Exhibit 8 (o)
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this ______day of ______ 2003 by
and between STI CLASSIC VARIABLE TRUST, an unincorporated business trust formed
under the laws of Massachusetts (the "Trust"), SEI INVESTMENTS DISTRIBUTION CO.,
a Pennsylvania corporation (the "Distributor"), and ALLSTATE LIFE INSURANCE
COMPANY, a Illinois company (the "Company "), on its own behalf and on behalf of
each separate account of the Company identified herein.
WHEREAS, the Trust is a series-type mutual fund offering shares of beneficial
interest (the `Trust shares"), consisting of one or more classes of separate
series ("Series") of shares (`Series shares"), each such series representing an
interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the Trust was established for the purpose of serving as an
investment vehicle for insurance company separate accounts supporting variable
annuity contracts and variable life insurance policies to be offered by
insurance companies; and
WHEREAS, the Distributor has the exclusive right to distribute
shares of the Trust to qualifying investors; and
WHEREAS, the Company desires that the Trust serve as an investment
vehicle for a certain separate account(s) of the Company and the Distributor
desires to sell shares of certain Series to such separate account(s);
NOW, THEREFORE, in consideration of their mutual promises, the Trust
and the Company agree as follows:
ARTICLE I. Additional Definitions
1.1 "Account" - the separate account of the Company described more specifically
in Schedule 1 to this Agreement. If more than one separate account is so
described, the term shall refer to each separate account.
1.2 "Business Day" - each day that the Trust is open for business as provided
in the Trust Prospectus
1.3 "Code" - the Internal Revenue Code of 1986, as amended.
1.4 "Contracts" - the class or classes of variable annuity contracts and
variable life insurance policies issued by the Company and described more
specifically on Schedule 2 to this Agreement.
1.5 "Contract Owners " - the owners of the Contracts, as distinguished from all
Product Owners.
1.6 "Participating Account" - a separate account investing all or a portion of
its assets in the Trust, including the Account.
1.7 "Participating Insurance Company" - any insurance company investing in the
Trust on its behalf or on behalf of a Participating Account, including the
Company.
1.8 "Products" - variable annuity contracts and variable life insurance
policies supported by Participating Accounts investing assets attributable
thereto in the Trust, including the Contracts.
1.9 "Product Owners " - owners of Products, including Contract Owners.
1.10 "Prospectus" - with respect to the Trust shares or a class of Contracts,
each version of the definitive prospectus or supplement thereto filed with
the SEC pursuant to Rule 497 under the 1933 Act. Each such version provided
or made available shall have been filed with the SEC. With respect to any
provision of this Agreement requiring a party to take action in accordance
with a Prospectus, such reference thereto shall be deemed to be to the
version last so filed prior to the taking of such action. For purposes of
Article VIII, the term " Prospectus" shall include any statement of
additional information incorporated therein.
1.11 "Registration Statement" - with respect to the Trust Shares or a class of
Contracts, the registration statement filed with the SEC to register the
securities issued thereby under the 1933 Act, or the most recently filed
amendment thereto, in either case in the form in which it was declared or
became effective. The Contract Registration Statement is described more
specifically on Schedule 2 to this Agreement. The Trust Registration
Statement was filed on Form N-1A (File No. 33-80158).
1.12 "1940 Act Registration Statement" - with respect to the Trust or the
Account, the registration statement filed with the SEC to register such
person as an investment company under the 1940 Act, or the most recently
filed amendment thereto. The Account 1940 Act Registration Statement is
described more specifically on Schedule 1 to this Agreement. The Trust 1940
Act Registration Statement was filed on Form N-1A (File No. 811-8562).
1.13 "Statement of Additional Information" - with respect to the Trust or a
class of Contracts, each version of the definitive statement of additional
information or supplement thereto filed with the SEC pursuant to Rule 497
under the 0000 Xxx.
1.14 " SEC - the Securities and Exchange Commission.
1.15 " 1933 Act" - the Securities Act of 1933, as amended.
1.16 " 1940 Act" - the Investment Company Act of 1940, as amended.
ARTICLE II. Sale of Trust Shares
2.1. The Trust has granted to the Distributor exclusive authority to distribute
the Trust's shares, and has agreed to instruct, and has so instructed, the
Distributor to make available to the Company for purchase on behalf of the
Account, Trust shares of those Series so selected by the Distributor.
Pursuant to such authority and instructions, and subject to Article X
hereof (Terminations), the Distributor agrees to make available to the
Company for purchase on behalf to the Account, shares of those Series
listed on Schedule 3 to this Agreement, such purchases to be effected at
net asset value in accordance with Section 2.3 of this Agreement.
Notwithstanding the foregoing, (i) Trust Series (other than those listed on
Schedule 3) in existence now or that may be established in the future will
be made available to the Company only as the Distributor may so provide,
and (ii) the Board of Directors of the Trust (the "Trust Board") may
suspend or terminate the offering of Trust shares of any Series or class
thereof, if such action is required by law or by regulatory authorities
having jurisdiction or if in the sole discretion of the Trust Board acting
in good faith and in light of its fiduciary duties under Federal and any
applicable state laws, suspension or termination is necessary in the best
interests of the shareholders of any Series (it being understood that "
shareholders" for this purpose shall mean Product Owners).
2.2. The Trust shall redeem, at the Company's request, any full or fractional
Series shares held by the Company on behalf of the Account, such
redemptions to be effected at net asset value in accordance with Section
2.3 of this Agreement. Notwithstanding the foregoing, (i) the Company shall
not redeem Trust shares attributable to Contract Owners except in the
circumstances permitted in Section 2.7 of this Agreement, and (ii) the
Trust may delay redemption of Trust shares of any Series to the extent
permitted by the 1940 Act, any rules, regulations or orders thereunder, or
the Trust Prospectus.
2.3. Purchase and Redemption Procedures
(a) The Trust hereby appoints the Company as an agent of the Trust for the
limited purpose of receiving purchase and redemption requests on behalf of
the Account (but not with respect to any Trust shares that may be held in
the general account of the Company) for shares of those Series made
available hereunder, based on allocations of amounts to the Account or
subaccounts thereof under the Contracts and other transactions relating to
the Contracts or the Account. Receipt of any such request (or relevant
transactional information therefore) on any Business Day by the Company as
such limited agent of the Trust prior to the Trust's close of business as
defined from time to time in the Trust Prospectus (which as of the date of
execution of this Agreement is 4 p.m. Eastern Time) shall constitute
receipt by the Trust on that same Business Day, provided that the Trust
receives notice of such request by 10 a.m. Eastern Time on the next
following Business Day. If the Trust does not receive such request by this
time, such request shall be considered effective for the next business day.
