FUND PARTICIPATION AGREEMENT
This Agreement entered into this ____ day of ________, 1992 between Security
First Life Insurance Company ("Insurer"), an insurance company organized under
the Delaware Insurance Code Security First Life Separate Account A ("Separate
Account"), a segregated asset account established by Insurer pursuant to the
Delaware Insurance Code X. Xxxx Price Growth Stock Fund, (the "Fund") an
open-end management investment company (or series thereof) organized under the
laws of the State of Maryland X. Xxxx Price Investment Services Inc. ("Fund
Distributor") and Security First Financial Inc. ("First Financial"), a Delaware
corporation.
WITNESSETH:
WHEREAS the Insurer intends to issue combination fixed and variable annuity
or variable annuity contracts or certificates (the "Contracts) through the
Separate Account; and
WHEREAS, First Financial has contracted to serve as the Distributor of the
Contracts issued by Insurer through the Separate Account; and
WHEREAS, it is the desire of the parties that shares of the Fund be acquired
by the Separate Account to fund one or more of the series of the Separate
Account pursuant to the terms of the Contracts.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and conditions set forth herein, Insurer, the Separate Account, the Fund, the
Fund Distributor and First Financial hereby agree as follows:
1. The Contracts funded through the Separate Account will provide for the
allocation of net amounts in the various series of the Separate Account for
investment in the shares of the Fund, the shares of which Fund will underlie
one series. The selection of a particular Separate Account series is to be made
by the contractholder, and such selection may be changed in accordance with the
terms of the Contracts.
2. No representation is made as to the number or amount of such Contracts to
be sold. Insurer and First Financial will make reasonable efforts to market
such Contracts and will comply with all applicable Federal or state laws in
connection therewith.
3. The Fund, or any such other agency as specified by the Fund, will provide
closing net asset valued dividend information, and capital gain information at
the close of trading on the New York Stock Exchange each business day, to
Insurer. The Fund will establish an account for transactions within the
Separate Account. In accordance with procedures agreed upon between the Fund
and the Insurer, orders by Insurer for the Separate Account will be placed
separately and will be sent no later than 10:00 a.m. EST the morning of the
business day following receipt by Insurer (provided such orders are received by
Insurer at the close of trading for the Fund), directly to the Fund, or its
specified agent. Payment for net purchases will be wired to a custodial account
designated by the Fund, so as to coincide with the order for Fund shares.
Likewise, payment for orders for liquidation of shares of the Fund will be
wired from the Fund's custodial account to an account designated by Insurer.
The Fund will
execute orders at the net asset value as determined as of the close of trading
on the day of receipt of such orders by Insurer. Dividends and capital
distributions shall be reinvested in additional shares at the ex-date net asset
value.
4. The Fund Distributor hereby appoints the Insurer as its agent for the
sole purpose of accepting orders for the purchase and sale of Fund shares
resulting from the receipt of purchase payments from contractholders, in the
case of purchases, or the receipt of surrender or annuitization requests from
contractholders in the case of sales. Purchases and sales shall be effected in
accordance with the Fund prospectus and the requirements of the Investment
Company Act of 1940, as amended, and the Insurer shall be responsible for
promptly notifying the Fund of the number of shares purchased or sold, the date
and time of the transaction, and such other information as shall be requested
by the Fund.
5. Transfer of the Fund shares will be by book entry only. No stock
certificates will be issued to the Separate Account. Shares ordered from the
Fund will be recorded in an appropriate title for the corresponding Series of
the Separate Account by Insurer.
6. The Fund shall furnish notice promptly to Insurer of any dividend or
distribution payable on their shares. All of such dividends and distributions
as are payable on the Fund shares in the title for the corresponding series of
the Separate Account shall be automatically reinvested in additional shares of
the Fund. The Fund shall notify Insurer of the number of shares so issued.
7. The Fund shall see to it that all their shares are registered and
authorized for issue in accordance with applicable Federal and state laws prior
to their purchase for the Separate Account.
8. Insurer will distribute all proxy material furnished by the Fund and will
vote Fund shares in accordance with instructions received from the
Contractowners of such Fund shares. Insurer shall vote the Fund shares for
which no instructions have been received in the same proportion as Fund shares
for which said instructions have been received from Contractowners. Insurer and
its agents will in no way recommend action in connection with or oppose or
interfere with the solicitation of proxies for the Fund shares held for such
Contractowners. Insurer will provide to the Fund a list of Contractowners and
their addresses upon written notice from any officer or director of the Fund.
Such information will be used for proxy purposes only.
