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EXHIBIT (8)(c)
A G R E E M E N T
AGREEMENT, dated as of ______________, 1991, between Xxxxxxx Xxxxx
Variable Series Fund, Inc., a Maryland corporation (the "Company"), and Xxxxxxx
Xxxxx Life Insurance Company, a State of Washington corporation ("Xxxxxxx Xxxxx
Life").
WHEREAS, through Xxxxxxx Xxxxx Funds Distributor, Inc. (the
"Distributor"), the Company proposes to issue to Xxxxxxx Xxxxx Life shares of
the Common Stock of the Company's Reserve Assets Fund (the "Shares");
WHEREAS, it is anticipated that on any particular day on which the net
asset value per share of the Shares is determined, the net income of the
Reserve Assets Fund (the "Fund") may be negative; and
WHEREAS, if the net income of the Fund is negative, it may be
necessary to reduce the number of outstanding Shares and, accordingly, it may
be necessary for Xxxxxxx Xxxxx Life to return to the Company a certain number
of Shares held by it to effect such reduction;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto hereby agree:
1. The Company shall cause the Distributor to sell the
Shares to Xxxxxxx Xxxxx Life.
2. As long as it shall be the intention of the Company
to maintain the net asset value per share of the Fund at $1.00, on any day on
which (a) the net asset value per share of the Shares is determined, (b)
Xxxxxxx Xxxxx Asset Management, Inc. ("MLAM") determines, in the manner
described in the then current Prospectus of the Company (the "Prospectus"),
that the net income of the Fund on such day is negative, and (c) MLAM delivers
a certificate to the Transfer Agent (as defined in the Prospectus) setting
forth the reduction in the number of outstanding Shares to be effected as
described in the Prospectus in connection with such determination, Xxxxxxx
Xxxxx Life agrees to return to the Company its pro rata share of the number of
Shares to be reduced and agrees that, upon delivery of such certificate, (a)
its ownership interest in the Shares so to be returned shall immediately cease,
(b) such Shares shall be deemed to have been cancelled and to be no longer
outstanding, and (c) all rights in respect of such Shares shall cease.
3. It is hereby agreed that, notwithstanding that the
Distributor no longer sells Shares to Xxxxxxx Xxxxx Life, as long as Xxxxxxx
Xxxxx Life shall hold Shares, it shall be bound by the terms of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first
above written.
XXXXXXX XXXXX VARIABLE SERIES
FUNDS, INC.
By:
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Attest:
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XXXXXXX XXXXX LIFE INSURANCE
COMPANY
By:
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Attest:
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