(b) The Company shall pay for shares of each Series on the same day that it
notifies the Trust of a purchase request for such shares. Payment for
Series shares shall be made in Federal funds transmitted to the Trust by
wire to be received by the Trust by 4 p.m. Eastern Time on the day the
Trust is notified of the purchase request for Series shares (unless the
Trust determines and so advises the Company that sufficient proceeds are
available from redemption of shares of other Series effected pursuant to
redemption requests tendered by the Company on behalf of the Account). If
Federal funds are not received on time, such funds will be invested, and
Series shares purchased thereby will be issued, as soon as practicable.
Upon receipt of Federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the
Trust. If funds are not received by 4 p.m. Eastern Time the day the Trust
is notified of the purchase request, the funds and request shall be
considered effective for the next business day.
(c) Payment for Series shares redeemed by the Account or the Company shall be
made in Federal funds transmitted by wire to the Company or any other
designated person on the next Business Day after the Trust is properly
notified of the redemption order of Series shares (unless redemption
proceeds are to be applied to the purchase of Trust shares of other Series
in accordance with Section 2.3(b) of this Agreement), except that the Trust
reserves the right to redeem Series shares in assets other than cash and to
delay payment of redemption proceeds to the extent permitted under Section
22(e) of the 0000 Xxx. The Trust shall not bear any responsibility
whatsoever for the proper disbursement or crediting or redemption proceeds
by the Company; the Company alone shall be responsible for such action.
(d) Any purchase or redemption request for Series shares held or to be held in
the Company's general account shall be effected at the net asset value per
share next determined after the Trust's receipt of such request, provided
that, in the case of a purchase request, payment for Trust shares so
requested is received by the Trust in Federal funds prior to close of
business for determination of such value, as defined from time to time in
the Trust Prospectus.
2.4. The Trust shall use its best efforts to make the net asset value per share
for each Series available to the Company by 6:30 p.m. Eastern Time each
Business Day, and in any event, as soon as reasonably practicable after the
net asset value per share for such Series is calculated, and shall
calculate such net asset value in accordance with the Trust Prospectus.
Neither the Trust, any Series, the Distributor, nor any of their affiliates
shall be liable for any information provided to the Company pursuant to
this Agreement which information is based on incorrect information supplied
by the Company or any other Participating Company to the Trust or the
Distributor.
If the net asset value is materially incorrect through no fault of the
Company, the Company shall be entitled to an adjustment to the number of
shares purchased or redeemed to reflect the correct net asset value in
accordance with Fund procedures and the Trust shall bear the cost of
correcting such errors. Any material error in the net asset value shall be
reported to the Company promptly upon discovery. Any administrative or
other costs or losses incurred for correcting underlying Contract owner
accounts shall be at the Company's expenses. In the event that net asset
values are not made available to the Company by such time, the Company
agrees to use its best efforts to include the net asset values when
received in its next cycle for purposes of calculating purchase orders and
requests for redemption. However, if net asset values are not available for
inclusion in the next cycle and purchase orders/redemptions are not able to
be calculated and available for the Company to execute within the time
frame described in Section 1.1, the Trust shall reimburse and make the
Company whole for any losses incurred as a result of such delays.
2.5 The Trust shall furnish notice to the Company as soon as reasonably
practicable of any income dividends or capital gain distributions payable
on any Series shares. The Company, on its behalf and on behalf of the
Account, hereby elects to receive all such dividends and distributions as
are payable on any Series shares in the form of additional shares of that
Series. The Company reserves the right, on its behalf and on behalf of the
Account, to revoke this election and to receive all such dividends and
capital gain distributions in cash. The Trust shall notify the Company
promptly of the number of Series shares so issued as payment of such
dividends and distributions.
2.6 Issuance and transfer of Trust shares shall be by book entry only. Stock
certificates will not be issued to the Company or the Account. Purchase and
redemption orders for Trust shares shall be recorded in an appropriate
ledger for the Account or the appropriate subaccount of the Account.
2.7
(a)The parties hereto acknowledge that the arrangement contemplated by this
Agreement is not exclusive; the Trust's shares may be sold to other
insurance companies (subject to Section 2.8 hereof) and the cash value of
the Contracts may be invested in other investment companies, provided,
however, that until this Agreement is terminated pursuant to Article X, the
Company shall promote the Trust Series on the same basis as other funding
vehicles available under the Contracts and with respect to the availability
of any funding vehicles other than those listed on Schedule 3 to this
Agreement: (i) any such vehicle or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of the Trust Series available hereunder; or (ii)
the Company gives the Trust and Distributor 45 days written notice of its
intention to make such other investment vehicle available as a funding
vehicle for the Contracts; or (iii) the Trust or Distributor consents in
writing to the use of such other vehicle, such consent not to be
unreasonably withheld.
(b) The Company shall not, without prior notice to the Distributor (unless
otherwise required by applicable law) take any action to operate the
Account as a management investment company under the 0000 Xxx.
2.8 The Distributor and the Trust shall sell Trust shares only to Participating
Insurance Companies and their separate accounts and to persons or plans
("Qualified Persons") that qualify to purchase shares of the Trust under
Section 817(h) of the Code and the regulations thereunder without impairing
the ability of the Account to consider the portfolio investments of the
Trust as constituting investments of the Account for the purpose of
satisfying the diversification requirements of Section 817(h). The
Distributor and Trust will provide the Company with a quarterly
certification of compliance with Section 817(h), and the regulations
thereunder, in such form as the Company and Trust shall agree. The
Distributor and the Trust shall not sell Trust shares to any insurance
company or separate account unless an agreement complying with Article VII
of this Agreement is in effect to govern such sales. The Company hereby
represents and warrants that it and the Account are Qualified Persons.
ARTICLE III. Representations and Warranties
3.1. The Company represents and warrants that: (i) the Company is an insurance
company duly organized and in good standing under Illinois insurance law;
(ii) the Account is a validly existing separate account, duly established
and maintained in accordance with applicable law; (iii) the Account 1940
Act Registration Statement has been filed with the SEC in accordance with
the provisions of the 1940 Act and the Account is duly registered as a unit
investment trust thereunder; (iv) the Contracts' Registration Statement has
been declared effective by the SEC; (v) the Contracts will be issued in
compliance in all material respects with all applicable Federal and state
laws; (vi) the Account will maintain its registration under the 1940 Act
and will comply in all material respects with it; and (vii) the Contracts
currently are, and at the time of issuance will be, treated as annuity
contracts or life insurance policies, whichever is appropriate, under
applicable provisions of the Code.