9. Insurer, Separate Account and First Financial shall not be responsible
for any expenses of the Fund incident to the performance by the Fund under this
Agreement. Insurer shall bear none of the expenses for the cost of registration
of the Fund's share, preparation of the Fund's prospectuses, proxy materials
and reports, the distribution of such items to each Participant who has
allocated net amounts to the Separate Account, the preparation of all
statements and notices required by any Federal or state law and all taxes on
the issue or transfer of the Fund's shares subject to this Agreement.
10. Insurer and First Financial shall make no representations concerning the
Fund or Fund's shares except those contained in the then current prospectuses
of the Separate Account and the Fund and in printed information subsequently
issued on behalf of the Fund as supplemental to such prospectuses. Advertising
and sales literature with respect to the Fund prepared by Insurer or its agents
for use in marketing its Separate Account will be submitted to Fund Distributor
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for approval, which approval shall not be unreasonably withheld, before such
material is submitted to any state or federal or self regulatory agency for
review or is otherwise used.
11. This Agreement shall terminate:
a. at the option of Insurer, First Financial or the Fund upon six months
advance written notice to other;
b. at the option of Insurer if the Fund's shares are not reasonable
available to meet the requirements of the Contracts as determined by
Insurer. Prompt notice of election to terminate shall be furnished by
Insurer;
c. at the option of Insurer upon institution of formal proceedings
against First Financial or the Fund by the National Association of
Securities Dealers or the Securities and Exchange Commission;
d. upon requisite vote, if any, of the contractholders and group contract
participants having an interest in the Separate Account to substitute the
shares of another investment company for the shares of the Fund in
accordance with the terms of the Contracts for which Fund shares have been
selected to serve as the underlying investment medium. Insurer will give 30
days' prior written notice to the Fund of the date of any proposed vote to
replace its shares;
e. upon assignment of this Agreement unless made with the written consent
of the parties hereto;
f. in the event the Fund's shares are not registered, issued or sold in
accordance with applicable state and/or Federal law or such law precludes
the use of such shares as the underlying investment medium of the Contracts
issued or to be issued by Insurer. Prompt notice shall be given by each
party to all other parties in the event that the conditions stated in this
subsection (f) or in any subsection of this Section 10 should occur.
12. Insurer and the Separate Account each agree to indemnify the Fund and
the Fund Distributor and each of their directors, officers, employees and
agents in respect of, and hold the each of them harmless against, any and all
losses, damages, claims or liabilities resulting from or relating to the
performance of the duties and obligations of the Insurer and the Separate
Account hereunder or resulting from or relating to conduct, statements or
representations (other than statements or representations contained in the
prospectus and sales literature of the Fund) of Insurer or its agents with
respect to the sale and distribution of Contracts for which Fund shares are an
underlying investment. The Fund and the Fund Distributor agree to indemnify the
Insurer, the Separate Account, First Financial and each of their directors,
officers, employees and agents in respect of, and hold each of them harmless
against, any and all losses, damages, claims or liabilities resulting from or
relating to the respective performance of the duties and obligations of the
Fund and the Fund Distributor hereunder or resulting from or relating to
conduct, statements or representations of the Fund or the Fund Distributor with
respect to the Fund or the sale and distribution of Fund Shares.
Notwithstanding the foregoing, neither party shall be liable to the other in
the absence of bad faith, negligence or willful misconduct.
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13. In order for the indemnification provisions contained in Paragraph 12 of
this Agreement to apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participant with the
party seeking indemnification in the defense of such claim or to defend against
said claim in its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise in
any case in which the other party may be required to indemnify it except with
the other party's prior written consent.
14. This Agreement shall be construed in accordance with the laws of the
State of Maryland.
15. Every notice required by this Agreement shall be sufficiently given when
sent to:
Fund and Fund Distributor
Xx. Xxxx X. Xxxxxxxx
X. Xxxx Price Investment Services, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Insurer. Separate Account and First Financial
Security First Life Insurance Company
00000 Xxxx Xxxxxxx Xxxx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: President
or such other address as shall be designated by the party pursuant to a
written notice.
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IN WITNESS WHEREOF, the parties hereto have executed this amended and
restated Agreement as of the date first above written.
Attest: Security First Life Insurance Company
By:
Attest: Security First Life Separate Account A
By Security First Life Insurance Company
By:
Attest: X. Xxxx Price Growth Stock Fund
By:
Attest: X. Xxxx Price Investment Services, Inc.
By:
Attest: Security First Financial, Inc.
By:
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