PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., NATIONAL SECURITY LIFE AND ANNUITY COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND OHIO NATIONAL EQUITIES, INC.
BY AND AMONG
AIM VARIABLE INSURANCE FUNDS
(INVESCO VARIABLE INSURANCE FUNDS),
(INVESCO VARIABLE INSURANCE FUNDS),
INVESCO DISTRIBUTORS, INC.,
NATIONAL SECURITY LIFE AND ANNUITY COMPANY,
ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS,
ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS,
AND
OHIO NATIONAL EQUITIES, INC.
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THIS AGREEMENT, made and entered into as of the 1st day of June, 2010
(“Agreement”), by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF (IVIF)”),
INVESCO Distributors, Inc., a Delaware corporation (“INVESCO”), National Security Life and Annuity
Company, a New York life insurance company (“LIFE COMPANY”), on behalf of itself and each of its
segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to
time (each, an “Account,” and collectively, the “Accounts”); and Ohio National Equities, Inc., an
affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”)
(collectively, the “Parties”).
WITNESSETH THAT:
WHEREAS, AVIF (IVIF) is registered with the Securities and Exchange Commission (“SEC”) as an
open-end management investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”); and
WHEREAS, AVIF (IVIF) currently consists of separate series portfolios (“Series”), offering
shares (“Shares”) each of which are registered under the Securities Act of 1933, as amended (the
“1933 Act”) and are currently sold to one or more separate accounts of life insurance companies to
fund benefits under variable annuity contracts and variable life insurance contracts; and
WHEREAS, AVIF (IVIF) will make Shares of each Series listed on Schedule A hereto as the
Parties hereto may amend from time to time (each a “Fund”; reference herein to “AVIF (IVIF)”
includes reference to each Fund, to the extent the context requires) available for purchase by the
Accounts; and
WHEREAS, LIFE COMPANY will be the issuer of certain variable annuity contracts and variable
life insurance contracts (“Contracts”) as set forth on Schedule A hereto, as the Parties hereto
may amend from time to time, which Contracts (hereinafter collectively, the “Contracts”), if
required by applicable law, will be registered under the 1933 Act; and
WHEREAS, LIFE COMPANY will fund the Contracts through the Accounts, each of which may be
divided into two or more subaccounts (“Subaccounts”; reference herein to an “Account” includes
reference to each Subaccount thereof to the extent the context requires); and
WHEREAS, LIFE COMPANY will serve as the depositor of the Accounts, each of which is registered
as a unit investment trust investment company under the 1940 Act (or exempt therefrom), and the
security interests deemed to be issued by the Accounts under the Contracts will be registered as
securities under the 1933 Act (or exempt therefrom); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY
intends to purchase Shares in one or more of the Funds on behalf of the Accounts to fund the
Contracts; and
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WHEREAS, UNDERWRITER is a broker-dealer registered with the SEC under the Securities Exchange
Act of 1934 (“1934 Act”) and a member in good standing of the Financial Industry Regulatory
Authority (“FINRA”);
WHEREAS, INVESCO is a broker-dealer registered with the SEC under the 1934 Act and a member
in good standing of FINRA;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the
Parties hereto agree as follows:
Section 1. Available Funds
1.1 Availability
AVIF (IVIF) will make Shares of each Fund available to LIFE COMPANY for purchase and
redemption at net asset value and with no sales charges, subject to the terms and conditions of
this Agreement. The Board of AVIF (IVIF) (the “Board”) may refuse to sell Shares of any Fund to
any person, or suspend or terminate the offering of Shares of any Fund (a) if such action is
required by law or by regulatory authorities having jurisdiction, (b) if, in the sole discretion of
the Trustees acting in good faith and in light of their fiduciary duties under federal and any
applicable state laws, such action is deemed in the best interests of the shareholders of such
Fund, or (c) if such action is required by any policies that the Board has adopted and that apply
to all Participating Insurance Companies.
1.2 Addition, Deletion or Modification of Funds
The Parties hereto may agree, from time to time, to add other Funds to provide additional
funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending
Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF
(IVIF), or its Shares herein shall include a reference to any such additional Fund. Schedule A, as
amended from time to time, is incorporated herein by reference and is a part hereof.
1.3 No Sales to the General Public
AVIF (IVIF) represents and warrants that no Shares of any Fund have been or will be sold to
the general public.
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Section 2. Processing Transactions
2.1 Timely Pricing and Orders
(a) AVIF (IVIF) or its designated agent will use its best efforts to provide LIFE COMPANY with
the net asset value per Share for each Fund by 6:00 p.m. Central Time on each Business Day. As
used herein, “Business Day” shall mean any day on which (i) the New York Stock Exchange is open for
regular trading, and (ii) AVIF (IVIF) calculates the Fund’s net asset value.
(b) LIFE COMPANY will use the data provided by AVIF (IVIF) each Business Day pursuant to
paragraph (a) immediately above to calculate Account unit values and to process transactions that
receive that same Business Day’s Account unit values. LIFE COMPANY will perform such Account
processing the same Business Day, and will place corresponding orders to purchase or redeem Shares
with AVIF (IVIF) by 9:00 a.m. Central Time the following Business Day; provided, however, that AVIF
(IVIF) shall provide additional time to LIFE COMPANY in the event that AVIF (IVIF) is unable to
meet the 6:00 p.m. time stated in paragraph (a) immediately above. Such additional time shall be
equal to the additional time that AVIF (IVIF) takes to make the net asset values available to LIFE
COMPANY.
(c) With respect to payment of the purchase price by LIFE COMPANY and of redemption proceeds
by AVIF (IVIF), LIFE COMPANY and AVIF (IVIF) shall net purchase and redemption orders with respect
to each Fund and shall transmit one net payment per Fund in accordance with Section 2.2, below.
(d) If AVIF (IVIF) provides materially incorrect Share net asset value information (as
determined under SEC guidelines), LIFE COMPANY shall be entitled to an adjustment to the number of
Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error
in the calculation or reporting of net asset value per Share, dividend or capital gain information
shall be reported promptly upon discovery to LIFE COMPANY. Materiality and reprocessing cost
reimbursement shall be determined in accordance with standards established by the Parties as
provided in Schedule B, attached hereto and incorporated herein (except that for any money market
fund, materiality shall be determined in a manner consistent with Rule 2a-7 under the 1940 Act).
2.2 Timely Payments
LIFE COMPANY will wire payment for net purchases to a custodial account designated by AVIF
(IVIF) by 1:00 p.m. Central Time on the same day as the order for Shares is placed, to the extent
practicable. AVIF (IVIF) will wire payment for net redemptions to an account designated by LIFE
COMPANY by 1:00 p.m. Central Time on the same day as the Order is placed, to the extent
practicable, but in any event within five (5) calendar days after the date the order is placed in
order to enable LIFE COMPANY to pay redemption proceeds within the time specified in Section 22(e)
of the 1940 Act or such shorter period of time as may be required by law.
