THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS
EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS
OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE
OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
AUTOMATIC REINSURANCE AGREEMENT
BETWEEN
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
BOSTON, MASSACHUSETTS
And
SWISS RE LIFE & HEALTH AMERICA INC.
NEW YORK, NEW YORK
THIS AGREEMENT WILL BE REFERRED TO AS AGREEMENT NO. SA712-98
AUTOMATIC REINSURANCE AGREEMENT
CONTENTS
ARTICLE I SCOPE OF AGREEMENT
ARTICLE II COMMENCEMENT & TERMINATION OF LIABILITY
ARTICLE III OVERSIGHTS - CLERICAL ERRORS
ARTICLE IV MORTALITY NET AMOUNT AT RISK
ARTICLE V REINSURANCE PREMIUMS
ARTICLE VI REINSURANCE ADMINISTRATION
ARTICLE VII SETTLEMENT OF CLAIMS
ARTICLE VIII TAX CREDITS
ARTICLE IX REGULATORY COMPLIANCE
ARTICLE X INSPECTION OF RECORDS
ARTICLE XI INSOLVENCY
ARTICLE XII ARBITRATION
ARTICLE XIII RIGHTS OF OFFSETTING BALANCES DUE
ARTICLE XIV CONTRACT AND PROGRAM CHANGES
ARTICLE XV FEDERAL TAXES
ARTICLE XVI PARTIES TO AGREEMENT
ARTICLE XVII ENTIRE AGREEMENT
ARTICLE XVIII CONFIDENTIALITY
ARTICLE XIX DURATION OF AGREEMENT
ARTICLE XX SEVERABILITY
SIGNATURE PAGE
EXHIBIT A - VARIABLE ANNUITIES COVERED UNDER THIS AGREEMENT
EXHIBIT B - SUB-ACCOUNTS
EXHIBIT C - LOSS CARRYFORWARD DEFINITIONS AND FORMULAE
AUTOMATIC REINSURANCE AGREEMENT
THIS AGREEMENT between THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH
AMERICA, a corporation organized under the laws of the State of Delaware.
hereinafter referred to as the "Company", and SWISS RE LIFE & HEALTH AMERICA
INC., a corporation organized under the laws of the State of New York,
hereinafter referred to as "Swiss Re Life & Health", WITNESSETH AS FOLLOWS:
ARTICLE I
Scope of Agreement
1. On and after the 1st day of July, 1998. the Company shall automatically
reinsure with Swiss Re Life & Health, and Swiss Re Life & Health shall
automatically accept, a [*] of the mortality net amount at risk, as defined in
Article IV, generated prior to annuitization or complete surrender by the
contract owner, by the Guaranteed Minimum Death Benefit (GMDB) provisions within
the variable annuity contracts issued by the Company that are set forth in
Exhibit A, where the contract owner has not elected the Guaranteed Income Rider
(GIR).
2. Swiss Re Life & Health's maximum aggregate liability in any one calendar
year shall not exceed [*] of Swiss Re Life & Health's quota share percentage of
the average aggregate account value over each respective calendar year of
coverage. This average shall be calculated by totaling the aggregate account
value as of the end of each calendar month and dividing the result by the number
of months.
3. Swiss Re Life & Health's maximum liability on any one life reinsured
hereunder shall be [*], multiplied by the quota share percentage reinsured by
Swiss Re Life & Health specified in paragraph 1 of this Article, and calculated
as specified in Article IV of this Agreement.
-1-
4. This Agreement covers only the Company's liability for claims paid under
variable annuity contracts written on the contract forms specified in Exhibit A
and supported by sub-accounts that were reviewed by Swiss Re Life & Health prior
to their issuance.
-2-
ARTICLE II
Commencement & Termination of Liability
1. On reinsurance ceded under the terms of this Agreement, the liability of
Swiss Re Life & Health shall commence simultaneously with that of the Company,
and will terminate upon the earliest of annuitization, surrender or termination
in accordance with Article XIX.
2. Swiss Re Life & Health shall be liable to reimburse claims on only those
deaths where the date of death is on or after July 1, 1998, in accordance with
Article VII.
-3-
ARTICLE III
Oversights - Clerical Errors
1. Should either the Company or Swiss Re Life & Health fail to comply with
any of the terms of this Agreement, and if this is shown to be unintentional and
the result of a misunderstanding, oversight or clerical error on the part of
either the Company or Swiss Re Life & Health, then this Agreement shall not be
deemed abrogated thereby, but both companies shall be restored to the position
they would have occupied had no such oversight, misunderstanding, or clerical
error occurred. Such conditions are to be reported and corrected promptly after
discovery.
2. If the Company or Swiss Re Life & Health discovers that the Company did
not cede reinsurance on a contract it should have reinsured under this
Agreement, the Company may be required to audit its records, at the request of
Swiss Re Life & Health, to determine if reinsurance was unreported on any other
contracts. The Company is expected to take the necessary actions to ensure that
similar oversights do not recur. If Swiss Re Life & Health receives no evidence
that the Company has taken action to remedy such a situation, Swiss Re Life &
Health reserves the right to limit its liability to reported contracts only.
3. Any negligent or deliberate acts or omissions by the Company regarding
the insurance or reinsurance provided are the responsibility of the Company and
its liability insurer, if any, but not that of Swiss Re Life & Health.
-4-
ARTICLE IV
Mortality Net Amount At Risk
1. The mortality net amount at risk for each variable annuity contract
reinsured hereunder shall be calculated as of the last day of each calendar
month and shall be equal to the difference between the death benefit and the
account value of the annuity. The reinsured mortality net amount at risk shall
not be less than zero and shall not be greater than the product of [*] per life
and the quota share percentage set forth in Article I.
VNAR = Max[((Contractual GMDB - FA) - SA) *QS,O]
Max[(Variable GMDB - SA) *QS,O]
where:
FA = Fixed Account Assets
SA = Separate Account Assets
QS = Quota Share Percentage Reinsured by
Swiss Re Life & Health
The contractual death benefit and the contract value shall be as described in
the variable annuity contract forms specified in Exhibit A.
-5-
ARTICLE V
Reinsurance Premiums
1. (a) Reinsurance premiums shall be calculated monthly. The initial total
reinsurance premium in the month that this agreement becomes effective
shall at least equal [*] multiplied by the quota share percentage
reinsured by Swiss Re Life & Health. Subsequent reinsurance premiums
shall be equal to [*] of the prior calendar month's death claim
reimbursement, subject to the minimum and maximum monthly premiums
stated in 1(b) and 1(c), below.
(b) The minimum monthly premium shall be equal to the product of the
minimum monthly premium rate and Swiss Re Life & Health's quota share
percentage of all average aggregate account values over each calendar
month of all variable annuities reinsured hereunder. The minimum
monthly premium rate for the products reinsured hereunder, expressed
in basis points, shall be equal to:
VEN 7, *8, 17, *18,27, and MLL 27 - Annual Ratchet
Tax Qualified Non-Qualified
Issue Ages Minimum Premium Rate Minimum Premium Rate
---------- -------------------- --------------------
<85 [*] [*]
VEN 20,21,22,23,25,26 - Annual Ratchet
MRP 20,21,22,23,25,26 - Annual Ratchet
MLL 25 and 26 - Annual Ratchet
Tax Qualified Non-Qualified
Issue Ages Minimum Premium Rate Minimum Premium Rate
---------- -------------------- --------------------
<81 [*] [*]
VEN 20,21,22,23,25,26 - Return of Principal
MRP 20,21,22,23,25,26 - Return of Principal
MLL 25 and 26 - Return of Principal
Tax Qualified Non-Qualified
Issue Ages Minimum Premium Rate Minimum Premium Rate
---------- -------------------- --------------------
81-85 [*] [*]
* coverage assumes that the net number of contracts for these products
previously inforce with Swiss Re Life & Health and issued as new
-6-
business under this Agreement, at the end of each calendar
quarter, continues to decline.
(c) The maximum monthly premium shall be equal to the product of
the maximum monthly premium rate and Swiss Re Life & Health's
quota share percentage of the average aggregate account values
over each calendar month of all variable annuities reinsured
hereunder.
The maximum monthly premium rate for the products reinsured
hereunder, expressed in basis points, shall be equal to:
VEN 7,*8, 17, *8,27,and MLL 27 - Annual Ratchet
Tax Qualified Non-Qualified
Issue Ages Maximum Premium Rate Maximum Premium Rate
---------- -------------------- --------------------
<85 [*] [*]
VEN 20,21,22,23,25,26 - Annual Ratchet
MRP 20,21,22,23,25,26 - Annual Ratchet
MLL 25 and 26 - Annual Ratchet
Tax Qualified Non-Qualified
Issue Ages Maximum Premium Rate Maximum Premium Rate
---------- -------------------- --------------------
<81 [*] [*]
VEN 20,21,22,23,25,26 - Return of Principal
MRP 20,21,22,23,25,26 - Return of Principal
MLL 25 and 26 - Return of Principal
Tax Qualified Non-Qualified
Issue Ages Maximum Premium Rate Maximum Premium Rate
---------- -------------------- --------------------
81-85 [*] [*]
* coverage assumes that the net number of contracts for these products
previously inforce with Swiss Re Life & Health and issued as new business
under this Agreement, at the end of each calendar quarter, continues to
decline.
2. The monthly reinsurance premium shall be due and payable as described in
Article VI. Swiss Re Life & Health reserves the right to charge interest on
premiums not remitted in accordance with the schedule set forth in Article VI.
The interest rate payable by the Company to Swiss Re Life & Health for overdue
premiums shall be the [*] plus [*]. The method of calculation shall be simple
interest "Bankers' Rule" (or 360 day year).
-7-
3. The reinsurance premium structure described above shall remain in effect
as long as the death benefit design, the contract fees, the mortality and
expense charges, the administration fees, and the surrender charges in effect at
the inception of this Agreement remain unchanged.
