EXHIBIT 8(j)
FORM OF PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this day of February, 1999 by and
between STI CLASSIC VARIABLE TRUST, an unincorporated business trust formed
under the laws of Massachusetts (the "Trust"), SEI INVESTMENTS DISTRIBUTION
COMPANY, a Pennsylvania corporation (the "Distributor"), and LINCOLN BENEFIT
LIFE COMPANY, a Nebraska life insurance company (the "Company"), on its own
behalf and on behalf of each separate account of the Company identified herein.
WHEREAS, the Trust is a series-type mutual fund offering shares of
beneficial interest (the "Trust shares"), consisting of one or more classes of
separate series ("Series") of shares ("Series shares"), each such series
representing an interest in a particular managed portfolio of securities and
other assets; and
WHEREAS, the Trust was established for the purpose of serving as an
investment vehicle for insurance company separate accounts supporting variable
annuity contracts and variable life insurance policies to be offered by
insurance companies; and
WHEREAS, the Distributor has the exclusive right to distribute shares of
the Trust to qualifying investors; and
WHEREAS, the Company desires that the Trust serve as an investment vehicle
for a certain separate account(s) of the Company and the Distributor desires to
sell shares of certain Series to such separate account(s);
NOW, THEREFORE, in consideration of their mutual promises, the Trust and
the Company agree as follows:
ARTICLE I. ADDITIONAL DEFINITIONS
1.1. "Account" - the separate account of the Company described more
specifically in Schedule 1 to this Agreement. If more than one
separate account is so described, the term shall refer to each
separate account.
1.2. "Business Day" - each day that the Trust is open for business as
provided in the Trust Prospectus.
1.3. "Code" - the Internal Revenue Code of 1986, as amended.
1.4. "Contracts" - the class or classes of variable annuity contracts
and variable life insurance policies issued by the Company and
described more specifically on Schedule 2 to this Agreement.
1.5. "Contract Owners" - the owners of the Contracts, as distinguished
from all Product Owners.
1.6. "Participating Account" - a separate account investing all or a
portion of its assets in the Trust, including the Account.
1.7. "Participating Insurance Company" - any insurance company
investing in the Trust on its behalf or on behalf of a
Participating Account, including the Company.
1.8. "Products" - variable annuity contracts and variable life
insurance policies supported by Participating Accounts investing
assets attributable thereto in the Trust, including the Contracts.
1.9. "Product Owners" - owners of Products, including Contract Owners.
1.10. "Prospectus" - with respect to the Trust shares or a class of
Contracts, each version of the definitive prospectus or
supplement thereto filed with the SEC pursuant to Rule 497 under
the 1933 Act. Each such version provided or made available shall
have been filed with the SEC. With respect to any provision of
this Agreement requiring a party to take action in accordance
with a Prospectus, such reference thereto shall be deemed to be
to the version last so filed prior to the taking of such action.
For purposes of Article VIII, the term "Prospectus" shall
include any statement of additional information incorporated
therein.
1.11. "Registration Statement" - with respect to the Trust Shares or a
class of Contracts, the registration statement filed with the
SEC to register the securities issued thereby under the 1933
Act, or the most recently filed amendment thereto, in either
case in the form in which it was declared or became effective.
The Contracts Registration Statement is described more
specifically on Schedule 2 to this Agreement. The Trust
Registration Statement was filed on Form N-1A (File No.
33-80158).
1.12. "1940 Act Registration Statement" - with respect to the Trust or
the Account, the registration statement filed with the SEC to
register such person as an investment company under the 1940
Act, or the most recently filed amendment thereto. The Account
1940 Act Registration Statement is described more specifically
on Schedule 2 to this Agreement. The Trust 1940 Act Registration
Statement was filed on Form N-1A (File No. 811-8562).
1.13. "Statement of Additional Information" - with respect to the
Trust or a class of Contracts, each version of the definitive
statement of additional information or supplement thereto filed
with the SEC pursuant to Rule 497 under the 0000 Xxx.
1.14. "SEC - the Securities and Exchange Commission.
1.15. "1933 Act" - the Securities Act of 1933, as amended.
1.16. "1940 Act" - the Investment Company Act of 1940, as amended.
ARTICLE II. SALE OF TRUST SHARES
2.1. The Trust has granted to the Distributor exclusive authority to
distribute the Trust's shares, and has agreed to instruct, and
has so instructed, the Distributor to make available to the
Company for purchase on behalf of the Account, Trust shares of
those Series so selected by the Distributor. Pursuant to such
authority and instructions, and subject to Article X hereof
(Terminations), the Distributor agrees to make available to the
Company for purchase on behalf to the Account, shares of those
Series listed on Schedule 3 to this Agreement, such purchases to
be effected at net asset value in accordance with Section 2.3 of
this Agreement. Notwithstanding the foregoing, (i) Trust Series
(other than those listed on Schedule 3) in existence now or that
may be established in the future will be made available to the
Company only as the Distributor may so provide, and (ii) the
Board of Directors of the Trust (the "Trust Board") may suspend
or terminate the offering of Trust shares of any Series or class
thereof, if such action is required by law or by regulatory
authorities having jurisdiction or if in the sole discretion of
the Trust Board acting in good faith and in light of its
fiduciary duties under Federal and any applicable state laws,
suspension or termination is necessary in the best interests of
the shareholders of any Series (it being understood that
"shareholders" for this purpose shall mean Product Owners).
2.2. The Trust shall redeem, at the Company's request, any full or
fractional Series shares held by the Company on behalf of the
Account, such redemptions to be effected at net asset value in
accordance with Section 2.3 of this Agreement. Notwithstanding
the foregoing, (i) the Company shall not redeem Trust shares
attributable to Contract Owners except in the circumstances
permitted in Section 2.7 of this Agreement, and (ii) the Trust
may delay redemption of Trust shares of any Series to the extent
permitted by the 1940 Act, any rules, regulations or orders
thereunder, or the Trust Prospectus.
2.3. Purchase and Redemption Procedures
(a) The Trust hereby appoints the Company as an agent of the Trust
for the limited purpose of receiving purchase and redemption
requests on behalf of the Account (but not with respect to any
Trust shares that may be held in the general account of the
Company) for shares of those Series made available hereunder,
based on allocations of amounts to the Account or subaccounts
thereof under the Contracts and other transactions relating to
the Contracts or the Account. Receipt of any such request (or
relevant transactional information therefor) on any Business
Day by the Company as such limited agent of the Trust prior to
the Trust's close of business as defined from time to time in
the Trust Prospectus (which as of the date of execution of
this Agreement is 4 p.m. Eastern Time) shall constitute
receipt by the Trust on that same Business Day, provided that
the Trust receives notice of such request by 10 a.m. Eastern
Time on the next following Business Day.
