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FORM OF
PARTICIPATION AGREEMENT
THIS AGREEMENT is made and entered into by and among FFP New Horizons Fund,
Inc., a Maryland corporation; FFP Securities, Inc., a Missouri corporation,
and First Variable Life Insurance Company, a ----- corporation, on its own
behalf and on behalf of its First Variable Annuity Fund A, First Variable
Annuity Fund E, First Variable Annuity Fund M and Separate Account VL,
effective as of the --- day of ----------, 1998.
WHEREAS, FFP New Horizons Fund, Inc. (Fund) is an open-end, diversified,
management investment company authorized to issue securities in series or
portfolios, each of which has its own distinct investment objectives and
policies; and
WHEREAS, FFP New Horizons Fund, Inc. has authorized the issuance of shares in
each of the six portfolios listed on Appendix I to this Agreement
(Portfolios); and
WHEREAS, FFP New Horizons Fund, Inc. is registering with the Securities and
Exchange Commission as an investment company under the Investment Company Act
of 1940 and is registering interests in each of its Portfolios with the
Securities and Exchange Commission under the Securities Act of 1933; and
WHEREAS, FFP New Horizons Fund, Inc. will offer its shares in the Portfolios
only to separate accounts of insurance companies for investments under
variable annuity contracts or variable life insurance policies issued by
those companies; and
WHEREAS, First Variable Life Insurance Company (First Variable) is authorized
to issue variable annuity contracts through its First Variable Annuity Fund
A, First Variable Annuity Fund E and First Variable Annuity Fund M, and to
issue variable life insurance policies through its Separate Account VL; and
WHEREAS, First Variable Life Insurance Company has registered its First
Variable Annuity Fund A, First Variable Annuity Fund E, First Variable
Annuity Fund M and Separate Account VL (First Variable Accounts) with the
Securities and Exchange Commission as investment companies under the
Investment Company Act of 1940 (1940 Act) and has registered interests in the
First Variable Accounts with the Commission under the Securities Act of 1933
(1933 Act); and
WHEREAS, FFP Securities, Inc. (FFP Securities) is registered as a
broker-dealer with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 and has entered into an agreement with FFP
New Horizons Fund, Inc. appointing it as principal underwriter for the
distribution of the shares of the Portfolios of the Fund; and
WHEREAS, First Variable Life Insurance Company, through the First Variable
Accounts would like to offer shares of the Portfolios of FFP New Horizons
Fund, Inc. as investment options under its variable annuity contracts and
variable life insurance policies;
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NOW THEREFORE, in consideration of the mutual agreements and promises
contained in this Agreement and other valuable consideration, FFP New
Horizons Fund, Inc., FFP Securities, Inc. and First Variable Life Insurance
Company on behalf of its First Variable Annuity Fund A, First Variable
Annuity Fund E, First Variable Annuity Fund M and Separate Account VL, agree
as follows:
I. SALE OF FUND SHARES; PRICING
A. PURCHASE AND SALE OF SHARES.
The Fund through its underwriter FFP Securities will make shares of the
Portfolios available to be purchased by First Variable for the First
Variable Accounts and will accept redemption orders from First Variable
for the First Variable Accounts on the following terms and conditions and
subject to the other provisions contained elsewhere in this Agreement:
Fund shares shall be purchased and redeemed in such quantity and at such
time as determined by First Variable under the terms of the variable
annuity contracts and variable life insurance policies (Contracts) through
which owners or holders of the Contracts (Contract Holders) may direct
investments in the Portfolios.
The Fund, FFP Securities or First Variable may refuse to sell shares of
any Portfolio through First Variable to any Owner, or may suspend or
terminate the offering of shares of any Portfolio, if such action is
required by law or by regulatory authorities having jurisdiction over
First Variable, the Fund, the Portfolio or FFP Securities; or if, in the
sole discretion of the Board of Directors of the Fund, acting in good
faith, such action is necessary and in the best interests of the
shareholders of such Portfolio.
The Fund will not sell its shares to any insurance company other than
First Variable, unless the right to do so is given in writing to the Fund
by First Variable.
