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EXHIBIT (8)(d)
A G R E E M E N T
AGREEMENT dated _________________, 1991, by and between Xxxxxxx Xxxxx
Life Insurance Company ("Xxxxxxx Xxxxx Life"), a State of Washington
corporation, on its own behalf and on behalf of Xxxxxxx Xxxxx Life Variable
Annuity Separate Account (the "Variable Annuity Accounts"), and Xxxxxxx Xxxxx
Variable Series Funds, Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, the Variable Annuity Account is a separate account
established and maintained by Xxxxxxx Xxxxx Life pursuant to the laws of the
State of Washington for variable annuity contracts issued or reissued by
Xxxxxxx Xxxxx Life;
WHEREAS, the Variable Annuity Account is to be registered as an
open-end management company organized as a series fund under the Investment
Company Act;
WHEREAS, the Company is registered as an open-end management company
organized as a series fund under the Investment Company Act;
WHEREAS, the Company is now comprised of eight funds but may add
additional funds;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, Xxxxxxx Xxxxx Life intends to purchase shares of such funds as are
authorized by the Company on behalf of the Variable Annuity Account to fund
benefits under the variable annuity contracts;
NOW, THEREFORE, Xxxxxxx Xxxxx Life and the Company hereby agree as
follows:
1. Xxxxxxx Xxxxx Life shall pay for the costs of
printing the Company's semi-annual and annual shareholder reports and
prospectuses.
2. On each day on which the net asset value of the
shares of any portfolio of the Company is required to be calculated pursuant to
the requirements of the Investment Company Act, the Company shall provide
Xxxxxxx Xxxxx Life with the net asset values of such funds by 5:00 p.m. (New
York time). The Company shall also provide Xxxxxxx Xxxxx Life with daily
reports of interest and dividend income and realized capital gains and losses
for each portfolio. This information shall also be provided by 5:00 p.m.
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(New York time) on each day on which such net asset value is calculated.
3. A redemption of the Company's shares shall be settled
regular way.
4. This Agreement shall remain in effect until
terminated by the mutual written consent of the parties hereto.
5. This Agreement shall be subject to the provisions of
the Investment Company Act, the Securities Act of 1933 and the Securities
Exchange Act of 1934 and the rules, regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant, and the terms hereof shall be
interpreted and construed in accordance therewith.
6. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By:
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Attest:
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XXXXXXX XXXXX VARIABLE SERIES FUNDS,
INC.
By:
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Attest:
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