-8-
ARTICLE VI
Reinsurance Administration
1. Within 30 days of the end of each calendar month, the Company will
furnish Swiss Re Life & Health a separate electronic report for each Guaranteed
Minimum Death Benefit design specified in Exhibit A, valued as of the last day
of that calendar month. Each report will indicate for all inforce annuities
reinsured hereunder:
a) Annuitant's name, sex, date of birth and social security
number
b) Owner's name, sex, date of birth and social security
number
c) Contract number
d) Contract issue date
e) Contract form number
f) Current contract separate account value
g) Current contract value fixed account value
h) Cumulative net considerations
i) Current contract minimum guaranteed death benefit
j) Current contract death benefit
k) Current contract cash surrender value
l) Current variable net amount at risk
2. Additionally, within 30 days of the end of each calendar month, the
Company will furnish Swiss Re Life & Health a separate paper report for each
GMDB design and tax status combination specified in Exhibit A, summarizing the
following data:
a) Reinsurance premiums due Swiss Re Life & Health
b) Death claim reimbursements due the Company
c) Total number of contracts reinsured
d) Total current contract separate account value
e) Total current fixed account value
-9-
f) Total cumulative net considerations
g) Total current guaranteed minimum death benefit
h) Total current death benefit
i) Total current cash surrender value
j) Total current variable risk amount
3. The monthly premium reports shall be settled on a quarterly basis. If
the net balance is due Swiss Re Life & Health, the amount due shall be remitted
with the last monthly report in the calendar quarter. If the net balance is due
the Company, Swiss Re Life & Health shall remit the amount to the Company within
10 days of the receipt of the last monthly report in the calendar quarter.
-10-
ARTICLE VII
Settlement of Claims
1. The claims that are eligible for reimbursement are only those that the
Company is required to pay on deaths that occur on or after the effective date
of this Agreement.
2. In the event the Company provides satisfactory proof of claim to Swiss
Re Life & Health, claim settlements made by the Company shall be unconditionally
binding on Swiss Re Life & Health.
3. The death claim reimbursed by Swiss Re Life & Health shall be determined
as of the date due proof of death is received at the Company's Annuity Service
office.
4. Within thirty (30) days of the end of each calendar quarter, the Company
shall notify Swiss Re Life & Health of the reinsured death benefits paid in that
calendar quarter and Swiss Re Life & Health shall reimburse the Company, as
provided in Article VI, for the reinsured benefits.
5. Settlements by Swiss Re Life & Health shall be in a lump sum regardless
of the mode of payment made by the Company to the beneficiary.
-11-
ARTICLE VIII
Tax Credits
1. Swiss Re Life & Health shall not reimburse the Company for state premium
taxes.
-12-
ARTICLE IX
Regulatory Compliance
1. Swiss Re Life & Health agrees to comply with all regulatory directives
required to permit the Company to receive statutory reserve credit for the
reinsurance ceded under this Agreement.
2. The Company warrants that it has secured all necessary federal and state
licenses and approvals, and that it is operating in compliance with federal
investment laws and state investment and insurance laws and regulations.
-13-
ARTICLE X
Inspection of Records
1. Swiss Re Life & Health, or its duly appointed representatives, shall
have the right at all reasonable times and for any reasonable purpose to inspect
at the office of the Company all records referring to reinsurance ceded to Swiss
Re Life & Health.
2. Likewise, the Company shall have the right at all reasonable times and
for any reasonable purpose to inspect at the offices of Swiss Re Life & Health
all records pertaining to reinsurance ceded to Swiss Re Life & Health by the
Company. Swiss Re Life & Health shall also provide reasonable access, during
regular business hours, to records pertaining to such reinsurance to any
regulator having authority over the Company's products and operations.
-14-
ARTICLE XI
Insolvency
1. A party to this Agreement will be deemed "insolvent" when it:
(a) Applies for or consents to the appointment of a receiver,
rehabilitator, conservator, liquidator or statutory successor
(hereinafter referred to as the Authorized Representative) of its
properties or assets; or
(b) Is adjudicated as bankrupt or insolvent; or
(c) Files or consents to the filing of a petition in bankruptcy,
seeks reorganization or an arrangement with creditors or takes
advantage of any bankruptcy, dissolution, liquidation, or similar
law or statute; or
(d) Becomes the subject of an order to rehabilitate or an order to
liquidate as defined by the insurance code of the jurisdiction of
the party's domicile.
2. In the event of the insolvency of the Company, all reinsurance made,
ceded, renewed or otherwise becoming effective under this Agreement shall be
payable by Swiss Re Life & Health directly to the Company or to its Authorized
Representative on the basis of the liability of the Company under the contract
or contracts reinsured without diminution because of the insolvency of the
Company. It is understood, however, that in the event of the insolvency of the
Company, the Authorized Representative of the insolvent Company shall give
written notice of the pendency of a claim against the insolvent Company on the
policy reinsured within a reasonable time after such claim is filed in the
insolvency proceeding and that, during the pendency of such claim, Swiss Re Life
& Health may investigate such claim and interpose, at its own expense, in the
proceeding where such claim is to be adjudicated, any defense or defenses which
it may deem available to the Company or to its Authorized Representative
3. It is further understood that the expense thus incurred by Swiss Re Life
& Health shall be chargeable, subject to court approval, against the insolvent
Company as part of the expense of liquidation to the extent of a proportionate
share of the benefit which may
-15-
accrue to the Company solely as a result of the defense undertaken by Swiss Re
Life & Health. Where two or more assuming insurers are involved in the same
claim and a majority in interest elect to interpose defense to such claim, the
expense shall be apportioned in accordance with the terms of this Reinsurance
Agreement as though such expense had been incurred by the Company.
4. In the event of the insolvency of Swiss Re Life & Health and the
appointment of receivers therefor, the liability of Swiss Re Life & Health shall
not terminate but shall continue with respect to the reinsurance ceded to Swiss
Re Life & Health by the Company prior to the date of such insolvency or
appointment, and the Company shall have a security interest in any and all sums
held by or under deposit in the name of Swiss Re Life & Health.
-16-
ARTICLE XII
Arbitration
1. In the event of any difference arising hereafter between the contracting
parties with reference to any transaction under this Agreement, the same shall
be referred to three arbitrators who must be current or former executive
officers of life insurance or life reinsurance companies other than the two
parties to this Agreement or their affiliates, each of the contracting companies
to appoint one of the arbitrators and such two arbitrators to select the third.
If either party refuses or neglects to appoint an arbitrator within 60 days
after receipt of the written request for arbitration, the other party may
appoint a second arbitrator.
2. If the two arbitrators fail to agree on the selection of a third
arbitrator within 60 days of their appointment, each of them shall name three
individuals, of whom the other shall decline two, and the decision shall be made
by drawing lots.
3. The arbitrators shall consider this Reinsurance Agreement not merely as
a legal document but also as a gentlemen's agreement. In resolving the dispute,
the arbitrators will give full consideration to the customs and practices of the
life insurance and life reinsurance industry, insofar as they are not in
conflict with the specific terms of this Agreement. The arbitrators shall decide
by a majority vote. There shall be no appeal from their written decision.
4. Unless the arbitrators decide otherwise, each party shall bear the
expense of its own arbitration, including its arbitrator and outside attorney
fees, and shall jointly and equally bear with the other party the expense of the
third arbitrator. Any remaining costs of the arbitration proceedings shall be
apportioned by the Board of Arbitrators.
-17-
ARTICLE XIII
Right of Offsetting Balances Due
1. The Company and Swiss Re Life & Health shall have, and may exercise at
any time, the right to offset any balance or balances due one party to the
other, its successors or assigns, against balances due the other party under
this Agreement or under any other Agreements or Contracts previously or
subsequently entered into between the Company and Swiss Re Life & Health. This
right of offset shall not be affected or diminished because of insolvency of
either party to this Agreement.
-18-
ARTICLE XIV
Contract and Program Changes
1. The Company may amend, substitute, add or delete variable investment
funds to the underlying investment funds supporting the annuity contract as
described in the contract general provisions. No such change will be made by the
Company without prior notification to Swiss Re Life & Health and without the
prior approval of the Securities and Exchange Commission, if necessary. The
Company agrees to maintain at all times a satisfactory selection of core
investment options with characteristics similar to those listed in Exhibit B.
2. The Company shall also give Swiss Re Life & Health advance notice of any
other changes to its annuity product design, its fees and charges, its
distribution systems and/or methods, or the addition of any riders to any
contract form reinsured hereunder.
3. Should any such change result in a material increase in the reinsured
net amount at risk and/or material decrease in the reinsurance premiums due,
Swiss Re Life & Health shall have the right to modify any of the terms of this
Agreement.
-19-
ARTICLE XV
Federal Taxes
1. The Company and Swiss Re Life & Health hereby agree to the following
pursuant to Section 1.848-2(g)(8) of the Income Tax Regulation issued December
1992, under Section 848 of the Internal Revenue Code of 1986, as amended. This
election shall be effective as of the Effective Date of this Agreement and for
all subsequent taxable years for which this Agreement remains in effect.
(a) The term "party" will refer to either the Company or Swiss Re
Life & Health, as appropriate.
(b) The terms used in this Article are defined by reference to
Regulation 1.848-2 in effect December 1992.
(c) The party with the net positive consideration for this Agreement
for each taxable year will capitalize specified policy
acquisition expenses with respect to this Agreement without
regard to the general deductions limitation of Section 848(c)(1).
(d) Both parties agree to exchange information pertaining to the
amount of net consideration under this Agreement each year to
ensure consistency or as otherwise required by the Internal
Revenue Service.
(e) The Company will submit a schedule to Swiss Re Life & Health by
May 1 of each year of its calculation of the net consideration
for the preceding calendar year. This schedule of calculations
will be accompanied by a statement stating that the Company will
report such net consideration in its tax return for the preceding
calendar year.
(f) Swiss Re Life & Health may contest such calculation by providing
an alternative calculation to the Company by June 1. If Swiss Re
Life & Health does not so notify the Company, the Company will
report the net consideration as determined by the Company in the
Company's tax return for the previous calendar year.
-20-
(g) If Swiss Re Life & Health contests the Company's calculation of
the net consideration, the parties will act in good faith to
reach an agreement as to the correct amount by July 1. If the
Company and Swiss Re Life & Health reach agreement on an amount
of the net consideration, each party shall report such amount in
their respective tax returns for the previous calendar year.
2. Swiss Re Life & Health and the Company represent and warrant that they
are subject to U.S. taxation under Subchapter L of Chapter 1 of the Internal
Revenue Code.
-21-
ARTICLE XVI
Parties to Agreement
1. This Agreement is an indemnity reinsurance agreement solely between the
Company and Swiss Re Life & Health. The acceptance of reinsurance hereunder
shall not create any right or legal relation whatever between Swiss Re Life &
Health and the annuitant, owner, beneficiary or any other party under any
contracts of the Company which may be reinsured hereunder, and the Company shall
be and remain solely liable to such parties under such contracts reinsured
hereunder.
2. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns.
-22-
ARTICLE XVII
Confidentiality
1. All matters with respect to this Agreement require the utmost good faith
of both parties. Both the Company and Swiss Re Life & Health shall hold
confidential and not disclose or make competitive use of any shared proprietary
information unless otherwise agreed to in writing, or unless the information
otherwise becomes publicly available or the disclosure of which is required for
retrocession purposes or has been mandated by law or is duly required by
external auditors.
