Exhibit (h)(2)(A)
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ORGANIZATIONAL AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
AND
WESTERN CAPITAL VARIABLE ADVISORS CORP.
AND
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Agreement dated as of December 28, 1988 (the "Agreement"), by
and among Western Capital Specialty Managers Trust ("Trust"), Western
Capital Variable Advisors Corp. ("Western Capital") and Golden
American Life Insurance Company ("Golden American"), on its own
behalf and on behalf of any separate accounts of Golden American
shown on exhibit A hereto (the "Variable Accounts").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940 ("ICA"),
as amended, and shares of the portfolios of the Trust are registered
under the Securities Act of 1933 ("Securities Act"), as amended, and
the Trust will initially consist of seven separate series; and
WHEREAS, shares of the series of the Trust shown on Exhibit B
("Series") will be sold to the Variable Accounts to fund benefits
under variable life insurance policies, which may include variable
life insurance policies classified as modified endowment contracts,
and variable annuity contracts (all of such life insurance policies
and annuity contracts referred to collectively as the "Policies") to
be issued by Golden American through the Variable Accounts after the
Trust's Registration Statement is declared effective by the
Securities and Exchange Commission (SEC"); and
WHEREAS, Western Capital will act as the Trust's Manager,
pursuant to a Management Agreement, a copy of which is attached
hereto as Exhibit C, to be entered into by Western Capital and the
Trust; and
WHEREAS, Western Capital is, and for the duration of this
Agreement, will remain if required by applicable law, duly registered
as an investment adviser under the Investment Advisers Act of 1940.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants hereinafter set forth, the parties hereby
agree as follows:
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1. Western Capital and the Trust will take all such actions as are
necessary to permit the sale of the shares of each Series to the
Variable Accounts including, but not limited to, organization of the
Trust as a Massachusetts business trust and registration of the Trust
under the ICA and registration of the shares of each Series under the
Securities Act. Western Capital and the Trust shall amend the
Registration Statement for the Trust from time to time as required in
order to effect the continuous offering of shares of each Series of
the Trust. The Trust's responsibility to make shares of the Series
available to the Variable Accounts shall be governed by the
Settlement Agreement among the Trust, the Variable Accounts and
Western Capital Financial Group.
2. Western Capital will pay, on behalf of the Trust, all expenses
of the Trust incurred on or prior to the commencement of operations
of the Trust, including, but not limited to, legal fees, auditing
fees, SEC registration fees, and organizational fees, that are
determined to be "organizational costs" of the Trust (the
"Organizational Costs").
3. Such Organizational Costs will be recovered by Western Capital
from the Trust over a period of not less than five years.
4. Golden American agrees that prior to the effective date of the
Registration Statement for the Trust, Golden American or an affiliate
shall invest $100,000 in the Trust subject to the understanding that
at such time Golden American or its affiliate has no current
intention of reselling the shares so acquired. All redemptions by
Golden American or its affiliate of any part of its investment in the
Trust will g\]be effected in accordance with any applicable legal
standards.
5. With respect to any of the Policies funded by the Variable
Accounts, Golden American agrees as follows:
a. That any prospectus offering a life insurance contract funded by
one of the Variable Accounts where it is reasonably probably that
such contract would be a "modified endowment contract," as that term
is defined in Section 7702A of the Internal Revenue Code of 1986, as
amended (the "Code"), will identify such a contract as a modified
endowment contract (or policy); and
b. That Golden American will take all necessary steps to ensure
that any contract described in its prospectus as a life insurance
contract (or policy), including life insurance policies classified as
modified
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endowment contract, and funded by one of the Variable
Accounts will qualify as a life insurance contract under Section 7702
of the Code, and Golden American will immediately notify the Trust
and Western Capital upon having a reasonable basis for believing that
the Policies have ceased to be so treated or that they might not be
so treated in the future; and
c. That Golden American will take all necessary steps to ensure
that any contract described in its prospectus as an annuity and
funded by one of the Variable Accounts will qualify as an annuity
under Section 72 of the Code.
6. Golden American will take all necessary steps to ensure that the
Policies will be registered under the Securities Act during the term
of this Agreement and that the Policies will be issued in compliance
with all applicable federal and state laws.
