WESTERN CAPITAL SPECIALTY MANAGERS TRUST
and
WESTERN CAPITAL VARIABLE ADVISORS CORP.
and
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Agreement dated as of December 28, 1988, (the "Agreement"),
by and among Western Capital Specialty Managers Trust ("Trust"),
Western Capital Variable Advisors Corp. ("Western Capital") and
Golden American Life Insurance Company ("Golden American"), on
its own behalf and on behalf of any separate accounts of Golden
American shown on Exhibit A hereto (the "Variable Accounts").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940
("ICA"), as amended, and shares of the portfolios of the Trust
are registered under the Securities Act of 1933 ("Securities
Act") as amended, and the Trust will initially consist of seven
separate series; and
WHEREAS, shares of the series of the Trust shown on Exhibit
B ("Series") will be sold to the Variable Accounts to fund
benefits under variable life insurance policies which may
include variable life insurance policies classified as modified
endowment contracts, and variable annuity contracts (all of such
life insurance policies and annuity contracts referred to
collectively as the "Policies") to be issued by Golden American
through the Variable Accounts after the Trust's Registration
Statement is declared effective by the Securities and Exchange
Commission ("SEC"); and
WHEREAS, Western Capital will act as the Trust's Manager,
pursuant to a Management Agreement, a copy of which is attached
hereto as Exhibit C, to be entered into by Western Capital and
the Trust; and
WHEREAS, Western Capital is, and for the duration of this
Agreement, will remain if required by applicable law, duly
registered as an investment adviser under the Investment
Advisers Act of 1940.
NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants hereinafter set forth, the parties
hereby agree as follows:
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1. Western Capital and the Trust will take all such actions
as are necessary to permit the sale of the shares of
each Series to the Variable Accounts including, but not
limited to, organization of the Trust, as a
Massachusetts business Trust and registration of the
Trust under the ICA and registration of the shares of
each Series under the Securities Act. Western Capital
and the Trust shall amend the Registration Statement for
the Trust from time to time as required in order to
effect the continuous offering of shares of each Series
of the Trust. The Trust's responsibility to make shares
of the Series available to the Variable Accounts shall
be governed by the Settlement Agreement among the Trust,
the Variable Accounts and Western Capital; Financial
Group.
2. Western Capital will pay, on behalf of the Trust, all
expenses of the Trust incurred on or prior to the
commencement of operations of the Trust, including, but
not limited to, legal fees, auditing fees, SEC
registration fees, and organizational fees, that are
determined to be "organizational costs" of the Trust
(the "Organizational Costs").
3. Such Organizational Costs will be recovered by Western
Capital from the Trust over a period not less than five
years.
4. Golden American agrees that prior to the effective date
of the Registration Statement for the Trust, Golden
American or an affiliate shall invest $100,000 in the
Trust subject to the understanding that at such time
Golden American or its affiliate has no current
intention of reselling the shares so acquired. All
redemptions by Golden American or its affiliate of any
part of its investment in the Trust will be effected in
accordance with any applicable legal standards.
5. With respect to any of the Policies funded by the
Variable Accounts, Golden American agrees as follows:
a. That any prospectus offering a life insurance
contract funded by one of the Variable Accounts where
it is reasonable probable that such contract would be a
"modified endowment contract," as that term is defined
in Section 7702A of the Internal Revenue Code of 1986,
as amended (the "Code"), will identify such a contract
as a modified endowment contract (or policy); and
b. That Golden American will take all necessary steps
to ensure that any contract (or policy), including life
insurance policies classified as modified
endowment
3
contracts, and funded by one of the Variable Accounts,
will qualify as a life insurance contract under Section
7702 of the Code, and Golden American will immediately
notify the Trust and Western Capital upon having a
reasonable basis for believing that the Policies have
ceased to be so treated or that they might not be so
treated in the future; and
c. That Golden American will take all necessary steps
to ensure that any contract described n its prospectus
as a annuity and funded by one of the Variable Accounts
will qualify as an annuity under Section 72 of the
Code.
6. Golden American will take all necessary steps to ensure
that the Policies will be registered under the
Securities Act during the term of this Agreement and
that the Policies will be issued in compliance with all
applicable federal and state laws.
Golden American shall amend the Registration Statements
respecting the Policies from time to time as required to
effect the continuous offerings of the Policies. Golden
American represents and warrants that it is an insurance
company duly organized and in good standing under
Minnesota law, that it has established each Variable
Account shown on Exhibit A as a duly organized, validly
existing segregated asset account, established by
resolutions of the Board of Directors of Golden
American; and that the Variable Accounts are, and will
be during the term if this Agreement, duly registered
unit investment Trusts under the ICA to serve as
segregated investment accounts for the Policies. Golden
American will pay all expenses in connection with
organizing the Variable Accounts, developing the
Policies and preparing and filing with the SEC
Registration Statements for the Policies, obtaining
authorizations to offer the Policies in the various
states and other initial expenses associated with the
Policies.
