PARTICIPATION AGREEMENT Among and
EXHIBIT 8(k)(i)
Among
X. XXXX PRICE INTERNATIONAL SERIES, INC.,
X. XXXX PRICE INVESTMENT SERVICES, INC.
and
IL ANNUITY AND INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of this 5th day of September, 1995 by and among IL
ANNUITY AND INSURANCE COMPANY (hereinafter, the “Company”), a Massachusetts insurance company, on
its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule
A hereto as may be amended from time to time (each account hereinafter referred to as the
“Account”), and the undersigned funds, each, a corporation organized under the laws of Maryland
(hereinafter referred to as the “Fund”) and X. Xxxx Price Investment Services, Inc. (hereinafter
the “Underwriter”), a Maryland corporation.
WHEREAS, the Fund engages in business as an open-end management investment company and is or
will be available to act as the investment vehicle for separate accounts established for variable
life insurance and variable annuity contracts (the “Variable Insurance Products”) to be offered by
insurance companies which have entered into participation agreements with the Fund and Underwriter
(hereinafter “Participating Insurance Companies”); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each
designated a “Portfolio” and representing the interest in a particular managed portfolio of
securities and other assets; and
WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (“SEC”)
granting Participating Insurance Companies and variable annuity and variable life insurance
separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the
Investment Company Act of 1940, as amended, (hereinafter the “1940 Act”) and Rules 6e-2(b)(15) and
6e-3(T) (b)(15) thereunder, if and to the extent necessary to permit shares of the Fund to be sold
to and held by variable annuity and variable life insurance separate accounts of both affiliated
and unaffiliated life insurance companies (hereinafter the “Shared Funding Exemptive Order”); and
WHEREAS, the Fund is registered as an open-end management investment company under the 1940
Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended
(hereinafter the “1933 Act”); and
WHEREAS, X. Xxxx Price Associates, Inc. and Xxxx Xxxxx-Xxxxxxx International, Inc. (each
hereinafter referred to as the “Adviser”) are each duly registered as an investment adviser under
the federal Investment Advisers Act of 1940, as amended, and any applicable state securities laws;
and
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WHEREAS, the Company has registered or will register certain variable life insurance or
variable annuity contracts supported wholly or partially by the Account (the “Contracts”) under
the 1933 Act, and said Contracts are listed in Schedule A hereto, as it may be amended from time
to time by mutual written agreement; and
WHEREAS, the Account is duly established and maintained as a segregated asset account,
established by resolution of the Board of Directors of the Company, on the date shown for such
Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid
Contracts; and
WHEREAS, the Company has registered or will register the Account as a unit investment trust
under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the SEC under the Securities
Exchange Act of 1934, as amended (hereinafter the “1934 Act”), and is a member in good standing of
the National Association of Securities Dealers, Inc. (hereinafter “NASD”); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company
intends to purchase shares in the Portfolios listed in Schedule A hereto, as it may be amended
from time to time by mutual written agreement (the “Designated Portfolios”) on behalf of the
Account to fund the aforesaid Contracts, and the Underwriter is authorized to sell such shares to
unit investment trusts such as the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the
Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios
which the Account orders, executing such orders on a daily basis at the net asset value next
computed after receipt by the Fund or its designee of the order for the shares of the Designated
Portfolios.
1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the
applicable net asset value per share by the Company and the Account on those days on which the Fund
calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best
efforts to calculate such net asset value on each day which the New York Stock Exchange is open for
trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the
“Board”) may refuse to sell shares of any Designated Portfolio to any person, or suspend or
terminate the offering of shares of any Designated Portfolio if such action is required by law or
by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in
good faith and in light of their fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of such Designated Portfolio.
1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to
Participating Insurance Companies and their separate accounts. No shares of any Designated
Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund
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shares to any insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I and VII of this Agreement is in effect to govern such sales.
1.4 The Fund agrees to redeem, on the Company’s request, any full or fractional shares of the
Designated Portfolios held by the Company, executing such requests on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the request for redemption,
except that the Fund reserves the right to suspend the right of redemption or postpone the date of
payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales
thereunder, and in accordance with the procedures and policies of the Fund as described in the then
current prospectus.
1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for
receipt of purchase and redemption orders from the Account, and receipt by such designee shall
constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore
time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following
Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for
trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.
