PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this the 23rd day of January, 1997,
by and between each of NORTHBROOK LIFE INSURANCE COMPANY, ALLSTATE LIFE
INSURANCE COMPANY OF NEW YORK and GLENBROOK LIFE AND ANNUITY COMPANY
(hereinafter collectively the "Companies" and individually the "Company"),
each on its own behalf and on behalf of each of the segregated asset accounts
of the Company set forth in Schedule A hereto, as such Schedule A may be
amended from time to time, (hereinafter the "Accounts") and XXXX XXXXXX
VARIABLE INVESTMENT SERIES, an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts, (hereinafter the "Trust") and
XXXX XXXXXX DISTRIBUTORS INC. (hereinafter the "Distributor").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended, (hereinafter the "1940 Act") and has filed its
registration statement with the Securities and Exchange Commission,
(hereinafter "S.E.C."), which declared such registration statement effective
on October 5, 1983;
WHEREAS, the Distributor is registered as a broker-dealer with the S.E.C.
under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934
Act"), and is a member in good standing of the National Association of
Securities Dealers, Inc. (hereinafter "NASD");
WHEREAS, the Trust is available to act as the investment vehicle for
separate accounts established for variable annuity contracts and variable
life insurance contracts offered or to be offered by insurance companies
which have entered into participation agreements with the Trust and the
Distributor (hereinafter "Participating Insurance Companies");
WHEREAS, the Trust has obtained an order from the S.E.C., dated November
23, 1994 (File No. 812-9128), granting Participating Insurance Companies and
variable annuity and variable life insurance separate accounts exemptions
from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act
and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary
to permit shares of the Trust to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order");
WHEREAS, the Trust is presently comprised of thirteen Portfolios
designated as the Money Market Portfolio, the Quality Income Plus Portfolio,
the High Yield Portfolio, the Utilities Portfolio, the Income Builder
Portfolio, the Dividend Growth Portfolio, the Capital Growth Portfolio, the
Global Dividend Growth Portfolio, the European Growth Portfolio, the Pacific
Growth Portfolio, the Capital Appreciation Portfolio, the Equity Portfolio
and the Strategist Portfolio, and other Portfolios may be subsequently
established by the Trust (hereinafter the "Portfolios");
WHEREAS, the Portfolios of the Trust offered by the Trust to the Companies
and the Accounts are set forth on Schedule A attached hereto;
WHEREAS, the Companies will issue certain variable annuity and/or variable
life insurance contracts (hereinafter the "Contracts") which, if required by
applicable law, will be registered under the Securities Act of 1933, as
amended, (hereinafter the "1933 Act");
WHEREAS, the Accounts are duly organized, validly existing segregated
asset accounts, established by resolution of the Board of Directors of the
applicable Company, to set aside and invest assets attributable to the
Contracts that are allocated to the Accounts (the Contracts and the Accounts
covered by this Agreement, and each corresponding Portfolio covered by this
Agreement in which the Accounts invest, are specified in Schedule A attached
hereto as such Schedule A may be amended from time to time);
WHEREAS, the Companies have registered or will register the Accounts as
unit investment trusts under the 1940 Act (unless exempt therefrom);
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WHEREAS, to the extent permitted by applicable insurance laws and
regulations, each Company intends by purchasing shares of the Portfolios on
behalf of the Accounts to fund the Contracts and the Distributor is
authorized to sell such shares to the Companies for the benefit of the
Accounts at net asset value without the imposition of any charges;
NOW, THEREFORE, in consideration of their mutual promises, each Company,
the Trust and the Distributor agree as follows:
1. PURCHASE OF SHARES. In accordance with the Trust's and the
Distributor's Distribution Agreement dated June 30, 1993, as amended as of
March 15, 1995, (the "Distribution Agreement"), the Company agrees to
purchase and redeem the Trust shares of each Portfolio offered by the then
current prospectus of the Trust (hereinafter the "Prospectus") included in
the Trust's registration statement (hereinafter "the Registration Statement")
most recently filed from time to time with the S.E.C. and effective under the
1933 Act and the 1940 Act or as the Prospectus may be amended or supplemented
and filed with the S.E.C. pursuant to the 1933 Act. The Portfolios to be
offered to each Account are set forth on Schedule A attached hereto.