(b)The Company shall pay for shares of each Series on the same
day that it notifies the Trust of a purchase request for such
shares. Payment for Series shares shall be made in Federal
funds transmitted to the Trust by wire to be received by the
Trust by 4 p.m. Eastern Time on the day the Trust is notified
of the purchase request for Series shares (unless the Trust
determines and so advises the Company that sufficient proceeds
are available from redemption of shares of other Series
effected pursuant to redemption requests tendered by the
Company on behalf of the Account). If Federal funds are not
received on time, such funds will be invested, and Series
shares purchased thereby will be issued, as soon as
practicable. Upon receipt of Federal funds so wired, such
funds shall cease to be the responsibility of the Company and
shall become the responsibility of the Trust.
(c) Payment for Series shares redeemed by the Account or the
Company shall be made in Federal funds transmitted by wire to
the Company or any other designated person on the next
Business Day after the Trust is properly notified of the
redemption order of Series shares (unless redemption proceeds
are to be applied to the purchase of Trust shares of other
Series in accordance with Section 2.3(b) of this Agreement),
except that the Trust reserves the right to redeem Series
shares in assets other than cash and to delay payment of
redemption proceeds to the extent permitted under Section
22(e) of the 0000 Xxx. The Trust shall not bear any
responsibility whatsoever for the proper disbursement or
crediting or redemption proceeds by the Company; the Company
alone shall be responsible for such action.
(d) Any purchase or redemption request for Series shares held or
to be held in the Company's general account shall be effected
at the net asset value per share next determined after the
Trust's receipt of such request, provided that, in the case of
a purchase request, payment for Trust shares so requested is
received by the Trust in Federal funds prior to close of
business for determination of such value, as defined from time
to time in the Trust Prospectus.
2.4. The Trust shall use its best efforts to make the net asset value
per share for each Series available to the Company by 6:30 p.m.
Eastern Time each Business Day, and in any event, as soon as
reasonably practicable after the net asset value per share for
such Series is calculated, and shall calculate such net asset
value in accordance with the Trust Prospectus. Neither the Trust,
any Series, the Distributor, nor any of their affiliates shall be
liable for any information provided to the Company pursuant to
this Agreement which information is based on incorrect information
supplied by the Company or any other Participating Company to the
Trust or the Distributor.
If the net asset value is materially incorrect through no fault of
the Company, the Company shall be entitled to an adjustment to the
number of shares purchased or redeemed to reflect the correct net
asset value in accordance with Fund procedures and the Trust shall
bear the cost of correcting such errors. Any material error in the
net asset value shall be reported to the Company promptly upon
discovery. Any administrative or other costs or losses incurred
for correcting underlying Contract owner accounts shall be at the
Company's expenses. In the event that net asset values are not
made available to the Company by such time, the Company agrees to
use its best efforts to include the net asset values when received
in its next cycle for purposes of calculating purchase orders and
requests for redemption. However, if net asset values are not
available for inclusion in the next cycle and purchase
orders/redemptions are not able to be calculated and available for
the Company to execute within the time frame described in Section
1.1, the Trust shall reimburse and make the Company whole for any
losses incurred as a result of such delays.
2.5. The Trust shall furnish notice to the Company as soon as
reasonably practicable of any income dividends or capital gain
distributions payable on any Series shares. The Company, on its
behalf and on behalf of the Account, hereby elects to receive all
such dividends and distributions as are payable on any Series
shares in the form of additional shares of that Series. The
Company reserves the right, on its behalf and on behalf of the
Account, to revoke this election and to receive all such dividends
and capital gain distributions in cash. The Trust shall notify the
Company promptly of the number of Series shares so issued as
payment of such dividends and distributions.
2.6. Issuance and transfer of Trust shares shall be by book entry only.
Stock certificates will not be issued to the Company or the
Account. Purchase and redemption orders for Trust shares shall be
recorded in an appropriate ledger for the Account or the
appropriate subaccount of the Account.
2.7. (a) The parties hereto acknowledge that the arrangement
contemplated by this Agreement is not exclusive; the Trust's
shares may be sold to other insurance companies (subject to
Section 2.8 hereof) and the cash value of the Contracts may
be invested in other investment companies, provided, however,
that until this Agreement is terminated pursuant to Article
X, the Company shall promote the Trust Series on the same
basis as other funding vehicles available under the Contracts
and with respect to the availability of any funding vehicles
other than those listed on Schedule 3 to this Agreement: (i)
any such vehicle or series thereof, has investment objectives
or policies that are substantially different from the
investment objectives and policies of the Trust Series
available hereunder; or (ii) the Company gives the Trust and
Distributor 45 days written notice of its intention to make
such other investment vehicle available as a funding vehicle
for the Contracts; or (iii) the Trust or Distributor consents
in writing to the use of such other vehicle, such consent not
to be unreasonably withheld.
(b) The Company shall not, without prior notice to the
Distributor (unless otherwise required by applicable law)
take any action to operate the Account as a management
investment company under the 1940 Act.
(c) The Company shall not, without the prior written consent of
the Distributor (unless otherwise required by applicable
law), solicit, induce or encourage Contract Owners to change
or modify the Trust or change the Trust's distributor,
manager, administrator or investment adviser.
2.8. The Distributor and the Trust shall sell Trust shares only to
Participating Insurance Companies and their separate accounts and
to persons or plans ("Qualified Persons") that qualify to purchase
shares of the Trust under Section 817(h) of the Code and the
regulations thereunder without impairing the ability of the
Account to consider the portfolio investments of the Trust as
constituting investments of the Account for the purpose of
satisfying the diversification requirements of Section 817(h). The
Distributor and Trust will provide the Company with a quarterly
certification of compliance with Section 817(h), and the
regulations thereunder, in such form as the Company and Trust
shall agree. The Distributor and the Trust shall not sell Trust
shares to any insurance company or separate account unless an
agreement complying with Article VII of this Agreement is in
effect to govern such sales. The Company hereby represents and
warrants that it and the Account are Qualified Persons.
