Exhibit 6
FORM OF PARTICIPATION AGREEMENT WITH XXXX XXXXXX
VARIABLE INVESTMENT SERIES
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this the ______ day of _______
1994, by and among PARAGON LIFE INSURANCE COMPANY (the "Company"), on its own
behalf and on behalf of the Separate Account D of Paragon Life Insurance Company
(the "Account"), a separate account of the Company, and XXXX XXXXXX VARIABLE
INVESTMENT SERIES, an unincorporated business trust organized under the laws of
the Commonwealth of Massachusetts (hereinafter the "Trust") and XXXX XXXXXX
DISTRIBUTORS INC. (the "Distributor").
WHEREAS, the Trust and the Distributor have previously entered into
Agreements to Purchase Shares with Northbrook Life Insurance Company and
Allstate Life Insurance Company of New York with regard to the purchase by those
companies of shares of the Trust on their own behalf and on behalf of certain
separate variable accounts of those companies, which Agreements shall continue
in effect with those companies following the entry by the Trust and the
Distributor into this Agreement with the Company; and
WHEREAS, by resolution of its Board of Directors on , 1994, the Company
established the Account to set aside and invest assets attributable to certain
flexible premium variable life insurance contracts (the "Contracts") issued by
the Company; and
WHEREAS, the Company has registered the Account as a unit investment trust
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Securities and Exchange Commission (the "SEC") declared the
Account's registration statement of the Contract filed under the Securities Act
of 1933, as amended (the "1933 Act"), effective on ___________________, 1994;
and
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the 1940 Act and has filed
its registration statement with the SEC which declared such registration
statement effective on October 5, 1983; and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a
member in good standing of the National Association of Securities Dealers, Inc.
(the "NASD"); and
WHEREAS, the Trust is available to act as the investment vehicle for
separate accounts established for variable annuity contracts and variable life
insurance contracts offered or to be offered by insurance companies which have
entered into agreements to purchase shares or participation agreements with the
Trust and the Distributor (hereinafter "Participating insurance Companies"); and
WHEREAS, the Trust has obtained an order from the SEC dated 1994 (File No.
812-) granting participating insurance Companies and variable annuity and
variable life insurance separate accounts exemptions from the provisions of
Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust
to be sold to and held by variable annuity and variable life insurance separate
accounts of both affiliated and unaffiliated life insurance companies
(hereinafter the "Shared Funding Exemptive Order"; and
WHEREAS, the Trust is presently comprised of eleven Portfolios designated
as the Money Market Portfolio, the Quality Income Plus Portfolio, the High Yield
Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the Capital
Growth Portfolio, the Global Dividend Growth Portfolio, the European Growth
Portfolio, the Pacific Growth Portfolio, the Equity Portfolio and the Managed
Assets Portfolio, and other Portfolios may be subsequently established by the
Trust (the "Portfolios"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends by purchasing shares of the Portfolios on
behalf of the Account to fund the Contracts and the Distributor is authorized to
sell such shares to the Company for the benefit of the Account at net asset
value without the imposition of any charges;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Trust and the Distributor agree as follows:
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1. Purchase of Shares. In accordance with the Trust's and the Distributor's
Distribution Agreement dated June 30, 1993, as amended on _____, 1994 (the
"Distribution Agreement"), the Company agrees to purchase and redeem the shares
of each Portfolio of the Trust offered by the then current prospectus of the
Trust (the "Prospectus") included in the Trust's registration statement ("the
Registration Statement") most recently filed from time to time with the SEC and
effective under the 1933 and 1940 Acts or as the Prospectus may be amended or
supplemented and filed with the SEC pursuant to the 1933 Act.
2. Sale of Shares. The Distributor agrees to sell shares of the Trust to the
Company for allocation to the Account, executing such orders on a daily basis at
the next determined net asset value per share after receipt by the Trust or its
designee of the order for shares of the applicable Portfolio of the Trust
determined as set forth in the Prospectus. The Company and the Trust agree that
shares of the Trust will be sold only to insurance companies which have entered
into agreements to purchase shares or participation agreements substantially
identical to this Agreement and their-affiliated-insurance companies, and their
separate accounts. No shares of any Portfolio will be sold to the general
public. The Distributor shall provide the Company (at the Company's expense)
with as many copies of the Trust's current Prospectus as the Company may
reasonably request.
