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PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 30th day of April 1999 by
and between STI CLASSIC VARIABLE TRUST, an unincorporated business
trust formed under the laws of Massachusetts (the " Trust"), SEI
INVESTMENTS DISTRIBUTION CO., a Pennsylvania corporation (the
"Distributor"), and LINCOLN BENEFIT LIFE COMPANY, a Nebraska life
insurance company (the "Company "), on its own behalf and on behalf of
each separate account of the Company identified herein.
WHEREAS, the Trust is a series type mutual fund offering shares of
beneficial interest (the "Trust shares"), consisting of one or more
classes of separate series (" Series") of shares (" Series shares"),
each such series representing an interest in a particular managed
portfolio of securities and other assets; and
WHEREAS, the Trust was established for the purpose of serving as an
investment vehicle for insurance company separate accounts supporting
variable annuity contracts and variable life insurance policies to be
offered by insurance companies; and
WHEREAS, the Distributor has the exclusive right to distribute shares
of the Trust to qualifying investors; and
WHEREAS, the Company desires that the Trust serve as an investment
vehicle for a certain separate account(s) of the Company and the
Distributor desires to sell shares of certain Series to such separate
account(s);
NOW, THEREFORE, in consideration of their mutual promises, the Trust
and the Company agree as follows:
ARTICLE 1. ADDITIONAL DEFINITIONS
1.1. "Account" - the separate account of the Company described more
specifically in Schedule 1 to this Agreement. If more than one
separate account is so described, the term shall refer to each
separate account.
1.2. "Business Day" - each day that the Trust is open for business as
provided in the Trust Prospectus.
1.3. "Code" - the Internal Revenue Code of 1986, as amended.
1.4. "Contracts" - the class or classes of variable annuity contracts
and variable life insurance policies issued by the Company and
described more specifically on Schedule 2 to this Agreement.
1.5. "Contract Owners" - the owners of the Contracts, as
distinguished from all Product Owners.
1.6. "Participating Account" - a separate account investing all or a
portion of its assets in the Trust, including the Account.
1.7. "Participating Insurance Company" - any insurance company
investing in the Trust on its behalf or on behalf of a
Participating Account, including the Company.
1.8. "Products" - variable annuity contracts and variable life
insurance policies supported by Participating Accounts investing
assets attributable thereto in the Trust, including the
Contracts.
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1.9. "Product Owners - owners of Products, including Contract Owners.
1.10. "Prospectus" - with respect to the Trust shares or a class of
Contracts, each version of the definitive prospectus or
supplement thereto filed with the SEC pursuant to Rule 497 under
the 1933 Act. Each such version provided or made available shall
have been filed with the SEC. With respect to any provision of
this Agreement requiring a party to take action in accordance
with a Prospectus, such reference thereto shall be deemed to be
to the version last so filed prior to the taking of such action.
For purposes of Article VIII, the term " Prospectus" shall
include any statement of additional information incorporated
therein.
1.11. "Registration Statement" - with respect to the Trust Shares or a
class of Contracts, the registration statement filed with the
SEC to register the securities issued thereby under the 1933
Act, or the most recently filed amendment thereto, in either
case in the form in which it was declared or became effective.
The Contracts Registration Statement is described more
specifically on Schedule 2 to this Agreement. The Trust
Registration Statement was filed on Form N-lA (File No.
33-80158).
1.12. "1940 Act Registration Statement" - with respect to the Trust or
the Account, the registration statement filed with the SEC to
register such person as an investment company under the 1940
Act, or the most recently filed amendment thereto. The Account
1940 Act Registration Statement is described more specifically
on Schedule 2 to this Agreement. The Trust 1940 Act Registration
Statement was filed on Form N-IA (File No. 811-8562).
1.13. "Statement of Additional Information" - with respect to the
Trust or a class of Contracts, each version of the definitive
statement of additional information or supplement thereto filed
with the SEC pursuant to Rule 497 under the 0000 Xxx.
1.14. "SEC" - the Securities and Exchange Commission.
1.15. "193 3 Act" - the Securities Act of 1933, as amended.
1.16. "1940 Act" - the Investment Company Act of 1940, as amended.
ARTICLE 11. Sale of TRUST SHARES
2.1. The Trust has granted to the Distributor exclusive authority to
distribute the Trust's shares, and has agreed to instruct, and
has so instructed, the Distributor to make available to the
Company for purchase on behalf of the Account, Trust shares of
those Series so selected by the Distributor. Pursuant to such
authority and instructions, and subject to Article X hereof
(Terminations), the Distributor agrees to make available to the
Company for purchase on behalf to the Account, shares of those
Series listed on Schedule 3 to this Agreement, such purchases to
be effected at net asset value in accordance with Section 2.3 of
this Agreement. Notwithstanding the foregoing, (i) Trust Series
(other than those listed on Schedule 3) in existence now or that
may be established in the future will be made available to the
Company only as the Distributor may so provide, and (ii) the
Board of Directors of the Trust (the "Trust Board") may suspend
or terminate the offering of Trust shares of any Series or class
thereof, if such action is required by law or by regulatory
authorities having jurisdiction or if in the sole discretion of
the Trust Board acting in good faith and in light of its
fiduciary duties under Federal and any applicable state laws,
suspension or termination is necessary in the best interests of
the shareholders of any Series (it being understood that "
shareholders" for this purpose shall mean Product Owners).
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2.2. The Trust shall redeem, at the Company's request, any full or
fractional Series shares held by the Company on behalf of the
Account, such redemptions to be effected at net asset value in
accordance with Section 2.3 of this Agreement. Notwithstanding
the foregoing, (i) the Company shall not redeem Trust shares
attributable to Contract Owners except in the circumstances
permitted in Section 2.7 of this Agreement, and (ii) the Trust
may delay redemption of Trust shares of any Series to the extent
permitted by the 1940 Act, any rules, regulations or orders
thereunder, or the Trust Prospectus.
2.3. PURCHASE AND REDEMPTION PROCEDURES
(a) The Trust hereby appoints the Company as an agent of the
Trust for the limited purpose of receiving purchase and
redemption requests on behalf of the Account (but not with
respect to any Trust shares that may be held in the general
account of the Company) for shares of those Series made
available hereunder, based on allocations of amounts to the
Account or subaccounts thereof under the Contracts and
other transactions relating to the Contracts or the
Account. Receipt of any such request (or relevant
transactional information therefor) on any Business Day by
the Company as such limited agent of the Trust prior to the
Trust's close of business as defined from time to time in
the Trust Prospectus (which as of the date of execution of
this Agreement is 4 p.m. Eastern Time) shall constitute
receipt by the Trust on that same Business Day, provided
that the Trust receives notice of such request by 10 a.m.
