FUND PARTICIPATION AGREEMENT
This
Agreement is entered into effective as of the 3rd day of December, 2007, by and
among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company
organized under the laws of the State of Delaware, SUN LIFE INSURANCE AND
ANNUITY COMPANY OF NEW YORK, a life insurance company organized under the laws
of the State of New York (both insurance companies are hereinafter collectively
referred to as the "Insurance Company"), LAZARD ASSET MANAGEMENT SECURITIES LLC,
a limited liability company organized under the laws of the State of Delaware
("Lazard"), and LAZARD RETIREMENT SERIES, INC. a corporation
organized under the laws of the State of Maryland ("Fund"), with respect to the
Fund's Portfolios and shares classes named on Schedule 1, as it may be amended
from time to time (each a "Portfolio").
ARTICLE
I.
DEFINITIONS
The
following terms used in this Agreement shall have the meanings set forth
below:
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1.1
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"1933
Act" shall mean the Securities Act of 1933, as
amended.
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1.2
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"1940
Act" shall mean the Investment Company Act of 1940, as
amended.
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1.3
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"Board"
shall mean Fund's Board of
Directors.
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1.4
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"Business
Day" shall mean any day for which the Portfolios calculate net asset value
per share as described in the Portfolio
Prospectuses.
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1.5
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"Code"
shall mean the Internal Revenue Code of 1986, as
amended.
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1.6
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"Commission"
shall mean the Securities and Exchange
Commission.
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1.7
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"Contract"
shall mean a variable annuity contract or variable life insurance policy
that uses a Portfolio as an underlying investment medium and is named on
Schedule 1.
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1.8
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"Contract
Portfolios" shall mean investment companies, other than the Portfolios,
used by a Contract as an underlying investment
medium.
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1.9
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"Contract
Prospectus" shall mean the currently effective prospectus and statement of
additional information or other offering documents with respect to a
Contract (such as a written description of a Contract not registered under
the 1933 Act), including any supplements or amendments
thereto.
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1.10
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"Contractholder"
shall mean any person that is a party to a Contract with a Participating
Company.
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1.11
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"Disinterested
Board Members" shall mean those members of the Board that are not deemed
to be "interested persons" of Fund, as defined in the 0000
Xxx.
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1.12
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"General
Account" shall mean the general account of Insurance
Company.
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1.13
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"IRS"
shall mean the Internal Revenue
Service.
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1.14
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"NASD"
shall mean the National Association of Securities Dealers,
Inc.
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1.15
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"Notice"
shall mean the notice related to the
Order.
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1.16
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"Order"
shall mean Fund's mixed and shared funding exemptive order of the
Commission pursuant to Section 6(c) of the 0000
Xxx.
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1.17
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"Participants"
shall mean individuals who participate under a group
Contract.
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1.18
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"Participating
Company" shall mean any insurance company, including Insurance Company,
that offers variable annuity contract and/or variable life insurance
policies and that has entered into an agreement with Fund for the purpose
of making Portfolio shares available to serve as the underlying investment
medium for Contracts.
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1.19
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"Parties"
shall mean Insurance Company, Lazard and Fund,
collectively.
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1.20
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"Portfolio
Prospectus" shall mean the currently effective prospectus and statement of
additional information with respect to a Portfolio, including any
supplements or amendments thereto.
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1.21
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"Separate
Account" shall mean a separate account duly established by Insurance
Company that invests in a Portfolio and is named on Schedule
1.
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1.22
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"Shares"
shall mean shares of each of the Portfolios of the
Fund.
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ARTICLE
II.
REPRESENTATIONS,
WARRANTIES AND AGREEMENTS
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2.1
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Insurance
Company represents, warrants and covenants
that:
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(a)
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it
is and shall remain an insurance company duly organized and in good
standing under applicable law;
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(b)
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it
has legally and validly established and shall maintain each Separate
Account pursuant to applicable insurance laws and
regulations;
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(c)
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it
has registered and shall maintain the registration of each Separate
Account as a unit investment trust under the 1940 Act to serve as a
segregated investment account for the Contracts, or, alternatively, it has
not so registered the Separate Accounts in proper reliance upon an
exclusion from such registration (which exclusion shall be communicated to
Fund);
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(d)
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each
Separate Account is and at all times shall be eligible to invest in Shares
of a Portfolio without such investment disqualifying Fund as an investment
medium for insurance company separate accounts supporting variable annuity
contract and/or variable life insurance
policies;
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(e)
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each
Separate Account is and at all times shall be a "segregated asset account"
and interests in each Separate Account that are offered to the public
shall be issued exclusively through the purchase of a Contract that is and
at all times shall be a "variable contract," in each case within the
meaning of such terms under Section 817 of the Code and the regulations
thereunder; Insurance Company agrees to notify Fund and Lazard immediately
upon having a reasonable basis for believing that such requirements have
ceased to be met or that they might not be met in the
future;
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(f)
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the
Contracts are and at all times shall be treated as life insurance,
endowment or annuity contracts under applicable provisions of the Code,
and it shall notify Fund 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;
and
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(g)
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all
of its employees and agents who deal with money and/or securities of Fund
are and shall continue to be at all times covered by a blanket fidelity
bond or similar coverage, which shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company, in an
amount not less than that required to be maintained by Fund; Insurance
Company agrees to hold for the benefit of Fund and to pay to Fund any
amounts lost from larceny, embezzlement or other events covered by said
bond to the extent such amounts properly belong to Fund pursuant to the
terms of this Agreement.
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2.2
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Insurance
Company represents, warrants and covenants that: (a) units of
interest in each Separate Account available through the purchase of
Contracts are registered under the 1933 Act, or are not so registered in
proper reliance upon an exclusion from such registration; (b) the
Contracts shall be issued and sold in compliance in all material respects
with all applicable federal and state laws, including state insurance
suitability requirements; and (c) Insurance Company will otherwise comply
with all applicable federal and state laws, including state insurance laws
and regulations, in the performance of this
Agreement. Insurance Company agrees to inform Fund promptly of
any investment restrictions imposed by state insurance law and applicable
to Fund.