3.2. The Trust represents and warrants that: (i) the Trust is an unincorporated
business trust duly formed and validly existing under the Massachusetts
law; (ii) the Trust's 1940 Act Registration Statement has been filed with
the SEC in accordance with the provisions of the 1940 Act and the Trust is
duly registered as an open-end management investment company thereunder;
(iii) the Trust's Registration Statement has been declared effective by the
SEC; (iv) the Trust's shares will be issued in compliance in all material
respects with all applicable federal laws; (v) the Trust will remain
registered under and will comply in all material respects with the 1940
Act; (vi) the Trust's currently qualifies as a "regulated investment
company" under Subchapter M of the Code and will comply at all times with
the diversification standards prescribed in Section 817(h) of the Code and
the regulations thereunder; and (vii) the Trust's investment policies are
in material compliance with any investment restrictions set forth on
Schedule 4 to this Agreement. The Trust, however, makes no representation
as to whether any aspect of its operations (including, but not limited to,
fees and expenses and investment policies) otherwise complies with the
insurance laws or regulations of any state. Further, the Trust shall
register and qualify its shares for sale in accordance with the securities
laws of the various states only if and to the extent deemed advisable by
the Trust.
3.3. The Distributor represents and warrants that: (i) the Distributor is a
corporation duly organized and in good standing under Pennsylvania law; and
(ii) the Distributor is registered as a broker-dealer under federal and
applicable state securities laws and is a member of the National
Association of Securities Dealers, Inc.
3.4. Each party represents and warrants that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have
been duly authorized by all necessary corporate or trust action, as
applicable, by such party, and, when so executed and delivered, this
Agreement will be the valid and binding obligation of such party
enforceable in accordance with its terms.
3.5. Each party represents and warrants that all of its directors, officers,
employees, investment advisers and other individuals/entities dealing with
the money and/or securities of the Trust are and shall continue to be at
all times covered by a blanket fidelity bond or similar coverage for the
benefit of the Trust in an amount not less than the amount required by the
applicable rules of the NASD and the federal securities laws. The aforesaid
bond shall include coverage for larceny and embezzlement and shall be
issued by a reputable bonding company. All parties agree to make all
reasonable efforts to see that this bond or another bond containing these
provisions is always in effect, and each agrees to notify the other parties
promptly in the event that such coverage no longer applies.
ARTICLE IV. Filings, Information and Expenses
4.1. The Trust shall amend its Agreement and Declaration of Trust and its 1940
Act Registration Statement from time to time as required in order to
effect the continuous offering of Trust shares and to maintain the Trust's
registration under the 1940 Act for so long as Trust shares are sold.
4.2. Unless other arrangements are made, the Trust shall provide the Company
with a copy, in camera-ready form or otherwise suitable for printing or
duplication, of (i) each Trust prospectus and any supplement thereto; (ii)
each Statement of Additional Information and any supplement thereto; (ii)
any Trust proxy soliciting material; and (iv) any Trust periodic
shareholder reports.
4.3. The Company shall amend the Contracts Registration Statement and the
Account 1940 Act Registration Statement from time to time as required in
order to effect the continuous offering of the Contracts or as may
otherwise be required by applicable law, but in any event shall maintain a
current effective Contracts Registration Statement and the Account's
registration under the 1940 Act for so long as the Contracts are
outstanding unless the Company has supplied the Trust with an SEC
no-action letter or opinion of counsel satisfactory to the Trust's counsel
to the effect that maintaining such Registration Statement on a current
basis is no longer required. The Company shall file, register, qualify and
obtain approval of the Contracts for sale to the extent required by
applicable insurance and securities laws of the various states.
4.4. The Company shall inform the Trust of any investment restrictions imposed
by state insurance law that may become applicable to the Trust from time
to time as a result of the Account's investment therein (including, but
not limited to, restrictions with respect to fees and expenses and
investment policies), other than those set forth on Schedule 4 to this
Agreement. Upon receipt of any such information from the Company, the
Trust shall determine whether it is in the best interests of shareholders
to comply with any such restrictions. If the Trust determines that it is
not in the best interests of shareholders (it being understood that "
shareholders" for the purpose shall mean Product Owners), the Trust shall
so inform the Company, and the Trust and the Company shall discuss
alternative accommodations in the circumstances. If the Trust determines
that it is in the best interests of shareholders to comply with such
restrictions, the Trust and the Company shall amend Schedule 4 to this
Agreement to reflect such restrictions.
4.5. Each party shall promptly inform the others when such party becomes aware
of the commencement of any litigation or proceeding against such party or
a person affiliated with such party in connection with the issuance or
sale of Trust shares or the Contracts.
4.6. The Company shall provide Contracts, Contracts and Trust Prospectuses,
Contracts and Trust Statements of Additional Information, reports,
solicitations for voting instructions including any related Trust proxy
solicitation materials, and all amendments or supplements to any of the
foregoing to Contract Owners and prospective Contract Owners, all in
accordance with the federal securities laws.
4.7. All expenses incident to each party's performance under this Agreement
(including expenses expressly assumed by such party pursuant to this
Agreement) shall be paid by such party to the extent permitted by law.
(a) Expenses assumed by the Trust include, but are not limited to, the costs
of: registration and qualification of the Trust shares under the federal
securities laws; text preparation and filing with the SEC of the Trust
Prospectus and any supplements thereto, Trust Statement of Additional
Information and any supplements thereto, Trust Registration Statement,
Trust proxy materials and shareholder reports, and preparation of a
camera-ready copy thereof; preparation of all statements and notices
required by any Federal or state securities law; printing and mailing of
all materials and reports required to be provided by the Trust to its
shareholder~ (subject to sections (c) and (d) hereof); all taxes on the
issuance or transfer of Trust shares; payment of all applicable fees,
including, without limitation, all fees due under Rule 24f-2 relating to
the Trust (not including any 24f-2 fees payable by the Separate Account
relating to issuance of variable contracts for which the Company shall be
responsible); and any expenses permitted to be paid or assumed by the
Trust pursuant to a plan, if any, under rule 12b-1 under the 1940 Act. The
Trust otherwise shall pay no fee or other compensation to the Company
under this Agreement, unless the parties otherwise agree, including if the
Trust or any Series adopts and implements a plan pursuant to Rule 12b-1
under the 1940 Act to finance distribution expenses, then payments may be
made to the Company in accordance with such plan. The Trust currently does
not intend to make any payments to finance distribution expenses pursuant
to Rule 12b-1 under the 1940 Act or in contravention of such rule,
although it may make payments pursuant to Rule 12b-1 in the future. To the
extent that it decides to finance distribution expenses pursuant to Rule
12b-1, the Trust undertakes to have a Board of Trustees, a majority of
whom are not interested persons of the Trust, formulate and approve any
plan under Rule 12b-1 to finance distribution expenses.
