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EXHIBIT 8.1
FORM OF FUND PARTICIPATION AGREEMENT
Zurich Life Insurance Company of America (the "Company") and Lexington
Natural Resources Trust ("Lexington Fund" or the "Fund") and its investment
adviser, Lexington Management Corporation ("LMC") hereby agree to an
arrangement whereby shares of the Fund shall be made available to serve as
underlying investment media for Variable Annuity Contracts ("Contracts") to be
issued by the Company, subject to the following provisions:
1. Establishment of Accounts: Availability of Funds.
(a) The Company represents that it has established variable
annuity accounts and variable life accounts (the "Accounts"),
each of which is a separate account under Illinois Insurance
law, and has registered each of the Accounts as a unit
investment trust under the Investment Company Act of 1940 (the
"1940") 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 or more specified open-end companies available
through that account as underlying investment media.
Selection of a particular fund and changes therein from time
to time are made by the Contract owner, as applicable under a
particular Contract.
(b) Lexington Fund and LMC represent and warrant that the
investments of the Fund will at all times be adequately
diversified within the meaning of Section 817(h) of the
Internal Revenue Service Code of 1986, as amended (the
"Code"), and the Regulations thereunder, and that at all times
while the Accounts are invested in the Fund all beneficial
interests will be owned by one or more insurance companies or
by any other party permitted under Section 1.817-5(f)(3) of
the Regulations promulgated under the Code.
2. Marketing and Promotion.
The Fund agrees to provide the Company with monthly and/or quarterly
performance information and such other information as the parties deem
appropriate for the promotion of the Fund within five (5) days of the end of
each month for monthly information and within (10) days of the end of each
calendar quarter for quarterly information.
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3. Pricing Information; Orders; Settlement
(a) Lexington Fund will make 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. 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 serves as underlying investment
media.
(b) Lexington 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"). The
Company will send via facsimile transmission to Lexington Fund
or its specified agent orders to purchase and/or redeem Fund
shares by 10:00 a.m., Eastern Time the following business day.
Payment for net purchases will be wired by the Company to a
custodial account designated by Lexington Fund to coincide
with the order for shares of the Fund not later than 12 noon,
Eastern Time on the day of the transaction.
(c) Orders from Contract owners or Participants received by the
Company and sent by the Company prior to the close of the
Exchange on any given business day via facsimile transmission
to Lexington Fund or its specified agent by 10:00 a.m.,
Eastern Time, the following business day will be executed by
Lexington Fund at the net asset value determined as of the
close of the Exchange on such prior business day. Any orders
received by the Company after the close of the Exchange on
such prior business day (or not meeting the foregoing
sentence's requirements) will be executed by Lexington 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.
(d) Payments for net redemptions of shares of the Fund will be
wired by Lexington Fund from the Lexington Fund custodial
account to an account designated by the Company not later than
12 noon, Eastern Time on the day of the transaction.
(e) 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. 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 account whole shall be
borne by the party providing the incorrect information.
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(f) LMC shall provide the Company within fifteen (15) business
days after the end of each calendar quarter a letter from a
Fund officer or compliance officer certifying to the continued
accuracy of the representations contained in Item 1 (b) above
and attaching a detailed listing of the individual securities
and other assets, if any, held by the Fund as of the end of
such calendar quarter.
(g) LMC agrees to provide the Company within ten (10) business
days after the end of each month a monthly statement of
account confirming all transactions made during the month.
4. Expenses.
(a) Except as otherwise provided in this Agreement, all expenses
incident to the performance by Lexington Fund under this
Agreement shall be paid by Lexington Fund including the cost
of registration of Lexington Fund shares with the Securities
and Exchange Commission (the "SEC") and in states where
required.
(b) Lexington Fund shall distribute to the Company its proxy
material, periodic fund reports to shareholders and other
material that are required by law to be sent to Contract
owners. In addition, Lexington Fund shall provide the
Company with a sufficient quantity of its prospectuses to be
used in connection with the offerings and transaction
contemplated by this Agreement. Subject to subsection (c)
below, the cost of preparing and printing such materials shall
be paid by Lexington Fund, and the cost of distributing such
materials shall be paid by the Company. However, if Lexington
Fund makes changes to its prospectus for its own benefit or
the benefit of someone other than the Company resulting in the
need to print and distribute one or more supplements to
contract holders, all costs associated with printing and
distributing any such supplement shall be borne by Lexington
Fund. In addition, Lexington Fund and LMC agree that to the
extent the Fund decides in the future to finance distribution
expenses pursuant to Rule 12b-1 of the 1940 Act, the Fund will
undertake to have the board of directors, a majority of whom
are not interested persons of the Fund, formulate and approve
any plan under Rule 12b-1 to finance distribution expenses.