ARTICLE III. Representations and Warranties
3.1. The Company represents and warrants that: (i) the Company is an
insurance company duly organized and in good standing under
Nebraska insurance law; (ii) the Account is a validly existing
separate account, duly established and maintained in accordance
with applicable law; (iii) the Account 1940 Act Registration
Statement has been filed with the SEC in accordance with the
provisions of the 1940 Act and the Account is duly registered as
a unit investment trust thereunder; (iv) the Contracts'
Registration Statement has been declared effective by the SEC;
(v) the Contracts will be issued in compliance in all material
respects with all applicable Federal and state laws; (vi) the
Account will maintain its registration under the 1940 Act and
will comply in all material respects with it; and (vii) the
Contracts currently are, and at the time of issuance will be,
treated as annuity contracts or life insurance policies,
whichever is appropriate, under applicable provisions of the
Code.
3.2. The Trust represents and warrants that: (i) the Trust is an
unincorporated business trust duly formed and validly existing
under the Massachusetts law; (ii) the Trust's 1940 Act
Registration Statement has been filed with the SEC in accordance
with the provisions of the 1940 Act and the Trust is duly
registered as an open-end management investment company
thereunder; (iii) the Trust's Registration Statement has been
declared effective by the SEC; (iv) the Trust shares will be
issued in compliance in all material respects with all applicable
federal laws; (v) the Trust will remain registered under and will
comply in all material respects with the 1940 Act; (vi) the
Trust's currently qualifies as a "regulated investment company"
under Subchapter M of the Code and will comply at all times with
the diversification standards prescribed in Section 817(h) of the
Code and the regulations thereunder; and (vii) the Trust's
investment policies are in material compliance with any
investment restrictions set forth on Schedule 4 to this
Agreement. The Trust, however, makes no representation as to
whether any aspect of its operations (including, but not limited
to, fees and expenses and investment policies) otherwise complies
with the insurance laws or regulations of any state. Further, the
Trust shall register and qualify its shares for sale in
accordance with the securities laws of the various states only if
and to the extent deemed advisable by the Trust.
3.3. The Distributor represents and warrants that: (i) the Distributor
is a corporation duly organized and in good standing under
Pennsylvania law; and (ii) the Distributor is registered as a
broker-dealer under federal and applicable state securities laws
and is a member of the National Association of Securities Dealers,
Inc.
3.4. Each party represents and warrants that the execution and delivery
of this Agreement and the consummation of the transactions
contemplated herein have been duly authorized by all necessary
corporate or trust action, as applicable, by such party, and, when
so executed and delivered, this Agreement will be the valid and
binding obligation of such party enforceable in accordance with
its terms.
3.5. Each party represents and warrants that all of its directors,
officers, employees, investment advisers and other
individuals/entities dealing with the money and/or securities of
the Trust are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the
Trust in an amount not less than the amount required by the
applicable rules of the NASD and the federal securities laws. The
aforesaid bond shall include coverage for larceny and embezzlement
and shall be issued by a reputable bonding company. All parties
agree to make all reasonable efforts to see that this bond or
another bond containing these provisions is always in effect, and
each agrees to notify the other parties promptly in the event that
such coverage no longer applies.
ARTICLE IV. Filings, Information and Expenses
4.1. The Trust shall amend its Agreement and Declaration of Trust and
its 1940 Act Registration Statement from time to time as required
in order to effect the continuous offering of Trust shares and to
maintain the Trust's registration under the 1940 Act for so long
as Trust shares are sold.
4.2. Unless other arrangements are made, the Trust shall provide the
Company with a copy, in camera-ready form or otherwise suitable
for printing or duplication, of (i) each Trust prospectus and any
supplement thereto; (ii) each Statement of Additional Information
and any supplement thereto; (ii) any Trust proxy soliciting
material; and (iv) any Trust periodic shareholder reports.
4.3. The Company shall amend the Contracts Registration Statement and
the Account 1940 Act Registration Statement from time to time as
required in order to effect the continuous offering of the
Contracts or as may otherwise be required by applicable law, but
in any event shall maintain a current effective Contracts
Registration Statement and the Account's registration under the
1940 Act for so long as the Contracts are outstanding unless the
Company has supplied the Trust with an SEC no-action letter or
opinion of counsel satisfactory to the Trust's counsel to the
effect that maintaining such Registration Statement on a current
basis is no longer required. The Company shall file, register,
qualify and obtain approval of the Contracts for sale to the
extent required by applicable insurance and securities laws of
the various states.
4.4. The Company shall inform the Trust of any investment restrictions
imposed by state insurance law that may become applicable to the
Trust from time to time as a result of the Account's investment
therein (including, but not limited to, restrictions with respect
to fees and expenses and investment policies), other than those
set forth on Schedule 4 to this Agreement. Upon receipt of any
such information from the Company, the Trust shall determine
whether it is in the best interests of shareholders to comply
with any such restrictions. If the Trust determines that it is
not in the best interests of shareholders (it being understood
that "shareholders" for the purpose shall mean Product Owners),
the Trust shall so inform the Company, and the Trust and the
Company shall discuss alternative accommodations in the
circumstances. If the Trust determines that it is in the best
interests of shareholders to comply with such restrictions, the
Trust and the Company shall amend Schedule 4 to this Agreement to
reflect such restrictions.
4.5. Each party shall promptly inform the others when such party
becomes aware of the commencement of any litigation or proceeding
against such party or a person affiliated with such party in
connection with the issuance or sale of Trust shares or the
Contracts.
4.6. The Company shall provide Contracts, Contracts and Trust
Prospectuses, Contracts and Trust Statements of Additional
Information, reports, solicitations for voting instructions
including any related Trust proxy solicitation materials, and all
amendments or supplements to any of the foregoing to Contract
Owners and prospective Contract Owners, all in accordance with
the federal securities laws.
4.7. All expenses incident to each party's performance under this
Agreement (including expenses expressly assumed by such party
pursuant to this Agreement) shall be paid by such party to the
extent permitted by law.
