EXHIBIT 8 (d)
FUND PARTICIPATION AGREEMENT
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This Agreement is entered into on this 28th day of February, 1991, between UNUM
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Life Insurance Company ("UNUM"), a life insurance company organized under the
laws of the State of Maine, as sponsor of VA-I Separate Account ("Separate
Account"), a separate account established by UNUM in accordance with the laws of
Maine, and TCI Portfolios, Inc., ("TCIP"), a management investment company
organized under the laws of the State of Maryland, and its investment adviser,
Investor Research Corporation ("Investors Research"), an investment advisory
company organized under the laws of Delaware.
ARTICLE I
DEFINITIONS
1.1 "Business Day" shall mean a day on which UNUM and the New York Stock
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Exchange are customarily open for business.
1.2 "Contract" shall mean a variable annuity contract issued by UNUM
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under plans qualified for federal income tax advantages under
Sections 401(a), 403(b), 408 and 457 of the Internal Revenue Code of
1986 as amended (the "Code").
1.3 "Contractholder" shall mean any employer or trustee(s) who is a
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party to a Contract.
1.4 "Participant" shall mean any employee of an employer or
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Contractholder who is enrolled to participate under the Contract.
1.5 "Participating Company" shall mean any insurance company (including
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UNUM), which offers variable annuity and/or variable life insurance
contracts to the public and which has entered into an agreement with
the Fund similar hereto for the purpose of making Fund shares
available to serve as the underlying investment medium for the
aforesaid contracts.
1.6 "Fund" shall mean a portfolio of investments of TCIP having specific
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investment objectives, policies and restrictions.
1.7 "Sub-account" shall mean any sub-account of Separate Account set up
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for the purpose of investing in a corresponding Fund of TCIP.
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ARTICLE II
REPRESENTATIONS
2.1 UNUM represents that:
a. UNUM is an insurance company organized under the laws of Maine.
b. Separate Account has been established by UNUM pursuant to the Maine
Insurance Code for the purpose of serving as a funding medium for
Contracts.
c. Separate Account is registered under the Investment Company Act of
1940 as a unit investment trust.
d. Contracts offered by UNUM and funded through Separate Account are
described in a registration statement filed under the Securities Act
of 1933 (the "1933 Act").
e. The income, gains and losses, whether or not realized, from assets
allocated to Separate Account are, in accordance with the applicable
Contracts, to be credited to or charged against such Separate Account
without regard to other income, gains or losses of UNUM.
f. Separate Account is subdivided into various sub-accounts under
which income, gains and losses, whether or not realized, from
assets allocated to each sub-account are, in accordance with
applicable Contracts, to be credited to or charged against such
sub-accounts without regard to other income, gains or losses of
other sub-accounts or of UNUM.
g. UNUM has established Separate Account in such a manner as to
enable it to use Fund shares as the underlying investment
medium for a corresponding Sub-account.
h. UNUM possesses, or will posses prior to selling Contracts, and
shall maintain all licenses and approvals required to offer and
sell Contracts.
2.2 TCIP represents that:
a. TCIP is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 as an open-end,
diversified management investment company and possesses, and
shall maintain, all legal and regulatory licenses, approvals,
consents and/or exemptions required for TCIP to operate and
offer Fund shares as the underlying investment medium for
certain Sub-accounts.
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b. TCIP is currently qualified as a Regulated Investment Company under
Subchapter M of Code and that it intends to maintain such
qualification (under Subchapter M or any successor or similar
provision) and that it will notify UNUM with reasonable promptness
after having a reasonable basis for believing that the it has ceased
to so qualify or that it might not so qualify in the future.
c. TCIP is divided into various funds, each Fund being subject to
separate investment objectives, policies and restrictions which
may not be changed without a majority vote of the shareholders
of such Fund.
d. TCIP assets shall be managed and invested in a manner that
complies with the requirements of Section 817(h) of the Code.
e. Shares of TCIP will be sold only to insurance companies and
their separate accounts that offer variable annuity and/or
variable life insurance contracts. No shares will be
offered to the general public.
2.3 Investors Research represents that:
a. Pursuant to a management agreement with TCIP, Investors
Research supervises and manages the investment portfolios of
each Fund, subject only to any directions of TCIP's board of
directors.