-23-
ARTICLE XVIII
Entire Agreement
1. This Agreement shall constitute the entire agreement between the parties
with respect to business reinsured hereunder. There are no understandings
between the parties other than as expressed in this Agreement and any change or
modification of this Agreement shall be null and void unless made by amendment
to the Agreement and signed by both parties.
-24-
ARTICLE XIX
Duration of Agreement
1. This Agreement shall be unlimited as to its duration but may be reduced
or terminated as provided in this Article, below.
2. This Agreement shall be open for new business for a minimum of three (3)
years as measured from the effective date of this agreement. Any time on or
after the third anniversary of this Agreement and upon 180 days written notice,
either the Company or Swiss Re Life & Health may either cancel this Agreement
for new business unilaterally or amend the terms of reinsurance for new business
by mutual agreement.
3. Any time on or after the fifteenth anniversary of this Agreement, the
Company may, upon 90 days written notice, irrevocably elect to cancel the
reinsurance in force under this Agreement, provided the loss carryforward,
calculated as described in Exhibit C of this Agreement, is non-negative. Upon
election, the reinsurance shall be recaptured at a constant rate by reducing the
quota share percentage set forth in Article I, paragraph 1, by [*] per month.
The reduction shall begin in the month of election and continue for [*]. The
quota share percentage will then be equal to [*] and the reinsurance ceded
hereunder will be fully recaptured and this Agreement will then be terminated.
4. Should the Company fail to pay reinsurance premiums when due, Swiss Re
Life & Health may give the Company 30 days notice, after reinsurance premiums
are 90 days or more in arrears, that reinsurance coverage on the affected
reinsurance is suspended. The reinsurance coverage will be reinstated at the
option of Swiss Re Life & Health upon receipt of all the overdue premiums.
However, Swiss Re Life & Health shall have no liability for claims that occur
during a period of suspension. Also, suspension of reinsurance coverage shall
not relieve the Company of liability for premiums due Swiss Re Life & Health.
-25-
ARTICLE XX
Severability
1. If any provision of this Agreement is determined to be invalid or
unenforceable, such determination will not affect or impair the validity or the
enforceability of the remaining provisions of this Agreement.
-26-
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
By: /s/ illegible Attest: /s/ illegible
---------------------------------- ----------------------------
Title: illegible Title: AVR, Product illegible
Date: June 23, 1998 Date: June 23, 0000
XXXXX RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
---------------------------------- ----------------------------
Title: Vice President Title: Reinsurance Services Officer
Date: June 30, 1998 Date: July 2, 1998
-27-
EXHIBIT A
Variable Annuities Covered Under This Agreement
I. Contract Data
VENTURE COMBINATION FIXED AND VARIABLE ANNUITY WHERE THE OWNER HAS NOT
ELECTED THE GUARANTEED INCOME RIDER
Contract Form Numbers* Product Codes
---------------------------------------- -------------------------------------
All contracts beginning with Form VEN 7, 8, 17, 18, 27 Annual Ratchet
Number 207; except 207-VFA-NY; MLL 27 Annual Ratchet
Include VFA-MN; include all certificates (Enhanced)
Beginning with VFA-CERT
VENTURE.001 VEN 20, 21, 22, 23, 25, 26
VENTURE.003 MRP 20, 21, 22, 23, 25, 26
VENTURE.005 MLL 25 and 26
* Includes all state variations of annual ratchet death benefit
II. Issue Dates Covered
Contracts issued on or after July 1, 1998.
III. GMDB Design
VEN 7, 8, 17, 18, 27, and MLL 27 Enhanced (formerly covered under the
Automatic Reinsurance Agreement dated August 1, 1995 and Amendments. Death
Benefit Paid on Death of Last Surviving Annuitant).
Issue Ages less Than 85; Annual Ratchet to Attained Age 85. Reinsurance
terminates upon attained age 85.
VEN 20, 21, 22, 23, 25, 26 & MRP 20, 21, 22, 23, 25, 26 & MLL 25 and 26
(formerly covered under the Automatic Reinsurance Agreement dated August
1, 1995, and Amendments. Death Benefit Paid on Death of Owner) Issue Ages
less Than 81; Annual Ratchet to Attained Age 85; Reinsurance terminates
upon attained age 85.
Issue Ages Over 81; Contract Value, Not covered under agreement.
VEN 20, 21, 22, 23, 25, 26 & MRP 20, 21, 22, 23, 25, 26 & MLL 25 and 26
(formerly covered under the Automatic Reinsurance Agreement dated August
1, 1995, and Amendments. Death Benefit Paid on Death of Owner)
Issue Ages Less Than 81; Annual Ratchet to Attained Age 81; Frozen
Thereafter.
Issue Ages 81 to 85; Return of Principal
Provision for Spousal Re-registration.
Upon the death of the contract owner, the mortality net amount at risk, if
any, will be payable to Manulife, and the beneficiary may subsequently
take over the contract; upon the death of the beneficiary, the mortality
net amount at risk, if any, will be payable to Manulife.
EXHIBIT B
Sub-Accounts
TRUST PORTFOLIO
Pacific Rim Emerging Markets Fund
Science & Technology Fund
International Small Cap Fund
Emerging Growth Fund
Pilgrim Xxxxxx Growth Fund
Small/Mid Cap Fund
International Stock Fund
Worldwide Growth Fund
Small Company Value Fund
Global Equity Fund
Growth Fund
Equity Fund
Quantitative Equity Fund
Blue Chip Growth Fund
Real Estate Securities Fund
Value Fund
International Growth and Income Fund
Growth and Income Fund
Equity-Income Fund
Balanced Fund
Aggressive Asset Allocation Fund
High Yield Fund
Moderate Asset Allocation Fund
Conservative Asset Allocation Fund
Strategic Bond Fund
Global Government Bond Fund
Capital Growth Bond Fund
Investment Quality Bond Fund
U. S. Government Securities Fund
Money Market Fund
Lifestyle Conservative Fund
Lifestyle Moderate Fund
Lifestyle Balanced Fund
Lifestyle Growth Fund
Lifestyle Aggressive Fund
Special Value Fund
Basic Value Fund
Developing Markets Fund
EXHIBIT C
Loss Carryforward
Definitions and Formulae
t = current month
q = current quarter
SIGMA AV(t) = Sum total of Swiss Re Life & Health's quota share percentage
of account values at end of month t
Avg. AV(t) = [*] of (SIGMA AV (t-1) + SIGMA AV (t))
SIGMA GMDB(t) = Sum total of Swiss Re Life & Health's quota share percentage
of guaranteed minimum death benefits at end of month t
Avg. GMDB(t) = [*] of (SIGMA GMDB(t-1) + SIGMA GMDB(t))
APR = annualized premium rate for each product combination
MPR = Monthly premium rate for each product combination
= (APR / 12)
RP(t) = Reinsurance premiums due at end of month t
DBR(t) = Death benefit recoveries in month t
= Sum of individual reinsured variable net risk amounts
reimbursed upon death
DBR(o) = O
MEC(t) = Monthly expense charge for month t, applied to average
aggregate account value over the month
= [*] x Avg. AV(t)
MEC(o) = O
CFWD(t) = Carryforward from month (t-1), adjusted for interest
= [AdjP(t-1) x (1 + CIR(t))]
CFWD(1) = O
CIR(t) = Carryforward interest rate for month t
= [*] / 12
EXHIBIT C, continued
AdjP(t) = Adjusted profit for all products reinsured hereunder for
month t
= RP(t)-DBR(t)-MEC(t)+CFWD(t)
AdjP(o) = 0
AdjP(y) = Adjusted profit for calendar year y
Note: This Loss Carryforward methodology will be applied to all classes of
risks reinsured under this agreement as though they were one class.
AMENDMENT NO. I
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company of North America
And
SWISS RE LIFE & HEALTH AMERICA, INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1. The attached Exhibit B will be substituted for the corresponding schedule
attached to this Agreement indicating new funds which have been added to
the Agreement, with corresponding inception dates.
2. This Amendment shall be effective May 1, 1999
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company of North America
By: /s/ illegible Attest: /s/ illegible
---------------------------------- -------------------------------
Title: VP, US Annuities Title: AVP, Product Actuary
Date: March 10, 1999 Date: Xxxxx 00, 0000
XXXXX RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
---------------------------------- -------------------------------
Title: Managing Actuary Title: Reinsurance Services Officer
Date: April 6, 1999 Date: April 6, 1999
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA,
COMPANY OF NORTH AMERICA INC.
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 PREPARED 3/8/99
AMENDMENT II EFFECTIVE MAY 1, 1999
EXHIBIT B
SUB-ACCOUNTS OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT A
Fund Date Fund Description
----------------------------------------- ----------------------------------
VARIABLE FUNDS:
Manufacturers Advisor Corporation
October 4,1994 Pacific Rim Emerging Markets Trust
October 4,1994 Quantitative Equity Trust
April 30, 1987 Real Estate Securities Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
Founders Asset Management, Inc.
March 4, 1996 International Small Cap Trust
January 1, 1997 Balanced Trust
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIMCapital Management, Inc.
January 1, 1997 Aggressive Growth Trust
March 4, 1996 Mid Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 Small Company Blend Trust
May 1, 1999 U.S. Large Cap Value Trust
August 3, 1989 Income & Value Trust
August 3, 1989 Diversified Bond Trust
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
Fidelity Management Trust Company
January 9, 1995 Overseas Trust
June 18, 1985 Mid Cap Blend Trust
August 13, 1989 Large Cap Growth Trust
Xxxx Xxxxx - Xxxxxxx International, Inc.
January 1, 1997 International Stock Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA,
COMPANY OF NORTH AMERICA INC.
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 PREPARED 3/8/99
AMENDMENT II EFFECTIVE MAY 1, 1999
EXHIBIT B
SUB-ACCOUNTS OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT A (CONTINUED)
Fund Date Fund Description
--------------------------------------- ------------------------------------
VARIABLE FUNDS:
Xxxxxxxxx
October 1, 1997 Small Company Value Trust
Xxxxxx Xxxxxxx Asset Management, Inc.
March 18, 1988 Global Equity Trust
State Street Global Advisors
July 15, 1996 Growth Trust
Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
January 1, 1997 High Yield Trust
January 1, 1997 Value Trust
Salomon Brothers Asset Management, Inc.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
Xxxxxxx Xxxxx
October 13, 1997 MLAM Basic Value Focus
October 13, 1997 MLAM Special Value Focus
October 13, 1997 MLAM Developing Capital Markets Focus
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Manufacturers Investment Trust.
