EXHIBIT (h)(2)(c)
ORGANIZATINAL AGREEMENT FOR THE
MUTUAL BENEFIT LIFE INSURANCE COMPANY
ORGANIZATIONAL AGREEMENT AMONG
THE SPECIALTY MANAGERS TRUST
AND
SPECIALTY ADVISORS CORP.
AND
THE MUTUAL BENEFIT LIFE INSURANCE COMPANY
Agreement dated as of May 21, 1990, (the "Agreement"),
by and among The Specialty Managers Trust ("Trust"), Variable
Advisors Corp. ("Advisors Corp.") and The Mutual Benefit Life
Insurance Company ("MBL"), on its own behalf and on behalf of
Mutual Benefit Variable Contract Account - 11 ("Account").
WHEREAS, MBL is a mutual life insurance company incorporated
under the laws of the State of New Jersey; and
WHEREAS, the Account is registered as a unit investment
trust under the Investment Company Act of 1940 ("1940 Act") and
interests in the Policies, as hereinafter defined, are registered
under the Securities Act of 1933 ("1933 Act"); and
WHEREAS, the Trust is registered as an open-end management
investment company under the 1940 Act, and shares of the
portfolios of the Trust are registered under the 1933 Act, and
the Trust will initially consist of seven separate series and is
authorized to create additional series in the future; and
WHEREAS, shares of the series of the Trust shown on Exhibit
A ("Series") will be sold to the Account to fund benefits under
variable annuity contracts (collectively "Policies") to be issued
by MBL through the Account after the Trust's Registration
Statement is declared effective by the Securities and Exchange
Commission ("SEC"); and
WHEREAS, Advisors Corp. will act as the Trust's Manager,
pursuant to a Management Agreement, a copy of which is attached
hereto as Exhibit B, entered into by Advisors Corp. and the
Trust; and
WHEREAS, Advisors Corp. is, and for the duration of this
Agreement, will remain if required by applicable law, duly
registered as an investment adviser under the Investment
Advisers Act of 1940.
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NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants hereinafter set forth, the parties
hereby agree as follows:
1. Advisors Corp. and the Trust will take all such actions
as are necessary to permit the sale, redemption and
exchange of the shares of each Series of the Trust for
the shares of any other Series of the Trust to the
Account including, but not limited to, organization of
the Trust, as a Massachusetts business Trust and
registration of the Trust under the 1940 Act and
registration of the shares of each Series under the 1933
Act. Advisors Corp. and the Trust shall amend the
Registration Statement for the Trust from time to time
as required in order to effect the continuous offering
of shares of each Series of the Trust. The Trust's
responsibility to make shares of the Series available to
the Account shall be governed by the Settlement
Agreement among the Trusts, the Account and Western
Capital Financial Group.
2. Advisors Corp. will pay, on behalf of the Trust, all
expenses of the Trust incurred on or prior to the
commencement of operations of the Trust, including, but
not limited to, legal fees, auditing fees, SEC
registration fees, and organizational fees, that are
determined to be "organization costs" of the Trust (the
"Organizational Costs").
3. Such Organizational Costs will be recovered by Advisors
Corp. from the Trust over a period not more than five
years.
4. The parties agrees that MBL shall not be required to
invest any "seed money" in the Trust.
5. With respect to any of the Policies funded by the
Account, MBL agrees that MBL will take all necessary
steps to ensure that any contract described in its
prospectus as an annuity and funded by the Account will
qualify as an annuity under Section 72 of the Internal
Revenue Code of 1986, as amended (the "Code").
6. MBL represents and warrants: (1) that it will take all
necessary steps to ensure that the Policies will be registered
under the 1933 Act during the term of this Agreement; (2) that
the Policies will be issued in compliance with all applicable
federal and state laws; (3) that it shall amend the Registration
Statement respecting the Policies from time to time as required
to effect the continuous offerings of the Policies; (4) that it
is an insurance company duly organized and in
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good standing under New Jersey law; (5) that it has
established the Account as a duly organized, validly
existing segregated asset account, established by
resolutions of its Board of Directors; and (6) that the
Account is, and will be during the term of this
Agreement, a duly registered unit investment trust under
the 1940 Act to serve as segregated investment account
for the Policies. MBL will pay all expenses in
connection with organizing the Account, developing the
Policies and preparing and filing with the SEC a
Registration Statement for the Policies, obtaining
authorizations to offer the Polices in the various
states and other initial expenses associated with the
Policies.