B. Investors Research is registered as an investment adviser with
the Securities and Exchange Commission under the Investment
Advisers Act of 1940 and possesses, and shall maintain, all
legal and regulatory licenses, approvals, consents and/or
exemptions required to manage Funds.
ARTICLE III
SELECTION OF SUB-ACCOUNTS
3.1 The Contracts funded through Separate Account will provide for the
allocation of net amounts among the various Sub-accounts. The
Sub-Accounts will invest in Fund shares. The selection of a
particular Sub-Account is to be made by a Participant and such
selection may be changed in accordance with the terms of the
Contracts. The selection and number of Sub-accounts available to
Participants will be limited by the Contracts.
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ARTICLE IV
FUND SHARES
4.1 TCIP agrees to make shares in the Funds listed of Schedule A
available to UNUM to serve as the underlying investment media for
certain Sub-accounts.
4.2 TCIP agrees to make additional Fund shares (other than those listed
on Schedule A) available to serve as investment media for
Sub-accounts in the future should UNUM so request.
4.3 UNUM shall be permitted to utilize and employ shares of management
investment companies other than TCIP as underlying investment media
for Sub-accounts.
4.4 TCIP shall ensure that Fund shares are registered with applicable
federal and state agencies at all times.
4.5 Transfer of Fund shares will be by book entry only. TCIP will
credit UNUM as Separate Account sponsor with the appropriate number
of shares of each Fund. No stock certificates will be issued to
UNUM. UNUM will record shares ordered from a particular Fund in an
appropriate title for the corresponding Sub-accounts.
ARTICLE V
PROCEDURES FOR PLACING ORDERS
5.1 Each business day TCIP will telephone closing net asset value,
dividend and capital gain information of UNUM by 5:30 P.M. Eastern
time, or as soon thereafter as practicable. UNUM will telephone
orders to purchase and/or redeem Fund shares by 10:00 a.m. Eastern
time the following business day directly with TCIP or its specified
agent.
TCIP appoints UNUM as its agent for the limited purposes of accepting
orders for Fund shares for Separate Account. TCIP will execute
orders at the net asset value determined as of the close of trading
on the day of receipt of such orders by UNUM acting as agent
("effective trade date"). However, any orders received by UNUM
acting as agent after the close on New York Stock Exchange will
be executed at the net asset value determined at the end of the
following business day.
5.2 Each business day UNUM shall send TCIP a telecopy listing its orders
for purchasing and redeeming Fund shares (as a follow-up to the
earlier telephonic trade instructions). Later that day TCIP shall
send UNUM a telecopy confirming such orders and listing the closing
net asset value for the prior business day.
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5.3 UNUM shall provide to TCIP a list of persons authorized to place
orders for purchases and redemptions with TCIP. TCIP shall accept
orders on behalf of UNUM only from persons named on such list. UNUM
shall replace such list with another in the event of changes in
authorized persons. UNUM agrees that any person whose name appears
on the list from time to time will be duly authorized by appropriate
corporate action by UNUM.
ARTICLE VI
SETTLEMENT
6.1 On the day following the effective trade date, payment will be
initiated by electronic funds transfer (ACH transaction) to a
custodial account designated by TCIP. For redemption orders, TCIP
will use best efforts to send a check payment to UNUM two days
following the effective trade date via overnight courier.
6.2 TCIP shall mail to UNUM a copy of a detail transaction report and a
transaction history report following each trade.
ARTICLE VII
DIVIDENDS AND DISTRIBUTIONS
7.1 TCIP shall furnish to UNUM notice of any dividend or distribution
payable on its shares at least five (5) business days prior to the
ex-dividend date. On the ex-dividend date or, if not a business
day, on the first business day thereafter, TCIP shall furnish to
UNUM the actual amount of dividend or distribution payable per
share. All of such dividends and distributions as are payable on
each Fund's shares shall be automatically reinvested in additional
shares of that Fund. TCIP shall, on the date of issuance or, if not
a business day, on the first business day thereafter, notify UNUM of
the number of shares so issued.
ARTICLE VIII
EXPENSES
8.1 All expenses incident to the performance by TCIP under this
Agreement shall be paid by Investors Research pursuant to its
management agreement with TCIP, including the cost of registration
of TCIP's shares with the Securities and Exchange Commission and in
states where required. UNUM shall bear none of the expenses for the
registration of TCIP's shares, preparation of TCIP's prospectuses,
proxy materials, notices and periodic reports, the preparation of
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any statements and notices required by any federal or state law, or
taxes on the issue or transfer of TCIP's shares subject to this
Agreement. However, UNUM shall be responsible for the expenses of
distributing such materials from UNUM to Contractholders and
Participants.