1.6 The Company agrees to purchase and redeem the shares of each Designated Portfolio offered
by the then current prospectus of the Fund and in accordance with the provisions of such
prospectus.
1.7 The Company shall pay for Fund shares on the next Business Day after receipt of an order
to purchase Fund shares. Payment shall be in federal funds transmitted by wire by 4:00 p.m.
Baltimore time. If payment in Federal Funds for any purchase is not received or is received by the
Fund after 4:00 p.m. Baltimore time on such Business Day, the Company shall promptly, upon the
Fund’s request, reimburse the Fund for any charges, costs, fees, interest or other expenses
incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund,
or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the
Fund based upon such purchase request. For purposes of Section 2.8 and 2.9 hereof, upon receipt by
the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Fund.
1.8 Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates
will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in
an appropriate title for each Account or the appropriate subaccount of each Account.
1.9 The Fund shall furnish same day notice (by wire or telephone, followed by written
confirmation) to the Company of any income, dividends or capital gain distributions payable on the
Designated Portfolios’ shares. The Company hereby elects to receive all such income, dividends, and
capital gain distributions as are payable on Designated Portfolio shares in additional shares of
that Portfolio. The Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify the Company of the
number of shares so issued as payment of such dividends and distributions.
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The Fund shall use its best efforts to furnish advance notice of the day such dividends and
distributions are expected to be paid.
1.10 The Fund shall make the net asset value per share for each Designated Portfolio available
to the Company on a daily basis as soon as reasonably practical after the net asset value per share
is calculated (normally by 6:30 p.m. Baltimore time) and shall use its best efforts to make such
net asset value per share available by 7 p.m. Baltimore time.
1.11 The Parties hereto acknowledge that the arrangement contemplated by this Agreement is not
exclusive; the Fund’s shares may be sold to other insurance companies (subject to Section 1.3 and
Article VI hereof) and the cash value of the Contracts may be invested in other investment
companies, provided, however, that (a) such other investment company, or series thereof, has
investment objectives or policies that are different from the investment objectives and policies of
the Fund; or (b) the Company gives the Fund and the Underwriter 45 days written notice of its
intention to make such other investment company available as a funding vehicle for the Contracts;
or (c) such other investment company was available as a funding vehicle for the Contracts prior to
the date of this Agreement and the Company so informs the Fund and Underwriter prior to their
signing this Agreement; or (d) the Fund or Underwriter consents to the use of such other investment
company, such consent not to be unreasonably withheld.
ARTICLE II. Representations and Warranties
2.1 The Company represents and warrants that the Contracts are or will be registered under the
1933 Act; that the Contracts will be issued and sold in compliance in all material respects with
all applicable federal and state laws and that the sale of the Contracts shall comply in all
material respects with state insurance suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established the Account prior to any issuance or sale thereof
as a segregated asset account under the Massachusetts insurance laws and has registered or, prior
to any issuance or sale of the Contracts, will register the Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated investment account for the
Contracts.
2.2 The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be
registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of
the Commonwealth of Massachusetts and all applicable federal and state securities laws and that the
Fund is and shall remain registered under the 0000 Xxx. The Fund shall amend the Registration
Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order
to effect the continuous offering of its shares. The Fund shall register and qualify the shares for
sale in accordance with the laws of the various states only if and to the extent deemed advisable
by the Fund or the Underwriter.
2.3 The Fund currently does not intend to make any payments to finance distribution expenses
pursuant to Rule 12b-1 under the 1940 Act, although it may make such payments in the future. To the
extent that it decides to finance distribution expenses pursuant to Rule 12b-l, the Fund will
undertake to have a Board, a majority of whom are not interested persons of the Fund,
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formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance
distribution expenses.
2.4 The Fund makes no representations as to whether any aspect of its operations, including
but not limited to, investment policies, fees and expenses, complies with the insurance and other
applicable laws of the various states, except that the Fund represents that the Fund’s investment
policies, fees and expenses are and shall at all times remain in compliance with the laws of the
Commonwealth of Massachusetts to the extent required to perform this Agreement.
2.5 The Fund represents that it is lawfully organized and validly existing under the laws of
the State of Maryland and that it does and will comply in all material respects with the 1940 Act.