7. MBL shall vote shares of each Series of the Trust held
in the Account or a division thereof at regular and
special meetings of the Trust in accordance with
instructions timely received by MBL (or its designated
agent) from owners of Policies funded by the Account or
division thereof having a voting interest in the Series.
MBL shall vote shares of a Series of the Trust held in a
the Account or a division thereof that are attributable
to the Policies as to which no timely instructions are
received, as well as shares not attributable to the
Policies and owned beneficially by MBL in the same
proportion as the votes cast by owners of the Policies
funded by that Variable Account or division thereof
having a voting interest in the Series from whom
instructions have been timely received. MBL shall vote
shares of each Series of the Trust held in its general
account, if any, in the same proportion as the votes
cast with respect to shares of the Series held in all
the Variable Accounts of MBL or divisions thereof, in
the aggregate. In the event of a shareholder meeting,
MBL agrees to provide the Trust and/or Advisors Corp.
with a list of the names and addresses of owners of the
Policies within five (5) days of receipt of a written
request for such list. The party requesting such list
shall bear the reasonable cost incurred by MBL in
preparing and providing such list, which shall be paid
upon delivery of the list. MBL further agrees to
provide notice to the Trust and to Advisors Corp. if MBL
or an affiliate has reason to know about a meeting of
owners of the Policies or shareholders of the Trust.
The trust agrees to bear all costs associates with the
preparation of its proxy statement, and agrees to
reimburse MBL for costs, if any, incurred by MBL in
connection with the printing, mailing, and solicitation
of the proxies and proxy statements.
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8. Advisors Corp. and the Trust will use reasonable efforts
to manage each Series of the Trust so that each such
Series will qualify as a "Regulated Investment Company"
under Subchapter M of the Code and will use reasonable
efforts to maintain such qualification and will notify
MBL immediately upon having a reasonable basis for
believing that the Trust (or any Series thereof) has
ceased to so qualify or might not so qualify in the
future. MBL shall also notify the Trust and Advisors
Corp. immediately upon having a reasonable basis for
believing that the Trust (or any Series thereof) has
ceased to qualify as a Regulated Investment Company or
might not so qualify in the future, PROVIDED HOWEVER,
that MBL's agreement to notify Advisors Corp. and the
Trust with respect to any matter contained in this
paragraph will in no way alleviate or relieve Advisors
Corp.'s and the Trust's responsibility under this
Section 8.
9. Advisors Corp. and the Trust will take all necessary
steps to ensure that the Trust (and each Series thereof)
will comply with the diversification provisions of
Section 817(h) of the Code and the regulations issued
thereunder relating to the diversification requirements
for variable annuity contracts and any prospective
amendments or other modifications to Section 817 or
regulations thereunder and will notify MBL immediately
upon having a reasonable basis for believing that the
Trust (or any Series thereof) has ceased to comply.
MBL shall notify the Trust and Advisors Corp.
immediately upon having a reasonable basis for believing
that the Trust (or any Series thereof) has ceased to
comply with the diversification provisions of Section
817(h) of the Code or the regulations issued thereunder
and any prospective amendments or other modifications to
Section 817 or regulations thereunder, PROVIDED HOWEVER,
that MBL's agreement to notify Advisors Corp. and the
Trust with respect to the above matter contained in this
Section 9 will in no way alleviate or relieve Advisors
Corp.'s and the Trust's responsibility under this
Section 9.
MBL shall promptly notify the Trust and Advisors Corp.
of any pertinent changes, modifications to, or
interpretations of Section 817(h) of the Code and the
regulations issued thereunder and any successor thereto,
or any prospective amendments or other modifications to
Section 817 or regulations thereunder.
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For purposes of monitoring whether the Trust and the
Account are eligible for the start-up period during
which the Account shall be considered to be adequately
diversified under paragraph (c)(2)(i) of Tres. Reg.