(a) Expenses assumed by the Trust include, but are not limited
to, the costs of: registration and qualification of the
Trust shares under the federal securities laws; text
preparation and filing with the SEC of the Trust Prospectus
and any supplements thereto, Trust Statement of Additional
Information and any supplements thereto, Trust Registration
Statement, Trust proxy materials and shareholder reports,
and preparation of a camera-ready copy thereof; preparation
of all statements and notices required by any Federal or
state securities law; printing and mailing of all materials
and reports required to be provided by the Trust to its
shareholders (subject to sections (c) and (d) hereof); all
taxes on the issuance or transfer of Trust shares; payment
of all applicable fees, including, without limitation, all
fees due under Rule 24f-2 relating to the Trust; and any
expenses permitted to be paid or assumed by the Trust
pursuant to a plan, if any , under rule 12b-1 under the
1940 Act. The Trust otherwise shall pay no fee or other
compensation to the Company under this Agreement, unless
the parties otherwise agree, including if the Trust or any
Series adopts and implements a plan pursuant to Rule 12b-1
under the 1940 Act to finance distribution expenses, then
payments may be made to the Company in accordance with such
plan. The Trust currently does not intend to make any
payments to finance distribution expenses pursuant to Rule
12b-1 under the 1940 Act or in contravention of such rule,
although it may make payments pursuant to Rule 12b-1 in the
future. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Trust
undertakes to have a Board of Trustees, a majority of whom
are not interested persons of the Trust, formulate and
approve any plan under Rule 12b-1 to finance distribution
expenses.
(b) Expenses assumed by the Company include, but are not
limited to, the costs of: registration and qualification of
the Contracts under the federal securities laws; text
preparation and filing with the SEC of the Contracts
Prospectus and any supplements thereto, Contracts Statement
of Additional Information and any supplements thereto, and
Contracts Registration Statement; payment of all applicable
fees, including, without limitation, all fees due under
Rule 24f-2 relating to the Contracts; and preparation and
dissemination of all statements and notices to Contract
Owners required by any Federal or state insurance law other
than those paid for by the Trust.
(c) All costs and expenses incurred in printing, mailing and
distributing the Contract and Trust Prospectuses and
Statements of Additional Information and any supplements
thereto to any prospective Contract purchaser or existing
Contract owner as required by Federal securities law shall
be apportioned equally between the Trust and the Company.
(d) All costs and expenses incurred in text preparation,
printing, mailing and distributing Trust proxy materials
and shareholder reports to all contract holders of record
and any other statement or notice required of the Trust by
any Federal or state law, and not previously discussed
herein, shall be the exclusive responsibility of the Trust.
(e) The Distributor will quarterly reimburse the Company
certain of the administrative costs and expenses incurred
by the Company as a result of operations necessitated by
the beneficial ownership by Policy owners of shares of the
Trust, equal to 0.25% per annum of the aggregate net assets
of the Trust attributable to variable life or variable
annuity contracts offered by the Company or its affiliates.
In no event shall such fee be paid by the Trust, its
shareholders or by the Policy holders.
4.8. No piece of advertising or sales literature or other promotional
material in which the Trust is named shall be used, except with
the prior written consent of the Trust. Any such piece shall be
furnished to the Trust for such consent prior to its use. The
Trust shall respond to any request for written consent on a prompt
and timely basis, but failure to respond shall not relieve the
Company of the obligation to obtain the prior written consent of
the Trust. The Trust may at any time in its sole discretion revoke
such written consent, and upon notification of such revocation,
the Company shall no longer use the material subject to such
revocation. Until further notice to the Company, the Trust has
delegated its rights and responsibilities under this provision to
the Distributor.
4.9. No piece of advertising or sales literature or other promotional
material in which the Company is named shall be used, except with
the prior written consent of the Company. Any such piece shall be
furnished to the Company for such consent prior to its use. The
Company shall respond to any request for written consent on a
prompt and timely basis, but failure to respond shall not relieve
the Company of the obligation to obtain the prior written consent
of the Company. The Company may at any time in its sole
discretion revoke any written consent, and upon notification of
such revocation, neither the Trust nor the Distributor shall use
the materials subject to such revocation. The Company, upon prior
written notice to the Trust, may delegate its rights and
responsibilities under this provision to the principal
underwriter for the Contracts.
4.10. The Company shall not give any information or make any
representations or statements on behalf of the Trust or
concerning the Trust other than the information or
representations contained in the Trust Registration Statement or
Trust Prospectus or in reports or proxy statements for the Trust,
or in sales literature or other promotional material approved in
accordance with Article IV of this Agreement, or in published
reports or statements of the Trust in the public domain, except
with the prior written consent of the Trust.
4.11. The Trust shall not give any information or make any
representations on behalf of the Company or concerning the
Company, the Account or the Contracts other than the information
or representations contained in the Contracts Registration
Statement or Contracts Prospectus or in published reports of the
Account which are in the public domain or approved in writing by
the Company for distribution to Contract Owners, or in sales
literature or other promotional material approved in writing by
the Company, except with the prior written consent of the
Company.
4.12. The Trust and the Company shall provide to each other upon
request at least one complete copy of all Registration
Statements, Prospectuses, Statements of Additional Information,
periodic and other shareholder or Contract Owner reports, proxy
statements, solicitations of voting instructions, sales
literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments or
supplements to any of the above, that relate to the Trust, the
Contracts or the Account, as the case may be, promptly after the
filing by or on behalf of such party of such document with the
SEC or other regulatory authorities. The Company shall provide to
the Trust and the Distributor any complaints received from
Contract Owners pertaining to the Trust or Trust Series, and the
Trust and Distributor shall provide to the Company any complaints
received from Contract Owners relating to the Contracts.
4.13. The Trust and the Company shall provide to each other upon
request copies of draft versions of any registration Statements,
Prospectuses, Statements of Additional Information, periodic and
other shareholder or Contract Owner reports, proxy statements,
solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for
no-action letters, and all amendments or supplements to any of
the above, to the extent that the other party reasonably needs
such information for purposes of preparing a report or other
filing to be filed with or submitted to a regulatory agency. If a
party requests any such information before it has been filed, the
other party will provide the requested information if then
available and in the version then available at the time of such
request.
4.14. Each party hereto shall cooperate with the other parties and all
appropriate governmental authorities (including without
limitation the SEC, and NASD and state insurance regulators) and
shall permit each other and such authorities reasonable access to
its books and records in connection with any investigation or
inquiry relating to this Agreement or the transactions
contemplated hereby. However, such access shall not extend to
attorney-client privileged information.
4.15. For purposes of this Article IV, the phrase "sales literature or
other promotion material" includes, but is not limited to, any
material constituting sales literature or advertising under the
NASD rules, the 1940 Act or the 0000 Xxx.
4.16. No party shall use any other party's names, logos, trademarks or
service marks, whether registered or unregistered, without the
prior written consent of such other party.
