Exhibit 8(t)
Page 8
PARTICIPATION AGREEMENT
Among
XXX XXX WORLDWIDE INSURANCE TRUST,
XXX XXX SECURITIES CORPORATION.
XXX XXX ASSOCIATES CORPORATION
And
LINCOLN BENEFIT LIFE COMPANY
THIS AGREEMENT, made and entered into to be effective on Lincoln Benefit Life
Company December 1, 2003, by and among
_______________________________________________ (hereinafter the "Company"), a
Nebraska corporation, on its own behalf and on behalf of each segregated asset
account of the Company set forth on Schedule A hereto and incorporated herein by
this reference, as such Schedule A may from time to time be amended by mutual
written agreement of the parties hereto (each such account hereinafter referred
to as the "Account"), XXX XXX WORLDWIDE INSURANCE TRUST, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter the "Fund"), XXX XXX SECURITIES CORPORATION (hereinafter the
"Underwriter"), a Delaware corporation and XXX XXX ASSOCIATES CORPORATION
(hereinafter the "Adviser"), a Delaware corporation.
WHEREAS, the Funds engage in business as open-end management investment
companies and are available to act as the investment vehicle for separate
accounts established for variable life insurance policies and variable annuity
contracts (hereafter referred to collectively as the "Variable Insurance
Products") to be offered by insurance companies which have entered into
participation agreements with the Funds and the Underwriters (hereinafter the
"Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Funds is divided into several
series of shares, each representing the interest in a particular managed
portfolio of securities and other assets (each such series hereinafter referred
to as a "Portfolio"); and
WHEREAS, both of the Funds have obtained an order from the Securities
and Exchange Commission (hereinafter the "SEC"), granting Participating
Insurance Companies and variable annuity and variable life insurance separate
accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and
15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940
Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent
necessary to permit shares of the Funds to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Order");
and
WHEREAS, the Funds are registered as open-end management investment
companies under the 1940 Act and their shares are registered under the
Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Company has registered or will register certain variable
life insurance and variable annuity contracts under the 1933 Act, unless such
contracts are exempt from registration thereunder; and
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the aforesaid variable life insurance and
variable annuity contracts; and
WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act, unless such Account is exempt from
registration thereunder; and
WHEREAS, the Underwriter is registered as broker-dealers with the SEC
under the Securities Exchange Act of 1934, as amended (hereinafter the "1934
Act"), and are members in good standing of the National Association of
Securities Dealers, Inc. (hereinafter the "NASD"); and
WHEREAS, the Adviser is duly registered as investment adviser under the
Investment Adviser Act of 1940 and any applicable state securities law; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriters are authorized to sell such shares to
unit investment trusts such as each Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Funds, the Underwriter and the Adviser agree as follows:
ARTICLE I
Sale of Fund Shares
1.1. The Underwriter agrees to sell to the Company those shares of the
Portfolios (which are listed on Schedule B attached hereto and incorporated
herein by this reference, as such Schedule B may from time to time be
amended by mutual written agreement of the parties hereto) which each
Account orders, executing such orders on a daily basis at the net asset
value per share next computed after receipt by the Funds or their designee
of the order for the shares of the Portfolios subject to the terms and
conditions of this Agreement. For purposes of this Section 1.1, the Company
shall be the designee of the Funds for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the Funds;
provided that the Funds receive notice of such order by 9:00 a.m. Eastern
time on the next following Business Day. "Business Day" shall mean any day
on which the New York Stock Exchange is open for business and on which the
Funds calculates the Portfolios' net asset values pursuant to the rules of
the SEC.
1.2. The Funds agree to make Portfolio shares available for purchase at the
applicable net asset value per share by the Company and their Accounts on
those days on which the Funds calculate their net asset values pursuant to
the rules of the SEC and the Funds shall use reasonable efforts to
calculate such net asset values on each day on which the New York Stock
Exchange is open for trading. Notwithstanding the foregoing, the Boards of
Trustees of the Funds (hereinafter the "Board") may refuse to sell shares
of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio, if such action is required by law or by regulatory
authorities having jurisdiction, or if it is, in the sole discretion of the
Board, desirable or advisable, and in the best interests of the
shareholders of such Portfolio.
1.3. The Funds and the Underwriter agree that shares of the Funds will be sold
only to Participating Insurance Companies and their separate accounts or
other accounts (e.g., qualified retirement plans) as may be permitted so
that the Variable Insurance Products continue to qualify as a "life
insurance, annuity or variable contract" under Section 817(h) of the
Internal Revenue Code of 1986, as amended (hereinafter the "Code"). No
shares of any Portfolio will be sold to the general public.