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(c) In lieu of Lexington Fund's providing printed copies of
prospectuses and periodic fund reports to shareholder, the
Company shall have the right to request that Lexington Fund
provide a copy of such materials in an electronic format,
which the Company may use to have such materials printed
together with similar materials of other Account funding media
that the Company or any distributor will distribute to
existing or prospective Contract owners or participants. In
that event Lexington Fund shall reimburse the Company for the
same proportion of the total printing expense for such
materials as the number of pages in each such printed
document provided by Lexington Fund bears to the total number
of pages in such printed document.
5. Representations.
(a) The Company agrees that it and its agents shall not, without
the written consent of Lexington Fund, make representations
concerning Lexington Fund or its shares except those contained
in the then current prospectuses and in current printed sales
literature of Lexington Fund.
(b) The Company represents and warrants that interests in
Contracts are or will be registered under the Securities Act
of 1933 ("1933 Act") or are exempt from registration
thereunder; that the Contracts will be issued and sold in
compliance in all material respects with all applicable
federal and state laws and that the sale of the Contracts
shall comply in all material respects with state insurance
suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and
validly established each Account prior to any issuance or
sale thereof as a segregated asset account and that each
Account is or will be registered as a unit investment trust
in accordance with the provisions of the 1940 Act to serve as
a segregated investment account for the Contracts or is exempt
from registration thereunder.
(c) The Company represents that the Contracts are currently
treated as annuity contracts under applicable provisions of
the Code and that it will make every effort to maintain such
treatment and that it will notify Lexington Fund and LMC
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.
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(d) The Company represents and warrants that all of its directors,
officers and employees, if any, dealing with the money and/or
securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage
for the benefit of the Fund in an amount not less than $2
million. The aforesaid bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable
bonding company.
(e) LMC and Lexington Fund make no representation as to whether
any aspect of the Fund's operations (including, but not
limited to, fees and expenses and investment policies)
complies with the insurance laws or regulations of the
various states.
(f) The Lexington Fund represents that it will sell and distribute
Fund's shares in accordance with any applicable federal and
state securities laws, including without limitation, the 1933
Act, the Securities Exchange Act of 1934, and the 1940 Act.
(g) Lexington Fund represents it is currently qualified as a
regulated investment company under Subchapter M of the Code
and that it will maintain such qualification (under Subchapter
M or any successor or similar provision) and that it will
notify the Company immediately upon having a reasonable basis
for believing that it ceased to so qualify or might not so
qualify in the future. Lexington Fund and LMC acknowledge
that any failure to qualify as a regulated investment company
under Subchapter M of the Code would constitute a breach of
its representation and warranty under item 1 (b) of this
Agreement.
(h) LMC and Lexington Fund represent and warrant that the Funds'
shares sold pursuant to this Agreement shall be registered
under the 1933 Act, duly authorized for issuance and sold in
compliance with the laws of the State of Illinois and all
applicable federal and state securities laws and that the Fund
are and shall remain registered under the 0000 Xxx. The Fund
shall amend the registration statement for its shares under
the 1933 Act and 1940 Act from time to time as required in
order to effect the continuous offering of its shares. The
Fund shall also register and qualify its shares for sale in
accordance with the laws of the various states only if and to
the extent deemed advisable by the Fund or LMC.
(i) Lexington Fund represents that it is lawfully organized and
validly existing under the laws of its state of domicile and
that it is and will comply in all material respects with the
1940 Act.
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(j) LMC and Lexington Fund represent and warrant that LMC is duly
organized under its state of domicile, and is and shall
remain duly registered in all material respects under any
applicable federal and state securities laws, and further
that LMC shall perform its obligations for the Fund in
compliance in all material respects with applicable federal
and state securities laws.
(k) LMC and Lexington Fund represent and warrant that all of their
respective directors, officers, and employees dealing with
the money and/or securities of the Fund are and shall continue
to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not
less than the minimal coverage as required currently by Rule
17g-(1) of the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid bond shall
include coverage for larceny and embezzlement and shall be
issued by a reputable bonding company.
6. Administration of Accounts.
(a) Administrative services to Contract owners shall be the
responsibility of the Company and shall not be the
responsibility of Lexington Fund or LMC. LMC recognizes the
Company as the sole shareholder of fund shares issued under
this Agreement. From time to time, LMC may pay amounts from
its past profits to the Company for providing certain
administrative services for the Fund or for providing other
services that relate to the Fund. In consideration of the
savings resulting from such arrangement, and to compensate the
Company for its costs, LMC agrees to pay to the Company an
amount equal to 25 basis points (0.25%) per annum of the
average aggregate amount invested by the Company in the Fund
under this Agreement. Payment of such amounts by LMC will
not increase the fees paid by the Fund or its shareholders.
(b) The parties agree that LMC's payments to the Company are for
administrative services only and do not constitute payment in
any manner for investment advisory services or for costs of
distribution.