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2.3
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Insurance
Company will not enter into any arrangements, formal or informal, to
permit or facilitate any Contractholder's use of market timing or
excessive trading strategies with respect to Portfolio
Shares. Insurance Company has implemented reasonable procedures
to monitor for such activities and will cooperate with Fund's reasonable
requests in taking steps to deter and to detect the use of market timing
or excessive trading strategies by Contractholders, including providing
identity information (solely for the purpose of deterring and detecting
the use of market timing or excessive trading strategies by
Contractholders) and other information Fund reasonably
requests.
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2.4
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Fund
represents and warrants that:
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(a)
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it
is and shall remain registered with the Commission as an open-end,
management investment company under the 1940
Act;
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(b)
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Portfolio
Shares are registered under the 1933
Act;
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(c)
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it
possesses and shall maintain all legal and regulatory licenses, approvals,
consents and/or exemptions required for it to operate and offer its Shares
as an underlying investment medium for the
Contracts;
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(d)
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each
Portfolio is or will be qualified as a regulated investment company under
Subchapter M of the Code, it shall make every effort to maintain such
qualification, and it shall notify Insurance Company promptly upon having
a reasonable basis for believing that any Portfolio invested in by a
Separate Account has ceased to so qualify or that it might not so qualify
in the future; and
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(e)
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all
of its directors, officers, employees, investment advisers, and other
individuals/entities who deal with the money and/or securities of Fund are
and shall continue to be at all times covered by a blanket fidelity bond
or similar coverage, which shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company, for the
benefit of Fund in an amount not less than that required by Rule 17g-1
under the 0000 Xxx.
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2.5
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Fund
makes no representation as to whether any aspect of is operations,
including without limitation, investment policies, fees and expenses,
complies with the insurance laws of any
state.
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2.6
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Each
Portfolio's assets will be managed and invested in a manner that complies
with the requirements of 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. If a
Portfolio fails to comply with Section 817(h) of the Code, Fund will take
all reasonable steps to adequately diversify the Portfolio so as to
achieve compliance within the grace period afforded by Treasury Regulation
§1.817-5. If Fund does not adequately diversify the Portfolio
during the grace period, it will take reasonable steps to notify Insurance
Company that the Portfolio has failed to so comply. In the
event the IRS asserts in writing in connection with any governmental audit
or review of Insurance Company or, to Insurance Company's knowledge, of
any Contractholder, that any Portfolio has failed or allegedly failed to
comply with the diversification requirements of Section 817(h) of the Code
or the regulations thereunder or Insurance Company otherwise becomes aware
of any facts that could give rise to any claim against Fund or its
affiliates as a result of such a failure or alleged failure, Insurance
Company shall promptly notify Fund and Lazard of such assertion or
potential claim and shall permit Fund and Lazard and its affiliates and
their legal and accounting advisers to participate in any conferences,
discussions or proceedings with the IRS, any Contractholder or any other
claimant regarding such claims.
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2.7
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Each
Party agrees that it will comply with all applicable laws and regulations
relating to consumer privacy ("Privacy Law") and that it is prohibited
from using or disclosing any nonpublic personal information (as defined in
Regulation S-P, or any similar term or terms as defined in other
applicable Privacy Law, "Customer Information") received from another
Party other than (a) as required by law, regulation or rule; (b) as
permitted in writing by the disclosing party; (c) to its affiliates; or
(d) as necessary to perform this Agreement or to service Contractholders,
in each case in compliance with the reuse and redisclosure provisions of
Privacy Law. Each Party shall use its best efforts to (i) cause
its employees and agents to be informed of and to agree to be bound by
Privacy Law and the provisions of this Agreement and (ii) maintain
physical, electronic and procedural safeguards reasonably designed to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of, Customer
Information.
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2.8
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Insurance
Company has adopted and implemented compliance policies and procedures to
comply with all money laundering and currency transaction reporting laws,
regulations, requirements and guidance applicable to Fund or applicable to
Insurance Company, as the case may be, including those relating to
Contractholder identification and verification; monitoring for Specially
Designated Nationals and Blocked Persons named on the U.S. Treasury
Department's Office of Foreign Assets Control list or other similar
governmental lists; suspicious activity reporting; and recordkeeping
requirements (collectively, "AML Requirements"), and with any "money
laundering" guidelines as may be provided by Lazard or Fund or agreed with
Lazard and Fund.
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(a)
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Insurance
Company will ensure the ability of federal examiners to obtain information
and records relating to AML Requirements and the ability of Lazard and
Fund or their agents to inspect the records and facilities of Insurance
Company regarding compliance with AML
Requirements.
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(b)
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Insurance
Company will provide Fund with such information, representations and
certifications regarding compliance with AML Requirements as Fund may
reasonably request.
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(c)
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Insurance
Company will notify Fund if any of Insurance Company's representations
with respect to compliance with AML Requirements ceases to be
true.
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2.9
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Insurance
Company understands that Fund's activities may be performed on its behalf
by Lazard (as distributor) or the Portfolios' investment adviser, transfer
agent or other authorized service
providers.
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2.10
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Lazard
understands that Insurance Company may perform certain services on behalf
of each Separate Account.
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ARTICLE
III.
FUND
SHARES
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3.1
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Fund
agrees to make the Shares of each Portfolio available for purchase by
Insurance Company and each Separate Account at net asset value, subject to
the terms and conditions of this Agreement and the Portfolio
Prospectus. Fund may refuse to sell the Shares of any Portfolio
to any person, or suspend or terminate the offering of the Shares of any
Portfolio, as permitted by law or by regulatory authorities having
jurisdiction or if, in the sole discretion of the Board acting in good
faith and in light of its fiduciary duties under federal and any
applicable state laws, suspension or termination is necessary and in the
best interests of the shareholders of such
Portfolio.
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3.2
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Fund
agrees that it shall sell Shares of the Portfolios only to Participating
Companies and their separate accounts, the general accounts of
Participating Companies and their affiliates and to qualified pension and
retirement plans. No Shares of any Portfolio will otherwise be
sold to the general public.
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3.3
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Except
as noted in this Article III, Fund and Insurance Company agree that orders
and related payments to purchase and redeem Portfolio Shares shall be
processed in the manner set out in Schedule 2
hereto.