Eastern Time on the next following Business Day. If the
Trust does not receive such request by this time, such
request shall be considered effective for the next business
day.
(b) The Company shall pay for shares of each Series on the same
day that it notifies the Trust of a purchase request for
such shares. Payment for Series shares shall be made in
Federal funds transmitted to the Trust by wire to be
received by the Trust by 4 p.m. Eastern Time on the day the
Trust is notified of the purchase request for Series shares
(unless the Trust determines and so advises the Company
that sufficient proceeds are available from redemption of
shares of other Series effected pursuant to redemption
requests tendered by the Company on behalf of the Account).
If Federal funds are not received on time, such funds will
be invested, and Series shares purchased thereby will be
issued, as soon as practicable. Upon receipt of Federal
funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the
responsibility of the Trust. If funds are not received by 4
p.m. Eastern Time the day the Trust is notified of the
purchase request, the funds and request shall be considered
effective for the next business day.
(c) Payment for Series shares redeemed by the Account or the
Company shall be made in Federal funds transmitted by wire
to the Company or any other designated person on the next
Business Day after the Trust is properly notified of the
redemption order of Series shares (unless redemption
proceeds are to be applied to the purchase of Trust shares
of other Series in accordance with Section 2.3(b) of this
Agreement), except that the Trust reserves the right to
redeem Series shares in assets other than cash and to delay
payment of redemption proceeds to the extent permitted
under Section 22(e) of the 0000 Xxx. The Trust shall not
bear any responsibility whatsoever for the proper
disbursement or crediting or redemption proceeds by the
Company; the Company alone shall be responsible for such
action.
(d) Any purchase or redemption request for Series shares held
or to be held in the Company's general account shall be
effected at the net asset value per share next determined
after the Trust's receipt of such request, provided that,
in the case of a purchase request, payment for Trust shares
so requested is received by the Trust in
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Federal funds prior to close of business for determination of
such value, as defined from time to time in the Trust
Prospectus.
2.4. The Trust shall use its best efforts to make the net asset value
per share for each Series available to the Company by 6:30 p.m.
Eastern Time each Business Day, and in any event, as soon as
reasonably practicable after the net asset value per share for
such Series is calculated, and shall calculate such net asset
value in accordance with the Trust Prospectus. Neither the
Trust, any Series, the Distributor, nor any of their affiliates
shall be liable for any information provided to the Company
pursuant to this Agreement which information is based on
incorrect information supplied by the Company or any other
Participating Company to the Trust or the Distributor.
If the net asset value is materially incorrect through no fault
of the Company, the Company shall be entitled to an adjustment
to the number of shares purchased or redeemed to reflect the
correct net asset value in accordance with Fund procedures and
the Trust shall bear the cost of correcting such errors. Any
material error in the net asset value shall be reported to the
Company promptly upon discovery. Any administrative or other
costs or losses incurred for correcting underlying Contract
owner accounts shall be at the Company's expenses. In the event
that net asset values are not made available to the Company by
such time, the Company agrees to use its best efforts to include
the net asset values when received in its next cycle for
purposes of calculating purchase orders and requests for
redemption. However, if net asset values are not available for
inclusion in the next cycle and purchase orders/redemptions are
not able to be calculated and available for the Company to
execute within the time frame described in Section 1. 1, the
Trust shall reimburse and make the Company whole for any losses
incurred as a result of such delays.
2.5. The Trust shall furnish notice to the Company as soon as
reasonably practicable of any income dividends or capital gain
distributions payable on any Series shares. The Company, on its
behalf and on behalf of the Account, hereby elects to receive
all such dividends and distributions as are payable on any
Series shares in the form of additional shares of that Series.
The Company reserves the right, on its behalf and on behalf of
the Account, to revoke this election and to receive all such
dividends and capital gain distributions in cash. The Trust
shall notify the Company promptly of the number of Series shares
so issued as payment of such dividends and distributions.
2.6. Issuance and transfer of Trust shares shall be by book entry
only. Stock certificates will not be issued to the Company or
the Account. Purchase and redemption orders for Trust shares
shall be recorded in an appropriate ledger for the Account or
the appropriate subaccount of the Account.
2.7. (a) The parties hereto acknowledge that the arrangement
contemplated by this Agreement is not exclusive; the Trust's
shares may be sold to other insurance companies (subject to
Section 2.8 hereof) and the cash value of the Contracts may be
invested in other investment companies, provided, however, that
until this Agreement is terminated pursuant to Article X, the
Company shall promote the Trust Series on the same basis as
other funding vehicles available under the Contracts and with
respect to the availability of any funding vehicles other than
those listed on Schedule 3 to this Agreement: (i) any such
vehicle or series thereof, has investment objectives or policies
that are substantially different from the investment objectives
and policies of the Trust Series available hereunder; or (ii)
the Company gives the Trust and Distributor 45 days written
notice of its intention to make such other investment vehicle
available as a funding vehicle for the Contracts; or (iii) the
Trust or Distributor consents in writing to the use of such
other vehicle, such consent not to be unreasonably withheld.
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(b) The Company shall not, without prior notice to the
Distributor (unless otherwise required by applicable law)
take any action to operate the Account as a management
investment company under the 1940 Act.
(c) The Company shall not, without the prior written consent of
the Distributor (unless otherwise required by applicable
law), solicit, induce or encourage Contract Owners to
change or modify the Trust or change the Trust's
distributor, manager, administrator or investment adviser.
2.8. The Distributor and the Trust shall sell Trust shares only to
Participating Insurance Companies and their separate accounts
and to persons or plans ("Qualified Persons") that qualify to
purchase shares of the Trust under Section 817(h) of the Code
and the regulations thereunder without impairing the ability of
the Account to consider the portfolio investments of the Trust
as constituting investments of the Account for the purpose of
satisfying the diversification requirements of Section 817(h).
The Distributor and Trust will provide the Company with a
quarterly certification of compliance with Section 817(h), and
the regulations thereunder, in such form as the Company and
Trust shall agree. The Distributor and the Trust shall not sell
Trust shares to any insurance company or separate account unless
an agreement complying with Article VII of this Agreement is in
effect to govern such sales. The Company hereby represents and
warrants that it and the Account are Qualified Persons.