1.817-5 (or any successor thereto), MBL shall monitor
amounts allocated to the Account or (divisions thereof)
("Allocated Amounts") by owners of Policies funded by
the Account (or divisions thereof) during the first year
after any amount received under one of the Policies is
first allocated to the Account (or division thereof)
("First Year") to ensure that no more than thirty (30)
percent of the amount allocated to the Account (or
division thereof), as of any date during such year, is
attributable to premium an investment income that was
received more than one year before such date (the
percentage of such Allocated Amount being referred to
hereafter as the "Old Money Percentage"). For this
purpose, premium income and investment income shall be
treated as received as provided in Tres. Reg. 1.817-5(T)
(or any successor thereto) or other applicable law and
determinations under this provision shall be made
consistent with Tres. Reg. 1.817-5(c)(2) or any
successor thereto.
MBL will notify Advisors Corp. immediately in the event
that the Old Money Percentage equals or exceeds twenty
(20) percent as of any date during the First Year,
determined as prescribed above; and in the event that
the Old Money Percentage equals or exceeds thirty (30)
percent during the First Year, shall notify Advisors
Corp. and the Trust immediately and advise such parties
that the Account shall no longer be considered
adequately diversified during the First Year under
paragraph (c)(2)(i) of Regulation 1.817-5. MBL agrees
that Advisors Corp. and the Trust shall not be liable
for failure to meet their responsibilities under this
Section 9 during the First Year if MBL fails to comply
with the monitoring and notice responsibilities
specified in this Section 9.
10. The Trust and Advisors Corp. agree that separate
accounts of MBL and of other insurance companies
acceptable to the Trust and Advisors Corp. will have the
right to purchase and sell shares of the Series of the
Trust.
11. Advisors Corp. and the Trust will provide MBL and its
auditors with any information it may reasonable request,
and with access to such books and records that relate to
the ordinary operating expenses of the Trust.
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12. The Trust will not sell or permit the sale of shares of the
Trust to separate accounts of life insurance companies that are
not affiliates of MBL without first obtaining an appropriate
exemptive order from the SEC, unless the rules under the 1940 Act
are amended to permit "shared funding" without first obtaining
individual exemptive relief. With respect to serving as the
common investment vehicle for (1) both variable annuity contracts
and variable life insurance policies, or (2) for variable life
insurance policies of one insurer and variable life insurance
policies and/or variable annuity contracts of another insurer,
the parties agree to comply with any conditions imposed under any
exemptive order issued by the Securities and Exchange Commission,
or as specified in Rule 6e-2 or Rule 6e-3(T) under the 1940 Act
or, if permanently adopted, Rule 6e-3, as amended, whichever is
applicable.
13. Each party hereto shall cooperate with each other party and
all appropriate governmental authorities having jurisdiction
(including without limitation the SEC, the NASD and state
insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
MBL agrees that neither it nor any of its affiliates
shall give any information or make any representations
or statements on behalf of the Trust or concerning the
Trust in connection with the offer or sale of the
Policies other than the information or representations
contained in the Registration statement for the Trust's
shares, as such Registration Statement may be amended or
supplemented from time to time, or in reports or proxy
statements for the Trust, or in sales literature or
other promotional material approved by the Trust or
Advisors Corp., except with the written permission of
the Trust or Advisors Corp.
Advisors Corp. agrees that neither it nor any of its
affiliates shall give any information or make any
representations or statements on behalf of the Policies
or concerning the Policies in connection with their
offer or sale other than the information or
representations contained in the Registration Statement
for the Account, as such Registration Statement may be
amended or supplemented from time to time, or in reports
for the Polices or in sales literature or other
promotional material approved by MBL or its affiliates,
except with the written permission of MBL or its
affiliates.
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14. No later than 15 working days prior to filing with the SEC:
(a) any post-effective amendment to the Trust's registration
statement, (b) an application for exemption, (c) a request for a
no-action letter, or, (d) any special request or amendment, ((a),
(b), (c), and (d) collectively referred to as "Trust
document(s)"), the Trust shall forward a draft of the Trust
document, marked to show changes, to MBL for MBL's review. MBL
shall complete its review and send comments to the Trust within 5
working days of receipt of such draft. Following receipt of
such comments, the Trust shall promptly discuss the comments with
MBL, and will promptly transmit to MBL a draft of any further
changes to the Trust document via facsimile transmission,
messenger or overnight express mail, prior to filing with the
SEC.