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(a)
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Insurance
Company represents that it has adopted, and will at all times during the
term of this Agreement maintain, reasonable and appropriate procedures
("Late Trading Procedures") designed to ensure that any and all orders
relating to the purchase, sale or exchange of Portfolio Shares
communicated by Insurance Company to Fund or its agent to be treated in
accordance with Schedule 2 as having been received on a Business Day have
been received by Insurance Company by the Close of Trading (as defined in
Schedule 2) on such Business Day and were not modified after the Close of
Trading, and that all orders received from Contractholders but not
rescinded by the Close of Trading were communicated to Fund or its agent
as received for that Business Day.
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(b)
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Each
transmission of Share orders by Insurance Company shall constitute a
representation by Insurance Company that such orders are accurate and
complete and relate to orders received by Insurance Company by the Close
of Trading on the Business Day for which the order is to be priced and
that such transmission includes all orders relating to Portfolio Shares
received from Contractholders but not rescinded by the Close of
Trading.
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(c)
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Insurance
Company will provide Fund with (A) a copy of the Late Trading
Procedures and (B) such certifications and representations regarding
the Late Trading Procedures as Fund may reasonably
request. Insurance Company will ensure the ability of
appropriate regulatory authorities to obtain information and records
relating to the Late Trading Procedures and the ability of Lazard and Fund
or their agents to inspect the records and facilities of Insurance Company
regarding compliance with the Late Trading
Procedures. Insurance Company will notify Fund in writing of
any material change in the Late Trading Procedures within 30 days of such
change.
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3.4
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Fund
shall confirm each purchase or redemption order made by Insurance
Company. Transfer of Portfolio Shares shall be by book entry
only. No share certificates shall be issued to Insurance
Company. Shares ordered from Fund shall be recorded in an
appropriate title for Insurance Company, on behalf of each Separate
Account or the General Account.
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3.5
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Fund
shall promptly notify Insurance Company of the amount of dividend and
capital gain, if any, per share of each Portfolio to which each Separate
Account is entitled. Insurance Company hereby elects to
reinvest all dividends and capital gains of any Portfolio in additional
Shares of that Portfolio at the applicable net asset value per share,
until Insurance Company otherwise notifies Fund in
writing.
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ARTICLE
IV.
STATEMENTS
AND REPORTS
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4.1
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Fund
shall provide Insurance Company with monthly statements of account for
each Separate Account's Portfolio accounts as of the end of each month by
the fifteenth (15th) Business Day of the following
month.
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4.2
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(a) At
least annually, Fund or its designee shall provide Insurance Company with
as many copies of Portfolio Prospectuses as Insurance Company may
reasonably request for distribution by Insurance Company to existing
Contractholders and Participants with respect to Separate Accounts
invested in the relevant
Portfolios.
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(b)
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If
requested by Insurance Company, Fund or its designee shall provide
Portfolio Prospectuses in "camera ready" copy or, at the request of
Insurance Company, in the electronic format sent to the financial printer
and other assistance as is reasonably necessary in order for the Parties
once a year (or more frequently if the Portfolio Prospectuses are
supplemented or updated) to have the Contract Prospectuses and the
Portfolio Prospectuses printed together in one
document.
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(c)
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Fund
or its designee shall provide Insurance Company with as many copies of
Portfolio Prospectuses as Insurance Company may reasonably request for
distribution by Insurance Company to prospective purchasers of
Contracts.
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(d)
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The
form of the Portfolio Prospectuses provided to Insurance Company shall be
the final form of Portfolio Prospectus as filed with the Commission, which
form shall include only those Portfolios identified on Schedule
1.
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4.3
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Fund
shall provide Insurance Company with at least one complete copy of all
registration statements, periodic reports and proxy statements and all
applications for exemptive orders and requests for no-action letters that
relate to a Separate Account.
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4.4
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Fund
shall provide Insurance Company with copies of each Portfolio's periodic
reports, proxy statements and other printed materials (which the Portfolio
customarily provides to its shareholders) in quantities as Insurance
Company may reasonably request for distribution by Insurance Company to
each Contractholder and Participant with respect to Separate Accounts
invested in that Portfolio.
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4.5
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Insurance
Company shall provide Fund with at least one complete copy of all
registration statements, periodic reports, proxy statements, applications
for exemptive orders, requests for no-action letters, and all amendments
to any of the above, that are material to a Portfolio promptly after the
filing of such document with the Commission or other regulatory
authorities or, if such materials are not filed, contemporaneously with
first use. Insurance Company shall provide to Fund and Lazard
any complaints received from Contractholders pertaining to Fund or a
Portfolio.
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4.6
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Expenses
with respect to the materials to be provided by this Article IV shall be
borne by the Parties set forth on Schedule
3.
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ARTICLE
V.
CONTRACTHOLDER
AND TRANSACTION INFORMATION
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5.1
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Insurance
Company agrees to provide Fund, upon written request (which may include
electronic writings and facsimile transmissions, a "Request"), the
taxpayer identification number (the "TIN"), if known, of any or all
Contractholder(s) who have purchased, redeemed, transferred or exchanged
Portfolio Shares held through a Separate Account during the period covered
by the Request and the amount, date, name or other identifier of any
investment professional(s) associated with the Contractholders or Separate
Account (if known), and transaction type (purchase, redemption, transfer,
or exchange) of every purchase, redemption, transfer, or exchange of
Shares.
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(a)
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Requests
must set forth a specific period, not to exceed 180 days from the date of
the Request for which transaction information is sought. Fund
may request transaction information older than 180 days from the date of
the Request as it deems necessary to investigate compliance with policies
established by Fund for the purpose of eliminating or reducing any
dilution of the value of Shares.
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(b)
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Insurance
Company agrees to transmit the requested information that is on the
Separate Account's books and records to Fund or its designee promptly, but
in any event not later than 10 Business Days after receipt of a Request;
provided, however, that Requests for transaction information prior to
October 16, 2007, shall be provided promptly. The parties agree
that the format for any transaction information provided to the Fund (as
well as any transaction requests submitted to Insurance Company by the
Fund) will follow the National Securities Clearing Corporation
Standardized Data Report Format. Data will not be transmitted
in any other format.