ARTICLE V. Voting of Trust Shares
With respect to any other matter put to vote by the holders of Trust
shares or Series shares ("Voting Shares"), the Company shall:
(a) solicit voting instructions from Contract Owners to which
Voting Shares are attributable;
(b) vote Voting Shares of each Series attributable to Contract
Owners in accordance with instructions or proxies timely
received from such Contract Owners;
(c) vote Voting Shares of each Series attributable to Contract
Owners for which no instructions have been received in the
same proportion as Voting Shares of such Series for which
instructions have been timely received; and
(d) vote Voting Shares of each Series held by the Company on
its own behalf or on behalf of the Account that are not
attributable to Contract Owners in the same proportion as
Voting Shares of such Series for which instructions have
been timely received.
The Company shall be responsible for assuring that voting privileges for the
Account are calculated in a manner consistent with the provisions set forth
above and with other Participating Insurance Companies.
ARTICLE VI Compliance with Code
6.1. The Trust shall comply with Section 817(h) of the Code and the
regulations issued thereunder, and any Treasury interpretations
thereof to the extent applicable to the Trust as a fund
underlying the Account, and shall notify the Company immediately
upon having a reasonable basis for believing that it has ceased
to so qualify or that it might not so qualify in the future. In
the event of a breach of this Article VI, the Trust shall take
all reasonable steps to adequately diversify the Trust so as to
achieve compliance within the grace period afforded by regulation
817.5.
6.2. The Trust shall maintain its qualification as a registered
investment company (under Subchapter M or any successor or
similar provision), and shall notify the Company immediately upon
having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.
6.3. The Company shall ensure the continued treatment of the Contracts
as annuity contracts or life insurance policies, whichever is
appropriate, under applicable provisions of the Code and shall
notify the Trust and the Distributor immediately upon having a
reasonable basis for believing that the Contracts have ceased to
be so treated or that they might not be so treated in the future.
ARTICLE VII. Potential Conflicts
7.1. The parties to this Agreement acknowledge that the Trust intends
to file an application with the SEC to request an order (the
"Exemptive Order") granting relief from various provisions of the
1940 Act and the rules thereunder to the extent necessary to
permit Trust shares to be sold to and held by variable annuity
and variable life insurance separate accounts of both affiliated
and unaffiliated Participating Insurance Companies and other
Qualified Persons (as defined in Section 2.8). It is anticipated
that the Exemptive Order, when and if issued, shall require the
Trust and each Participating Insurance Company to comply with
conditions and undertakings substantially as provided in this
Article VII. The Trust will not enter into a participation
agreement with any other Participating Insurance Company unless
it imposes the same conditions and undertakings as are imposed on
the Company hereby.
7.2. The Company agrees to report any potential or existing conflicts
promptly to the Trust Board, and in particular whenever Contract
Owner voting instructions are disregarded, and recognizes that is
shall be responsible for assisting the Trust Board in carrying
out its responsibilities in connection with the Exemptive Order.
The Company agrees to carry out such responsibilities with a view
to the interests of Contract Owners.
7.3. If a majority of the Trust Board, or a majority of Disinterested
Trustees, determines that a material irreconcilable conflict
exists with regard to Contract Owner investments in the Trust,
the Trust Board shall give prompt notice to all Participating
Insurance Companies. If the Trust Board determines that the
Company is responsible for causing or creating said conflict, the
Company shall at no cost and expense to the Trust, and to the
extent reasonably practicable (as determined by a majority of the
Disinterested Trustees), take such action as is necessary to
remedy or eliminate the irreconcilable material conflict. Such
necessary action may include, but shall not be limited to:
(a) Withdrawing the assets allocable to the Account from the
Trust and reinvesting such assets in a different investment
medium or submitting the question of whether such
segregation should be implemented to a vote of all affected
Contract Owners;
(b) Establishing a new registered management investment
company.
7.4. If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard Contract Owner voting
instructions and said decision represents a minority position or
would preclude a majority vote by all Contract Owners having an
interest in the Trust, the Company may be required, at the Trust
Board's election, to withdraw the Account's investment in the
Trust.
7.5. For purposes of this Article, a majority of the disinterested
Trustees shall determine whether or not any proposed action
adequately remedies any irreconcilable material conflict, but in
no event shall the Trust be required to bear the expense of
establishing a new funding medium for any Contract. The Company
shall not be required by this Article to establish a new funding
medium for any Contract if an offer to do so has been declined by
vote of a majority of the Contract Owners materially adversely
affected by the irreconcilable material conflict.
7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are mended,
or Rule 6e-3 is adopted, to provide exemptive relief from any
provisions of the 1940 Act or the rules promulgated thereunder
with respect to mixed and shared funding on terms and conditions
materially different from those contained in the Exemptive Order,
then (a) the Trust and/or the Company, as appropriate, shall take
such steps as may be necessary to comply with Rules 6e-2 and
6e-3(T), as amended, or Rule 6e-3, as adopted, as applicable, to
the extent such rules are applicable, and (b) Sections 7.2 through
7.5 of this Agreement shall continue in effect only to the extent
that terms and conditions substantially identical to such Sections
are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification by the Company. The Company shall indemnify and
hold harmless the Trust, the Distributor and each person who
controls or is affiliated with the Trust or the Distributor within
the meaning of such terms under the 1933 Act or 1940 Act (but not
any Participating Insurance Companies or Qualified Plans) and any
officer, trustee, director, employee or agent of the foregoing,
against any and all losses, claims, damages or liabilities, joint
or several (including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim
asserted), to which they or any of them may become subject under
any statute or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the Contracts Registration Statement, Contracts Prospectus,
sales literature or other promotional material for the
Contracts or the Contracts themselves (or any amendment or
supplement to 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 in
light of the circumstances in which they were made; provided
that this obligation to indemnify shall not apply if such
statement or omission or such alleged statement or alleged
omission was made in reliance upon and in conformity with
information furnished in writing to the Company by the Trust
or the Distributor for use in the Contracts Registration
Statement, Contracts Prospectus or in the Contracts or sales
literature or promotional material for the Contracts (or any
amendment or supplement to any of the foregoing) or
otherwise for use in connection with the sale of the
Contracts or Trust shares; or
(b) arise out of any untrue statement or alleged untrue
statement of a material fact contained in the Trust
Registration statement, Trust Prospectus or sales literature
or other promotional material of the Trust (or any amendment
or supplement to any of the foregoing), or the omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements,
therein not misleading in light of the circumstances in
which they were made, if such statement or omission was made
in reliance upon and in conformity with information
furnished to the Trust in writing by or on behalf of the
Company; or
(c) arise out of or are based upon any wrongful conduct of the
Company or persons under its control (or subject to its
authorization) with respect to the sale or distribution of
the Contracts or Trust shares; or
(d) arise as a result of any failure by the Company or persons
under its control (or subject to its authorization) to
provide services, furnish materials or make payments as
required under this Agreement; or
(e) arise out of any material breach by the Company or persons
under its control (or subject to its authorization) of this
Agreement, including but not limited to any breach of any
warranties contained in Article III hereof and any failure
to transmit a request for redemption or purchase of Trust
shares on a timely basis in accordance with the procedures
set forth in Article II.
