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EXHIBIT 99.(E)(2)
PARTICIPATION AGREEMENT
AMONG
AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL SECURITIES INCORPORATED,
WM VARIABLE TRUST
AND
WM FUNDS DISTRIBUTOR, INC.
DATED AS OF
July 12, 1999
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TABLE OF CONTENTS
Section 1. Introduction.................................................................... 2
1.1 Availability of Separate Account Divisions................................... 2
1.2 Broker-Dealer Registration................................................... 3
Section 2. Processing Transactions......................................................... 3
2.1 Timely Pricing and Orders.................................................... 3
2.2 Timely Payments.............................................................. 4
2.3 Redemption in Kind........................................................... 4
2.4 Applicable Price............................................................. 4
Section 3. Costs and Expenses.............................................................. 5
3.1 General...................................................................... 5
3.2 Registration................................................................. 5
3.3 Other (Non-Sales-Related).................................................... 5
3.4 Sales-Related................................................................ 6
3.5 Parties to Cooperate......................................................... 7
Section 4. Legal Compliance................................................................ 7
4.1 Tax Laws..................................................................... 7
4.2 Insurance and Certain Other Laws............................................. 9
4.3 Securities Laws.............................................................. 11
4.4 Notice of Certain Proceedings and Other Circumstances........................ 12
4.5 AGL to Provide Documents..................................................... 13
4.6 Trust to Provide Documents................................................... 13
Section 5. Mixed and Shared Funding........................................................ 13
5.1 General...................................................................... 13
5.2 Disinterested Trustees....................................................... 14
5.3 Monitoring for Material Irreconcilable Conflicts............................. 14
5.4 Conflict Remedies............................................................ 15
5.5 Notice to AGL................................................................ 17
5.6 Information Requested by Board of Trustees................................... 18
5.7 Compliance with SEC Rules.................................................... 18
5.8 Requirements for Other Insurance Companies................................... 19
Section 6. Termination..................................................................... 19
6.1 Events of Termination........................................................ 19
6.2 Funds to Remain Available.................................................... 21
6.3 Survival of Warranties and Indemnifications.................................. 21
6.4 Continuance of Agreement for Certain Purposes................................ 00
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Xxxxxxx 0. Parties to Cooperate Respecting Termination..................................... 22
Section 8. Assignment...................................................................... 22
Section 9. Notices......................................................................... 23
Section 10. Voting Procedures.............................................................. 23
Section 11. Foreign Tax Credits............................................................ 24
Section 12. Indemnification................................................................ 24
12.1 Indemnification of Trust and Distributor by AGL.............................. 24
12.2 Indemnification of AGL and AGSI by Distributor............................... 28
12.3 Effect of Notice............................................................. 31
Section 13. Applicable Law................................................................. 31
Section 14. Execution in Counterparts...................................................... 32
Section 15. Severability................................................................... 33
Section 16. Rights Cumulative.............................................................. 33
Section 17. Restrictions on Sales of Trust Shares.......................................... 33
Section 18. Scope of Liability............................................................. 34
Section 19. Headings....................................................................... 34
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PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of the 12th day of July, 1999
("Agreement"), by and among American General Life Insurance Company, a Texas
life insurance company ("AGL") (on behalf of itself and its "Separate Account,"
defined below), American General Securities Incorporated, a Texas corporation
("AGSI"), the principal underwriter with respect to the Contracts referred to
below, WM Variable Trust, a Massachusetts business trust (the "Trust"), and WM
Funds Distributor, Inc., a Washington corporation (the "Distributor"), the
Trust's principal underwriter (collectively, the "Parties"),
WITNESSETH THAT:
WHEREAS the Distributor and the Trust desire that shares of the
investment funds of the Trust set forth in Exhibit A to the Agreement (the
"Funds"; reference herein to the "Trust" includes reference to each Fund to the
extent the context requires) be made available by the Distributor to serve as
underlying investment media for those combination fixed and variable annuity
contracts of AGL that are the subject of AGL's Form N-4 registration statements
filed with the Securities and Exchange Commission (the "SEC"), File Nos.
33-57730 and 333-25549 (the "Contracts").