ARTICLE 111. REPRESENTATIONS AND WARRANTIES
3.1. The Company represents and warrants that: (i) the Company is an
insurance company duly organized and in good standing under
Nebraska insurance law; (ii) the Account is a validly existing
separate account, duly established and maintained in accordance
with applicable law; (iii) the Account 1940 Act Registration
Statement has been filed with the SEC in accordance with the
provisions of the 1940 Act and the Account is duly registered as
a unit investment trust thereunder; (iv) the Contracts'
Registration Statement has been declared effective by the SEC;
(v) the Contracts will be issued in compliance in all material
respects with all applicable Federal and state laws; (vi) the
Account will maintain its registration under the 1940 Act and
will comply in all material respects with it; and (vii) the
Contracts currently are, and at the time of issuance will be,
treated as annuity contracts or life insurance policies,
whichever is appropriate, under applicable provisions of the
Code.
3.2. The Trust represents and warrants that: (i) the Trust is an
unincorporated business trust duly formed and validly existing
under the Massachusetts law; (ii) the Trust's 1940 Act
Registration Statement has been filed with the SEC in accordance
with the provisions of the 1940 Act and the Trust is duly
registered as an open-end management investment company
thereunder; (iii) the Trust's Registration Statement has been
declared effective by the SEC; (iv) the Trust's shares will be
issued in compliance in all material respects with all
applicable federal laws; (v) the Trust will remain registered
under and will comply in all material respects with the 1940
Act; (vi) the Trust's currently qualifies as a "regulated
investment company" under Subchapter M of the Code and will
comply at all times with the diversification standards
prescribed in Section 817(h) of the Code and the regulations
thereunder; and (vii) the Trust's investment policies are in
material compliance with any investment restrictions set forth
on Schedule 4 to this Agreement. The Trust, however, makes no
representation as to whether any aspect of its operations
(including, but not limited to, fees and expenses and investment
policies) otherwise complies with the insurance laws or
regulations of any state. Further, the Trust shall register and
qualify its shares for sale in accordance with the securities
laws of the various states only if and to the extent deemed
advisable by the Trust.
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3.3. The Distributor represents and warrants that: (i) the
Distributor is a corporation duly organized and in good standing
under Pennsylvania law; and (ii) the Distributor is registered
as a broker-dealer under federal and applicable state securities
laws and is a member of the National Association of Securities
Dealers, Inc.
3.4. Each party represents and warrants that the execution and
delivery of this Agreement and the consummation of the
transactions contemplated herein have been duly authorized by
all necessary corporate or trust action, as applicable, by such
party, and, when so executed and delivered, this Agreement will
be the valid and binding obligation of such party enforceable in
accordance with its terms.
3.5. Each party represents and warrants that all of its directors,
officers, employees, investment advisers and other
individuals/entities dealing with the money and/or securities of
the Trust are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the
Trust in an amount not less than the amount required by the
applicable rules of the NASD and the federal securities laws.
The aforesaid bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
All parties agree to make all reasonable efforts to see that
this bond or another bond containing these provisions is always
in effect, and each agrees to notify the other parties promptly
in the event that such coverage no longer applies.
ARTICLE IV. FILINGS, INFORMATION AND EXPENSES
4.1. The Trust shall amend its Agreement and Declaration of Trust and
its 1940 Act Registration Statement from time to time as
required in order to effect the continuous offering of Trust
shares and to maintain the Trust's registration under the 1940
Act for so long as Trust shares are sold.
4.2. Unless other arrangements are made, the Trust shall provide the
Company with a copy, in camera-ready form or otherwise suitable
for printing or duplication, of (i) each Trust prospectus and
any supplement thereto; (ii) each Statement of Additional
Information and any supplement thereto; (ii) any Trust proxy
soliciting material; and (iv) any Trust periodic shareholder
reports.
4.3. The Company shall amend the Contracts Registration Statement and
the Account 1940 Act Registration Statement from time to time as
required in order to effect the continuous offering of the
Contracts or as may otherwise be required by applicable law, but
in any event shall maintain a current effective Contracts
Registration Statement and the Account's registration under the
1940 Act for so long as the Contracts are outstanding unless the
Company has supplied the Trust with an SEC no-action letter or
opinion of counsel satisfactory to the Trust's counsel to the
effect that maintaining such Registration Statement on a current
basis is no longer required. The Company shall file, register,
qualify and obtain approval of the Contracts for sale to the
extent required by applicable insurance and securities laws of
the various states.
4.4. The Company shall inform the Trust of any investment
restrictions imposed by state insurance law that may become
applicable to the Trust from time to time as a result of the
Account's investment therein (including, but not limited to,
restrictions with respect to fees and expenses and investment
policies), other than those set forth on Schedule 4 to this
Agreement. Upon receipt of any such information from the
Company, the Trust shall determine whether it is in the best
interests of shareholders to comply with any such restrictions.
If the Trust determines that it is not in the best interests of
shareholders (it being
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understood that "shareholders" for the purpose shall mean
Product Owners), the Trust shall so inform the Company, and the
Trust and the Company shall discuss alternative accommodations
in the circumstances. If the Trust determines that it is in the
best interests of shareholders to comply with such restrictions,
the Trust and the Company shall amend Schedule 4 to this
Agreement to reflect such restrictions.
4.5. Each party shall promptly inform the others when such party
becomes aware of the commencement of any litigation or
proceeding against such party or a person affiliated with such
party in connection with the issuance or sale of Trust shares or
the Contracts.
4.6. The Company shall provide Contracts, Contracts and Trust
Prospectuses, Contracts and Trust Statements of Additional
Information, reports, solicitations for voting instructions
including any related Trust proxy solicitation materials, and
all amendments or supplements to any of the foregoing to
Contract Owners and prospective Contract Owners, all in
accordance with the federal securities laws.
4.7. All expenses incident to each party's performance under this
Agreement (including expenses expressly assumed by such party
pursuant to this Agreement) shall be paid by such party to the
extent permitted by law.
(a) Expenses assumed by the Trust include, but are not limited
to, the costs of: registration and qualification of the
Trust shares under the federal securities laws; text
preparation and filing with the SEC of the Trust Prospectus
and any supplements thereto, Trust Statement of Additional
Information and any supplements thereto, Trust Registration
Statement, Trust proxy materials and shareholder reports,
and preparation of a camera-ready copy thereof, preparation
of all statements and notices required by any Federal or
state securities law; printing and mailing of all materials
and reports required to be provided by the Trust to its
shareholders (subject to sections (c) and (d) hereof); all
taxes on the issuance or transfer of Trust shares; payment
of all applicable fees, including, without limitation, all
fees due under Rule 24f-2 relating to the Trust (non
including any 24-2 fees payable by the Separate Account
relating to issuance of variable contracts for which the
Company shall be responsible); and any expenses permitted
to be paid or assumed by the Trust pursuant to a plan, if
any, under rule 12b- 1 under the 1940 Act. The Trust
otherwise shall pay no fee or other compensation to the
Company under this Agreement, unless the parties otherwise
agree, including if the Trust or any Series adopts and
implements a plan pursuant to Rule 12b- 1 under the 1940
Act to finance distribution expenses, then payments may be
made to the Company in accordance with such plan. The Trust
currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b- 1 under the
1940 Act or in contravention of such rule, although it may
make payments pursuant to Rule 12b-1 in the future. To the
extent that it decides to finance distribution expenses
pursuant to Rule 12b- 1, the Trust undertakes to have a
Board of Trustees, a majority of whom are not interested
persons of the Trust, formulate and approve any plan under
Rule l2b-1 to finance distribution expenses.