2.3 Applicable Price
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(a) Share purchase payments and redemption orders that result from purchase payments, premium
payments, surrenders and other transactions under Contracts (collectively, “Contract transactions”)
and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange
(or such other time set by the Board for purposes of determining the current net asset value of a
Fund in accordance with Rule 22c-1 under the 0000 Xxx) on a Business Day will be executed at the
net asset values of the appropriate Funds next computed after receipt by AVIF (IVIF) or its
designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the
designated agent of AVIF (IVIF) for receipt of orders relating to Contract transactions, in
accordance with Section 22(c) and Rule 22c-1 under the 1940 Act, on each Business Day and receipt
by such designated agent shall constitute receipt by AVIF (IVIF); provided that AVIF (IVIF)
receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such
later time as computed in accordance with Section 2.1(b) hereof. In connection with this Section
2.3(a), LIFE COMPANY represents and warrants that it will not submit any order for Shares or engage
in any practice, nor will it allow or suffer any person acting on its behalf to submit any order
for Shares or engage in any practice, that would violate or cause a violation of applicable law or
regulation including, without limitation Section 22 of the 1940 Act and the rules thereunder.
(b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net
asset values of the appropriate Funds next computed after receipt by AVIF (IVIF) or its designated
agent of the order therefor, and such orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1 hereof, pursuant to which the Board
may reject a Share purchase order by or on behalf of LIFE COMPANY under the circumstances described
therein, LIFE COMPANY and UNDERWRITER agree to cooperate with the Fund and INVESCO to prevent any
person exercising, or purporting to exercise, rights or privileges under one or more Contracts
(including, but not limited to Contract owners, annuitants, insureds or participants, as the case
may be (collectively, “Participants”)) from engaging in any trading practices in any Fund that the
Board or INVESCO determines, in good faith and in their sole discretion, to be detrimental or
potentially detrimental to the other shareholders of the Fund, or to be in contravention of any
applicable law or regulation including, without limitation, Section 22 of the 1940 Act and the
rules thereunder. Such cooperation may include, but shall not be limited to, identifying the
person or persons engaging in such trading practices, facilitating the imposition of any applicable
redemption fee on such person or persons, limiting the telephonic or electronic trading privileges
of such person or persons, and taking such other remedial steps, all to the extent permitted or
required by applicable law.
2.4 Dividends and Distributions
AVIF (IVIF) will furnish notice by wire or telephone (followed by written confirmation) on or
prior to the payment date to LIFE COMPANY of any income dividends or capital gain distributions
payable on the Shares of any Fund. LIFE COMPANY hereby elects to reinvest all dividends and
capital gains distributions in additional Shares of the corresponding Fund at the ex-dividend date
net asset values until LIFE COMPANY otherwise notifies AVIF (IVIF) in writing, it
being agreed by the Parties that the ex-dividend date and the payment date with respect to any
dividend or distribution will be the same Business Day. LIFE COMPANY reserves the right to revoke
this election and to receive all such income dividends and capital gain distributions in cash.
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2.5 Book Entry
Issuance and transfer of AVIF (IVIF) Shares will be by book entry only. Stock certificates
will not be issued to LIFE COMPANY. Shares ordered from AVIF (IVIF) will be recorded in an
appropriate title for LIFE COMPANY, on behalf of its Account.
Section 3. Costs and Expenses
3.1 General
Except as otherwise specifically provided in Schedule C, attached hereto and made a part
hereof, each Party will bear, or arrange for others to bear, all expenses incident to its
performance under this Agreement.
3.2 Parties To Cooperate
Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail
and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF
(IVIF) and the Accounts.
Section 4. Legal Compliance
4.1 Tax Laws
(a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated
investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”), and represents that it will use its best efforts to qualify and to maintain qualification
of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable
basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the
future.
(b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each
Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and
Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY
immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or
that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by
AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve
compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.
(c) Notwithstanding any other provision of this Agreement, but without limiting the ability of
AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof,
LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection
with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any
Participants, that any Fund has failed to comply with the
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diversification requirements of Section
817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any
claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure:
(i) | LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); | ||
(ii) | LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; | ||
(iii) | LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; | ||
(iv) | LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; | ||
(v) | any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; | ||
(vi) | LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; |
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(vii) | LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and | ||
(viii) | AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. |
Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any
compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion,
authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the
conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative
or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees
and expenses associated with the conduct of the proceedings that it is so authorized to control;
provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s
refusal to accept the proposed settlement or
compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term
“affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of
the 1940 Act.
(d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated
as annuity contracts or life insurance contracts under applicable provisions of the Code and that
it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF)
immediately upon having a reasonable basis for believing that any of the Contracts have ceased to
be so treated or that they might not be so treated in the future.
(e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and
that interests in each Account are offered exclusively through the purchase of or transfer into a
“variable contract,” within the meaning of such terms under Section 817 of the Code and the
regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such
definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable
basis for believing that such requirements have ceased to be met or that they might not be met in
the future.
4.2 Insurance and Certain Other Laws
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(a) AVIF (IVIF) will use its best efforts to comply with any applicable state insurance laws
or regulations, to the extent specifically requested in writing by LIFE COMPANY, which efforts
shall include, without limitation, the furnishing of information that is not otherwise available to
LIFE COMPANY and that is required by state insurance law to enable LIFE COMPANY to obtain the
authority needed to issue the Contracts in any applicable state.
(b) LIFE COMPANY represents and warrants that (i) it is an insurance company duly organized,
validly existing and in good standing under the laws of the State of New York and has full
corporate power, authority and legal right to execute, deliver and perform its duties and comply
with its obligations under this Agreement, (ii) it has legally and validly established and
maintains each Account as a segregated asset account under Section 4240 of the New York Insurance
Law and the regulations thereunder, and (iii) the Contracts comply in all material respects with
all other applicable federal and state laws and regulations.
(c) AVIF (IVIF) represents and warrants that it is lawfully organized, validly existing, and
in good standing under the laws of the State of Delaware and has full power, authority, and legal
right to execute, deliver, and perform its duties and comply with its obligations under this
Agreement.
4.3 Securities Laws
(a) LIFE COMPANY represents and warrants that (i) interests in each Account pursuant to the
Contracts will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the
Contracts will be duly authorized for issuance and sold in compliance in all material respects with
all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act,
the 1940 Act and the law(s) of LIFE COMPANY’s state(s) of organization and domicile, (iii) each
Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act,
(iv) each Account does and will comply in all material respects with the requirements of the 1940
Act and the rules thereunder, to the extent required, (v) each Account’s 1933 Act registration
statement relating to the Contracts, together with any amendments thereto, will at all times comply
in all material respects with the requirements of the 1933 Act and the rules thereunder, (vi) LIFE
COMPANY will amend the registration statement for its Contracts under the 1933 Act and for its
Accounts under the 1940 Act from time to time as required in order to effect the continuous
offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account
Prospectus, Statement of Additional Information, and then-current stickers (collectively referred
to herein as “Account Prospectus”), will at all times comply in all material respects with the
requirements of the 1933 Act and the rules thereunder.
