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EXHIBIT 99.B8(i)
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 read 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, Incorporation, 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 by 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 finding medium for any variable contracts.
LIFE COMPANY shall not be required by the terms hereof to establish a new
finding 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 participant 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: Xxxxxxx X. Xxxxxxx By: Xxxxxxx Xxxxxx
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Secretary Xxxxxxx Xxxxx, Chairman
SENTRY LIFE INSURANCE COMPANY
Attest: Xxxx Xxxxxxxxxxx, Xx. By: Xxxxx X. Xxxxx
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Xxxx Xxxxxxxxxxx, Xx. Xxxxx X. Xxxxx
Secretary President
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