B. APPOINTMENT OF AGENT.
FFP Securities hereby appoints First Variable as its agent for the limited
purpose of accepting purchase and redemption orders for Fund shares from
Contract Holders, subject to the following:
C. PRICING OF SHARES.
The price at which orders for purchase or redemption of shares sent to FFP
Securities by First Variable subject to the following:
Purchase or redemption orders received by First Variable as agent prior to
the close of the New York Stock Exchange on any day on which the New York
Stock Exchange is open for business (Business Day) will be executed by FFP
Securities at the net asset value determined as of the close of the New
York Stock Exchange on such Business Day; provided That FFP Securities
receives notice of such order by 9:00 a.m. eastern time on the following
Business Day.
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Any purchase or redemption orders received by First Variable as agent
after the close of the New York Stock Exchange on any given Business Day
will be executed by FFP Securities at the net asset value determined as of
the close of the New York Stock Exchange on the next Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange is
open for trading and on which the Fund calculates its net asset value
pursuant to the rules of the Commission.
Each notice of purchase or redemption orders by First Variable to FFP
Securities will constitute a representation that such orders were received
by First Variable prior to the close of regular trading on the New York
Stock Exchange on the Business Day on which the purchase or redemption
order is priced in accordance with Rule 22c-1 under the 1940 Act.
The Fund will use its best efforts to provide to First Variable closing
net asset value, dividend and capital gain information determined for the
Portfolios at the close of trading each Business Day no later than 7:00
p.m. eastern time.
D. REPRESENTATIONS
First Variable shall not, without the written consent of FFP Securities,
in the then current prospectus and in current printed sales literature
approved by FFP Securities. First Variable agrees to purchase and redeem
shares of the Portfolios offered by the then current prospectus of the
Fund in accordance with the provisions of such prospectus.
II. PAYMENT
A. PURCHASE ORDERS
Payment for net purchases of shares of the Fund will be wired by First
Variable to a custodial account designated by FFP Securities on the same
Business Day that notice of an order for purchase of shares of the Fund is
received by FFP Securities. Payments shall be in federal funds
transmitted by wire.
B. REDEMPTION ORDERS
Payment for net redemption orders that are timely received by FFP
Securities will be wired by FFP Securities from the Fund's custodial
account to an account designated by First Variable. The Fund will not
bear any responsibility whatsoever for the proper disbursement or
crediting of redemption proceeds; First Variable alone will be responsible
for such action.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF FIRST VARIABLE
First Variable represents and warrants to FFP Securities as follows:
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1. First Variable is an insurance company duly organized, validly existing
and in good standing under the laws of the state of ---- and is
qualified to do business and licensed to sell insurance in all states
in which its business requires it to be so qualified or licensed.
2. The Contracts have been qualified for sale under the insurance laws of
all states in which they will be offered and sold.
3. First Variable has registered the First Variable Accounts as unit
investment trusts under the provisions of the 1940 Act and will have
or has registered interests in the Contracts for sale under the 1933
Act and it will maintain such registrations for so long as any
Contracts are outstanding, unless regulations of the Securities and
Exchange Commission permit deregistration at an earlier time.
4. The Contracts will be issued and sold in compliance with all applicable
federal and state laws, including state and federal insurance and
securities laws and in particular suitability requirements of
applicable state and federal securities laws and state insurance laws.
5. First Variable has legally and validly established each of the First
Variable Accounts as a separate account under applicable state law and
the First Variable Accounts will remain so qualified as long as any
Contracts are outstanding.
6. First Variable will amend the registration statement under the 1933 Act
for the Contracts and the registration statement under the 1940 Act for
the First Variable Accounts from time to time as required in order to
maintain a continuous offering of the Contracts or as may otherwise be
required by applicable law.
7. First Variable will register or qualify the Contracts for sale under
the securities laws of any state or states which require such
registration.
8. The variable annuity contracts that will use the Portfolios as
investments are currently and at the time of issuance will be treated
as annuity contracts under applicable provisions of the Internal
Revenue Code, and it will make every effort to maintain such treatment.
First Variable will notify the Fund and FFP Securities immediately if
it has any reason to believe that the Contracts have ceased to be so
treated or that they might not be so treated in the future.
9. First Variable will not purchase shares of the Portfolios with assets
derived from tax-qualified retirement plans except, indirectly, through
Contracts purchased in connection with such plans.
B. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants as follows:
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1. The Fund is a corporation duly organized, validly existing and in good
standing under the laws of the state of Maryland and is qualified to do
business in all states in which its business requires it to be so
qualified.