This indemnification will be in addition to any liability that the Company may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.2.Indemnification by the Trust. The Trust shall indemnify and hold
harmless the Company and each person who controls or is affiliated
with the Company within the meaning of such terms under the 1933 Act
or 1940 Act and any officer, director, employee or agent of the of
the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative, legal and
other expenses reasonably incurred in connection with, and any
amounts paid in settlement of, any action, suit or proceeding or any
claim asserted), to which they or any of them may become subject
under any statute or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the Trust Registration Statement, Trust Prospectus or sales
literature or other promotional material of the Trust (or
any amendment or supplement to 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 in light of the circumstances in which they
were made; provided that this obligation to indemnify shall
not apply if such statement or omission or alleged statement
or alleged omission was made in reliance upon and in
conformity with information furnished in writing by the
Company to the Trust for use in the Trust Registration
Statement, Trust Prospectus or sales literature or
promotional material for the Trust (or any amendment or
supplement to any of the foregoing) or otherwise for use in
connection with the sale of the Contracts or Trust shares;
or
(b) arise out of any untrue statement or alleged untrue
statement of a material fact contained in the Contracts
Registration Statement, Contracts Prospectus or sales
literature or other promotional material for the Contracts
(or any amendment or supplement to any of the foregoing), or
the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading in light of the
circumstances in which they were made, if such statement or
omission was made in reliance upon information furnished in
writing by the Trust to the Company; or
(c) arise out of or are based upon wrongful conduct of the Trust
or persons under its control (or subject to its
authorization) with respect to the sale of Trust shares; or
(d) arise as a result of any failure by the Trust or persons
under its control (or subject to its authorization) to
provide services, furnish materials or make payments as
required under the terms of this Agreement; or
(e) arise out of any material breach by the Trust or persons
under its control (or subject to its authorization) of this
Agreement (including any breach of Section 6.1 of this
Agreement and any warranties contained in Article III
hereof).
This indemnification will be in addition to any liability that the Trust may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.3.Indemnification by the Distributor. The Distributor shall indemnify
and hold harmless the Company and each person who controls or is
affiliated with the Company within the meaning of such terms under
the 1933 Act or 1940 Act and any officer, director, employee or agent
of the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative, legal and
other expenses reasonably incurred in connection with, and any
amounts paid in settlement of, any action, suit or proceeding or any
claim asserted), to which they or any of them may become subject
under any statute or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Trust
Registration Statement, Trust Prospectus or sales literature
or other promotional material of the Trust (or any amendment
or supplement to 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 in
light of the circumstances in which they were made; provided
that this obligation to indemnify shall not apply if such
statement or omission or alleged statement or alleged omission
was made in reliance upon and in conformity with information
furnished in writing by the Company to the Trust for use in
the Trust Registration Statement, Trust Prospectus or sales
literature or promotion material for the Trust (or any
amendment or supplement to any of the foregoing) or otherwise
for use in connection with the sale of the Contracts or Trust
shares; or
(b) arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Contracts Registration
Statement, Contracts Prospectus or sales literature or other
promotional material for the Contracts (or any amendment or
supplement to any of the foregoing), or the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading in light of the circumstances in which they
were made, if such statement or omission was made in reliance
upon information furnished in writing by the Distributor to
the Company; or
(c) arise out of or are based upon wrongful conduct of the
Distributor or persons under its control (or subject to it
authorization) with respect to the sale of Trust shares; or
(d) arise as a result of any failure by the Distributor or persons
under its control (or subject to its authorization) to provide
services, furnish materials or make payments as required under
the terms of this Agreement; or
(e) arise out of any material breach by the Trust or persons under
its control (or subject to its authorization) of this
Agreement (including any breach of Section 6.1 of this
Agreement and any warranties contained in Article III hereof).
This indemnification will be in addition to any liability that the Distributor
may otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.4.Indemnification Procedures. After receipt by a party entitled to
indemnification ("indemnified party") under this Article VIII of
notice of the commencement of any action, if a claim in respect
thereof is to be made by the indemnified party against any person
obligated to provide indemnification under this Article VIII
("indemnifying party"), such indemnified party will notify the
indemnifying party in writing of the commencement thereof as soon as
practicable thereafter, provided that the omission to so notify the
indemnifying party will not relieve it from any liability under this
Article VIII, except to the extent that the omission results in a
failure of actual notice to the indemnifying party and such
indemnifying party is damaged solely as a result of the failure to
give such notice. The indemnifying party, upon the request of the
indemnified party, shall retain counsel reasonably satisfactory to
the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between
them. The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent (which will
not be unreasonably withheld) but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party
agrees to indemnify the indemnified party from and against any loss
or liability by reason of such settlement or judgment.
A successor by law of the parties to this Agreement shall be entitled
to the benefits of the indemnification contained in this Article
VIII. The indemnification provisions contained in this article VIII
shall survive any termination of this Agreement.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to the
principles of conflicts of laws.
9.2. This Agreement shall be subject to the provisions of the 1933 Act,
1940 Act and Securities Exchange Act of 1934, as amended, 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 limited, interpreted and
construed in accordance therewith.
ARTICLE X. Termination
10.1. Termination of Agreement. This Agreement shall not terminate until
the Trust is dissolved, liquidated, or merged into another entity,
or, as to any Series of the Trust, the Account no longer invests in
that Series and the Company has confirmed in writing to the Trust
that it no longer intends to invest in such Series. However,
certain obligations of, or restrictions on, the parties to this
Agreement may terminate as provided in Sections 10.2 and 10.4 and
the Company may be required to redeem shares pursuant to Section
10.3 or in the circumstances contemplated by Article VII.