(b) AVIF (IVIF) represents and warrants that (i) Shares sold pursuant to this Agreement will
be registered under the 1933 Act to the extent required by the 1933 Act and duly authorized for
issuance and sold in compliance with Delaware law, (ii) AVIF (IVIF) is and will remain registered
under the 1940 Act to the extent required by the 1940 Act, (iii) AVIF (IVIF) will amend the
registration statement for its Shares under the 1933 Act and itself under the 1940 Act from time to
time as required in order to effect the continuous offering of its Shares, (iv) AVIF (IVIF) does
and will comply in all material respects with the requirements of the 1940 Act and the rules
thereunder, (v) AVIF (IVIF)’s 1933 Act registration statement, together with any amendments
thereto, will at all
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times comply in all material respects with the requirements of the 1933 Act
and rules thereunder, and (vi) AVIF (IVIF)’s Prospectus, Statement of Additional Information, and
then-current stickers (collectively referred to herein as “AVIF (IVIF) Prospectus”), will at all
times comply in all material respects with the requirements of the 1933 Act and the rules
thereunder.
(c) AVIF (IVIF) will at its expense register and qualify its Shares for sale in accordance
with the laws of any state or other jurisdiction if and to the extent reasonably deemed advisable
by AVIF (IVIF).
(d) AVIF (IVIF) represents and warrants that all of its trustees, officers, employees,
investment advisers, and other individuals/entities having access to the funds and/or securities of
the Fund are and 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 minimal 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 includes coverage for larceny and embezzlement and is issued by a reputable bonding
company.
4.4 Notice of Certain Proceedings and Other Circumstances
(a) AVIF (IVIF) or INVESCO will immediately notify LIFE COMPANY of (i) the issuance by any
court or regulatory body of any stop order, cease and desist order, or other similar order with
respect to AVIF (IVIF)’s registration statement under the 1933 Act or AVIF (IVIF) Prospectus, (ii)
any request by the SEC for any amendment to such registration statement or AVIF (IVIF) Prospectus
that may affect the offering of Shares of AVIF (IVIF), (iii) the initiation of any proceedings for
that purpose or for any other purpose relating to the registration or offering of AVIF (IVIF)’s
Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of
Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances
in which (a) such Shares are not registered and, in all material respects, issued and sold in
accordance with applicable state and federal law, or (b) such law precludes the use of such Shares
as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF
(IVIF) and INVESCO will make every reasonable effort to prevent the issuance, with respect to any
Fund, of any such stop order, cease and desist order or similar order and, if any such order is
issued, to obtain the lifting thereof at the earliest possible time.
(b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF (IVIF) of (i) the issuance by any
court or regulatory body of any stop order, cease and desist order, or other similar order with
respect to each Account’s registration statement under the 1933 Act relating to the
Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such
registration statement or Account Prospectus that may affect the offering of Shares of AVIF (IVIF),
(iii) the initiation of any proceedings for that purpose or for any other purpose relating to the
registration or offering of each Account’s interests pursuant to the Contracts, or (iv) any other
action or circumstances that may prevent the lawful offer or sale of said interests in any state or
jurisdiction, including, without limitation, any circumstances in which said interests are not
registered and, in all material respects, issued and sold in accordance with applicable state and
federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent
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the issuance of any such stop order, cease and desist order or similar order and, if any such order is
issued, to obtain the lifting thereof at the earliest possible time.
4.5 LIFE COMPANY To Provide Documents; Information About AVIF (IVIF)
(a) LIFE COMPANY will provide to AVIF (IVIF) or its designated agent at least one (1) complete
copy of all SEC registration statements, Account Prospectuses, reports, any preliminary and final
voting instruction solicitation material, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to each Account or the Contracts,
contemporaneously with the filing of such document with the SEC or other regulatory authorities.
(b) LIFE COMPANY will provide to AVIF (IVIF) or its designated agent at least one (1) complete
copy of each piece of sales literature or other promotional material in which AVIF (IVIF) or any of
its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as
the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF
(IVIF) or its designated agent objects to such use within five (5) Business Days after receipt of
such material or such shorter period as the Parties hereto may, from time to time, agree upon.
AVIF (IVIF) hereby designates INVESCO as the entity to receive such sales literature, until such
time as AVIF (IVIF) appoints another designated agent by giving notice to LIFE COMPANY in the
manner required by Section 9 hereof.
(c) Neither LIFE COMPANY nor any of its affiliates, will give any information or make any
representations or statements on behalf of or concerning AVIF (IVIF) or its affiliates in
connection with the sale of the Contracts other than (i) the information or representations
contained in the registration statement, including the AVIF (IVIF) Prospectus contained therein,
relating to Shares, as such registration statement and AVIF (IVIF) Prospectus may be amended from
time to time; or (ii) in reports or proxy materials for AVIF (IVIF); or (iii) in published reports
for AVIF (IVIF) that are in the public domain and approved by AVIF (IVIF) for distribution; or (iv)
in sales literature or other promotional material approved by AVIF (IVIF), except with the express
written permission of AVIF (IVIF).
(d) LIFE COMPANY shall adopt and implement procedures reasonably designed to ensure that
information concerning AVIF (IVIF) and its affiliates that is intended for use only by brokers or
agents selling the Contracts (i.e., information that is not intended for distribution to
Participants) (“broker only materials”) is so used, and neither AVIF (IVIF) nor any of its
affiliates shall be liable for any losses, damages or expenses relating to the improper use of such
broker only materials.
(e) For the purposes of this Section 4.5, the phrase “sales literature or other promotional
material” includes, but is not limited to, 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, (e.g.,
on-line networks such as the Internet or other electronic messages), sales literature (i.e., any
written communication distributed or made generally available to customers or the public, including
brochures, circulars, research 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
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communications distributed or made generally available to some or all
agents or employees, registration statements, prospectuses, statements of additional information,
shareholder reports, and proxy materials and any other material constituting sales literature or
advertising under FINRA rules, the 1933 Act, or the 0000 Xxx.
4.6 AVIF (IVIF) To Provide Documents; Information About LIFE COMPANY
(a) AVIF (IVIF) will provide to LIFE COMPANY at least one (1) complete copy of all SEC
registration statements, AVIF (IVIF) Prospectuses, reports, any preliminary and final proxy
material, applications for exemptions, requests for no-action letters, and all amendments to any of
the above, that relate to AVIF (IVIF) or the Shares of a Fund, contemporaneously with the filing of
such document with the SEC or other regulatory authorities.
(b) AVIF (IVIF) will provide to LIFE COMPANY a camera ready copy of all AVIF (IVIF)
prospectuses and printed copies, in an amount specified by LIFE COMPANY, of AVIF (IVIF) statements
of additional information, proxy materials, periodic reports to shareholders and other materials
required by law to be sent to Participants who have allocated any Contract value to a Fund. AVIF
(IVIF) will provide such copies to LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as
the case may be, to print and distribute such materials within the time required by law to be
furnished to Participants.
(c) AVIF (IVIF) will provide to LIFE COMPANY or its designated agent at least one (1) complete
copy of each piece of sales literature or other promotional material in which LIFE COMPANY, or any
of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business
Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree
upon. No such material shall be used if LIFE COMPANY or its designated agent objects to such use
within five (5) Business Days after receipt of such material or such shorter period as the Parties
hereto may, from time to time, agree upon. LIFE COMPANY shall receive all such sales literature
until such time as it appoints a designated agent by giving notice to AVIF (IVIF) in the manner
required by Section 9 hereof.
