AGREEMENT GOVERNING CONTRIBUTION
TO
VAN XXXXXX XXXXXXX SERIES TRUST
BY
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
THIS AGREEMENT is made by and between VAN XXXXXX XXXXXXX Series Trust
("Trust"), a Massachusetts business trust and XEROX Financial Services Life
Insurance Company ("Insurance Company") on behalf of Account for Performance
(the "Separate Account"), a separate account of Insurance Company.
WHEREAS, Insurance Company has established the Separate Account and
proposes to contribute to it the sum of $100,000; and
WHEREAS, the Insurance Company on behalf of the Separate Account proposes
to contribute $100,000 ("Contribution") to the Trust in the manner hereinafter
described; and
WHEREAS, it is necessary and desirable that the terms under which said
Contribution is made and the respective rights of the Insurance Company and the
Trust with respect thereto be determined; and
NOW, THEREFORE, it is hereby agreed between Insurance Company on behalf of
the Separate Account and the Trust as follows:
I
Insurance Company will provide for the contribution to the Trust by the
Separate Account the sum of $100,000 prior to the effective date of the
Registration Statement to be filed by the Trust. Insurance Company hereby
represents and agrees that such Contribution is for investment purposes and not
for the purpose of redeeming or disposing of any interest in the Trust resulting
from such Contribution.
II
In consideration for such Contribution and without deduction of any sales
or charges, the Trust shall credit the Separate Account with shares of which the
Separate Account shall be the owner. Such shares shall share pro rata in the
investment performance of the Trust and shall be subject to the same valuation
procedures and the same periodic charges as are other shares of the Trust.
III
Insurance Company hereby acknowledges that by the making of such
Contribution by Separate Account, Separate Account is not and shall not be
regarded as a creditor of the Trust and that the relationship of debtor-creditor
between the Trust and the Separate Account does not exist with respect to the
amount so contributed. Insurance Company agrees that the making of such
Contribution by Separate Account, Separate Account is not now and shall not in
the future be, or be deemed to be, the holder of any interest other than as
provided in Section II of this Agreement. Insurance Company agrees that the
Separate Account's interest in the Trust as a result of such Contribution shall
be neither senior to nor subordinate to the interests of owners of variable
annuity contracts issued with respect to the Separate Account and that, in the
event of liquidation of the Trust or the Separate Account, however occurring,
the Separate Account shall have no preferential rights of any kind over such
contract owner's but shall share ratably with them.
IV
All commitments of the Separate Account hereunder shall be forever binding
upon its successor or successors.
V
Insurance Company hereby agrees that the Separate Account shall not
surrender the shares acquired pursuant to this Agreement until such time as
Trust has received pursuant variable annuity contracts an equal or greater
amount. Insurance Company also agrees to give Trust ten days prior notice before
making such a surrender request.
VI
The Trust hereby accepts such Contribution subject to the terms of the
Agreement.
Executed this day of , 1987.
ACCOUNT FOR PERFORMANCE
By: XEROX FINANCIAL SERVICES
LIFE INSURANCE COMPANY
By:____________________________
Xxxxxx Xxxxx, President
ATTEST:________________________
VAN XXXXXX XXXXXXX SERIES TRUST
By:____________________________