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NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Trust and the Distributor will make shares in the Funds
available to AGL for this purpose at net asset value and with no sales charges,
all subject to the following provisions:
Section 1. Introduction
1.1 Availability of Separate Account Divisions.
AGL represents that American General Life Insurance Company Separate
Account D (the "Separate Account") is and will continue to be available to serve
as an investment vehicle for its Contracts. The Contracts provide for the
allocation of net amounts received by AGL to separate series (the "Divisions";
reference herein to the "Separate Account" includes reference to each Division
to the extent the context requires) of the Separate Account for investment in
the shares of corresponding Funds of the Trust that are made available through
the Separate Account to act as underlying investment media. The Trust may from
time to time add additional Funds, which will become subject to this Agreement,
if they are made available as investment media for the Contracts. The investment
funds of the Trust which are subject to this Agreement are set forth in Exhibit
A to the Agreement. Exhibit A shall be amended from time to time as necessary to
identify all investment funds offered under this Agreement. AGL will not
unreasonably deny any request by the Distributor to create new Divisions
corresponding to such new Funds.
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1.2 Broker-Dealer Registration.
The Distributor and AGSI each represents and warrants that it is
registered as a broker dealer with the SEC under the Securities Exchange Act of
1934, as amended, and is a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD").
Section 2. Processing Transactions
2.1 Timely Pricing and Orders.
The Trust or its designated agent will provide closing net asset value,
dividend and capital gain information for each Fund to AGL at the close of
trading on each day (a "Business Day") on which (a) the New York Stock Exchange
is open for regular trading, (b) the Trust calculates its net asset value and
(c) AGL is open for business. The Trust or its designated agent will use its
best efforts to provide this information by 5:00 p.m., Houston time. AGL will
use these data to calculate unit values, which in turn will be used to process
transactions that receive that same Business Day's Separate Account unit value.
The Separate Account processing will be done the same evening, and corresponding
orders with respect to Trust shares will be placed the morning of the following
Business Day. AGL will use its best efforts to place such orders with the Trust
by 9:00 a.m., Houston time.
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2.2 Timely Payments.
AGL will transmit orders for purchases and redemptions of Trust shares
to the Distributor, and will wire payment for net purchases to a custodial
account designated by the Trust on the same day as the order for Trust shares is
placed, to the extent practicable. Payment for net redemptions will be wired by
the Trust to an account designated by AGL on the same day as the order is
placed, to the extent practicable, and in any event be made within six calendar
days after the date the order is placed in order to enable AGL to pay redemption
proceeds within the time specified in Section 22(e) of the Investment Company
Act of 1940, as amended (the "1940 Act").
2.3 Redemption in Kind.
The Trust reserves the right to pay any portion of a redemption in kind
of portfolio securities, if the Trust's board of trustees (the "Board of
Trustees") determines that it would be detrimental to the best interests of
shareholders to make a redemption wholly in cash.
2.4 Applicable Price.
The Parties agree that orders resulting from purchase payments,
surrenders, partial withdrawals, routine withdrawals of charges, or other
transactions under Contracts will be executed at the net asset values as
determined as of the close of regular trading on the New York Stock Exchange on
the Business Day that AGL processes such transactions, which will be the
Business Day prior to the Distributor's receipt of such orders. All other
purchases and redemptions will be effected at the net asset values next computed
after receipt by the Trust of the order therefor, and such orders will be
irrevocable. AGL hereby elects to reinvest all dividends
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and capital gains distributions in additional shares of the corresponding Fund
at the record-date net asset values until AGL otherwise notifies the Trust in
writing, it being agreed by the Parties that the record date and the payment
date with respect to any dividend or distribution will be the same Business Day.
Section 3. Costs and Expenses
3.1 General.
Except as otherwise specifically provided herein, each Party will bear
all expenses incident to its performance under this Agreement.
3.2 Registration.
The Trust will pay the cost of its registering as a management
investment company under the 1940 Act and registering its shares under the
Securities Act of 1933, as amended (the "1933 Act"), and keeping such
registrations current and effective. AGL will pay the cost of registering the
Separate Account as a unit investment trust under the 1940 Act and registering
units of interest under the Contracts under the 1933 Act and keeping such
registrations current and effective.
