfolio (merged April 29, 2005, into Xxxxxxx Growth &
Income)
Growth Portfolio (merged April 29, 2005, into Xxxxxxx Capital Growth)
Eagle Focused Large Cap Growth Portfolio (merged April 29, 2005, into Xxxxxxx
Capital Growth)
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 13
Page 6 of 6
AMENDMENT Xx. 00 xx
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX Xx. 0000-00, Dated July 1, 2001
between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE B, INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B, to document revisions and additions to the fund offerings as of
the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Yiji X. Xxxxx Date: 12/20/06
---------------------------------
Yiji X. Xxxxx, Vice President and
CFO
Attest: /s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx, Vice President
AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx Date: 11/6/2006
---------------------------------
Xxxxx X. Xxxxxx, Vice President
& Chief Actuary
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, Assistant Vice
President
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 14
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
AIM Capital Management, Inc.
All Cap Growth Trust
Mid Cap Core Trust (added May 5, 2003)
American Century Investment Management, Inc.
Small Company Trust (closed to new investors August 1, 2005; added May 3, 2004)
American Funds
Blue Chip Income & Growth Trust (added May 5, 2003)
Bond Trust (added August 1, 2005)
Growth Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
International Trust (added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Income & Value Trust
Overseas Equity Trust (added May 2, 2005)
US Large Cap Trust (name changed May 1, 2003; formerly US Large Cap Value)
Xxxxx Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services ltd., "XxXX" (added November 25,
2002)
All Cap Core Trust
Dynamic Growth Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
Strategic Opportunities Trust
Grantham, Mayo, Van Otterloo & Co. LLC (GMO)
U.S. Core Trust (name changed May 1, 2006; formerly Growth & Income Trust; fund
manager changed July 29, 2005, formerly managed by Wellington)
International Core Trust (name changed May 1,2006; formerly International Stock
Trust; fund manager Changed July 29, 2005, formerly managed by XxXX)
Independence Investment LLC
Small Cap Trust (added May 2, 2005)
Xxxxxxxx Associates LLC
Capital Appreciation Trust
Xxxx Xxxxx Funds Management, Inc.
Core Equity Trust (added May 3, 2004)
Lord, Xxxxxx & Co. LLC
All Cap Value Trust (fund manager changed May 1, 2003; formerly managed by
Dreyfus)
Mid Cap Value Trust
Xxxxxxx Capital Management, LLC
International Opportunities Trust (added May 2, 2005)
Massachusetts Financial Services Company ("MFS")
Strategic Value Trust (name changed May 1, 2003; formerly Capital Opportunities
Trust) Utilities Trust
Mercury Advisors
Large Cap Value Trust (added May 5, 2003)
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 14
Page 1 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
500 Index Trust
Index Allocation Trust (added February 13, 2006)
Lifestyle Aggressive Trust
Lifestyle Balanced Trust
Lifestyle Conservative Trust
Lifestyle Growth Trust
Lifestyle Moderate Trust
Mid Cap Index Trust
Money Market Trust
Pacific Rim Trust (name changed May 3, 2004; formerly Pacific Rim Emerging
Markets Trust)
Quantitative All Cap Trust (added May 5, 2003)
Quantitative Mid Cap Trust
Quantitative Value Trust (added May 3, 2004)
Small Cap Index Trust
Total Stock Market Index Trust
Munder Capital Management
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
PIMCO VIT All Asset Portfolio (added May 3, 2004)
Real Return Bond Trust (added May 5, 2003)
Total Return Trust
Pzena Investment Management, LLC
Classic Value Trust (added May 3, 2004)
RCM Capital Management, LLC (subadviser change May 1, 2006 from Franklin
Advisers, Inc.)
Emerging Small Company Trust
SGAM
Principal Protection Trust A (added October 21, 2002)
Sovereign Asset Management LLC (subadviser name change January, 2006 from Xxxx
Xxxxxxx Advisors)
Active Bond Trust (also sub-advised by Declaration Management & Research LLC)
Emerging Growth Trust (subadviser change May 1, 2006 from MFC Global)
Strategic Income Trust
State Street Global Advisers ("SSga")
International Equity Index Trust (added May 2, 2005)
Xxxx Xxxxxxx VST International Index (added May 3, 2004)
Sustainable Growth Advisers, LP
U.S. Global Leaders Growth Trust (added May 3, 2004)
X. Xxxx Price
Blue Chip Growth Trust
Equity-Income Trust
Health Sciences Trust
Mid Value Trust (added May 2, 2005)
Science & Technology Trust
Small Company Value Trust
Xxxxxxxxx Global Advisors limited
Global Trust (name changed May 3, 2004; formerly Global Equity; fund manager
changed December 9, 2003; formerly managed by Xxxxxx Investment Management)
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 14
Page 2 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Xxxxxxxxx Investment Counsel, LLC
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
International Value Trust
UBS Global Asset Management (name changed, formerly Xxxxxxx)
Global Allocation Trust (name changed May 1, 2003; formerly Tactical Allocation
Trust)
Large Cap Trust (added May 2, 2005)
Xxx Xxxxxx Investments
Value Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx Xxxxx.
Xxxx.)
Wellington Management Company, LLP
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
Small Cap Growth Trust (added May 2, 2005)
Small Cap Value Trust (added May 2, 2005)
Xxxxx Capital Management, Inc.
Core Bond Trust (added May 2, 2005)
U.S. High Yield Bond Trust (added May 2, 2005)
Western Asset Management Co. (subadviser change May 1, 2006 from Salomon
Brothers Asset Management Inc. ("SaBAM")
High Yield Trust (fund manager changed May 1, 2003; formerly managed by Xxxxxx
Xxxxx. Xxxx.)
Special Value Trust (added May 5, 2003)
Strategic Bond Trust
US Government Securities Trust
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Venture contracts with a 7 year CDSC (since
inception of the Agreement)
Three Year
Five Year
Seven Year
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 14
Page 3 of 6
SCHEDULE B
INVESTMENT FUNDS
SECTION OF HISTORICAL CHANGES (FUNDS NO LONGER OFFERED)
AIM Capital Management, Inc.