7. Golden American shall vote shares of each Series of the
Trust held in a Variable Account or a division thereof
at regular and special meetings of the Trust in
accordance with instructions timely received by Golden
American (or its designated agent) from owners of
Policies funded by such Variable Accounts or division
thereof having a voting interest in the Series. Golden
American shall vote shares of a Series of the Trust held
in a Variable Account or a division thereof that are
attributable to the Policies as to which no timely
instructions are received, as well as shares not
attributable to the Policies and owned beneficially by
Golden American in the same proportion as the votes cast
by owners of the Policies funded by that Variable
Account or division thereof having a voting interest in
the Series from whom instructions have been timely
received. Golden American shall vote shares of each
Series of the Trust held in its general account, if any,
in the same proportion as the votes cast with respect to
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shares of the Series held in all Variable Accounts of
Golden American or divisions thereof, in the aggregate.
In the event of a shareholder meeting, Golden American
agrees to provide the Trust and/or Western Capital with
a list of the names and addresses of owners of the
Policies within five (5) days of receipt of a written
request for such list. The party requesting such list
shall bear the reasonable cost incurred by Golden
American in preparing and providing such list, which
shall be paid upon delivery of the list. Golden
American further agrees to provide notice to the Trust
and to Western Capital if Golden American or an
affiliate has reason to know about a meeting of owners
of the Policies or shares of the Trust. In the event
that a vote of shareholders of the Trust is held prior
to the sale of any Policies, Golden American or its
affiliate will vote shares of the Trust acquired with
its investment of $100,000 an any other amounts invested
for initial capitalization as instructed by Western
Capital.
8. Western Capital and the Trust will use reasonable
efforts to manage each Series of the Trust so that each
such Series will qualify as a "Regulated Investment
Company" under Subchapter M of the Code and will use
reasonable efforts to maintain such qualification and
will notify Golden American immediately upon having a
reasonable basis for believing that the Trust (or any
Series thereof) has ceased to so qualify or might not so
qualify in the future. Golden American shall also
notify the Trust and Western Capital immediately upon
having a reasonable basis for believing that the Trust
(or any Series thereof) has ceased to qualify as a
Regulated Investment Company or might not so qualify in
the future, PROVIDED HOWEVER, that Golden American's
agreement to notify Western Capital and the Trust with
respect to any matter contained in this paragraph will
in no way alleviate or relive Western Capital's and the
Trust's responsibility under this Section 8.
9. Western Capital and the Trust will take all necessary
steps to ensure that the Trust (and each Series thereof)
will comply with the diversification provisions of
Section 817(h) of the Code and the regulations issued
thereunder relating to the diversification requirements
for variable life insurance policies and variable
annuity contracts and any prospective amendments or
other modifications to Section 817 or regulations
5
thereunder and will notify Golden American immediately
upon having a reasonable basis for believing that the
Trust (or any Series thereof) has ceased to comply.
Golden American shall notify the Trust and Western
Capital immediately upon having a reasonable basis for
believing that the Trust (or any Series thereof) has
ceased to comply with the diversification provisions of
Section 817(h) of the Code or the regulations issued
thereunder and any prospective amendments or other
modifications to Section 817 or regulations thereunder,
PROVIDED HOWEVER, that Golden American's agreement to
notify Western Capital and the Trust with respect to the
above matter contained in this Section 9 will in no way
alleviate or relieve Western Capital's and the Trust's
responsibility under this Section 9.
Western Capital or the Trust or both of them shall be
entitled to receive and act upon advice of counsel to
Western Capital or the Trust to meet the requirements
specified in Sections 8 and 9 and shall be without
liability for any action taken or a thing done (or for
any omission to act) in reliance upon such advice.
Golden American shall promptly notify the Trust and
Western Capital of any pertinent changes, modifications
to, or interpretations of Section 817(h) of the Code and
the regulations issued thereunder and any successor
thereto, or any prospective amendments or other
modifications to Section 817 or regulations thereunder.