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 3/8/99
VENTURE SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT II EFFECTIVE MAY 1, 1999
AMENDMENT NO. II
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company of North America
And
SWISS RE LIFE & HEALTH AMERICA, INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is mutually agreed that effective the 1st day of August, 1999:
A. ARTICLE V, Reinsurance Premiums, is revised as attached.
B. Exhibit A, Variable Annuities Covered Under this Agreement, is revised as
attached.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company of North America
By: /s/ Xxxx XxXxxxxx Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP, U.S. Annuities Title: VP, CFO & Treasurer
Date: April 26, 1999 Date: Xxxxx 00, 0000
XXXXX RE LIFE & HEALTH AMERICA, INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP, Pricing Title: Reinsurance Services Officer
Date: May 20, 1999 Date: May 20, 1999
THE MANUFACTURERS LIFE INSURANCE
COMPANY XX XXXXX XXXXXXX
XXXXXXX XX. XX000-00 EFFECTIVE JULY 1, 1998
AMENDMENT III EFFECTIVE XXXXX 00, 0000
XXXXX RE LIFE & HEALTH AMERICA, INC.
AMENDMENT NO II (Continued)
ARTICLE V
Reinsurance Premiums
1. (a) Reinsurance premiums shall be calculated monthly. The initial
total reinsurance premium in the month that this agreement becomes
effective shall at least equal [*] multiplied by the quota share
percentage reinsured by Swiss Re Life & Health. Subsequent reinsurance
premiums shall be equal to [*] of the prior calendar month's death
claim reimbursement, subject to the minimum and maximum monthly
premiums stated in 1(b) and 1(c), below.
(b) The minimum monthly premium shall be equal to the product of the
minimum monthly premium rate and Swiss Re Life & Health's quota share
percentage of all average aggregate account values over each calendar
month of all variable annuities reinsured hereunder.
The minimum monthly premium rate for the products reinsured hereunder,
expressed in basis points, shall be equal to:
VEN 7*, 8*, 17*, 18*, 27* - ANNUAL RATCHET
MRP 7*, 17*, 27* - ANNUAL RATCHET
MLL 27* - ANNUAL RATCHET
Tax Qualified Non-Qualified
Issue Ages Minimum Premium Rate Minimum Premium Rate
---------- -------------------- --------------------
<85 [*] [*]
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- ANNUAL RATCHET
XXX 00, 00, 00, 00, 00, 00 -- ANNUAL RATCHET
MLL 25, 26 AND 28 -- ANNUAL RATCHET
Tax Qualified Non-Qualified
Issue Ages Minimum Premium Rate Minimum Premium Rate
---------- -------------------- --------------------
<81 [*] [*]
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY XX XXXXX XXXXXXX
XXXXXXX XX. XX000-00 EFFECTIVE JULY 1, 1998
AMENDMENT III EFFECTIVE MARCH 15, 1999
AMENDMENT NO II (Continued)
ARTICLE V (Continued)
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- ANNUAL RATCHET
XXX 00, 00, 00, 00, 00, 00 -- ANNUAL RATCHET
MLL 25, 26 AND 28 -- ANNUAL RATCHET
Tax Qualified Non-Qualified
Issue Ages Minimum Premium Rate Minimum Premium Rate
---------- -------------------- --------------------
81 - 85 [*] [*]
* coverage assumes that the net number of contracts for these products
previously inforce with Swiss Re Life & Health and issued as new business
under this Agreement, at the end of each calendar quarter, continues to
decline.
(c) The maximum monthly premium shall be equal to the product of the
maximum monthly premium rate and Swiss Re Life & Health's quota share
percentage of the average aggregate account values over each calendar
month of all variable annuities reinsured hereunder.
The maximum monthly premium rate for the products reinsured hereunder,
expressed in basis points, shall be equal to:
VEN 7*, 8*, 17*, 18*, 27* - ANNUAL RATCHET
MRP 7*, 17*, 27* - ANNUAL RATCHET
MLL 27* - ANNUAL RATCHET
Tax Qualified Non-Qualified
Issue Ages Maximum Premium Rate Maximum Premium Rate
---------- -------------------- --------------------
<85 [*] [*]
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- ANNUAL RATCHET
XXX 00, 00, 00, 00, 00, 00 -- ANNUAL RATCHET
MLL 25, 26 AND 28 -- ANNUAL RATCHET
Tax Qualified Non-Qualified
Issue Ages Maximum Premium Rate Maximum Premium Rate
---------- -------------------- --------------------
<81 [*] [*]
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY XX XXXXX XXXXXXX
XXXXXXX XX. XX000-00 EFFECTIVE JULY 1, 1998
AMENDMENT III EFFECTIVE MARCH 15, 1999
AMENDMENT NO II (Continued)
ARTICLE V (Continued)
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- RETURN OF PRINCIPAL
MRP 20, 21, 22, 23, 25, 26 -- RETURN OF PRINCIPAL
MLL 25, 26 AND 28 -- RETURN OF PRINCIPAL
Tax Qualified Non-Qualified
Issue Ages Maximum Premium Rate Maximum Premium Rate
---------- -------------------- --------------------
81 - 85 [*] [*]
* coverage assumes that the net number of contracts for these products
previously inforce with Swiss Re Life & Health and issued as new business
under this Agreement, at the end of each calendar quarter, continues to
decline.
2. The monthly reinsurance premium shall be due and payable as described in
Article VI. Swiss Re Life & Health reserves the right to charge interest on
premiums not remitted in accordance with the schedule set forth in Article VI.
The interest rate payable by the Company to Swiss Re Life & Health for overdue
premiums shall be the [*] rate as first published in the Wall Street Journal in
the month following the end of the billing period plus [*]. The method of
calculation shall be simple interest "Bankers' Rule" (or 360 day year).
3. The reinsurance premium structure described above shall remain in effect
as long as the death benefit design, the contract fees, the mortality and
expense charges, the administration fees, and the surrender charges in effect at
the inception of this Agreement remain unchanged.
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY XX XXXXX XXXXXXX
XXXXXXX XX. XX000-00 EFFECTIVE JULY 1, 1998
AMENDMENT III EFFECTIVE MARCH 15, 1999
AMENDMENT NO II (Continued)
EXHIBIT A
Variable Annuities Covered Under This Agreement
I. Contract Data
VENTURE COMBINATION FIXED AND VARIABLE ANNUITY WHERE THE OWNER HAS NOT
ELECTED THE GUARANTEED INCOME RIDER
Contract Form Numbers* Product Codes
---------------------- -----------------------------------
All contracts beginning with Form VEN 7, 8, 17, 18, 27 Annual Ratchet
Number 207; except 207-VFA-NY; MRP7, 17, 27, MLL 27 Annual Ratchet
Include VFA-MN; include all certificates (Enhanced)
Beginning with VFA-CERT
VENTURE.001 VEN 20, 21, 22, 23, 25, 26, 28, 30
VENTURE.003 VEN 31, 32, 33, 34
VENTURE.005 MRP 20, 21, 22, 23, 25, 26
MLL 25, 26, 28
* Includes all state variations of annual ratchet death benefit
II. Issue Dates Covered
Contracts issued on or after July 1, 1998.
III. GMDB Design
XXX 0, 0, 00, 00, 00, XXX 7, 17, 27 and MLL 27 Enhanced (formerly covered
under the Automatic Reinsurance Agreement dated august 1, 1995 and
Amendments. Death Benefit Paid on Death of Last Surviving Annuitant). Issue
Ages Less Than 85; Annual Ratchet to Attained Age 85. Reinsurance
terminates upon attained age 85.
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 & XXX 00, 00, 00, 00,
00, 00 & MLL 25, 26 & 28 (formerly covered under the Automatic Reinsurance
Agreement dated August 1, 1995, and Amendments. Death Benefit Paid on Death
of Owner)
Issue Ages Less Than 81; Annual Ratchet to Attained Age 85; Reinsurance
terminates upon attained age 85.
Issue Ages Over 81; Contract Value, Not covered under agreement.
The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC.
Company of North America
Venture No. SA712-98 Effective July 1, 1998
Amendment III Effective March 15, 1999
AMENDMENT NO II (Continued)
EXHIBIT A (Continued)
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 & XXX 00, 00, 00, 00,
00, 00 & MLL 25, 26 & 28 (formerly covered under the Automatic Reinsurance
Agreement dated August 1, 1995, and Amendments. Death Benefit Paid on
Death of Owner)
Issue Ages Less Than 81; Annual Ratchet to Attained Age
81; Frozen Thereafter.
Issue Ages 81 to 85; Return of Principal
Provision for Spousal Re-registration.
Upon the death of the contract owner, the mortality net amount at risk, if
any, will be payable to Manulife, and the beneficiary may subsequently
take over the contract; upon the death of the beneficiary, the mortality
net amount at risk, if any, will be payable to Manulife.
The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC.
Company of North America
Venture No. SA712-98 Effective July 1, 1998
Amendment III Effective March 15, 1999
AMENDMENT NO. III
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company of North America
And
SWISS RE LIFE & HEALTH AMERICA, INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1. The attached Exhibit B will be substituted for the corresponding schedule
attached to this Agreement indicating new funds which have been added to
the Agreement.
2. This Amendment shall be effective May 1, 2000.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have
caused their names to be subscribed and duly attested hereunder by their
respective Authorized Officers.
The Manufacturers Life Insurance Company of North America
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP Title: VP, Treasurer & CFO
Date: 3/17/2000 Date: 3/17/2000
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP Pricing Title: EVP & Chief Pricing Officer
Date: 4/6/00 Date: 4/6/00
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 3/10/00
VENTURE NO. SA712-98 EFFECTIVE JULY 1,1998
AMENDMENT III EFFECTIVE MAY 1, 2000
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
---------------------------------- ------------------------------------
VARIABLE FUNDS:
Manufacturers Advisor Corporation
October 4, 1994 Pacific Rim Emerging Markets Trust
October 4, 1994 Quantitative Equity Trust
April 30, 1987 Real Estate Securities Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2000 International Index Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
Founders Asset Management, Inc.
March 4, 1996 International Small Cap Trust
January 1, 1997 Balanced Trust
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
January 1, 1997 Aggressive Growth Trust
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 Small Company Blend Trust
May 1, 1999 U.S. Large Cap Value Trust
August 3, 1989 Income & Value Trust
August 3, 1989 Diversified Bond Trust
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
Fidelity Management Trust Company
January 9, 1995 Overseas Trust
June 18, 1985 Mid Cap Blend Trust
August 3, 1989 Large Cap Growth Trust
Xxxx Xxxxx - Xxxxxxx
International, Inc.
