EXHIBIT 99-B.8.54
FUND PARTICIPATION AGREEMENT
BETWEEN
FUND AND ALIAC
Aetna Life Insurance and Annuity Company (the "Company"), Baron Asset
Fund and all series thereof (the "Fund") and Baron Capital, Inc. (the
"Distributor") hereby agree to an arrangement whereby the Fund shall be made
available to serve as underlying investment media for Variable Annuity Contracts
("Contracts") to be issued by the Company.
1. ESTABLISHMENT OF ACCOUNTS; AVAILABILITY OF FUND.
The Company represents that it has established Variable Annuity
Accounts B, C, D and F and may establish such other accounts as may be
set forth in Schedule A attached hereto and as may be amended from
time to time with the mutual consent of the parties hereto (the
"Accounts"), each of which is a separate account under Connecticut
Insurance law, and has registered or will register each of the
Accounts (except for such Accounts for which no such registration is
required) as a unit investment trust under the Investment Company Act
of 1940 (the "1940 Act"), to serve as an investment vehicle for the
Contracts. Each Contract provides for the allocation of net amounts
received by the Company to an Account for investment in the shares of
one of more specified open-end management investment companies
available through that Account as underlying investment media.
Selection of a particular investment management company and changes
therein from time to time are made by the participant or Contract
owner, as applicable under a particular Contract.
2. PRICING INFORMATION; ORDERS; SETTLEMENT.
(a) The Fund will make Fund shares available to be purchased by the
Company, and will accept redemption orders from the Company, on
behalf of each Account at the net asset value applicable to
each order on those days on which the Fund calculates its net
asset value (a "Business Day"). Fund shares shall be purchased
and redeemed in such quantity and at such time determined by
the Company to be necessary to meet the requirements of those
Contracts for which the Fund(s) serve as underlying investment
media, provided, however, that the Board of Trustees of the
Fund (hereinafter the "Trustees") may upon reasonable notice to
the Company, refuse to sell shares of any Portfolio to any
person, or suspend or terminate the offering of shares of any
Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion
of the Trustees, acting in good faith and in the best interests
of the shareholders of any Portfolio and is acting in
compliance with their fiduciary obligations under federal
and/or any applicable state laws.
(b) The Fund will provide to the Company closing net asset value,
dividend and capital gain information at the close of trading
each day that the New York Stock Exchange
(the "Exchange") is open (each such day a "Business Day"), and
in no event later than 6:30 p.m. Eastern Standard time on such
Business Day. The Company will send via facsimile or electronic
transmission to the Fund or its specified agent orders to
purchase and/or redeem Fund shares by 10:00 a.m. Eastern
Standard Time the following business day. Payment for net
purchases will be wired by the Company to an account designated
by the Fund to coincide with the order for shares of the Fund.
(c) The Fund hereby appoints the Company as its agent for the
limited purpose of accepting purchase and redemption orders for
Fund shares relating to the Contracts from Contract owners or
participants. Orders from Contract owners or participants
received from any distributor of the Contracts (including
affiliates of the Company) by the Company, acting as agent for
the Fund, prior to the close of the Exchange on any given
business day will be executed by the Fund at the net asset
value determined as of the close of the Exchange on such
Business Day, provided that the Fund receives written (or
facsimile) notice of such order by 10 a.m. Eastern Standard
Time on the next following Business Day. Any orders received by
the Company acting as agent on such day but after the close of
the Exchange will be executed by the Fund at the net asset
value determined as of the close of the Exchange on the next
business day following the day of receipt of such order,
provided that the Fund receives written (or facsimile) notice
of such order by 10 a.m. Eastern Standard Time within two days
following the day of receipt of such order.
(d) Payments for net redemptions of shares of the Fund will be
wired by the Fund to an account designated by the Company on
the same Business Day the Company places an order to redeem
Fund Shares. Payments for net purchases of the Fund will be
wired by the Company to an account designated by the Fund on
the same Business Day the Company places an order to purchase
Fund shares. Payments shall be in federal funds transmitted by
wire.
(e) In lieu of applicable provisions set forth in paragraphs 2(a)
through 2(d) above, the parties may agree to provide pricing
information, execute orders and wire payments for purchases and
redemptions through National Securities Clearing Corporation's
Fund/SERV system in which case such activities will be governed
by the provisions set forth in Exhibit 1 to this Agreement.