2.6 The Underwriter represents and warrants that it is a member in good standing of the NASD
and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will
sell and distribute the Fund shares in accordance with the laws of the State of Massachusetts and
any applicable state and federal securities laws.
2.7 The Underwriter represents and warrants that the Adviser is and shall remain duly
registered under all applicable federal and state securities laws and that the Adviser shall
perform its obligations for the Fund in compliance in all material respects with the laws of the
State of Massachusetts and any applicable state and federal securities laws.
2.8 The Fund and the Underwriter represent and warrant that all of their directors, officers,
employees, investment advisers, and other individuals or entities dealing with the money and/or
securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond
or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as
required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from
time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be
issued by a reputable bonding company.
2.9 The Company represents and warrants that all of its directors, officers, employees, and
other individuals/entities employed or controlled by the Company dealing with the money and/or
securities of the Fund are covered by a blanket fidelity bond or similar coverage in an amount not
less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is
issued by a reputable bonding company. The Company agrees that any amounts received under such bond
in connection with claims that arise from the arrangements described in this Agreement will be held
by the Company for the benefit of the Fund. The Company agrees to make all reasonable efforts to
see that this bond or another bond containing these provisions is always in effect, and agrees to
notify the Fund and the Underwriter in the event that such coverage no longer applies. The Company
agrees to exercise its best efforts to ensure that other individuals/entities not employed or
controlled by the Company and dealing with the money and/or securities of the Fund maintain a
similar bond or coverage in a reasonable amount.
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ARTICLE III. Prospectuses, Statements of Additional Information, and Proxy Statements:
Voting
3.1 The Underwriter shall provide the Company with as many copies of the Fund’s current
prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such
documentation (including a final copy of the new prospectus as set in type at the Fund’s expense)
and other assistance as is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and
the Fund’s prospectus printed together in one document. The Fund shall bear the expense of printing
its current prospectus for distribution to existing Contract owners, and the Company shall bear the
expense of printing the Fund’s current prospectus for distribution to prospective Contract owners.
3.2 The Fund’s prospectus shall state that the current Statement of Additional Information
(“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund),
and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide
a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who
requests such SAI.
3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material,
reports to shareholders, and other communications to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners.
3.4 The Company shall:
| (i) | solicit voting instructions from Contract owners; | ||
| (ii) | vote the Fund shares in accordance with instructions received from Contract owners; and | ||
| (iii) | vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio for which instructions have been received, |
so long as and to the extent that the SEC continues to interpret the 1940 Act to require
pass-through voting privileges for variable contract owners or to the extent otherwise required by
law. The Company reserves the right to vote Fund shares held in any segregated asset account in its
own right, to the extent permitted by law.
3.5 Participating Insurance Companies shall be responsible for assuring that each of their
separate accounts participating in a Designated Portfolio calculates voting privileges as required
by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund
may adopt.
3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders,
and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of
the 1940 Act (although the Fund is not one of the trusts described in Section
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16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further,
the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a)
with respect to periodic elections of directors or trustees and with whatever rules the SEC may
promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee,
each piece of sales literature or other promotional material that the Company develops or uses and
in which the Fund (or a Portfolio thereof) or the Adviser or the Underwriter is named, at least
fifteen calendar days prior to its use. No such material shall be used if the Fund or its designee
reasonably object to such use within fifteen calendar days after receipt of such material. The Fund
or its designee reserves the right to reasonably object to the continued use of such material, and
no such material shall be used if the Fund or its designee so object.
4.2 The Company shall not give any information or make any representations or statements on
behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or prospectus or SAI for
the Fund shares, as such registration statement and prospectus or SAI may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund, or in sales
literature or other promotional material approved by the Fund or its designee or by the
Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to
the Company, each piece of sales literature or other promotional material in which the Company,
and/or its Account, is named at least fifteen calendar days prior to its use. No such material
shall be used if the Company reasonably objects to such use within fifteen calendar days after
receipt of such material. The Company reserves the right to reasonably object to the continued use
of such material and no such material shall be used if the Company so objects.
4.4 The Fund and the Underwriter 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 a registration statement, prospectus, or SAI for the
Contracts, as such registration statement, prospectus or SAI may be amended or supplemented from
time to time, or in published reports for the Account which are in the public domain or approved by
the Company for distribution to Contract owners, or in sales literature or other promotional
material approved by the Company or its designee, except with the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all registration
statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all amendments to any
of the above, that relate to the Fund or its shares, contemporaneously with the filing of such
document(s) with the SEC or other regulatory authorities.