(c) For the purposes of computing the administrative fee
reimbursement contemplated by this Section 6, the average
aggregate amount invested by the Company over a one month
period shall be computed by totaling the Company's aggregate
investment (share net asset value multiplied by total number
of shares held by the Company) on each business day during the
month and dividing by the total number of business days during
each month.
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(d) LMC will calculate the reimbursement of administrative
expenses at the end of each calendar quarter and will make
such reimbursement to the Company within 30 days thereafter.
The reimbursement check will be accompanied by a statement
showing the calculation of the monthly amounts payable by LMC
and such other supporting data as may be reasonably requested
by the Company.
7. Termination.
This agreement shall terminate as to the sale and issuance of new Contracts:
(a) at the option of either the Company or Lexington Fund, upon
three months advance written notice to the other;
(b) at the option of the Company, upon one week advance written
notice to Lexington Fund, if Lexington Fund shares are not
available for any reason to meet the requirement of Contracts
as determined by the Company.
(c) at the option of either the Company or Lexington Fund,
immediately upon institution of formal proceedings against
the broker-dealer or broker-dealers marketing the Contracts,
the Account, the Company, Lexington Fund, or LMC by the
National Association of Securities Dealers, Inc. (the "NASD"),
Securities and Exchange Commission (the "SEC") or any other
regulatory body;
(d) upon the requisite vote of Contract owners having an interest
in the Fund, 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 Lexington Fund of any proposed vote to
replace the Fund's shares;
(e) upon assignment of the Agreement, unless made with the written
consent of all other parties hereto:
(f) if the Fund's shares are not registered, issued or sold in
conformance with Federal law or such law precludes the use of
Fund's shares as an underlying investment medium for Contracts
issued or to be issued by the Company. Prompt notice shall
be given by either party should such situation occur.
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(g) If the need for substitution of the shares of another
investment company, pursuant to Section 20(b) of the 1940
Act, arises out of the Fund's failure to be registered, issued
or sold in conformance with federal law or such law precludes
the use of the Fund as an underlying investment medium of
contracts issued or to be issued by the Company, the expenses
of obtaining such order shall be reimbursed by the Lexington
Fund or LMC. Lexington Fund and LMC shall cooperate with the
company in connection with such application.
8. Continuation of Agreement.
Termination as the result of any cause listed in Section 7 shall not affect
Lexington 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's shares is proscribed by law or the SEC or other
regulatory body.
9. 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 Lexington Fund or LMC for
review before such material is submitted to any regulatory
body for review.
(b) Lexington Fund will provide to the Company at least one
complete copy of all registration statements, prospectuses,
statements of additional information, annual and semiannual
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. The Company will provide to Lexington Fund 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 each Account
promptly after the filing of such document with the SEC or
other regulatory authority.
10. Proxy Voting.
(a) The Company shall provide pass-through voting privileges on
Fund's shares to all Contract owners to the extent the SEC
continues to interpret the 1940 Act as requiring such
privileges. If shares are held in any other separate account
not required to be registered under the 1940 Act, those shares
will be voted in the Company's sole discretion.
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(b) The Company will distribute to Contract owners and
participants, as appropriate, all proxy material furnished by
Lexington Fund and will vote Fund's shares in accordance with
instructions received from Contract owners. The Company,
with respect to each 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.
11. Indemnification.
(a) The Company agrees to indemnify and hold harmless Lexington
Fund, LMC, and each of its directors, trustees, officers,
employees, agents and each person, if any, who controls the
Fund or its investment adviser 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 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 adviser, 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 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. This indemnity agreement will
be in addition to any liability which the Company may
otherwise have.
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(b) The Company shall not be liable under this Section 11. to
Lexington Fund, LMC or other parties covered under Section 11.
(a) with respect to any losses, claims, damages or liabilities
(or actions in respect thereof) incurred or assessed against
any such party (including Lexington Fund and LMC) as such may
arise from such party's willful misfeasance, bad faith, or
negligence in the performance of such party's duties or by
reason of such party's reckless disregard of obligations or
duties under this Agreement.
(c) Lexington Fund and LMC 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 necessary to make the statements
therein not misleading. Lexington 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 LMC and Lexington Fund will not be liable in any such
case to the extent that any such loss, claim, damage or
liability rises out of or is based upon a Registration
Statement or prospectuses which are in conformity with written
materials furnished to Lexington Fund by the Company
specifically for use therein. This indemnity agreement will
be in addition to any liability which Lexington Fund of LMC
may otherwise have.
(d) Lexington Fund and LMC 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 the breach of any
representation or warranty in this Agreement by Lexington Fund
or LMC including but not limited to a failure of the Fund to
qualify under Subchapter M or a finding or claim that the
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Funds are not adequately diversified within the meaning of
Section 817(h) of the Code and/or that while this agreement is
in effect, all beneficial interests will be owned by one or
more insurance companies or by any other party permitted under
Section 1.817-5 (f)(3) of the Regulations promulgated under
the Code.