1.4. The Funds and the Underwriter will not sell Fund shares to any insurance
company, separate account or other account unless an agreement containing
provisions substantially the same as Article I, Section 2.5 of Article II,
Sections 3.4 and 3.5 of Article III, Article V and Article VII of this
Agreement is in effect to govern such sales.
1.5. Subject to their rights under Section 18(f) of the 1940 Act, the Funds
agree to redeem for cash, on the Company's request, any full or fractional
shares of a Portfolio held by the Company, executing such requests on a
daily basis at the net asset value per share next computed after receipt by
the Funds or their designee of the request for redemption. For purposes of
this Section 1.5, the Company shall be the designee of the Funds for
receipt of requests for redemption from each Account and receipt by such
designee shall constitute receipt by the Funds; provided that the Funds
receive notice of such request for redemption by 9:00 a.m., Eastern Time,
on the next following Business Day. Payment of redemption proceeds for any
whole or fractional shares shall be made within seven days of actual
receipt of the redemption request by the Funds, or within such greater or
lesser period as may be permitted by law or rule, regulation, interpretive
position or order of the SEC.
1.6. The Company agrees that purchases and redemptions of Portfolio shares
offered by the then-current prospectus of the Funds shall be made in
accordance with the provisions of such prospectus. The Company agrees that
all net amounts available in the Accounts which are listed in Schedule A
attached hereto and incorporated herein by this reference, as such Schedule
A may from time to time be amended by mutual written agreement of the
parties hereto (the "Contracts"), shall be invested in the Portfolios and
in such other Funds advised by the Adviser as are listed in Schedule B, or
in the Company's general account; provided that such amounts may also be
invested in an investment company other than the Funds.
1.7. The Company shall pay for Portfolio shares on the next Business Day after
an order to purchase such shares is made in accordance with the provisions
of this Article I. Payment shall be in federal Funds transmitted by wire.
For purposes of Sections 2.10 and 2.11, upon receipt by the Funds of the
federal funds so wired, such funds shall cease to be the responsibility of
the Company and shall become the responsibility of the Funds.
1.8. Issuance and transfer of the Funds' shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Funds will be recorded in an appropriate title for each
Account or the appropriate sub account of each Account.
1.9. The Funds shall furnish same day notice (by wire or telephone, followed by
written confirmation) to the Company of any income dividends or capital
gain distributions payable on the Portfolios' shares. The Company hereby
elects to receive all such income dividends and capital gain distributions
as are payable on the Portfolio shares in additional shares of that
Portfolio. The Company reserves the right to revoke this election and to
receive all such income dividends and capital gain distributions in cash.
The Funds shall notify the Company of the number of shares so issued as
payment of such dividends and distributions.
1.10.The Funds shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical
after the net asset value per share is calculated (normally by 6:30 p.m.,
Eastern Time) and shall use their best efforts to make such net asset value
per share available by 7:00 p.m., Eastern Time.
ARTICLE II
Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or exempt therefrom; that the Contracts will
be issued and sold in compliance in all material respects with all
applicable federal and state laws and that the sale of the Contracts shall
comply in all material respects with state insurance suitability
requirements. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under the Insurance
Code and Regulations of the State of Nebraska, (the "Code") and has
registered or, prior to any issuance or sale of the Contracts, will, unless
exempt from registration, register each Account as a unit investment trust
in accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.
2.2. The Company represents that the Contracts will be eligible for treatment as
life insurance or annuity contracts under applicable provisions of the Code
and that it will make every effort to maintain such treatment and that it
will notify the Funds and the Underwriter promptly upon having determined
that the Contracts may have ceased to be so treated or that they might not
be so treated in the future.
2.3. The Company represents and warrants that all of its directors/trustees,
employees, investment adviser and other individuals/entities dealing with
money and/or securities of the Funds are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the
benefit of the Funds, in an amount not less than $5 million. The aforesaid
bond shall include coverage for larceny and embezzlement and shall be
issued by a reputable bonding company. The Company shall notify the Funds,
the Underwriter and the Adviser in the event that such coverage no longer
applies.
2.4. The Funds represent and warrant that Fund shares sold pursuant to this
Agreement are registered under the 1933 Act, duly authorized for issuance
and sale in compliance in all material respects with the terms of this
Agreement and all applicable federal and state securities laws, and that,
while shares of the Portfolios are being offered for sale, the Funds are
and shall remain registered under the 1940 Act. The Funds shall amend their
Registration Statement under the 1933 Act and the 1940 Act from time to
time as required in order to effect the continuous offering of Portfolio
shares. The Funds shall register or otherwise qualify the shares for sale
in accordance with the laws of the various states only if and to the extent
deemed advisable by the Funds or the Underwriter.