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5.2
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Insurance
Company agrees to execute written instructions from Fund (which may
include electronic writings and facsimile transmissions) to restrict or
prohibit further "Contractholder initiated" (as defined below) purchases
or exchanges of Shares by a Contractholder that has been identified by
Fund as having engaged in transactions in Shares that violate policies
established by Fund for the purpose of eliminating or reducing any
dilution of the value of Portfolio
Shares.
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(a)
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Instructions
must include the TIN, if known, and the specific restriction(s) to be
executed. If the TIN is not known, the instructions must
include an equivalent identifying number of the Contractholder(s) or other
agreed upon information to which the instruction
relates.
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(b)
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Insurance
Company agrees to execute instructions as soon as reasonably practicable,
but not later than five Business Days after receipt of the instructions by
Insurance Company.
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(c)
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Insurance
Company agrees to provide written confirmation to Fund as soon as
reasonably practicable that instructions have been executed, but not later
than 10 Business Days after the instructions have been
executed.
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(d)
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For
purposes of this Article V, the phrase "Contractholder initiated" shall
not include purchases or exchanges of Shares by a Contractholder that
occur (i) automatically pursuant to a contractual or systematic
program or enrollments such as transfers of assets within a Contract out
of a Fund as a result of annuity payouts, loans, systematic withdrawal
programs, asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a Contract;
(iii) as a result of scheduled withdrawals or surrenders from a Contract;
(iv) as a result of payment of a death benefit or a living benefit from a
Contract; (v) as a result of payments such as loan repayments, scheduled
contributions, retirement plan salary reduction contributions, or planned
premium payments to the Contract; or (vi) as a result of any other similar
type of transaction that does not require any current or ongoing action by
the Contractholder.
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5.3
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Insurance
Company will use best efforts to determine, promptly upon the Request of
Fund, but not later than five Business Days after receipt of the Request
by Insurance Company, whether any other person that holds Shares through a
Separate Account is an "indirect intermediary" as defined in Rule 22c-2
under the 1940 Act ("Indirect Intermediary") and, upon further request
from Fund:
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(a)
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provide
(or arrange to have provided) the identification and transaction
information set forth in Section 5.1 of this Agreement regarding a
Contractholder who holds Shares through the Indirect Intermediary;
or
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(b)
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restrict
or prohibit the Indirect Intermediary from purchasing Shares on behalf of
itself or other persons.
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ARTICLE
VI.
EXPENSES
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6.1
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Except
as otherwise specifically provided herein, each Party will bear all
expenses incident to its performance under this
Agreement.
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6.2
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Lazard
may pay Insurance Company for distribution and/or other services relating
to Portfolio Shares pursuant to any distribution plan adopted by Fund in
accordance with Rule 12b-1 under the 1940 Act, subject to the terms of an
agreement between Insurance Company and Lazard related to such
plan.
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ARTICLE
VII.
EXEMPTIVE
RELIEF
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7.1
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Insurance
Company acknowledges that the Fund has been granted the
Order. As required by the conditions set forth in the Notice,
Insurance Company shall report any potential or existing conflicts
promptly to the Board. In addition, Insurance Company shall be
responsible for assisting the Board in carrying out its responsibilities
under the Order by providing the Board with all information necessary for
the Board to consider any issues raised including, without limitation,
information whenever Contract voting instructions are
disregarded. Insurance Company, at least annually (but more
frequently if requested by Fund), shall submit to the Board such reports,
materials, or data as the Board may reasonably request so that the Board
may carry out fully the obligations imposed upon it by the
Order. Insurance Company agrees to carry out such
responsibilities with a view only to the interests of existing
Contractholders.
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7.2
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If
a majority of the Board, or a majority of Disinterested Board Members,
determines that a material irreconcilable conflict exists with regard to
Contractholder investments in Fund, the Board shall give prompt notice to
all Participating Companies. If the Board determines that
Insurance Company is a Participating Company for whom the conflict is
relevant, Insurance Company shall at its sole cost and expense, and to the
extent reasonably practicable (as determined by a majority of the
Disinterested Board Members), 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:
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(a)
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withdrawing
the assets allocable to some or all Separate Accounts from Fund or any
Portfolio and reinvesting such assets in a different investment medium
(which may include another
Portfolio);
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(b)
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submitting
the question of whether such segregation should be implemented to a vote
of all affected Contractholders and, as appropriate, segregating the
assets of any appropriate group (i.e. variable annuity or variable life
insurance Contractholders) that votes in favor of such segregation;
and/or
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(c)
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establishing
a new registered management investment company or managed separate
account.
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7.3
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If
a material irreconcilable conflict arises as a result of a decision by
Insurance Company to disregard Contractholder voting instructions and that
decision represents a minority position or would preclude a majority vote,
Insurance Company may be required, at the Board's election, to withdraw
the investments of its Separate Accounts in
Fund.
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7.4
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For
the purpose of this Article, a majority of the Disinterested Board Members
shall determine whether any proposed action adequately remedies any
material irreconcilable conflict, but in no event shall Fund or Lazard or
any other investment adviser of Fund be required to bear the expense of
establishing a new funding medium for any Contract. Insurance
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 Contractholders materially and adversely affected by the
material irreconcilable conflict.
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7.5
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No
action by Insurance Company taken or omitted, and no action by a Separate
Account or Fund taken or omitted as a result of any act or failure to act
by Insurance Company pursuant to this Article VII shall relieve Insurance
Company of its obligations under, or otherwise affect the operations of,
this Article VII.
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ARTICLE
VIII.
VOTING OF
FUND SHARES
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8.1
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Insurance
Company shall provide pass-through voting privileges to all
Contractholders and Participants so long as and to the extent the
Commission continues to interpret the 1940 Act as requiring pass-through
voting privileges or to the extent otherwise required by
law. Accordingly, Insurance Company, where applicable, shall
vote Shares of a Portfolio held in each Separate Account in a manner
consistent with voting instructions timely received from its
Contractholders and Participants. Insurance Company shall be
responsible for assuring that the Separate Account determines voting
privileges in a manner consistent with other Participating
Companies. Insurance Company shall vote Shares for which it has
not received timely voting instructions, as well as Shares it owns, in the
same proportion as it votes those Shares for which it has received voting
instructions.