(f) Each party has the right to rely on information or
confirmations provided by the other party (or by any affiliate
of the other party), and shall not be liable in the event that
an error is a result of any misinformation supplied by the
other party.
(g) The Fund and Distributor shall indemnify and hold the Company
harmless, from the effective date of this Agreement, against
any amount the Company is required to pay to Contract owners or
participants due to: (i) an incorrect calculation of a Fund's
daily net asset value, dividend rate, or capital gains
distribution rate or (ii) incorrect or late reporting of the
daily net asset value, dividend rate, or capital gain
distribution rate of a Fund, upon written notification by the
Company, with supporting data, to Distributor. In addition, the
Fund or the Distributor shall be liable to the Company for
systems and out of pocket costs incurred by the Company
in making a Contract owners's or a participant's account whole,
if such costs or expenses are a result of the Fund's or the
Distributor's failure to provide timely or correct net asset
values, dividend and capital gains or financial information and
if such information is not corrected by 4:00 p.m. East Coast
time of the next business day after releasing such incorrect
information provided the incorrect NAV as well as the correct
NAV for each day that the error occurred is provided. If a
mistake is caused in supplying such information or
confirmations, which results in a reconciliation with incorrect
information, the amount required to make a Contract owner's or
a participant's account whole shall be borne by the party
providing the incorrect information, regardless of when the
error is corrected.
(h) The Company agrees to purchase and redeem the shares of the
Funds named in Schedule B offered by the then current
prospectus and statement of additional information of the Fund
in accordance with the provisions of such prospectus and
statement of additional information.
3. FEES.
In consideration of services provided by the Company under this
Agreement, the Fund or Distributor shall pay fees to the Company as
set forth in Schedule C.
4. EXPENSES.
(a) Except as otherwise provided in this Agreement, all expenses
incident to the performance by the Fund under this Agreement
shall be paid by the Fund, including the cost of registration
of Fund shares with the Securities and Exchange Commission (the
"SEC") and in states where required. The Fund and Distributor
shall pay no fee or other compensation to the Company under
this Agreement, and the Company shall pay no fee or other
compensation to the Fund or Distributor, except as provided
herein and in Schedule C attached hereto and made a part of
this Agreement as may be amended from time to time with the
mutual consent of the parties hereto. All expenses incident to
performance by each party of its respective duties under this
Agreement shall be paid by that party, unless otherwise
specified in this Agreement.
(b) The Fund or the Distributor shall provide to the Company, at
the location designated by the Company, periodic fund reports
to shareholders and other materials that are required by law to
be sent to Contract owners or participants. In addition, the
Fund or the Distributor shall provide the Company with a
sufficient quantity of its prospectuses, statements of
additional information and any supplements to any of these
materials, to be used in connection with the offerings and
transactions contemplated by this Agreement.
(c) The Fund or Distributor shall provide the company with a
sufficient quantity of its proxy material that is required to
be sent to Contract owners or participants. The cost associated
with proxy preparation, group authorization letters,
programming for tabulation and necessary materials (including
postage) will be paid by the Fund or Distributor.
5. REPRESENTATIONS.
(a) The Company agrees that it and its agents shall not, without
the written consent of the Fund or the Distributor, make
representations concerning the Fund, or its shares except those
contained in the then current prospectuses and in current
printed sales literature approved by or deemed approved by the
Fund or the Distributor.
(b) The Fund and Distributor represent and warrant that (i) they
have examined and tested their systems and made reasonable
inquiry of their business partners and other entities with whom
they conduct business with respect to Year 2000 problems and
(ii) their ability to perform their obligations under this
Agreement will not be interrupted or disrupted as a result of
any business interruptions or other business problems relating
to specific dates or days before, during and after the Year
2000.
6. TERMINATION.
This agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company, the Distributor or the
Fund, upon sixty days advance written notice to the other
parties;
(b) at the option of the Company, upon one week advance written
notice to the Distributor and the Fund, if Fund shares are not
available for any reason to meet the requirement of Contracts
as determined by the Company. Reasonable advance notice of
election to terminate shall be furnished by Company;
(c) at the option of either the Company, the Distributor or the
Fund, immediately upon institution of formal proceedings
against the broker-dealer or broker-dealers marketing the
Contracts, the Account, the Company, the Fund or the
Distributor by the National Association of Securities Dealers,
Inc. (the "NASD"), the SEC or any other regulatory body;
(d) upon the determination of the Accounts to substitute for the
Fund's shares the shares of another investment company in
accordance with the terms of the applicable Contracts. The
Company will give 60 days written notice to the Fund and the
Distributor of any decision to replace the Fund's' shares;
(e) upon assignment of this Agreement, unless made with the written
consent of all other parties hereto;
(f) if Fund shares are not registered, issued or sold in
conformance with Federal law or such law precludes the use of
Fund shares as an underlying investment medium for Contracts
issued or to be issued by the Company. Prompt notice shall be
given by the appropriate party should such situation occur.