2.5. The Funds represent that each Portfolio is qualified as a Regulated
Investment Company under Subchapter M of the Code and that it will make
every effort to maintain such qualification (under Subchapter M or any
successor or similar provision) and that it will notify the Company
promptly upon having determined that any Portfolio may have ceased to so
qualify or that it might not so qualify in the future.
2.6. The Funds currently do not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
otherwise, although it may make such payments in the future. To the extent
that it decides to finance distribution expenses pursuant to Rule 12b-1,
the Funds undertake to have a board of trustees, a majority of whom are not
interested persons of the Funds, formulate and approve any plan under Rule
12b-1 to finance distribution expenses.
2.7. The Funds make no representation as to whether any aspect of their
operations (including, but not limited to, fees, expenses and investment
policies) complies with the insurance laws or regulations of the various
states except that the Funds represents that the Funds have disclosed or
made available, in writing, all information requested by Company and
represents and warrants that such written information is true and accurate
in all material respects as of the effective date of this Agreement.
Without prior written notice to the Company, the Funds will not make any
changes in fundamental investment policies or advisory fees, and shall at
all times remain in compliance with federal securities law as it applies to
insurance products. The Company will use its best efforts to provide the
Funds with copies of amendments to provisions of state insurance laws and
regulations related to separate accounts and variable products, which may
affect the Funds' operations.
2.8. The Xxx Xxx Worldwide Insurance Trust represents that it is lawfully
organized and validly existing under the laws of the Commonwealth of
Massachusetts and that it does and will comply in all material respects
with the 1940 Act.
2.9. The Underwriter represents and warrants that they are members in good
standing of the NASD and are registered as broker-dealers with the SEC. The
Underwriters further represents that they will sell and distribute
Portfolio shares to the Company in accordance with all applicable state and
federal securities laws, including, without limitation, the 1933 Act, the
1934 Act and the 0000 Xxx.
2.10.The Adviser represents and warrants that they are and shall remain duly
registered in all material respects under all applicable federal and state
securities laws and that they shall perform its obligations for the Funds
in compliance in all material respects with any applicable state and
federal securities laws.
2.11.The Funds, the Underwriter and the Adviser represent and warrant that all
of their directors/trustees, officers, employees, investment adviser and
other individuals/entities dealing with money and/or securities of the
Funds are and shall continue to be at all times covered by a blanket
fidelity bond or similar coverage for the benefit of the Funds, in an
amount not less than the minimum coverage as required by Rule 17g-1 of the
1940 Act or related provisions as may from time to time be promulgated. The
aforesaid bond shall include coverage for larceny and embezzlement and
shall be issued by a reputable bonding company. The Funds shall notify the
Company in the event such coverage no longer applies.
ARTICLE III
Prospectuses and Proxy Statements; Voting
3.1. The Underwriters shall provide the Company (at the Underwriter's expense)
with as many copies of the Funds' current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Funds
shall provide such documentation (including a final copy of the new
prospectus as set in type at the Funds' expense) and other assistance as is
reasonably necessary in order for the Company once each year (or more
frequently if the prospectus for the Funds is amended) to have the
prospectus (or private offering memorandum, if a Contract and its
associated Account are exempt from registration) for the Contracts and the
Funds' prospectus printed together in one document (such printing to be at
the Company's expense).
3.2. The Funds' prospectuses shall state that the Statement of Additional
Information for the Funds is available from the Underwriters (or in the
Funds' discretion, from the Funds), and the Underwriters (or the Funds), at
their expense, shall provide such Statement of Additional Information free
of charge to the Company and to any owner of a Contract or prospective
owner who requests such Statement.
3.3. The Funds', at their expense, shall provide the Company with copies of
their proxy statements, reports to shareholders, and other communications
to shareholders in such quantity as the Company shall reasonably require
for distributing to Contract owners.
3.4. If and to the extent required by law, the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote Portfolio shares in accordance with instructions received from
Contract owners; and
(iii)vote Portfolio shares for which no instructions have been received in
the same proportion as shares of such Portfolio for which instructions
have been received,
so long as and to the extent that the SEC continues to interpret the 1940
Act to require pass-through voting privileges for variable contract owners.
The Company reserves the right to vote Fund shares held in any segregated
asset account in its own right, to the extent permitted by law. The Company
shall be responsible for assuring that each of its separate accounts
participating in the Funds calculates voting privileges in a manner
consistent with the standards set forth in the Shared Funding Order and
rules and regulations of the SEC, which standards will also be provided to
other Participating Insurance Companies.