No later than 15 working days prior to filing with the
SEC: (a) any post-effective amendment to the
registration statement of the Account, (b) an
application for exemption, (c) a request for a no-action
letter, or (d) any special request or amendment ((a),
(b), (c), and (d), collectively referred to as "MBL
document(s)"), MBL shall forward a draft of the MBL
document, marked to show changes, to the Trust for the
Trust's review. The Trust shall complete its review and
send comments to MBL within 5 working days of receipt of
such draft. Following receipt of such comments, MBL
shall promptly discuss the comments to the Trust a draft
of any further changes to the MBL document via facsimile
transmission, messenger, or overnight express mail,
prior to the filing with the SEC.
15. (a) Subject to the limitations of subparagraphs (b)and (c)
of this Section 17 of this Agreement, Advisors Corp.
agrees to indemnify and hold harmless MBL and each of
its directors, officers, and employees and each person,
if any, who controls MBL within the meaning of Section
15 of the 1933 Act (collectively, the "Indemnified
Parties") against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with
the written consent of Advisors Corp.) or litigation
expenses (including legal and other expenses) to which
the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities, or expenses (or
actions in respect thereof) or settlements are related
to the operation of the Trust, and; (i) arise as a
result of any failure by Advisors Corp. to provide the
services and furnish the materials under the terms of
this Agreement to which it is subject (including a
failure to meet its responsibilities under Sections 8
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and 9 of this Agreement); or (ii) arise out of or result
from any material breach of any representation or
warranty made by Advisors Corp. in this Agreement or
arise out of or result from any other material breach of
this Agreement by Advisors Corp.
(b) Advisors Corp. shall not be liable under Section
15(a) of this Agreement with respect to any losses,
claims, damages, liabilities, or litigation expenses to
which an Indemnified Party would otherwise be subject by
reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of
such Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to MBL or the
Account, whichever is applicable.
(c) Advisors Corp. shall not be liable under Section
15(a) of this Agreement with respect to any claim made
against an Indemnified Party unless such Indemnified
Party shall have notified Advisors Corp. in writing
within a reasonable time after the summons or other
first legal process giving the information of the nature
of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall
have received notice of such service on any designated
agent), but failure to notify Advisors Corp. of any such
claim shall not relieve Advisors Corp. from any
liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on
account of Section 15(a) of this Agreement. In case any
action is brought against the Indemnified Parties,
Advisors Corp. will be entitled to participate, at its
own expense, in the defense thereof. Advisors Corp. also
shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action,
and, after notice to such party Advisors Corp.'s
election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional
counsel retained by it, Advisors Corp. shall 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.
(d) Subject to the limitations of subparagraphs (e) and (f) of
this Section 15 of this Agreement, the Trust agrees to indemnify
and hold harmless MBL and each of its directors, officers, and
employees and each person, if any, who controls MBL within the
meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties") against any and all losses, claims,
damages,
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liabilities (including amounts paid in settlement
with the written consent of the Trust) or litigation
expenses (including legal and other expenses) to which
the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities, or expenses (or
actions in respect thereof) or settlements are related
to the operation of the Trust, and; (i) arise as a
result of any failure of the Trust to provide the
services and furnish the materials under the terms of
this Agreement to which it is subject (including a
failure to meet its responsibilities under Sections 8
and 9 of this Agreement); or (ii) arise out of or result
from any material breach of any representation or
warranty made by the Trust in this Agreement or arise
out of or result from any other material breach of this
Agreement by the Trust.
(e) The Trust shall not be liable under Section 15(d)
of this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to MBL or the
Account, whichever is applicable.
(f) The Trust shall not be liable under Section 15(d)
of this Agreement with respect to any claim made against
an Indemnified Party unless such Indemnified Party shall
have notified the Trust in writing within a reasonable
time after the summons or other first legal process
giving the information of the nature of the claim shall
have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of
such service on any designated agent), but failure to
notify the Trust of any such claim shall not relieve the
Trust from any liability which it may have to the
Indemnified Party against whom such action is brought
otherwise than on account of Section 15(d) of this
Agreement. In case any action is brought against the
Indemnified Parties, the Trust will be entitled to
participate, at its own expense, in the defense thereof.
