EXHIBIT (8)(nn)
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
BETWEEN XXXXXXXX VALUE FUND SERIES, INC., XXXXXXXX ADVISORS, INC., AND
XXXXXXX XXXXX LIFE INSURANCE COMPANY
THIS AMENDMENT, effective as of the 1st day of May, 2007, by and among
Xxxxxxxx Value Fund Series, Inc., (the "Fund"), a Maryland corporation and
Xxxxxxxx Advisors, Inc., (the "Underwriter"), a Delaware corporation and Xxxxxxx
Xxxxx Life Insurance Company, an Arkansas life insurance company (the
"Company");
WITNESSETH:
WHEREAS, the Fund, the Underwriter and the Company heretofore entered into
a Participation Agreement dated October 11, 2002, (the "Agreement"), with regard
to separate accounts established for variable life insurance and/or variable
annuity contracts offered by the Company; and
WHEREAS, the Fund, the Underwriter, and the Company desire to amend (1) the
parties to this Participation Agreement to include Xxxxxxxx Capital Fund, Inc.,
together with Xxxxxxxx Value Fund Series, Inc., (each a "Fund", and
collectively, the "Funds") and (2) Schedules A and B to the Agreement in
accordance with the terms of the Agreement.
NOW, THEREFORE, in consideration of the above premises, the Funds, the
Underwriter and the Company hereby agree:
1. Amendment.
(a) The parties to the Participation Agreement is hereby amended to
add Xxxxxxxx Capital Fund, Inc. a Maryland corporation
(b) Schedules A and B to the Agreement are amended in their
entirety and are replaced by the Schedules A and B attached
hereto;
(c) Section 9 of the Agreement is hereby amended as follows:
If to the Company: Xxxxx X. Xxxxxxxx, Esquire
Senior Vice President & General Counsel
1700 Xxxxxxx Xxxxx Drive, 3rd Floor
Xxxxxxxxxx, New Jersey 08534
2. Effectiveness. The amended Agreement shall be effective as of the date
first above written.
3. Several and not Joint. All representations, warranties and agreements
made by any Fund or by the Underwriter are several and not joint.
Without limiting the generality of the prior sentence, each of the
Funds and the Underwriter shall be deemed to be making
representations, warranties and agreements solely with respect to
itself as if this agreement were a seperate agreement between each
such Fund, the Underwriter and the Company. No party shall be liable
for the acts or omissions or any breach of this agreement by any other
party.
4. Continuation. Except as set forth above, the Agreement shall remain
in full force and effective in accordance with its terms..
5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the Funds, the Underwriter and the Company have caused
the Amendment to be executed by their duly authorized officers effective as of
the day and year first above written.
XXXXXXXX VALUE FUNDS SERIES, INC. XXXXXXX XXXXX LIFE INSURANCE COMPANY
By: By:
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Name: Name: Xxxxxx Xxxxxxxxx
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Title: Title: Vice President & Senior Counsel
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Date: Date:
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XXXXXXXX CAPITAL FUND, INC.
By:
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Name:
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Title:
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Date:
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XXXXXXXX ADVISORS, INC.
By:
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Name:
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Title:
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Date:
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SCHEDULE A
Dated: May 1, 2007
SEPARATE ACCOUNTS OF THE COMPANY
Xxxxxxx Xxxxx Life Variable Annuity Separate Account D
CONTRACTS
Contract #ML-VA-006
Contract #ML-VA-010
SCHEDULE B
DESIGNATED PORTFOLIOS AND CLASS
Dated: May 1, 2007
Xxxxxxxx Value Fund Series, Inc.
- Xxxxxxxx Smaller-Cap Value Fund Class A
Xxxxxxxx Capital Fund, Inc.
- Xxxxxxxx Capital Fund Class A