3.5. The Funds will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular, the Funds will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although or
the Funds are not one of the trusts described in Section 16(c) of that Act)
as well as with Sections 16(a) and, if and when applicable, 16(b). Further,
the Funds will act in accordance with the SEC's interpretation of the
requirements of Section 16(a) with respect to periodic elections of
trustees and with whatever rules the SEC may promulgate with respect
thereto.
ARTICLE IV
Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Funds or
its designee, each piece of sales literature or other promotional material
in which the Funds, the Underwriter or the Adviser is named, at least
fifteen Business Days prior to its use. No such material shall be used
unless approved in writing by the all of the Funds or the Underwriters. The
Funds and the Underwriter will use reasonable best efforts to provide the
Company with written response within ten Business Days of receipt of such
materials. Any piece which merely names the Funds, the Underwriters or the
Adviser as participating in the Variable Insurance Products may be used
after ten Business Days of receipt by the Funds and the Underwriters if the
Company has not received a written response from the Funds or the
Underwriters.
4.2. The Company shall not give any information or make any representations or
statements on behalf of the Funds or concerning the Funds in connection
with the sale of the Contracts other than the information or
representations contained in the registration statements or prospectuses
for the Funds, as such registration statements and prospectuses may from
time to time be amended or supplemented, or in reports or proxy statements
for the Funds, or in sales literature or other promotional material
provided to the Company by the Funds or their designee or by the
Underwriters, except with the written permission of the Funds or such
Underwriter, pursuant to Section 4.1 hereof.
4.3. The Funds, the Underwriter or their designee shall furnish, or shall cause
to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least fifteen Business Days prior to its
use. No such material shall be used unless approved in writing by the
Company or its designee. The Company will use reasonable best efforts to
provide the Funds with written response within ten Business Days of receipt
of such materials. Any piece which merely states that the Funds, the
Underwriters or the Adviser are participating in the Variable Insurance
Products may be used after ten Business Days after receipt by the Company
if the Funds or the Underwriters have not received a written response from
the Company.
4.4. The Funds and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, each
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as
such registration statement and prospectus may from time to time be amended
or supplemented, or in published reports which are in the public domain or
approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Funds will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to any of the
Portfolios or their shares, promptly following the filing of such document
with the SEC or other regulatory authorities.
4.6. The Company will provide to the Funds at least one complete copy of all
registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above,
that relate to the Contracts or each Account, promptly following the filing
of such document with the SEC or other regulatory authorities; and, if a
Contract and its associated Account are exempt from registration, the
equivalents to the above.
4.7. For purposes of this Agreement, the phrase "sales literature or other
promotional material" includes, but is not limited to, any of the following
that refer to the Funds or any affiliate of the Funds: advertisements (such
as material published or designed for use in a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
or electronic display, signs or billboards, motion pictures, or other
public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public,
including brochures, circulars, research reports, market letters, form
letters, seminar texts, reprints or excerpts of any other advertisement,
sales literature or published article), educational or training materials
or other communications distributed or made generally available to some or
all agents or employees.
ARTICLE V
Fees and Expenses
5.1. The Funds and the Underwriter shall pay no fee or other compensation to the
Company under this Agreement, except that if the Funds or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the
Underwriter in writing and such payments will be made out of existing fees
otherwise payable to the Underwriter, past profits of the Underwriter or
other resources available to the Underwriter. No such payments shall be
made directly by the Funds. Currently, no such payments are contemplated.
5.2. Except as otherwise expressly provided in the Agreement, all expenses
incident to performance by the Funds under this Agreement shall be paid by
the Funds. The Funds shall see to it that all Portfolio shares are
registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Funds, in
accordance with applicable state laws prior to their sale. The Funds shall
bear the expenses for the cost of registration and qualification of the
Portfolios' shares, preparation and filing of the Funds' prospectus and
registration statement, proxy materials and reports, setting the prospectus
in type, setting in type and printing the proxy materials and reports to
shareholders (including the costs of printing a prospectus that constitutes
an annual report), the preparation of all statements and notices required
by any federal or state law and all taxes on the issuance or transfer of
the Portfolios' shares. 5.3. The Company shall bear the expenses of
printing and distributing the Funds' prospectus to owners of Contracts
issued by the Company and of distributing the Funds' proxy materials and
reports to such Contract owners.
ARTICLE VI
Diversification
6.1. The Funds will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Funds will at all times comply
with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating
to the diversification requirements for variable annuity, endowment or life
insurance contracts and any amendments or other modifications to such
Section or Regulation. In the event of a breach of this Article VI by the
Funds, it will take all reasonable steps (a) to notify Company of such
breach and (b) to adequately diversify the Funds so as to achieve
compliance with the grace period afforded by Regulation 1.817-5.