The Trust also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in
the action, and, after notice to such party the Trust's
election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any
additional counsel retained by it, Advisors Corp. shall
not be liable to such party under this Agreement for any
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legal or other expenses subsequently incurred by
such party independently in connection with the defense
thereof other than reasonable costs of investigation.
16. (a) Subject to the limitations of subsections (b) and (c) of
this Section 16, MBL agrees to indemnify and hold
harmless Advisors Corp. and the Trust and each of its
trustees, directors, officers, and employees and each
person, if any, who controls Advisors Corp. or the Trust
within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of
MBL) or litigation expenses (including legal and other
expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise,
insofar as such losses, claims, damages, liabilities, or
expenses (or actions in respect thereof) or settlements
are related to the operation of the Account or the
Trust, and: (i) arise as a result of any failure of MBL
or any of its affiliates to provide the services and
furnish the materials under the terms of this Agreement
(including a failure to meet its responsibilities under
Sections 5 and 9 of this Agreement); or (ii) arise out
of or result from any material breach by MBL or any of
its affiliates of any representation or warranty made by
MBL in this Agreement or arise out of or result from any
other material breach of this Agreement by MBL or any of
its affiliates.
(b) MBL shall not be liable under Section 16 of this
Agreement with respect to any losses, claims, damages,
liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Advisors Corp. or
the Trust, whichever is applicable.
(c) MBL shall not be liable under Section 16 of this Agreement
with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified MBL in writing
within a reasonable time after the summons or other first legal
process giving the information of the nature of the claim shall
have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on
any designated agent), but failure to notify MBL of any such
claim shall not relieve MBL or its affiliates from any liability
which it may have to the
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Indemnified Party against whom such action is brought
otherwise than on account of Section 16. In case any
action is brought against the Indemnified Parties, MBL
will be entitled to participate, at its own expense, in
the defense thereof. MBL also shall be entitled to
assume the defense thereof, with counsel satisfactory to
the party named in the action, and, after notice to
such party MBL's election to assume the defense thereof,
the Indemnified Party shall bear the fees and expenses
of any additional counsel retained by it, MBL shall 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.
17. Each party to this Agreement agrees to promptly notify
the other parties of the commencement of any litigation
or proceedings against it or any of its officers,
trustees, directors or employees in connection with this
Agreement, the issuance or sale of the Policies, the
operation of the Account, or the sale or acquisition of
shares of the Trust.
18. This Agreement may be terminated without cause by any of the
parties upon giving one hundred and twenty (120) days' written
notice of the other parties, PROVIDED HOWEVER, that if any party
fails to carry out its responsibilities enumerated under this
Agreement in any material respect, the other parties shall have
the right to terminate this Agreement within sixty days of
notification to the party so failing to carry out its
responsibilities, and further provided, in the event the Trust is
made available to separate accounts of insurance companies other
than MBL, that if a majority of the disinterested Trustees
determine that an irreconcilable material conflict exists among
the interests of contract owners and policyowners of segregated
asset accounts or the interests of persons for which the Trustees
are required to monitor under the conditions referred to in
Section 12 of this Agreement, then any party shall have the right
to terminate this Agreement immediately. Upon termination of
this agreement, all authorizations, rights and obligations under
this Agreement, except for the provisions contained in Sections
15 and 16 hereof, shall cease.
This Agreement shall terminate upon the termination of
the "Variable Life and Annuity Agreement" between MBL
and the Golden Financial Group, Inc. ("GFG"), dated May
31, 1989, whereby GFG is to provide certain services to
MBL with regard to the design, regulatory approval and
administrations of the Policies.