7. CONTINUATION OF AGREEMENT.
Termination as the result of any cause listed in Section 6
shall not affect the Fund's obligation to furnish its shares to
Contracts then in force for which its shares serve or may serve
as the underlying medium unless such further sale of Fund
shares is prohibited by law or the SEC or other regulatory
body.
8. ADVERTISING MATERIALS; FILED DOCUMENTS.
(a) Advertising and sales literature with respect to the Fund
prepared by the Company or its agents for use in marketing its
Contracts will be submitted to the Fund or its designee for
review before such material is submitted to any regulatory body
for review. No such material shall be used if the Fund or its
designee reasonably object to such use in writing, transmitted
by facsimile within two business days after receipt of such
material.
(b) The Fund will provide additional copies of its financials as
soon as available to the Company and at least one complete copy
of all registration statements, prospectuses, statements of
additional information, annual and semi-annual reports, proxy
statements and all amendments or supplements to any of the
above that relate to the Fund promptly after the filing of such
document with the SEC or other regulatory authorities. At the
Distributor's request, the Company will provide to the
Distributor at least one complete copy of all registration
statements, prospectuses, statements of additional information,
annual and semi-annual reports, proxy statements, and all
amendments or supplements to any of the above that relate to
the Account promptly after the filing of such document with the
SEC or other regulatory authority.
(c) The Fund or the Distributor will provide via Excel spreadsheet
diskette format or in electronic transmission to the Company at
least quarterly portfolio information necessary to update Fund
profiles with seven business days following the end of each
quarter.
9. PROXY VOTING.
(a) The Company shall provide pass-through voting privileges on
Fund shares held by registered separate accounts to all
Contract owners and participants to the extent the SEC
continues to interpret the 1940 Act as requiring such
privileges. The Company shall provide pass-through voting
privileges on Fund shares held by unregistered separate
accounts to all Contract owners.
(b) The Company will distribute to Contract owners and
participants, as appropriate, all proxy material furnished by
the Fund and will vote Fund shares in accordance with
instructions received from such Contract owners and
participants. If and to the extent required by law, the
Company, with respect to each group Contract and in each
Account, shall vote Fund shares for which no instructions have
been received in the same proportion as shares for which such
instructions have been received. The Company and its agents
shall not oppose or interfere with the solicitation of proxies
for Fund shares held for such Contract owners and participants.
10. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless the Fund and
the Distributor, and its directors, officers, employees, agents
and each person, if any, who controls the Fund or its
Distributor within the meaning of the Securities Act of 1933
(the "1933 Act") against any losses, claims, damages or
liabilities to which the Fund or any such director, officer,
employee, agent, or controlling person may become subject,
under the 1933 Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
Registration Statement, prospectus or sales literature of the
Company 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, or arise out of or as a result of conduct,
statements or representations (other than statements or
representations contained in the prospectuses or sales
literature of the Fund) of the Company or its agents, with
respect to the sale and distribution of Contracts for which
Fund shares are the underlying investment. The Company will
reimburse any legal or other expenses reasonably incurred by
the Fund or any such director, officer, employee, agent,
investment Distributor, or controlling person in connection
with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, however, that the Company will
not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon
(i) an untrue statement or omission or alleged omission made in
such Registration Statement or prospectus in conformity with
written materials furnished to the Company by the Fund
specifically for use therein or (ii) the willful misfeasance,
bad faith, or gross negligence by the Fund or Distributor in
the performance of its duties or the Fund's or Distributor's
reckless disregard of obligations or duties under this
Agreement or to the Company, whichever is applicable. This
indemnity agreement will be in addition to any liability which
Company may otherwise have.
