AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT RULE 30e-3
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
RULE 30e-3
First Security Benefit Life Insurance and Annuity Company of New York (the “Company”) on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A to the
Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), JPMorgan Insurance Trust (the “Fund”), and X.X. Xxxxxx Investment Management, Inc. (the “Adviser”), have entered into a participation
agreement dated November 1, 2011, as amended (the “Participation Agreement”), whereby the Company invests in shares of certain of the portfolios of the Fund (the “Portfolios”) as a funding vehicle for the Accounts that issue variable annuity and/or
life insurance contracts (the “Variable Contracts” or “Contracts”) to persons that are registered owners of such Variable Contracts on the books and records of the Company (the “Contract Owners”).
This Amendment No. 2 to Participation Agreement (the “Amendment”) is entered into by and among the Company, the Fund, and Adviser (collectively, the “Parties”), and is effective as of the Effective
Date set forth herein.
RECITALS
WHEREAS, the Parties desire to supplement and amend the Participation Agreement to reflect and implement the requirements, terms and conditions of Rule 30e-3 under the Investment Company Act of 1940 (“Rule 30e-3” or
“the Rule”);
WHEREAS, the Fund and Adviser are responsible for preparing and timely filing with the Securities and Exchange Commission (“SEC”) and/or providing to the Company the Required Materials, as specified in paragraph (b)(1)
of Rule 30e-3 and as defined below; and
WHEREAS, the Company intends to host the website of Required Materials.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Company, the Fund, and the Adviser hereby agree to supplement and amend the Participation
Agreement as follows:
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1.
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Posting and Availability of Fund Shareholder Reports and Other Required Materials. The Company shall be responsible for and shall fulfill the website posting requirements specified in paragraph
(b) of Rule 30e-3. The Company shall ensure that, with respect to the Portfolios, the following Fund materials are posted to a website address specified by the Company (the “Specified Website”), and are publicly accessible and free of
charge on the Specified Website: (i) Current Report to Shareholders; (ii) Prior Report to Shareholders; (iii) Complete Portfolio Holdings From Reports Containing a Summary Schedule of Investments; and (iv) Portfolio Holdings For Most Recent
First and Third Fiscal Quarters; all of (i) through (iv) to be as specified in paragraph (b)(1) of Rule 30e- 3 (items (i) through (iv) collectively, with respect to the Portfolios, the “Required Materials”).
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2.
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Preparation, Content, and Timely Provision of Required Materials. The Fund and the Adviser shall be responsible for the preparation and content of the Required Materials, including, but not
limited to, the accuracy and completeness of the Required Materials; and the Fund and the Adviser shall send a .pdf file of the Required Materials to xxxxxxxxx@xxxxxxxxxxxxx.xxx as soon as practicable after filing with the SEC but no later
than sixty-five (65) days after the close of the period for which the Required Materials are being made. Without limiting the generality of the foregoing in any manner, the Fund and the Adviser shall be responsible for ensuring that the
Required Materials:
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(a)
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Meet the applicable standards of the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940 (the “1940 Act”); and all rules and regulations under
those Acts; and
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(b)
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Do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
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3.
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Notification; Reliance on Third Party to Provide Documents. If, for any reason, the Fund and Adviser are unable to provide the Required Materials in the manner set forth in section 2, the Fund
and Adviser shall promptly notify the Company. The Fund and Adviser shall be responsible for the actions or inactions or any other failures of any third party that they may utilize to provide the Required Materials in the manner set forth
in section 2; and any actions, inactions or other failures by any such third party shall not relieve the Fund or Adviser from their obligations under this Amendment.
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4.
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Specified Website. The Specified Website is as identified in Exhibit 1 hereto, and it may be changed by the Company from time to time without notice to the Fund and Adviser.
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5.
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Paper Notice to Contract Owners. The Company shall provide a paper notice to its Contract Owners, if and to the extent such notice is required by paragraph (c) of Rule 30e-3.
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6.
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Delivery of Paper Copy Upon “Ad Hoc” Request. The Company shall fulfill ad hoc requests from Contract Owners for a paper copy of any of the Required Materials, if and to the extent required by
paragraph (e) of Rule 30e-3.
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7.
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Investor Elections to Receive Future Fund Reports in Paper. The Company shall fulfill Contract Owner elections to receive future Fund shareholder reports (with respect to the Portfolios) in
paper, if and to the extent required by paragraph (f) of Rule 30e-3.
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8.
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Provision of Paper or Electronic Documents. To satisfy Contract Owner requests under sections 6 and 7 above, the Fund and the Adviser shall provide the Company with as many printed copies of the
Required Materials as the Company may reasonably request, with expenses to be borne in accordance with the applicable expense schedule in the Participation Agreement. If requested by the Company in lieu thereof, the Fund and the Adviser
shall provide the Required Materials (including a print-ready .pdf or an electronic copy of the Required Documents in a format suitable for printing) and such other assistance as is reasonably necessary in order for the Company to have the
Required Documents printed together in a single document or printed individually by the Company if it so chooses.
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9.
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Expenses. Rule 30e-3 expenses shall be borne in accordance with the schedule below. Schedule C to the Participation Agreement is hereby amended to include the following information:
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Item
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Function
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Party Responsible for Expense
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30e-3 Notice
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Printing and Distribution (including postage)
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Fund (Security may choose to do the printing at Underwriter’s expense)
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10.
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Construction of this Amendment; Participation Agreement.
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(a)
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This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and any interpretations of the Rule by the SEC, its staff, courts, or
other appropriate legal authorities.
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(b)
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This Amendment supplements and amends the Participation Agreement. To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this
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Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations
of the Parties under and pursuant to this Amendment.
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(c) Capitalized and other terms used in this Amendment shall have the meaning given to
them in the Participation Agreement, unless otherwise defined herein.
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11.
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Indemnification. The Parties agree that the indemnification provision in the Participation Agreement applies to the Parties’ duties and obligations under this Amendment.
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12.
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Counterparts and Delivery. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A signed
copy of this Amendment delivered by facsimile or by email in .pdf form shall be treated as an original.
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13.
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Effective Date. This Amendment is effective as of January 1, 2021.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the Effective Date.
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FIRST SECURITY BENEFIT LIFE
INSURANCE AND ANNUITY
COMPANY OF NEW YORK
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JPMORGAN INSURANCE TRUST
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By:
Print Name: Xxxx Xxxxx
Title: President
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By:
Print Name: Xxxxxxx House
Title: Vice President
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X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
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By:
Print Name: Xxxxx Xxxxxxxx
Title: Executive Director, Finance, JPMAM
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EXHIBIT 1
xxxxx://xxx.xxxxxxxx.xxx/XxxxxxxxXxxxxxx?xxxxxXXXX
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