3.3 Other (Non-Sales-Related).
As among the Parties, the Trust will bear the costs of preparing, filing
with the SEC and setting for printing the Trust's prospectus, statement of
additional information and any supplements thereto (collectively, the "Trust
Prospectus"), periodic reports to shareholders, Trust
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proxy material and other shareholder communications. AGL will bear the costs of
preparing, filing with the SEC and setting for printing, the Separate Account's
prospectus, statement of additional information and any supplements thereto
(collectively, the "Separate Account Prospectus"), periodic reports to owners,
annuitants or participants under the Contracts (collectively, "Participants"),
voting instruction solicitation material, and other Participant communications.
As among the Parties, the Trust and AGL each will bear the costs of printing and
delivering to existing Participants the documents as to which it bears the cost
of preparation as set forth above in this Section 3.3, it being understood that
reasonable cost allocations will be made in cases where any such Trust and AGL
documents are printed or mailed on a combined or coordinated basis.
3.4 Sales-Related.
Except as may otherwise be agreed to by the Parties relating to an
initial period of time after the Contracts are first offered for sale, the
Distributor or, where required by applicable federal or state law, its designee,
will bear the cost of preparing, printing and distributing all Trust and
Separate Account sales literature and advertising and filing it with the SEC and
NASD, printing and delivering to offerees Trust and Separate Account
Prospectuses, Trust and Separate Account periodic reports and Trust and AGL
sales literature, and placing any advertisements. AGL will bear the cost of
filing any Trust or AGL sales materials with, and obtaining approval from, any
state insurance regulatory authorities, to the extent required.
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3.5 Parties to Cooperate.
The Trust, AGL, AGSI and the Distributor each agrees to cooperate with
the others, as applicable, in arranging to print, mail and/or deliver combined
or coordinated prospectuses or other materials of the Trust and Separate
Account.
Section 4. Legal Compliance
4.1 Tax Laws.
(a) The Trust represents that it will make every effort to qualify and
to maintain qualification of each Fund as a regulated investment company ("RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Trust or the Distributor will notify AGL immediately upon
having a reasonable basis for believing that a Fund has ceased to so qualify or
that it might not so qualify in the future.
(b) AGL represents that it believes, in good faith, that the Contracts
will be treated as annuity contracts under applicable provisions of the Code and
that it will make every effort to maintain such treatment; AGL will notify the
Trust and the Distributor immediately upon having a reasonable basis for
believing that any of the Contracts have ceased to be so treated or that they
might not be so treated in the future.
(c) The Trust represents that it will make every effort to comply and to
maintain each Fund's compliance with the diversification requirements set forth
in Section 817(h) of the Code
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and Section 1.817-5(b) of the regulations under the Code, and the Trust or the
Distributor will notify AGL immediately upon having a reasonable basis for
believing that a Fund has ceased to so comply or that a Fund might not so comply
in the future.
(d) AGL represents that it believes, in good faith, that the Separate
Account is a "segregated asset account" and that interests in the Separate
Account are offered exclusively through the purchase of or transfer into a
"variable contract," within the meaning of such terms under Section 817(h) of
the Code and the regulations thereunder. AGL will make every effort to continue
to meet such definitional requirements, and it will notify the Trust and the
Distributor immediately upon having a reasonable basis for believing that such
requirements have ceased to be met or that they might not be met in the future.
(e) The Trust represents that, under the terms of its investment
advisory agreements with WM Advisors, Inc. (the "Adviser"), the Adviser is and
will be responsible for managing the Trust in compliance with the Trust's
investment objectives, policies and restrictions as set forth in the Trust
Prospectus. The Trust represents that these objectives, policies and
restrictions do and will include operating as a RIC in compliance with
Subchapter M of the Code and Section 817(h) of the Code and regulations
thereunder. The Trust has adopted and will maintain procedures for ensuring that
the Trust is managed in compliance with Subchapter M and Section 817(h) and
regulations thereunder. On request, the Trust shall also provide AGL with such
materials, cooperation and assistance as may be reasonably necessary for AGL or
any person designated by AGL to review from time to time the procedures and
practices of the Adviser, each
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sub-adviser or other provider of services to the Trust for ensuring that the
Trust is managed in compliance with Subchapter M and Section 817(h) and
regulations thereunder.