Aggressive Growth Trust (merged April 29, 2005, into Mid Cap Stock Trust -
Wellington)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust (merged April 29, 2005, into Active Bond Trust -
Declaration/Xxxx Xxxxxxx)
Small Company Blend Trust (merged April 29, 2005, into Small Cap Opportunities
Trust - Munder)
Xxxxx & Steers (replaced by XxXX November 25, 2002)
Real Estate Securities (see XxXX)
Investco
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See X. Xxxx Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See XxXX)
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust (merged May 1, 2006, into Capital Appreciation managed by
Xxxxxxxx)
Overseas Trust (merged April 29, 2005, into International Value Trust -
Templeton)
Great Companies
America Trust - Series II (closed to new money and transfers May 3, 2004; added
August 4, 2003)
Janus (replaced by XxXX November 25, 2002)
Dynamic Growth Trust (see XxXX)
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust (merged April 29, 2005, into US Global Leaders Growth
Trust - Sustainable Growth Advisors)
MFC Global Investment Management
Balanced Trust (merged into Income & Value (Capital Guardian) May 3, 2004)
Quantitative Equity Trust (merged into US Large Cap (Capital Guardian) May 3,
2004)
International Index Trust (closed to new money and transfers May 3, 2004)
Xxxxxxx Xxxxx (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Developing Capital Markets Trust
ML Special Value Focus Trust
Xxxx Price -- Flem. (replaced by XxXX November 25, 2002)
International Stock Trust (see XxXX)
SsgA (replaced by XxXX November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see XxXX)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See X. Xxxx Price)
Mid Cap Opportunities managed by Xxxxxx (merged into Dynamic Growth Trust May 2
2003 - See XxXX)
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 14
Page 4 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
AIM Variable Insurance Funds (formerly INVESCO Variable Investment Funds, Inc.)
Utilities Fund Portfolio
Xxxxx American Fund (Class S Shares)
Balanced Portfolio
Leveraged AllCap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Small Cap Portfolio (name changed February 21, 2005; formerly Global
Post-Venture Capital Portfolio)
Dreyfus Investment Portfolio (Service Class
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
DWS Investments VIT Funds Trust
DWS Equity 500 Index VIP
DWS RREEF Real Estate Securities VIP (name changed May 1, 2006; formerly Xxxxxxx
Real Estate Securities Portfolio (Class B Shares); added May 5, 2003)
DWS Variable Series I (name changed May 1, 2006; formerly Xxxxxxx Variable
Series I (Class B Shares) Note: DWS also added to fund names)
DWS Bond VIP (added May 2, 2005)
DWS Capital Growth VIP
DWS Global Opportunities VIP (name changed May 1, 2006; formerly Global
Discovery Portfolio)
DWS Growth and Income VIP
DWS Health Care VIP (name changed May 1, 2006; formerly Health Sciences
Portfolio)
DWS International VIP
DWS Variable Series II (name changed May 1, 2006; formerly Xxxxxxx Variable
Series II (Class B Shares) Note: DWS also added to fund names)
DWS Balanced VIP (name changed May 1, 2006; formerly Total Return Portfolio)
DWS Blue Chip VIP
DWS Conservative Allocation VIP (name changed May 1, 2006; formerly Income &
Growth Strategy Portfolio; added August 1, 2004)
DWS Core Fixed Income VIP (name changed May 1, 2006; formerly Fixed Income;
name changed May 1, 2003; formerly Investment Grade Bond Portfolio)
DWS Xxxxx Venture Value VIP
DWS Dreman Financial Services VIP
DWS Dreman High Return Equity VIP
DWS Dreman Small Cap Value VIP
DWS Global Thematic VIP (name changed May 1, 2006; formerly Global Blue Chip
Portfolio)
DWS Government & Agency Securities VIP (name changed May 1, 2004; formerly
Government Securities Portfolio)
DWS Growth Allocation VIP (name changed May 1, 2006; formerly Growth Strategy
Portfolio; added August 1, 2004)
DWS High Income VIP
DWS Income Allocation VIP (name changed May 1, 2006; formerly Conservative
Income Strategy Portfolio; added August 1, 2004)
DWS International Select Equity VIP
DWS Janus Growth and Income VIP
DWS Janus Growth Opportunities VIP
DWS Large Cap Value VIP (name changed May 1, 2004; formerly Contrarian Value
Portfolio)
DWS Mercury Large Cap Core VIP (added November 15, 2004)
DWS MFS Strategic Value VIP
DWS Mid Cap Growth VIP
DWS Moderate Allocation VIP (name changed May 1, 2006; formerly Growth & Income
Strategy Portfolio; added August 1, 2004)
DWS Money Market VIP
Xxxx Xxxxxxx Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 14
Page 5 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 0000
XXX Xxx Strategic Equity VIP
DWS SBAM Dynamic Growth VIP (fund manager changed August 1, 2005; formerly
managed by INVESCO)
DWS Small Cap Growth VIP
DWS Strategic Income VIP (added May 5, 2003)
DWS Technology VIP (name changed May 1, 2006; formerly Technology Growth
Portfolio)
DWS Xxxxxxxxx Foreign Value VIP (added November 15, 2004)
DWS Xxxxxx XxxXxx Growth VIP
Xxxx Xxxxxxx Trust (added May 1, 2006)
Lifestyle Aggressive
Lifestyle Balanced
Lifestyle Conservative
Lifestyle Growth
Lifestyle Moderate
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Wealthmark contracts with a 7 year CDSC
(since October 7, 2002)
Three Year
Five Year
Seven Year
SECTION OF HISTORICAL CHANGES (FUNDS NO LONGER OFFERED)
Xxxxxxx Variable Series I (Class B Shares)
21st Century Growth Portfolio (merged April 29, 2005, into Xxxxxxx Small Cap
Growth)
Xxxxxxx Variable Series II (Class B Shares)
Focus Value+Growth Portfolio (merged April 29, 2005, into Xxxxxxx Growth &
Income)
Growth Portfolio (merged April 29, 2005, into Xxxxxxx Capital Growth)
Eagle Focused Large Cap Growth Portfolio (merged April 29, 2005, into Xxxxxxx
Capital Growth)
Xxxx Mason Aggressive Growth Portfolio (proposed to merge into DWS Capital
Growth December 8, 2006)
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 14
Page 6 of 6
AMENDMENT No. 15 to
AUTOMATIC REINSURANCE AGREEMENT NO. 2001-47, DATED JULY 1, 2001
between
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
SCHEDULE B, INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B, to document revisions and additions to the fund offerings as of
the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Yiji S. Starr Date: 11/9/07
---------------------------------
Yiji S. Starr,
Vice President and CFO
Attest: /s/ Anthony Teta
-----------------------------
Anthony Teta,
Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Keith E. Floman Date: 4/9/2007
---------------------------------
Keith E. Floman,
Senior Vice President &
Chief Actuary
Attest: /s/ Julia Cornely
-----------------------------
Julia Cornely,
Assistant Vice President
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 15
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
AIM Capital Management, Inc.