4.6 The Company will provide to the Fund at least one complete copy of all registration
statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales
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literature and other promotional materials, applications for exemptions, requests for
no-action letters, and all amendments to any of the above, that relate to the Contracts or the
Account, contemporaneously with the filing of such document(s) with the SEC or other regulatory
authorities.
4.7 For purposes of this Article IV, the phrase “sales literature and other promotional
materials” includes, but is not limited to, any of the following that refer to the Fund or any
affiliate of the Fund: advertisements (such as material published, or designed for use in, a
newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available to customers or
the public, including brochures, circulars, reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made generally available
to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder
reports, proxy materials, and any other communications distributed or made generally available with
regard to the Funds.
ARTICLE V. Fees and Expenses
5.1 The Fund and the Underwriter shall pay no fee or other compensation to the Company under
this Agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to
Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company
or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing,
and such payments will be made out of existing fees otherwise payable to the Underwriter, past
profits of the Underwriter, or other resources available to the Underwriter. No such payments shall
be made directly by the Fund. Currently, no such payments are contemplated.
5.2 All expenses incident to performance by the Fund under this Agreement shall be paid by the
Fund, except as otherwise provided herein. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law and, if and to the
extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale.
The Fund shall bear the expenses for the cost of registration and qualification of the Fund’s
shares, preparation and filing of the Fund’s prospectus and registration statement, proxy materials
and reports, setting the prospectus in type, setting in type and printing the proxy materials and
reports to shareholders (including the costs of printing a prospectus that constitutes an annual
report), the preparation of all statements and notices required by any federal or state law, and
all taxes on the issuance or transfer of the Fund’s shares.
5.3 The Company shall bear the expenses of distributing the Fund’s prospectus, proxy
materials, and reports to Contract owners and prospective Contract owners.
ARTICLE VI. Diversification and Qualification
6.1 Subject to the Company’s maintaining the treatment of the Contracts as life insurance,
endowment, or annuity contracts under applicable provisions of the Internal Revenue
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Code of 1986, as amended (the “Code”) and the regulations issued thereunder (or any successor
provisions), the Fund will invest its assets in such a manner as to ensure that the Contracts will
be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the
Code and the regulations issued thereunder (or any successor provisions). Without limiting the
scope of the foregoing, the Fund will comply with Section 817(h) of the Code and Treasury
Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts, and any amendments or
other modifications or successor provisions to such Section or Regulations. In the event of a
breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company
of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the
grace period afforded by Regulation 817.5.
6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company
under Subchapter M of the Code, and that it will make every effort to maintain such qualification
(under Subchapter M or any successor or similar provisions) and that it will 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 Subject to the Fund’s compliance with Section 817(h) of the Code and Treasury Regulation
§1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements
for variable annuity, endowment, or life insurance contracts, any amendments or other modifications
or successor provisions to such Sections or Regulations, the Company represents that the Contracts
are currently, and at the time of issuance shall be, treated as life insurance, endowment
contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it
will make every effort to maintain such treatment, and that it will notify the Fund and the
Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to
be so treated or that they might not be so treated in the future. The Company agrees that any
prospectus offering a contract that is a “modified endowment contract” as that term is defined in
Section 7702A of the Code (or any successor or similar provision), shall identify such contract as
a modified endowment contract.
ARTICLE VII. Potential Conflicts. The following provisions apply effective upon investment
in the Fund by a separate account of a Participating Insurance Company supporting variable life
insurance contracts.
7.1 The Board will monitor the Fund for the existence of any material irreconcilable conflict
between the interests of the contract owners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by
any state insurance regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities regulatory
authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable material conflict exists and
the implications thereof.
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7.2 The Company will report any potential or existing conflicts of which it is aware to the
Board. The Company will assist the Board in carrying out its responsibilities under the Shared
Funding Exemptive Order, by providing the Board with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever Contract owner voting instructions are disregarded.