Golden American shall amend the Registration Statements respecting
the Policies from time to time as required to effect the
continuous offerings of the Policies. Golden American represents
and warrants that it is an insurance company duly organized and in
good standing under Minnesota law, that it has established each
Variable Account shown on Exhibit A as a duly organized, validly
existing segregated asset account, established by resolutions of
the Board of Directors of Golden American; and that the Variable
Accounts are, and will be during the term of this Agreement, duly
registered unit investment trusts under the ICA to serve as
segregated investment accounts for the Policies. Golden American
will pay all expenses in connection with organizing the Variable
Accounts, developing the Policies and preparing and filing with
the SEC Registration Statements for the Policies, obtaining
authorizations to offer the Policies in the various states and
other initial expenses associated with the Policies.
7. Golden American shall vote shares of each Series of the Trust
held in a Variable Account or a division thereof at regular and
special meetings of the Trust in accordance with instructions timely
received by Golden American (or its designated agent) from owners of
Policies funded by such Variable Account or division thereof having a
voting interest in the Series. Golden American shall vote shares of
a Series of the Trust held in a Variable Account or a division
thereof that are attributable to the Policies and owned beneficially
by Golden American, in the same proportion as the votes
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cast by
owners of the Policies funded by that Variable Account or division
thereof having a voting interest in the Series from whom instructions
have been timely received. Golden American shall vote shares of each
Series of the Trust held in its general account, if any, in the same
proportion as the votes cast with respect to the shares of the Series
held in all Variable Accounts of Golden American or divisions
thereof, in the aggregate. In the event of a shareholder meeting,
Golden American agrees to provide the Trust and/or Western Capital
with a list of the names and addresses of owners of the Policies
within five (5) days of receipt of a written request for such a list.
The party requesting such list shall bear the reasonable cost
incurred by Golden American in preparing and providing such list,
which shall be paid upon delivery of the list. Golden American
further agrees to provide notice to the Trust and to Western Capital
if Golden American or an affiliate has reason to know about a meeting
of owners of the Policies or shareholders of the Trust. In the event
that a vote of shareholders of the Trust is held prior to the sale of
any Policies, Golden American or its affiliate will vote shares of
the Trust acquired with its investment of $100,000 and any other
amounts invested for initial capitalization as instructed by Western
Capital.
8. Western Capital and the Trust will use reasonable efforts to
manage each Series of the Trust so that each such Series will qualify
as a "Regulated Investment Company" under Subchapter M of the Code
and will use reasonable efforts to maintain such qualification and
will notify Golden American immediately upon having a reasonable
basis for believing that the Trust (or any Series thereof) has ceased
to so qualify or might not so qualify in the future. Golden American
shall also notify the Trust and Western Capital immediately upon
having a reasonable basis for believing that the Trust (or any Series
thereof) has ceased to qualify as a Regulated Investment Company or
might not so qualify in the future, provided however, that Golden
American's agreement to notify Western Capital and the Trust with
respect to any matter contained in this paragraph will in no way
alleviate or relieve Western Capital's and the Trust's responsibility
under this Section 8.
9. Western Capital and the Trust will take all necessary steps to
ensure that the Trust (and each Series thereof) will comply with the
diversification provisions of Section 817(h) of the Code and the
regulations issued thereunder relating to the diversification
requirements for variable life insurance policies and variable
annuity contracts and any prospective amendments or other
modifications to
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Section 817 or regulations thereunder and will
notify Golden American immediately upon having a reasonable basis for
believing that the Trust (or any Series thereof) has ceased to
comply.
Golden American shall notify the Trust and Western Capital
immediately upon having a reasonable basis for believing the Trust
(or any Series thereof) has ceased to comply with the
diversification provisions of Section 817(h) of the Code or the
regulations issued thereunder and any prospective amendments or
other modifications to Section 817 or regulations thereunder,
provided however, that Golden American's agreement to notify
Western Capital and the Trust with respect to the above matter
contained in this Section 9 will in no way alleviate or relieve
Western Capital's and the Trust's responsibility under this
Section 9.
Western Capital or the Trust or both of them shall be entitled to
receive and act upon advice of counsel to Western Capital or the
Trust to meet the requirements specified in Section 8 and 9 and
shall be without liability for any action taken or thing done (or
for any omission to act) in reliance upon such advice. Golden
American shall promptly notify the Trust and Western Capital of
any pertinent changes, modifications to, or interpretations of
Section 817(h) of the Code and the regulations issued thereunder
and any successor thereto, or any prospective amendments or other
modifications to Section 817 or regulations thereunder.