ARTICLE VII
Potential Conflicts
7.1. The Boards will monitor the Funds for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Funds. A material irreconcilable
conflict may arise for a variety of reasons, including: (a) an action by
any state insurance regulatory authority; (b) a change in applicable
federal or state insurance, tax or securities laws or regulations, or a
public ruling, private letter ruling, no-action or interpretive letter or
any similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding; (d)
the manner in which the investments of a Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by a
Participating Insurance Company to disregard the voting instructions of
contract owners. The Boards shall promptly inform the Company if they
determine that a material irreconcilable conflict exists and the
implications thereof.
7.2. The Company will report any potential or existing conflicts to the Boards.
The Company will assist the Boards in carrying out its responsibilities
under the Shared Funding Order, by providing the Boards with all
information reasonably necessary for the Boards to consider any issues
raised. This includes, but is not limited to, an obligation by the Company
to inform the Boards whenever any of the events in Section 7.1, as they
pertain to the Company, occur (e.g., a decision to disregard contract owner
voting instructions).
7.3. If it is determined by a majority of a Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense
and to the extent reasonably practicable (as determined by a majority of
the disinterested trustees), take whatever steps are necessary to remedy or
eliminate the material irreconcilable conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts
from the Funds or any Portfolio and reinvesting such assets in a different
investment medium, including (but not limited to) another Portfolio of the
Funds, or submitting the question whether such segregation should be
implemented to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract
owners, life insurance contract owners or variable contract owners of one
or more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contract owners the option of
making such a change, and (2) establishing a new registered management
investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the
Company may be required, at the Funds election, to withdraw the affected
Account's investment in the Funds and terminate this Agreement with respect
to such Account; provided, however, that such withdrawal and termination
shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
trustees of the Board. Any such withdrawal and termination must take place
within six months after the Funds give written notice that this provision
is being implemented, and until the end of that six month period the Funds
and the Underwriters shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Funds.
7.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with
that of other state regulators, then the Company will withdraw the affected
Account's investment in the Funds and terminate this Agreement with respect
to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created a material
irreconcilable conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested trustees of the Board. Until the end of that six-month
period, the Funds and the Underwriter shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares
of the Funds.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of
the disinterested trustees of each Board shall determine whether any
proposed action adequately remedies a material irreconcilable conflict, but
in no event will the Funds be required to establish a new funding medium
for the Contracts. The Company shall not be required by Section 7.3 to
establish a new funding medium for the Contracts if an offer to do so has
been declined by vote of a majority of Contract owners materially adversely
affected by the material irreconcilable conflict. In the event that the
Board determines that any proposed action does not adequately remedy a
material irreconcilable conflict, then the Company will withdraw the
Account's investment in the Funds and terminate this Agreement within six
months after the Board informs the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the disinterested trustees of the
Boards. 7.7. 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
provision of the 1940 Act or the rules promulgated thereunder with respect
to mixed or shared funding (as defined in the Shared Funding Order) on
terms and conditions materially different from those contained in the
Shared Funding Order, then (a) the Funds and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to
comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3 as adopted,
to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1,
7.2, 7.3, 7.4 and 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
8.1(a). The Company agrees to indemnify and hold harmless the Funds, the
Underwriter and the Adviser and each trustee/director and officer thereof
and each person, if any, who controls the Funds, the Underwriters, or the
Adviser within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Company), expenses or litigation (including
legal and other expenses) (hereinafter referred to collectively as a
"Loss"), to which the Indemnified Parties may become subject under any
statute or regulation, at common law or otherwise, insofar as a Loss is
related to the sale or acquisition of the Funds' shares or the Contracts
and:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration
statement, prospectus or private offering memorandum for the Contracts
or contained in the Contracts or sales literature or other promotional
materials for the Contracts (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 statement therein not
misleading, provided that this agreement to indemnify shall not apply
as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by or on
behalf of the Indemnified Party for use in the registration statement
or prospectus for the Contracts or in the Contracts or in sales
literature or any other promotional materials (or any amendment or
supplement to any of the foregoing); or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statements, prospectuses or sales literature or other promotional
materials of the Funds not supplied by the Company, or persons under
its control) or wrongful conduct of the Company or persons under its
control, with respect to the sale or distribution of the Contracts or
Funds shares; or
(iii)arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus or
sales literature or other promotional materials of the Funds (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 if such statement or omission was
made in reliance upon or in conformity with written information
furnished to the Funds, the Underwriters or the Adviser by or on
behalf of the Company; or
(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement;
or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Company, as limited by and in accordance with the provisions of
Sections 8.1 (b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision
with respect to any Loss incurred or assessed against an Indemnified Party
as such may arise from 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 or duties under this Agreement or to the Funds, the
Underwriters or the Adviser, whichever is applicable.