7.3 If it is determined by a majority of the Board, or a majority of its disinterested
members, that a material irreconcilable conflict exists, the Company and other Participating
Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined
by a majority of the disinterested Board members), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets
allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting
such assets in a different investment medium, including (but not limited to) another Portfolio of
the Fund, or submitting the question whether such segregation should be implemented to a vote of
all affected contract owners and, as appropriate, segregating the assets of any appropriate group
(i.e., annuity contract owners, life insurance contract owners, or variable contract owners
of one or more Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected contract owners the option of making such a change; and (2), establishing
a new registered management investment company or managed separate account.
7.4 If a material irreconcilable conflict arises because of a decision by the Company to
disregard contract owner voting instructions and that decision represents a minority position or
would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw
the affected Account’s investment in the Fund and terminate this Agreement with respect to such
Account provided, however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and termination must take place within six
(6) months after the Fund gives written notice that this provision is being implemented, and until
the end of that six month period the Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
7.5 If a material irreconcilable conflict arises because a particular state insurance
regulator’s decision applicable to the Company conflicts with the majority of other state
regulators, then the Company will withdraw the affected Account’s investment in the Fund and
terminate this Agreement with respect to such Account within six months after the Board informs the
Company in writing that it has determined that such decision has created an irreconcilable material
conflict; provided, however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall
continue to accept and implement orders by the company for the purchase (and redemption) of shares
of the Fund.
7.6 For purposes of Section 7.3 through 7.6 of this Agreement, a majority of the disinterested
members of the Board shall determine whether any proposed action adequately remedies any
irreconcilable material conflict, but in no event will the Fund be required to
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establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3
to establish a new funding medium for the Contract if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the irreconcilable material
conflict. In the event that the Board determines that any proposed action does not adequately
remedy any irreconcilable material conflict, then the Company will withdraw the Account’s
investment in the Fund and terminate this Agreement within six (6) months after the Board informs
the Company in writing of the foregoing determination; provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested members of the Board.
7.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to
provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms
and conditions materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as
adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1., 7.2, 7.3,
7.4, and 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
8.1(a). The Company agrees to indemnify and hold harmless the Fund and the Underwriter and
each of their officers and directors and each person, if any, who controls the Fund or the
Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified
Parties” for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may become subject under any
statute or regulation, 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 sale or
acquisition of the Fund’s shares or the Contracts and:
| (i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement, prospectus, or statement of additional information for the Contracts or contained in the Contracts or sales literature for the Contracts (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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and |
-12-
| in conformity with information furnished to the Company by or on behalf of the Fund for use in the Registration Statement, prospectus or statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or | |||
| (ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or | ||
| (iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto 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 if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or | ||
| (iv) | arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VI of this Agreement); or | ||
| (v) | arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, |
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision with respect to
any losses, claims, damages, liabilities or litigation 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 its obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision with respect to
any claim made against an Indemnified Party unless such Indemnified Party shall have notified the
Company in writing within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
-13-
Indemnified Party (or after such Indemnified Party shall have received notice of such service
on any designated agent), but failure to notify the Company of any such claim shall not relieve the
Company from any liability which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In case any such action is
brought against an Indemnified Party, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action and to settle the claim at its
own expense; provided, however, that no such settlement shall, without the Indemnified Parties’
written consent, include any factual stipulation referring to the Indemnified Parties or their
conduct. After notice from the Company to such party of the Company’s election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Company will 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.
8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any
litigation or proceedings against them in connection with the issuance or sale of the Fund Shares
or the Contracts or the operation of the Fund.
8.2 Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of it
directors and officers and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section
8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Underwriter) or litigation (including legal and other expenses) to
which the Indemnified Parties may become subject under any statute or regulation, 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 sale or acquisition of the Fund’s shares or the
Contracts; and
| (i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or SAI or sales literature of the Fund (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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the Registration Statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
-14-
| (ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or | ||
| (iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or | ||
| (iv) | arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or | ||
| (v) | arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; |
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification provision with respect
to any losses, claims, damages, liabilities or litigation 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 or such Indemnified Party’s duties or by reason of such Indemnified
Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the
Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable under this indemnification provision with respect
to any claim made against an Indemnified Party unless such Indemnified Party shall have notified
the Underwriter in writing within a reasonable time after the summons or other first legal process
giving 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 Underwriter of any such claim shall not relieve the Underwriter
from any liability which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any such action is brought
against the Indemnified Party, the Underwriter will be entitled to
-15-
participate, at its own expense, in the defense thereof. The Underwriter also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party named in the action
and to settle the claim at its own expense; provided, however, that no such settlement shall,
without the Indemnified Parties’ written consent, include any factual stipulation referring to the
Indemnified Parties or their conduct. After notice from the Underwriter to such party of the
Underwriter’s election to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Underwriter will 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.