(f) Whenever any matter (a "Matter") comes to the attention of the Trust
that causes it to believe that any of its Funds was not a RIC in compliance with
Subchapter M of the Code and/or was not in compliance with Section 817(h) of the
Code and the regulations thereunder as of the last day of a calendar quarter,
the Trust shall furnish a report of such Matter immediately to AGL. The Trust
will then take such action as is necessary or appropriate to cure any
noncompliance during a grace period of 30 calendar days after the end of the
calendar quarter covered by the report. If the Trust does not so cure the
noncompliance regarding each affected Fund's status as a RIC, the Trust will
pursue those efforts necessary to enable each affected Fund to qualify once
again for treatment as a RIC in compliance with Subchapter M, including
cooperation in good faith with AGL. If the Trust does not so cure the
noncompliance regarding a Fund's status under Section 817(h), the Trust will
cooperate in good faith with AGL's efforts to obtain a ruling and closing
agreement, as provided in Revenue Procedure 92-95 issued by the Internal Revenue
Service (or any applicable ruling or procedure subsequently issued by the
Internal Revenue Service), that the affected Fund satisfies Section 817(h) for
the period or periods covered by the Actionable Report.
4.2 Insurance and Certain Other Laws.
(a) The Trust will use its best efforts to comply with any applicable
state insurance laws or regulations, to the extent specifically requested in
writing by AGL.
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(b) AGL represents and warrants that (i) it is an insurance company duly
organized, validly existing and in good standing under the laws of the State of
Texas and has full corporate power, authority and legal right to execute,
deliver and perform its duties and comply with its obligations under this
Agreement, (ii) it has legally and validly established and maintains the
Separate Account as a segregated asset account under Article 3.75 of the Texas
Insurance Code, and (iii) the Contracts comply in all material respects with all
other applicable federal and state laws and regulations.
(c) AGL and AGSI represent and warrant that AGSI is a business
corporation duly organized, validly existing, and in good standing under the
laws of the State of Texas and has full corporate power, authority and legal
right to execute, deliver, and perform its duties and comply with its
obligations under this Agreement.
(d) The Distributor represents and warrants that it is a business
corporation duly organized, validly existing, and in good standing under the
laws of the State of Washington and has full corporate power, authority and
legal right to execute, deliver, and perform its duties and comply with its
obligations under this Agreement.
(e) The Distributor and the Trust represent and warrant that the Trust
is a business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts and has full power, authority, and
legal right to execute, deliver, and perform its duties and comply with its
obligations under this Agreement.
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4.3 Securities Laws.
(a) AGL represents and warrants that (i) it has registered the Separate
Account as a unit investment trust in accordance with the provisions of the 1940
Act to serve as a segregated investment account for its variable annuity
contracts, including the Contracts, (ii) the Separate Account does and will
comply in all material respects with the requirements of the 1940 Act and the
rules thereunder, (iii) the Separate Account's 1933 Act registration statement
relating to the Contracts, together with any amendments thereto, will at all
times comply in all material respects with the requirements of the 1933 Act and
the rules thereunder, and (iv) the Separate Account Prospectus will at all times
comply in all material respects with the requirements of the 1933 Act and the
rules thereunder.
(b) The Trust and the Distributor represent and warrant that (i) Trust
shares sold pursuant to this Agreement will be registered under the 1933 Act to
the extent required by the 1933 Act and duly authorized for issuance and sold in
compliance with Massachusetts law, (ii) the Trust is and will remain registered
under the 1940 Act to the extent required by the 1940 Act, and (iii) the Trust
will amend the registration statement for its shares under the 1933 Act and
itself under the 1940 Act from time to time as required in order to effect the
continuous offering of its shares.
(c) The Trust represents and warrants that (i) the Trust does and will
comply in all material respects with the requirements of the 1940 Act and the
rules thereunder, including the exemptive order issued by the Commission as
Release No. IC-22047, which the Trust further
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represents and warrants is applicable to the Trust, (ii) its 1933 Act
registration statement, together with any amendments thereto, will at all times
comply in all material respects with the requirements of the 1933 Act and rules
thereunder, and (iii) the Trust Prospectus will at all times comply in all
material respects with the requirements of the 1933 Act and the rules
thereunder.