For purposes of monitoring whether the Trust and the Variable
Accounts are eligible for the start-up period during which the
Variable Accounts shall be considered to be adequately diversified
under paragraph (c)(2)(i) of Tres. Reg. 1.817-5T (or any
successor thereto), Golden American shall monitor amounts
allocated to the Variable Accounts (or divisions thereof)
("Allocated Amounts") by owners of Policies funded by the Variable
Accounts (or divisions thereof) during the first year after any
amount received under one of the Policies is first allocated to
any Variable Account (or division thereof) ("First Year") to
ensure that no more than thirty (30) percent of the amount
allocated to any Variable Account (or division thereof), as of any
date during such year, is attributable to premium and investment
income that was received more than one year before such date (the
percentage of such Allocated Amount being referred to hereafter as
the "Old Money Percentage"). `For this purpose, premium income
and investment income shall be treated as received as provided in
Tres. Reg. 1.817-5(T) (or any successor thereto) or other
applicable law and determinations under this provision shall be
made consistent with Tres.
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Reg. 1.817-5T(c)(2) or any successor thereto.
Golden American will notify Western Capital immediately in the
event that the Old Money Percentage equals or exceeds twenty (20)
percent as of any date during the First Year, determined as
prescribed above; and in the event that the Old Money Percentage
equals or exceeds thirty (30) percent during the First Year, shall
notify Western Capital and the Trust immediately and advise such
parties that the Variable Accounts shall no longer be considered
adequately diversified during the First Year under paragraph
(c)(2)(i) of Regulation 1.817-5T. Golden American agrees that
Western Capital and the Trust shall not be liable for failure to
meet their responsibilities under this Section 9 during the First
Year if Golden American fails to comply with the monitoring and
notice responsibilities specified in this Section 9.
10. The Trust and Western Capital agree that separate accounts of
Golden American and of other insurance companies acceptable to the
Trust and Western Capital will have the right to purchase and sell
shares of the Series of the Trust. The Variable Accounts agree that
they will invest only in shares of the Trust.
11. Western Capital and the Trust will provide Golden American and
its auditors with any information it may reasonably request, and with
access to such books and records that relate to the ordinary
operating expenses of the Trust.
12. The Trust will not sell or permit the sale of shares of the
Trust to separate accounts of life insurance companies that are not
affiliates of Golden American without first obtaining an appropriate
exemptive order from the SEC, unless the rules under the ICA are
amended to permit "shared funding" without first obtaining individual
exemptive relief. With respect to serving as the common investment
vehicle for (1) both variable annuity contracts and variable life
insurance policies, or (2) for variable life insurance policies of
one insurer and variable life insurance policies and/or variable
annuity contracts of another insurer, the parties agree to comply
with any conditions imposed under any exemptive order issued by the
Securities and Exchange Commission, or as specified in Rule 6e-2 or
Rule 6e-3(T) under the ICA, or, if permanently adopted, Rule 6e-3, as
amended, whichever is applicable.
13. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities having jurisdiction (including
without limitation, the SEC, the NASD and state insurance regulators)
and shall permit
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such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to
this Agreement or the transactions contemplated hereby.
Golden American agrees that neither it nor any of its affiliates
shall give any information or make any representations or
statements on behalf of the Trust or concerning the Trust in
connection with the offer or sale of the Policies other than the
information or representations contained in the Registration
Statement for the Trust's shares, as such Registration Statement
may be amended or supplemented from time to time, or in reports or
proxy statements for the Trust, or in sales literature or other
promotional material approved by the Trust or Western Capital,
except with the written permission of the Trust or Western
Capital.
Western Capital agrees that neither it nor any of its affiliates
shall give any information or make any representations or
statements on behalf of the Policies or concerning the Policies in
connection with their offer or sale, other than the information or
representations contained in the Registration Statement for the
Policies, as such Registration Statement may be amended or
supplemented from time to time, or in reports for the Policies or
in sales literature or other promotional material approved by
Golden American or its affiliates, except with the written
permission of Golden American or its affiliates.
14. Western Capital shall, at its own expense or, if appropriate,
the expense of the Trust, provide Golden American with at least three
complete copies of all registration statements, prospectuses,
statements of additional information, sales literature and other
promotional materials, applications for exemptions, requests for no-
action letters, and any and all amendments to the foregoing, that
relate to the Trust or its shares, promptly after the filing of such
document with SEC or other regulatory authorities or the submission
of such document to the SEC staff, whichever is applicable.
Golden American or its affiliate shall, at its own expense,
provide Western Capital with at least three complete copies of all
registration statements, prospectuses, sales literature and other
promotional materials, applications for exemptions, requests for
no-action letters, and any and all amendments to the foregoing,
that relate to the Policies, promptly after the filing of such
document with the SEC or other regulatory authorities or the
submission of such document to the SEC staff, whichever is
applicable.