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8.2
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If
and to the extent Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are
amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any
provision of the 1940 Act or the rules thereunder with respect to mixed
and shared funding on terms and conditions materially different from any
exemptions granted in the Order, then Fund, and/or the Participating
Companies, as appropriate, shall take such steps as may be necessary to
comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as
adopted, to the extent such Rules are
applicable.
|
|
8.3
|
Insurance
Company agrees that it shall not, without the prior written consent of
Fund and Lazard, solicit, introduce or encourage Contractholders or
Participants to (a) change or supplement Fund's investment adviser or (b)
change, modify, substitute, add to or delete a Portfolio from the current
investment options under the
Contracts.
|
ARTICLE
IX.
MARKETING
|
9.1
|
Fund
or its designee shall periodically furnish Insurance Company with sales
literature or other promotional materials for each Portfolio, in
quantities as Insurance Company may reasonably request, for distribution
to prospective purchasers of Contracts. Expenses for the
printing of such documents shall be borne by Fund. Expenses for
the distribution of such documents shall be borne by Insurance
Company.
|
|
9.2
|
Insurance
Company shall designate certain persons or entities that shall have the
requisite licenses to solicit applications for the sale of
Contracts.
|
|
9.3
|
Insurance
Company shall furnish, or shall cause to be furnished, to Fund each piece
of sales literature or other promotional material in which Fund, Lazard or
Fund's investment adviser or administrator is named, at least five (5)
Business Days prior to its use. No such material shall be used
unless Fund and Lazard or their respective designees approve such material
in writing.
|
|
9.4
|
Fund
shall furnish, or shall cause to be furnished, to Insurance Company each
piece of Fund's sales literature or other promotional material in which
Insurance Company or a Separate Account is named, at least five (5)
Business Days prior to its use. No such material shall be used
unless Insurance Company approves such material in
writing.
|
|
9.5
|
Insurance
Company shall not give any information or make any representations or
statements on behalf of Fund or Lazard or concerning Fund or any Portfolio
other than the information or representations contained in a Portfolio
Prospectus, periodic reports, proxy statements or in sales literature or
other promotional material approved by
Fund.
|
|
9.6
|
Fund
shall not, in connection with the sale of Portfolio Shares, give any
information or make any representations on behalf of Insurance Company or
concerning Insurance Company, a Separate Account, or the Contracts other
than the information or representations contained in a Contract
Prospectus, in published reports for each Separate Account that are in the
public domain or approved by Insurance Company for distribution to
Contractholders or Participants, or in sales literature or other
promotional material approved by Insurance
Company.
|
|
9.7
|
For
purposes of this Agreement, the phrase "sales literature or other
promotional material" or words of similar import include, without
limitation, advertisements (such as material published, or designed for
use, in a newspaper, magazine or other periodical, radio, television,
telephone or tape recording, videotape display, signs or billboards,
motion pictures or other public media), sales literature (such as any
written communication distributed or made generally available to customers
or the public, including brochures, circulars, research reports, market
letters, form letters, seminar texts, or 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, prospectuses, statements of
additional information, shareholder reports and proxy materials, and any
other material constituting sales literature or advertising under the
rules of the NASD, the 1940 Act or the 1933
Act.
|
ARTICLE
X.
INDEMNIFICATION
|
10.1
|
Insurance
Company agrees to indemnify and hold harmless Fund, Lazard, any investment
adviser of a Portfolio, and their affiliates, and each of their respective
directors, trustees, general members, officers, employees, agents and each
person, if any, who controls any of the foregoing entities or persons
within the meaning of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 10.1), against any and all losses,
claims, damages or liabilities, joint or several (including any
investigative, legal and other expenses reasonably incurred in connection
with or any amounts paid in settlement of, any action, suit or proceeding
or any claim asserted and any income taxes, penalties or toll charges)
(collectively, "Losses") for which the Indemnified Parties may become
subject insofar as such Losses (or actions in respect
thereof):
|
|
(a)
|
arise
out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement, Contract
Prospectus, Contract or sales literature or other promotional material
relating to a Separate Account or the Contracts (collectively, "Account
documents") or arise out of or are based upon the omission or the alleged
omission to state in any Account documents a material fact required to be
stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading; provided,
however, that Insurance Company shall not be liable in any such case to
the extent that any such Loss arises out of or is based upon any such
materially untrue statement or material omission made in any Account
document which materially untrue statement or material omission was made
in reliance upon and in conformity with written information furnished by
or on behalf of Fund specifically for use
therein;
|
|
(b)
|
arise
out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement, Portfolio
Prospectus or sales literature or other promotional material relating to
Fund or a Portfolio (collectively, "Portfolio documents") or arise out of
or are based upon the omission or the alleged omission to state in any
Portfolio documents a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, provided such materially untrue
statement or material omission was made in reliance upon and in conformity
with information furnished to Fund or Lazard by or on behalf of Insurance
Company specifically for use
therein;
|
|
(c)
|
arise
out of or as a result of statements or representations (other than
statements or representations contained in any Portfolio document not made
in reliance upon and in conformity with information furnished to Fund or
Lazard by or on behalf of Insurance Company specifically for use therein
and on which Insurance Company has reasonably relied) or wrongful conduct
of Insurance Company or its respective agents and persons under its
control with respect to the sale and distribution of Contracts or
Portfolio Shares;
|
|
(d)
|
arise
out of any material breach of any representation, warranty and/or covenant
made by Insurance Company in this Agreement, or arise out of or result
from any other material breach of this Agreement by Insurance
Company;
|
|
(e)
|
arise
out of Insurance Company's incorrect calculation and/or incorrect or
untimely reporting of net purchase or redemption orders provided, however,
that Insurance Company shall have no obligation to indemnify and hold
harmless the Indemnified Parties if the incorrect calculation and/or
incorrect or untimely reporting was the result of incorrect information
furnished by or on behalf of Fund;
or
|
|
(f)
|
arise
out of or are related to any tax liability under Section 851 of the Code
arising from purchases or redemptions by the General Account or the
accounts of Insurance Company's
affiliates.