January 1, 1997 International Stock Trust
The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC.
Company of North America Prepared 3/10/00
Venture No. SA712-98 Effective July 1,1998
Amendment III Effective May 1, 2000
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------------------------------------- -------------------------------------
VARIABLE FUNDS:
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
Xxxxxxxxx
October 1, 1997 Small Company Value Trust
Xxxxxx Xxxxxxx Asset Management, Inc.
March 18, 1988 Global Equity Trust
State Street Global Advisors
July 15, 1996 Growth Trust
Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
January 1, 1997 High Yield Trust
January 1, 1997 Value Trust
Salomon Brothers Asset Management, Inc.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
Janus
May 1, 2000 Dynamic Growth Trust
Xxxxxxxx Xxxxxxxx
May 1, 2000 Tactical Allocation Trust
Munder Capital Management
May 1, 2000 Internet Technology Trust
Xxxxxxx Xxxxx
October 13, 1997 MLAM Basic Value Focus
October 13, 1997 MLAM Special Value Focus
October 13, 1997 MLAM Developing Capital Markets Focus
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Manufacturers Investment Trust.
THE MANUFACTURES LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 3/10/00
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT III EFFECTIVE MAY 1, 2000
AMENDMENT NO. IV
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company of North America
And
SWISS RE LIFE & HEALTH AMERICA, INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1. The attached Exhibit B will be substituted for the corresponding schedule
attached to this Agreement indicating the new fund which has been added to
the Agreement.
2. This Amendment shall be effective November 1, 2000.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company of North America
By: /s/ illegible Attest:
--------------------------------- --------------------------------
Title: VP & CFO Title:
Date: 10/2/00 Date:
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: EVP & Chief Pricing Officer Title: VP Pricing
Date: 10/30/00 Date: 10/30/00
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 9/27/00
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT IV EFFECTIVE MAY 1, 2000
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
---------------------------------------- ------------------------------------
VARIABLE FUNDS:
Manufacturers Advisor Corporation
October 4, 1994 Pacific Rim Emerging Markets Trust
October 4, 1994 Quantitative Equity Trust
April 30, 1987 Real Estate Securities Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2000 International Index Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
Founders Asset Management, Inc.
March 4, 1996 International Small Cap Trust
January 1, 1997 Balanced Trust
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
January 1, 1997 Aggressive Growth Trust
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 Small Company Blend Trust
May 1, 1999 U.S. Large Cap Value Trust
August 3, 1989 Income & Value Trust
August 3, 1989 Diversified Bond Trust
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
Fidelity Management Trust Company
January 9, 1995 Overseas Trust
June 18, 1985 Mid Cap Blend Trust
August 3, 1989 Large Cap Growth Trust
Xxxx Xxxxx - Xxxxxxx International, Inc.
January 1, 1997 International Stock Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 9/27/00
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT IV EFFECTIVE NOVEMBER 1, 2000
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------------------------------------- -------------------------------------
VARIABLE FUNDS:
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
Xxxxxxxxx
October 1, 1997 Small Company Value Trust
Xxxxxx Xxxxxxx Asset Management, Inc.
March 18, 1988 Global Equity Trust
State Street Global Advisors
July 15, 1996 Growth Trust
Xxxxxx Xxxxxxxx & Xxxxxxxx. LLP
January 1, 1997 High Yield Trust
January 1, 1997 Value Trust
Salomon Brothers Asset Management. Inc.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
Janus
May 1, 2000 Dynamic Growth Trust
Xxxxxxxx Xxxxxxxx
May 1, 2000 Tactical Allocation Trust
Munder Capital Management
May 1, 2000 Internet Technology Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 MLAM Basic Value Focus
October 13, 1997 MLAM Special Value Focus
October 13, 1997 MLAM Developing Capital Markets Focus
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Manufacturers Investment Trust.
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OR NORTH AMERICA PREPARED 9/27/00
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT IV EFFECTIVE NOVEMBER 1, 2000
AMENDMENT NO. V
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company of North America
And
SWISS RE LIFE & HEALTH AMERICA, INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1. The attached Exhibit B will be substituted for the corresponding schedule
attached to this Agreement indicating the new funds which have been added
to the Agreement.
2. This Amendment shall be effective May 1, 2001.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company of North America
By: /s/ Illegible Attest: /s/ Illegible
--------------------------------- --------------------------------
Title: VP, Annuity Product Dev Title: AVP, Prod Dev
Date: 03/26/01 Date: 3/26/07
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ Illegible Attest: /s/ Illegible
--------------------------------- --------------------------------
Title: VP Pricing Title: EVP
Date: 3/29/01 Date: 3/29/01
The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC.
Company of North America Prepared 3/27/01
Venture No. SA712-98 Effective July 1, 1998
Amendment V Effective May 1, 2001
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
---------------------------------- -----------------------------------
VARIABLE FUNDS:
Manufacturers Advisor Corporation
October 4, 1994 Pacific Rim Emerging Markets Trust
October 4, 1994 Quantitative Equity Trust
June 18, 1985 Money Market Trust
January 1, 1997 Balanced Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Trust
May 1, 2000 500 Index, Trust
May 1, 2000 Mid Cap Index, Trust
May 1, 2000 Small Cap Index Trust
May 1, 2000 International Index Trust
May 1, 2001 Quantitative Mid Cap Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
Founders Asset Management, Inc.
March 4, 1996 International Small Cap Trust
Franklin Advisers. Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
January 1, 1997 Aggressive Growth Trust
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 Small Company Blend Trust
May 1, 1999 U.S. Large Cap Value Trust
August 3, 1989 Income & Value Trust
August 3, 1989 Diversified Bond Trust
Wellington Management Company, LLP
May l, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
Xxxx Xxxxx - Xxxxxxx International, Inc.
January 1, 1997 International Stock Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 3/27/01
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT V EFFECTIVE MAY 1, 2001
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
------------------------------------------ -------------------------------
VARIABLE FUNDS:
Fidelity Management & Research Company
January 9, 1995 Overseas Trust
June 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
Xxxxxx Investment Management, LLC
March 18, 1988 Global Equity Trust
May 1, 2001 Mid Cap Opportunities Trust
SsgA Funds Management, Inc.
July 15, 1996 Growth Trust
Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
January 1, 1997 High Yield Trust
January 1, 1997 Value Trust
Salomon Brothers Asset Management, Inc.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
Janus
May 1, 2000 Dynamic Growth Trust
Xxxxxxx Advisors, Inc.
May 1, 2000 Tactical Allocation Trust
Munder Capital Management
May 1, 2000 Internet Technology Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Developing capital Markets Focus
Coehn & Steers
April 30, 1987 Real Estate Securities Trust
Dreyfus
May 1, 2001 All Cap Value Trust
Xxxxx Selected
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 3/27/01
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT V EFFECTIVE MAY 1, 2001
EXHIBIT B
SUB-ACCOUNTS(CONTINUED)
Fund Date Fund Description
----------------------------------------------- ---------------------------------------
VARIABLE FUNDS:
Invesco
May 1, 2001 Telecommunications Trust
May 1, 2001 Mid Cap Growth Trust
Lord Xxxxxx
May 1, 2001 Mid Cap Value Trust
MFS
May 1, 2001 Strategic Growth Trust
May 1, 2001 Capital Opportunities Trust
May 1, 2001 Utilities Trust
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Manufacturers Investment Trust.
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 3/27/01
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT V EFFECTIVE MAY 1, 2001
AMENDMENT NO. VI
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company of North America
And
SWISS RE LIFE & HEALTH AMERICA, INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1. Article XVI, Paragraph 2 will be deleted and replaced by the following:
This Agreement may not be assigned by either party without the prior written
approval of the other party, except for an assignment by the Company to The
Manufacturers Life Insurance Company (U.S.A.) ("ManUSA") in the event the
Company merges with ManUSA or assigns the policies covered by the Agreement to
ManUSA.
2. This Amendment shall be effective January 1, 2002.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company of North America
By: /s/ Illegible Attest: /s/ Xxxxx X. Xxxxxx
--------------------------------- --------------------------------
Title: VP Annuity Product Dev. Title: AVP & Pricing Actuary
Date: OCT. 16/01 Date: 10-16-2001
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ Xxxxxx Xxxxxx Attest: /s/ Illegible
--------------------------------- --------------------------------
Title: VP Marketing Title: VP Pricing
Date: Nov. 16/01 Date: 11/19/01
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC.
COMPANY OF NORTH AMERICA PREPARED 10/12/01
VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998
AMENDMENT VI EFFECTIVE JANUARY 1, 2002
AMENDMENT NO. VII
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company (U.S.A.)
And
SWISS RE LIFE & HEALTH AMERICA INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies that the attached Exhibit B will be
substituted for the corresponding schedule attached to this Agreement to reflect
the following:
1) Deutsche Asset Management Investment Services Ltd. integrated as a new
subadvisor effective November 25, 2002.
2) New fund additions, mergers and changes all effective May 1, 2003.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP & CFO Title: VP
Date: 4/26/05 Date: 4/26/05
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: 2VP Title: VP
Date: 4/12/05 Date: 4/12/05
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Emerging Markets
October 4, 1994 Quantitative Equity Trust
June 18, 1985 Money Market Trust
January 1, 1997 Balanced Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2000 International Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
January 1, 1997 Aggressive Growth Trust
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 Small Company Blend Trust
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
August 3, 1989 Diversified Bond Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
Deutsche Asset Management, Inc.
January 1, 1997 International Stock Trust
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
January 9, 1995 Overseas Trust
June 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxx Investment Management, LLC
March 18, 1988 Global Equity Trust
Salomon Brothers Asset Management, Inc.
January 1, 1997 High Yield Trust
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Developing Capital Markets Focus
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
MFS
May 1, 2001 Strategic Growth Trust
May 1, 2001 Strategic Value Trust
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Manufacturers Investment Trust.
AMENDMENT NO. VIII
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company (U.S.A.)
And
SWISS RE LIFE & HEALTH AMERICA INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1) The attached Exhibit B will be substituted for the corresponding schedule
attached to this Agreement indicating a new fund which has been added to
the Agreement.