ARTICLE IX
STATEMENTS AND REPORTS
9.1 TCIP shall provide monthly statements of account as of the end of
each month for all of UNUM's accounts by the fifteenth (15th)
Business Day of the following month.
9.2 TCIP will provide to UNUM 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 the Fund or its shares, contemporaneously with the filing
of such document with the Commission or other regulatory authorities.
9.3 UNUM will provide to TCIP at least one 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-actin
letters, and all amendments to any of the above, that relate to the
Contracts or the Separate Account, contemporaneously with the filing
of such document with the Commission.
ARTICLE X
VOTING OF FUND SHARES
10.1 TCIP shall ensure that each Fund complies with all provisions of the
Investment Company Act of 1940 with respect to voting by
shareholders and with all rules and valid interpretations of the
Securities and Exchange Commission with respect thereto.
10.2 TCIP, at its expense, shall provide UNUM with copies of its proxy
material in such quantity as UNUM shall reasonable require for
distribution to Contractholders.
10.3 UNUM shall provide pass-through voting privileges to all
Contractholders so long as the Securities and Exchange Commission
continues to interpret the Investment Company Act of 1940 as
requiring pass-through voting privileges for variable contract
owners. It shall be the responsibility of UNUM to assure that it
and the separate accounts of the other Participating Companies
participating in any Fund calculate voting privileges in a
consistent manner.
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10.4 UNUM will distribute to Contractholders all proxy material furnished by
TCIP and will vote shares in accordance with instructions received from
those Contractholders with contract value allocated to TCIP shares. UNUM
shall vote TCIP shares for which no instructions have been received in the
same proportion as shares for which such instructions have been received
from Contractholders. UNUM and its agents will in no way recommend action
in connection with or oppose or interfere with the solicitation of proxies
for TCIP shares held for such Contractholders.
ARTICLE XI
MARKETING AND REPRESENTATIONS
11.1 TCIP shall periodically furnish UNUM with the following printed materials
in sufficient quantities for UNUM to distribute to each Contractholder and
Participant and to support UNUM's Contract marketing efforts:
a. Current Fund Prospectus and any supplements thereto;
b. Current Statement of Additional Information;
c. Current proxy materials;
d. Current annual and semiannual reports and supplements thereto;
e. Current quarterly Fund performance reports;
f. Other marketing materials.
Such materials will be furnished to UNUM in time for UNUM to comply with
its regulatory responsibilities under the federal securities laws.
11.2 UNUM shall designate certain persons or entities which shall have
the requisite licenses to solicit applications for the sale of
Contracts. No representation is made as to the number or amount of
Contracts that are to be sold by UNUM. UNUM shall make reasonable
efforts to market the Contracts and shall comply with all applicable
federal and state laws in connection therewith.
11.3 UNUM shall make no representations concerning Fund shares except
those contained in a current Fund prospectus, in printed information
supplemental to such prospectus, and in materials which have
received the prior approval of TCIP.
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ARTICLE XII
ADMINISTRATIVE SERVICE FEE
12.1 Administrative services to Participants and Contractholders shall be
the responsibility of UNUM. TCIP and Investors Research recognize
UNUM as the sole shareholder of record of Fund shares issued under
this Agreement. TCIP and Investors Research further recognize that
they will derive a substantial savings in administrative expense by
virtue of having a sole shareholder rather than multiple
shareholders. In consideration of the administrative savings
resulting from such arrangements, Investors Research agrees to pay to
UNUM an amount equal to 20 percent (20%) of Investors Research's
management fee, as described and computed in the Fund Prospectus,
with respect to amounts invested by UNUM under this Agreement. The
parties understand that Investors Research customarily pays, out of
its management fee, another affiliated corporation for the type of
administrative services to be provided by UNUM to the
Contractholders and Participants. The parties agree that Investors
Research's payments to UNUM, like Investors Research's payments to
its affiliated corporation, are for administrative services only and
do not constitute payment in any manner for investment advisory
services.