For purposes of monitoring whether the Trust and the
Variable Accounts are eligible for the start-up period
during which the Variable Accounts shall be considered
to be adequately diversified under paragraph (c)(2)(i)
of Tres. Reg. SS 1.817-5T (or any successor thereof),
Golden American shall monitor amounts allocated to the
Variable Accounts or (divisions thereof) ("Allocated
Amounts") by owners of Policies funded by the Variable
Accounts (or divisions thereof) during the first year
after any amount received under one of the Policies is
first allocated to any Variable Account (or division
thereof) ("First Year") to ensure that no more than
thirty (30) percent of the amount allocated to any
Variable Account (or division thereof), as of any date
during such year, is attributable to premium and
investment income that was received more than one year
before such date (the percentage of such Allocated
Amount being referred to hereafter as the "Old Money
Percentage"). For this purpose, premium income and
investment income shall be treated as received as
provided in Tres. Reg. SS 1.817-5(T) (or any
successor
6
thereto) or other applicable law and determination under
this provision shall be made consistent with Tres. Reg.
SS 1.817-5T(c)(2) or any successor thereto.
Golden American will notify Western Capital immediately
in the event that the Old Money Percentage equals or
exceeds twenty (20) percent as of any date during the
First Year, determined as prescribed above; and in the
event that the Old Money Percentage equals or exceeds
thirty (30) percent during the First Year, shall notify
Western Capital and the Trust immediately and advise
such parties that the Variable Accounts shall no longer
be considered adequately diversified during the First
Year under paragraph (c)(2)(i) of Regulation 1.817-5T.
Golden American agrees that Western Capital and the
Trust shall not be liable for failure to meet their
responsibilities under this Section 9 during the First
Year if Golden American fails to comply with the
monitoring and notice responsibilities specified in this
Section 9.
10. The Trust and Western Capital agree that separate
accounts of Golden American and of other insurance
companies acceptable to the Trust and Western Capital
will have the right to purchase and sell shares of the
Series of the Trust. The Variable Accounts agree that
they will invest only in shares of the Trust.
11. Western Capital and the Trust will provide Golden
American and its auditors with any information it may
reasonable request, and with access to such books and
records that relate to the ordinary operating expenses
of the Trust.
12. The Trust will not sell or permit the sale of shares of
the Trust to separate accounts of life insurance
companies that are not affiliates of Golden American
without first obtaining an appropriate exemptive order
from the SEC, unless the rules under the ICA are amended
to permit "shared funding" without first obtaining
individual exemptive relief. With respect to serving as
the common investment vehicle for (1) both variable
annuity contracts and variable life insurance policies,
or (2) for variable life insurance policies of one
insurer and variable life insurance policies and/or
variable annuity contracts of another insurer, the
parties agree to comply with any conditions imposed
under any exemptive order issued by the Securities and
Exchange Commission, or as specified in Rule 6e-2, or
Rule 6e-3(T) under the ICA, or, if permanently adopted,
Rule 6e-3, as amended, whichever is applicable.
13. Each party hereto shall cooperate with each other party
and all appropriate governmental authorities having
jurisdiction (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit
7
such authorities reasonable access to its books and
records in connection with any investigation or inquiry
relating to this Agreement or the transactions
contemplated hereby.
Golden American agrees that neither it nor any of its
affiliates shall give any information or make any
representations or statements on behalf of the Trust or
concerning the Trust in connection with the offer or
sale of the Policies other than the information or
representations contained in the Registration Statement
for the Trust's shares, as such Registration Statement
may be amended or supplemented from time to time, or in
reports or proxy statements for the Trust, or in sales
literature or other promotional material approved by the
Trust or Western Capital, except with the written
permission of the Trust or Western Capital.
Western Capital agrees that neither it nor any of its
affiliates shall give any information or make any
representations or statements on behalf of the Policies
or concerning the Policies in connection with the offer
or sale, other than the information or representations
contained in the Registration Statement for the
Policies, as such Registration Statement may be amended
or supplemented from time to time, or in reports for the
Polices or in sales literature or other promotional
material approved by Golden American or its affiliates,
except with the written permission of Golden American or
its affiliates.
14. Western Capital shall, at its own expense, or if
appropriate, the expense of the Trust, provide Golden
American with at least three complete copies of all
registration statements, prospectuses, statements of
additional information, sales literature and other
promotional materials, applications for exemptions,
request for no-action letters, and any and all
amendments to the foregoing, that relate to the Trust or
its shares, promptly after the filing of such document
with the SEC or other regulatory authorities or the
submission of such document to the SEC staff whichever
is applicable.
Golden American or its affiliate shall, at its own
expense, or if appropriate, the expense of the Trust,
provide Golden American with at least three complete
copies of all registration statements, prospectuses,
statements of additional information, sales literature
and other promotional materials, applications for
exemptions, request for no-action letters, and any and
all amendments to the foregoing, that relate to the
Policies promptly after the filing of such document with
the SEC or other regulatory authorities or the
submission of such document to the SEC staff whichever
is applicable.