(b) Expenses assumed by the Company include, but are not limited to, the costs
of: registration and qualification of the Contracts under the federal
securities laws; text preparation and filing with the SEC of the Contracts
Prospectus and any supplements thereto, Contracts Statement of Additional
Information and any supplements thereto, and Contracts Registration
Statement; payment of all applicable fees, including, without limitation,
all fees due under Rule 24f-2 relating to the Contracts; and preparation
and dissemination of all statements and notices to Contract Owners
required by any Federal or state insurance law other than those paid for
by the Trust.
(c) For any proxy vote solicitation necessary as a result of actions taken by
the Trust or Distributor, all costs and expenses incurred in text
preparation, printing, mailing and distributing Trust proxy materials and
shareholder reports to all contract holders of record and any other
statement or notice required of the Trust by any Federal or state law, and
not previously discussed herein, shall be the exclusive responsibility of
the Trust. In the event a proxy vote solicitation is necessary as a result
of actions taken by the Company, all such costs shall be the exclusive
responsibility of the Company
(d) The Distributor will quarterly reimburse the Company certain of the
administrative costs and expenses incurred by the Company as a result of
operations necessitated by the beneficial ownership by Policy owners of
shares of the Trust, equal to 0.20% per annum of the aggregate net assets
of the Trust attributable to variable life or variable annuity contracts
offered by the Company or its affiliates. In no event shall such fee be
paid by the Trust, its shareholders or by the Policyholders.
4.8. No piece of advertising or sales literature or other promotional material
in which the Trust is named shall be used, except with the prior written
consent of the Trust. Any such piece shall be furnished to the Trust for
such consent prior to its use. The Trust shall respond to any request for
written consent on a prompt and timely basis, but failure to respond shall
not relieve the Company of the obligation to obtain the prior written
consent of the Trust. The Trust may at any time in its sole discretion
revoke such written consent, and upon notification of such revocation, the
Company shall no longer use the material subject to such revocation. Until
further notice to the Company, the Trust has delegated its rights and
responsibilities under this provision to the Distributor.
4.9. No piece of advertising or sales literature or other promotional material
in which the Company is named shall be used, except with the prior written
consent of the Company. Any such piece shall be furnished to the Company
for such consent prior to its use. The Company shall respond to any
request for written consent on a prompt and timely basis, but failure to
respond shall not relieve the Company of the obligation to obtain the
prior written consent of the Company. The Company may at any time in its
sole discretion revoke any written consent, and upon notification of such
revocation, neither the Trust nor the Distributor shall use the materials
subject to such revocation. The Company, upon prior written notice to the
Trust, may delegate its rights and responsibilities under this provision
to the principal underwriter for the Contracts.
4.10. The Company shall not give any information or make any representations or
statements on behalf of the Trust or concerning the Trust other than the
information or representations contained in the Trust Registration
Statement or Trust Prospectus or in reports or proxy statements for the
Trust, or in sales literature or other promotional material approved in
accordance with Article IV of this Agreement, or in published reports or
statements of the Trust in the public domain, except with the prior
written consent of the Trust.
4.11. The Trust shall not give any information or make any representations on
behalf of the Company or concerning the Company, the Account or the
Contracts other than the information or representations contained in the
Contracts Registration Statement or Contracts Prospectus or in published
reports of the Account which are in the public domain or approved in
writing by the Company for distribution to Contract Owners, or in sales
literature or other promotional material approved in writing by the
Company, except with the prior written consent of the Company.
4.12. The Trust and the Company shall provide to each other upon request at
least one complete copy of all Registration Statements, Prospectuses,
Statements of Additional Information, periodic and other shareholder or
Contract Owner reports, proxy statements, solicitations of voting
instructions, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all
amendments or supplements to any of the above, that relate to the Trust,
the Contracts or the Account, as the case may be, promptly after the
filing by or on behalf of such party of such document with the SEC or
other regulatory authorities. The Company shall provide to the Trust and
the Distributor any complaints received from Contract Owners pertaining to
the Trust or Trust Series, and the Trust and Distributor shall provide to
the Company any complaints received from Contract Owners relating to the
Contracts.
4.13. The Trust and the Company shall provide to each other upon request copies
of draft versions of any registration Statements, Prospectuses, Statements
of Additional Information, periodic and other shareholder or Contract
Owner reports, proxy statements, solicitations for voting instructions,
sales literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments or
supplements to any of the above, to the extent that the other party
reasonably needs such information for purposes of preparing a report or
other filing to be filed with or submitted to a regulatory agency. If a
party requests any such information before it has been filed, the other
party will provide the requested information if then available and in the
version then available at the time of such request.
4.14. Each party hereto shall cooperate with the other parties and all
appropriate governmental authorities (including without limitation the
SEC, and NASD and state insurance regulators) and shall permit each other
and 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. However, such access shall not
extend to attorney-client privileged information.
4.15. For purposes of this Article IV, the phrase "sales literature or other
promotion material" includes, but is not limited to, any material
constituting sales literature or advertising under the NASD rules, the
1940 Act or the 0000 Xxx.
4.16. No party shall use any other party's names, logos, trademarks or service
marks, whether registered or unregistered, without the prior written
consent of such other party.
ARTICLE V. Voting of Trust Shares
With respect to any other matter put to vote by the holders of Trust
shares or Series shares ("Voting Shares"), the Company shall:
(a) solicit voting instructions from Contract Owners to which Voting Shares are
attributable;
(b) vote Voting Shares of each Series attributable to Contract Owners in
accordance with instructions or proxies timely received from such Contract
Owners;
(c) vote Voting Shares of each Series attributable to Contract Owners for which
no instructions have been received in the same proportion as Voting Shares
of such Series for which instructions have been timely received; and
(d) vote Voting Shares of each Series held by the Company on its own behalf or
on behalf of the Account that are not attributable to Contract Owners in
the same proportion as Voting Shares of such Series for which instructions
have been timely received.
