EXHIBIT (b)(8)(d)
A G R E E M E N T
AGREEMENT, dated as of November 1, 1991, between Xxxxxxx Xxxxx
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Variable Series Fund, Inc., a Maryland corporation (the "Company"), and Xxxxxxx
Xxxxx Life Insurance Company, a State of Arkansas corporation ("Xxxxxxx Xxxxx
Life").
WHEREAS, through Xxxxxxx Xxxxx Funds Distributor, Inc. (the
"Distributor"), the Company proposes to issue to Xxxxxxx Xxxxx Life shares of
the Common Stock of the Company's Reserve Assets Fund (the "Shares");
WHEREAS, it is anticipated that on any particular day on which the net
asset value per share of the Shares is determined, the net income of the Reserve
Assets Fund (the "Fund") may be negative; and
WHEREAS, if the net income of the Fund is negative, it may be
necessary to reduce the number of outstanding Shares and, accordingly, it may be
necessary for Xxxxxxx Xxxxx Life to return to the Company a certain number of
Shares held by it to effect such reduction;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto hereby agree:
1. The Company shall cause the Distributor to sell the Shares to
Xxxxxxx Xxxxx Life.
2. As long as it shall be the intention of the Company to
maintain the net asset value per share of the Fund at $1.00, on any day on which
(a) the net asset value per share of the Shares is determined, (b) Xxxxxxx Xxxxx
Asset Management, Inc. ("MLAM") determines, in the manner described in the then
current Prospectus of the Company (the "Prospectus"), that the net income of the
Fund on such day is negative, and (c) MLAM delivers a certificate to the
Transfer Agent (as defined in the Prospectus) setting forth the reduction in the
number of outstanding Shares to be effected as described in the Prospectus in
connection with such determination, Xxxxxxx Xxxxx Life agrees to return to the
Company its pro rata share of the number of Shares to be reduced and agrees
that, upon delivery of such certificate, (a) its ownership interest in the
Shares so to be returned shall immediately cease, (b) such Shares shall be
deemed to have been cancelled and to be no longer outstanding, and (c) all
rights in respect of such Shares shall cease.
3. It is hereby agreed that, notwithstanding that the
Distributor no longer sells Shares to Xxxxxxx Xxxxx Life, as long
as Xxxxxxx Xxxxx Life shall hold Shares, it shall be bound by the terms of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
XXXXXXX XXXXX VARIABLE SERIES
FUNDS, INC.
By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
Attest:
/s/ XXXXXXX X. XXXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxxx
XXXXXXX XXXXX LIFE INSURANCE
COMPANY
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Attest:
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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