10.2. Termination of Offering of Trust Shares. The obligation of the
Trust to make Series shares available through the Distributor to
the Company for purchase pursuant to Article II of this Agreement
shall terminate at the option of the Trust upon written notice to
the Company as provided below:
(a) upon institution of formal proceedings against the Company
by the NASD, the SEC, the insurance commission of any state
or any other regulatory body regarding the Company's duties
under this Agreement or related to the sale of the
Contracts, the operation of the Account, the administration
of the Contracts or the purchase of Trust shares, or an
expected or anticipated ruling, judgment or outcome which
would, in the Trust's reasonable judgment exercised in good
faith, materially impair the Company's ability to meet and
perform the Company's obligations and duties hereunder, such
termination effective upon 30 days prior written notice;
(b) in the event any of the Contracts are not registered, issued
or sold in accordance with applicable Federal and/or state
law, such termination effective upon 15 days prior written
notice;
(c) if the Trust or the Distributor shall determine, in their
sole judgment exercised in good faith, that either (1) the
Company shall have suffered a material adverse change in its
business or financial condition or (2) the Company shall
have been the subject of material adverse publicity which is
likely to have a material adverse impact upon the business
and operations of either the Trust or the Distributor, such
termination effective upon 30 days prior written notice;
(d) upon the Company's assignment of this Agreement (including,
without limitation, any transfer of the Contracts or the
Account to another insurance company pursuant to an
assumption reinsurance agreement) unless the Trust consents
thereto, such termination effective upon 30 days prior
written notice;
(e) if the Company is in material breach of any provision of
this Agreement, which breach has not been cured to the
satisfaction of the Trust within 10 days after written
notice of such breach has been delivered to the Company; or
(f)upon termination pursuant to Section 10.1 or notice from the
Company pursuant to Section 10.3, such termination hereunder
effective upon 5 days prior written notice.
Notwithstanding an exercise of its option to terminate its obligation to make
Shares available through the Distributor to the Company, the Trust shall
continue to make Trust shares available through the Distributor to the extent
necessary to permit owners of Contracts in effect on the effective date of such
termination (hereinafter referred to as "Existing Contracts") to reallocate
investments in the Trust, redeem investments in the Trust and/or invest in the
Trust upon the making of additional purchase payments under the Existing
Contracts, unless the Trust exercised its option to terminate because of
circumstances involving the Existing Contracts (or a class thereof). In that
case, the Trust shall promptly notify the Company whether the Trust is electing
to make Trust shares available through the Distributor after termination for the
Noncomplying Contracts (or a class thereof) responsible for such termination
(the "Noncomplying Contracts"). In determining whether to make Shares available
through the Distributor for the Noncomplying contracts (or a class thereof), the
Trust shall act in good faith giving due consideration to the interests of
owners of the Noncomplying Contracts (or a class thereof).
10.3. As to the Company. The Company may elect to cease investing in the
Trust, promoting the Trust as an investment option under the
Contracts, or withdraw its investment in the Trust, subject to
compliance with applicable law, upon written notice to the Trust
within 30 days of the occurrence of any of the following events:
(a) if shares of any Series are not reasonably available to meet
the requirements of the Contracts as determined by the
Company, and the Trust, after receiving written notice from
the Company of such non-availability, fails to make
available a sufficient number of Trust shares to meet the
requirements of the Contracts within 10 days after receipt
thereof;
(b) upon institution of formal proceedings against the Trust,
the Distributor or the Adviser by the NASD, the SEC or any
state securities or insurance commission or any other
regulatory body;
(c) if, with respect to the Trust or a Series, the Trust or the
Series ceases to qualify as a Regulated Investment Company
under Subchapter M of the Code, or under any successor or
similar provision, or if the Company reasonably believes
that the Trust may fail to so qualify, and the Trust, upon
written request, fails to provide reasonable assurance that
it will take action to cure or correct such failure;
(d) if any Series of the Trust in which the Account invests
fails to meet the diversification requirements specified in
Section 817(h) of the code and any regulations thereunder
and the Trust, upon written request, fails to provide
reasonable assurance that it will take action to cure or
correct such failure;
(e) if the Trust informs the Company pursuant to Section 4.4
that the Trust will not comply with investment restrictions
as requested by the Company and the Trust and the Company
are unable to agree upon any reasonable alternative
accommodations;
(f) if the Trust or Distributor is in material breach of a
provision of this Agreement, which breach has not been cured
to the satisfaction of the Company within 10 days after
written notice of such breach has been delivered to the
Trust or the Distributor, as the case may be; or
(g) if the Company shall determine, in their sole judgment
exercised in good faith, that either (1) the Trust or
Distributor shall have suffered a material adverse change in
their business or financial condition or (2) the Trust or
Distributor shall have been the subject of material adverse
publicity which is likely to have a material adverse impact
upon the business and operations of the Company, such
termination effective upon 30 days prior written notice;
(h) if, the Company in its sole discretion determines that
investment by the Account in Trust shares is no longer
appropriate, and then only upon at least 60 days prior
written notice to the Trust and the Distributor.
In the event the Company elects to cease investing in the Trust in accordance
with any of the above provisions, all such costs related to cessation of
investment activities and substitution of Trust shares of other Trusts incurred
by the Company shall be borne by the Trust and Distributor. Such costs may
include, but not be limited to, legal expenses, filing fees, mailing costs, and
reprinting of prospectuses and advertising material.
00.0.Xxxxxxx Required to Redeem. The parties understand and
acknowledge that it is essential for compliance with Section
817(h) of the Code that the Contracts qualify as annuity
contracts or life insurance policies, as applicable, under the
Code. Accordingly, if any of the Contracts cease to qualify as
annuity contracts or life insurance policies, as applicable,
under the Code, or if the Trust reasonably believes that any such
Contracts may fail to so qualify, the Trust shall have the right
to require the Company to redeem Shares attributable to such
Contracts upon notice to the Company and the Company shall so
redeem such Shares in order to ensure that the Trust complies
with the provisions of Section 817(h) of the code applicable to
ownership of Trust Shares. Notice to the Company shall specify
the period of time the Company has to redeem the Shares or to
make other arrangements satisfactory to the Trust and its
counsel, such period of time to be determined with reference to
the requirements of Section 817(h) of the Code. In addition, the
Company may be required to redeem Shares pursuant to action taken
or request made by the Trust Board in accordance with the
Exemptive Order described in Article VII or any conditions or
undertakings set forth or referenced therein, or other SEC rule,
regulation or order that may be adopted after the date hereof.
The Company agrees to redeem Shares in the circumstances
described herein and to comply with applicable terms and
provisions.