All Cap Growth Trust
American Century Investment Management, Inc.
Small Company Trust (closed to new investors August 1, 2005; added May 3, 2004)
American Funds
Blue Chip Income & Growth Trust (added May 5, 2003)
Bond Trust (added August 1, 2005)
Growth Trust (added May 5, 2003)
Growth-Income Trust (added May 5, 2003)
International Trust (added May 5, 2003)
BlackRock (name changed September 30, 2006; formerly Mercury Advisors)
Large Cap Value Trust (added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Income & Value Trust
Overseas Equity Trust (added May 2, 2005)
US Large Cap Trust (name changed May 1, 2003; formerly US Large Cap Value)
Clearbridge Advisors, LLC (name changed December 1, 2006; formerly Western Asset
Management Co.; subadviser change May 1, 2006 from Salomon Brothers Asset
Management Inc. ("SaBAM")
High Yield Trust (fund manager changed May 1, 2003; formerly managed by Miller
Ander. Sher.)
Special Value Trust (added May 5, 2003)
Strategic Bond Trust
US Government Securities Trust
Davis Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services Ltd., "DeAM" (added November 25,
2002)
All Cap Core Trust
Dynamic Growth Trust
Real Estate Securities Trust
Fidelity Management & Research Company ("FMR")
Strategic Opportunities Trust
Grantham, Mayo, Van Otterloo & Co. LLC (GMO)
U.S. Core Trust (name changed May 1, 2006; formerly Growth & Income Trust; fund
manager changed July 29, 2005, formerly managed by Wellington)
International Core Trust (name changed May 1, 2006; formerly International Stock
Trust; fund manager changed July 29, 2005, formerly managed by DeAM)
Independence Investment LLC
Small Cap Trust (added May 2, 2005)
Jennison Associates LLC
Capital Appreciation Trust
Legg Mason Funds Management, Inc.
Core Equity Trust (added May 3, 2004)
Lord, Abbett & Co. LLC
All Cap Value Trust (fund manager changed May 1, 2003; formerly managed by
Dreyfus)
Mid Cap Value Trust
Marsico Capital Management, LLC
International Opportunities Trust (added May 2, 2005)
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 15
Page 1 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Massachusetts Financial Services Company ("MFS")
Utilities Trust
MFC Global Investment Management (formerly known as Manufacturers Advisor
Corporation)
500 Index Trust
Active Bond Trust (Fund Manager changed December 1, 2006, from Sovereign Asset
Management; was also sub-advised by Declaration Management & Research LLC)
Emerging Growth Trust (a Fund Manager changed December 1, 2006, from Sovereign
Asset Management; subadviser change May 1, 2006 from MFC Global)
Index Allocation Trust (added February 13, 2006)
Lifestyle Aggressive Trust
Lifestyle Balanced Trust
Lifestyle Conservative Trust
Lifestyle Growth Trust
Lifestyle Moderate Trust
Mid Cap Index Trust
Money Market Trust
Pacific Rim Trust (name changed May 3, 2004; formerly Pacific Rim Emerging
Markets Trust)
Quantitative All Cap Trust (added May 5, 2003)
Quantitative Mid Cap Trust
Quantitative Value Trust (added May 3, 2004)
Small Cap Index Trust
Strategic Income Trust (Fund Manager changed December 1, 2006, from Sovereign
Asset Management
Total Stock Market Index Trust
Munder Capital Management
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
PIMCO VIT All Asset Portfolio (added May 3, 2004)
Real Return Bond Trust (added May 5, 2003)
Total Return Trust
Pzena Investment Management, LLC
Classic Value Trust (added May 3, 2004)
RCM Capital Management, LLC (subadviser change May 1, 2006 from Franklin
Advisers Inc.)
Emerging Small Company Trust
SGAM
Principal Protection Trust A (added October 21, 2002)
State Street Global Advisers ("SSga")
International Equity Index Trust (added May 2, 2005)
John Hancock VST International Index (added May 3, 2004)
Sustainable Growth Advisers, LP
U.S. Global Leaders Growth Trust (added May 3, 2004)
T. Rowe Price
Blue Chip Growth Trust
Equity-Income Trust
Health Sciences Trust
Mid Value Trust (added May 2, 2005)
Small Company Value Trust
T. Rowe Price/RCM Capital Management (RCM co-manager as of December 1, 2006)
Science & Technology Trust
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 15
Page 2 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Templeton Global Advisors Limited
Global Trust (name changed May 3, 2004; formerly Global Equity; fund manager
changed December 9, 2003; formerly managed by Putnam Investment Management)
Templeton Investment Counsel, LLC
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
International Value Trust
UBS Global Asset Management (name changed, formerly Brinson)
Global Allocation Trust (name changed May 1, 2003; formerly Tactical Allocation
Trust)
Large Cap Trust (added May 2, 2005)
Van Kampen Investments
Value Trust (fund manager changed May 1, 2003; formerly managed by Miller Ander,
Sher.)
Wellington Management Company, LLP
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
Small Cap Growth Trust (added May 2, 2005)
Small Cap Value Trust (added May 2, 2005)
Wells Capital Management, Inc.
Core Bond Trust (added May 2, 2005)
U.S. High Yield Bond Trust (added May 2, 2005)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Venture contracts with a 7 year CDSC (since
inception of the Agreement)
Three Year
Five Year
Seven Year
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 15
Page 3 of 6
SCHEDULE B
INVESTMENT FUNDS
SECTION OF HISTORICAL CHANGES (FUNDS NO LONGER OFFERED)
AIM Capital Management, Inc.