2. SALE OF SHARES. The Distributor agrees to sell shares of the Trust to
the Company for allocation to the Account as orders from the Company are
received at the next determined net asset value per share after receipt by
the Trust or its designee of the order for shares of the Trust, of the
applicable Portfolio determined as set forth in the Prospectus, except as
provided in paragraph 4(b).
3. REDEMPTION OF SHARES. At the Company's request, the Trust agrees to
redeem for cash without charge, any full or fractional shares of the Trust
held by the Company, executing such requests on a daily basis at the net
asset value of applicable Portfolio computed after receipt of the redemption
request provided, however, that the Trust reserves the right to suspend the
right of redemption or to postpone the date of payment upon redemption of the
shares of any Portfolio under the circumstances and for the period of time
specified in the Prospectus.
4. AVAILABILITY OF SHARES. (a) Subject to Sections 3(c) and 4(b) of the
Distribution Agreement, the terms of which are incorporated herein by
reference, and except as provided in section (b) of this paragraph, the Trust
agrees to make its shares available indefinitely for purchase by the Company.
(b) With respect to shares made available for purchase by the Company in
connection with products sold outside the Xxxx Xxxxxx distribution system,
the Trust may cease to make such shares available for purchase by the
Company, and the Distributor may cease to sell shares of the Trust to the
Company, at the option of the Trust and the Distributor and upon 60 days'
written notice to the Company, provided, however, that the Trust agrees to
continue to make its shares available for purchase by the Company, and the
Distributor agrees to continue to sell shares of the Trust to the Company,
for allocation to the Account in connection with (i) reinvestments of
dividends and distributions on shares of the Trust allocated to the Account
in respect of Contracts in force as of the date such notice is given by the
Trust and the Distributor to the Company, for which Contracts Trust shares
serve as the underlying investment medium ("Existing Contracts"), (ii)
investments in the Trust upon the making of additional purchase payments
under Existing Contracts, and (iii) reallocation of investments from one
Portfolio of the Trust to other Portfolios of the Trust under Existing
Contracts.
5. PAYMENT OF SHARES. The Company shall pay for Trust shares within five
days after it places the order for Trust shares. The Trust reserves the right
to delay issuing or transferring Trust shares and/or to delay accruing or
declaring dividends in accordance with any policy set forth in its then
current prospectus with respect to such shares until any payment check has
cleared. If the Trust or the Distributor does not receive payment within the
five days period, the Trust may, without notice, cancel the order and require
the Company to reimburse the Trust promptly for any loss the Trust suffered
by reason of the Company failing to timely pay for its shares.
6. Fee for Shares. The Company shall purchase and redeem shares in the
Trust at net asset value and the Company shall not pay any commission,
dealers fee or other fee to the Distributor or any other broker dealer.
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7. TRUST'S REGISTRATION STATEMENT AND PROSPECTUS. The Trust shall amend
the Registration Statement for its shares under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous offering of
its shares and, at its own expense, shall provide the Company with as many
copies of its current prospectus as the Company may reasonably request.
8. INVESTMENT OF ASSETS. The Trust agrees to invest its assets in
accordance with Section 817(h) of the Internal Revenue Code and Treasury
Regulation 1.817-5, as amended from time to time, and any Treasury
interpretations thereof, relating to the diversification requirements for
variable annuity contracts and any amendments or other modifications to such
Section or Regulations.
9. ADMINISTRATION OF CONTRACTS. The Company shall be responsible for
administering the Contracts and keeping records on the Contracts.