(e) Lexington Fund and LMC shall not be liable under this Section
11. to the Company or other parties covered under Section
11.(c) with respect to any losses, claims, damages or
liabilities (or actions in respect thereof) incurred or
assessed against any such party (including the Company) as
such may arise from such party's willful misfeasance, bad
faith, or negligence in the performance of such party's duties
or by reason of such party's reckless disregard of obligations
or duties under this Agreement.
(f) 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 11. 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
of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified
party under this Section 11 for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of
investigation.
12. Potential Conflicts.
(a) The Company has received a copy of an application for
exemptive relief, as amended, filed by Lexington Fund on
March 21, 1994, with the SEC and the order issued by the SEC
in response thereto (the "Shared Funding Exemptive Order").
The Company has reviewed the conditions to the requested
relief set forth in such application for exemptive relief. As
set forth in such application, the Board of Directors of Fund
(the "Board") will monitor the
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Fund for the existence of any material irreconcilable conflict
between the interests of the contract holders of all separate
accounts ("Participating Companies") investing in the Fund.
An irreconcilable material conflict may arise for a variety of
reasons, including: (i) an action by any state insurance
regulatory authority; (ii) a change in applicable federal or
state insurance, tax, or securities laws or regulations, or a
public ruling, private letter ruling, no-action or
interpretative letter, or any similar actions by insurance,
tax or securities regulatory authorities; (iii) an
administrative or judicial decision in any relevant
proceeding; (iv) the manner in which the investments of any
portfolio are being managed; (v) a difference in voting
instructions given by variable annuity contract holders and
variable life insurance contract holders; or (vi) a decision
by an insurer to disregard the voting instruction of contract
holders. The Board shall promptly inform the Company if it
determines that an irreconcilable material conflict exists and
the implications thereof.
(b) The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the
Board in carrying out its responsibilities under the Shared
Funding Exemptive Order by providing the Board with all
information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Board whenever
contract holder voting instructions are disregarded.
(c) If a majority of the Board, or a majority of its disinterested
Board members, determines that a material irreconcilable
conflict exists with regard to contract holder investments in
the Fund, the Board shall give prompt notice to all
Participating Companies. If the Lexington Fund or LMC is
responsible for causing or creating said conflict, the Company
shall at its sole cost and expense, and to the extent
reasonably practicable (as determined by a majority of the
disinterested Board members), take such action as is necessary
to remedy or eliminate the irreconcilable material conflict.
If the Board determines that the Company is responsible for
causing or creating said conflict, the Company shall at its
sole cost and expense, and to the extent reasonably
practicable (as determined by a majority of the disinterested
Board members), 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:
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(i) withdrawing the assets allocable to the Account from
the Fund 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 holders and as
appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners,
life insurance contract owners, or variable contract
owners of one or more Participating Companies) that
votes in favor of such segregation, or offering to
the affected contract holders the option of making
such a change; and/or
(ii) establishing a new registered management investment
company or managed separate account.
(d) If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard its contract holder
voting instructions and said decision represents a minority
position or would preclude a majority vote by all of its
contract holders having an interest in the Fund, the Company
at its sole cost, may be required, at the Board's election, to
withdraw an Account's investment in the Fund and terminate
this Agreement; provided, however, that such withdrawal and
termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.
(e) For the purpose of this Section 12, a majority of the
disinterested Board members shall determine whether or not
any proposed action adequately remedies any irreconcilable
material conflict, but in no event will Lexington Fund be
required to establish a new funding medium for any Contract.
The Company shall not be required by this Section 12 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 or participants materially adversely affected
by the irreconcilable material conflict.
13. 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.
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(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, 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:
Zurich Life Insurance Company of America
0 Xxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Attention: General Counsel
To Lexington Management Corporation:
Lexington Management Corporation
Park 00 Xxxx Xxxxx Xxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxxx
Senior Vice President & Secretary
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 New
Jersey.
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14. Limitation on Liability of Trustees/Directors, etc.
This Agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his/her capacity as an Officer of the Fund. The
obligations of this Agreement that pertain to the Fund shall only be binding
upon the assets and property of the Fund and shall not be binding upon any
individual trustee, director, officer or shareholder of the Fund. This
provision shall not affect the obligations or liabilities of LMC under this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of this 17th day of July, 1995.
ZURICH LIFE INSURANCE COMPANY OF LEXINGTON MANAGEMENT CORPORATION
AMERICA
BY: /s/ BY: /s/
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Name: Name:
Title: Title:
LEXINGTON NATURAL RESOURCES TRUST
BY: /s/
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Name:
Title:
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