The Company shall be responsible for assuring that voting privileges for the
Account are calculated in a manner consistent with the provisions set forth
above and with other Participating Insurance Companies.
ARTICLE VI Compliance with Code
6.1. The Trust shall comply with Section 817(h) of the Code and the regulations
issued thereunder, and any Treasury interpretations thereof to the extent
applicable to the Trust as a fund underlying the Account, and shall notify
the Company immediately upon having a reasonable basis for believing that
it has ceased to so qualify or that it might not so qualify in the future.
In the event of a breach of this Article VI, the Trust shall take all
reasonable steps to adequately diversify the Trust so as to achieve
compliance within the grace period afforded by regulation 817.5.
6.2. The Trust shall maintain its qualification as a registered investment
company (under Subchapter M or any successor or similar provision), and
shall notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify
in the future.
6.3. The Company shall ensure the continued treatment of the Contracts as
annuity contracts or life insurance policies, whichever is appropriate,
under applicable provisions of the Code and shall notify the Trust and the
Distributor immediately upon having a reasonable basis for believing that
the Contracts have ceased to be so treated or that they might not be so
treated in the future.
ARTICLE VII. Potential Conflicts
7.1. The parties to this Agreement acknowledge that the Trust intends to file an
application with the SEC to request an order (the " Exemptive Order")
granting relief from various provisions of the 1940 Act and the rules
thereunder to the extent necessary to permit Trust shares to be sold to and
held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated Participating Insurance Companies and
other Qualified Persons (as defined in Section 2.8). It is anticipated that
the Exemptive Order, when and if issued, shall require the Trust and each
Participating Insurance Company to comply with conditions and undertakings
substantially as provided in this Article VII. The Trust will not enter
into a participation agreement with any other Participating Insurance
Company unless it imposes the same conditions and undertakings as are
imposed on the Company hereby.
7.2. The Company agrees to report any potential or existing conflicts promptly
to the Trust Board, and in particular whenever Contract Owner voting
instructions are disregarded, and recognizes that is shall be responsible
for assisting the Trust Board in carrying out its responsibilities in
connection with the Exemptive Order. The Company agrees to carry out such
responsibilities with a view to the interests of Contract Owners.
7.3. If a majority of the Trust Board, or a majority of Disinterested Trustees,
determines that a material irreconcilable conflict exists with regard to
Contract Owner investments in the Trust, the Trust Board shall give prompt
notice to all Participating Insurance Companies. If the Trust Board
determines that the Company is responsible for causing or creating said
conflict, the Company shall at no cost and expense to the Trust, and to the
extent reasonably practicable (as determined by a majority of the
Disinterested Trustees), take such action as is necessary to remedy or
eliminate the irreconcilable material conflict. Such necessary action may
include, but shall not be limited to:
(a) Withdrawing the assets allocable to the Account from the Trust and
reinvesting such assets in a different investment medium or submitting the
question of whether such segregation should be implemented to a vote of all
affected Contract Owners;
(b) Establishing a new registered management investment company.
7.4. If a material irreconcilable conflict arises as a result of a decision by
the Company to disregard Contract Owner voting instructions and said
decision represents a minority position or would preclude a majority vote
by all Contract Owners having an interest in the Trust, the Company may be
required, at the Trust Board's election, to withdraw the Account's
investment in the Trust.
7.5. For purposes of this Article, a majority of the disinterested Trustees
shall determine whether or not any proposed action adequately remedies any
irreconcilable material conflict, but in no event shall the Trust be
required to bear the expense of establishing a new funding medium for any
Contract. The Company shall not be required by this Article to establish a
new funding medium for any Contract if an offer to do so has been declined
by vote of a majority of the Contract Owners materially adversely affected
by the irreconcilable material conflict.
7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provisions of the
1940 Act or the rules promulgated thereunder with respect to mixed and
shared funding on terms and conditions materially different from those
contained in the Exemptive Order, then (a) the Trust and/or the Company, as
appropriate, shall take such steps as may be necessary to comply with Rules
6e2 and 6e-3(T), as amended, or Rule 6e-3, as adopted, as applicable, to
the extent such rules are applicable, and (b) Sections 7.2 through 7.5 of
this Agreement shall continue in effect only to the extent that terms and
conditions substantially identical to such Sections are contained in such
Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1.Indemnification by the Company. The Company shall indemnify and hold
harmless the Trust, the Distributor and each person who controls or is
affiliated with the Trust or the Distributor within the meaning of such
terms under the 1933 Act or 1940 Act (but not any Participating Insurance
Companies or Qualified Plans) and any officer, trustee, director, employee
or agent of the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under any statute or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Contracts Registration
Statement, Contracts Prospectus, sales literature or other promotional
material for the Contracts or the Contracts themselves (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances in which they were made; provided
that this obligation to indemnify shall not apply if such statement or
omission or such alleged statement or alleged omission was made in reliance
upon and in conformity with information furnished in writing to the Company
by the Trust or the Distributor for use in the Contracts Registration
Statement, Contracts Prospectus or in the Contracts or sales literature or
promotional material for the Contracts (or any amendment or supplement to
any of the foregoing) or otherwise for use in connection with the sale of
the Contracts or Trust shares; or
(b) arise out of any untrue statement or alleged untrue statement of a material
fact contained in the Trust Registration statement, Trust Prospectus or
sales literature or other promotional material of the Trust (or any
amendment or supplement to any of the foregoing), or the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements, therein not misleading in
light of the circumstances in which they were made, if such statement or
omission was made in reliance upon and in conformity with information
furnished to the Trust in writing by or on behalf of the Company, or
(c) arise out of or are based upon any wrongful conduct of the Company or
persons under its control (or subject to its authorization) with respect to
the sale or distribution of the Contracts or Trust shares; or
(d) arise as a result of any failure by the Company or persons under its
control (or subject to its authorization) to provide services, furnish
materials or make payments as required under this Agreement; or
(e) arise out of any material breach by the Company or persons under its
control (or subject to its authorization) of this Agreement, including but
not limited to any breach of any warranties contained in Article III hereof
and any failure to transmit a request for redemption or purchase of Trust
shares on a timely basis in accordance with the procedures set forth in
Article 11.