12.2 Notwithstanding Section 12.1, the maximum payment that Investors
research shall be obligated to make to UNUM with respect to any
month shall be 1.667 basis points (0.01667%) of the average
aggregate amount invested in the Funds by UNUM under this Agreement
over such month. The average aggregate amount invested by UNUM over
a one month period shall be computed by totalling UNUM's aggregate
investment (share net asset value multiplied by total number of
shares held by UNUM) on each business day during the month and
dividing by the total number of business days during such month.
12.3 Investors Research will calculate the reimbursement of
administrative expenses at the end of each calendar quarter and will
make such reimbursement to UNUM within 30 days thereafter. The
reimbursement check will be accompanied by a statement showing the
calculation of the monthly amounts payable by Investors Research and
such other supporting data as may be reasonable requested by UNUM.
ARTICLE XIII
POTENTIAL CONFLICTS
13.1 UNUM has reviewed a copy of an application for exemptive relief, as
amended, filed by TCIP on December 21, 1987, with the Securities and
Exchange Commission and, in particular, has reviewed the conditions
to the requested relief set forth therein. As set forth in such
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application, the Board of Directors of TCIP ("the Board") will monitor
TCIP for the existence of any material irreconcilable conflict between the
interests of the contractholders of all separate accounts investing in
TCIP. An irreconcilable material 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 interpretative 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 any portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contractholders and variable life
insurance contractholders; or (f) a decision by an insurer to disregard
the voting instructions of contractholders. The Board shall promptly
inform UNUM if it determines that an irreconcilable material conflict
exists and the implications thereof.
13.2 UNUM will report any potential or existing conflicts of which it is aware
to the Board. UNUM will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to
consider any issues raised. This includes, but is not limited to, an
obligation by UNUM to inform the Board whenever Conrtactholders voting
instructions are disregarded.
13.3 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 if the Fund, the Board shall give prompt notice
to all Participating Companies. If the Board determines that UNUM is
responsible for causing or creating said conflict, UNUM 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:
a. withdrawing the assets allocated to the Separate Account from the Fund
and reinvesting such assets in a different investment medium, or
submitting the question of whether such segregation should be
implemented to a vote of all affected Contractholders 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 Companies) that votes in
favor of such segregation, or offering to the affected Contractholders
the option of making such a change; and/or
b. Establishing a new registered management investment company or managed
separate account.
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13.4 If a material irreconcilable conflict arises as a result of a decision by
UNUM to disregard Contractholder voting instructions and said decision
represents a minority position or would preclude a majority vote by all
Contractholders having an interest in TCIP, UNUM, at UNUM's sole cost,
may be required, at the Board's election, to withdraw the Separate
Account's investment in TCIP and terminate this agreement; 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 members of the Board.
13.5 For the purpose of this Article, a majority of the Disinterested Board
Members shall determine whether or not any proposed action adequately
remedies any irreconcilable material conflict, but in no event will the
Fund be required to establish a new funding medium for any Contract. UNUM
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 adversely affected by the
irreconcilable material conflict.
ARTICLE XIV
INDEMNIFICATION
14.1 UNUM shall indemnify and hold harmless TCIP and Investors Research and
each of its directors, officers, employees, agents and each person, if
any, who controls TCIP and Investors Research within the meaning of the
1933 Act against any losses, claims, damages or liabilities to which the
TCIP or any such director, officer, employee, agent or controlling person
may become subject, insofar as such losses, claims, damages or liabilities
(or actions in respect to thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in information furnished by UNUM for use in a Fund's
registration statement or prospectus or sales literature or advertisements
of the Fund, 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, or arise out of
or as a result of conduct, statements or representations (other than
statements or representations contained in the Fund's prospectus and sales
literature) of UNUM or its agents, with respect to the sale and
distribution of Contracts for which Fund shares are an underlying
investment; and UNUM will reimburse any legal or other expenses reasonably
incurred by TCIP or Investors Research or any such director, officer,
employee, agent, or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action. This
indemnity agreement will be in addition to any liability which UNUM may
otherwise have.