|
|
10.2
|
Lazard
agrees to indemnify and hold harmless Insurance Company and its respective
directors, trustees, general members, officers, employees, agents and each
person, if any, who controls Insurance Company within the meaning of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 10.2), against Losses for which Indemnified Parties may become
subject insofar as such Losses (or actions in respect
thereof):
|
|
(a)
|
arise
out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Portfolio documents or arise out of
or are based upon the omission or the alleged omission to state in any
Portfolio documents a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading; provided, however, that Lazard shall
not be liable in any such case to the extent that any such Loss arises out
of or is based upon any such materially untrue statement or material
omission made in any Portfolio document which materially untrue statement
or material omission was made in reliance upon and in conformity with
information furnished by or on behalf of Insurance Company specifically
for use therein;
|
|
(b)
|
arise
out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in Account documents or arise out of or are
based upon the omission or the alleged omission to state in any Account
documents a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they
were made, not misleading, provided such materially untrue statement or
material omission was made in reliance upon and in conformity with written
information furnished to Insurance Company or Contract Distributor by or
on behalf of Fund specifically for use
therein;
|
|
(c)
|
arise
out of or as a result of statements or representations (other than
statements or representations contained in any Account document on which
Fund or Lazard have reasonably relied) or wrongful conduct of Fund or
Lazard or their respective agents and persons under their respective
control with respect to the sale and distribution of Portfolio
Shares;
|
|
(d)
|
arise
out of any material breach of any representation and/or warranty made by
Fund or Lazard in this Agreement, or arise out of or result from any other
material breach of this Agreement by Fund or Lazard;
or
|
|
(e)
|
arise
out of Fund's failure to correct in a timely manner any incorrect
calculation and/or reporting of the daily net asset value, dividend rate
or capital gain distribution rate of a Portfolio; provided, however, that
Fund shall have no obligation to indemnify and hold harmless the
Indemnified Parties if the incorrect calculation or reporting was the
result of incorrect information furnished by or on behalf of Insurance
Company or Contract Distributor or otherwise as a result of or relating to
Insurance Company's or Contract Distributor's negligence or breach of this
Agreement.
|
|
10.3
|
In
no event shall Fund or Lazard be liable for any consequential, incidental,
special or indirect damages resulting to Insurance Company
hereunder.
|
|
10.4
|
Notwithstanding
anything herein to the contrary, in no event shall Fund or Lazard be
liable to any individual or entity including, without limitation,
Insurance Company or any Contractholder or Participant, with respect to
any Losses that arise out of or result from a breach of any
representation, warranty, and/or covenant made by Insurance Company
hereunder or by any Participating Company under an agreement containing
substantially similar representations, warranties and
covenants.
|
|
10.5
|
(a) Promptly
after receipt by a Party that may be entitled to indemnification under
this Article ("Indemnified Party" for purposes of this Section) of notice
of the commencement of any action which may result in Losses, such
Indemnified Party shall, if a claim in respect thereof is to be made
against the indemnifying party under this Article ("Indemnifying Party"
for purposes of this Section), notify Indemnifying Party of the
commencement thereof. The failure to so notify shall not
relieve Indemnifying Party from any liability under this Article X, except
to the extent that Indemnifying Party is damaged as a result of the
failure to give such notice. If Indemnified Party notifies
Indemnifying Party of the commencement of any such action, Indemnifying
Party shall be entitled to participate therein and, to the extent that it
may wish, assume the defense thereof, with counsel reasonably satisfactory
to Indemnified Party, and to the extent that Indemnifying Party has given
notice to such effect and is performing its obligations under this
Article, Indemnifying Party shall not be liable for any legal or other
expenses subsequently incurred by Indemnified Party in connection with the
defense thereof, other than reasonable costs of
investigation. Notwithstanding the foregoing, in any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at its expense
unless (a) Indemnifying Party and Indemnified Party shall have
mutually agreed to the retention of such counsel or (b) the named
parties to any such proceeding (including any impleaded parties) include
both Indemnifying Party and Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. Indemnifying Party
shall not be liable for any settlement of any proceeding effected without
its written consent.
|
|
|
(b)
|
No
party shall be liable under any of the foregoing indemnification
provisions with respect to any Losses or litigation to which an
Indemnified Party would otherwise be subject by reason of such Indemnified
Party's willful misfeasance, bad faith or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under
this Agreement.
|
|
9.6
|
A
successor by law of any Party to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article
X.
|
ARTICLE
XI.
COMMENCEMENT
AND TERMINATION
|
11.1
|
This
Agreement shall continue in force until terminated in accordance with the
provisions herein.
|
|
11.2
|
This
Agreement shall terminate without penalty as to one or more
Portfolios:
|
|
(a)
|
at
any time from the date hereof upon 90 days' written
notice;
|
|
(b)
|
at
the option of Insurance Company if it determines that Shares of any
Portfolio are not reasonably available to meet the requirements of the
Contracts; Insurance Company shall furnish prompt written notice of
election to terminate and termination shall be effective ten days after
receipt of written notice unless Fund makes available a sufficient number
of Shares to meet the requirements of the Contracts within such ten day
period;
|
|
(c)
|
at
the option of Insurance Company upon the institution of formal proceedings
against Fund or Lazard or their respective affiliates by the Commission or
any other regulatory body, the expected or anticipated ruling, judgment or
outcome of which would, in Insurance Company's reasonable judgment,
materially impair the other's ability to meet and perform its obligations
and duties hereunder; prompt written notice of election to terminate shall
be furnished with termination to be effective as specified
therein;
|
|
(d)
|
at
the option of Fund upon the institution of formal proceedings against
Insurance Company or its affiliates by the Commission, the NASD or any
other regulatory body, the expected or anticipated ruling, judgment or
outcome of which would, in Fund's reasonable judgment, materially impair
the other's ability to meet and perform its obligations and duties
hereunder; prompt written notice of election to terminate shall be
furnished with termination to be effective as specified
therein;
|
|
(e)
|
upon
termination of the Investment Management Agreement between Fund, on behalf
of its Portfolios, and Lazard or its successors unless Insurance Company
specifically approves the selection of a new investment adviser for the
Portfolios;
|
|
(f)
|
at
the option of Fund upon a determination by the Board in good faith that it
is no longer advisable and in the best interests of shareholders for Fund
to continue to operate pursuant to this Agreement; termination shall be
effective upon 90 days' written notice by Fund to Insurance Company of
such termination;
|
|
(g)
|
at
the option of any Party, upon another's breach of any material
representation, warranty or other provision of this Agreement;
or
|
|
(h)
|
upon
assignment (as defined in the 0000 Xxx) of this Agreement, unless made
with the written consent of the non-assigning
Parties.