2. The Fund is or will be registered as an investment company under the
1940 Act and has or will have registered its shares for sale under the
1933 Act and it will maintain such registrations for so long as any
shares are outstanding through the Contracts, unless regulations of the
Securities and Exchange Commission permit deregistration at an earlier
time.
3. The Fund will amend the registration statement for its shares under the
1933 Act from time to time as required to maintain a continuous
offering of its shares or as may otherwise be required by applicable
law.
4. The Fund will register or qualify its shares for sale under the
securities laws of any state or states which require such registration.
5. Each Portfolio is currently qualified as a regulated investment company
under Subchapter M of the Internal Revenue Code and the Fund will make
every effort to maintain such qualification under Subchapter M or any
successor or similar provision and it will notify First Variable
immediately upon having a reasonable basis for believing that a
Portfolio has ceased to so qualify or that it might not so qualify in
the future.
6. In performing the services described in this Agreement, the Fund will
comply with all applicable laws, rules and regulations of the
Securities and Exchange Commission and any state securities regulator,
including complying with applicable provisions of the 1940 Act in all
material respects; provided, however, the Fund makes no representation
as to whether any aspect of its operations including, but not limited
to, fees and expenses and investment policies, objectives and
restrictions complies with the insurance laws and regulations of any
state.
7. The Fund agrees that upon request it will use its best efforts to
furnish the information required by state insurance regulators so that
First Variable can obtain the authority needed to issue the Contracts
in the various states.
C. REPRESENTATIONS AND WARRANTIES OF FFP SECURITIES
FFP Securities represents and warrants as follows:
1. FFP Securities is a corporation duly organized, validly existing and in
good standing under the laws of the state of Missouri and is qualified
to do business in all states in which its business requires it to be so
qualified.
2. FFP Securities is registered as a broker-dealer with the Commission
under the Securities Exchange Act of 1934 (1934 Act) and is a member in
good standing of the National Association of Securities Dealers, Inc.
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3. FFP Securities represents and warrants that it is and will remain duly
registered under all applicable federal and state securities laws and
that it will perform its obligations for the Fund in all material
respects in accordance with any applicable state and federal securities
laws during the term of this Agreement.
4. FFP Securities will distribute the Fund shares in accordance with the
provisions of all applicable federal and state securities laws.
IV. RECORDS
Each party to this Agreement will maintain all records required by law,
including records detailing the services it provides. Such records will be
preserved, maintained and made available to the extent required by law and in
accordance with the 1940 Act and the rules thereunder. Each party to this
Agreement will cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the Commission, the
NASD and state insurance regulators) and will 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. Upon request by the Fund or FFP Securities, First
Variable agrees to promptly make copies or, if required, originals of all
records pertaining to the performance of services under this Agreement
available to the Fund or FFP Securities, as the case may be. The Fund agrees
that First Variable will have the right to inspect, audit and copy all
records pertaining to the performance of services under this Agreement
pursuant to the requirements of any state insurance department. Each party
also agrees to promptly notify the other parties if it experiences any
difficulty in maintaining the records in an accurate and complete manner.
This provision will survive termination of this Agreement.
V. PROSPECTUSES AND PROXY STATEMENTS; VOTING
A. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
The Fund or FFP Securities will provide First Variable a copy of each
Prospectus and Statement of Additional Information for the Fund and its
Portfolios when amended, as soon as practicable after such Prospectus and
Statement of Additional Information are declared effective by the
Securities and Exchange Commission. First Variable shall be responsible
for making copies of such documents for distribution to prospective
Contract Holders.
B. PROXIES AND REPORTS
The Fund or FFP Securities will provide First Variable with copies of any
proxy materials, reports to shareholders or other communications required
or desired by the fund to be distributed to shareholders.
C. VOTING OF PROXIES
First Variable shall be responsible for distributing proxy materials to
Contract Holders as required by applicable rules of the Securities and
Exchange Commission. First Variable shall be responsible for tabulating
any votes required of Contract Holders and providing
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the Fund with such tabulations prior to any shareholders meeting. If and to
the extent required by law, First Variable will:
1. solicit voting instructions from Contract Holders;
2. vote the shares of the Portfolios held in the First Variable Accounts
in accordance with instructions received from Contract Holders; and
3. vote shares of the Portfolios held in the First Variable Accounts for
which no timely instructions have been received, as well as shares it
owns, in the same proportion as shares of such Portfolio for which
instructions have been received from the Contract Holders, so long as
and to the extent that the Commission continues to interpret the 1940
Act to require pass-through voting privileges for variable Contract
Holders.