(b) Expenses assumed by the Company include, but are not
limited to, the costs of: registration and qualification of
the Contracts under the federal securities laws; text
preparation and filing with the SEC of the Contracts
Prospectus and any supplements thereto, Contracts Statement
of Additional Information and any supplements thereto, and
Contracts Registration Statement; payment of all applicable
fees, including, without limitation, all fees due under
Rule 24-2 relating to the Contracts; and preparation and
dissemination of all statements and notices to Contract
Owners
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required by any Federal or state insurance law other than those
paid for by the Trust.
(c) For any proxy vote solicitation necessary as a result of
actions taken by the Trust or Distributor, all costs and
expenses incurred in text preparation, printing, mailing
and distributing Trust proxy materials and shareholder
reports to all contract holders of record and any other
statement or notice required of the Trust by any Federal or
state law, and not previously discussed herein, shall be
the exclusive responsibility of the Trust. In the event a
proxy vote solicitation is necessary as a result of actions
taken by the Company, all such costs shall be the exclusive
responsibility of the Company.
(d) The Distributor will quarterly reimburse the Company
certain of the administrative costs and expenses incurred
by the Company as a result of operations necessitated by
the beneficial ownership by Policy owners of shares of the
Trust, equal to 0.20% per annum of the aggregate net assets
of the Trust attributable to variable life or variable
annuity contracts offered by the Company or its affiliates.
In no event shall such fee be paid by the Trust, its
shareholders or by the Policy holders.
4.8. No piece of advertising or sales literature or other promotional
material in which the Trust is named shall be used, except with
the prior written consent of the Trust. Any such piece shall be
furnished to the Trust for such consent prior to its use. The
Trust shall respond to any request for written consent on a
prompt and timely basis, but failure to respond shall not
relieve the Company of the obligation to obtain the prior
written consent of the Trust. The Trust may at any time in its
sole discretion revoke such written consent, and upon
notification of such revocation, the Company shall no longer use
the material subject to such revocation. Until further notice to
the Company, the Trust has delegated its rights and
responsibilities under this provision to the Distributor.
4.9. No piece of advertising or sales literature or other promotional
material in which the Company is named shall be used, except
with the prior written consent of the Company. Any such piece
shall be furnished to the Company for such consent prior to its
use. The Company shall respond to any request for written
consent on a prompt and timely basis, but failure to respond
shall not relieve the Company of the obligation to obtain the
prior written consent of the Company. The Company may at any
time in its sole discretion revoke any written consent, and upon
notification of such revocation, neither the Trust nor the
Distributor shall use the materials subject to such revocation.
The Company, upon prior written notice to the Trust, may
delegate its rights and responsibilities under this provision to
the principal underwriter for the Contracts.
4.10. The Company shall not give any information or make any
representations or statements on behalf of the Trust or
concerning the Trust other than the information or
representations contained in the Trust Registration Statement or
Trust Prospectus or in reports or proxy statements for the
Trust, or in sales literature or other promotional material
approved in accordance with Article IV of this Agreement, or in
published reports or statements of the Trust in the public
domain, except with the prior written consent of the Trust.
4.11. The Trust shall not give any information or make any
representations on behalf of the Company or concerning the
Company, the Account or the Contracts other than the information
or representations contained in the Contracts Registration
Statement or Contracts Prospectus or in published reports of the
Account which are in the public domain or approved in writing by
the Company for distribution to Contract Owners, or in sales
literature or other promotional material approved in writing by
the Company, except with the prior written consent of the
Company.
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4.12. The Trust and the Company shall provide to each other upon
request at least one complete copy of all Registration
Statements, Prospectuses, Statements of Additional Information,
periodic and other shareholder or Contract Owner reports, proxy
statements, solicitations of voting instructions, sales
literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments
or supplements to any of the above, that relate to the Trust,
the Contracts or the Account, as the case may be, promptly after
the filing by or on behalf of such party of such document with
the SEC or other regulatory authorities. The Company shall
provide to the Trust and the Distributor any complaints received
from Contract Owners pertaining to the Trust or Trust Series,
and the Trust and Distributor shall provide to the Company any
complaints received from Contract Owners relating to the
Contracts.
4.13. The Trust and the Company shall provide to each other upon
request copies of draft versions of any registration Statements,
Prospectuses, Statements of Additional Information, periodic and
other shareholder or Contract Owner reports, proxy statements,
solicitations for voting instructions, sales literature and
other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments or
supplements to any of the above, to the extent that the other
party reasonably needs such information for purposes of
preparing a report or other filing to be filed with or submitted
to a regulatory agency. If a party requests any such information
before it has been filed, the other party will provide the
requested information if then available and in the version then
available at the time of such request.
4.14. Each party hereto shall cooperate with the other parties and all
appropriate governmental authorities (including without
limitation the SEC, and NASD and state insurance regulators) and
shall permit each other and 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. However, such access shall not extend to
attorney-client privileged information.
4.15. For purposes of this Article IV, the phrase " sales literature
or other promotion material" includes, but is not limited to,
any material constituting sales literature or advertising under
the NASD rules, the 1940 Act or the 0000 Xxx.
4.16. No party shall use any other party's names, logos, trademarks or
service marks, whether registered or unregistered, without the
prior written consent of such other party.
ARTICLE V. VOTING OF TRUST SHARES
With respect to any other matter put to vote by the holders of Trust
shares or Series shares ("Voting Shares"), the Company shall:
(a) solicit voting instructions from Contract Owners to which
Voting Shares are attributable;
(b) vote Voting Shares of each Series attributable to Contract
Owners in accordance with instructions or proxies timely
received from such Contract Owners;
(c) vote Voting Shares of each Series attributable to Contract
Owners for which no instructions have been received in the
same proportion as Voting Shares of such Series for which
instructions have been timely received; and
(d) vote Voting Shares of each Series held by the Company on
its own behalf or on behalf of the Account that are not
attributable to Contract Owners in the same proportion as
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Voting Shares of such Series for which instructions have
been timely received.
The Company shall be responsible for assuring that voting privileges for the
Account are calculated in a manner consistent with the provisions set forth
above and with other Participating Insurance Companies.