(b) The Fund and the Distributor agree to indemnify and hold
harmless the Company and its directors, officers, employees,
agents and each person, if any, who controls the Company within
the meaning of the 1933 Act against any losses, claims, damages
or liabilities to which the Company or any such director,
officer, employee, agent or controlling person may become
subject, under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
Registration Statement, prospectuses or sales literature of the
Fund 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 material fact required to be stated
therein or necessary to make the statements therein not
misleading. The Fund will reimburse any legal or other expenses
reasonably incurred by the Company or any such director,
officer, employee, agent, or controlling person in connection
with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Fund will not
be liable
in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue
statement or omission or alleged omission made in such
Registration Statement or prospectuses which are in conformity
with written materials furnished to the Fund by the Company
specifically for use therein.
(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of action, such indemnified party
will, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party of
the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under this
Section 10. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may
wish to, assume the defense thereof, with counsel satisfactory
to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to
assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 10 for any
legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation.
11. MISCELLANEOUS.
(a) AMENDMENT AND WAIVER. Neither this Agreement, nor any provision
hereof, may be amended, waived, discharged or terminated
orally, but only by an instrument in writing signed by all
parties hereto.
(b) NOTICES. All notices and other communications hereunder shall
be given or made in writing and shall be delivered personally,
or sent by telex, telecopier or registered or certified mail,
postage prepaid, return receipt requested, or recognized
overnight courier service to the party or parties to whom they
are directed at the following addresses, or at such other
addresses as may be designated by notice from such party to all
other parties.
To the Company:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Counsel
To the Fund:
Baron Asset Fund
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx, Esq.
To the Distributor:
Baron Capital, Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx, Esq.
Any notice, demand or other communication given in a manner prescribed in this
subsection (b) shall be deemed to have been delivered on receipt.
(c) SUCCESSORS AND ASSIGNS. This agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective permitted successors and assigns.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
agreement, and any party hereto may execute this Agreement by
signing any such counterpart.
(e) SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.
(f) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties hereto and
supersedes all prior agreement and understandings relating to
the subject matter hereof.
(g) GOVERNING LAW. This Agreement shall be governed and interpreted
in accordance with the laws of the State of Connecticut.
(h) NON EXCLUSIVITY. It is understood by the parties that this
Agreement is not an exclusive arrangement in any respect.
(i) CONFIDENTIALITY. The terms of this Agreement and the Schedules
thereto will be held confidential by each party except to the
extent that either party or its counsel may deem it necessary
to disclose such terms.
12. LIMITATION ON LIABILITY OF TRUSTEES, ETC.
This agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his or her capacity as an officer
of the Fund. The obligations of this agreement shall be binding upon
the assets and property of the Fund only and shall not be binding on
any Trustee, officer or shareholder of the Fund individually.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers effective as of the fifteenth day of September, 2000.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
--------------------------------------------
Title: Vice President
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BARON ASSET FUND
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
--------------------------------------------
Title: Vice President & General Counsel
--------------------------------------------
BARON CAPITAL, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxx
--------------------------------------------
Title: President & Chief Financial Officer
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SCHEDULE A
(For any future separate accounts - See Section 1(a)
SCHEDULE B
(List of funds available--See Section 1(b))
Baron Asset Fund
Baron Growth Fund
Baron Small Cap Fund
Baron Opportunity Fund
SCHEDULE C
Fees to the Company
1. SERVICING FEES.
Administrative services to Contract owners and participants shall be
the responsibility of the Company and shall not be the responsibility of the
Fund or the Distributor. The Distributor recognizes the Company as the sole
shareholder of Fund shares issued under the Fund Participation Agreement, and
that substantial savings will be derived in administrative expenses, such as
significant reductions in postage expense and shareholder communications, by
virtue of having a sole shareholder for each of the Accounts rather than
multiple shareholders. In consideration of the administrative savings resulting
from such arrangement, Distributor agrees to pay to the Company a servicing fee
based on the annual rate of ___% (____% quarterly) of the average net assets
invested in the Funds through the Contracts in each calendar quarter.
Distributor will make such payments to the Company within thirty (30) days after
the end of each calendar quarter. Each payment will be accompanied by a
statement showing the calculation of the fee payable to the Company for the
quarter and such other supporting data as may be reasonably requested by the
Company.
2. 12b-1 FEES.
In accordance with the Fund's plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Distributor will make payments to the
Company at an annual rate of ____% (____% quarterly) of the average net assets
invested in the Funds through the Contracts in each calendar quarter.
Distributor will make such payments to the Company within thirty (30) days after
the end of each calendar quarter. Each payment will be accompanied by a
statement showing the calculation of the fee payable to the Company for the
quarter and such other supporting data as may be reasonably requested by the
Company.