(d) The Trust will register and qualify its shares for sale in
accordance with the laws of any state or other jurisdiction only if and to the
extent reasonably deemed advisable by the Trust, AGL or any other life insurance
company utilizing the Trust.
4.4 Notice of Certain Proceedings and Other Circumstances.
The Distributor or the Trust shall immediately notify AGL of (i) the
issuance by any court or regulatory body of any stop order, cease and desist
order, or other similar order with respect to the Trust's registration statement
under the 1933 Act or the Trust Prospectus, (ii) any request by the SEC for any
amendment to such registration statement or Trust Prospectus, (iii) the
initiation of any proceedings for that purpose or for any other purpose relating
to the registration or offering of the Trust's shares, or (iv) any other action
or circumstances that may prevent the lawful offer or sale of Trust shares in
any state or jurisdiction, including, without limitation, any circumstances in
which (x) the Trust's shares are not registered and, in all material respects,
issued and sold in accordance with applicable state and federal law or (y) such
law precludes the use of such shares as an underlying investment medium of the
Contracts issued or to be issued by AGL. The Distributor and the Trust will make
every reasonable effort to prevent the issuance of any stop
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order, cease and desist order or similar order and, if any such order is issued,
to obtain the lifting thereof at the earliest possible time.
4.5 AGL to Provide Documents.
AGL will provide to the Trust one complete copy of all SEC registration
statements, Separate Account Prospectuses, reports, any preliminary and final
voting instruction solicitation material, applications for exemptions, requests
for no-action letters, and all amendments to any of the above, that relate to
the Separate Account or the Contracts, contemporaneously with the filing of such
document with the SEC or other regulatory authorities.
4.6 Trust to Provide Documents.
The Trust will provide to AGL one complete copy of all SEC registration
statements, Trust Prospectuses, reports, any preliminary and final proxy
material, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Trust or its shares,
contemporaneously with the filing of such document with the SEC or other
regulatory authorities.
Section 5. Mixed and Shared Funding
5.1 General.
The Trust may apply for an order exempting it from certain provisions of
the 1940 Act and rules thereunder so that, subject to compliance with Section 17
of this Agreement, the Trust may
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be available for investment by certain other entities, including, without
limitation, separate accounts funding variable life insurance policies, separate
accounts of insurance companies unaffiliated with AGL and trustees of qualified
pension and retirement plans ("Mixed and Shared Funding"). The Parties recognize
that the SEC has imposed terms and conditions for such orders that are
substantially identical to many of the provisions of this Section 5. If the
Trust implements Mixed and Shared Funding, pursuant to such an exemptive order
or otherwise, Sections 5.2 through 5.8 below shall apply, but not otherwise.
5.2 Disinterested Trustees.
The Trust agrees that the Board of Trustees shall at all times consist
of trustees a majority of whom (the "Disinterested Trustees") are not interested
persons of the Adviser or the Distributor within the meaning of Section 2(a)(19)
of the 1940 Act.
5.3 Monitoring for Material Irreconcilable Conflicts.
The Trust agrees that the Board of Trustees will monitor for the
existence of any material irreconcilable conflict between the interests of the
Participants of all separate accounts of life insurance companies utilizing the
Trust, including the Separate Account. AGL agrees to inform the Board of
Trustees of the Trust of the existence of or any potential for any such material
irreconcilable conflict of which it is aware. The concept of a "material
irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder,
but the Parties recognize that such a conflict may arise for a variety of
reasons, including, without limitation:
(a) an action by any state insurance or other regulatory authority;
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(b) 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;
(c) an administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of any Fund are being managed;
(e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract participants or by
participants of different life insurance companies utilizing the
Trust; or
(f) a decision by a life insurance company utilizing the Trust to
disregard the voting instructions of participants.