(d) Neither AVIF (IVIF) nor any of its affiliates will give any information or make any
representations or statements on behalf of or concerning LIFE COMPANY, each Account, or the
Contracts other than (i) the information or representations contained in the registration
statement, including each Account Prospectus contained therein, relating to the Contracts, as such
registration statement and Account Prospectus may be amended from time to time; or (ii) in
published reports for the Account or the Contracts that are in the public domain and approved by LIFE COMPANY for
distribution; or (iii) in sales literature or other promotional material approved by LIFE COMPANY
or its affiliates, except with the express written permission of LIFE COMPANY.
(e) AVIF (IVIF) shall cause its principal underwriter to adopt and implement procedures
reasonably designed to ensure that information concerning LIFE COMPANY, and its respective
affiliates that is intended for use only by brokers or agents selling the Contracts (i.e.,
information that is not intended for distribution to Participants) (“broker only materials”) is so
used, and neither LIFE COMPANY, nor any of its respective affiliates shall be liable for any
losses, damages or expenses relating to the improper use of such broker only materials.
12
(f) For purposes of this Section 4.6, the phrase “sales literature or other promotional
material” includes, but is not limited to, 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, (e.g.,
on-line networks such as the Internet or other electronic messages), sales literature (i.e., any
written communication distributed or made generally available to customers or the public, including
brochures, circulars, research 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, registration statements, prospectuses, statements of additional information,
shareholder reports, and proxy materials and any other material constituting sales literature or
advertising under FINRA rules, the 1933 Act, or the 1940 Act.
Section 5. Mixed and Shared Funding
5.1 General
The SEC has granted an order to AVIF (IVIF) exempting it from certain provisions of the 1940
Act and rules thereunder so that AVIF (IVIF) may be available for investment by certain other
entities, including, without limitation, separate accounts funding variable annuity contracts or
variable life insurance contracts, separate accounts of insurance companies unaffiliated with LIFE
COMPANY, and trustees of qualified pension and retirement plans (collectively, “Mixed and Shared
Funding”). The Parties recognize that the SEC has imposed terms and conditions for such orders
that are substantially identical to many of the provisions of this Section 5. Sections 5.2 through
5.8 below shall apply pursuant to the exemptive order granted to AVIF (IVIF). AVIF (IVIF) hereby
notifies LIFE COMPANY that, in the event that AVIF (IVIF) implements Mixed and Shared Funding, it
may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure
regarding the potential risks of Mixed and Shared Funding.
5.2 Disinterested Trustees
AVIF (IVIF) agrees that its Board shall at all times consist of trustees a majority of whom
(the “Disinterested Trustees”) are not interested persons of AVIF (IVIF) within the meaning of
Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders
of the SEC, except that if this condition is not met by reason of the death, disqualification,
or bona fide resignation of any director, then the operation of this condition shall be suspended
(a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;
(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or
vacancies or (c) for such longer period as the SEC may prescribe by order upon application.
13
5.3 Monitoring for Material Irreconcilable Conflicts
AVIF (IVIF) agrees that its Board will monitor for the existence of any material
irreconcilable conflict between the interests of the Participants in all separate accounts of life
insurance companies utilizing AVIF (IVIF) (“Participating Insurance Companies”), including each
Account, and participants in all qualified retirement and pension plans investing in AVIF (IVIF)
(“Participating Plans”). LIFE COMPANY agrees to inform the Board of AVIF (IVIF) of the existence
of or any potential for any such material irreconcilable conflict of which it is aware. The
concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules
thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons,
including, without limitation:
(a) an action by any state insurance or other 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 Fund are being managed;
(e) a difference in voting instructions given by variable annuity contract and variable life
insurance contract Participants or by Participants of different Participating Insurance Companies;
(f) a decision by a Participating Insurance Company to disregard the voting instructions of
Participants; or
(g) a decision by a Participating Plan to disregard the voting instructions of Plan
participants.
Consistent with the SEC’s requirements in connection with exemptive orders of the type
referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board in carrying out its
responsibilities by providing the Board with all information reasonably necessary for the Board to
consider any issue raised, including information as to a decision by LIFE COMPANY to disregard
voting instructions of Participants. LIFE COMPANY’s responsibilities in connection with the
foregoing shall be carried out with a view only to the interests of Participants.
5.4 Conflict Remedies
(a) It is agreed that if it is determined by a majority of the members of the Board or a
majority of the Disinterested Trustees that a material irreconcilable conflict exists, LIFE COMPANY
will, if it is a Participating Insurance Company for which a material irreconcilable conflict is
relevant, at its own expense and to the extent reasonably practicable (as determined by a majority
of the Disinterested Trustees), take whatever steps are necessary to remedy or eliminate the
material irreconcilable conflict, which steps may include, but are not limited to:
14
(i) | withdrawing the assets allocable to some or all of the Accounts from AVIF (IVIF) or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF (IVIF), or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and | ||
(ii) | establishing a new registered investment company of the type defined as a “management company” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. |
(b) If the material irreconcilable conflict arises because of LIFE COMPANY’s decision to
disregard Participant voting instructions and that decision represents a minority position or would
preclude a majority vote, LIFE COMPANY may be required, at AVIF (IVIF)’s election, to withdraw
each Account’s investment in AVIF (IVIF) or any Fund. No charge or penalty will be imposed as a
result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF
(IVIF) gives notice to LIFE COMPANY that this provision is being implemented, and until such
withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the
purchase and redemption of Shares of AVIF (IVIF).
(c) If a material irreconcilable conflict arises because a particular state insurance
regulator’s decision applicable to LIFE COMPANY conflicts with the majority of other state
regulators, then LIFE COMPANY will withdraw each Account’s investment in AVIF (IVIF) within six
(6) months after AVIF (IVIF)’s Board informs LIFE COMPANY that it has determined that such decision
has created a material irreconcilable conflict, and until such withdrawal AVIF (IVIF) shall
continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares
of AVIF (IVIF). No charge or penalty will be imposed as a result of such withdrawal.
(d) LIFE COMPANY agrees that any remedial action taken by it in resolving any material
irreconcilable conflict will be carried out at its expense and with a view only to the interests of
Participants.
(e) For purposes hereof, a majority of the Disinterested Trustees will determine whether or
not any proposed action adequately remedies any material irreconcilable conflict. In no event,
however, will AVIF (IVIF) or any of its affiliates be required to establish a new funding
medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new
funding medium for any Contracts if an offer to do so has been declined by vote of a majority of
Participants materially adversely affected by the material irreconcilable conflict.
5.5 Notice to LIFE COMPANY
15
AVIF (IVIF) will promptly make known in writing to LIFE COMPANY the Board’s determination of
the existence of a material irreconcilable conflict, a description of the facts that give rise to
such conflict and the implications of such conflict.
5.6 Information Requested by Board
LIFE COMPANY and AVIF (IVIF) (or its investment adviser) will at least annually submit to the
Board of AVIF (IVIF) such reports, materials or data as the Board may reasonably request so that
the Board may fully carry out the obligations imposed upon it by the provisions hereof or any
exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials
and data will be submitted at any reasonable time deemed appropriate by the Board. All reports
received by the Board of potential or existing conflicts, and all Board actions with regard to
determining the existence of a conflict, notifying Participating Insurance Companies and
Participating Plans of a conflict, and determining whether any proposed action adequately remedies
a conflict, will be properly recorded in the minutes of the Board or other appropriate records, and
such minutes or other records will be made available to the SEC upon request.