3. Redemption of Shares. At the Company's request, the Trust agrees to redeem
for cash without charge, any full or fractional shares of the Trust held by the
Company, executing such requests on a daily basis at the net asset value of the
applicable Portfolio computed after receipt of the redemption request provided,
however, that the Trust reserves the right to suspend the right of redemption or
to postpone the date of payment upon redemption of the shares of any Portfolio
under the circumstances and for the period of time specified in the Prospectus.
4. Availability of Shares. Subject to Sections 3(c) and 4(b) of the
Distribution Agreement, the terms of which are incorporated herein by reference,
the Trust agrees to make its shares available indefinitely for purchase by the
Company at the applicable net asset value per share on those days on which the
Trust calculates its net asset value pursuant to rules of the SEC. and the Trust
shall use reasonable efforts to calculate such net asset value on each day on
which the New York Stock Exchange is open for trading.
5. Payment of Shares. The Company shall pay for Trust shares within five days
after it places the order for Trust shares. The Trust reserves the right to
delay issuing or transferring Trust shares and/or to delay accruing or declaring
dividends in accordance with any policy set forth in the Prospectus with respect
to such shares until any payment check has cleared. If the Trust or the
Distributor does not receive payment within the five days period, the Trust may,
without notice, cancel the order and require the Company to reimburse the Trust
promptly for any loss the Trust suffered by reason of the Company failing to
timely pay for its shares.
6. Fee for Shares. The Company shall purchase and redeem shares in the Trust
at net asset value and the Company shall not pay any commission, dealers fee or
other fee to the Distributor or any other broker dealer.
7. Trust's Registration Statement and Prospectus. The Trust shall amend the
Registration Statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares and, at its own expense, shall provide the Company with as many copies of
its current prospectus as the Company may reasonably request.
8. Investment of Assets. The Trust agrees to invest its assets in accordance
with its investment policies as disclosed in the Prospectus and the provisions
of Section 817(h) of the Internal Revenue Code (the "Code") and Treasury
Regulation 1.817-5, as amended from time to time, and any Treasury
interpretations thereof, relating to the diversification requirements for
variable annuity and variable life insurance contracts and any amendments or
other modifications to such Section or Regulations.
9. Administration of Contracts. The Company shall be responsible for
administering the Contracts and keeping records on the Contracts.
10. Shareholder Information. The Trust shall furnish the Company copies of its
proxy material, reports to shareholders and other communication so shareholders
in such quantity as the Company shall reasonably require for distributing to
owners or participants under the Contracts. The Company will distribute these
materials to such owners or participants as required.
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11. Voting. (a) To the extent required by law, the Company shall vote Trust
shares in accordance with instructions received from Contract owners. If.
however, the 1940 Act or any regulation thereunder should be amended or if the
present interpretation thereof should change, and as a result the Company
determines that it is permitted to vote the Trust's shares in its own right, it
may elect to do so. The Company shall vote shares of a Portfolio for which no
instructions have been received in the same proportion as the voting
instructions which are received with respect to all Contract participating in
that Portfolio. Neither the Company nor persons under its control shall
recommend action in connection with solicitation of proxies for Trust shares
allocated to the Account. The Company shall also vote shares it owns that are
not attributable to Contract owners in the same proportion. The Company may,
when required by state insurance regulatory authorities, disregard voting
instructions if the instructions require that the shares be voted so as to cause
a change in the sub-classification or investment objective of the Trust or one
or more of its Portfolios or to approve or disapprove an investment advisory
contract for a Portfolio of the Trust. Participating Insurance Companies shall
be responsible for assuring that each of their separate accounts participating
in the Trust calculates voting privileges in a manner consistent with other
Participating Insurance Companies.
(b) The Trust will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Trust will either provide for annual
meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not
one of the trusts described in Section 16(c) of that Act) as well as with
Section 16(a) and, if and when applicable, 16(b). Further, the Trust will act in
accordance with the SEC's interpretation of the requirements of Section 16(a)
with respect to periodic elections of trustees and with whatever rules the SEC
may promulgate with respect thereto.
12. Trust's Warranty. The Trust represents and warrants that Trust shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with all applicable federal and state
laws.
13. Company's Warranty. The Company represents and warrants that it is an
insurance company duly organized and in good standing under Missouri law and
that it has legally and validly established the Account under Section 376.309,
RSMo, and has registered the Account as a unit investment trust in accordance
with the provisions of the 1940 Act to serve as a segregated investment account
for certain Contracts. The Company further represents and warrants that the
Contracts will be registered under the 1933 Act and the Contracts will be issued
and sold in compliance with all applicable Federal and State laws.