8.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
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
Company of any such claim shall not relieve the Company from any liability
which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In
case any such action is brought against the Indemnified Parties, the
Company shall be entitled to participate, at its own expense, in the
defense thereof. The Company also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action. After
notice from the Company to such Party of the Company's election to assume
the defense thereof, the Indemnified Party shall bear the fees and expenses
of any additional counsel retained by it, and the Company will 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. 8.1(d). The
Indemnified Parties will promptly notify the Company of the commencement of
any litigation or proceedings against them in connection with this
Agreement, the issuance or sale of Portfolio shares or the Contracts or the
operation of the Funds.
8.2. Indemnification By The Funds
8.2(a). The Funds severally agree to indemnify and hold harmless the Company,
and each of its directors/trustees and officers and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any Loss to which the Indemnified Parties may become subject under
any statute or regulation, at common law or otherwise, insofar as a Loss is
related to the operations of the Funds and:
(i) arise as a result of any failure by the Funds to provide the services
and furnish the materials under the terms of this Agreement (including
a failure to comply with the diversification requirements specified in
Article VI of this Agreement);or
(ii) arise out of or result from any material breach of any representation
and/or warranty made by the Funds in this Agreement or arise out of or
result from any other material breach of this Agreement by the Funds,
as limited by and in accordance with the provisions of Sections 8.2(b)
and 8.2(c) hereof.
8.2(b). The Funds shall not be liable under this indemnification provision with
respect to any Loss incurred or assessed against an Indemnified Party as
such may arise from 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 the Company, an Account, the Funds,
the Underwriters or the Adviser, whichever is applicable.
8.2(c). The Funds shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Funds in writing within a
reasonable time after the summons or other first legal process giving
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
Funds of any such claim shall not relieve the Funds from any liability
which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In
case any such action is brought against the Indemnified Parties, the Funds
shall be entitled to participate, at their own expense, in the defense
thereof. The Funds also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action. After notice
from the Funds to such party of the Funds' election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Funds will 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.
8.2(d). The Company will promptly notify the Funds of the commencement of any
litigation or proceedings against the Indemnified Parties in connection
with this Agreement, the issuance or sale of Portfolio shares or the
Contracts, the operation of each Account or the acquisition of shares of
the Funds.
8.3. Indemnification By The Underwriter
8.3(a) The Underwriter agrees to indemnify and hold harmless the Company and
each of its directors/trustees and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.3)
against any Loss to which the Indemnified Parties may become subject under
any statute or regulation, at common law or otherwise, insofar as a Loss is
related to the sale or acquisition of the Funds' shares or the Contracts
and:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or prospectus or sales literature or other promotional materials of
the Funds (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, provided that
this agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with written
information furnished to the Funds, the Underwriters or the Adviser by
or on behalf of the Indemnified Party for use in the registration
statement or prospectus of the Funds or in sales literature or other
promotional materials (or any amendment or supplement to any of the
foregoing); or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statements, prospectuses or sales literature or other promotional
materials for the Contracts not supplied by the Underwriters or
persons under their control) or wrongful conduct of the Funds or
Underwriters or persons under their control, with respect to the sale
or distribution of the Contracts or Funds shares; or
(iii)arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus or
private offering memorandum for the Contracts or contained in the
Contracts or sales literature or other promotional materials for the
Contracts (or any amendment or supplement to any of the foregoing) or
arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statement or statements therein not misleading,
if such statement or omission was made in reliance upon or in
conformity with written information furnished to the Company by or on
behalf of the Funds or the Underwriters; or
(iv) arise as a result of any failure by the Underwriters to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification requirements specified
in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Underwriters in this Agreement or arise
out of or result from any other material breach of this Agreement by
the Underwriters, as limited by and in accordance with the provisions
of Sections 8.3(b) and 8.3(c) hereof.
8.3(b). The Underwriter shall not be liable under this indemnification provision
with respect to any Loss incurred or assessed against an Indemnified Party
as such may arise from 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 the Company or an
Account, whichever is applicable.
8.3(c). The Underwriter shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Underwriters in writing within a
reasonable time after the summons or other first legal process giving
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
Underwriter of any such claim shall not relieve the Underwriters from any
liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified
Parties, the Underwriter shall be entitled to participate, at its own
expense, in the defense thereof. The Underwriter also shall be entitled to
assume the defense thereof, with counsel satisfactory to the Party named in
the action. After notice from an Underwriter to such Party of the
Underwriter's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will 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.