ARTICLE VI COMPLIANCE WITH CODE
6.1. The Trust shall comply with Section 817(h) of the Code and the
regulations issued thereunder, and any Treasury interpretations
thereof to the extent applicable to the Trust as a fund
underlying the Account, and shall notify the Company immediately
upon having a reasonable basis for believing that it has ceased
to so qualify or that it might not so qualify in the future. In
the event of a breach of this Article VI, the Trust shall take
all reasonable steps to adequately diversify the Trust so as to
achieve compliance within the grace period afforded by
regulation 817.5.
6.2. The Trust shall maintain its qualification as a registered
investment company (under Subchapter M or any successor or
similar provision), and shall notify the Company immediately
upon having a reasonable basis for believing that it has ceased
to so qualify or that it might not so qualify in the future.
6.3. The Company shall ensure the continued treatment of the
Contracts as annuity contracts or life insurance policies,
whichever is appropriate, under applicable provisions of the
Code and shall notify the Trust and the Distributor immediately
upon having a reasonable basis for believing that the Contracts
have ceased to be so treated or that they might not be so
treated in the future.
ARTICLE VII. Potential CONFLICTS
7.1. The parties to this Agreement acknowledge that the Trust intends
to file an application with the SEC to request an order (the "
Exemptive Order") granting relief from various provisions of the
1940 Act and the rules thereunder to the extent necessary to
permit Trust shares to be sold to and held by variable annuity
and variable life insurance separate accounts of both affiliated
and unaffiliated Participating Insurance Companies and other
Qualified Persons (as defined in Section 2.8). It is anticipated
that the Exemptive Order, when and if issued, shall require the
Trust and each Participating Insurance Company to comply with
conditions and undertakings substantially as provided in this
Article VII. The Trust will not enter into a participation
agreement with any other Participating Insurance Company unless
it imposes the same conditions and undertakings as are imposed
on the Company hereby.
7.2. The Company agrees to report any potential or existing conflicts
promptly to the Trust Board, and in particular whenever Contract
Owner voting instructions are disregarded, and recognizes that
is shall be responsible for assisting the Trust Board in
carrying out its responsibilities in connection with the
Exemptive Order. The Company agrees to carry out such
responsibilities with a view to the interests of Contract
Owners.
7.3. If a majority of the Trust Board, or a majority of Disinterested
Trustees, determines that a material irreconcilable conflict
exists with regard to Contract Owner investments in the Trust,
the Trust Board shall give prompt notice to all Participating
Insurance Companies. If the Trust Board determines that the
Company is responsible for causing or creating said conflict,
the Company shall at no cost and expense to the Trust, and to
the extent reasonably practicable (as determined by a majority
of the Disinterested Trustees), take such action as is necessary
to remedy or eliminate the irreconcilable material conflict.
Such necessary action
10
may include, but shall not be limited to:
(a) Withdrawing the assets allocable to the Account from the
Trust and reinvesting such assets in a different investment
medium or submitting the question of whether such
segregation should be implemented to a vote of all affected
Contract Owners;
(b) Establishing a new registered management investment
company.
7.4. If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard Contract Owner voting
instructions and said decision represents a minority position or
would preclude a majority vote by all Contract Owners having an
interest in the Trust, the Company may be required, at the Trust
Board's election, to withdraw the Account's investment in the
Trust.
7.5. For purposes of this Article, a majority of the disinterested
Trustees shall determine whether or not any proposed action
adequately remedies any irreconcilable material conflict, but in
no event shall the Trust be required to bear the expense of
establishing a new funding medium for any Contract. The Company
shall not be required by this Article to establish a new funding
medium for any Contract if an offer to do so has been declined
by vote of a majority of the Contract Owners materially
adversely affected by the irreconcilable material conflict.
7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are mended,
or Rule 6e-3 is adopted, to provide exemptive relief from any
provisions of the 1940 Act or the rules promulgated thereunder
with respect to mixed and shared funding on terms and conditions
materially different from those contained in the Exemptive
Order, then (a) the Trust and/or the Company, as appropriate,
shall take such steps as may be necessary to comply with Rules
6e 2 and 6e-3(T), as amended, or Rule 6e-3, as adopted, as
applicable, to the extent such rules are applicable, and (b)
Sections 7.2 through 7.5 of this Agreement shall continue in
effect only to the extent that terms and conditions
substantially identical to such Sections are contained in such
Rule(s) as so amended or adopted.
ARTICLE VIII. INDEMNIFICATION
8.1. INDEMNIFICATION BY THE COMPANY. The Company shall indemnify and
hold harmless the Trust, the Distributor and each person who
controls or is affiliated with the Trust or the Distributor
within the meaning of such terms under the 1933 Act or 1940 Act
(but not any Participating Insurance Companies or Qualified
Plans) and any officer, trustee, director, employee or agent of
the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative,
legal and other expenses reasonably incurred in connection with,
and any amounts paid in settlement of, any action, suit or
proceeding or any claim asserted), to which they or any of them
may become subject under any statute or regulation, at common
law or otherwise, insofar as such losses, claims, damages or
liabilities:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the Contracts Registration Statement, Contracts Prospectus,
sales literature or other promotional material for the
Contracts or the Contracts themselves (or any amendment or
supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in
light of the circumstances in which they were made;
provided that this obligation to indemnify shall not apply
if such statement or omission or such alleged statement or
alleged omission was made in reliance upon and in
conformity with information furnished in writing to the
Company by the Trust or the Distributor for use in the
11
Contracts Registration Statement, Contracts Prospectus or
in the Contracts or sales literature or promotional
material for the Contracts (or any amendment or supplement
to any of the foregoing) or otherwise for use in connection
with the sale of the Contracts or Trust shares; or
(b) arise out of any untrue statement or alleged untrue
statement of a material fact contained in the Trust
Registration statement, Trust Prospectus or sales
literature or other promotional material of the Trust (or
any amendment or supplement to any of the foregoing), or
the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements, therein not misleading in light of the
circumstances in which they were made, if such statement or
omission was made in reliance upon and in conformity with
information furnished to the Trust in writing by or on
behalf of the Company; or
(c) arise out of or are based upon any wrongful conduct of the
Company or persons under its control (or subject to its
authorization) with respect to the sale or distribution of
the Contracts or Trust shares; or
(d) arise as a result of any failure by the Company or persons
under its control (or subject to its authorization) to
provide services, furnish materials or make payments as
required under this Agreement; or
(e) arise out of any material breach by the Company or persons
under its control (or subject to its authorization) of this
Agreement, including but not limited to any breach of any
warranties contained in Article III hereof and any failure
to transmit a request for redemption or purchase of Trust
shares on a timely basis in accordance with the procedures
set forth in Article II.
