EXHIBIT 1A(8)(a)
Stock Sale Agreement
STOCK SALE AGREEMENT
Agreement dated October 16, 1986, between THE LIFE INSURANCE COMPANY OF
VIRGINIA, a stock company organized under the laws of Virginia ("LOV"), and LIFE
OF VIRGINIA SERIES FUND, INC., a corporation organized under the laws of
Virginia (the "Fund"):
WITNESSETH:
WHEREAS, the Fund will serve as the investing medium for Life of
Virginia Separate Account II established by LOV ("Separate Account") under
Section 38.1-443 of the Code of Virginia; and
WHEREAS, the Fund desires to sell its shares to the Separate Account,
to LOV itself and to organizations approved by LOV (the Separate Account, LOV
and the other organizations being herein collectively called "Prospective
Purchasers"); and
WHEREAS, some of the prospective purchasers desire to purchase shares
of the Fund and other prospective purchasers may desire to do so.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and other good and valuable consideration the receipt
of which is hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Sales of Shares to Prospective Purchasers. The fund will sell its
shares at the "net asset value" of such shares (as defined in the
preliminary prospectus forming part of the registration statement of
the Fund, Registration No. 2-91369 under the Securities Act of 1933) to
such of the prospective purchasers as shall request to Fund to sell its
shares to them. Such sales will be made:
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in their corporate names, all as of the date first above written.
THE LIFE INSURANCE COMPANY
OF VIRGINIA
63
ATTEST; By:
--------------------- -------------------------
Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
LIFE OF VIRGINIA SERIES
FUND, INC.
ATTEST: By:
---------------------- ----------------------------
Secretary ▇▇▇▇ ▇. ▇▇▇▇▇
President
AMENDMENT TO STOCK SALE AGREEMENT
The Stock Sale Agreement dated September 3, 1986 between The Life Insurance
Company of Virginia ("LOV") and Life of Virginia Series Fund, Inc. (the "Fund")
pursuant to which shares of the Fund are sold to Life of Virginia Separate
Account II is hereby amended by the addition of the following paragraph:
5. The Fund shall furnish all state insurance regulatory
authorities, including, but not limited to, the California
Insurance Commissioner, with any information or reports in
connection with services provided under this agreement which
such regulatory authorities may request in order to ascertain
whether the variable insurance product operations of LOV are
being conducted in a manner consistent with all applicable
laws and regulations, including, but not limited to, the
California Variable Life Insurance Regulations.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed
as of April 15, 1988.
THE LIFE INSURANCE COMPANY
OF VIRGINIA
ATTEST: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------- ------------------
Assistant Secretary Senior Vice President
LIFE OF VIRGINIA SERIES
FUND, INC.
ATTEST: By:
-------------------- ------------------
Assistant Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇
President
65
EXHIBIT 1A (8)(a)(i)
Amendment to Stock Sale Agreement between the
Life Insurance Company of Virginia and Life of
Virginia Series Fund, Inc.
66
AMENDMENT TO STOCK SALE AGREEMENT
The Stock Sale Agreement dated September 3, 1986 between The Life Insurance
Company of Virginia ("LOV") and Life of Virginia Series Fund, Inc. (he "Fund")
pursuant to which shares of the Fund are sold to Life of Virginia Separate
Account II is hereby amended by the addition of the following paragraph:
6. LOV shall have the right, at all reasonable times, to
inspect, audit and copy all records of the Fund that pertain
to the Fund's performance of its obligations under this
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed
as of June 6, 1988.
THE LIFE INSURANCE COMPANY
OF VIRGINIA
ATTEST: By:
------------------- --------------------
Assistant Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
LIFE OF VIRGINIA SERIES
FUND,INC.
ATTEST By:
----------------------- -------------------------
Assistant Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇
President