Aggressive Growth Trust (merged April 29, 2005, into Mid Cap Stock Trust -
Wellington)
Mid Cap Core Trust (merged December 1, 2006, into MFC Mid Cap Index;
added May 5,2003)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust (merged April 29, 2005, into Active Bond Trust -
Declaration/John Hancock)
Small Company Blend Trust (merged April 29, 2005, into Small Cap Opportunities
Trust - Munder)
Cohen & Steers (replaced by DeAM November 25, 2002)
Real Estate Securities (see DeAM)
Investco
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See T. Rowe Price) Mid Cap Growth Trust (merged into Dynamic Growth Trust May
2, 2003 - See DeAM)
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust (merged May 1, 2006, into Capital Appreciation managed by
Jennison)
Overseas Trust (merged April 29, 2005, into International Value Trust -
Templeton)
Great Companies
America Trust - Series II (closed to new money and transfers May 3, 2004; added
August 4, 2003)
Janus (replaced by DeAM November 25, 2002)
Dynamic Growth Trust (see DeAM)
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust (merged April 29, 2005, into US Global Leaders Growth
Trust - Sustainable Growth Advisors)
Strategic Value Trust (merged December 1, 2006, into Black Rock Large Cap Value
Trust; name changed May 1, 2003; formerly Capital Opportunities Trust)
MFC Global Investment Management
Balanced Trust (merged into Income & Value (Capital Guardian) May 3, 2004)
Quantitative Equity Trust (merged into US Large Cap (Capital Guardian) May 3,
2004)
International Index Trust (closed to new money and transfers May 3, 2004)
Merrill Lynch (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Developing Capital Markets Trust
ML Special Value Focus Trust
Rowe Price -- Flem. (replaced by DeAM November 25, 2002)
International Stock Trust (see DeAM)
Ssga (replaced by DeAM November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see DeAM)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See T. Rowe Price)
Mid Cap Opportunities managed by Putnam (merged into Dynamic Growth Trust May 2,
2003 - See DeAM)
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 15
Page 4 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
AIM Variable Insurance Funds (formerly INVESCO Variable Investment Funds, Inc.)
Utilities Fund Portfolio
Alger American Fund (Class S Shares)
Balanced Portfolio
Leveraged AllCap Portfolio
Credit Suisse Trust
Emerging Markets Portfolio
Global Small Cap Portfolio (name changed February 21, 2005; formerly Global
Post-Venture Capital Portfolio)
Dreyfus Investment Portfolio (Service Class
MidCap Stock Portfolio
Socially Responsible Growth Fund, Inc.
DWS Investments VIT Funds Trust
DWS Equity 500 Index VIP
DWS RREEF Real Estate Securities VIP (name changed May 1, 2006; formerly Scudder
Real Estate Securities Portfolio (Class B Shares); added May 5, 2003)
DWS Variable Series I (name changed May 1, 2006; formerly Scudder Variable
Series I (Class B Shares) Note: DWS also added to fund names)
DWS Bond VIP (added May 2, 2005)
DWS Capital Growth VIP
DWS Global Opportunities VIP (name changed May 1, 2006; formerly Global
Discovery Portfolio)
DWS Growth and Income VIP
DWS Health Care VIP (name changed May 1, 2006; formerly Health Sciences
Portfolio)
DWS International VIP
DWS Variable Series II (name changed May 1, 2006; formerly Scudder Variable
Series II (Class B Shares) Note: DWS also added to fund names)
DWS Balanced VIP (name changed May 1, 2006, formerly Total Return Portfolio)
DWS Blue Chip VIP
DWS Conservative Allocation VIP (name changed May 1, 2006; formerly Income
& Growth Strategy Portfolio; added August 1, 2004)
DWS Core Fixed Income VIP (name changed May 1, 2006; formerly Fixed Income; name
changed May 1, 2003; formerly Investment Grade Bond Portfolio)
DWS Davis Venture Value VIP
DWS Dreman Financial Services VIP
DWS Dreman High Return Equity VIP
DWS Dreman Small Mid Cap Value VIP (name changed December 8, 2006; formerly DWS
Dreman Small Cap Value VIP)
DWS Global Thematic VIP (name changed May 1, 2006; formerly Global Blue Chip
Portfolio)
DWS Government & Agency Securities VIP (name changed May 1, 2004; formerly
Government Securities Portfolio)
DWS Growth Allocation VIP (name changed May 1, 2006; formerly Growth Strategy
Portfolio; added August 1, 2004)
DWS High Income VIP
DWS Income Allocation VIP (name changed May 1, 2006; formerly Conservative
Income Strategy Portfolio; added August 1, 2004)
DWS International Select Equity VIP
DWS Janus Growth and Income VIP
DWS Large Cap Value VIP (name changed May 1, 2004; formerly Contrarian Value
Portfolio)
DWS MFS Strategic Value VIP
DWS Mid Cap Growth VIP
DWS Moderate Allocation VIP (name changed May 1, 2006; formerly Growth & Income
Strategy Portfolio; added August 1, 2004)
DWS Money Market VIP
DWS SBAM Dynamic Growth VIP (fund manager changed August 1, 2005; formerly
managed by INVESCO)
DWS Small Cap Growth VIP
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 15
Page 5 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
DWS Strategic Income VIP (added May 5, 2003)
DWS Technology VIP (name changed May 1, 2006; formerly Technology Growth
Portfolio)
DWS Turner MidCap Growth VIP
John Hancock Trust (added May 1, 2006)
Lifestyle Aggressive
Lifestyle Balanced
Lifestyle Conservative
Lifestyle Growth
Lifestyle Moderate
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Wealthmark contracts with a 7 year CDSC
(since October 7, 2002)
Three Year
Five Year
Seven Year
SECTION OF HISTORICAL CHANGES (FUNDS NO LONGER OFFERED)
Scudder Variable Series I (Class B Shares)
21st Century Growth Portfolio (merged April 29, 2005, into Scudder Small Cap
Growth)
DWS (formerly Scudder Variable Series II (Class B shares)
Focus Value+Growth Portfolio (merged April 29, 2005, into Scudder Growth &
Income)
Growth Portfolio (merged April 29, 2005, into Scudder Capital Growth)
Eagle Focused Large Cap Growth Portfolio (merged April 29, 2005, into Scudder
Capital Growth)
Legg Mason Aggressive Growth Portfolio (merged December 8, 2006 into DWS Capital
Growth)
DWS Janus Growth Opportunities VIP (merged December 8, 2006 into DWS Capital
Growth VIP)
DWS Mercury Large Cap Core VIP (merged December 8, 2006 into DWS Growth & Income
VIP; added November 15, 2004)
DWS Oak Strategic Equity VIP (merged December 8, 2006 into DWS Capital Growth
VIP)
DWS Templeton Foreign Value VIP (merged December 8, 2006 into DWS International
VIP; added November 15, 2004)
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB),
Effective July 1, 2001
Amendment 15
Page 6 of 6
AMENDMENT NO. 16 TO
AUTOMATIC REINSURANCE AGREEMENT NO. 2001-47, DATED JULY 1, 2001
between
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as shown below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
1. ARTICLE I, PARAGRAPH D, of the Agreement describes the maximum MNAR
liability (also known as exposure) on any individual life reinsured
hereunder. Since the stated maximums are multiplied by the REINSURER's
Quota Share Percentage, and since the percentages vary (per Amendment 4 to
the Agreement effective July 1, 2002) depending upon policy issue date, the
parties have agreed to employ the following principles to determine the
maximum MNAR liability when the REINSURER's Quota Share Percentage differs
among the policies reinsured on an individual life.