|
Any such
termination pursuant to this Article XI shall not affect the operation of
Articles VI or X of this Agreement. The Parties agree that any
termination pursuant to Article VII shall be governed by that
Article.
|
11.3
|
Notwithstanding
any termination of this Agreement, Fund and Lazard may, at the option of
Fund, continue to make available additional Portfolio Shares for so long
as Fund desires pursuant to the terms and conditions of this Agreement as
provided below, for all Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as the "Existing
Contracts"). Specifically, without limitation, if Fund so
elects to make additional Portfolio Shares available, the owners of the
Existing Contracts or Insurance Company, whichever shall have legal
authority to do so, shall be permitted to reallocate investments among the
Portfolios, redeem investments in the Portfolios and/or invest in the
Portfolios upon the making of additional purchase payments under the
Existing Contracts. In the event of a termination of this
Agreement pursuant to Section 11.2 hereof, Fund, as promptly as is
practicable under the circumstances, shall notify Insurance Company as to
whether Fund shall continue to make Portfolio Shares available after such
termination. If Portfolio Shares continue to be made available
after such termination, the provisions of this Agreement shall remain in
effect and thereafter either Fund or Insurance Company may terminate the
Agreement, as so continued pursuant to this Section 11.3, upon prior
written notice to the other Parties, such notice to be for a period that
is reasonable under the circumstances but, if given by Fund, need not be
for more than six months.
|
|
11.4
|
In
the event of any termination of this Agreement, the Parties agree to
cooperate and give reasonable assistance to one another in taking all
necessary and appropriate steps for the purpose of ensuring, to the extent
feasible under the circumstances, that a Separate Account owns no Shares
of a Portfolio beyond six months from the date of
termination. Such steps may include, without limitation,
substituting other investment company shares for those of the affected
Portfolio.
|
ARTICLE
XII.
AMENDMENTS
|
12.1
|
Any
changes in the terms of this Agreement shall be made by agreement in
writing by the Parties hereto, except as otherwise specified
herein.
|
ARTICLE
XIII.
NOTICE
|
13.1
|
Each
notice required by this Agreement shall be given by certified mail, return
receipt requested, to the appropriate Parties at the following
addresses:
|
|
Insurance
Company:
|
Sun
Life Assurance Company of Canada (U.S.)
One
Sun Life Executive Park
Xxxxxxxxx
Xxxxx, XX 00000
Attention: General
Counsel
|
|
Fund:
|
Lazard
Retirement Series, Inc.
00
Xxxxxxxxxxx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: General
Counsel
|
|
Lazard:
|
Lazard
Asset Management Securities LLC
00
Xxxxxxxxxxx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: General
Counsel
|
|
with
a copy to:
|
Stroock
& Stroock & Xxxxx LLP
000
Xxxxxx Xxxx
Xxx
Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx
X. Xxxxxxx, Esq.
|
Notice
shall be deemed to be given on the date of receipt by the addresses as evidenced
by the return receipt.
ARTICLE
XIV.
MISCELLANEOUS
|
14.1
|
If
any provision of this Agreement is held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement
will not be affected thereby.
|
|
14.2
|
The
rights, remedies, indemnities and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies,
indemnities and obligations, at law or in equity, to which the Parties are
entitled.
|
|
14.3
|
This
Agreement may be executed simultaneously in two or more counterparts, each
of which taken together shall constitute one and the same
instrument.
|
ARTICLE
XV.
LAW
14.1 This
Agreement shall be construed in accordance with the internal laws of the State
of Delaware,without giving effect to principles of conflict of
laws.
[remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, this Agreement has been executed and attested on behalf of the
Parties as of the date first above written.
SUN LIFE
ASSURANCE COMPANY OF CANADA (U.S.)
By:_____________________________
Its:
Authorized Signer
By:______________________________
Its:
Authorized Signer
SUN LIFE
INSURANCE AND ANNUITY COMPANY OF NEW YORK
By:_________________________________
Its:
Authorized Signer
By:__________________________________
Its:
Authorized Signer
LAZARD
RETIREMENT SERIES, INC.
By:___________________________
LAZARD
ASSET MANAGEMENT SECURITIES LLC
By:___________________________
SCHEDULE
1
Portfolio(s) Class
Lazard
Retirement Emerging Markets
Portfolio Service
Separate
Accounts
Sun Life Assurance Company
of Canada (U.S.):
Sun Life
of Canada (U.S.) Variable Account F
Sun Life Insurance and
Annuity Company of New York:
Sun Life
(N.Y.) Variable Account C
SCHEDULE
2
PORTFOLIO SHARE ORDER
PROCESSING
Pricing
|
2.
|
At
the end of each Business Day, Insurance Company shall calculate each
Separate Account's unit values. Using this unit value,
Insurance Company shall process that Business Day's Contract and Separate
Account transactions to determine the net dollar amount of each
Portfolio's Shares to be purchased or
redeemed.
|
|
3.
|
Fund
hereby appoints Insurance Company as its agent for the limited purpose of
receiving orders for the purchase and redemption of Portfolio Shares for
the Separate Accounts. Orders that Insurance Company receives
from Contractholders by the close of regular trading (the "Close of
Trading") on the New York Stock Exchange (the "NYSE") (usually 4:00 p.m.,
Eastern time) on each Business Day shall be treated by Fund and Insurance
Company as though received on that Business Day. Orders that
Insurance Company receives after the Close of Trading shall be treated by
Fund and Insurance Company as though received on the next Business
Day. All orders are subject to acceptance or rejection in the
sole discretion of Lazard or Fund or its agent, and orders shall be
effective only upon receipt in proper
form.