This indemnification will be in addition to any liability that the Company may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.2. INDEMNIFICATION BY THE TRUST. The Trust shall indemnify and hold
harmless the Company and each person who controls or is
affiliated with the Company within the meaning of such terms
under the 1933 Act or 1940 Act and any officer, director,
employee or agent of the of the foregoing, against any and all
losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim
asserted), to which they or any of them may become subject under
any statute or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the Trust Registration Statement, Trust Prospectus or sales
literature or other promotional material of the Trust (or
any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading in light of the circumstances in which they
were made; provided that this obligation to indemnify shall
not apply if such statement or omission or alleged
statement or alleged omission was made in reliance upon and
in conformity with information furnished in writing by the
Company to the Trust for use in the Trust Registration
Statement, Trust Prospectus or sales literature or
promotional material for the Trust (or any amendment or
supplement to any of the foregoing) or
12
otherwise for use in connection with the sale of the
Contracts or Trust shares; or
(b) arise out of any untrue statement or alleged untrue
statement of a material fact contained in the Contracts
Registration Statement, Contracts Prospectus or sales
literature or other promotional material for the Contracts
(or any amendment or supplement to any of the foregoing),
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the
circumstances in which they were made, if such statement or
omission was made in reliance upon information furnished in
writing by the Trust to the Company; or
(c) arise out of or are based upon wrongful conduct of the
Trust or persons under its control (or subject to its
authorization) with respect to the sale of Trust shares; or
(d) arise as a result of any failure by the Trust or persons
under its control (or subject to its authorization) to
provide services, furnish materials or make payments as
required under the terms of this Agreement; or
(e) arise out of any material breach by the Trust or persons
under its control (or subject to its authorization) of this
Agreement (including any breach of Section 6.1 of this
Agreement and any warranties contained in Article III
hereof).
This indemnification will be in addition to any liability that the Trust may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.3. INDEMNIFICATION BY THE DISTRIBUTOR. The Distributor shall
indemnify and hold harmless the Company and each person who
controls or is affiliated with the Company within the meaning of
such terms under the 1933 Act or 1940 Act and any officer,
director, employee or agent of the foregoing, against any and
all losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim
asserted), to which they or any of them may become subject under
any statute or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the Trust Registration Statement, Trust Prospectus or sales
literature or other promotional material of the Trust (or
any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading in light of the circumstances in which they
were made; provided that this obligation to indemnify shall
not apply if such statement or omission or alleged
statement or alleged omission was made in reliance upon and
in conformity with information furnished in writing by the
Company to the Trust for use in the Trust Registration
Statement, Trust Prospectus or sales literature or
promotion material for the Trust (or any amendment or
supplement to any of the foregoing) or otherwise for use in
connection with the sale of the Contracts or Trust shares;
or
(b) arise out of any untrue statement or alleged untrue
statement of a material fact contained in the Contracts
Registration Statement, Contracts Prospectus or sales
literature or other promotional material for the Contracts
(or any amendment or supplement to any of the foregoing),
or the omission or alleged omission to state therein a
material fact required to
13
be stated therein or necessary to make the statements
therein not misleading in light of the circumstances in
which they were made, if such statement or omission was
made in reliance upon information furnished in writing by
the Distributor to the Company; or
(c) arise out of or are based upon wrongful conduct of the
Distributor or persons under its control (or subject to it
authorization) with respect to the sale of Trust shares; or
(d) arise as a result of any failure by the Distributor or
persons under its control (or subject to its authorization)
to provide services, furnish materials or make payments as
required under the terms of this Agreement; or
(e) arise out of any material breach by the Trust or persons
under its control (or subject to its authorization) of this
Agreement (including any breach of Section 6.1 of this
Agreement and any warranties contained in Article III
hereof).
This indemnification will be in addition to any liability that the Distributor
may otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.4. INDEMNIFICATION PROCEDURES. After receipt by a party entitled to
indemnification (" indemnified party") under this Article VIII
of notice of the commencement of any action, if a claim in
respect thereof is to be made by the indemnified party against
any person obligated to provide indemnification under this
Article VIII (" indemnifying party"), such indemnified party
will notify the indemnifying party in writing of the
commencement thereof as soon as practicable thereafter, provided
that the omission to so notify the indemnifying party will not
relieve it from any liability under this Article VIII, except to
the extent that the omission results in a failure of actual
notice to the indemnifying party and such indemnifying party is
damaged solely as a result of the failure to give such notice.
The indemnifying party, upon the request of the indemnified
party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related
to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. The indemnifying
party shall not be liable for any settlement of any proceeding
effected without its written consent (which will not be
unreasonably withheld) but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
A successor by law of the parties to this Agreement shall
be entitled to the benefits of the indemnification
contained in this Article VIII. The indemnification
provisions contained in this article VIII shall survive any
termination of this Agreement.
ARTICLE IX APPLICABLE LAW
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to the
principles of conflicts of laws.
14
9.2. This Agreement shall be subject to the provisions of the 1933
Act, 1940 Act and Securities Exchange Act of 1934, as amended,
and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as
the SEC may grant, and the terms hereof shall be limited,
interpreted and construed in accordance therewith.
ARTICLE X. TERMINATION
10.1. TERMINATION OF AGREEMENT . This Agreement shall not terminate
until the Trust is dissolved, liquidated, or merged into another
entity, or, as to any Series of the Trust, the Account no longer
invests in that Series and the Company has confirmed in writing
to the Trust that it no longer intends to invest in such Series.
However, certain obligations of, or restrictions on, the parties
to this Agreement may terminate as provided in Sections 10.2 and
10.4 and the Company may be required to redeem shares pursuant
to Section 10.3 or in the circumstances contemplated by Article
VII.