8
15. (a) Subject to the limitations of subparagraphs (b)and (c)
of this Section 17 of this Agreement, Western Capital
agrees to indemnify and hold harmless Golden American
and each of its directors, officers, and employees and
each person, if any, who controls Golden American within
the meaning of Section 15 of the Securities Act
(collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of
Western Capital) or litigation expenses (including legal
and other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions in respect thereof)
or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure by
Western Capital to provide the services and furnish the
materials under the terms of this Agreement to which it
is subject (including a failure to meet its
responsibilities under Sections 8 and 9 of this
Agreement); or (ii) arise out of or result from any
material breach of any representation or warranty made
by Western Capital in this Agreement or arise out of or
result from any other material breach of this Agreement
by Western Capital.
(b) Western Capital shall not be liable under Section 15(a)
of this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Golden American or
the Variable Accounts, whichever is applicable.
(c) Western Capital shall not be liable under Section 15(a)
of this Agreement with respect to any claim made against
an Indemnified Party unless such Indemnified Party shall
have notified Western Capital in writing within a
reasonable time after the summons or other first legal
process giving the information of the nature of the
claim shall have been served upon such Indemnified Party
(or after such Indemnified Party shall have received
notice of such service on any designated agent), but
failure to notify Western Capital of any such claims
9
shall not relieve Western Capital from any liability
which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of
Section 15(a) of this Agreement. In case any action is
brought against the Indemnified Parties, Western Capital
will be entitled to participate, at its own expense, in
the defense thereof. Western Capital also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action, and,
after notice to such party Western Capital's election to
assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel
retained by it, Western Capital shall not be liable to
such party under this Agreement for any legal or other
expenses subsequently incurred by such party
independently in connection with the defense thereof
other than reasonable costs of investigation.
(d) Subject to the limitations of subparagraphs (e) and (f)
of this Section 15 of this Agreement, the Trusts agrees
to indemnify and hold harmless Golden American and each
of its directors, officers, and employees and each
person, if any, who controls Golden American within the
meaning of Section 15 of the Securities Act
(collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of
the Trust) or litigation expenses (including legal and
other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions in respect thereof)
or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure of the
Trust to provide the services and furnish the materials
under the terms of this Agreement to which it is subject
(including a failure to meet its responsibilities under
Sections 8 and 9 of this Agreement); or (ii) arise out
of or result from any material breach of any
representation or warranty made by the Trust in this
Agreement or arise out of or result from any other
material breach of this Agreement by the Trust.
(e) The Trust shall not be liable under Section 15(d) of
this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
10
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Golden American or
the Variable Accounts, whichever is applicable.
(f) The Trust shall not be liable under Section 15(d) of
this Agreement with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall
have notified the Trust in writing within a reasonable
time after the summons or other first legal process
giving the information of the nature of the claim shall
have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of
such service on any designated agent), but failure to
notify the Trust of any such claims shall not relieve
the Trust from any liability which it may have to the
Indemnified Party against whom such action is brought
otherwise than on account of Section 15(d) of this
Agreement. In case any action is brought against the
Indemnified Parties, the Trust will be entitled to
participate, at its own expense, in the defense thereof.
the Trust also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in
the action, and, after notice to such party the Trust's
election to assume the dense thereof, the Indemnified
Party shall bear the fees and expenses of any additional
counsel retained by it, Western Capital shall not be
liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party
independently in connection with the defense thereof
other than reasonable costs of investigation.
16. (a) Subject to the limitations of subsections (b) and
(c) of this Section 16 Golden American agrees to
indemnify and hold harmless Western Capital and the
Trust and each of its Trustees, directors, officers, and
employees and each person, if any, who controls Western
Capital or the Trust within the meaning of Section 15
of the Securities Act (collectively, the "Indemnified
Parties") against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with
the written consent of Golden American) or litigation
expenses (including legal and other expenses) to which
the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities, or expenses (or
actions in respect thereof) or settlements are related
11
to the operation of the Variable Account or Trust, and:
(i) arise as a result of any failure of Golden American
or any of its affiliates to provide the services and
furnish the materials under the terms of this Agreement
to which it is subject (including a failure to meet its
responsibilities under Sections 5 and 9 of this
Agreement); or (ii) arise out of or result from any
material breach by Golden American or any of its
affiliates of any representation or warranty made by
Golden American in this Agreement by Golden American or
arise out of or result from any other material breach of
this Agreement by Golden American or any of its
affiliates.
(b) Golden American shall not be liable under Section 16 of
this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Western Capital or
the Trust, whichever is applicable.