8.3(d). The Company will promptly notify the Underwriter of the commencement of
any litigation or proceedings against the Indemnified Parties in connection
with this Agreement, the issuance or sale of Portfolio shares or the
Contracts or the operation of each Account.
8.4. Indemnification By The Adviser
8.4(a) The Adviser agrees to indemnify and hold harmless the Company and each of
its directors/trustees and officers and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act (collectively,
the "Indemnified Parties" for purposes of this Section 8.4) against any
Loss to which the Indemnified Parties may become subject under any statute
or regulation, at common law or otherwise, insofar as a Loss is related to
the sale or acquisition of the Funds' shares or the Contracts and:
(i) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statements, prospectuses or sales literature or other promotional
materials for the Contracts not supplied by the Adviser, or persons
under its control) or wrongful conduct of the Adviser or persons under
its control, with respect to the sale or distribution of the Contracts
or Funds shares; or
(ii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus or
private offering memorandum for the Contracts or contained in the
Contracts or sales literature or other promotional materials 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 statement or
statements therein not misleading, if such statement or omission was
made in reliance upon or in conformity with written information
furnished to the Company by or on behalf of the Adviser; or
(iii)arise as a result of any failure by the Adviser to provide the
services and furnish the materials under the terms of this Agreement
(including a) a failure by the Funds, whether unintentional or in good
faith or otherwise, to comply with the diversification requirements
specified in Article VI of this Agreement or b) a material error in
the calculation of any net asset value); provided, however, such
indemnity under this subsection (iii) shall be limited to the cost of
reprocessing all transactions affected by such error or at the
Adviser' discretion the cost of reimbursing the underlying portfolio
or
(iv) arise out of or result from any material breach of any representation
and/or warranty made by the Adviser in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Adviser, as limited by and in accordance with the provisions of
Sections 8.4(b) and 8.4(c) hereof.
8.4(b). The Adviser shall not be liable under this indemnification provision
with respect to any Loss incurred or assessed against an Indemnified Party
as such may arise from 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 the Company or an
Account, whichever is applicable.
8.4(c). The Adviser shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
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
Adviser of any such claim shall not relieve the Adviser from any liability
which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In
case any such action is brought against the Indemnified Parties, the
Adviser shall be entitled to participate, at its own expense, in the
defense thereof. The Adviser also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action. After
notice from the Adviser to such party of the Adviser's election to assume
the defense thereof, the Indemnified Party shall bear the fees and expenses
of any additional counsel retained by it, and the Adviser will 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.
8.4(d). The Company will promptly notify the Adviser of the commencement of any
litigation or proceedings against the Indemnified Parties in connection
with this Agreement, the issuance or sale of Portfolio shares or the
Contracts or the operation of each Account.
8.5. Except as otherwise expressly provided in the Agreement, no party shall be
liable to any other party for special, consequential, punitive or exemplary
damages, or damages of a like kind or nature; and, without limiting the
foregoing, with respect to Section 1.10 of Article I and Sections 8.2, 8.3
and 8.4 of Article VIII as such Sections relate to errors in calculation or
untimely reporting of net asset value per share or dividend or capital gain
rate, the liability of a party to any other party shall be limited to the
amount required to correct the value of the Account as if there had been no
incorrect calculation or reporting or untimely reporting of the net asset
value per share or dividend or capital gain rate.
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 State of New York.
9.2. This Agreement shall be subject to the provisions of the 1933 Act, the 1934
Act and the 1940 Act and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
SEC may grant (including, but not limited to, the Shared Funding Order) and
the terms of this Agreement shall be interpreted and construed in
accordance therewith. ARTICLE X Termination
10.1.This Agreement shall continue in full force and effect until the first to
occur of:
(a) termination by any party for any reason by sixty (60) days' advance
written notice delivered to the other parties; or
(b) termination by the Company by written notice to a Fund and its
Underwriter with respect to any Portfolio based upon the Company's
determination that shares of such Portfolio are not reasonably
available to meet the requirements of the Contracts; or
(c) termination by the Company by written notice to a Fund and its
Underwriter with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes the use
of such shares as the underlying investment media of the Contracts
issued or to be issued by the Company; or
(d) termination by the Company by written notice to a Funds its
Underwriter and its Adviser with respect to any Portfolio in the event
that such Portfolio 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 Fund
will fail to so qualify; or
(e) termination by the Company by written notice to a Fund, its
Underwriter and its Adviser with respect to any Portfolio in the event
that such Portfolio fails to meet the diversification requirements
specified in Article VI hereof; or
(f) termination by either the Funds or the Underwriter by written notice
to the Company, if either one or both of the Funds or one or both of
the Underwriters shall determine, in their sole judgment exercised in
good faith, that the Company and/or its affiliated companies has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity; or
(g) termination by the Company by written notice to the Funds and the
Underwriter, if the Company shall determine, in its sole judgment
exercised in good faith, that either a Fund or a Underwriter has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity; or
10.2.Effect of Termination. Notwithstanding termination of this Agreement, the
Funds and the Underwriter shall, if the Company and the Underwriter
mutually agree, continue to make available additional shares of the Funds
pursuant to the terms and conditions of this Agreement, for all Contracts
in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to
retain investments in the Funds, reinvest dividends and redeem investments
in the Funds. The parties agree that this Section 10.2 shall not apply to
any terminations under Section 1.2 of Article I or under Article VII, and
the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.