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15.
a. Subject to the limitations of subparagraphs (b) and (c) of this
Section 17 of this Agreement, Western Capital agrees to indemnify and
hold harmless Golden American and each of its directors, officers,
and employees and each person, if any who controls Golden American
within the meaning of Section 15 of the Securities Act (collectively,
the "Indemnified Parties") against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the
written consent of Western Capital) or litigation expenses (including
legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as
such losses, claims, damages, liabilities, or expenses (or actions in
respect thereof) or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure by Western Capital
to provide the services and furnish the materials under the terms of
this Agreement to which it is subject (including a failure to meet
its responsibilities under Sections 8 and 9 of this Agreement); or
(ii) arise out of or result from any material breach of any
representation or warranty made by Western Capital in this Agreement
or arise out of or result from any other material breach of this
Agreement by Western Capital.
b. Western Capital shall not be liable under Section 15(a) of this
Agreement with respect to any losses, claims, damages, liabilities,
or litigation expenses to which an Indemnified Party would otherwise
be subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of such Indemnified
Party's duties, or by reason of such Indemnified Party's reckless
disregard to obligations and duties under this Agreement or to Golden
American or the Variable Accounts, whichever is applicable.
c. Western Capital shall not be liable under Section 15(a) of this
Agreement with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified Western Capital in
writing within a reasonable time after the summons or other first
legal process giving the information of the nature of the claim shall
have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify Western Capital of any such
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claim shall not relieve Western Capital from any liability which it
may have to the Indemnified Party against whom such action is brought
otherwise than on account of Section 15(a) of this Agreement. In
case any action is brought against the Indemnified Parties, Western
Capital will be entitled to participate, at its own expense, in the
defense thereof. Western Capital also shall be entitled to assume
the defense thereof, with counsel satisfactory to the party named in
the action, and, after notice to such party of Western Capital's
election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it,
and Western Capital shall not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other
than reasonable costs of investigation.
d. Subject to the limitations of subparagraphs (e) and (f) of this
Section 15 of this Agreement, the Trust agrees to indemnify and hold
harmless Golden American and each of its directors, officers, and
employees and each person, if any, who controls Golden American
within the meaning of Section 15 of the Securities act (collectively,
the "Indemnified Parties") against any and all losses, claims
damages, liabilities (including amounts paid in settlement with the
written consent of the Trust) or litigation expenses (including legal
and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as
such losses, claims, damages, liabilities, or expenses (or actions in
respect thereof) or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure by the Trust to
provide the services and furnish the materials under the terms of
this Agreement to which it is subject (including a failure to meet
its responsibilities under Sections 8 and 9 of this Agreement); or
(ii) arise out of or result from any material breach of any
representation or warranty made by the Trust in this Agreement or
arise out of or result from any other material breach of this
Agreement by the Trust.
e. The Trust shall not be liable under Section 15(d) of this
Agreement with respect to any losses, claims, damages, liabilities,
or litigation expenses to which an Indemnified Party would otherwise
be subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of such Indemnified
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Party's duties, or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement or to Golden
American or the Variable Account, whichever is applicable.
f. The Trust shall not be liable under Section 15(d) of this
Agreement with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Trust in
writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall
have been served upon such Indemnified party (or after such
Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Trust of any such claim
shall not relieve the Trust of any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of Section 15(d) of this Agreement. In case any such
action is brought against the Indemnified Parties, the Trust will be
entitled to participate at its own expense, in the defense thereof.
The Trust also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action, and, after
notice to such party of the Trust's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of
any additional counsel retained by it, and shall not be liable to
such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.
16.
a. Subject to the limitations of subsections (b) and (c) of this
Section 16, Golden American agrees to indemnify and hold harmless
Western Capital and the Trust and each of their trustees, directors,
officers, employees and each person, if any, who controls Western
Capital or the Trust within the meaning of Section 15 of the
Securities Act (collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of Golden American) or
litigation expenses (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, at common
law or otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions in respect thereof)
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or settlements are related to the operation of any of the Variable
Accounts or the Trust and: (i) arise as a result of any failure by
Golden American or any of its affiliates to provide the services and
furnish the materials under the terms of this Agreement (including a
failure to meet its responsibilities under Sections 5 and 9 of this
Agreement); or (ii) arise out of or result from any material breach
by Golden American or any of its affiliates of any representation or
warranty made by Golden American in this Agreement or arise out of or
result from any other material breach of this Agreement by Golden or
any of its affiliates.
b. Golden American shall not be liable under this Section 16 with
respect to any losses, claims, damages, liabilities, or litigation
expenses to which an Indemnified Party would otherwise be subject by
reason of such Indemnified Party's willful misfeasance, bad faith, or
gross negligence in the performance of such Indemnified Party's
duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to Western Capital or
the Trust, whichever is applicable.