5.7 Compliance with SEC Rules
If, at any time during which AVIF (IVIF) is serving as an investment medium for variable life
insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is
adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF (IVIF) agrees
that it will comply with the terms and conditions thereof and that the terms of this Section 5
shall be deemed modified if and only to the extent required in order also to comply with the terms
and conditions of such exemptive relief that is afforded by any of said rules that are applicable.
5.8 Other Requirements
AVIF (IVIF) will require that each Participating Insurance Company and Participating Plan
enter into an agreement with AVIF (IVIF) that contains in substance the same provisions as are set
forth in Sections 4.1(b), 4.1(d), 4.3(a), 4.4(b), 4.5(a), 5, and 10 of this Agreement.
Section 6. Termination
6.1 Events of Termination
Subject to Section 6.4 below, this Agreement will terminate as to a Fund:
(a) at the option of any party, with or without cause with respect to the Fund, upon six (6)
months advance written notice to the other parties, or, if later, upon receipt of any required
exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or
(b) at the option of AVIF (IVIF) upon institution of formal proceedings against LIFE COMPANY
or its affiliates by FINRA, the SEC, any state insurance regulator or any other regulatory body
regarding LIFE COMPANY’s obligations under this Agreement or related to the sale of the Contracts,
the operation of each Account, or the purchase of Shares, if, in each case,
16
AVIF (IVIF) reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a
material likelihood of imposing material adverse consequences on the Fund with respect to which the
Agreement is to be terminated; or
(c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF (IVIF),
its principal underwriter, or its investment adviser by FINRA, the SEC, or any state insurance
regulator or any other regulatory body regarding AVIF (IVIF)’s obligations under this Agreement or
related to the operation or management of AVIF (IVIF) or the purchase of AVIF (IVIF) Shares, if, in
each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such
proceedings would be based, have a material likelihood of imposing material adverse consequences on
LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to
be terminated; or
(d) at the option of any Party in the event that (i) the Fund’s Shares are not registered and,
in all material respects, issued and sold in accordance with any applicable federal or state law,
or (ii) such law precludes the use of such Shares as an underlying investment medium of the
Contracts issued or to be issued by LIFE COMPANY; or
(e) upon termination of the corresponding Subaccount’s investment in the Fund pursuant to
Section 5 hereof; or
(f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of
the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the
Fund may fail to so qualify; or
(g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code
or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may
fail to so comply; or
(h) at the option of AVIF (IVIF) if the Contracts issued by LIFE COMPANY cease to qualify as
annuity contracts or life insurance contracts under the Code (other than by reason of the
Fund’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an
Account under the Contracts are not registered, where required, and, in all material respects, are
not issued or sold in accordance with any applicable federal or state law; or
(i) upon another Party’s material breach of any provision of this Agreement.
6.2 Notice Requirement for Termination
No termination of this Agreement will be effective unless and until the Party terminating this
Agreement gives prior written notice to the other Party to this Agreement of its intent to
terminate, and such notice shall set forth the basis for such termination. Furthermore:
(a) in the event that any termination is based upon the provisions of Sections 6.1(a) or
6.1(e) hereof, such prior written notice shall be given at least six (6) months in advance of the
effective date of termination unless a shorter time is agreed to by the Parties hereto;
17
(b) in the event that any termination is based upon the provisions of Sections 6.1(b) or
6.1(c) hereof, such prior written notice shall be given at least ninety (90) days in advance of the
effective date of termination unless a shorter time is agreed to by the Parties hereto; and
(c) in the event that any termination is based upon the provisions of Sections 6.1(d),
6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as
possible within twenty-four (24) hours after the terminating Party learns of the event causing
termination to be required.
6.3 Funds To Remain Available
Notwithstanding any termination of this Agreement by LIFE COMPANY, AVIF (IVIF) will, at the
option of LIFE 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”), unless INVESCO or
the Board determines that doing so would not serve the best interests of the shareholders of the
affected Funds or would be inconsistent with applicable law or regulation. Specifically, without
limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the
Fund (as in effect on such date), 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 6.3 will not apply to any (i) terminations under Section 5 and the effect of such
terminations will be governed by Section 5 of this Agreement or (ii) any rejected purchase and/or
redemption order as described in Section 2.3(c) hereof.
6.4 Survival of Warranties and Indemnifications
All warranties and indemnifications will survive the termination of this Agreement.
6.5 Continuance of Agreement for Certain Purposes
If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b),
6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue
in effect as to any Shares of that Fund that are outstanding as of the date of such termination
(the “Initial Termination Date”). This continuation shall extend to the earlier of the date as of
which an Account owns no Shares of the affected Fund or a date (the “Final Termination Date”) six
(6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice
shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f),
6.1(g), 6.1(h) or 6.1(i).
18
Section 7. Parties To Cooperate Respecting Termination
The Parties hereto agree to cooperate and give reasonable assistance to one another in taking
all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a
Fund after the Final Termination Date with respect thereto, or, in the case of a termination
pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such
steps may include combining the affected Account with another Account, substituting other mutual
fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts
in such Fund.
Section 8. Assignment
This Agreement may not be assigned by any Party, except with the written consent of each other
Party.
Section 9. Notices
Notices and communications required or permitted will be given by means mutually acceptable to
the Parties concerned. Each other notice or communication required or permitted by this Agreement
will be given to the following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such notices or communications
may subsequently direct in writing:
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Invesco Distributors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxx, Esq.
National Security Life and Annuity Company
Xxx Xxxxxxxxx Xxx
Xxxxxxxxxx, Xxxx 00000
Facsimile: (000) 000-0000
Xxx Xxxxxxxxx Xxx
Xxxxxxxxxx, Xxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxxxxx X. Xxxxxx, Esq.
Ohio National Equities, Inc.
Xxx Xxxxxxxxx Xxx
Xxxxxxxxxx, Xxxx 00000
Facsimile: (000) 000-0000
Xxx Xxxxxxxxx Xxx
Xxxxxxxxxx, Xxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxxxxx X. Xxxxxx, Esq.
Section 10. Voting Procedures
19
Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will
distribute all proxy material furnished by AVIF (IVIF) to Participants to whom pass-through voting
privileges are required to be extended and will solicit voting instructions from Participants. LIFE
COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE
COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting
privileges are extended, or (b) attributable to Participants, but for which no timely instructions
have been received, in the same proportion as Shares for which said instructions have been received
from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its
affiliates will in any way recommend action in connection with or oppose or interfere with the
solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right
to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY
shall be responsible for assuring that each of its Accounts holding Shares calculates voting
privileges in a manner consistent with that of other Participating Insurance Companies or in the
manner required by the Mixed and Shared Funding exemptive order obtained by AVIF (IVIF). AVIF
(IVIF) will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared
Funding exemptive order it has obtained. AVIF (IVIF) will comply with all provisions of the 1940
Act requiring voting by shareholders, and in particular, AVIF (IVIF) either will provide for annual
meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such
meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF (IVIF) is not one of the
trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when
applicable, 16(b). Further, AVIF (IVIF) will act in accordance with the SEC’s interpretation of
the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever
rules the SEC may promulgate with respect thereto.