14. Distributor's Warranty. The Distributor represents and warrants that it
is a member in good standing of the NASO and is registered as a broker-dealer
with the SEC under the 1934 Act. The Distributor further represents that it will
sell and distribute the shares in accordance with the 1933, 1934 and 1940 Acts
and will not make any representations concerning the Account except those
contained in the then current registration statement or related prospectus and
any sales literature approved by the Trust. For purposes of this paragraph,
Section 6 of the Distribution Agreement is incorporated in this Agreement.
15. Termination of Agreement. The parties may terminate this Agreement as
follows:
(a) (i) at the option of the Company or the Trust or the Distributor upon
180 days' written notice to the other party;
(ii) at the option of the Company if, for any reason, except for those
specified in Sections 3(c) and 4(b) of the Distribution Agreement, Trust
shares are not available to meet the requirements of the Contracts as
determined by the Company; or
(iii) at the option of the Trust upon the NASD, the SEC. the director of
the Missouri Department of Insurance or any other regulatory body instituting
legal proceedings against the Company regarding its duties under this
Agreement.
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(b) This Agreement shall automatically terminate in the event of its
assignment.
(c) Notwithstanding any termination of this Agreement, the Trust and
the Distributor shall, at the Company's option, continue to make
available additional shares of the Trust pursuant to the terms and
conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred
to as "Existing Contracts"), so long as the Trust is in existence.
Specifically, without limitation, the owners of the Existing Contracts
shall be permitted to reallocate investments in the Trust, redeem
investments in the Trust, or invest in the Trust upon the making of
additional purchase payments under the Existing Contracts. A
termination under paragraph 19 of this Agreement shall end rights of
the owners of Existing Contracts.
(d) The Company shall not redeem Trust shares attributable to the
Contracts (as opposed to Trust shares attributable to the Company's
assets held in the Account) except (i) as necessary to implement
Contract owner initiated transactions, or (ii) as required by state or
federal laws or regulations or judicial or other legal precedent of
general application (hereinafter referred to as a "Legally Required
Redemption"). Upon request, the Company will promptly furnish to the
Trust and the Distributor the opinion of counsel for the Company (which
counsel shall be reasonably satisfactory to the Trust and the
Distributor) to the effect that any redemption pursuant to clause (ii)
above is a Legally Required Redemption. Furthermore, except in cases
where permitted under the terms of the Contracts, the Company shall not
prevent Contract owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the
Trust or the Distributor 90 days' notice of its intention to do so.
16. Company's Indemnification Agreement. (a) The Company agrees to indemnify
and hold harmless the Trust or Distributor and each of their Directors or
Trustees who is not an "interested person" of the Trust, as defined in the 1940
Act (collectively the "Indemnified Parties" for purposes of this paragraph 16),
against any losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Company) or expenses or actions to
which such Indemnified Parties may become subject, under the Federal securities
laws or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements arise as a result of any
failure by the Company to provide the services and furnish the materials under
terms of this Agreement or which arise from erroneous instructions by the
Company to the Distributor concerning the particular Portfolio or Portfolios
whose shares are to be allocated to the Account. This indemnity agreement is in
addition to any liability which the Company may otherwise have. However, in no
case is the indemnity of the Company in favor of she Distributor deemed to
protect the Distributor against any liability to the Trust or its shareholders
to which the Distributor would otherwise be subject by reason of its bad faith,
wilful misfeasance or negligence in the performance of its duties or by reason
of reckless disregard of its obligations and duties under this Agreement.
(b) The Company will reimburse the Indemnified Parties for any
legal or other expenses reasonably incurred by the Indemnified
Parties in connection with investigating or defending of any such
loss, claim, damage, liability or action.
(c) Promptly after receipt by any of the Indemnified Parties of
notice of the commencement of any action, or the making of any claim
for which indemnity may apply under this paragraph, the Indemnified
Parties will, if a claim thereof is to be made against the Trust,
notify the Company of the commencement thereof; hut the omission so
to notify the Company will not relieve the Company from any liability
which it may have to the Indemnified Parties otherwise than under
this Agreement. In case any such action is brought against the
Indemnified Parties, and the Company is notified of the commencement
thereof, the Company will be entitled to participate therein and to
assume the defense thereof, with counsel satisfactory to the party
named in the action, and after notice from the Company so such party
of the Company's election so assume the defense thereof, the Company
will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently
in connection with the defense thereof other than reasonable costs of
investigation.