This indemnification will be in addition to any liability that the Company may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.2. Indemnification by the Trust. The Trust shall indemnify and hold harmless
the Company and each person who controls or is affiliated with the Company
within the meaning of such terms under the 1933 Act or 1940 Act and any
officer, director, employee or agent of the of the foregoing, against any
and all losses, claims, damages or liabilities, joint or several (including
any investigative, legal and other expenses reasonably incurred in
connection with, and any amounts paid in settlement of, any action, suit or
proceeding or any claim asserted), to which they or any of them may become
subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Trust Registration
Statement, Trust Prospectus or sales literature or other promotional
material of the Trust (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances in which they were made; provided that this obligation to
indemnify shall not apply if such statement or omission or alleged
statement or alleged omission was made in reliance upon and in conformity
with information furnished in writing by the Company to the Trust for use
in the Trust Registration Statement, Trust Prospectus or sales literature
or promotional material for the Trust (or any amendment or supplement to
any of the foregoing) or otherwise for use in connection with the sale of
the Contracts or Trust shares; or
(b) arise out of any untrue statement or alleged untrue statement of a material
fact contained in the Contracts Registration Statement, Contracts
Prospectus or sales literature or other promotional material for the
Contracts (or any amendment or supplement to any of the foregoing), or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading in light of the circumstances in which they were made, if such
statement or omission was made in reliance upon information furnished in
writing by the Trust to the Company; or
(c) arise out of or are based upon wrongful conduct of the Trust or persons
under its control (or subject to its authorization) with respect to the
sale of Trust shares; or
(d) arise as a result of any failure by the Trust or persons under its control
(or subject to its authorization) to provide services, furnish materials or
make payments as required under the terms of this Agreement; or
(e) arise out of any material breach by the Trust or persons under its control
(or subject to its authorization) of this Agreement (including any breach
of Section 6.1 of this Agreement and any warranties contained in Article
III hereof).
This indemnification will be in addition to any liability that the Trust may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.3. Indemnification by the Distributor. The Distributor shall indemnify and
hold harmless the Company and each person who controls or is affiliated
with the Company within the meaning of such terms under the 1933 Act or
1940 Act and any officer, director, employee or agent of the foregoing,
against any and all losses, claims, damages or liabilities, joint or
several (including any investigative, legal and other expenses reasonably
incurred in connection with, and any amounts paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they or any of
them may become subject under any statute or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Trust Registration
Statement, Trust Prospectus or sales literature or other promotional
material of the Trust (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances in which they were made; provided that this obligation to
indemnify shall not apply if such statement or omission or alleged
statement or alleged omission was made in reliance upon and in conformity
with information furnished in writing by the Company to the Trust for use
in the Trust Registration Statement, Trust Prospectus or sales literature
or promotion material for the Trust (or any amendment or supplement to any
of the foregoing) or otherwise for use in connection with the sale of the
Contracts or Trust shares; or
(b) arise out of any untrue statement or alleged untrue statement of a material
fact contained in the Contracts Registration Statement, Contracts
Prospectus or sales literature or other promotional material for the
Contracts (or any amendment or supplement to any of the foregoing), or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading in light of the circumstances in which they were made, if such
statement or omission was made in reliance upon information furnished in
writing by the Distributor to the Company; or
(c) arise out of or are based upon wrongful conduct of the Distributor or
persons under its control (or subject to it authorization) with respect to
the sale of Trust shares; or
(d) arise as a result of any failure by the Distributor or persons under its
control (or subject to its authorization) to provide services, furnish
materials or make payments as required under the terms of this Agreement;
or
(e) arise out of any material breach by the Trust or persons under its control
(or subject to its authorization) of this Agreement (including any breach
of Section 6.1 of this Agreement and any warranties contained in Article
III hereof).
This indemnification will be in addition to any liability that the Distributor
may otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.4. Indemnification Procedures. After receipt by a party entitled to
indemnification (" indemnified party") under this Article VIII of notice of
the commencement of any action, if a claim in respect thereof is to be made
by the indemnified party against any person obligated to provide
indemnification under this Article VIII ("indemnifying party"), such
indemnified party will notify the indemnifying party in writing of the
commencement thereof as soon as practicable thereafter, provided that the
omission to so notify the indemnifying party will not relieve it from any
liability under this Article VIII, except to the extent that the omission
results in a failure of actual notice to the indemnifying party and such
indemnifying party is damaged solely as a result of the failure to give
such notice. The indemnifying party, upon the request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying
party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shal1 be at the expense
of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent (which will not be
unreasonably withheld) but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VIII. The
indemnification provisions contained in this article VIII shall survive any
termination of this Agreement.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to the principles of conflicts of laws.
9.2. This Agreement shall be subject to the provisions of the 1933 Act, 1940
Act and Securities Exchange Act of 1934, as amended, and the rules and
regulations and rulings thereunder, including such exemptions from those
statutes, rules and regulations as the SEC may grant, and the terms hereof
shall be limited, interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. Termination of Agreement. This Agreement shall not terminate until the
Trust is dissolved, liquidated, or Merged into another entity, or, as to any
Series of the Trust, the Account no longer invests in that Series and the
Company has confirmed in writing to the Trust that it no longer intends to
invest in such Series. However, certain obligations of, or restrictions on,
the parties to this Agreement may terminate as provided in Sections 10.2 and
10.4 and the Company may be required to redeem shares pursuant to Section
10.3 or in the circumstances contemplated by Article VII.
10.2. Termination of Offering of Trust Shares. The obligation of the Trust to
make Series shares available through the Distributor to the Company for
purchase pursuant to Article II of this Agreement shall terminate at the
option of the Trust upon written notice to the Company as provided below:
(a) upon institution of formal proceedings against the Company by the NASD, the
SEC, the insurance commission of any state or any other regulatory body
regarding the Company's duties under this Agreement or related to the sale
of the Contracts, the operation of the Account, the administration of the
Contracts or the purchase of Trust shares, or an expected or anticipated
ruling, judgment or outcome which would, in the Trust's reasonable judgment
exercised in good faith, materially impair the Company's ability to meet and
perform the Company's obligations and duties hereunder, such termination
effective upon 30 days prior written notice;
(b) in the event any of the Contracts are not registered, issued or sold in
accordance with applicable Federal and/or state law, such termination
effective upon 15 days prior written notice;
(c) if the Trust or the Distributor shall determine, in their sole judgment
exercised in good faith, that either (1) the Company shall have suffered a
material adverse change in its business or financial condition or (2) the
Company shall have been the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and operations of
either the Trust or the Distributor, such termination effective upon 30 days
prior written notice;
(d) upon the Company's assignment of this Agreement (including, without
limitation, any transfer of the Contracts or the Account to another
insurance company pursuant to an assumption reinsurance agreement) unless
the Trust consents thereto, such termination effective upon 30 days prior
written notice;
(e) if the Company is in material breach of any provision of this Agreement,
which breach has not been cured to the satisfaction of the Trust within 10
days after written notice of such breach has been delivered to the Company;
or
(f) upon termination pursuant to Section 10.1 or notice from the Company
pursuant to Section 10.3, such termination hereunder effective upon 5 days
prior written notice.