Section 11. Foreign Tax Credits
AVIF (IVIF) agrees to consult in advance with LIFE COMPANY concerning any decision to elect or
not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax
credits to its shareholders.
Section 12. Indemnification
12.1 Of AVIF (IVIF) and INVESCO by LIFE COMPANY and UNDERWRITER
(a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below, LIFE COMPANY and
UNDERWRITER agree to indemnify and hold harmless AVIF (IVIF), INVESCO, their affiliates, and each
person, if any, who controls AVIF (IVIF), INVESCO, or their affiliates within the meaning of
Section 15 of the 1933 Act and each of their respective trustees and officers, (collectively, the
“Indemnified Parties” for purposes of this Section 12.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written consent of LIFE COMPANY
and UNDERWRITER) or actions in respect thereof (including, to the extent reasonable,
20
legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise; provided, the Account owns shares of the Fund and insofar as such
losses, claims, damages, liabilities or actions:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account’s 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising 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 in conformity with information furnished to LIFE COMPANY or UNDERWRITER by or on behalf of AVIF (IVIF) or INVESCO for use in any Account’s 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or | ||
(ii) | arise out of or as a result of any other statements or representations (other than statements or representations contained in AVIF (IVIF)’s 1933 Act registration statement, AVIF (IVIF) Prospectus, sales literature or advertising of AVIF (IVIF), or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of LIFE COMPANY, UNDERWRITER or their respective affiliates or persons under their control (including, without limitation, their employees and “persons associated with a member,” as that term is defined in paragraph (q) of Article I of FINRA’s By-Laws), in connection with the sale or distribution of the Contracts or Shares; or | ||
(iii) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF (IVIF)’s 1933 Act registration statement, AVIF (IVIF) Prospectus, sales literature or advertising of AVIF (IVIF), 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 if such a statement or omission was made in reliance upon and in conformity with information furnished to AVIF (IVIF), INVESCO or their affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF (IVIF)’s 1933 Act registration statement, AVIF (IVIF) Prospectus, sales literature or advertising of AVIF (IVIF), or any amendment or supplement to any of the foregoing; or |
21
(iv) | arise as a result of any failure by LIFE COMPANY or UNDERWRITER to perform the obligations, provide the services and furnish the materials required of them under the terms of this Agreement, or any material breach of any representation and/or warranty made by LIFE COMPANY or UNDERWRITER in this Agreement or arise out of or result from any other material breach of this Agreement by LIFE COMPANY or UNDERWRITER; or | ||
(v) | arise as a result of failure by the Contracts issued by LIFE COMPANY to qualify as annuity contracts or life insurance contracts under the Code, otherwise than by reason of any Fund’s failure to comply with Subchapter M or Section 817(h) of the Code. |
(b) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this Section 12.1 with respect
to any losses, claims, damages, liabilities or actions to which an Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance by that Indemnified Party of its duties or by reason of that Indemnified Party’s
reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF (IVIF) or
INVESCO.
(c) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this Section 12.1 with respect
to any action against an Indemnified Party unless AVIF (IVIF) or INVESCO shall have notified LIFE
COMPANY and UNDERWRITER in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the action 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 LIFE COMPANY and UNDERWRITER of any such action shall not relieve
LIFE COMPANY and UNDERWRITER from any liability which they may have to the Indemnified Party
against whom such action is brought otherwise than
on account of this Section 12.1. Except as otherwise provided herein, in case any such action
is brought against an Indemnified Party, LIFE COMPANY and UNDERWRITER shall be entitled to
participate, at their own expense, in the defense of such action and also shall be entitled to
assume the defense thereof, with counsel approved by the Indemnified Party named in the action,
which approval shall not be unreasonably withheld. After notice from LIFE COMPANY or UNDERWRITER
to such Indemnified Party of LIFE COMPANY’s or UNDERWRITER’s election to assume the defense
thereof, the Indemnified Party will cooperate fully with LIFE COMPANY and UNDERWRITER and shall
bear the fees and expenses of any additional counsel retained by it, and neither LIFE
COMPANY nor UNDERWRITER will be liable to such Indemnified Party under this Agreement for any legal
or other expenses subsequently incurred by such Indemnified Party independently in connection with
the defense thereof, other than reasonable costs of investigation.
12.2 Of LIFE COMPANY and UNDERWRITER by AVIF (IVIF) and INVESCO
22
(a) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF
(IVIF) and INVESCO agree to indemnify and hold harmless LIFE COMPANY, UNDERWRITER, their respective
affiliates, and each person, if any, who controls LIFE COMPANY, UNDERWRITER or their respective
affiliates within the meaning of Section 15 of the 1933 Act and each of their respective trustees
and officers, (collectively, the “Indemnified Parties” for purposes of this Section 12.2) against
any and all losses, claims, damages, liabilities (including amounts paid in settlement with the
written consent of AVIF (IVIF) and/or INVESCO) or actions in respect thereof (including, to the
extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject
under any statute, regulation, at common law, or otherwise; provided, the Account owns shares of
the Fund and insofar as such losses, claims, damages, liabilities or actions:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF (IVIF)’s 1933 Act registration statement, AVIF (IVIF) Prospectus or sales literature or advertising of AVIF (IVIF) (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 AVIF (IVIF) or its affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF (IVIF)’s 1933 Act registration statement, AVIF (IVIF) Prospectus, or in sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or | ||
(ii) | arise out of or as a result of any other statements or representations (other than statements or representations contained in any Account’s 1933 Act registration statement, any Account Prospectus, sales literature or advertising for the Contracts, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of AVIF (IVIF), INVESCO or their affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of AVIF (IVIF), INVESCO or their affiliates or persons under their control (including, without limitation, their employees and “persons associated with a member” as that term is defined in Section (q) of Article I of FINRA By-Laws), in connection with the sale or distribution of AVIF (IVIF) Shares; or | ||
(iii) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account’s 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering 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 |
23
misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY, UNDERWRITER or their respective affiliates by or on behalf of AVIF (IVIF) or INVESCO for use in any Account’s 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing; or |
(iv) | arise as a result of any failure by AVIF (IVIF) to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement, or any material breach of any representation and/or warranty made by AVIF (IVIF) in this Agreement or arise out of or result from any other material breach of this Agreement by AVIF (IVIF). |
(b) The parties agree that the foregoing indemnification by AVIF (IVIF) shall not apply to any
acts or omissions of INVESCO. Except to the extent provided in Sections 12.2(c), 12.2(d) and
12.2(e) hereof, AVIF (IVIF) and INVESCO agree to indemnify and hold harmless the Indemnified
Parties from and against any and all losses, claims, damages, liabilities (including amounts paid
in settlement thereof with, the written consent of AVIF (IVIF) and/or INVESCO) or actions in
respect thereof (including, to the extent reasonable, legal and other expenses) to which the
Indemnified Parties may become subject directly or indirectly under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or actions directly or indirectly
result from or arise out of the failure of any Fund to operate as a regulated investment company
in compliance with (i) Subchapter M of the Code and regulations thereunder, or (ii) Section 817(h)
of the Code and regulations thereunder, including, without limitation, any income taxes and related
penalties, rescission charges, liability under state law to Participants asserting liability against LIFE
COMPANY pursuant to the Contracts, the costs of any ruling and closing agreement or other
settlement with the IRS, and the cost of any substitution by LIFE COMPANY of Shares of another
investment company or portfolio for those of any adversely affected Fund as a funding medium for
each Account that LIFE COMPANY reasonably deems necessary or appropriate as a result of the
noncompliance.