Consistent with the SEC's requirements in connection with exemptive
proceedings of the type referred to in Section 5.1 hereof, AGL will assist the
Board of Trustees in carrying out its responsibilities by providing the Board of
Trustees with all information reasonably necessary for the Board of Trustees to
consider any issue raised, including information as to a decision by AGL to
disregard voting instructions of Participants.
5.4 Conflict Remedies.
(a) It is agreed that if it is determined by a majority of the members
of the Board of Trustees or a majority of the Disinterested Trustees that a
material irreconcilable conflict exists, AGL and the other life insurance
companies utilizing the Trust will, at their own expense and to the extent
reasonably practicable (as determined by a majority of the Disinterested
Trustees), take
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whatever steps are necessary to remedy or eliminate the material irreconcilable
conflict, which steps may include, but are not limited to:
(i) withdrawing the assets allocable to some or all of the
separate accounts from the Trust or any Fund and reinvesting such
assets in a different investment medium, including another Fund
of the Trust, or submitting the question whether such segregation
should be implemented to a vote of all affected participants and,
as appropriate, segregating the assets of any particular group
(e.g., annuity contract owners or participants, life insurance
contract owners or all contract owners and participants of one or
more life insurance companies utilizing the Trust) that votes in
favor of such segregation, or offering to the affected contract
owners or participants the option of making such a change; and
(ii) establishing a new registered investment company of the type
defined as a "Management Company" in Section 4(3) of the 1940 Act
or a new separate account that is operated as a Management
Company.
(b) If the material irreconcilable conflict arises because of AGL's
decision to disregard Participant voting instructions and that decision
represents a minority position or would preclude a majority vote, AGL may be
required, at the Trust's election, to withdraw the Separate Account's investment
in the Trust. No charge or penalty will be imposed as a result of such
withdrawal. Any such withdrawal must take place within six months after the
Trust gives notice to AGL that this provision is being implemented, and until
such withdrawal the Distributor and Trust shall continue to accept and implement
orders by AGL for the purchase and redemption of shares of the Trust.
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(c) If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to AGL conflicts with the
majority of other state regulators, then AGL will withdraw the Separate
Account's investment in the Trust within six months after the Trust's Board of
Trustees informs AGL that it has determined that such decision has created a
material irreconcilable conflict, and until such withdrawal the Distributor and
Trust shall continue to accept and implement orders by AGL for the purchase and
redemption of shares of the Trust.
(d) AGL agrees that any remedial action taken by it in resolving any
material irreconcilable conflict will be carried out at its expense and with a
view only to the interests of Participants.
(e) For purposes hereof, a majority of the Disinterested Trustees will
determine whether or not any proposed action adequately remedies any material
irreconcilable conflict. In no event, however, will the Trust or the Distributor
be required to establish a new funding medium for any of the Contracts. AGL will
not be required by the terms hereof to establish a new funding medium for any of
the Contracts if an offer to do so has been declined by vote of a majority of
Participants materially adversely affected by the material irreconcilable
conflict.
5.5 Notice to AGL.
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The Trust will promptly make known in writing to AGL the Board of
Trustees' determination of the existence of a material irreconcilable conflict,
a description of the facts that give rise to such conflict and the implications
of such conflict.
5.6 Information Requested by Board of Trustees.
AGL and the Trust will at least annually submit to the Board of Trustees
of the Trust such reports, materials or data as the Board of Trustees may
reasonably request so that the Board of Trustees may fully carry out the
obligations imposed upon them by the provisions hereof, and said reports,
materials and data will be submitted at any reasonable time deemed appropriate
by the Board of Trustees. All reports received by the Board of Trustees of
potential or existing conflicts, and all Board of Trustees actions with regard
to determining the existence of a conflict, notifying life insurance companies
utilizing the Trust of a conflict, and determining whether any proposed action
adequately remedies a conflict, will be properly recorded in the minutes of the
Board of Trustees or other appropriate records, and such minutes or other
records will be made available to the SEC upon request.
5.7 Compliance with SEC Rules.
If, at any time during which the Trust is serving an investment medium
for variable life insurance policies, 1940 Act Rules 6e-3(T) or, if applicable,
6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with
respect to mixed and shared funding, the Parties agree that they will comply
with the terms and conditions thereof and that the terms of this Section 5
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