1. The maximum MNAR liability for each individual life will be determined
in order by Issue Date [Policy A, then Policy B, etc.]
2. The maximum MNAR liability as described in Article I, Paragraph D,
shall be determined on Policy A.
3. The unused portion, if any, of the maximum MNAR liability remaining
from Policy A, shall be carried over to Policy B adjusted by the ratio
of the REINSURER's Quota Share Percentage on Policy B divided by the
REINSURER's Quota Share Percentage on Policy A.
4. The calculation as described above shall move down through any
subsequent policies reinsured on the life as long as any unused
portion of the adjusted maximum MNAR liability remains. When the
adjusted maximum MNAR liability is used up, the REINSURER's liability
on the life drops to zero.
5. EXHIBIT VI - MAXIMUM MNAR EXPOSURE PER LIFE shall hereby be added to
this Agreement to illustrate the calculation described above.
II. SCHEDULE A, PLANS OF REINSURANCE, is hereby replaced by the attached
revised Schedule A, to change the attained age of the Vision roll-up
benefit from 81 to 85, as of the EFFECTIVE DATE of the Agreement.
III. SCHEDULE B, INVESTMENT FUNDS, is hereby replaced by the attached revised
Schedule B, to document revisions and additions to the fund offering as of
the dates shown.
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Yiji S. Starr Date: 3/16/09
---------------------------------
Yiji S. Starr,
Vice President and CFO
Attest: /s/ Anthony Teta
-----------------------------
Anthony Teta,
Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Keith E. Floman Date: 11.17.08
---------------------------------
Keith E. Floman,
Senior Vice President &
Chief Actuary
Attest: /s/ Julia Cornely
-----------------------------
Julia Cornely,
Assistant Vice President
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
EXHIBIT VI
MAXIMUM MNAR EXPOSURE PER LIFE
The examples below illustrate the calculation of the REINSURER's Maximum MNAR
Exposure Per Life.
(b) (d) (e) (f) (g) (h)
(a) Full (c) Reinsured Policy Maximum QS Adjusted Covered Covered
Policy Amount QS% Exposure Exposure Exposure Exposure Percentage
------ ------ --- ---------------- --------- ----------- --------- ----------
A 600,000 [*] [*] [*] [*] [*] [*]
B 600,000 [*] [*] [*] [*] [*] [*]
Sum [*] [*]
A 600,000 [*] [*] [*] [*] [*] [*]
B 600,000 [*] [*] [*] [*] [*] [*]
C 600,000 [*] [*] [*] [*] [*] [*]
D 600,000 [*] [*] [*] [*] [*] [*]
Sum [*] [*]
A 900,000 [*] [*] [*] [*] [*] [*]
B 200,000 [*] [*] [*] [*] [*] [*]
Sum [*] [*]
Key
(a) = Policies on a life in Issue Date order, Policy A having the earliest
Issue Date.
(b) = MNAR on the full Policy
(c) = Reinsured Quota Share pertaining to the Policy
(d) = (b) * (c)
(e) = Per Article I, Paragraph D of the Agreement
(f) = For Policy A, (e)
For Policy B, ((c) Policy B/(c). Policy A)* ((f) Policy A - (g) Policy
A),
with the same principles applying for any subsequent policies on the
life.
(g) = MIN ((d),(f))
(h) = ((g)/(d))
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
SCHEDULE A
PLANS OF REINSURANCE
A. REINSURER's Quota Share Percentage
[*] for policies issued July 1, 2001 through June 30, 2002
[*] for policies issued July 1, 2002 through June 30, 2003
B. Issue Dates:
New Policies issued on or after July 1, 2001
Contractholders may, at their sole discretion, elect, revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
60-day window) of the contract issue date. The election or termination of
any optional rider within the 60-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY will identify the
policies covered under the 60-day window will be retroactive premiums and
claims will be trued up accordingly. The CEDING COMPANY will identify the
policies covered under the 60- day window by submitting policyholder
information on a separate data from. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. (Note A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-look
period. There will be no limit for contracts that are still within their
statutory free-look period
C. GMDB (Contractual Death Benefit) Reinsured:
Venture Basic Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced for
withdrawals on a dollar-for-dollar basis. (See Note below.)
Venture Basic Benefit for issue ages 81-85
Return of net considerations; reduced for withdrawals on a
dollar-for-dollar basis. (See Note below.)
Venture Basic Benefit for issue ages 0-80
Rollup of attained age 85 subject to 200% of net considerations; return of
net considerations thereafter and reduced for withdrawals on a
dollar-for-dollar basis. (See Note below.)