|
|
4.
|
Insurance
Company shall transmit net purchase or redemption orders to Fund or its
designee by 9:30 a.m. Eastern time on the Business Day next following the
effective trade date. For informational purposes only,
Insurance Company shall separately describe the amount of Shares of each
Portfolio that are being purchased, redeemed, or exchanged from one
Portfolio to the other. In addition, Insurance Company shall use its best
efforts to notify Fund in advance of any unusually large purchase or
redemption orders.
|
|
5.
|
Fund
shall execute purchase and redemption orders for a Portfolio's Shares that
relate to Insurance Company's General Account, or that do not relate to
Contract transactions, at that Portfolio's NAV (determined per paragraph 1
above) after Fund (not Insurance Company) receives the order and any
related purchase payments in accordance with this
Schedule.
|
|
6.
|
Fund
shall execute purchase and redemption orders for a Portfolio's Shares that
relate to Contracts funded by Separate Accounts either registered under
the 1940 Act or not so registered in the same manner, but only to the
extent that Insurance Company represents and warrants that it is legally
or contractually obligated to treat such orders in the same
manner. Each order for Portfolio Shares placed by Insurance
Company that is attributable, in whole or in part, to Contracts funded by
an unregistered Separate Account shall be deemed to constitute such
representation and warranty by Insurance Company unless the order
specifically states to the contrary. Otherwise, Fund shall
treat orders attributable to unregistered Separate Account Contracts in
the same manner as orders for the General
Account.
|
|
7.
|
Fund
shall execute purchase or redemption orders for a Portfolio's Shares that
do not satisfy the conditions specified in this Schedule at the
Portfolio's NAV next determined after such conditions have been
satisfied.
|
|
8.
|
If
Fund provides Insurance Company with materially incorrect net asset value
per share information through no fault of Insurance Company, Insurance
Company, on behalf of the Separate Account, may be entitled to an
adjustment to the number of Shares purchased or redeemed to reflect the
correct net asset value per share in accordance with Fund's current
policies for correcting pricing errors. Any material error in
the calculation of net asset value per share, dividend rate or capital
gain distribution rate information shall be reported promptly upon
discovery to Insurance Company.
|
Payment
|
9.
|
Insurance
Company shall pay for any net purchase order by wiring Federal Funds to
Fund or its designated custodial account by 4:00 p.m. Eastern time on the
same Business Day it transmits the order to Fund. If Fund does
not receive such payment by 4:00 p.m., Insurance Company shall promptly,
upon Fund's request, reimburse Fund for any charges, costs, fees, interest
or other expenses incurred by Fund in connection with any advances to, or
borrowings or overdrafts by, Fund, or any similar expenses incurred by
Fund, as a result of portfolio transactions effected by Fund based upon
such purchase request.
|
|
10.
|
Fund
shall pay for any net redemption order by wiring the redemption proceeds
to Insurance Company by 12 noon Eastern time on the same Business Day
after Insurance Company transmits such order to Fund or, upon notice to
Insurance Company, such longer period as permitted by the 1940 Act or the
rules, orders or regulations thereunder. In the case of any net
redemption order requesting the application of proceeds from the
redemption of one Portfolio's Shares to the purchase of another
Portfolio's Shares, Fund shall so apply such proceeds the same Business
Day that Insurance Company transmits such order to
Fund.
|
SCHEDULE
3
PAYMENT OF EXPENSES
PERTAINING TO ARTICLE IV.
Each of
the Insurance Company and the Fund, as applicable, will coordinate the functions
set forth below and shall pay the costs of completing such functions based upon
the following table. Where appropriate, costs shall be allocated to
reflect the Fund's pro rata share of costs as determined according to the number
of pages of the Fund’s respective portion of the entire
document(s). The term "Advisor" as used below refers to the Fund's
investment adviser.
|
Item
|
Function
|
Party
Responsible for Coordination
|
Party
Responsible for Expense
|
|
Mutual
Fund Prospectus
|
Electronic
copy of combined prospectuses made available
|
Company
|
Current
Clients - Fund
Prospective
Clients - Company
|
|
Distribution
(including postage) to Current Clients
|
Company
|
Fund
|
|
|
Distribution
(including postage) to Prospective Clients
|
Company
|
Company
|
|
|
Product
Prospectus
|
Printing
and Distribution for Current and Prospective Clients
|
Company
|
Company
|
|
Mutual
Fund Prospectus Update & Distribution
|
Electronic
copy, if Required by Fund or Advisor
|
Fund
or Advisor
|
Fund
or Advisor
|
|
If
Required by Company
|
Company
(Fund to provide Company with document in PDF format)
|
Company
|
|
|
Product
Prospectus Update & Distribution
|
If
Required by Fund or Advisor
|
Company
|
Fund
or Advisor
|
|
If
Required by Company
|
Company
|
Company
|
|
|
Mutual
Fund SAI
|
Printing
|
Fund
or Advisor
|
Fund
or Advisor
|
|
Distribution
(including postage)
|
Party
who receives the request
|
Party
who receives the request
|
|
|
Product
SAI
|
Printing
|
Company
|
Company
|
|
Distribution
|
Company
|
Company
|
|
|
Proxy/Merger
Materials for Mutual Fund
|
Electronic
copy if required by Law
|
Fund
or Advisor
|
Fund
or Advisor
|
|
Distribution
(including labor) if required by Law
|
Fund
or Advisor
|
Fund
or Advisor
|
|
|
Printing
& distribution if required by Company
|
Company
|
Company
|
|
|
Mutual
Fund Annual & Semi-Annual Report
|
Electronic
copy made available
|
Fund
or Advisor
|
Fund
or Advisor
|
|
Distribution
|
Fund
or Advisor
|
Fund
or Advisor
|
|
|
Operations
of the Account(s)
|
SEC
registration of units of separate account (24f-2 fees)
|
Company
|
Company
|
