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EXHIBIT 8.2(c)
Xxxxxx Investors Life Insurance
RESTATEMENT
OF PARTICIPATION AGREEMENT
AGREEMENT, dated as of June 10, 1999, among Counsellors Securities Inc.
("CSI"), Warburg Pincus Asset Management, Inc. ("Warburg") and/or the Warburg
Pincus Funds listed on Schedule 1 (each a "Fund" and collectively the "Funds",
and together with CSI and Warburg, the "Warburg Parties") and the undersigned
service organization (the "Service Organization").
WHEREAS, the parties listed above have entered into one or more agreements
and fee letters (collectively, as amended to date, the "Participation
Agreement") pursuant to which the Service Organization provides certain services
for beneficial investors in shares of one or more Fund portfolios through an
insurance company separate account; and
WHEREAS, Credit Suisse Group ("Credit Suisse") (i) has agreed to acquire
the parent companies of Warburg and CSI (the "Acquisition") and, simultaneously
or within a short time thereafter, (ii) intends to combine CSI's immediate
parent company, Warburg, with Credit Suisse's indirect, wholly-owned U.S. asset
management subsidiary, Credit Suisse Asset Management, LLC, and in connection
therewith reorganize ownership of CSI such that CSI will no longer be a
subsidiary of Warburg, but will become a separate indirect, wholly-owned
subsidiary of Credit Suisse (the "Reorganization"); and
WHEREAS, the Acquisition and the Reorganization may each constitute an
"assignment" (as defined in the Investment Company Act of 1940, as amended
(each, an "Assignment")) of the Participation Agreement by one or more Warburg
Parties; and
WHEREAS, CSI will be required to cease serving as Fund distributor within a
limited period of time following the Acquisition, and Provident Distributors,
Inc. ("PDI") will be appointed as Fund distributor.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. Notwithstanding anything in the Participation Agreement to the contrary,
this Agreement restates and incorporates by reference the Participation
Agreement as of the effective date(s) of the Acquisition and the Reorganization.
Without limiting the generality of the foregoing, following the effective
dates(s) of each Assignment, except as contemplated herein (including section 3
below), the relevant Warburg Parties agree to continue to be responsible for the
same obligations and will make the same representations, warranties and
covenants (including any obligations to pay fees) as set forth in the
Participation Agreement, and the Service Organization agrees to make the same
representations, warranties and covenants and perform the same services as set
forth in the Participation Agreement.
2. With the occurrence of each Assignment, the Participation Agreement will be
deemed to terminate and to have been superseded by this Agreement (including the
Participation Agreement incorporated by reference). Consequently, in
interpreting the responsibilities of the parties following the effective date(s)
of the Acquisition and the Reorganization, reference to the Participation
Agreement shall mean this Agreement and any subsequent restatements and
amendments thereof.
3. The relevant Warburg Parties reserve the right (without further consent
from Service Organization) to enter into an agreement pursuant to which CSI as
Fund distributor would assign CSI's responsibilities as such to PDI (pursuant to
which agreement PDI shall assume responsibility for the obligations,
representations, warranties and covenants of CSI, in its capacity as Fund
distributor, under the Participation Agreement), in which case all references to
CSI in the Participation Agreement shall be deemed to represent, as appropriate,
a reference to CSI and/or PDI.
4. Notwithstanding anything in the Participation Agreement to the contrary,
the Funds covered by the
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Participation Agreement shall consist of those open-end investment companies
(and portfolios thereof) that hold themselves out as part of the Warburg Pincus
family of funds and which were established to serve as investment vehicles for
separate accounts that issue variable annuity and variable life insurance
contracts (currently listed on Schedule 1).
5. Except as contemplated herein, the provisions of the Participation
Agreement are ratified and affirmed in all respects.
IN WITNESS WHEREOF, each of the parties has executed this Agreement by a
duly authorized officer as of the date first above written.
XXXXXX INVESTORS LIFE INSURANCE
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxx, Xx.
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Title: Vice President - Marketing
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Date: 6/21/99
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COUNSELLORS SECURITIES INC.
WARBURG PINCUS ASSET MANAGEMENT, INC.
EACH OF THE WARBURG PINCUS FUNDS LISTED ON SCHEDULE 1
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President and Secretary
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Schedule 1
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Warburg Pincus Trust
Emerging Growth Portfolio
Emerging Markets Portfolio
Growth & Income Portfolio
International Equity Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Warburg Pincus Trust II
Fixed Income Portfolio
Global Fixed Income Portfolio