Venture III Basic Benefit for issue ages 0-85
Return of Net considerations., reduced proportionately for withdrawals.
Venture III Optional Enhanced Benefit for issue ages 0-80
Annual Ratchet to attained age 81; frozen thereafter and reduced
proportionately for withdrawals.
Note: Effective only for new contracts issued on or after January 1, 2003,
the GMDB (Contractual Death Benefit) will be reduced proportionately for
withdrawals.
Continued
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
D. EEB (Contractual Death Benefit) Reinsured:
Venture and Venture III GEM rider for issue ages 0-69
40% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Venture and Venture III GEM rider for issues ages 70-85
25% of the contract earnings, where contract earnings are subject to a
maximum of 100% of net purchase payments.
Note:
- Partial withdrawals will reduce the GEM death benefit on a
proportional basis.
- Excluding the initial deposit, additional deposits made in the six (6)
months prior to death will not be included in determining the cap on
the total purchase payment not withdrawn
E. Spousal Continuances
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit, the Anniversary Values for all prior
Contract Anniversaries will be set to zero as of the date of the first
owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance.
a. this Agreement is open for new business as defined in Article XX,
Paragraph A, and
b. the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement
Continued
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
SCHEDULE A, PLANS OF REINSURANCE
(Continued)
F. Related Contracts:
Venture, Vision and Venture III Variable Annuity policy forms and
associated rider forms specified below
Wealthmark and Wealthmark ML3 versions of Venture and Venture III
distributed through Scudder (added October 7, 2002)
Policy Forms
VENTURE.001; VENTURE.001.94; VENTURE.001.98
VENTURE.003; VENTURE.003.98
VENTURE.004
VENTURE.005; VENTURE.005.98
VISION.001; VISION.001.94; VISION.001.98; VISION.002; VISION.002.98
VENTURE.100 (Consisting of: VENTURE.100.S01V00, VENTURE.100P01V00,
VENTURE.100P02V00, VENTURE.100P03V00, VENTURE.100P04V00,
VENTURE.100P05V00, VENTURE.100P06V00, VENTURE.100P07V00,
VENTURE.100P08V001, VENTURE.100P09V00, VENTURE.100P10V00,
VENTURE.100P11V001, VENTURE.100P12V00, VENTURE.100T01V00
GEM Rider Form
BR009.00; BR009.00G
Annual Step Rider Form
BR002.99; BR010.00; BR010.00G
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
AIM Capital Management, Inc.
All Cap Growth Trust
American Century Investment Management, Inc.
Small Company Trust (closed to new investors August 1, 2005; added May 3, 2004)
American Funds
Asset Allocation Trust (added May 1, 2007)
Blue Chip Income & Growth Trust (added May 5, 2003)
Bond Trust (added August 1, 2005)
Global Growth Trust (added May 1, 2007)
Global Small Cap Trust (added May 1, 2007)
Growth Trust (added May 5, 2007)
Growth-Income Trust (added May 5, 2003)
High Income Trust (added May 5, 2007)
International Trust (added May 5, 2003)
New World Trust (added May 1, 2007)
BlackRock (name changed September 30, 2006; formerly Mercury Advisors)
Large Cap Value Trust (added May 5, 2003)
Capital Guardian Trust Company ("CGTC")
Income & Value Trust
Overseas Equity Trust (added May 2, 2005)
US Large Cap Trust (name changed May 1, 2003; formerly US Large Cap Value)
Cleanbridge Advisors, LLC (name changed December 1, 2006, formerly Western Asset
Management Co; subadviser change May 1, 2006 from Salomon Brothers Asset
Management Inc. ("SaBAM"))
High Yield Trust (fund manager changed May 1, 2003; formerly managed by Miller
Ander Sher)
Special Value Trust (added May 5. 2003)
Strategic Bond Trust
US Government Securities Trust
Davis Advisors
Financial Services Trust
Fundamental Value Trust
Deutsche Asset Management Investment Services Ltd "DeAM" (added November 25,
2002)
All Cap Core Trust
Real Estate Securities Trust
Dimensional Financial Advisors
Disciplined Diversification (added June 2, 2008)
Fidelity Management & Research Company ("FMR")
Strategic Opportunities Trust
Grantham. Mayn. Van Otterloo & Co. LLC (GMO)
International Core Trust (name changed May 1, 2006, formerly International Stock
Trust; fund manager changed July 29, 2005, formerly managed by DeAM)
Independence Investment LLC
Small Cap Trust (added May 2, 2005)
Jennison Associates LLC
Capital Appreciation Trust
Legg Mason Funds Management, Inc.
Core Equity Trust (added May 3, 2004)
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
Page 1 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Lord, Abbett & Co. LLC
All Cap Value Trust (fund manager changed May 1, 2003; formerly managed by
Dreyfus)
Mid Cap Value Trust
Marsico Capital Management, LLC
International Opportunities Trust (added May 2, 2005)
Massachusetts Financial Services Company ("MFS")
Utilities Trust
MFC Global Investment Management (formerly known as Manufactures Advisor
Corporation)
500 Index Trust
Active Bond Trust (Fund Manager changed December 1, 2006, from Sovereign Asset
Management; was also sub-advised by Declaration Management & Research LLC)
American Fundamental Holdings Trust (added November 12, 2007)
American Global Diversification Trust (added November 12, 2007)
Emerging Growth Trust (a Fund Manager changed December 1, 2006, from Sovereign
Asset Management; subadviser change May 1, 2006 form MFC Global)
Franklin Templeton Founding Allocation Trust (added May 1, 2007)
High Income Trust (added May 1, 2007)
Index Allocation Trust (added February 13, 2006)
Lifestyle Aggressive Trust
Lifestyle Balanced Trust
Lifestyle Conservative Trust
Lifestyle Growth Trust
Lifestyle Moderate Trust
Mid Cap Index Trust
Money Market Trust
Pacific Rim Trust (name changed May 3, 2004; formerly Pacific Rim Emerging
Markets Trust)
Optimized All Cap Trust (name changed April 28, 2008; formerly Quantitative All
Cap Trust; added May 5, 2003)
Optimized Value Trust (name changed April 28, 2008; formerly Quantitative value
Trust; added May 3, 2004)
Small Cap Index Trust
Strategic Income Trust (Fund Manager Changed December 1, 2006, from Sovereign
Asset Management)
Total Stock Market Index Trust
Munder Capital Management & Invesco AIM (Invesco AIM added as co-subadvisor,
June 30, 2008)
Small Cap Opportunities Trust (added May 5, 2003)
Pacific Investment Management Company LLC ("PIMCO")
Global Bond Trust
PIMCO VIT All Asset Portfolio (added May 3, 2004)
Real Return Bond Trust (added May 5, 2003)
Total Return Trust
Pzena Investment Management LLC
Classic Value Trust (added May 3, 2004)
RCM Capital Management, LLC (subadviser change May 1, 2006 from Franklin
Advisers, Inc.)
