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Exhibit 99.B9(l)
GUARANTY AGREEMENT
Agreement dated the 22nd day of April, 1997 by and between Zurich Xxxxxx
Investments, Inc., a Delaware corporation ("ZKI") and Xxxxxx Target Equity
Fund, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust is an open-end, diversified, management investment
company that may issue shares in one or more series, the eighth series of the
Trust being designated as "Xxxxxx Retirement Fund Series VII" (the "Fund");
WHEREAS, ZKI is the investment manager for the Fund;
WHEREAS, the investment objectives of the Fund are to provide a
guarantee of return of investment, including any sales charge, for shares
redeemed on May 15, 2008 (the "Maturity Date") and to provide long-term growth
of capital;
WHEREAS, the Fund will pursue its objectives by investing a portion of
its assets in "zero coupon" U.S. Treasury obligations and the balance of its
assets primarily in common stocks;
WHEREAS, the Fund is designed to provide a guarantee of return of
investment only to those investors who reinvest dividends and hold their shares
until the Maturity Date ("Eligible Investors"); and
WHEREAS, the Fund and ZKI want to provide further assurance pursuant to
this Agreement that Eligible Investors will receive a return of investment
upon redemption of their shares on the Maturity Date;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. ZKI agrees that it will make payments to Eligible Investors on the
Maturity Date in such amounts as may be necessary to enable all Eligible
Investors to receive, upon redemption of their investment in the Fund on
the Maturity Date at the then current net asset value thereof, an aggregate
amount of redemption proceeds and payments hereunder equal to the amount of
their original investment, including any sales charge.
2. The Trust hereby accepts the undertaking by ZKI set forth in this
Agreement.
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3. This Agreement shall be governed by the laws of the State of
Illinois, except that Paragraph 4 hereof shall be governed by the laws of The
Commonwealth of Massachusetts.
4. All parties hereto are expressly put on notice of the Trust's
Amended and Restated Agreement and Declaration of Trust, which is on file with
the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of Trust by its representatives as such
representatives and not individually, and the obligations, if any, of Trust
hereunder are not binding upon any of the Trustees, officers or shareholders of
the Trust individually but are binding upon only the assets and property of the
Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officer as of the day and year
first set forth above.
ZURICH XXXXXX INVESTMENTS, INC..
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Executive Vice President
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and Chief Financial Officer
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XXXXXX TARGET EQUITY FUND
By: /s/ Xxxx X. Xxxx
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Title: Vice President
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