8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any
litigation or proceedings against it or any of its officers or directors in connection with the
issuance or sale of the Contracts or the operation of the Account.
8.3 Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors
and officers and each person, if any, who controls the Company within the meaning of Section 15 of
the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any
and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other expenses) to which the
Indemnified Parties may be required to pay or may become subject under any statute or regulation,
at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or
expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund
and:
| (i) | arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or | ||
| (ii) | arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; |
as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification provision with respect to any
losses, claims, damages, liabilities or litigation 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 the Company, the Fund, the
Underwriter or the Account, whichever is applicable.
-16-
8.3(c). The Fund shall not be liable under this indemnification provision with respect to any
claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund
in writing within a reasonable time after the summons or other first legal process giving
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 Fund of any such claim shall not relieve the Fund from any liability which it
may have to the Indemnified Party against whom such action is brought otherwise than on account of
this indemnification provision. In case any such action is brought against the Indemnified Parties,
the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also
shall be entitled to assume the expense thereof, with counsel satisfactory to the party named in
the action and to settle the claim at its own expense; provided, however, that no such settlement
shall, without the Indemnified Parties’ written consent, include any factual stipulation referring
to the Indemnified Parties or their conduct. After notice from the Fund to such party of the Fund’s
election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of
any additional counsel retained by it, and the Fund will 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.
8.3(d). The Company and the Underwriter agree promptly to notify the Fund of the commencement
of any litigation or proceeding against it or any of its respective officers or directors in
connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account,
or the sale or acquisition of shares of the Fund.
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 State of Maryland.
9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the
rules and regulations and rulings thereunder, including such exemptions from those statutes, rules
and regulations as the SEC may grant (including, but not limited to, any Shared Funding Exemptive
Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1 This Agreement shall continue in full force and effect until the first to occur of:
| (a) | termination by any party, for any reason with respect to some or all Designated Portfolios, by six (6) months’ advance written notice delivered to the other parties; or | ||
| (b) | termination by the Company by written notice to the Fund and the Underwriter with respect to any Designated Portfolio based upon the Company’s determination that shares of the Fund are not reasonably available to meet the requirements of the Contracts; provided that such |
-17-
| termination shall apply only to the Designated Portfolio not reasonably available; or | |||
| (c) | termination by the Company by written notice to the Fund and the Underwriter in the event any of the Designated Portfolio’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 media of the Contracts issued or to be issued by the Company; or | ||
| (d) | termination by the Fund or Underwriter in the event that formal administrative proceedings are instituted against the Company by the NASD, the SEC, the Insurance Commissioner or like official 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 any Account, or the purchase of the Fund shares, provided, however, that the Fund or Underwriter determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or | ||
| (e) | termination by the Company in the event that formal administrative proceedings are instituted against the Fund or Underwriter by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Underwriter to perform its obligations under this Agreement; or | ||
| (f) | termination by the Company by written notice to the Fund and the Underwriter with respect to any Designated Portfolio in the event that such Designated Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof, or if the Company reasonably believes that such Designated Portfolio may fail to so qualify or comply; or | ||
| (g) | termination by the Fund or Underwriter by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Article VI hereof; or | ||
| (h) | termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
-18-
| (i) | termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or | ||
| (j) | termination by the Fund or the Underwriter by written notice to the Company, if the Company gives the Fund and the Underwriter the written notice specified in Section 1.11 hereof and at the time such notice was given there was no notice of termination outstanding under any other provision of this Agreement; provided, however, any termination under this Section 10.1(j) shall be effective sixty days after the notice specified in Section 1.11 was given. |
10.2 Effect of Termination. Notwithstanding any termination of this Agreement, the
Fund and the Underwriter shall, at the option of the Company, continue to make available additional
shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing
Contracts”). Specifically, the owners of the Existing Contracts may be permitted to reallocate
investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making
of additional purchase payments under the Existing Contracts. The parties agree that this Section
10.2 shall not apply to any termination under Article VII and the effect of such Article VII
termination shall be governed by Article VII of this Agreement. The parties further agree that this
Section 10.2 shall not apply to any termination under Section 10.1(g) of this Agreement.