17. Trust and Distributor Indemnification Agreements. (a) The Trust and
Distributor each agree to indemnify and hold harmless the Company and each of
its Directors who is not an "interested person"
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of the Company, as defined in the 1940 Act (collectively the "Company's
Indemnified Parties" for purposes of this paragraph 17), against any losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Trust) or expenses or actions to which such Indemnified
Parties may become subject, under the Federal securities laws or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements:
(i) arise as a result of any failure by the Trust or Distributor to
provide the services and furnish the materials under the terms of this
Agreement; or
(ii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in registration statement
or Prospectus or sales literature of the Trust (or any amendment or
supplement so any of the foregoing), 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, provided that this Agreement to indemnify shall not apply as
to the Company's Indemnified Parties if such statement or omission was
made in reliance upon and in conformity with information furnished to the
Trust or Distributor by or on behalf of the Company for use in the
registration statement or Prospectus for the Trust or in sales literature
(or any amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Trust shares; or
(iii) arise out of or result from any material breach of any
representation and/or warranty made by the Trust or the Distributor in
this Agreement or arise out of or result from any other material breach of
this Agreement by the Trust or the Distributor, including a failure,
whether unintentional or in good faith or otherwise, to comply with the
requirements specified in paragraph 8 of this Agreement.
(b) The Trust represents and warrants that the Trust will at all times
invest its assets in such a manner as to ensure that the Contracts will be
treated as variable annuity or flexible premium life insurance contracts
under the Code and the regulations thereunder. Without limiting the scope of
the foregoing, the Trust will at all times comply with Section 817(h) of the
Code and Treasury Regulation 1.817-5, as amended from time to time, and any
Treasury' interpretations thereof, relating to the diversification
requirements for variable annuity or variable life insurance contracts and
any amendments or other modifications to such section or Regulations.
(c) Trust shares will not be sold to any person or entity that would
result in the Contracts not being treated as annuity contracts or variable
life contracts.
(d) The Trust and the Distributor will reimburse the Company for any legal
or other expenses reasonably incurred by the Company's Indemnified Parties
in connection with investigating or defending of any such loss, claim,
damage, liability or action.
(e) Promptly after receipt by any of the Company's Indemnified Parties of
notice of the commencement of any action, or the making of any claim for
which indemnity may apply under this paragraph, the Company's Indemnified
Parties will, if a claim in respect thereof is to be made against the
Company, notify the Trust or the Distributor of commencement thereof; but
the omission so to notify the Trust or the Distributor will not relieve the
Trust or the Distributor from any liability which it may have to the
Company's Indemnified Parties otherwise than under this Agreement. In case
any such action is brought against the Company's Indemnified Parties, and
the Trust or the Distributor is notified of the commencement thereof, the
Trust or the Distributor will be entitled to participate therein and to
assume the defense thereof, with counsel satisfactory to the party named in
the action, and after notice from the Trust or the Distributor to such party
of the Trust's or the Distributor's election to assume the defense thereof,
the Trust or the Distributor will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such
party independently in connection with the defense thereof other than
reasonable costs of investigation.
18. Indemnification of Trust by or of Distributor. For purposes of this
Agreement, the Trust and the Distributor shall indemnify each other according
to the terms of the Distribution Agreement, the terms of which are
incorporated by reference.
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19. Potential Conflicts (a) The Trustees of the Trust will monitor the
operations of the Trust for the existence of any material irreconcilable
conflict between the interests of the contract owners of all separate accounts
investing in the Trust. An irreconcilable material conflict may arise for a
variety of reasons, including: (I) an action by any state insurance regulatory
authority; (ii) 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; (iii) an administrative or judicial decision
in any relevant proceeding; (iv) the manner in which the investments of any
Portfolio are being managed; (v) a difference in voting instructions given by
variable annuity contract and variable life insurance contract owners; or (vi) a
decision by an insurer to disregard the voting instructions of contract owners.
The Trustees shall promptly inform the Company if they determine that an
irreconcilable material conflict exists and the implications thereof.
(b) The Company will report any potential or existing conflicts of which it is
aware to the Trustees of the Trust. The Company will assist the Trustees in
carrying out their responsibilities under the Shared Funding Exemptive Order,
sections (a) and (b) of this paragraph, by providing the Trustees with all
information reasonably necessary for the Trustees to consider any issues raised.
This includes, but is not limited to, an obligation by the Company to inform the
Trustees whenever contract owner voting instructions are disregarded.