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This Agreement shall also terminate:
(i) at the option of MBL upon the institution
of formal proceedings against the Trust,
Advisors Corp. or an affiliate by the NASD, the
SEC, or any state securities or insurance
department of any other regulatory body
provided that MBL determines in good faith, in
MBL's sole judgment, that such institution
will have a material adverse impact on the
Trust's, Advisors Corp.'s or the affiliate's
ability to perform its obligations under this
Agreement; or
(ii) at the option of the Trust or Advisors
Corp. upon the institution of formal
proceedings against MBL brought by the NASD,
the SEC, or any formal proceedings involving a
material matter brought by any state securities
or state insurance department or any other
regulatory body regarding MBL provided that the
Trust or Advisors Corp. determines in good
faith, in its sole judgment, that such
institution will have a material adverse impact
on MBL's ability to perform its obligations
under this Agreement; or
(iii) at the option of either the Trust,
Advisors Corp. or MBL, upon the filing of a
voluntary or involuntary petition in
bankruptcy, or any equivalent state court
proceeding, concerning any party, or upon
appointment of a receiver by a regulatory body
having appropriate jurisdiction over any party,
or upon the occurrence of any party's failing
to meet the minimum net capital requirements,
if any, applicable to it under appropriate
insurance or securities laws; or
(iv) at the option of the Trust, Advisors
Corp., or MBL if the Management Agreement
between the Trust and its Manager is
terminated, or the Organizational Agreement
among MBL, the Trust and the Trust's Manager
terminates, or the Settlement Agreement among
MBL, the Trust and Western Capital Financial
Group terminates.
19. Unless earlier terminated pursuant to Section 18 hereof,
this Agreement shall remain in effect for a one year
period beginning on its date of execution and will
continue thereafter in effect from year to year. Upon
termination of this Agreement, all authorizations,
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rights and obligations impose on the parties under this
Agreement except for the indemnification provisions
contained in Section 15 and 16 above shall cease. The
parties further agree that in the event of a termination
of this Agreement, each party shall cooperate with the
other parties to ensure that existing policyowners will
not suffer any adverse consequences resulting from such
termination.
20. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws
of the State of New York.
21. This Agreement shall be subject to the provisions of the
1933 Act, the Securities Exchange Act of 1934 and the
1940 Act and the rules, regulations and rulings
thereunder, including such exemptions from those
statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted an construed in
accordance therewith. The term "affiliate" as used in
this Agreement shall mean an "affiliated person" as
defined in Section 2(a)(3) of the 1940 Act. This
Agreement may not be assigned by any party without the
written consent of the other parties to this Agreement.
22. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby.
23. Any notice shall be sufficiently given when sent by
registered or certified mail to the other parties at the
address of such parties set forth below or at such other
address as such party may from time to time specify in
writing to the other parties:
To: The Mutual Benefit Life Insurance Company
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000-0000
Attn: Xxxxx X. Xxxxxxxx
Vice President and Deputy General Counsel
To: The Specialty Managers Trust
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
with a copy to
Xxxxxxx X. Xxxxxx
Dechert Price & Xxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
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To: Specialty Advisors Corp.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
24. The rights remedies and obligations contained in this
Agreement are cumulative and are in addition to any and
all rights, remedies and obligations, at law or in
equity, which the parties hereto are entitled to under
state or federal laws.
25. A copy of the Trust's Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts.
The Declaration of Trust has been executed on behalf of
the Trust by certain Trustees in their capacity as
Trustees of the Trust and not individually. The
obligations of this Agreement shall be binding upon the
assets and property of the Trust and shall not be
binding upon any Trustee, Officer, employee or
shareholder of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
THE SPECIALTY MANAGERS TRUST
By: /s/Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
President
Attest: /s/Xxxxxxxx X. Xxxxxxxxxxx
-------------------------
Name: X.X. Xxxxxxxxxxx
Title: Vice President
SPECIALTY ADVISORS CORP.
By: /s/Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
President
Attest: /s/Xxxxxxxx X. Xxxxxxxxxxx
-------------------------
Name: X.X. Xxxxxxxxxxx
Title: Vice President
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THE MUTUAL BENEFIT LIFE INSURANCE COMPANY
By: /s/Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
Senior Vice President
Attest: /s/Xxxxx X. Xxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxx
Vice President and Deputy General Counsel
THE MUTUAL BENEFIT LIFE INSURANCE COMPANY
on behalf of the Account
By: /s/Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Senior Vice President
Attest: /s/Xxxxx X. Xxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxx
Vice President and Deputy General Counsel
16
EXHIBIT A
TO
ORGANIZATIONAL AGREEMENT AMONG
THE SPECIALTY MANAGERS TRUST
and
VARIABLE ADVISORS CORP.
and
THE MUTUAL BENEFIT LIFE INSURANCE COMPANY
Multiple Allocation Series
Fully Managed Series
Limited Maturity Bond Series
Natural Resources Series
Real Estate Series
All-Growth Series
Liquid Asset Series