10.2. TERMINATION OF OFFERING OF TRUST SHARES. The obligation of the
Trust to make Series shares available through the Distributor to
the Company for purchase pursuant to Article II of this
Agreement shall terminate at the option of the Trust upon
written notice to the Company as provided below:
(a) upon institution of formal proceedings against the Company
by the NASD, the SEC, the insurance commission of any state
or any other regulatory body regarding the Company's duties
under this Agreement or related to the sale of the
Contracts, the operation of the Account, the administration
of the Contracts or the purchase of Trust shares, or an
expected or anticipated ruling, judgment or outcome which
would, in the Trust's reasonable judgment exercised in good
faith, materially impair the Company's ability to meet and
perform the Company's obligations and duties hereunder,
such termination effective upon 30 days prior written
notice;
(b) in the event any of the Contracts are not registered,
issued or sold in accordance with applicable Federal and/or
state law, such termination effective upon 15 days prior
written notice;
(c) if the Trust or the Distributor shall determine, in their
sole judgment exercised in good faith, that either (1) the
Company shall have suffered a material adverse change in
its business or financial condition or (2) the Company
shall have been the subject of material adverse publicity
which is likely to have a material adverse impact upon the
business and operations of either the Trust or the
Distributor, such termination effective upon 30 days prior
written notice;
(d) upon the Company's assignment of this Agreement (including,
without limitation, any transfer of the Contracts or the
Account to another insurance company pursuant to an
assumption reinsurance agreement) unless the Trust consents
thereto, such termination effective upon 30 days prior
written notice;
(e) if the Company is in material breach of any provision of
this Agreement, which breach has not been cured to the
satisfaction of the Trust within 10 days after written
notice of such breach has been delivered to the Company; or
(f) upon termination pursuant to Section 10. 1 or notice from
the Company pursuant to Section 10.3, such termination
hereunder effective upon 5 days prior written notice.
15
Notwithstanding an exercise of its option to terminate its obligation to make
Shares available through the Distributor to the Company, the Trust shall
continue to make Trust shares available through the Distributor to the extent
necessary to permit owners of Contracts in effect on the effective date of such
termination (hereinafter referred to as "Existing Contracts") to reallocate
investments in the Trust, redeem investments in the Trust and/or invest in the
Trust upon the making of additional purchase payments under the Existing
Contracts, UNLESS the Trust exercised its option to terminate because of
circumstances involving the Existing Contracts (or a class thereof). In that
case, the Trust shall promptly notify the Company whether the Trust is electing
to make Trust shares available through the Distributor after termination for the
Noncomplying Contracts (or a class thereof) responsible for such termination
(the "Noncomplying Contracts"). In determining whether to make Shares available
through the Distributor for the Noncomplying contracts (or a class thereof), the
Trust shall act in good faith giving due consideration to the interests of
owners of the Noncomplying Contracts (or a class thereof).
10.3. AS TO THE COMPANY. The Company may elect to cease investing in
the Trust, promoting the Trust as an investment option under the
Contracts, or withdraw its investment in the Trust, subject to
compliance with applicable law, upon written notice to the Trust
within 30 days of the occurrence of any of the following events:
(a) if shares of any Series are not reasonably available to
meet the requirements of the Contracts as determined by the
Company, and the Trust, after receiving written notice from
the Company of such non-availability, fails to make
available a sufficient number of Trust shares to meet the
requirements of the Contracts within 10 days after receipt
thereof;
(b) upon institution of formal proceedings against the Trust,
the Distributor or the Adviser by the NASD, the SEC or any
state securities or insurance commission or any other
regulatory body;
(c) if, with respect to the Trust or a Series, the Trust or the
Series ceases to qualify as a Regulated Investment Company
under Subchapter M of the Code, or under any successor or
similar provision, or if the Company reasonably believes
that the Trust may fail to so qualify, and the Trust, upon
written request, fails to provide reasonable assurance that
it will take action to cure or correct such failure;
(d) if any Series of the Trust in which the Account invests
fails to meet the diversification requirements specified in
Section 817(h) of the code and any regulations thereunder
and the Trust, upon written request, fails to provide
reasonable assurance that it will take action to cure or
correct such failure;
(e) if the Trust informs the Company pursuant to Section 4.4
that the Trust will not comply with investment restrictions
as requested by the Company and the Trust and the Company
are unable to agree upon any reasonable alternative
accommodations;
(f) if the Trust or Distributor is in material breach of a
provision of this Agreement, which breach has not been
cured to the satisfaction of the Company within 10 days
after written notice of such breach has been delivered to
the Trust or the Distributor, as the case may be; or
(g) if the Company shall determine, in their sole judgment
exercised in good faith, that either (1) the Trust or
Distributor shall have suffered a material adverse change
in their business or financial condition or (2) the Trust
or Distributor shall have been the subject of material
adverse publicity which is likely to have a material
adverse impact upon the business and operations of the
Company, such termination effective upon 30
16
days prior written notice;
(h) if, the Company in its sole discretion determines that
investment by the Account in Trust shares is no longer
appropriate, and then only upon at least 60 days prior
written notice to the Trust and the Distributor.
In the event the Company elects to cease investing in the Trust in accordance
with any of the above provisions, all such costs related to cessation of
investment activities and substitution of Trust shares of other Trusts incurred
by the Company shall be borne by the Trust and Distributor. Such costs may
include, but not be limited to, legal expenses, filing fees, mailing costs, and
reprinting of prospectuses and advertising material.
10.4. COMPANY REQUIRED TO REDEEM. The parties understand and
acknowledge that it is essential for compliance with Section
817(h) of the Code that the Contracts qualify as annuity
contracts or life insurance policies, as applicable, under the
Code. Accordingly, if any of the Contracts cease to qualify as
annuity contracts or life insurance policies, as applicable,
under the Code, or if the Trust reasonably believes that any
such Contracts may fail to so qualify, the Trust shall have the
right to require the Company to redeem Shares attributable to
such Contracts upon notice to the Company and the Company shall
so redeem such Shares in order to ensure that the Trust complies
with the provisions of Section 817(h) of the code applicable to
ownership of Trust Shares. Notice to the Company shall specify
the period of time the Company has to redeem the Shares or to
make other arrangements satisfactory to the Trust and its
counsel, such period of time to be determined with reference to
the requirements of Section 817(h) of the Code. In addition, the
Company may be required to redeem Shares pursuant to action
taken or request made by the Trust Board in accordance with the
Exemptive Order described in Article VII or any conditions or
undertakings set forth or referenced therein, or other SEC rule,
regulation or order that may be adopted after the date hereof.
The Company agrees to redeem Shares in the circumstances
described herein and to comply with applicable terms and
provisions.
ARTICLE XI APPLICABILITY TO NEW ACCOUNTS AND NEW CONTRACTS
The parties to this Agreement may amend the schedules to this Agreement
from time to time to reflect, as appropriate, changes in or relating to
the Contracts, or Series or funding vehicles thereof, additions of new
classes of Contracts to be issued by the Company and separate accounts
therefor investing in the Trust. The provisions of this Agreement shall
be equally applicable to each such class of Contracts, Series and
Accounts, effective as of the date of amendment of such Schedule,
unless the context otherwise requires.
ARTICLE XII NOTICE, REQUEST OR CONSENT
Any notice, request or consent to be provided pursuant to this
Agreement is to be made in writing and shall be given:
If to the Trust:
Xxxx Xxxxx
President
STI Classic Variable Trust
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000-0000
17
If to the Distributor:
Xxxxxx X. X'Xxxxxxx
Vice President & Assistant Secretary
SEI Investments Distribution Co.
I Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000-0000
If to the Company:
Xxxxxxx X. Xxxxxxx
Vice President and Assistant General Counsel
Lincoln Benefit Life Company
000 Xxxxx 00xx Xxxxxx
Xxxxxxx, XX 00000-0000
or at such other address as such party may from time to time specify in writing
to the other party. Each such notice, request or consent to a party shall be
sent by registered or certified United States mail with return receipt requested
or by overnight delivery with a nationally recognized courier, and shall be
effective upon receipt,
ARTICLE XIII MISCELLANEOUS
13.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or
effect.
13.2. The Agreement may be executed simultaneously in two or more
counterparts, each of which together shall constitute one and
the same instrument.
13.3. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder
of the Agreement shall not be affected thereby.
13.4. 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 and federal laws.
13.5. The subject to the requirements of legal process and regulatory
authority, the Trust shall treat as confidential the names and
addresses of the Contract Owners and all information reasonably
identified as confidential in writing by the Company and except
as permitted by this Agreement, shall not disclose, disseminate
or utilize such names and addresses and other confidential
information without the express written consent of the Company
until such time as it may come into the public domain. The
provisions of this Section 13.5 shall survive any termination of
this Agreement.
13.6. This Agreement or any of the rights and obligations hereunder
may not be assigned by the Company, the Distributor or the Trust
without the prior written consent of the other party.
A copy of the Trust's Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts and notice is hereby given that this
instrument is executed on behalf of the trustees and not individually, and that
the obligations of this instrument are not binding upon any of the trustees,
officers or shareholders of the Trust individually, but binding only upon the
assets and property of the Trust.
18
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and behalf by its duly authorized
officer on the date specified below.
STI CLASSIC VARIABLE TRUST
(Trust)
Date: APRIL 30, 1999 By:/s/ XXXXX X. XXXXXX
-------------- -------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President & Assistant Secretary
SEI INVESTMENTS DISTRIBUTION CO.
(Distributor)
Date: APRIL 30, 1999 By:/s/ XXXXX X. XXXXXX
-------------- -------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President & General Counsel
LINCOLN BENEFIT LIFE COMPANY
Date: APRIL 30, 1999 By:/s/ XXXXXX X. XXXX
-------------- ------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
19
SCHEDULE 1
Accounts of the Company
Investing in the Trust
Effective as of the date the Agreements was executed, the following separate
accounts of the Company are subject to the Agreement:
------------------------------- ----------------------------- -------------------------- ------------------------------
Name of Account and Subaccounts Date Established by Board of SEC 1940 Act Registration Type of Product Supported by
Directors of the Company Number Account
------------------------------- ----------------------------- -------------------------- ------------------------------
Lincoln Benefit Life Variable 811-7924 Flexible Premium Deferred
Annuity Account Variable Annuity Contracts
------------------------------- ----------------------------- -------------------------- ------------------------------
Effective as of _____________ the following Separate Accounts of the Company are hereby added to this schedule 1
and made subject to the Agreement.
------------------------------- ----------------------------- -------------------------- ------------------------------
Name of Account and Subaccounts Date Established by Board of SEC 1940 Act Registration Type of Product Supported by
Directors of the Company Number Account
------------------------------- ----------------------------- -------------------------- ------------------------------
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 1 in accordance with Article XI of the Agreement.
STI Classic Variable Trust Lincoln Benefit Life Company
-------------------------- ----------------------------
SEI Investments Distribution Co.
--------------------------------
20
SCHEDULE 2
Classes of Contracts
Supported by Separate Accounts
Listed on Schedule I
Effective as of the date the Agreement was executed, the following classes of
Contracts are subject to the Agreement:
------------------------------- ----------------------------- -------------------------- ------------------------------
Policy Marketing Name SEC 1933 Act Registration Name of Supporting Account Annuity or Life
Number
------------------------------- ----------------------------- -------------------------- ------------------------------
Lincoln Benefit Life Consultant 333-5045 Lincoln Benefit Life Annuity
I VA Variable Annuity Acct.
------------------------------- ----------------------------- -------------------------- ------------------------------
Lincoln Benefit Life Consultant 333-50737 Lincoln Benefit Life Annuity
II VA Variable Annuity Acct.
------------------------------- ----------------------------- -------------------------- ------------------------------
Effective as of_______________ the following classes of Contracts are hereby added to this Schedule 2 and
made subject to the Agreement:
------------------------------- ----------------------------- -------------------------- ------------------------------
Policy Marketing Name SEC 1933 Act Registration Name of Supporting Account Annuity or Life
Number
------------------------------- ----------------------------- -------------------------- ------------------------------
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 2 in accordance with Article XI of the Agreement.
STI Classic Variable Trust Lincoln Benefit Life Company
-------------------------- -----------------------------
SEI Investments Distribution Co.
--------------------------------
21
SCHEDULE 3
Trust Series and Other Funding
Vehicles Available Under
Each Class of Contracts
Effective as of the date the Agreement was executed, the following Trust Series
and other Funding Vehicles are available under the Contracts:
--------------------------- ------------------------ ---------------------
Contracts Marketing Name Trust Series Other Funding
--------------------------- ------------------------ ---------------------
Consultant I VA Capital Growth
Value Income Stock
International Fund
--------------------------- ------------------------ ---------------------
Consultant II VA Capital Growth
Value Income Stock
International Fund
--------------------------- ------------------------ ---------------------
Effective as of , this Schedule 3 is hereby amended to reflect the following
changes in Trust Series and other funding vehicles:
--------------------------- ------------------------ ---------------------
Contracts Marketing Name Trust Series Other Funding
--------------------------- ------------------------ ---------------------
None
--------------------------- ------------------------ ---------------------
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 3 in accordance with Article XI of the Agreement.
STI Classic Variable Trust Lincoln Benefit Life Company
-------------------------- ---------------------------
SEI Investments Distribution Co.
---------------------------------
22
SCHEDULE 4
Investment Restrictions
Applicable to the Trust
Effective as of the date the Agreement was executed, the following investment
restrictions are applicable to the Trust:
o CALIFORNIA DIVERSIFICATION GUIDELINES FOR FOREIGN COUNTRY INVESTMENTS BY A
PORTFOLIO OF A SEPARATE ACCOUNT
o CALIFORNIA BORROWING GUIDELINE LIMITS APPLICABLE TO A PORTFOLIO OF A
SEPARATE ACCOUNT
Effective as of ___________________, this Schedule 4 is hereby amended to
reflect the following changes:
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 4 in accordance with Article XI of the Agreement.
STI Classic Variable Trust Lincoln Benefit Life Company
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SEI Investments Distribution Co.
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