(c) Neither AVIF (IVIF) nor INVESCO shall be liable under this Section 12.2 with respect to
any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by
that Indemnified Party of its duties or by reason of such Indemnified Party’s reckless disregard of
its obligations and duties (i) under this Agreement, or (ii) to LIFE COMPANY, UNDERWRITER, each
Account or Participants.
(d) Neither AVIF (IVIF) nor INVESCO shall be liable under this Section 12.2 with
respect to any action against an Indemnified Party unless the Indemnified Party shall have notified
AVIF (IVIF) and/or INVESCO in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the action 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 AVIF (IVIF) or INVESCO of any such action shall not
relieve AVIF (IVIF) or INVESCO from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this Section 12.2. Except as
24
otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF
(IVIF) and/or INVESCO will be entitled to participate, at its own expense, in the defense of such
action and also shall be entitled to assume the defense thereof (which shall include, without
limitation, the conduct of any ruling request and closing agreement or other settlement proceeding
with the IRS), with counsel approved by the Indemnified Party named in the action, which approval
shall not be unreasonably withheld. After notice from AVIF (IVIF) and/or INVESCO to such
Indemnified Party of AVIF (IVIF)’s or INVESCO’s election to assume the defense thereof, the
Indemnified Party will cooperate fully with AVIF (IVIF) and INVESCO and shall bear the fees and
expenses of any additional counsel retained by it, and AVIF (IVIF) and INVESCO will not be liable
to such Indemnified Party under this Agreement for any legal or other expenses subsequently
incurred by such Indemnified Party independently in connection with the defense thereof, other than
reasonable costs of investigation.
(e) In no event shall AVIF (IVIF) or INVESCO be liable under the indemnification provisions
contained in this Agreement to any individual or entity, including, without limitation, LIFE
COMPANY, UNDERWRITER or any other Participating Insurance Company or any Participant, with respect
to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a
breach of any representation, warranty, and/or covenant made by LIFE COMPANY or UNDERWRITER
hereunder or by any other Participating Insurance Company under an agreement containing
substantially similar representations, warranties and covenants; (ii) the failure by LIFE COMPANY
or any other Participating Insurance Company to maintain its segregated asset account (which
invests in any Fund) as a legally and validly established segregated asset account under applicable
state law and as a duly registered unit investment trust under the provisions of the 1940
Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or any other Participating
Insurance Company to maintain its variable annuity or life insurance contracts (with respect to
which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance
contracts under applicable provisions of the Code.
12.3 Effect of Notice
Any notice given by the indemnifying Party to an Indemnified Party referred to in Sections
12.1(c) or 12.2(d) above of participation in or control of any action by the indemnifying Party
will in no event be deemed to be an admission by the indemnifying Party of liability, culpability
or responsibility, and the indemnifying Party will remain free to contest liability with respect to
the claim among the Parties or otherwise.
12.4 Successors
A successor by law of any Party shall be entitled to the benefits of the indemnification
contained in this Section 12.
Section 13. Applicable Law
This Agreement will be construed and the provisions hereof interpreted under and in accordance
with Delaware law, without regard for that state’s principles of conflict of laws.
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Section 14. Execution in Counterparts
This Agreement may be executed simultaneously in two or more counterparts, each of which taken
together will constitute one and the same instrument.
Section 15. Severability
If any provision of this Agreement is held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement will not be affected thereby.
Section 16. Rights Cumulative
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, that the Parties are
entitled to under federal and state laws.
Section 17. Headings
The Table of Contents and headings used in this Agreement are for purposes of reference only
and shall not limit or define the meaning of the provisions of this Agreement.
Section 18. Confidentiality
AVIF (IVIF) acknowledges that the identities of the customers of LIFE COMPANY or any of
its affiliates (collectively, the “LIFE COMPANY Protected Parties” for purposes of this Section
18), information maintained regarding those customers, and all computer programs and procedures or
other information developed by the LIFE COMPANY Protected Parties or any of their employees or
agents in connection with LIFE COMPANY’s performance of its duties under this Agreement are the
valuable property of the LIFE COMPANY Protected Parties. AVIF (IVIF) agrees that if it comes into
possession of any list or compilation of the identities of or other information about the LIFE
COMPANY Protected Parties’ customers, or any other information or property of the LIFE COMPANY
Protected Parties, other than such information as may be independently developed or compiled by
AVIF (IVIF) from information supplied to it by the LIFE COMPANY Protected Parties’ customers who
also maintain accounts directly with AVIF (IVIF), AVIF (IVIF) will hold such information or
property in confidence and refrain from using, disclosing or distributing any of such information
or other property except: (a) with LIFE COMPANY’s prior written consent; or (b) as required by law
or judicial process. LIFE COMPANY acknowledges that the identities of the customers of AVIF (IVIF)
or any of its affiliates (collectively, the “AVIF (IVIF) Protected Parties” for purposes of this
Section 18), information maintained regarding those customers, and all computer programs and
procedures or other information developed by the AVIF (IVIF) Protected Parties or
26
any of their
employees or agents in connection with AVIF (IVIF)’s performance of its duties under this Agreement
are the valuable property of the AVIF (IVIF) Protected Parties. LIFE COMPANY agrees that if it
comes into possession of any list or compilation of the identities of or other information about
the AVIF (IVIF) Protected Parties’ customers or any other information or property of the AVIF
(IVIF) Protected Parties, other than such information as may be independently developed or compiled
by LIFE COMPANY from information supplied to it by the AVIF (IVIF) Protected Parties’ customers who
also maintain accounts directly with LIFE COMPANY, LIFE COMPANY will hold such information or
property in confidence and refrain from using, disclosing or distributing any of such information
or other property except: (a) with AVIF (IVIF)’s prior written consent; or (b) as required by law
or judicial process. Each party acknowledges that any breach of the agreements in this Section 18
would result in immediate and irreparable harm to the other parties for which there would be no
adequate remedy at law and agree that in the event of such a breach, the other parties will be
entitled to equitable relief by way of temporary and permanent injunctions, as well as such other
relief as any court of competent jurisdiction deems appropriate.
Section 19. Trademarks and Fund Names
(a) Except as may otherwise be provided in a License Agreement among Invesco Management Group
Inc., LIFE COMPANY and UNDERWRITER, neither LIFE COMPANY nor
UNDERWRITER or any of their respective affiliates, shall use any trademark, trade name,
service xxxx or logo of AVIF (IVIF), INVESCO or any of their respective affiliates, or any
variation of any such trademark, trade name, service xxxx or logo, without AVIF (IVIF)’s or
INVESCO’s prior written consent, the granting of which shall be at AVIF (IVIF)’s or INVESCO’s sole
option.
(b) Except as otherwise expressly provided in this Agreement, neither AVIF (IVIF), its
investment adviser, its principal underwriter, or any affiliates thereof shall use any trademark,
trade name, service xxxx or logo of LIFE COMPANY, UNDERWRITER or any of their affiliates, or any
variation of any such trademark, trade name, service xxxx or logo, without LIFE COMPANY’s or
UNDERWRITER’s prior written consent, the granting of which shall be at LIFE COMPANY’s or
UNDERWRITER’s sole option.