10. STOCKHOLDER INFORMATION. The Trust shall furnish the Company copies of
its proxy material, reports to stockholders and other communication to
stockholders in such quantity as the Company shall reasonably require for
distributing to owners or participants under the Contracts. The Company will
distribute these materials to such owners or participants as required.
11. VOTING. (a) To the extent required by law, the Company shall vote
Trust shares in accordance with instructions received from contract owners.
If, however, the 1940 Act or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result the
Company determines that it is permitted to vote the Trust's shares in its own
right, it may elect to do so. The Company shall vote shares of a Portfolio
for which no instructions have been received in the same proportion as the
vote of shareholders of such Portfolio from which instructions have been
received. Neither the Company nor persons under its control shall recommend
action in connection with solicitation of proxies for Trust shares allocated
to the Account. The Company shall also vote shares it owns that are not
attributable to contract owners in the same proportion. Participating
Insurance Companies shall be responsible for assuring that each of their
separate accounts participating in the Trust calculates voting privileges in
a manner consistent with other Participating Insurance Companies.
(b) The Trust will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Trust will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the
Trust is not one of the trusts described in Section 16(c) of that Act) as
well as with Section 16(a) and, if and when applicable, 16(b). Further, the
Trust will act in accordance with the S.E.C.'s interpretation of the
requirements of Section 16(a) with respect to periodic elections of trustees
and with whatever rules the S.E.C. may promulgate with respect thereto.
12. COMPANY APPROVAL. The Trust and the Distributor agree that the
approval of the Company will be required prior to the Trust and the
Distributor entering into any new agreements to sell shares of the Trust to
other Participating Companies.
13. TRUST'S WARRANTY. The Trust represents and warrants that Trust shares
sold pursuant to this Agreement shall be registered under the 1933 Act and
duly authorized for issuance in accordance with all applicable federal and
state laws.
14. COMPANY'S WARRANTY. Each of Northbrook Life Insurance Company and
Glenbrook Life and Annuity Company represents and warrants that it is an
insurance company duly organized and in good standing under Illinois law and
that it has legally and validly established the Accounts under Section 245.21
of the Illinois Insurance Code. Allstate Life Insurance Company of New York
represents and warrants that it is an insurance company duly organized and in
good standing under New York law and that it has legally and validly
established the Accounts under Section 424.40 of the New York Insurance Laws.
The Company represents that it has registered the Accounts as unit investment
trusts in accordance with the provisions of the 1940 Act, unless exempt
therefrom, to serve as segregated investment accounts for certain Contracts.
The Company further represents and warrants that the Contracts will be
registered under the 1933 Act, unless exempt therefrom, and the Contracts
will be issued and sold in compliance with all applicable Federal and State
laws.
15. DISTRIBUTOR'S WARRANTY. The Distributor represents and warrants that
it is a member in good standing of the NASD and is registered as a
broker-dealer with the S.E.C. under the 1934 Act. The
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Distributor further represents that it will sell and distribute the shares in
accordance with the 1933, 1934 and 1940 Acts and will not make any
representations concerning the Account except those contained in the then
current registration statement or related prospectus and any sales literature
approved by the Trust. For purposes of this paragraph, Section 6 of the
Distribution Agreement is incorporated in this Agreement.
16. TERMINATION OF AGREEMENT. The parties may terminate this Agreement as
follows:
(1)(a) at the option of the Company or the Trust or the Distributor upon
90 days' written notice to the other party;
(b) at the option of the Company if, for any reason, except for those
specified in Sections 3(c) and 4(b) of the Distribution Agreement, Trust
shares are not available to meet the requirements of the Contracts as
determined by the Company; or
(c) at the option of the Trust upon the NASD, the S.E.C., the Illinois
Insurance Commissioner, the New York Insurance Commissioner or any other
regulatory body instituting legal proceedings against the Company
regarding its duties under this Agreement.
(2) This Agreement shall automatically terminate in the event of its
assignment.