Notwithstanding an exercise of its option to terminate its obligation to make
Shares available through the Distributor to the Company, the Trust shall
continue to make Trust shares available through the Distributor to the extent
necessary to permit owners of Contracts in effect on the effective date of such
termination (hereinafter referred to as " Existing Contracts") to reallocate
investments in the Trust, redeem investments in the Trust and/or invest in the
Trust upon the making of additional purchase payments under the Existing
Contracts, unless the Trust exercised its option to terminate because of
circumstances involving the Existing Contracts (or a class thereof). In that
case, the Trust shall promptly notify the Company whether the Trust is electing
to make Trust shares available through the Distributor after termination for the
Noncomplying Contracts (or a class thereof) responsible for such termination
(the " Noncomplying Contracts"). In determining whether to make Shares available
through the Distributor for the Noncomplying contracts (or a class thereof), the
Trust shall act in good faith giving due consideration to the interests of
owners of the Noncomplying Contracts (or a class thereof).
10.3. As to the Company. The Company may elect to cease investing in the Trust,
promoting the Trust as an investment option under the Contracts, or
withdraw its investment in the Trust, subject to compliance with applicable
law, upon written notice to the Trust within 30 days of the occurrence of
any of the following events:
(a) if shares of any Series are not reasonably available to meet the
requirements of the Contracts as determined by the Company, and the Trust,
after receiving written notice from the Company of such non-availability,
fails to make available a sufficient number of Trust shares to meet the
requirements of the Contracts within 10 days after receipt thereof;
(b) upon institution of formal proceedings against the Trust, the Distributor
or the Adviser by the NASD, the SEC or any state securities or insurance
commission or any other regulatory body;
(c) if, with respect to the Trust or a Series, the Trust or the Series ceases
to qualify as a Regulated Investment Company under Subchapter M of the
Code, or under any successor or similar provision, or if the Company
reasonably believes that the Trust may fail to so qualify, and the Trust,
upon written request, fails to provide reasonable assurance that it will
take action to cure or correct such failure;
(d) if any Series of the Trust in which the Account invests fails to meet the
diversification requirements specified in Section 817(h) of the code and
any regulations thereunder and the Trust, upon written request, fails to
provide reasonable assurance that it will take action to cure or correct
such failure;
(e) if the Trust informs the Company pursuant to Section 4.4 that the Trust
will not comply with investment restrictions as requested by the Company
and the Trust and the Company are unable to agree upon any reasonable
alternative accommodations;
(f) if the Trust or Distributor is in material breach of a provision of this
Agreement, which breach has not been cured to the satisfaction of the
Company within 10 days after written notice of such breach has been
delivered to the Trust or the Distributor, as the case may be; or
(g) if the Company shall determine, in their sole judgment exercised in good
faith, that either (1) the Trust or Distributor shall have suffered a
material adverse change in their business or financial condition or (2) the
Trust or Distributor shall have been the subject of material adverse
publicity which is likely to have a material adverse impact upon the
business and operations of the Company, such termination effective upon 30
days prior written notice;
(h) if, the Company in its sole discretion determines that investment by the
Account in Trust shares is no longer appropriate, and then only upon at
least 60 days prior written notice to the Trust and the Distributor.
In the event the Company elects to cease investing in the Trust in accordance
with any of the above provisions, all such costs related to cessation of
investment activities and substitution of Trust shares of other Trusts incurred
by the Company shall be borne by the Trust and Distributor. Such costs may
include, but not be limited to, legal expenses, filing fees, mailing costs, and
reprinting of prospectuses and advertising material.
10.4. Company Required to Redeem. The parties understand and acknowledge that
it is essential for compliance with Section 817(h) of the Code that the
Contracts qualify as annuity contracts or life insurance policies, as
applicable, under the Code. Accordingly, if any of the Contracts cease to
qualify as annuity contracts or life insurance policies, as applicable,
under the Code, or if the Trust reasonably believes that any such
Contracts may fail to so qualify, the Trust shall have the right to
require the Company to redeem Shares attributable to such Contracts upon
notice to the Company and the Company shall so redeem such Shares in
order to ensure that the Trust complies with the provisions of Section
817(h) of the code applicable to ownership of Trust Shares. Notice to the
Company shall specify the period of time the Company has to redeem the
Shares or to make other arrangements satisfactory to the Trust and its
counsel, such period of time to be determined with reference to the
requirements of Section 817(h) of the Code. In addition, the Company may
be required to redeem Shares pursuant to action taken or request made by
the Trust Board in accordance with the Exemptive Order described in
Article VII or any conditions or undertakings set forth or referenced
therein, or other SEC rule, regulation or order that may be adopted after
the date hereof. The Company agrees to redeem Shares in the circumstances
described herein and to comply with applicable terms and provisions.
ARTICLE XI. Applicabilitv to New Accounts and New Contracts
-----------------------------------------------
The parties to this Agreement may amend the schedules to this Agreement from
time to time to reflect, as appropriate, changes in or relating to the
Contracts, or Series or funding vehicles thereof, additions of new classes of
Contracts to be issued by the Company and separate accounts therefore investing
in the Trust. The provisions of this Agreement shall be equally applicable to
each such class of Contracts, Series and Accounts, effective as of the date of
amendment of such Schedule, unless the context otherwise requires.