2) This Amendment shall be effective August 4, 2003.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP & CFO Title: VP
Date: 4/26/05 Date: 4/26/05
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: 2VP Title: VP
Date: 4/12/05 Date: 4/12/05
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Emerging Markets
October 4, 1994 Quantitative Equity Trust
June 18, 1985 Money Market Trust
January 1, 1997 Balanced Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2000 International Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
X. Xxxx Price Associates, Inc
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1,2001 Health Sciences Trust
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
January 1, 1997 Aggressive Growth Trust
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 Small Company Blend Trust
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
August 3, 1989 Diversified Bond Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
Deutsche Asset Management, Inc.
January 1, 1997 International Stock Trust
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
January 9, 1995 Overseas Trust
June 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxx Investment Management, LLC
March 18, 1988 Global Equity Trust
Salomon Brothers Asset Management, Inc.
January 1, 1997 High Yield Trust
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Developing Capital Markets Focus
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
MFS
May 1, 2001 Strategic Growth Trust
May 1, 2001 Strategic Value Trust
May 1. 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Manufacturers Investment Trust.
AMENDMENT NO. IX
To the Automatic Reinsurance Agreement
Between
The Manufacturers Life Insurance Company (U.S.A.)
And
SWISS RE LIFE & HEALTH AMERICA INC.
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1) The attached Exhibit B will be substituted for the corresponding schedule
attached to this Agreement indicating revisions to the Company's
sub-accounts including new funds which have been added to the Agreement.
2) This Amendment shall be effective May 1, 2004.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
The Manufacturers Life Insurance Company (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
----------------------------------- ------------------------------
Title: VP & CFO Title: VP
Date: 4/26/05 Date: 4/26/05
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
----------------------------------- ------------------------------
Title: 2VP Title: VP
Date: 4/12/05 Date: 4/12/05
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Quantitative Value Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
January 1, 1997 Aggressive Growth Trust
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 Small Company Blend Trust
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
August 3, 1989 Diversified Bond Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
Deutsche Asset Management, Inc.
January 1, 1997 International Stock Trust
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
January 9, 1995 Overseas Trust
June 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Salomon Brothers Asset Management, Inc.
January 1, 1997 High Yield Trust
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS;
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund+
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Strategic Growth Trust
May 1, 2001 Strategic Value Trust
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust**
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Sustainable Growth Advisers, L.P.
May 1, 2004 US Global Leaders Growth Trust
Xxxx Xxxxxxx Advisors, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index++
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
+ Developing Capital Markets Focus merged into this fund effective November
1, 2003.
++ International Index Trust** merged into this fund effective June 21, 2004.
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Manufacturers Investment Trust.
AMENDMENT NO. X
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1) Exhibit B is replaced as attached to indicate revisions to the Company's
sub-accounts including new funds which have been added to the Agreement and
fund mergers.
2) This Amendment shall be effective May 2, 2005.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP. Product Development Title: VP & CFO
Date: 11/4/2005 Date: 11/4/2005
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: CFO Title: 2VP
Date: 9/7/05 Date: 9/8/05
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Quantitative Value Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
Deutsche Asset Management, Inc.
January 1, 1997 International Stock Trust
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Salomon Brothers Asset Management, Inc.
January 1, 1997 High Yield Trust
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Strategic Value Trust
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust**
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Sustainable Growth Advisers, L.P.
May 1, 2004 US Global Leaders Growth Trust
Xxxx Xxxxxxx Advisors, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/Xxxx Xxxxxxx
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond
(Declaration/Xxxx Xxxxxxx)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
AMENDMENT NO. XI
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1) Exhibit B is replaced as attached to indicate revisions to the Company's
sub-accounts including new funds which have been added to the Agreement.
2) This Amendment shall be effective August 1, 2005.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
-------------------------------- ---------------------------------
Title: VP, Product Development Title: VP & CFO
Date: 11/4/2005 Date: 11/4/2005
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
-------------------------------- ---------------------------------
Title: CFO Title: 2VP
Date: 9/7/05 Date: 9/8/05
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Quantitative Value Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Salomon Brothers Asset Management, Inc.
January 1, 1997 High Yield Trust
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1,2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Strategic Value Trust
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust** (closed
May 1, 2004)
American Century Investment Management Inc.
May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
VARIABLE FUNDS:
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Sustainable Growth Advisers, LP.
May 1, 2004 US Global Leaders Growth Trust
Xxxx Xxxxxxx Advisors, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/Xxxx Xxxxxxx
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Fund Management LLC U.S. High Yield Bond
May 2, 2005 Core Bond
May 2, 2005
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
April 23, 1991 Growth & Income Trust
January 1, 1997 International Stock Trust
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there
is business in force.
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond
(Declaration/Xxxx Xxxxxxx)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
AMENDMENT NO. XII
TO THE AUTOMATIC REINSURANCE AGREEMENT
BETWEEN
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
AND
SWISS RE LIFE & HEALTH AMERICA INC,
(hereinafter referred to as "Swiss Re Life & Health")
Except is hereinafter specified all terms and conditions of the Automatic
Reinsurance agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
It is agreed by the two companies as follows:
1) Exhibit B is replaced as attached to indicate revisions to the Company's
fund managers.
2) This Amendment shall be effective January 3, 2006
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP & CFO Title: VP, PRODUCT DEVELOPMENT
Date: 2/24/06 Date: 2/21/06
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: CFO Title: 2VP
Date: 1/4/06 Date: 1/4/06
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- -----------------------------
VARIABLE FUNDS:
MFC Global Investment Management(U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1987 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Quantitative Value Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- --------------------------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Salomon Brothers Asset Management, Inc.
January 1, 1997 High Yield Trust
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------------------------------------
VARIABLE FUNDS:
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Strategic Value Trust
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust** (closed
May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ------------------------------------
VARIABLE FUNDS:
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Sustainable Growth Advisers, L.P.
May 1, 2004 US Global Leaders Growth Trust
Sovereign Asset Management, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/Sovereign Asset Management, LLC
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
April 23, 1991 Growth Income Trust
January 1, 1997 International Stock Trust
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/
Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
AMENDMENT NO. XIII
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Effective February 13, 2006, it is mutually agreed that Exhibit B is revised as
attached.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP & CFO Title: VP, Product Development
Date: 4/13/06 Date: 5/03/2006
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: Head of Products Title: 2VP
Date: 3/10/06 Date: 2/10/06
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ------------------------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive 1000
January 1, 1997 Lifestyle Growth 820
January 1, 1997 Lifestyle Balanced 640
January 1, 1997 Lifestyle Moderate 460
January 1, 1997 Lifestyle Conservative 280
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Quantitative Value Trust
February 13, 2006 Index Allocation Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
Franklin Advisers, Inc.
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- --------------------------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resource Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
July 18, 1985 Strategic Opportunities Trust
August 3, 1989 Large Cap Growth Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Solomon Brothers Asset Management, Inc.
January 1, 1997 High Yield Trust
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- -----------------------------------------------
VARIABLE FUNDS:
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Strategic Value Trust
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - American (SM) Trust** (closed
May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ------------------------------------
VARIABLE FUNDS:
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Sustainable Growth Advisers, LP.
May 1, 2004 US Global Leaders Growth Trust
Sovereign Asset Management, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/Sovereign Asset Management, LLC
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
April 23, 1991 Growth & Income Trust
January 1, 1997 International Stock Trust
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/
Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
AMENDMENT NO. XIV
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Effective May 1, 2006, it is mutually agreed that Exhibit B is revised as
attached.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
BY: /s/ illegible Attest: /s/ illegible
---------------------------------- -----------------------------
Title: VP & CFO Title: VP, Product Development
Date: 7/11/06 Date: 7/11/06
SWISS RE LIFE & HEALTH AMERICA INC.
BY: /s/ illegible Attest: /s/ illegible
--------------------------------- ------------------------------
Title: Head of Products Title: 2VP
Date: 5/12/06 Date: 5/15/06
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ------------------------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive
January 1, 1997 Lifestyle Growth
January 1, 1997 Lifestyle Balanced
January 1, 1997 Lifestyle Moderate
January 1, 1997 Lifestyle Conservative
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 1, 2003 Quantitative All Cap Trust
May 5, 2004 Quantitative Value Trust
February 13, 2006 Index Allocation Trust
X. Xxxx Price Associates, Inc.
January 1, 1997 Science & Technology Trust
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
RCM Capital Management, LLC
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
May 5, 2003 Mid Cap Core Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- -----------------------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Salomon Brothers Asset Management, Inc.
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------------------------------------
VARIABLE FUNDS:
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Strategic Value Trust
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust** (closed
May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ------------------------------------
VARIABLE FUNDS:
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Sustainable Growth Advisers, L.P.
May 1, 2004 US Global Leaders Growth Trust
Sovereign Asset Management, LLC
May 5, 2003 Emerging Growth Trust
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/Sovereign Asset Management, LLC
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Management, LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
April 23, 1991 U.S. Core
January 1, 1997 International Core
Western Asset Management Co.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
January 1, 1997 High Yield Trust
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/
Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
EFFECTIVE MAY 1, 2006
Large Cap Growth (Fidelity) merged into Capital Appreciation (Xxxxxxxx)
FUND NAME CHANGES:
EFFECTIVE MAY 1, 2006
GMO Growth & Income Trust changed its name to U.S. Core
GMO International Stock Trust changed its name to International Core
Lifestyle Conservative 280 changed its name to Lifestyle Conservative
Lifestyle Moderate 460 changed its name to Lifestyle Moderate
Lifestyle Balanced 640 changed its name to Lifestyle Balanced
Lifestyle Growth 820 changed its name to Lifestyle Growth
Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive
FIXED FUNDS:
One year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
AMENDMENT NO. XV
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Effective December 1, 2006, it is mutually agreed that Exhibit B is revised as
attached.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- -----------------------------
Title: VP & CFO Title: VP, Product Development
Date: 3/20/2007 Date: 3/15/07
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- -----------------------------
Title: EXECUTIVE VICE PRESIDENT Title: VP
Date: 1/17/07 Date: 1/9/07
Page 1
EXHIBIT B
SUB-ACCOUNTS
FUND DATE FUND DESCRIPTION
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive
January 1, 1997 Lifestyle Growth
January 1, 1997 Lifestyle Balanced
January 1, 1997 Lifestyle Moderate
January 1, 1997 Lifestyle Conservative
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Quantitative Value Trust
May 1, 2004 Strategic Income Trust
February 13, 2006 Index Allocation Trust
X. Xxxx Price Associates, Inc.
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
X. Xxxx Price Associates, Inc./RCM Capital Management, LLC (RCM)
January 1, 1997 Science & Technology Trust
RCM Capital Management, LLC
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
Page 2
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC.
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
Page 3
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------------------------------------
VARIABLE FUNDS:
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust** (closed
May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust** (closed August 1, 2005)
Page 4
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ------------------------------------------
VARIABLE FUNDS:
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Sustainable Growth Advisers, L.P.