(c) If it is determined by a majority of the Trustees, or a majority of the
Trustees who are not parties to this Agreement or interested persons of any such
party and who have no direct or indirect financial interest in this Agreement or
any agreement related thereto (the "Independent Trustees"), that a material
irreconcilable conflict exists, the Company shall, at its expense and to the
extent reasonably practicable (as determined by a majority of the Independent
Trustees), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (i) withdrawing the
assets allocable to the Account from the Truss or any Portfolio and reinvesting
such assets in a different investment medium, including (but not limited to)
another Portfolio of the Trust, or submitting the question whether such
segregation should be implemented to a vote of all affected contract owners and,
as appropriate, segregating the assets of life insurance contract owners
invested in the Account from those of any other appropriate group (i.e., annuity
contract owners, life insurance contract owners, or variable contract owners of
one or more Participating insurance Companies) that votes in favor of such
segregation, or offering so the contract owners the option of making such a
change; and (ii) establishing a new registered management investment company or
managed separate account.
(d) If a material irreconcilable conflict arises because of a decision by the
Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the Account's investment
in the Trust and terminate this Agreement; provided, however, that such
withdrawal and termination shall be limited so the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
Independent Trustees. Any such withdrawal and termination must take place within
six (6) months after the Trust gives written notice that this provision is being
implemented, and until the end of that six month period the Distributor and
Trust shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Trust.
(e) If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the Account's
investment in the Trust and terminate this Agreement within six months after the
Trustees inform the Company in writing that they have determined that such
decision has created an irreconcilable material conflict; 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 Independent Trustees. Until the end of the foregoing six month period, the
Distributor and Trust shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Trust.
(f) For purposes of sections (c) through (f) of this paragraph, a majority of
the Independent Trustees shall determine whether any proposed action adequately
remedies any irreconcilable material conflict,
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but in no event will the Trust be required to establish a new funding medium for
the Contracts. The Company shall not be required by section (c) to establish a
new funding medium for the Contracts if an offer to do so has been declined by
vote of a majority of contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Trustees determine that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Trust
and terminate this Agreement within six (6) months after the Trustees inform the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the Independent
Trustees.
(g) If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Trust and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable;
and (b) paragraphs 11(a), 11(b), 19(a), 19(b), 19(c), 19(d), 19(e) and 19(f) of
this Agreement shall continue in effect only to the extent that terms and
conditions substantially identical to such paragraphs are contained in such
Rule(s) as so amended or adopted.
20. Duration of this Agreement. This Agreement shall become effective as of
the date first above written and shall remain in force until April 30, 1996 and
thereafter, but only so long as such continuance is specifically approved at
least annually by the Trustees of the Trust, or by the vote of a majority of the
outstanding voting securities of the Trust, cast in person or by proxy. This
Agreement also may be terminated in accordance with paragraph 15 hereof.
The terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person", when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.
21. Amendments of this Agreement. This Agreement may be amended by the parties
only if such amendment is specifically approved by: (i) the Trustees of the
Trust, or by the vote of a majority of outstanding voting securities of the
Trust, and (ii) a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
22. Governing Law. This Agreement shall be construed in accordance with the
law of the State of New York and the applicable provisions of the 1933, 1934 and
1940 Acts and the rules and regulations and rulings thereunder including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith. To
the extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise the remainder of the Agreement
shall not be affected thereby.
23. Notices. Any notice under this Agreement shall be in writing and if to
the Trust, delivered or mailed postage prepaid to it at Xxx Xxxxx Xxxxx Xxxxxx,
Xxx Xxxx, XX 00000; if to the Distributor, delivered or mailed postage prepaid
to it at Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000; and if to the Company,
delivered or mailed postage prepaid so it at 000 Xxxxx Xxxxxxxxx, Xxxxxxx, XX
00000. The parties shall have the right to designate any other address hereafter
by written notice to the other parties.
24. Personal Liability The Declaration of Trust establishing Xxxx Xxxxxx
Variable Investment Series, dated February 24, 1983, a copy of which, together
with all amendments thereto (the "Declaration"), is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name Xxxx
Xxxxxx Variable Investment Series refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Xxxx Xxxxxx Variable Investment
Series shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise,
in connection with the affairs of said Xxxx Xxxxxx Variable Investment Series,
but the Trust Estate only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first written above.
Company:
Attest: PARAGON LIFE INSURANCE
_____________________________ By:_______________________________
Trust:
Attest: XXXX XXXXXX VARIABLE INVESTMENT SERIES
_____________________________ By:________________________________
Distributor:
Attest: XXXX XXXXXX DISTRUBUTORS, INC.
_____________________________ By:________________________________
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