EXHIBIT 1
Procedures for Pricing and Order/Settlement Through National Securities
Clearing Corporation's Mutual Fund Profile System and Mutual Fund
Settlement, Entry and Registration Verification System
1. As provided in Section 2(e) of the Fund Participation Agreement the parties
hereby agree to provide pricing information execute orders and wire payments for
purchases and redemptions of Fund shares through National Securities Clearing
Corporation ("NSCC") and its subsidiary systems as follows:
(a) Distributor or the Funds will furnish to the Company or its affiliate
through NSCC's Mutual Fund Profile System ("MFPS") (1) the most current net
asset value information for each Fund, (2) a schedule of anticipated
dividend and distribution payment dates for each Fund, which is subject to
change without prior notice, ordinary income and capital gain dividend
rates on the Fund's ex-date, and (4) in the case of fixed income funds that
declare daily dividends, the daily accrual or the interest rate factor. All
such information shall be furnished to the Company or its affiliate by 6:30
p.m. Eastern Time on each business day that the Fund is open for business
(each a "Business Day") or at such other time as that information becomes
available. Changes in pricing information will be communicated to both NSCC
and the Company.
(b) Upon receipt of Fund purchase, exchange and redemption instructions for
acceptance as of the time at which a Fund's net asset value is calculated
as specified in such Fund's prospectus ("Close of Trading") on each
Business Day ("Instructions"), and upon its determination that there are
good funds with respect to Instructions involving the purchase of Shares,
the Company or its affilaite will calculate the net purchase or redemption
order for each Fund. Orders for net purchases or net redemptions derived
from Instructions received by the Company or its affiliate prior to the
Close of Trading on any given Business Day will be sent to the Defined
Contribution Interface of NSCC's Mutual Fund Settlement, Entry and
Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on
the next Business Day. Subject to the Company's or its affiliate's
compliance with the foregoing, the Company or its affiliate will be
considered the agent of the Distributor and the Funds, and the Business Day
on which Instructions are received by the Company or its affiliate in
proper form prior to the Close of Trading will be the date as of which
shares of the Funds are deemed purchased, exchanged or redeemed pursuant to
such Instructions. Instructions received in proper form by the Company or
its affiliate after the Close of Trading on any given Business Day will be
treated as if received on the next following Business Day. Dividends and
capital gains distributions will be automatically reinvested at net asset
value in accordance with the Fund's then current prospectuses.
(c) The Company or its affiliate will wire payment for net purchase orders by
the Fund's NSCC Firm Number, in immediately available funds, to an NSCC
settling bank account designated by the Company or its affiliate no later
than 5:00 p.m. Eastern time on the same Business Day such purchase orders
are communicated to NSCC. For purchases of shares of daily dividend accrual
funds, those shares will not begin to accrue dividends until the day the
payment for those shares is received.
(d) NSCC will wire payment for net redemption orders by Fund, in immediately
available funds, to an NSCC settling bank account designated by the Company
or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such
redemption orders are communicated to NSCC, except as provided in a Fund's
prospectus and statement of additional information.
(e) With respect to (c) or (d) above, if Distributor does not send a
confirmation of the Company's or its affiliate's purchase or redemption
order to NSCC by the applicable deadline to be included in that Business
Day's payment cycle, payment for such purchases or redemptions will be made
the following Business Day.
(f) If on any day the Company or its affiliate, or Distributor is unable to
meet the NSCC deadline for the transmission of purchase or redemption
orders, it may at its option transmit such orders and make such payments
for purchases and redemptions directly to Distributor or the Company or its
affiliate, as applicable, as is otherwise provided in the Agreement.
(g) These procedures are subject to any additional terms in each Fund's
prospectus and the requirements of applicable law. The Funds reserve the
right, at their discretion and without notice, to suspend the sale of
shares or withdraw the sale of shares of any Fund.
2. The Company or its affiliate, Distributor and clearing agents (if
applicable) are each required to have entered into membership agreements with
NSCC and met all requirements to participate in the MFPS and Fund/SERV systems
before these procedures may be utilized. Each party will be bound by the terms
of their membership agreement with NSCC and will perform any and all duties,
functions, procedures and responsibilities assigned to it and as otherwise
established by NSCC applicable to the MFPS and Fund/SERV system and the
Networking Matrix Level utilized.
3. Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated herein, the
terms defined in the Agreement shall have the same meaning as in this Exhibit.