(c) Golden American shall not be liable under Section 16
with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified
Golden American in writing within a reasonable time
after the summons or other first legal process giving
the information of the nature of the claim shall have
been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such
service on any designated agent), but failure to notify
Golden American of any such claim shall not relieve
Western Capital or its affiliates from any liability
which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of
Section 16 of this Agreement. In case any action is
brought against the Indemnified Parties, Golden American
will be entitled to participate, at its own expense, in
the defense thereof. Golden American also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action, and,
after notice to such party Golden American's election to
assume the dense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel
retained by it, Golden American shall not be liable
to
12
such party under this Agreement for any legal or other
expenses subsequently incurred by such party
independently in connection with the defense thereof
other than reasonable costs of investigation.
17. Each party of this Agreement agrees to promptly notify
the other parties of the commencement of any litigation
or proceedings against it or any of its officers,
Trustees, directors or employees in connection with this
Agreement, the issuance or sale of the Policies, the
operation of a Variable Account, or the sale or
acquisition of shares of the Trust.
18. This Agreement may be terminated without cause by any of
the parties upon giving one hundred and twenty (120)
days' written notice of to the other parties, PROVIDED
HOWEVER, that if any party fails to carry out its
responsibilities enumerated under this Agreement in any
material respect, the other parties shall have the right
to terminate this Agreement immediately and further
provided, in the event the Trust is made available to
separate accounts of insurance companies other than
Golden American, that if a majority of the disinterested
Trustees determine that an irreconcilable material
conflict exists among the contract owners and
policyowners segregated asset accounts or the interests
of persons for which the Trustees are required to
monitor under the conditions referred to in Section 12
of this Agreement, then any party shall have the right
to terminate this Agreement immediately. Upon
termination of this Agreement, all authorizations,
rights and obligations under this Agreement, except for
the provisions contained in Sections 15 and 16 hereof,
shall cease.
19. Unless earlier terminated pursuant to Section 18 hereof,
this Agreement shall remain in effect for a one year
period beginning on its date of execution and will
continue thereafter in effect from year to year. Upon
termination of this Agreement, all authorizations,
rights and obligations impose on the parties under this
Agreement except for the indemnification provisions
contained in Section 15 and 16 above shall cease. The
parties further agree that in the event of a termination
of this Agreement, each party shall cooperate with the
other parties to ensure that existing policy owners will
not suffer any adverse consequences resulting from such
termination.
20. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws
of the State of New York.
13
21. This Agreement shall be subject to the provisions of the
Securities Act, the Securities Exchange Act of 1934 and
the ICA and the rules, regulations and rulings
thereunder, including such exemptions from those
statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in
accordance therewith. The term "affiliate" as used in
this Agreement shall mean an "affiliated person" as
defined in Section 2(a)(3) of the Investment Company
Act. This Agreement may not be assigned by any party
without the written consent of the other parties to this
Agreement.
22. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby.
23. Any notice shall be sufficiently given when sent by
registered or certified mail to the other parties at the
address of such parties set fort below or at such other
address as such party may from time to time specify in
writing to the other parties:
To: Golden American Life Insurance Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
To: Western Capital Specialty Managers Trust
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Dechert Price & ▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
To: Western Capital Variable Advisors Corp.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
24. The rights remedies and obligations contained in this
Agreement are cumulative and are in addition to any and
all rights, remedies and obligations, at law or in
equity, which the parties hereto are entitled to under
state or federal laws.
25. A copy of the Trust's Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts.
The Declaration of Trust has been executed on behalf of
the Trust by certain Trustees in their capacity as
Trustees of the Trust and not individually. The
obligations of this Agreement shall be binding upon the
assets and property of the Trust and shall not be
14
binding upon any Trustee, Officer, employee or
shareholder of the Trust individually.
15
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
WESTERN CAPITAL VARIABLE ADVISORS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
GOLDEN AMERICAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Secretary
16
GOLDEN AMERICAN LIFE INSURANCE COMPANY
on behalf of the Variable Accounts
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Secretary
EXHIBIT A TO
ORGANIZATIONAL AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
and
WESTERN CAPITAL VARIABLE ADVISORS CORP.
and
GOLDEN AMERICAN LIFE INSURANCE COMPANY
The Western Capital Specialty Managers Separate Account A
The Western Capital Specialty Managers Separate Account B
EXHIBIT B TO
ORGANIZATIONAL AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
and
WESTERN CAPITAL VARIABLE ADVISORS CORP.
and
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Multiple Allocation Series
Fully Managed Series
Limited Maturity Bond Series
Natural Resources Series
Real Estate Series
All-Growth Series
Liquid Asset Series