10.3 The Company shall not redeem Fund shares attributable to the Contracts (as opposed to
Fund shares attributable to the Company’s assets held in the Account) except (i) as necessary to
implement Contract Owner initiated or approved transactions, (ii) as required by state and/or
federal laws or regulations or judicial or other legal precedent of general application
(hereinafter referred to as a “Legally Required Redemption”), or (iii) as permitted by an order of
the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish
to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be
reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant
to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted
under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating
payments to a Portfolio that was otherwise available under the Contracts without first giving the
Fund or the Underwriter 90 days notice of its intention to do so.
10.4 Notwithstanding any termination of this Agreement, each party’s obligation under Article
VIII to indemnify the other parties shall survive.
10.5 Any successor by law of the parties hereto shall be entitled to the benefits of the
indemnification provisions contained in Article VIII.
-19-
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other
party at the address of such party set forth below or at such other address as such party may from
time to time specify in writing to the other party.
If to the Fund:
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
If to the Company:
IL Annuity and Insurance Company
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx X. XxXxxxxx, Esq.
Associate General Counsel and Secretary
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx X. XxXxxxxx, Esq.
Associate General Counsel and Secretary
If to Underwriter:
X. Xxxx Price Investment Services
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Copy to: Xxxxx X. Xxxxxxx, Esq.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Copy to: Xxxxx X. Xxxxxxx, Esq.
ARTICLE XII. Miscellaneous
12.1 All persons dealing with the Fund must look solely to the property of such Fund, and in
the case of a series company, the respective Designated Portfolio listed on Schedule A hereto as
though such Designated Portfolio had separately contracted with the Company and the Underwriter for
the enforcement of any claims against the Fund. The parties agree that neither the Board, officers,
agents or shareholders assume any personal liability or responsibility for obligations entered into
by or on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory authority, each party hereto
shall treat as confidential the names and addresses of the owners of the Contracts and all
information reasonably identified as confidential in writing by any other party hereto 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 affected party until
such time as such information may come into the public domain.
12.3 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.
-20-
12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
12.5 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.
12.6 Each party hereto shall cooperate with each other party and all appropriate governmental
authorities (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.
Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the
Massachusetts Insurance Commissioner with any information or reports in connection with services
provided under this Agreement which such Commissioner may request in order to ascertain whether the
variable annuity operations of the Company are being conducted in a manner consistent with
Massachusetts variable annuity laws and regulations and any other applicable law or regulations.
12.7 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.
12.8 This Agreement or any of the rights and obligations hereunder may not be assigned by any
party without the prior written consent of all parties hereto.
-21-
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its
name and on its behalf by its duly authorized representative and its seal to be hereunder affixed
hereto as of the date specified below.
| COMPANY: | IL ANNUITY AND INSURANCE COMPANY | |||||||
| IL ANNUITY AND INSURANCE COMPANY |
By its authorized officer | |||||||
| Attest: | ||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | By: | /s/ Xxxxxxx X. Xxxxxx | |||||
Title:
|
Assistant Secretary | Title: | President | |||||
Date:
|
Sept. 8, 1995 | Date: | Sept. 8, 1995 | |||||
| FUND: | X. XXXX PRICE INTERNATIONAL SERIES, INC. | |||||||
| By its authorized officer | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||||||
| Title: | Vice President | |||||||
| Date: | September 5, 1995 | |||||||
| UNDERWRITER: | X. XXXX PRICE INVESTMENT SERVICES, INC. | |||||||
| By its authorized officer | ||||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Title: | Vice President | |||||||
| Date: | September 5, 1995 | |||||||
SCHEDULE A
| Name of Separate Account and | ||||
| Date Established by Board | Contracts Funded by | |||
| of Directors | Separate Account | Designated Portfolios | ||
IL Annuity and Insurance
Co. Separate Account 1
(11-1-94)
|
VA-95 | X. Xxxx Price International Series, Inc. | ||
• X. Xxxx Price
International Stock
Portfolio |