Except as set forth above, First Variable reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the
extent permitted by law. First Variable will be responsible for assuring
that each of its Accounts participating in the Fund calculates voting
privileges in a manner consistent with all legal requirements.
D. ALLOCATION OF COSTS
Unless otherwise provided in the Service Agreement which is executed by
the parties simultaneously with this agreement, the Fund or FFP Securities
shall be responsible for the cost of preparing and printing the Fund's
prospectus, statement of additional information, proxy materials, reports
to shareholders and other communications to shareholders; provided,
however, that if at any time FFP Securities reasonably deems the usage of
such items to be excessive, it may require First Variable to pay the cost
of printing (including press time and paper) any additional copies of such
materials that are requested by First Variable. First Variable shall be
responsible for the cost of distributing such materials to existing or
prospective Contract Holders.
VI. EXPENSES
Except as otherwise provided in this Agreement, each party shall pay its own
expenses incident to its obligations hereunder. FFP Securities will pay all
expenses incident to the management and operation of the Fund, including the
cost of registration of the shares of the Portfolios with the Commission and
in states where required.
VII. ADVERTISING MATERIALS
A. REVIEW BY FFP
Each piece of advertising, sales literature or promotional material with
respect to the Fund prepared by First Variable or its agents for use with
the general public, the Contract Holders or any participants shall be
submitted to FFP Securities for review and approval before such material
is used. FFP Securities shall advise the submitting party in writing
within ten (10) Business Days of receipt of such materials of its approval
or disapproval of such materials.
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B. DELIVERY OF COPIES TO FIRST VARIABLE
FFP Securities will provide to First Variable at least one complete copy
of all registration statements, prospectuses, statements of additional
information, reports, proxy statements, 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 Fund or its shares contemporaneously with the filing of such
document with the Sec, the NASD or other regulatory authority.
C. DELIVERY OF COPIES TO THE FUND
First Variable will provide to the Fund at least one complete copy of all
registration statements, prospectuses, statements of additional
information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above,
that relate to the Contracts or each Account, contemporaneously with the
filing of such document with the Sec, the NASD or other regulatory
authority.
VIII. INDEMNIFICATION
A. INDEMNIFICATION BY FIRST VARIABLE
First Variable agrees to indemnify and hold harmless the Fund, FFP
Securities, the Fund's investment adviser, transfer agent and/or
custodian, and each person, if any, who controls or is associated with the
Fund, FFP Securities, the Fund's investment adviser, transfer agent and/or
custodian within the meaning of such terms under the 1933 Act, and any
director, officer, partner, employee or agent of the foregoing
(collectively, the "Indemnified Parties") against any and all losses,
claims, expenses, damages, or liabilities (including reasonable legal and
other expenses) to which the Indemnified Parties may become subject
insofar as such losses, claims, damages, liabilities or expenses
1. arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in the registration
statement, prospectus, statement of additional information or sales
literature or other promotional material for the Contracts (including
any supplements or amendments); or
2. arise out of or are based upon the omission or the alleged omission to
state in any of the foregoing documents a material fact required to be
stated or necessary to make such statements not misleading in light of
the circumstances in which they were made; or
3. arise out of or as a result of statements or representations by or on
behalf of First Variable or wrongful conduct of First Variable or
persons under its control, with respect to the sale or distribution of
the Contracts or Fund shares; or
4. arise as a result of any failure by First Variable to provide the
services and furnish the materials under the terms of this Agreement;
or
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5. arise out of any material breach of any representation and/or warranty
made by First Variable in this Agreement or arise out of or result from
any other material breach by First Variable of this Agreement.
This indemnification will be in addition to any liability that First
Variable otherwise may have.
B. INDEMNIFICATION BY THE FUND AND FFP SECURITIES
The Fund and FFP Securities agree to indemnify and hold harmless First
Variable, its directors, officers, employees, agents and each person, if
any, who controls First Variable within the meaning of the 1933 Act
against any losses, claims, expenses, damages or liabilities (including
reasonable legal and other expenses) to which First Variable or any such
director, officer, employee, agent or controlling person may become
subject, insofar as such losses, claims, expenses, damages or liabilities
1. arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement,
prospectus, statement of additional information or sales literature of
the Fund;
2. arise out of or are based upon an omission or the alleged omission to
state in any of the foregoing documents a material fact required to be
stated or necessary to make such statements not misleading in light of
the circumstances in which they were made; or
3. arise out of or as a result of statements or representations made by or
on behalf of the Fund or FFP Securities, or wrongful conduct by the
Fund or FFP Securities, or persons under their control, with respect to
the sale or distribution of Fund shares; or
4. arise as a result of any failure by the Fund or FFP Securities to
provide the services and furnish the materials under the terms of this
Agreement; or
5. arise out of any material breach of any representation and/or warranty
made by the Fund or FFP Securities in this Agreement; or
6. arise out of or result from any other material breach by the Fund or
FFP Securities of this Agreement.
