Exhibit (11)(d)
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Sublicense Agreement by and among PFL Life Insurance Company, First Trust
Advisors L.P. and Dow Xxxxx & Company, Inc.
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
June 15, 1998, is made by and among PFL Life Insurance Company, on behalf of
PFL Endeavor Target Account, a separate account established by the Board of
Directors of PFL Life Insurance Company (the "Sublicensee"), First Trust
Advisors, L.P. ("Licensee") and Dow Xxxxx & Company, Inc. ("Licensor").
WHEREAS, pursuant to that certain License Agreement, dated as of November
11, 1997, by and between Licensor and Licensee (the "License Agreement"),
Licensor has granted Licensee a license to use certain copyright, trademark and
proprietary rights and trade secrets of Licensor (the "Dow Xxxxx Marks") in
connection with the issuance, distribution, marketing and/or promotion of the
specific products described in Appendix A attached hereto and incorporated
herein (the "Products");
WHEREAS, Sublicensee wishes to issue and/or sell the Products and to use
and refer to the Dow Xxxxx Marks in connection with the marketing and promotion
of the Products; and
WHEREAS, all capitalized terms used herein shall have the meanings assigned
to them in the License Agreement unless otherwise defined herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereto agree as follows:
1. License. Pursuant to Section l(d) of the License Agreement, Licensor
hereby grants to Sublicensee a non-exclusive and non-transferable sublicense to
use the Dow Xxxxx Marks in connection with the issuance, distribution, marketing
and/or promotion of the specific Products described in Appendix A hereto.
2. Term. The term of the Sublicense Agreement (the "Sublicense Term")
shall commence as of the effective date set forth above and shall remain in full
force and effect for the term of the License Agreement unless (i) terminated
earlier automatically upon termination of the Investment Advisory Agreement
dated June 15, 1998 between Licensee and Endeavor Investment Advisors, or (ii)
extended upon the mutual consent of all three (3) parties hereto.
3. Sublicensee Obligations. The Sublicensee acknowledges that it has
received and read a copy of the License Agreement (excluding Schedule B) and
agrees to be bound to Licensor and Licensee under this Agreement as if
Sublicensee were the Licensee under the License Agreement by all of the
provisions therein including without limitation, all of the provisions imposing
any obligations on the Licensee (including without limitation the
indemnification obligations in Section 9) insofar as such provisions relate to
or such obligations arise out of or relate to the Products to be issued,
marketed and/or sold by the Sublicensee as described in Appendix A to the
License Agreement,
other than the obligation to pay the License Fees imposed by Section 3 of the
License Agreement which shall be paid by Licensee.
4. Sublicensee as Principal. Sublicensee agrees that its obligations
under the License Agreement pursuant to Section 4 hereof are as a principal and
shall be unaffected by any defense or claim that Licensee may have against
Licensor.
5. Governing Law. This Sublicense Agreement shall be construed in
accordance with the laws of the State of New York without reference to or
inclusion of the principles of choice of law or conflicts of law of that
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
PFL LIFE INSURANCE COMPANY,
on behalf of PFL Endeavor Target Account
/s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx X. Xxxxxxx
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Title: VP & Actuary
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FIRST TRUST ADVISORS, L.P.
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By: /s/ [illegible]
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Title:
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DOW XXXXX & COMPANY, INC.
/s/ Xxxxx X. Morn
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By: Xxxxx X. Morn
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Title: Vice President
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