▇. ▇▇▇▇▇▇ American shall not be liable under this Section 16 with
respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified Golden American, in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent),
but failure to notify Golden American of any such claim shall not
relieve Golden American or its affiliates from any liability which it
may have to the Indemnified Party against whom such action is brought
otherwise than on account of this Section 16. In case any such
action is brought against the Indemnified Parties, Golden American
will be entitled to participate, at its own expense, in the defense
thereof. Golden American also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the
action, and, after notice to such party of Golden American's election
to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and
Golden American shall not be liable to such
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party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.
17. Each party to this Agreement agrees to promptly notify the other
parties of the commencement of any litigation or proceedings against
it or any of its officer, trustees, directors or employees in
connection with this Agreement, the issuance or sale of the Policies,
the operation of a Variable Account, or the sale or acquisition of
shares of the Trust.
18. This Agreement may be terminated without cause by any of the
parties upon giving one hundred and twenty (120) days' written notice
to the other parties, provided however, that if any party fails to
carry out its responsibilities enumerated under this Agreement in any
material respect, the other parties shall have the right to terminate
this Agreement immediately and further provided, in the event the
Trust is made available to separate accounts of insurance companies
other than Golden American, that if a majority of the disinterested
Trustees determine that an irreconcilable material conflict exists
among the interests of contract owners and policyowners of segregated
asset accounts or the interests of persons for which the Trustees are
required to monitor under the conditions referred to in Section 12 of
this Agreement, then any party shall have the right to terminate this
Agreement immediately. Upon termination of this Agreement, all
authorizations, rights and obligations under this Agreement, except
for the provisions contained in Sections 15 and 16 hereof, shall
cease.
19. Unless earlier terminated pursuant to Section 18 hereof, this
Agreement shall remain in effect for a one year period beginning on
its date of execution and will continue thereafter in effect from
year to year. Upon termination of this Agreement, all
authorizations, rights and obligations imposed on the parties under
this Agreement except for the indemnification provisions contained in
Sections 15 and 16 above shall cease. The parties further agree that
in the event of a termination of this Agreement, each party shall
cooperate with the other parties to ensure that existing policyowners
will not suffer any adverse consequences resulting from such
termination.
20. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New
York.
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21. This Agreement shall be subject to the provisions of the
Securities Act, the Securities Exchange Act of 1934 and the ICA and
the rules, regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may
grant and the terms hereof shall be interpreted and construed in
accordance therewith. The term "affiliate" as used in this Agreement
shall mean an "affiliated person" as defined in Section 2(a)(3) of
the Investment Company Act. This Agreement may not be assigned by
any party without the written consent of the other parties to this
Agreement.
22. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
23. Any notice shall be sufficiently given when sent by registered
or certified mail to the other parties at the address of such parties
set forth below or at such other address as such party may from time
to time specify in writing to the other parties:
To: Golden American Life Insurance Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To: Western Capital Specialty Managers Trust
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Dechert Price & ▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To: Western Capital Variable Advisors Corp.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
24. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies
and obligations, at law or in equity, which the parties hereto are
entitled to under state or federal laws.
25. A copy of the Trust's Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts. The Declaration of
Trust has been executed on behalf of the Trust by certain Trustees in
their capacity as Trustees of the Trust and not individually. The
obligations of this Agreement shall
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be binding upon the assets and
property of the Trust and shall not be binding upon any Trustee,
Officer, employee or shareholder of the Trust individually.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first
above written.
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Attest:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
WESTERN CAPITAL VARIABLE ADVISORS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Attest:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
GOLDEN AMERICAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Attest:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Secretary
GOLDEN AMERICAN LIFE INSURANCE COMPANY
On behalf of the Variable Accounts
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Attest:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Secretary
EXHIBIT A
TO
ORGANIZATION AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
AND
WESTERN CAPITAL VARIABLE ADVISORS CORP.
AND
GOLDEN AMERICAN LIFE INSURANCE COMPANY
The Western Capital Specialty Managers Separate Account A
The Western Capital Specialty Managers Separate Account B
EXHIBIT B
TO
ORGANIZATION AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
AND
WESTERN CAPITAL VARIABLE ADVISORS CORP.
AND
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Multiple Allocation Series
Fully Managed Series
Limited Maturity Bond Series
Natural Resources Series
Real Estate Series
All-Growth Series
Liquid Asset Series