17. COMPANY'S INDEMNIFICATION AGREEMENT. (a) The Company agrees to
indemnify and hold harmless the Trust or Distributor and each of their
Directors or Trustees who is not an "interested person" of the Trust, as
defined in the 1940 Act (collectively the "Indemnified Parties" for purposes
of this paragraph 17) against any losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or expenses or actions to which such Indemnified Parties may become
subject, under the Federal securities laws or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements arise as a result of any failure by the Company to
provide the services and furnish the materials under terms of this Agreement
or which arise from erroneous instructions by the Company to the Distributor
concerning the particular Portfolio or Portfolios whose shares are to be
allocated to the Account. This indemnity agreement is in addition to any
liability which the Company may otherwise have. Provided, however, that in no
case is the indemnity of the Company in favor of the Distributor deemed to
protect the Distributor against any liability to the Trust or its
shareholders to which the Distributor would otherwise be subject by reason of
its bad faith, wilful misfeasance or negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
(b) The Company will reimburse the Indemnified Parties for any legal or
other expenses reasonably incurred by the Indemnified Parties in connection
with investigating or defending of any such loss, claim, damage, liability or
action.
(c) Promptly after receipt by any of the Indemnified Parties of notice of
the commencement of any action, or the making of any claim for which
indemnity may apply under this paragraph, the Indemnified Parties will, if a
claim thereof is to be made against the Trust, notify the Company of the
commencement thereof; but the omission so to notify the Company will not
relieve the Company from any liability which it may have to the Indemnified
Parties otherwise than under this Agreement. In case any such action is
brought against the Indemnified Parties, and the Company is notified of the
commencement thereof, the Company will be entitled to participate therein and
to assume the defense thereof, with counsel satisfactory to the party named
in the action, and after notice from the Company to such party of the
Company's election to assume the defense thereof, the Company will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.
18. TRUST AND DISTRIBUTOR INDEMNIFICATION AGREEMENTS. (a) The Trust and
Distributor each agree to indemnify and hold harmless the Company and each of
its Directors who is not an "interested person" of the Company, as defined in
the 1940 Act (collectively the "Company's Indemnified Parties" for purposes
of this paragraph 18) against any losses, claims, damages, liabilities
(including amounts paid in
4
settlement with the written consent of the Trust) or expenses or actions to
which such Indemnified Parties may become subject, under the Federal
securities laws or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise as a result of any failure by the Trust or Distributor to
provide the services and furnish the materials under the terms of this
Agreement; or
(ii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in registration statement
or prospectus or sales literature 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, provided that this Agreement to indemnify shall not apply as
to the Company's Indemnified Parties if such statement or omission was
made in reliance upon and in conformity with information furnished to the
Trust or Distributor by or on behalf of the Company for use in the
registration statement or prospectus for the Trust or in sales literature
(or any amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Trust shares; or
(iii) arise out of or result from any material breach of any
representation and/or warranty made by the Trust or the Distributor in
this Agreement or arise out of or result from any other material breach of
this Agreement by the Trust or the Distributor, including a failure,
whether unintentional or in good faith or otherwise, to comply with the
requirements specified in paragraph 8 of this Agreement.
(b) The Trust represents and warrants that the Trust will at all times
invest its assets in such a manner as to ensure that the Contracts will be
treated as an annuity under the Internal Revenue Code and the regulations
thereunder. Without limiting the scope of the foregoing, the Trust will at
all times comply with Section 817(h) of the Code and Treas. Reg. Sec.
1.817-5, as amended from time to time, and any Treasury interpretations
thereof, relating to the diversification requirements for variable annuity
contracts and any amendments or other modifications to such section or
Regulations.
(c) Trust shares will not be sold to any person or entity that would
result in the Contracts not being treated as annuity contracts in accordance
with the statutes and regulations referred to in the preceding paragraph.
(d) The Trust and the Distributor will reimburse the Company for any legal
or other expenses reasonably incurred by the Company's Indemnified Parties in
connection with investigating or defending of any such loss, claim, damage,
liability or action.