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14.2 TCIP and Investors Research shall indemnify and hold harmless UNUM and
each of its directors, officers, employees, agents and each person, if
any, who controls UNUM within the meaning of the 1933 Act against any
losses, claims, damages or liabilities to which UNUM or any such director,
officer, employee, agent or controlling person may become subject, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in a Fund's registration
statement or prospectus or sales literature 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' and TCIP and Investors Research will reimburse any legal
or other expenses reasonably incurred by UNUM or any such director,
officer, employee, 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 advertisements
with respect to the Separate Account or the Contracts and such statements
were based on information provided to UNUM by the Fund; and the Fund will
reimburse any legal or other expenses reasonably incurred by UNUM or any
such director, officer, employee, agent or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that TCIP or Investors Research
will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or omission or alleged omission made in such Registration
Statement or prospectus in conformity with written information furnished
to TCIP or Investors Research by UNUM specifically for use therein. This
indemnity agreement will be in addition to any liability which TCIP or
Investors Research may otherwise have.
14.3 TCIP and Investors Research shall indemnify and hold harmless UNUM against
any and all liability, loss, damages, costs or expenses which UNUM may
incur, suffer or be required to pay due to TCIP or Investors Research's
(1) incorrect calculation of the daily net asset value, dividend rate or
capital gain distribution rate; (2) incorrect reporting of the daily net
asset value, dividend rate or capital gain distribution rate; and/or (3)
untimely reporting of the net asset value, dividend rate or capital gain
distribution rate.
14.4 Promptly after receipt by an indemnified party under this paragraph of
notices of the commencement of action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party
under this paragraph, notify the indemnifying party of the commencement
thereof; but the omission to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than under this paragraph. In case any such action is brought
against any indemnified party, and it notified the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, assume the
defense thereof, with counsel satisfactory to such indemnified party.
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ARTICLE XV
COMMENCEMENT AND TERMINATION
15.1 This Agreement shall be effective as of the date set forth in the first
paragraph of this Agreement and shall continue in force until terminated
in accordance with the provisions therein.
15.2 This Agreement shall terminate as to the sale and issuance of new
Contracts:
a. At the option of UNUM, TCIP or Investors Research at upon six months
advance written notice to all other parties;
b. At the option of UNUM, if any Fund shares are not reasonably available
to meet the requirements of the Contracts as determined by UNUM.
Prompt notice of election to terminate shall be furnished by UNUM,
said termination to be effective ten days after receipt of notice
unless TCIP makes available a sufficient number of shares to meet the
requirements of the Contracts within said ten-day period;
c. At the option of UNUM, upon the institution of formal proceedings
against TCIP or Investors Research by the Securities and Exchange
Commission, National Association of Securities Dealers or any other
regulatory body, the expected or anticipated ruling, judgment or
outcome of which may, in UNUM's reasonable judgment, materially impair
TCIP's or Investors Research's ability to meet and perform its
obligations and duties hereunder. Prompt notice of election to
terminate shall be furnished by UNUM with said termination to be
effective upon receipt of notice;
d. Upon termination of the management agreement between a Fund listed on
Schedule A and Investors Research. TCIP must provide immediate
notification of such termination to UNUM. This paragraph d. shall not
be deemed to apply if, contemporaneously with such termination, a new
management agreement of substantially similar terms is entered into
between TCIP and Investors Research;
e. In the event a Fund's shares are not registered, issued or sold on
accordance with applicable state and/or federal law, or such law
precludes the use of such shares as the underlying investment medium
of Contracts issued or to be issued by UNUM. Termination shall be
effective immediately upon such occurrence without notice;
f. Upon assignment of this Agreement unless made with the written consent
of each party.
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ARTICLE XVI
AMENDMENTS
16.1 This Agreement shall automatically be amended to comply with any amendment
to the Investment Company Act of 1940 or rule of any regulatory authority
which affects in any manner the actions and relationships authorized
hereunder.
16.2 Any other changes in the terms of this Agreement, including adding or
deleting Funds to or from Schedule A, shall be made by agreement in
writing between all parties.
ARTICLE XVII
NOTICE
17.1 Each notice required by this Agreement shall be given by certified mail,
return receipt requested, to the appropriate parties at the following
addresses:
UNUM: UNUM Life Insurance Company
Attn: Legal Department - Retirement Products
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
and UNUM Life Insurance Company
Attn: Retirement Products - Variable Annuity
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
TCIP:
TCIP Portfolios, Inc.
ATTN: Xxxxxxx X. Xxxxx
X.X. Xxx 000000
Xxxxxx Xxxx, XX 00000-0000
INVESTORS RESEARCH:
Investors Research Corporation
ATTN: Xxxxxxx X. Xxxxx
X.X. Xxx 000000
Xxxxxx Xxxx, XX 00000-0000
Notice shall be deemed to be given on the date of receipt by the addressee
as evidenced by the return receipt.