ARTICLE XII. Notice. Request or Consent
Any notice, request or consent to be provided pursuant to this
Agreement is to be made in writing and shall be given:
If to the Trust:
Xxxx Xxxxx President STI Classic Variable Trust 000 Xxxx Xxxxxxxxxx Xxxx Xxxxx,
XX 00000-0000
If to the Distributor:
Xxxxxx X. X'Xxxxxxx Vice President & Assistant Secretary SEI Investments
Distribution Co. I Xxxxxxx Xxxxxx Xxxxx Xxxx, XX 00000-0 100
If to the Company:
Xxxxxxx X. Xxxxxx Pas
Assistant Vice President
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx, X0X
Xxxxxxxxxx, Xxxxxxxx 00000
or at such other address as such party may from time to time specify in writing
to the other party. Each such notice, request or consent to a party shall be
sent by registered or certified United States mail with return receipt requested
or by overnight delivery with a nationally recognized courier, and shall be
effective upon receipt.
ARTICLE XIII. Miscellaneous
13.1 . The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
13.2.1. The Agreement may be executed simultaneously in two or more
counterparts, each of which together shall constitute one and the same
instrument.
13.3. If any provision of this Agreement shall be held or made
13.4 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 and federal laws.
13.5 The subject to the requirements of legal process and regulatory
authority, the Trust shall treat as confidential the names and
addresses of the Contract Owners and all information reasonably
identified as confidential in writing by the Company and except as
permitted by this Agreement, shall not disclose, disseminate or utilize
such names and addresses and other confidential information without the
express written consent of the Company until such time as it may come
into the public domain. The provisions of this Section 13.5 shall
survive any termination of this Agreement.
13.6 This Agreement or any of the rights and obligations hereunder may not
be assigned by the Company, the Distributor or the Trust without the
prior written consent of the other party.
A copy of the Trust's Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts and notice is hereby given that this
instrument is executed on behalf of the trustees and not individually, and that
the obligations of this instrument are not binding upon any of the trustees,
officers or shareholders of the Trust individually, but binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and behalf by its duly authorized officer
on the date specified below.
STI CLASSIC VARIABLE TRUST
(Trust)
Date: ___________________ By: ____________________________
Name:
Title:
SEI lNVESTMENTS DISTRIBUTION CO.
(Distributor)
Date: ____________________ By: _____________________________
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
Date: ____________________ By: _____________________________
Name:
Title:
Schedule 1
Accounts of the Company
Investing in the Trust
Effective as of the date the Agreements was executed, the following separate
accounts of the Company are subject to the Agreement:
---------------------------- -------------------------- -------------------------- --------------------------
Name of Account and Date Established by SEC 1940 Act Type of Product
Subaccounts Board of Directors of Registration Number Supported by Account
the Company
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Allstate Financial 811-09327 Annuity
Advisors Separate Account I
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Effective as of_ the following Separate Accounts of the Company are hereby added
to this schedule l and made subject to the Agreement.
---------------------------- -------------------------- -------------------------- --------------------------
Name of Account and Date Established by SEC 1940 Act Type of Product
Subaccounts Board of Directors of Registration Number Supported by Account
the Company
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 1 in accordance with Article XI of the Agreement.
--------------------------------- ------------------------------
STI Classic Variable Trust Allstate Life Insurance Company
---------------------------------
SEI Investments Distribution Co.
Schedule 2
Classes of Contracts
Supported by Separate Accounts
Listed on Schedule 1
Effective as of the date the Agreement was executed, the following classes of
Contracts are subject to the Agreement:
---------------------------- -------------------------- -------------------------- --------------------------
Policy Marketing Name SEC 1933 Act Name of Supporting Annuity or Life
Registration Number Account
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Allstate Advisor (Sun N-4 333-102934 Allstate Financial Annuity
Trust Version) Advisors Separate
Account I
S-3 333-100068 Allstate Life Insurance
Company
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Allstate Advisor Preferred N-4 333-102934 Allstate Financial Annuity
(Sun Trust Version) Advisors Separate
Account I
S-3 333-100068 Allstate Life Insurance
Company
---------------------------- -------------------------- -------------------------- --------------------------
Effective as of______________, the following classes of Contracts are hereby
added to this Schedule 2 and made subject to the Agreement:
---------------------------- -------------------------- -------------------------- --------------------------
Policy Marketing Name SEC 1933 Act Name of Supporting Annuity or Life
Registration Number Account
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 2 in accordance with Article XI of the Agreement.
------------------------------------- -------------------------------
STI Classic Variable Trust Allstate Life Insurance Company
-------------------------------------
SEI Investments Distribution Co.
Schedule 3
Trust Series and Other Funding
Vehicles Available Under
Each Class of Contracts
Effective as of the date the Agreement was executed, the following Trust Series
and other Funding Vehicles are available under the Contracts:
------------------------------------- ------------------------------------- ---------------------------------
Contracts Marketing Name Trust Series Other Funding Vehicles
------------------------------------- ------------------------------------- ---------------------------------
------------------------------------- ------------------------------------- ---------------------------------
Allstate Advisor (Sun Trust Version) STI Capital
Appreciation Fund STI Growth and Income
Fund STI International Equity Fund STI
Investment Grade Bond Fund STI Mid-Cap
Equity Fund STI Small Cap Value Equity
Fund STI Value Income Stock Fund
------------------------------------- ------------------------------------- ---------------------------------
------------------------------------- ------------------------------------- ---------------------------------
Allstate Advisor Preferred (Sun STI Capital Appreciation Fund
Trust Version) STI Growth and Income Fund
STI International Equity Fund
STI Investment Grade Bond Fund
STI Mid-Cap Equity Fund
STI Small Cap Value Equity Fund
STI Value Income Stock Fund
------------------------------------- ------------------------------------- ---------------------------------
Effective as of ________________, this Schedule 3 is hereby amended to reflect
the following changes in Trust Series and other funding vehicles:
------------------------------------- ----------------------------------- -----------------------------------
Contracts Marketing Name Trust Series Other Funding Vehicles
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 3 in accordance with Article XI of the Agreement.
------------------------------------- ----------------------------------
STI Classic Variable Trust Allstate Life Insurance Company
-------------------------------------
SEI Investments Distribution Co.
Schedule 4
Investment Restrictions
Applicable to the Trust
Effective as of the date the Agreement was executed, the following investment
restrictions are applicable to the Trust:
o California diversification guidelines for foreign country investments by a
portfolio of a separate account
o California borrowing guideline limits applicable to a portfolio of a
separate account
Effective as of ___________________, this Schedule 4 is hereby amended to
reflect the following changes:
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 4 in accordance with Article XI of the Agreement.
------------------------------------- -------------------------------
STI Classic Variable Trust Allstate Life Insurance Company
-------------------------------------
SEI Investments Distribution Co.