(e) Promptly after receipt by any of the Company's Indemnified Parties of
notice of the commencement of any action, or the making of any claim for
which indemnity may apply under this paragraph, the Company's Indemnified
Parties will, if a claim in respect thereof is to be made against the
Company, notify the Trust or the Distributor of commencement thereof; but the
omission so to notify the Trust or the Distributor will not relieve the Trust
or the Distributor from any liability which it may have to the Company's
Indemnified Parties otherwise than under this Agreement. In case any such
action is brought against the Company's Indemnified Parties, and the Trust or
the Distributor is notified of the commencement thereof, the Trust or the
Distributor will be entitled to participate therein and to assume the defense
thereof, with counsel satisfactory to the party named in the action, and
after notice from the Trust or the Distributor to such party of the Trust's
or the Distributor's election to assume the defense thereof, the Trust or the
Distributor will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
19. INDEMNIFICATION OF TRUST BY OR OF DISTRIBUTOR. For purposes of this
Agreement, the Trust and the Distributor shall indemnify each other according
to the terms of the Distribution Agreement the terms of which are
incorporated by reference.
20. POTENTIAL CONFLICTS. (a) The Trustees of the Trust will monitor the
operations of the Trust for the existence of any material irreconcilable
conflict between the interests of the contract owners of all
5
separate accounts investing in the Trust. 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
action 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 and
variable life insurance contract owners; or (vi) a decision by an insurer to
disregard the voting instructions of contract owners. The Trustees shall
promptly inform the Company if they determine 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 Trustees of the Trust. The Company will assist the
Trustees in carrying out their responsibilities under the Shared Funding
Exemptive Order, by providing the Trustees with all information reasonably
necessary for the Trustees to consider any issues raised. This includes, but
is not limited to, an obligation by the Company to inform the Trustees
whenever contract owner voting instructions are disregarded.
(c) If it is determined by a majority of the Trustees, or a majority of
the Trustees who are not parties to this Agreement or interested persons of
any such party and who have no direct or indirect financial interest in this
Agreement or any agreement related thereto (the "Independent Trustees"), that
a material irreconcilable conflict exists, the Company shall, at its expense
and to the extent reasonably practicable (as determined by a majority of the
Independent Trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (i)
withdrawing the assets allocable to the affected Account from the Trust or
any Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Trust, or submitting
the question whether such segregation should be implemented to a vote of all
affected contract owners and, as appropriate, segregating the assets of
variable annuity contract owners invested in the Account from those of any
other appropriate group (i.e., annuity contract owners, life insurance
contract owners, or variable contract owners of one or more Participating
Insurance Companies) that votes in favor of such segregation, or offering to
the contract owners the option of making such a change; and (ii) establishing
a new registered management investment company or managed separate account.
(d) If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the Account's
investment in the Trust 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 Independent Trustees. Any such withdrawal and termination must take place
within six (6) months after the Trust gives written notice that this
provision is being implemented, and until the end of that six month period
the Distributor and Trust shall continue to accept and implement orders by
the Company for the purchase (and redemption) of shares of the Trust.
(e) If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within six
months after the Trustees inform the Company in writing that they have
determined that such decision has created an irreconcilable material
conflict; 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 Independent Trustees. Until the
end of the foregoing six month period, the Distributor and Trust shall
continue to accept and implement orders by the Company for the purchase (and
redemption) of shares of the Trust.
(f) For purposes of sections (c) through (f) of this paragraph, a majority
of the Independent Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event
will the Trust be required to establish a new funding medium for the
Contracts. The Company shall not be required by section (c) to establish a
new funding medium for the Contracts if an offer to do so has been declined
by vote of a majority of contract owners materially adversely affected by
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the irreconcilable material conflict. In the event that the Trustees
determine that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within six (6)
months after the Trustees inform the Company in writing of the foregoing
determination, provided, however, that such withdrawal and termination shall
be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the Independent Trustees.