Section 20. Parties to Cooperate
Each party to this Agreement will cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, FINRA and state insurance
regulators) and will permit each other and such authorities reasonable access to its books and
records (including copies thereof) in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
Section 21. Amendments; Need For
No provision of this Agreement may be amended or modified in any manner except by mutual
written agreement executed by all parties hereto. The Parties shall, from time to time, review
this Agreement to determine the extent to which an amendment thereto may be necessary or
27
appropriate to reflect changes in applicable law or regulation, and shall cooperate in implementing
any such amendment in a timely manner, it being understood and agreed to that no such amendment
shall take effect except upon mutual written agreement of all Parties as stated above.
Section 22. Force Majeure
Each Party shall be excused from the performance of any of its obligations to the other where
such nonperformance is occasioned by any event beyond its control which shall include, without
limitation, any applicable order, rule or regulation of any federal, state or local body, agency or
instrumentality with jurisdiction, work stoppage, accident, natural disaster, war, acts of
terrorism or civil disorder, provided that the Party so excused shall use all reasonable efforts to
minimize its nonperformance and overcome, remedy, cure or remove such event as soon as is
reasonably practicable, and such performance shall be excused only for so long as, in any given
case, the force or circumstances making performance impossible shall exist.
28
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and
on their behalf by and through their duly authorized officers signing below.
29
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) |
||||||||||||
Attest: | /s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxx X. Xxxx | |||||||||
Name: | Xxxxx Xxxxxxxx | Name: | Xxxx X. Xxxx | |||||||||
Title: | Assistant Secretary | Title: | Senior Vice President | |||||||||
INVESCO DISTRIBUTORS, INC. | ||||||||||||
Attest: | /s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxx X. Xxxxxx | |||||||||
Name: | Xxxxx Xxxxxxxx | Name: | Xxxx X. Xxxxxx | |||||||||
Title: | Assistant Secretary | Title: | President | |||||||||
NATIONAL SECURITY LIFE AND ANNUITY COMPANY, on behalf of itself and its separate accounts | ||||||||||||
Attest: | /s/ Xxxxxx X. Xxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxxxx | |||||||||
Name: | Xxxxxx X. Xxxxxxx | Name: | Xxxxxx X. Xxxxxxxxx | |||||||||
Title: | Assistant Secretary | Title: | VP | |||||||||
OHIO NATIONAL EQUITIES, INC. | ||||||||||||
Attest: | /s/ Xxxxxxxx X. Xxxxxx | By: | /s/ Xxxxxx X. Xxxxxxxxx | |||||||||
Name: | Xxxxxxxx X. Xxxxxx | Name: | Xxxxxx X. Xxxxxxxxx | |||||||||
Title: | Assistant Secretary | Title: | EVP |
30
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
Invesco Xxx Xxxxxx V.I. International Growth Equity Fund
Invesco Xxx Xxxxxx V.I. Value Fund
Invesco Xxx Xxxxxx V.I. Value Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
National Security Variable Account L
National Security Variable Account N
National Security Variable Account N
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
NScore Series of individual variable annuities, including:
NScore Xtra
NScore Value
NScore Premier
NScore Lite
NScore Lite II
NScore Flex
NScore Wrap
NScore Xtra II
NScore Premier II
NScore Lite III
NScore Xtra
NScore Value
NScore Premier
NScore Lite
NScore Lite II
NScore Flex
NScore Wrap
NScore Xtra II
NScore Premier II
NScore Lite III
Variable universal life insurance, including:
Security Advantage
Security Advantage
31
SCHEDULE B
INVESCO’s PRICING ERROR POLICIES
Determination of Materiality
In the event that INVESCO discovers an error in the calculation of the Fund’s net asset value, the
following policies will apply:
If the amount of the error is less than $.01 per share, it is considered immaterial and no
adjustments are made.
If the amount of the error is $.01 per share or more, then the following thresholds are applied:
a. | If the amount of the difference in the erroneous net asset value and the correct net asset value is less than .5% of the correct net asset value, INVESCO will reimburse the affected Fund to the extent of any loss resulting from the error. No other adjustments shall be made. | ||
b. | If the amount of the difference in the erroneous net asset value and the correct net asset value is .5% of the correct net asset value or greater, then INVESCO will determine the impact of the error to the affected Fund and shall reimburse such Fund (and/or LIFE COMPANY, as appropriate, such as in the event that the error was not discovered until after LIFE COMPANY processed transactions using the erroneous net asset value) to the extent of any loss resulting from the error. To the extent that an overstatement of net asset value per share is detected quickly and LIFE COMPANY has not mailed redemption checks to Participants, LIFE COMPANY and INVESCO agree to examine the extent of the error to determine the feasibility of reprocessing such redemption transaction (for purposes of reimbursing the Fund to the extent of any such overpayment). |
Reprocessing Cost Reimbursement
To the extent a reprocessing of Participant transactions is required pursuant to paragraph (b),
above, INVESCO shall reimburse LIFE COMPANY for LIFE COMPANY’s reprocessing costs in an amount not
to exceed $1.00 per contract affected by $10 or more.
The Pricing Policies described herein may be modified by AVIF (IVIF) as approved by its Board.
INVESCO agrees to use its best efforts to notify LIFE COMPANY at least five (5) days prior to any
such meeting of the Board of AVIF (IVIF) to consider such proposed changes.
32
SCHEDULE C
EXPENSE ALLOCATIONS
Life Company | AVIF (IVIF)/INVESCO | |
preparing and filing the Account’s
registration statement
|
Preparing and filing the Fund’s registration statement | |
text composition for Account prospectuses
and supplements
|
text composition for Fund prospectuses and supplements | |
text alterations of prospectuses
(Account) and supplements (Account)
|
text alterations of prospectuses (Fund) and supplements (Fund) | |
printing Account and Fund prospectuses
and supplements, which shall be
reimbursed for under the Administrative
Services Agreement among the parties
and/or its affiliates.
|
a camera ready Fund prospectus | |
text composition and printing Account SAIs
|
text composition and printing Fund SAIs | |
mailing and distributing Account SAIs to
policy owners upon request by policy
owners
|
mailing and distributing Fund SAIs to policy owners upon request by policy owners | |
mailing and distributing prospectuses
(Account and Fund) and supplements
(Account and Fund) to policy owners of
record as required by Federal Securities
Laws and to prospective purchasers |
||
text composition (Account), printing,
mailing, and distributing annual and
semi-annual reports for Account (Fund and
Account as, applicable)
|
text composition of annual and semi-annual reports (Fund) | |
text composition, printing, mailing,
distributing, and tabulation of proxy
statements and voting instruction
solicitation materials to policy owners
with respect to proxies related to the
Account
|
text composition, printing, mailing, distributing and tabulation of proxy statements and voting instruction solicitation materials to policy owners with respect to proxies related to the Fund | |
preparation, printing and distributing
sales material and advertising relating
to the Funds, insofar as such materials
relate to the Contracts and filing such
materials with and obtaining approval
from, the SEC, FINRA, any state insurance
regulatory authority, and any other
appropriate regulatory authority, to the
extent required |
33