C. LIMITS ON INDEMNIFICATION
No party will be entitled to indemnification under this Agreement to the
extent such loss, claim, damage, liability or litigation is due to the
willful misfeasance, bad faith, or gross negligence by such party, its
respective directors, officers, employees, agents, or any controlling
person, or by reason of such party's reckless disregard of its obligations
or duties under this Agreement.
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D. NOTICE
Promptly after receipt by an indemnified party under this Agreement of
notice of the commencement of any litigation, proceeding, complaint or
action, such indemnified party will, if a claim is to be made against an
indemnifying party hereunder, notify the indemnifying party; but the
failure to so notify the indemnifying party will not relieve it from any
liability which it may otherwise have to an indemnified party under this
Agreement.
E. PARTICIPATION
The indemnifying party is entitled to participate in, and, to the extent
that it may wish, to assume the defense of any action brought against an
indemnified party of which notice has been given pursuant to this
Agreement, with counsel satisfactory to both the indemnified and
indemnifying parties. In such case, the indemnifying party will not be
liable to the indemnified party under this Agreement for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense of such action.
IX. TERMINATION
A. EVENTS OF TERMINATION
This Agreement will terminate:
1. At the option of any party, with or without cause, with respect to some
or all of the Portfolios, upon ninety (90) days' advance written notice
to the other parties;
2. At the option of First Variable with respect to any Portfolio if (a)
shares of the Portfolio are not reasonably available to meet the
requirements of the Contracts as determined in good faith by First
Variable; or (b) any of the Portfolio's shares are not registered,
issued or sold in accordance with applicable state and/or federal law,
or such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by First
Variable; or (c) the Portfolio ceases to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code, or
under any successor or similar provision, or if First Variable
reasonably and in good faith believes that the Portfolio may fail to so
qualify;
3. At the option of the Fund or First Variable, upon institution of formal
disciplinary or investigative proceedings against First Variable, the
Fund, or FFP Securities by the NASD, the Commission, the insurance
commission of any state, or any other regulatory body regarding any
parties' duties under this Agreement, or related to the sale or
administration of the Contracts, the sale or purchase of Fund shares,
or the operation of the First Variable Accounts; [provided that the
party electing to terminate this Agreement determines in its sole
judgment, exercised in good faith, that any such proceeding would have
a material adverse effect on the other party's ability to perform its
obligations under this Agreement];
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4. At the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement which is not cured
within thirty (30) days of written notice of such breach;
5. At the option of First Variable, if First Variable determines in its
sole judgment exercised in good faith, that either the Fund or FFP
Securities has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement, or
is the subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of First
Variable, such termination to be effective sixty (60) days' after
receipt by the other parties of written notice of the election to
terminate;
6. At the option of the Fund or FFP Securities, if the Fund or FFP
Securities, respectively, determines in its sole judgment exercised in
good faith, that First Variable has suffered a material adverse change
in its business, operations or financial condition since the date of
this Agreement or is the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and
operations of the Fund or FFP Securities, such termination to be
effective sixty (60) days' after receipt by the other parties of
written notice of the election to terminate;
7. At the option of First Variable or the Fund, upon receipt of any
necessary regulatory approvals and/or the vote of the Contract Holders
having an interest in the First Variable Accounts to substitute the
shares of another investment company for the corresponding Portfolio
shares of the Fund in accordance with the terms of the Contracts for
which those Portfolio shares had been selected to serve as the
underlying investment media. First Variable will give sixty (60) days'
prior written notice to the Fund of the date of any proposed vote or
other action taken to replace the Fund's shares;
8. Upon assignment of this Agreement by any party, unless made with the
written consent of all other parties hereto; provided, however, that
(a) First Variable may assign, without agreement of the Fund or FFP
Securities, its duties and responsibilities under this Agreement to any
affiliate of First Variable, and (b) FFP Securities may assign, without
agreement of First Variable, its duties and responsibilities under this
Agreement to any of its affiliates;
9. At the option of the Fund in the event any of the Contracts are not
issued or sold in accordance with applicable federal and/or state law.