(g) If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared Funding
Exemptive Order, then (a) the Trust and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to
comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to
the extent such Rules are applicable; and (b) paragraphs 11(a), 11(b), 20(a),
20(b), 20(c), 20(d), 20(e) and 20(f) of this Agreement shall continue in
effect only to the extent that terms and conditions substantially identical
to such paragraphs are contained in such Rule(s) as so amended or adopted.
21. DURATION OF THIS AGREEMENT. This Agreement shall remain in force until
April 30, 1997 and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Trustees of the
Trust, or by the vote of a majority of the outstanding voting securities of
the Trust, cast in person or by proxy. This Agreement also may be terminated
in accordance with paragraph 16 hereof.
The terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person", when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.
22. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended by the
parties only if such amendment is specifically approved by (i) the Trustees
of the Trust, or by the vote of a majority of outstanding voting securities
of the Trust, and (ii) a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party and who
have no direct or indirect financial interest in this Agreement or in any
agreement related thereto, cast in person at a meeting called for the purpose
of voting on such approval.
23. GOVERNING LAW. This Agreement shall be construed in accordance with
the law of the State of Illinois and the applicable provisions of the 1933,
1934 and 1940 Acts and the rules and regulations and rulings thereunder
including such exemptions from those statutes, rules and regulations as the
S.E.C. may grant and the terms hereof shall be interpreted and construed in
accordance therewith. To the extent the applicable law of the State of
Illinois, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control. 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.
24. PERSONAL LIABILITY. The Declaration of Trust establishing Xxxx Xxxxxx
Variable Investment Series, dated February 24, 1983, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that
the name Xxxx Xxxxxx Variable Investment Series refers to the Trustees under
the Declaration collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder, officer, employee or agent of Xxxx
Xxxxxx Variable Investment Series shall be held to any personal liability,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said Xxxx
Xxxxxx Variable Investment Series, but the Trust Estate only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of January 23, 1997.
COMPANIES:
ATTEST: NORTHBROOK LIFE INSURANCE COMPANY
/s/ Xxxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------------- -----------------------------------
ALLSTATE LIFE INSURANCE COMPANY
ATTEST: OF NEW YORK
/s/ Xxxxxxx By:
-------------------------------------- -----------------------------------
ATTEST: GLENBROOK LIFE AND ANNUITY COMPANY
/s/ Xxxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------------- -----------------------------------
TRUST:
ATTEST: XXXX XXXXXX VARIABLE INVESTMENT
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------------- -----------------------------------
DISTRIBUTOR:
ATTEST: XXXX XXXXXX DISTRIBUTORS INC.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------- -----------------------------------
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As of January 23, 1997
SCHEDULE A
ACCOUNTS AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF
SEPARATE ACCOUNT AND DATE
NAME OF ESTABLISHED BY FUND PORTFOLIOS
INSURANCE COMPANY BOARD OF DIRECTORS APPLICABLE TO CONTRACTS
------------------------------------------------------------------------------------
Northbrook Life Northbrook Variable
Insurance Company Annuity Account All
(February 14, 1983)
----------------------------
Northbrook Variable
Annuity Account II
(May 18, 1990)
----------------------------
Northbrook Variable
Annuity Account III
(April 8, 1996)
----------------------------
Northbrook Life
Variable Life Separate
Account A
(January 15, 1996)
------------------------------------------------------------------------------------
Allstate Life Allstate Life of New York All
Insurance Company Variable Annuity
of New York Account
(June 26, 1987)
----------------------------
Allstate Life of New York
Variable Annuity
Account II
(June 28, 1990)
------------------------------------------------------------------------------------
Glenbrook Life Glenbrook Life Dividend Growth Portfolio
and Annuity Company Multi-Manager European Growth Portfolio
Variable Account Quality Income Plus Portfolio
(January 15, 1996) Utilities Portfolio
----------------------------
Glenbrook Life
Variable Life Separate
Account A
(January 15, 1996)
------------------------------------------------------------------------------------