Emerging Small Company Trust
SGAM
Principal Protection Trust A (added October 21, 2002)
State Street Global Advisers ("SSga")
International Equity Index Trust (added May 2, 2005)
John Hancock VST International Index (added May 3, 2004)
T. Rowe Price
Blue Chip Growth Trust
Capital Appreciation Value Trust (to be added June 2, 2008)
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective June 1, 2001
Amendment 16
Page 2 of 6
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
Equity-Income Trust
Health Science Trust
Mid Value Trust (added May 2, 2005)
Small Company Value Trust
T. Rowe Price/RCM Capital Management (RCM co-manager as of December 1, 2006)
Science & Technology Trust
Templeton Global Advisors Limited
Global Trust (name changed May 3, 2004; formerly Global Equity; fund manager
changed December 9, 2003; formerly managed by Putnam Investment Management)
Templeton Investment Counsel, LLC
International Small Cap Trust (fund manager changed May 1, 2003; formerly
managed by Founders)
International Value Trust
UBS Global Asset Management (name changed formerly Brinson)
Global Allocation Trust changed May 1, 2003; formerly Tactical Allocation Trust)
Large Cap Trust (added May 2, 2005)
Van Kampen Investments
Value Trust (fund manager changed May 1, 2003; formerly managed by Miller Ander
Sher)
Wellington Management Company, LLP
Core Allocation Plus (added June 2, 2008)
Investment Quality Bond Trust
Mid Cap Intersection Trust (added May 1, 2007)
Mid Cap Stock Trust
Natural Resources Trust (added May 5, 2003)
Small Cap Growth Trust (added May 2, 2005)
Small Cap Value Trust (added May 2, 2005)
Wells Capital Management, Inc.
Core Bond Trust (added May 2, 2005)
U.S. High Yield Bond Trust (added May 2, 2005)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Venture contracts with a 7 year CDSC (since
inception of the Agreement)
Three Year
Five Year
Seven Year
John Hanock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
Page 3 of 6
SCHEDULE B
INVESTMENT FUNDS
SECTION OF HISTORICAL CHANGES (FUNDS NO LONGER OFFERED)
AIM Capital Management, Inc.
Aggressive Growth Trust (merged April 29, 2005, into Mid Cap Stock Trust -
Wellington)
Mid Cap Core Trust (merged December 1, 2006, into MFC Mid Cap Index added May 5,
2003)
Capital Guardian Trust Company ("CGTC")
Diversified Bond Trust (merged April 29, 2005, into Active Bond Trust -
Declaration/John Hancock)
Small Company Blend Trust (merged April 29, 2005, into Small Cap Opportunities
Trust - Munder)
Cohen & Steers (replaced by DeAM November 25, 2002)
Real Estate Securities (see DeAM)
Davis (subadvisor changed June 27, 2008; formerly Grantham, Mayo, Van Otterloo
& Co. LLC (GMO)
U.S. Core Trust (merged November 7, 2008, into Davis, Fundamental Value, name
changed May 1, 2006; formerly Growth & Income Trust; fund manager changed July
29, 2005, formerly managed by Wellington)
Deutsche Asset Management Investment Services Ltd., "DeAM" (added November 25,
2002)
Dynamic Growth Trust (merged April 25, 2008, into Wellington Mid Cap Stock)
Fidelity Management & Research Company ("FMR")
Large Cap Growth Trust (merged May 1, 2006, into Capital Appreciation managed by
Jennison)
Overseas Trust (merged April 29, 2005, into International Value Trust -
Templeton)
Great Companies
America Trust - Series II (closed to new money and transfers May 3, 2004; added
August 4, 2003)
Investco
Telecommunications Trust (merged into Science & Technology Trust May 2, 2003 -
See T. Rowe Price)
Mid Cap Growth Trust (merged into Dynamic Growth Trust May 2, 2003 - See
DeAM)
Janus (replaced by DeAM November 25, 2002)
Dynamic Growth Trust (see DeAM)
Massachusetts Financial Services Company ("MFS")
Strategic Growth Trust (merged April 29, 2005, into US Global Leaders Growth
Trust - Sustainable Growth Advisors) Strategic Value Trust (merged December 1,
2006, into Black Rock Large Cap Value Trust; name changed May 1, 2003; formerly
Capital Opportunities Trust)
Merrill Lynch (closed to new business as of February 1, 2002)
ML Basic Value Focus Trust
ML Developing Capital Markets Trust
ML Special Value Focus Trust
MFC Global Investment Management
Balanced Trust (merged into Income & Value (Capital Guardian) May 3, 2004)
Quantitative Equity Trust (merged into US Large Cap (Capital Guardian) May 3,
2004)
Quantitative Mid Cap Trust (merged April 25, 2008, into MFC Mid Cap Index)
International Index Trust (closed to new money and transfers May 3, 2004)
Bowe Price - Flem (replaced by DeAM November 25, 2002)
International Stock Trust (see DeAM)
SsgA (replaced by DeAM November 25, 2002)
Growth Trust (name changed to All Cap Core Trust - see DeAM)
Sustainable Growth Advisers, LP
U.S. Global Leaders Growth Trust (merged April 25, 2008 into T. Rowe Blue Chip;
added May 3, 2004)
Internet Technologies managed by Munder (merged into Science & Technology Trust
May 2, 2003 - See T. Rowe Price)
Mid Cap Opportunities managed by Putnam (merged into Dynamic Growth Trust May 2,
2003 - See DeAM)
John Hancock Life (U.S.A.), Agreement No. 2001-47 (GMDB), Effective July 1, 2001
Amendment 16
Page 4 of 6
SCHEDULE B
INVESTMENT FUNDS
WEALTHMARK & WEALTHMARK ML3 VERSIONS OF VENTURE & VENTURE III
ADDED OCTOBER 7, 2002
VARIABLE FUNDS
Davis Selected Advisers, L.P.