May 1, 2004 US Global Leaders Growth Trust
Sovereign Asset Management, LLC
May 5, 2003 Emerging Growth Trust
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/MFC Global Investment Management (U.S.A.) Limited
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
April 23, 1991 U.S. Core
January 1, 1997 International Core
Western Asset Management Co.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
January 1, 1997 High Yield Trust
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
Page 5
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian] merged into Active Bond (Declaration/
Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
EFFECTIVE MAY 1, 2006
Large Cap Growth (Fidelity) merged into Capital Appreciation (Xxxxxxxx)
EFFECTIVE DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global)
Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/
Black Rock)
FUND NAME CHANGES:
EFFECTIVE MAY 1, 2006
GMO Growth & Income Trust changed its name to U.S. Core
GMO International Stock Trust changed its name to International Core
Lifestyle Conservative 280 changed its name to Lifestyle Conservative
Lifestyle Moderate 460 changed its name to Lifestyle Moderate
Lifestyle Balanced 640 changed its name to Lifestyle Balanced
Lifestyle Growth 820 changed its name to Lifestyle Growth
Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive
FUND MANAGER NAME CHANGES:
EFFECTIVE DECEMBER 1, 2006
Sovereign Asset Management LLC changed its name to MFC Global Investment
Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income
Trust, and Emerging Growth Trust)
Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name
to Clearbridge Advisors, LLC (Special Value Trust)
Page 6
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
Page 7
AMENDMENT NO. XVI
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Effective November 12, 2007, it is mutually agreed that Exhibit B is revised as
attached.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
---------------------------------- -------------------------------
Title: VP & CFO Title: VP Product Development
Date: 1/31/08 Date: 2/28/08
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
---------------------------------- -------------------------------
Title: CFO Title: SVP
Date: Jan 31/08 Date: 2/4/08
Page 1
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive
January 1, 1997 Lifestyle Growth
January 1, 1997 Lifestyle Balanced
January 1, 1997 Lifestyle Moderate
January 1, 1997 Lifestyle Conservative
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 1, 2001 Quantitative Mid Cap Trust
May 5, 2003 Quantitative All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Quantitative Value Trust
May 1, 2004 Strategic Income Trust
February 13, 2006 Index Allocation Trust
November 12, 2007 American Fundamental Holdings Trust
November 12, 2007 American Global Diversification Trust
X. Xxxx Price Associates, Inc.
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
X. Xxxx Price Associates, Inc./RCM Capital Management, LLC (RCM)
January 1, 1997 Science & Technology Trust
RCM Capital Management, LLC
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
Page 2
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
May 1, 2000 Dynamic Growth Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC.
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
Page 3
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust**
(closed May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust** (closed
August 1, 2005)
Page 4
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Sustainable Growth Advisers, L.P.
May 1, 2004 US Global Leaders Growth Trust
Sovereign Asset Management, LLC
May 5, 2003 Emerging Growth Trust
May 1, 2004 Strategic Income Trust
State Street Global Advisor
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/MFC Global Investment Management
(U.S.A.) Limited
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
April 23, 1991 U.S. Core
January 1, 1997 International Core
Western Asset Management Co.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
January 1, 1997 High Yield Trust
* Sub-Advisor changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
Page 5
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/
Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
EFFECTIVE MAY 1, 2006
Large Cap Growth (Fidelity) merged into Capital Appreciation (Xxxxxxxx)
EFFECTIVE DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global)
Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/Black
Rock)
FUND NAME CHANGES:
EFFECTIVE MAY 1, 2006
GMO Growth & Income Trust changed its name to U.S. Core
GMO International Stock Trust changed its name to International Core
Lifestyle Conservative 280 changed its name to Lifestyle Conservative
Lifestyle Moderate 460 changed its name to Lifestyle Moderate
Lifestyle Balanced 640 changed its name to Lifestyle Balanced
Lifestyle Growth 820 changed its name to Lifestyle Growth
Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive
FUND MANAGER NAME CHANGES:
EFFECTIVE DECEMBER 1, 2006
Sovereign Asset Management LLC changed its name to MFC Global Investment
Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income
Trust, and Emerging Growth Trust)
Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name
to Clearbridge Advisors, LLC (Special Value Trust)
Page 6
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
Page 7
AMENDMENT NO. XVII
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Exhibit B is revised as attached effective with the dates (April 25, 2008, April
28, 2008, and June 2, 2008) listed in the Exhibit.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP & CFO Title: SVP & COO
Date: 8/13/2008 Date: 8/13/2008
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: CFO Title: SVP
Date: 5/7/09 Date: 4/30/08
Page 1
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive
January 1, 1997 Lifestyle Growth
January 1, 1997 Lifestyle Balanced
January 1, 1997 Lifestyle Moderate
January 1, 1997 Lifestyle Conservative
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 5, 2003 Optimized All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Optimized Value Trust
May 1, 2004 Strategic Income Trust
February 13, 2006 Index Allocation Trust
November 12, 2007 American Fundamental Holdings Trust
November 12, 2007 American Global Diversification Trust
X. Xxxx Price Associates, Inc.
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
JUNE 2, 2008 CAPITAL APPRECIATION VALUE
X. Xxxx Price Associates, Inc./RCM Capital Management, LLC (RCM)
January 1, 1997 Science & Technology Trust
RCM Capital Management, LLC
January 1, 1997 Emerging Small Company Trust
AIM Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
Page 2
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
June 2, 2008 Core Allocation Plus
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC.
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
Page 3
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust**
(closed August 1, 2005)
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Page 4
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Sovereign Asset Management, LLC
May 5, 2003 Emerging Growth Trust
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 Xxxx Xxxxxxx VST International Index
Declaration Management and Research LLC/MFC Global Investment Management
(U.S.A.) Limited
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Xxxxxxx Capital Management LLC
May 2, 2005 International Opportunities
Xxxxx Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
April 23, 1991 U.S. Core
January 1, 1997 International Core
Western Asset Management Co.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
January 1, 1997 High Yield Trust
DIMENSIONAL FINANCIAL ADVISORS
JUNE 2, 2008 DISCIPLINED DIVERSIFICATION
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
Page 5
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Xxxxxxx Xxxxx) merged into Global Allocation
V.I. (Xxxxxxx Xxxxx)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into Xxxx Xxxxxxx VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond
(Declaration/Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
EFFECTIVE MAY 1, 2006
Large Cap Growth (Fidelity) merged into Capital Appreciation (Xxxxxxxx)
EFFECTIVE DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global)
Strategic Value Trust (MFS) merged into Large Cap Value Trust
(Merrill/Black Rock)
EFFECTIVE APRIL 25, 2008
Dynamic Growth Trust (fund manager changed to Wellington effective December 17,
2007) merged into Mid Cap Stock (Wellington)
U.S. Global Leaders Growth Trust (fund manager changed to X. Xxxx Price
effective January 17, 2008) merged into Blue Chip Growth Trust (X. Xxxx Price)
Quantitative Mid Cap Trust (MFC Global) merged into Mid Cap Index Trust
(MFC Global)
FUND NAME CHANGES:
EFFECTIVE MAY 1, 2006
GMO Growth & Income Trust changed its name to U.S. Core
GMO International Stock Trust changed its name to International Core
Lifestyle Conservative 280 changed its name to Lifestyle Conservative
Lifestyle Moderate 460 changed its name to Lifestyle Moderate
Lifestyle Balanced 640 changed its name to Lifestyle Balanced
Lifestyle Growth 820 changed its name to Lifestyle Growth
Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive
EFFECTIVE APRIL 28, 2008
Quantitative Value Trust changed its name to Optimized Value Trust
Quantitative All Cap Trust changed its name to Optimized All Cap Trust
Page 6
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MANAGER NAME CHANGES:
EFFECTIVE DECEMBER 1, 2006
Sovereign Asset Management LLC changed its name to MFC Global Investment
Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income
Trust, and Emerging Growth Trust)
Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name
to Clearbridge Advisors, LLC (Special Value Trust)
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the Xxxx Xxxxxxx Trust.
Page 7
AMENDMENT NO. XVIII
To the Automatic Reinsurance Agreement
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Exhibit B, Sub-Accounts, is replaced as attached in order to document the
following changes:
Effective June 27, 2008, Xxxxx Selected Advisers replaced Grantham, Mayo, Van
Otterloo & Co. LLC as the sub-adviser to the U.S. Core fund.
Effective June 30, 2008, Invesco Aim Capital Management was added as a
sub-advisor to the Small Cap Opportunities Trust. Munder Capital Management will
continue as a sub-advisor to this fund.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
XXXX XXXXXXX LIFE INSURANCE COMPANY
(U.S.A.)
BY: /s/ illegible ATTEST: /s/ illegible
--------------------------------- -------------------------------
Title: VP & CFO Title: SVP & COO
Date: 10/20/08 Date: 10/24/2008
SWISS RE LIFE & HEALTH AMERICA INC.
BY: /s/ illegible ATTEST: /s/ illegible
--------------------------------- -------------------------------
Title: CFO Title: SVP
Date: 9/18/08 Date: 9/12/08
Page 1
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive
January 1, 1997 Lifestyle Growth
January 1, 1997 Lifestyle Balanced
January 1, 1997 Lifestyle Moderate
January 1, 1997 Lifestyle Conservative
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 5, 2003 Optimized All Cap Trust
May 5, 2003 Emerging Growth Trust
May 1, 2004 Optimized Value Trust
May 1, 2004 Strategic Income Trust
February 13, 2006 Index Allocation Trust
November 12, 2007 American Fundamental Holdings Trust
November 12, 2007 American Global Diversification Trust
X. Xxxx Price Associates, Inc.
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
June 2, 2008 Capital Appreciation Value
X. Xxxx Price Associates, Inc./RCM Capital Management, LLC (RCM)
January 1, 1997 Science & Technology Trust
RCM Capital Management, LLC
January 1, 1997 Emerging Small Company Trust
Invesco Aim Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
Page 2
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
June 2, 2008 Core Allocation Plus
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
Xxxxxxxxx Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Xxxxxxxxx Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC.