Termination in accordance with this provision will be effective
immediately upon such occurrence without notice.
B. EFFECTIVE DATE OF TERMINATION
Except as otherwise specified in this Section, termination of this
Agreement shall be effective upon receipt of prior written notice to all
other parties stating the basis for such termination.
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C. CONTINUATION OF SALES AFTER TERMINATION
In the event of any termination of this Agreement other than pursuant to
paragraphs 3, 6 or 9 above, the Fund and FFP Securities will, at the
option of First Variable, continue to make additional shares of the Fund
available pursuant to the terms and conditions of this Agreement for all
Contracts in effect as of the effective date of termination of this
Agreement (Existing Contracts.) Specifically, the owners of the Existing
Contracts will be permitted to reallocate investments in the Portfolios
(as in effect on such date), redeem investments in the Portfolios and/or
invest in the Portfolios upon making additional purchase payments under
the Existing Contracts.
D. SURVIVAL OF OBLIGATIONS
Notwithstanding any termination of this Agreement, each party's
obligations under this Agreement to indemnify other parties will survive
and not be affected by any termination of this Agreement. In addition,
each party' obligations under paragraph H of Section IX will survive and
not be affected by any termination of this Agreement. Finally, with
respect to Existing Contracts, all provisions of this Agreement also will
survive and not be affected by any termination of this Agreement.
X. AMENDMENT AND WAIVER
This Agreement constitutes the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings,
written or oral, relating to the subject matter hereof. Neither this
Agreement nor any provision hereof may be amended, waived, discharged or
terminated orally, but only by an instrument in writing signed by the parties
hereto; provided, however, the parties to this Agreement may amend the
schedules to this Agreement from time to time to reflect changes in or
relating to the Contracts, the First Variable Accounts or the Portfolios of
the Fund or other applicable terms of this Agreement.
XI. NOTICES
All notices and other communications hereunder shall be given or made in
writing and shall be delivered personally, or sent by telex, telecopier,
express delivery or registered or certified mail, postage prepaid, return
receipt requested, to the party or parties to whom they are directed at the
following address, or at such other addresses as may be designated by notice
from such party to all other parties:
TO FIRST VARIABLE: TO FFP SECURITIES: TO THE FUND:
First Variable Life Insurance Company FFP Securties, Inc. FFP New Horizons, Fund, Inc.
00000 Xxxx Xxxx, Xxxxx 000 00000 Xxxxxx Xxxx 00000 Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000 Xxxxxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attn: Attn: Attn: Xxxxx Xxxxxxxxx
(000) 000-0000 000-000-0000 000-000-0000
Fax: Fax: 000-000-0000 Fax: 000-000-0000
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Any notice, demand or other communication given in a manner prescribed in
this paragraph shall be deemed to have been delivered on receipt.
XII. 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.
XIII. 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.
XIV. 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.
XV. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws
of the State of Missouri.
XVI. ENFORCEABILITY
Each party represents 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 board 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.
XVII. REMEDIES
The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized
representatives as of the date specified in the first paragraph.
FFP SECURITIES, INC.
By:----------------------------------
Xxx X. Xxxxx, President
ATTEST:-----------------------------------------
Xxxxxx X. Xxxxxxxxx, Xx., Secretary (SEAL)
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FFP NEW HORIZONS FUND, INC. FOR ITSELF AND ON BEHALF OF ITS PORTFOLIOS:
FFP Odyssey Venus Portfolio
FFP Century Venus Portfolio
FFP Discovery Venus Portfolio
FFP Millennium Mercury Portfolio
FFP Discovery Mercury Portfolio
By: ---------------------------------
Xxx X. Xxxxx, President
ATTEST:---------------------------------
Xxxxx X. Xxxxxxxxx, Secretary (SEAL)
FIRST VARIABLE LIFE INSURANCE COMPANY FOR ITSELF AND ON BEHALF OF ITS
SEPARATE ACCOUNTS:
First Variable Annuity Fund A
First Variable Separate Account VL
By: ---------------------------------
President
ATTEST:---------------------------------
Secretary (SEAL)
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