ARTICLE XI Applicability to New Accounts and New Contracts
The parties to this Agreement may amend the schedules to this Agreement
from time to time to reflect, as appropriate, changes in or relating to the
Contracts, or Series or funding vehicles thereof, additions of new classes of
Contracts to be issued by the Company and separate accounts therefor investing
in the Trust. The provisions of this Agreement shall be equally applicable to
each such class of Contracts, Series and Accounts, effective as of the date of
amendment of such Schedule, unless the context otherwise requires.
ARTICLE XII Notice, Request or Consent
Any notice, request or consent to be provided pursuant to this
Agreement is to be made in writing and shall be given:
If to the Trust:
Xxxx Xxxxx
President
STI Classic Variable Trust
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000-0000
If to the Distributor:
Xxxxxx X. X'Xxxxxxx
Vice President & Assistant Secretary
SEI Investments Distribution Company
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000-0000
If to the Company:
Xxxxxxx X. Xxxxxxx
Vice President and Assistant General Counsel
Lincoln Benefit Life Company
000 Xxxxx 00xx Xxxxxx
Xxxxxxx, XX 00000-0000
or at such other address as such party may from time to time specify in writing
to the other party. Each such notice, request or consent to a party shall be
sent by registered or certified United States mail with return receipt requested
or by overnight delivery with a nationally recognized courier, and shall be
effective upon receipt.
ARTICLE XIII Miscellaneous
13.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
13.2. The Agreement may be executed simultaneously in two or more
counterparts, each of which together shall constitute one and the same
instrument.
13.3. 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.
13.4. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled
to under state and federal laws.
13.5. The subject to the requirements of legal process and regulatory
authority, the Trust shall treat as confidential the names and
addresses of the Contract Owners and all information reasonably
identified as confidential in writing by the Company and except as
permitted by this Agreement, shall not disclose, disseminate or utilize
such names and addresses and other confidential information without the
express written consent of the Company until such time as it may come
into the public domain. The provisions of this Section 13.5 shall
survive any termination of this Agreement.
13.6. This Agreement or any of the rights and obligations hereunder may not
be assigned by the Company, the Distributor or the Trust without the
prior written consent of the other party.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and behalf by its duly authorized officer
on the date specified below.
STI CLASSIC VARIABLE TRUST
(Trust)
Date: By:
------------------- -------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President & Assistant Secretary
SEI INVESTMENTS DISTRIBUTION COMPANY
(Distributor)
Date: By:
------------------- -------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President & General Counsel
LINCOLN BENEFIT LIFE COMPANY
Date: By:
------------------- -------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
Schedule 1
Accounts of the Company
Investing in the Trust
Effective as of the date the Agreements was executed, the following separate
accounts of the Company are subject to the Agreement:
=========================== ========================== ========================== ==========================
Name of Account and Date Established by SEC 1940 Act Type of Product
Subaccounts Board of Directors of Registration Number Supported by Account
the Company
=========================== ========================== ========================== ==========================
Lincoln Benefit Life 811-7924 Flexible Premium
Variable Annuity Account Deferred Variable
Annuity Contracts
Effective as of the following Separate Accounts of the Company are hereby added
to this schedule 1 and made subject to the Agreement.
=========================== ========================== ========================== ==========================
Name of Account and Date Established by SEC 1940 Act Type of Product
Subaccounts Board of Directors of Registration Number Supported by the Account
the Company
=========================== ========================== ========================== ==========================
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 1 in accordance with Article XI of the Agreement.
-------------------------------- -----------------------------------
STI Classic Variable Trust Lincoln Benefit Life Company
--------------------------------
SEI Investments Distribution Company
Schedule 2
Classes of Contracts
Supported by Separate Accounts
Listed on Schedule 1
Effective as of the date the Agreement was executed, the following classes of
Contracts are subject to the Agreement:
=========================== ========================== ========================== ==========================
Policy Marketing Name SEC 1933 Act Name of Supporting Annuity or Life
Registration Number Account
=========================== ========================== ========================== ==========================
Lincoln Benefit Life 333-50545 Lincoln Benefit Life Annuity
Consultant I VA Variable Annuity Acct
--------------------------- -------------------------- -------------------------- --------------------------
Lincoln Benefit Life 333-50737 Lincoln Benefit Life Annuity
Consultant II VA Variable Annuity Acct
Effective as of [ ], the following classes of Contracts are hereby added to this
Schedule 2 and made subject to the Agreement:
=========================== ========================== ========================== ==========================
Policy Marketing Name SEC 1933 Act Name of Supporting Annuity or Life
Registration Number Account
=========================== ========================== ========================== ==========================
--------------------------- -------------------------- -------------------------- --------------------------
--------------------------- -------------------------- -------------------------- --------------------------
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 2 in accordance with Article XI of the Agreement.
-------------------------------- -----------------------------------
STI Classic Variable Trust Lincoln Benefit Life Company
--------------------------------
SEI Investments Distribution Company
Schedule 3
Trust Series and Other Funding
Vehicles Available Under
Each Class of Contracts
Effective as of the date the Agreement was executed, the following Trust Series
and other Funding Vehicles are available under the Contracts:
==================================== =================================== ===================================
Contracts Marketing Name Trust Series Other Funding Vehicles
==================================== =================================== ===================================
Consultant I VA Capital Growth Fund
Value Income Stock Fund
International Fund
------------------------------------ ----------------------------------- -----------------------------------
Consultant II VA Capital Growth Fund
Value Income Stock Fund
International Fund
------------------------------------ ----------------------------------- -----------------------------------
Effective as of [ ], this Schedule 3 is hereby amended to reflect the following
changes in Trust Series and other funding vehicles:
==================================== =================================== ===================================
Contracts Marketing Name Trust Series Other Funding Vehicles
==================================== =================================== ===================================
None
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 3 in accordance with Article XI of the Agreement.
---------------------------------- -----------------------------------
STI Classic Variable Trust Lincoln Benefit Life Company
----------------------------------
SEI Investments Distribution Company
Schedule 4
Investment Restrictions
Applicable to the Trust
Effective as of the date the Agreement was executed, the following investment
restrictions are applicable to the Trust:
- California diversification guidelines for foreign country
investments by a portfolio of a separate account
- California borrowing guideline limits applicable to a portfolio
of a separate account
Effective as of [ ], this Schedule 4 is hereby amended to reflect the
following changes:
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 4 in accordance with Article XI of the Agreement.
---------------------------------- -----------------------------------
STI Classic Variable Trust Lincoln Benefit Life Company
----------------------------------
SEI Investments Distribution Company