May 5, 2003 Special Value Trust
Xxx Xxxxxx Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
UBS Global Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management and Invesco Aim Capital Management
May 5, 2003 Small Cap Opportunities Trust
Page 3
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Xxxxxxxx Associates LLC
November 1, 2000 Capital Appreciation Trust
Xxxxxxx Xxxxx
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Xxxxx Selected Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
April 23, 1991 U.S. Core
Lord Xxxxxx & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust** (closed August 1, 2005)
Xxxx Xxxxx Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Page 4
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Sovereign Asset Management, LLC
May 5, 2003 Emerging Growth Trust
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 John Hancock VST International
Index
Declaration Management and Research LLC/MFC Global Investment Management
(U.S.A.) Limited
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
Marsico Capital Management LLC
May 2, 2005 International Opportunities
Wells Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co, LLC
January 1, 1997 International Core
Western Asset Management Co.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
January 1, 1997 High Yield Trust
Dimensional Financial Advisors
June 2, 2008 Disciplined Diversification
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
Page 5
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation
V.I. (Merrill Lynch)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into John Hancock VST International Index
(State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond
(Declaration/Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
EFFECTIVE MAY 1, 2006
Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison)
EFFECTIVE DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global)
Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/Black
Rock)
EFFECTIVE APRIL 25, 2008
Dynamic Growth Trust (fund manager changed to Wellington effective December 17,
2007) merged into Mid Cap Stock (Wellington)
U.S. Global Leaders Growth Trust (fund manager changed to T. Rowe Price
effective January 17, 2008) merged into Blue Chip Growth Trust (T. Rowe Price)
Quantitative Mid Cap Trust (MFC Global) merged into Mid Cap Index Trust (MFC
Global)
FUND NAME CHANGES:
EFFECTIVE MAY 1, 2006
GMO Growth & Income Trust changed its name to U.S. Core
GMO International Stock Trust changed its name to International Core
Lifestyle Conservative 280 changed its name to Lifestyle Conservative
Lifestyle Moderate 460 changed its name to Lifestyle Moderate
Lifestyle Balanced 640 changed its name to Lifestyle Balanced
Lifestyle Growth 820 changed its name to Lifestyle Growth
Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive
EFFECTIVE APRIL 28, 2008
Quantitative Value Trust changed its name to Optimized Value Trust
Quantitative All Cap Trust changed its name to Optimized All Cap Trust
Page 6
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MANAGER NAME CHANGES:
EFFECTIVE DECEMBER 1, 2006
Sovereign Asset Management LLC changed its name to MFC Global Investment
Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income
Trust, and Emerging Growth Trust)
Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name
to Clearbridge Advisors, LLC (Special Value Trust)
EFFECTIVE MARCH 31, 2008
AIM Capital Management, Inc, changed its name to Invesco Aim Capital Management,
Inc.
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the John Hancock Trust.
Page 7
AMENDMENT NO. XIX
To The Automatic Reinsurance Agreement
Between
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
(hereinafter referred to as "the Company")
And
SWISS RE LIFE & HEALTH AMERICA INC.
(hereinafter referred to as "Swiss Re Life & Health")
Except as hereinafter specified all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of July, 1998, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Effective November 7, 2008, Exhibit B, Sub-Accounts, is replaced as attached.
IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers.
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
-------------------------------- ------------------------------
Title: VP & CFO Title: VP & COO
Date: 3/16/09 Date: 3/16/2009
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
-------------------------------- ------------------------------
Title: CFO Title: SVP
Date: 3/3/09 Date: 2/23/09
Page 1
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
MFC Global Investment Management (U.S.A.) Limited
October 4, 1994 Pacific Rim Trust
June 18, 1985 Money Market Trust
January 1, 1997 Lifestyle Aggressive
January 1, 1997 Lifestyle Growth
January 1, 1997 Lifestyle Balanced
January 1, 1997 Lifestyle Moderate
January 1, 1997 Lifestyle Conservative
May 1, 2000 Total Stock Market Index Trust
May 1, 2000 500 Index Trust
May 1, 2000 Mid Cap Index Trust
May 1, 2000 Small Cap Index Trust
May 5, 2003 Optimized All Cap Trust
May 1, 2004 Optimized Value Trust
May 1, 2004 Strategic Income Trust
February 13, 2006 Index Allocation Trust
November 12, 2007 American Fundamental Holdings Trust
November 12, 2007 American Global Diversification Trust
T. Rowe Price Associates, Inc.
December 11, 1992 Blue Chip Growth Trust
February 19, 1993 Equity Income Trust
October 1, 1997 Small Company Value Trust
May 1, 2001 Health Sciences Trust
May 2, 2005 Mid Value
June 2, 2008 Capital Appreciation Value
T. Rowe Price Associates, Inc./RCM Capital Management, LLC (RCM)
January 1, 1997 Science & Technology Trust
RCM Capital Management, LLC
January 1, 1997 Emerging Small Company Trust
Invesco Aim Capital Management, Inc.
March 4, 1996 All Cap Growth Trust
Capital Guardian Trust Company
May 1, 1999 U.S. Large Cap Trust
August 3, 1989 Income & Value Trust
May 2, 2005 Overseas Equity
Page 2
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Wellington Management Company, LLP
May 1, 1999 Mid Cap Stock Trust
June 18, 1985 Investment Quality Bond Trust
May 5, 2003 Natural Resources Trust
May 2, 2005 Mid Cap Stock
May 2, 2005 Small Cap Value
May 2, 2005 Small Cap Growth
June 2, 2008 Core Allocation Plus
Deutsche Asset Management, Inc.
July 15, 1996 All Cap Core Trust
April 30, 1987 Real Estate Securities Trust
Fidelity Management & Research Company
June 18, 1985 Strategic Opportunities Trust
Templeton Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
Templeton Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC.
May 5, 2003 Special Value Trust
VanKampen Investments
January 1, 1997 Value Trust
Pacific Investment Management Company
March 18, 1988 Global Bond Trust
May 1, 1999 Total Return Trust
May 5, 2003 Real Return Bond Trust
May 1, 2004 PIMCO VIT All Asset Portfolio
UBSGlobal Asset Management
May 1, 2000 Global Allocation Trust
May 2, 2005 Large Cap
Munder Capital Management and Invesco Aim Capital Management
May 5, 2003 Small Cap Opportunities Trust
Page 3
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Jennison Associates LLC
November 1, 2000 Capital Appreciation Trust
Merrill Lynch
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
Davis Selected Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord Abbett & Co., LLC
May 1, 2001 Mid Cap Value Trust
May 1, 2001 All Cap Value Trust
Massachusetts Financial Services Company
May 1, 2001 Utilities Trust
American Funds
May 5, 2003 American Growth Trust
May 5, 2003 American International Trust
May 5, 2003 American Growth-Income Trust
May 5, 2003 American Blue Chip Income & Growth Trust
August 1, 2005 American Bond Trust
Mercury Advisors
May 5, 2003 Large Cap Value Trust
Great Companies, LLC
August 4, 2003 Great Companies - America (SM) Trust** (closed
May 1, 2004)
American Century Investment Management, Inc.
May 1, 2004 Small Company Trust** (closed August 1, 2005)
Legg Mason Funds Management, Inc.
May 1, 2004 Core Equity Trust
Pzena Investment Management, LLC
May 1, 2004 Classic Value Trust
Page 4
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Sovereign Asset Management, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 John Hancock VST International Index
Declaration Management and Research LLC/MFC Global Investment Management (U.S.A.) Limited
May 2, 2005 Active Bond
Marsico Capital Management LLC
May 2, 2005 International Opportunities
Wells Fargo Fund Management LLC
May 2, 2005 U.S. High Yield Bond
May 2, 2005 Core Bond
SSgA Funds Management, Inc.
May 2, 2005 International Equity Index
Grantham, Mayo, Van Otterloo & Co. LLC
January 1, 1997 International Core
Western Asset Management Co.
February 19, 1993 Strategic Bond Trust
May 1, 1988 U.S. Government Securities Trust
January 1, 1997 High Yield Trust
Dimensional Financial Advisors
June 2, 2008 Disciplined Diversification
* Sub-Adviser changed effective December 5, 2003.
** Indicates funds that are closed to new money and transfers, where there is
business in force.
Page 5
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation
V.I. (Merrill Lynch)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into John Hancock VST International
Index (State Street)
EFFECTIVE MAY 2, 2005
Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth
Advisors)
Small Company Blend Trust (Capital Management) merged into Small Cap
Opportunities (Munder)
Overseas (Fidelity) merged into International Value (Templeton)
Diversified Bond (Capital Guardian) merged into Active Bond
(Declaration/Sovereign Asset)
Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington)
EFFECTIVE MAY 1, 2006
Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison)
EFFECTIVE DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global)
Strategic Value Trust (MFS) merged into Large Cap Value Trust
(Merrill/Black Rock)
EFFECTIVE APRIL 25, 2008
Dynamic Growth Trust (fund manager changed to Wellington effective December 17,
2007) merged into Mid Cap Stock (Wellington)
U.S. Global Leaders Growth Trust (fund manager changed to T. Rowe Price
effective January 17, 2008) merged into Blue Chip Growth Trust (T. Rowe Price)
Quantitative Mid Cap Trust (MFC Global) merged into Mid Cap Index Trust
(MFC Global)
EFFECTIVE NOVEMBER 7, 2008
Emerging Growth Trust (MFC Global Investment Management USA Limited) merged
into Small Cap Growth Trust (Wellington Management Company LLP)
Small Cap Trust (Independence Investment LLC) merged into Small Cap Growth Trust
(Wellington Management Company LLP)
U.S. Core Trust (Davis Selected Advisors) merged into Fundamental Value Trust
(Davis Selected Advisors)
Page 6
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND NAME CHANGES:
EFFECTIVE MAY 1, 2006
GMO Growth & Income Trust changed its name to U.S. Core
GMO International Stock Trust changed its name to International Core
Lifestyle Conservative 280 changed its name to Lifestyle Conservative
Lifestyle Moderate 460 changed its name to Lifestyle Moderate
Lifestyle Balanced 640 changed its name to Lifestyle Balanced
Lifestyle Growth 820 changed its name to Lifestyle Growth
Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive
EFFECTIVE APRIL 28, 2008
Quantitative Value Trust changed its name to Optimized Value Trust
Quantitative All Cap Trust changed its name to Optimized All Cap Trust
FUND MANAGER NAME CHANGES:
EFFECTIVE DECEMBER 1, 2006
Sovereign Asset Management LLC changed its name to MFC Global Investment
Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income
Trust, and Emerging Growth Trust)
Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name
to Clearbridge Advisors, LLC (Special Value Trust)
EFFECTIVE MARCH 31, 2008
AIM Capital Management, Inc. changed its name to Invesco Aim Capital
Management, Inc.
FIXED FUNDS:
One Year
Three Year
Five Year
Six Year
Seven Year
6-month DCA Account
12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of
a corresponding portfolio of the John Hancock Trust.
Page 7