Fundamental Value Trust (added May 3, 2007 as replacement for DWS Devis Venture
Value VIP)
Declaration Management & Research LLC
JHT Active Bond Trust (added May 3, 2007, as replacement for DWS High Income VIP
and DWS Strategic Income VIP)
JHT Bond Index Trust (added May 3, 2007, as replacement for DWS Bond VIP)
Deutsche Investment Management Americas Inc.
JHT All Cap Core Trust (added May 3, 2007, as replacement for Alger Leveraged
AllCap Portfolio)
JHT Real Estate Securities Trust (added May 3, 2007, as replacement for DWS
RREEF Real Estate Securities VIP)
John Hancock Trust (added May 1, 2006)
Lifestyle Aggressive
Lifestyle Balanced
Lifestyle Conservative
Lifestyle Growth
Lifestyle Moderate
MFC Global Investment Management (U.S.A.) Limited
American Fundamental Holdings Trust (added November 12, 2007)
American Global Diversification Trust (added November 12, 2007)
JHT 500 Index Trust B (added May 3, 2007, as replacement for DWS Capital Growth
VIP, DWS Growth and Income VIP and DWS Equity 500 Index VIP)
JHT Index Allocation Trust (added May 3, 2007, as replacement for Alger American
Balanced Portfolio, DWS Balanced VIP DWS Mid Cap Growth VIP, and DWS Turner
MidCap Growth VIP)
JHT Mid Cap Index Trust (added May 3, 2007 as replacement for MidCap Stock
Portfolio)
JHT Money Market Trust (added May 3, 2007, as replacement for DWS Government &
Agency Securities VIP and DWS Money Market (VIP)
JHT Quantitative All Cap Trust (added May 3, 2007, as replacement for Dreyfus
Socially Responsible Growth Fund Inc., DWS Dreman High Return Equity VIP, and
DWS Janus Growth and Income VIP)
JHT Quantitative Mid Cap Trust (added May 3, 2007)
JHT Quantitative Value Trust (added May 3, 2007, as replacement for DWS Large
Cap Value VIP)
JHT Small Cap Index Trust (added May 3, 2007, as replacement for DWS Dreman
Small Mid Cap Value VIP and DWS Small Cap Growth VIP)
JHT Total Stock Market Index Trust (added May 3, 2007, as replacement for AIM
V.I. Utilities Fund, DWS Blue Chip VIP, DWS Health Care VIP, and DWS Technology
VIP)
SSgA Funds Management, Inc.
JHT International Equity Index Trust (added May 3, 2007, as replacement for DWS
International Select Equity VIP Credit Suisse Trust Emerging Markets Portfolio
and Credit Suisse Trust Global Small cap Portfolio)
Templeton Global Advisors Limited
JHT Global Trust (added May 3, 2007, as replacement for DWS Global Thematic VIP
and DWS Global Opportunities VIP)
Templeton Investment Counsel, LLC
JHT International Value Trust (added May 3, 2007, as replacement for DWS
International VIP)
FIXED FUNDS
One Year
DCA Twelve Month
DCA Six Month
Additional Fixed Funds available to Wealthmark contracts with a 7 year CDSC
(since October 7, 2002)
Three Year
Five Year
Seven Year
John Hancock Life (U.S.A.) Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
Amendment 16
Page 5 of 6
SCHEDULE B
INVESTMENT FUNDS
SECTION OF HISTORICAL CHANGES (FUNDS NO LONGER OFFERED)
Scudder Variable Series I (Class B Shares)
21st Century Growth Portfolio (merged April 29, 2005, into Scudder Small Cap
Growth)
DWS (formerly Scudder variable Series II (Class B Shares)
DWS Conservative Allocation VIP (replaced May 3, 2007 by JHT Lifestyle Moderate
Trust)
DWS Core Fixed Income VIP (name changed May 1, 2006, formerly Fixed Income; name
changed May 1, 2003, formerly Investment Grade Bond Portfolio)
DWS Dreman Financial Services VIP (merged September 15, 2006 into Dreman High
Return Equity)
DWS Growth Allocation VIP (replaced May 3, 2007, by JHT Lifestyle Growth Trust)
DWS Income Allocation VIP (merged September 15, 2006, into DWS Conservative
Allocation; name changed May 1, 2006; formerly Conservative Income Strategy
Portfolio, added August 1, 2004)
DWS Janus Growth Opportunities VIP (merged December 8, 2006 into DWS Capital
Growth VIP)
DWS Mercury Large Cap Core VIP (merged December 8, 2006, into DWS Growth &
Income VIP; added November 15, 2004)
DWS MFS Strategic Value VIP (merged September 15, 2006, into Dreman High Return
Equity)
DWS Moderate Allocation VIP (replaced May 3, 2007 by JHT Lifestyle Balanced
Trust)
DWS Oak Strategic Equity VIP (merged December 8, 2006 into DWS Capital Growth
VIP)
DWS SBAM Dynamic Growth VIP (Fund was reassigned to Wellington in 2008 and
merged effective 4/25/2008 into Wellington Mid Cap Stock fund manager changed
August 1, 2005; formerly managed by INVESCO)
DWS Templeton Foreign Value VIP (merged December 8, 2006 into DWS International
VIP; added November 15, 2004)
Eagle Focused Large Cap Growth Portfolio (merged April 29, 2005, into Scudder
Capital Growth)
Focus Value + Growth Portfolio (merged April 29, 2005, into Scudder Growth &
Income)
Growth Portfolio (merged April 29, 2005, into Scudder Capital Growth)
Legg Mason Aggressive Growth Portfolio (merged December 8, 2006 into DWS Capital
Growth)
John Hancock Life (U.S.A.) Agreement No. 2001-47 (GMDB)
Effective July 1, 2001
Amendment 16
Page 6 of 6