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ARTICLE XVIII
LAW
18.1 This Agreement shall be construed in accordance with the laws of the State
of Maine
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
duly executed and attested as of the date first above written.
UNUM Life Insurance Company /s/ Xxxxxxx X. Xxxxxxxx
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Attest: /s/ Xxxxx Xxxxxxxx By: Xxxxxxx Xxxxxxxx
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Its: Vice President
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TCI PORTFOLIOS, INC. /s/ Xxxxxxx X. Xxxxx
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Attest: Xxxxx X. By: Xxxxxxx X. Xxxxx
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Its: Vice President
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INVESTORS RESEARCH CORPORATION /s/ Xxxxxx X. xxx Xxxxxx
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Attest: Xxxxx X. By: Xxxxxx X. xxx Xxxxxx
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Its: Vice President
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AMENDMENT #1
TO
FUND PARTICIPATION AGREEMENT
This Agreement, to be effective as of January 1, 1992, between UNUM Life
Insurance Company of America ("UNUM"), a life insurance company organized under
the laws of the State of Maine, and TCI Portfolios, Inc. ("TCIP"), a management
investment company organized under the laws of the State of Maryland and its
investment adviser, Investors Research Corporation ("Investors Research"), and
investment advisory company organized under the laws of Delaware.
All references to `UNUM" in the Fund Participation Agreement, dated February 28,
1991, and executed by the aforementioned parties, are hereby amended to refer to
UNUM Life Insurance Company of America, the surviving company of a merger
between UNUM Life Insurance Company, the original contracting party, and UNUM
Life Insurance Company of America. Such merger was effective at 11:59 p.m. on
December 31, 1991. UNUM Life Insurance Company of America shall have all the
rights and obligations of UNUM Life Insurance Company under the Fund
Participation Agreement.
This Agreement does not alter in any way the terms, provisions, rights and
obligations of the Fund Participation Agreement with respect to any of the
parties other than changing the name of the contracting life insurance company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their duly authorized representatives/
UNUM LIFE INSURANCE COMPANY OF AMERICA
By /s/ Xxxxxxx X. Xxxxxxxx
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Its: Vice President
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_______________________
Witness
TCI PORTFOLIOS, INC.>
By /s/ Xxxxxxx X.
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Its: Vice President
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_______________________
Witness
INVESTORS RESEARCH CORPORATION
By /s/ Xxxxxxx X. Xxxxx
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Its: Vice President
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_______________________
Witness
AMENDMENT #2
TO
FUND PARTICIPATION AGREEMENT
This Amendment, to be effective as of January 1, 1992, between UNUM Life
Insurance Company of America ("UNUM"), a life insurance company organized under
the laws of the State of Maine, and Twentieth Century Investors, Inc. ("TCI"), a
management investment company organized under the laws of the State of Maryland
and its investment adviser, Investors Research Corporation ("Investors
Research"), an investment advisory company organized under the laws of Delaware.
All references to "UNUM" in the Fund Participation Agreement, dated October 31,
1988, and amended by Amendment No. 1 thereto dated November 1, 1991, and
executed by the aforementioned parties, are hereby amended to refer to UNUM Life
Insurance Company of America, the surviving company of a merger between UNUM
Life Insurance Company, the original contracting party, and UNUM Life Insurance
Company of America. Such merger was effective at 11:59 p.m. on December 31,
1991. UNUM Life Insurance Company of America shall have all the rights and
obligations of UNUM Life Insurance Company under the Fund Participation
Agreement.
This Amendment does not alter in any way the terms, provisions, rights and
obligations of the Fund Participation Agreement as previously amended with
respect to any of the parties other than changing the name of the contracting
life insurance company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their duly authorized representatives.
UNUM LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: Vice President
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________________________
Witness
TWENTIETH CENTURY INVESTORS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its: Vice President
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________________________
Witness
INVESTORS RESEARCH CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Its: Vice President
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________________________
Witness
SCHEDULE A
TO
FUND PARTICIPATION AGREEMENT
DATED FEBRUARY 28, 1991
Funds of TCI Portfolios, Inc. to be made available to UNUM Life
Insurance Company as the sponsor of the VA-I Separate Account:
1. XXX Xxxxxx
0. XXX Xxxxxxxx
