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SALES AGREEMENT
THIS AGREEMENT is made by and between XXXXXXXXX & XXXXXX ADVISERS
MANAGEMENT TRUST ("TRUST"), a Massachusetts business trust and SENTRY LIFE
INSURANCE COMPANY ("LIFE COMPANY"), a life insurance company organized under the
laws of the State of Wisconsin.
WHEREAS, TRUST is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 ("'40 Act") as an open-end diversified
management investment company; and
WHEREAS, TRUST is organized as a series fund, currently with four
Portfolios: Liquid Asset Portfolio, Limited Maturity Bond Portfolio, Growth
Portfolio and Balanced Portfolio; and
WHEREAS, TRUST was organized to act as the funding vehicle for certain
variable contracts offered by life insurance companies through separate accounts
of such life insurance companies; and
WHEREAS, LIFE COMPANY has or will establish one or more separate accounts
to offer variable contracts and is desirous of having TRUST as the underlying
funding vehicle for such variable contracts.
NOW, THEREFORE, it is hereby agreed by and between TRUST and LIFE COMPANY
as follows:
1. TRUST will make available to the designated separate accounts of Life
Company shares of the selected Portfolios for investment of purchase payments of
variable contracts allocated to the designated separate accounts.
2. TRUST will make the shares available to such separate accounts at net
asset value next computed after receipt of each order by the TRUST.
3. Orders shall be placed for such shares with the TRUST's custodian
pursuant to procedures which are then in effect and which may be modified from
time to time. TRUST will provide LIFE COMPANY with documentation of all
procedures now in effect and will undertake to inform LIFE COMPANY of any
modifications to such procedures.
4. TRUST will provide LIFE COMPANY camera ready copy of the current TRUST
prospectus and any supplements thereto for printing by LIFE COMPANY. TRUST will
provide LIFE COMPANY a copy of the statement of additional information suitable
for duplication. TRUST will provide LIFE COMPANY camera ready copy of its proxy
material suitable for printing. TRUST will provide LIFE COMPANY annual and
semi-annual reports and any supplements thereto, in camera ready form.
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5. Any materials utilized by LIFE COMPANY which describe TRUST, its shares,
or its adviser shall be submitted to TRUST and its adviser and distributor,
Xxxxxxxxx & Xxxxxx Management Incorporated, for approval prior to use.
6. LIFE COMPANY shall be solely responsible for its actions in connection
with its use of TRUST and its shares and shall indemnify and hold harmless
TRUST, its officers and TRUSTees, and its adviser and distributor, Xxxxxxxxx &
Xxxxxx Management Incorporated and its officers and directors from any liability
arising from LIFE COMPANY's use of TRUST or its shares. LIFE COMPANY shall
exonerate TRUST, its officers and TRUSTees, and its adviser and distributor,
Xxxxxxxxx & Xxxxxx Management Incorporated and its officers and directors for
any use of LIFE COMPANY of the TRUST or its shares.
7. LIFE COMPANY and its agents will not make any representations concerning
the TRUST or TRUST shares except those contained in the then current prospectus
of the TRUST and in current printed sales literature of the TRUST.
8. LIFE COMPANY agrees to inform the Board of TRUSTees of TRUST of the
existence of or any potential for any material irreconcilable conflict of
interest between the interests of the contract owners of the separate accounts
of LIFE COMPANY investing in the TRUST and/or any other separate account of any
other insurance company investing in TRUST.
Any 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, 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 any Portfolio are being managed;
(e) a difference in voting instructions given by variable annuity contract
owners and variable life insurance contract owners or by contract
owners of different life insurance companies utilizing TRUST; or
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(f) a decision by LIFE COMPANY to disregard the voting instructions of
contract owners.
LIFE COMPANY will be responsible for assisting the Board of Trustees of
TRUST in carrying out its responsibilities by providing the Board with all
information reasonably necessary for the Board to consider any issue raised
including information as to a decision by Life Company to disregard voting
instructions of contract owners.
It is agreed that if it is determined by a majority of the members of the
Board of Trustees of TRUST or a majority of its disinterested Trustees that a
material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY
shall, at its own expense, take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, which steps may include, but are
not limited to,
(a) withdrawing the assets allocable to some or all of the separate
accounts from TRUST or any Portfolio and reinvesting such assets in a
different investment medium, including another Portfolio of the TRUST
or submitting the questions of whether such segregation should be
implemented to a vote of all affected contract owners and, as
appropriate, segregating the assets of any particular group (i.e.
annuity contract owners, life insurance contract owners or qualified
contract owners) that votes in favor of such segregation, or offering
to the affected contract owners the option of making such a change;
(b) establishing a new registered management investment company or managed
separate account.
If a material irreconcilable conflict arises because of LIFE COMPANY's
decision to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the LIFE
COMPANY may be required, at the TRUST's election, to withdraw its separate
account's investment in TRUST. No charge or penalty will be imposed against a
separate account as a result of such a withdrawal. LIFE COMPANY agrees that any
remedial action taken by it in resolving any material conflicts of interest will
be carried out with a view only to the interests of contract owners.
For purposes hereof, a majority of the disinterested members of the Board
of TRUSTees of TRUST shall determine whether or not any proposed action
adequately remedies any material irreconcilable conflict. In no event will
TRUST be required to establish a new funding medium for any variable contracts.
LIFE COMPANY shall not be required by the terms hereof to establish a new
funding medium for any variable contracts if an offer to do so has been declined
by vote of a majority of affected contract
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owners.
TRUST will undertake to promptly make known to LIFE COMPANY the Board of
Trustees' determination of the existence of a material irreconcilable conflict
and its implications.
9. LIFE COMPANY shall provide pass-through voting privileges to all
variable contract owners so long as the Securities and Exchange Commission
continues to interpret the '40 Act to require such pass-through voting
privileges for variable contract owners. LIFE COMPANY shall be responsible for
assuring that each of its separate accounts participating in TRUST calculates
voting privileges in a manner consistent with other life companies utilizing
TRUST. It is a condition of this Agreement that LIFE COMPANY will vote shares
for which it has not received voting instructions as well as shares attributable
to it in the same proportion as it votes shares for which it has received
instructions.
10. This Agreement shall terminate automatically in the event of its
assignment unless made with the written consent of LIFE COMPANY and TRUST.
11. This Agreement may be terminated at any time on 60 days' written notice
to the other party hereto, without the payment of any penalty.
12. This Agreement shall be subject to the provisions of the '40 Act and
the rules and regulations thereunder, including any exemptive relief therefrom
and the orders of the Securities and Exchange Commission setting forth such
relief.
13. It is understood by the parties that this Agreement is not to be deemed
an exclusive arrangement.
Executed this 28th day of September , 1990.
XXXXXXXXX & XXXXXX
ADVISERS MANAGEMENT TRUST
Attest: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
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SECRETARY Xxxxxxx Xxxxxx, Chairman
SENTRY LIFE INSURANCE COMPANY
Attest: /s/ X. Xxxxxxxxxxx By: /s/ Xxxxx Xxxxx
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Secretary President
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