10.3 The Company shall not redeem Funds shares attributable to the
Contracts (as opposed to Funds shares attributable to the Company's
assets held in the Account) except (i) as necessary to implement
Contract Owner initiated or approved transactions; or (ii) as required
or permitted by state and/or federal laws or regulations or judicial
or other legal precedent of general application (hereinafter referred
to as a "Legally Required Redemption"); or (iii) as a result of action
by the Funds' Boards, acting in good faith, upon sixty (60) days'
advance written notice to the Company and Contract Owners.
Furthermore, except in cases where permitted under the terms of the
Contracts, the Company shall not prevent Contract Owners from
allocating payments to a Portfolio that was otherwise available under
the Contracts without first giving the Funds or the Underwriter 90
days' advance written notice of its intention to do so.
ARTICLE XI
Notices
Any notice shall be sufficiently given when sent by registered or
certified mail or next-day delivery to the other parties at the address of
such parties set forth below or at such other address as any party may from
time to time specify in writing to the other parties.
If to the Company:
===================================
Attention:___________________________
If to the Xxx Xxx Worldwide Insurance Funds:
c/o Xxx Xxx Global
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President, with a copy to the General Counsel
If to the Xxx Xxx Securities Corporation:
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President, with a copy to the General Counsel
If to Xxx Xxx Associates Corporation:
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President, with a copy to the General Counsel
ARTICLE XII
Miscellaneous
12.1.All persons dealing with the Funds must look solely to the property of the
Funds for the enforcement of any claims against the Funds as neither the
Board, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Funds.
12.2.Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of
the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto 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 affected party, until such time as it may come into
the public domain.
12.3.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.
12.4.This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
12.5.If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
12.6.Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including, without limitation, the
SEC, the NASD and state insurance regulators) and shall permit 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.
12.7.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.
12.8.This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties
hereunder; provided, however, that the Underwriter may assign this
Agreement or any rights or obligations hereunder to any affiliate of or
company under common control with the Underwriter, if such assignee is duly
licensed and registered to perform the obligations of the Underwriter under
this Agreement.
12.9.The Company shall furnish, or shall cause to be furnished, to the Funds or
its designee, copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting
principles) and annual report (prepared under generally accepted
accounting principles ("GAAP"), if any), as soon as practical and in
any event within 120 days after the end of each fiscal year;
(b) the Company's semi-annual statements (statutory) (and GAAP, if any),
as soon as practical and in any event within 60 days after the end of
each period:
(c) any financial statement, proxy statement, notice or report of the
Company sent to stockholders and/or policyholders, as soon as
practical after the delivery thereof to stockholders;
(d) any registration statement (without exhibits) and financial reports of
the Company filed with the SEC or any state insurance regulator, as
soon as practical after the filing thereof;
(e) any other report submitted to the Company by independent accountants
in connection with any annual, interim or special audit made by them
of the books of the Company, as soon as practical after the receipt
thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly
authorized representative and its seal to be hereunder affixed hereto as of
the date specified below.
LINCOLN BENEFIT LIFE COMPANY Attest:
By: By: ________________________
-
Name: Name: ______________________
----------------------------------
Title: Title: _______________________
---------------------------------
XXX XXX WORLDWIDE INSURANCE TRUST Attest:
By: By: _________________________
-
Name: Name: _______________________
----------------------------------
Title: Title: ________________________
---------------------------------
XXX XXX SECURITIES CORPORATION Attest:
By: By: __________________________
-
Name: Name: ________________________
----------------------------------
Title: ______________________ Title: _________________________
XXX XXX ASSOCIATES CORPORATION Attest:
By: _______________________ By: __________________________
Name: ____________________ Name: ________________________
Title: _____________________ Title: _________________________