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.
SWISS RE AMERICA
AUTOMATIC REINSURANCE AGREEMENT
Between
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
Boston, Massachusetts
And
SWISS RE LIFE COMPANY AMERICA
New York, New York
SWISS RE AMERICA
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 Experience Refund
ARTICLE VII Reinsurance Administration
ARTICLE VIII Settlement of Claims
ARTICLE IX Tax Credits
ARTICLE X Regulatory Compliance
ARTICLE XI Inspection of Records
ARTICLE XII Insolvency
ARTICLE XIII Arbitration
ARTICLE XIV Rights of Offsetting Balances Due
ARTICLE XV Contract and Program Changes
ARTICLE XVI Federal Taxes
ARTICLE XVII Parties to Agreement
ARTICLE XVIII Entire Agreement
ARTICLE XIX Duration of Agreement
Signature Page
EXHIBIT A - Variable Annuities Covered Under This Agreement
EXHIBIT B - Sub-Accounts
EXHIBIT C - Experience Refund Definitions and Formulae
SWISS RE AMERICA
AUTOMATIC REINSURANCE AGREEMENT
THIS AGREEMENT between the NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY, a
corporation organized under the laws of the State of Delaware, hereinafter
referred to as the "Company", and SWISS RE LIFE COMPANY AMERICA, a corporation
organized under the laws of the State of New York, hereinafter referred to as
"Swiss Re America", WITNESSETH AS FOLLOWS:
ARTICLE I
Scope of Agreement
1. On and after the 1st day of August, 1995, the Company will automatically
reinsure with Swiss Re America, and Swiss Re America will automatically accept,
the following quota shares of the mortality net amount at risk, as defined in
Article IV, generated prior to annuitization, by the Variable Annuity Contracts
issued by the Company, as set forth in Exhibit A, on or after that date:
a) a [*] quota share of the variable net amount at risk, as defined
in Article IV, generated prior to annuitization, by the variable
annuity contract forms listed in Exhibit A; and inforce as of the
1st day of August, 1995, and
b) a [*] quota share of the variable net amount at risk, as defined
in Article IV, generated prior to annuitization by the variable
annuity contract forms listed in Exhibit A; issued by the Company
with effective dates on and after the 1st day of August, 1995.
2. Swiss Re America's maximum liability in any one calendar year shall not
exceed [*] of the average aggregate Account Value over each respective calendar
year of coverage. This average shall be calculated by totaling the aggregate
Account Value of reinsured contracts as of the end of each calendar Quarter and
dividing the result by the number of quarters.
3. Swiss Re America's maximum liability on any one life reinsured hereunder
shall be [*], as specified in Article IV of this Agreement.
4. This Agreement covers only the Company's liability for claims paid under
Variable Annuity Contracts written on forms and investment in funds which were
reviewed by Swiss Re America prior to their issuance. Forms as supplemented by
additional materials and funds available as of the date of this Agreement are to
be attached hereto and made part of this Agreement. If the
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SWISS RE AMERICA
Company intends to cede to Swiss Re America liability with respect to a new form
or fund, it must provide Swiss Re America written notice of such intention
together with a copy of the proposed form, fund or revision, and Exhibit A Or
Exhibit B shall be revised accordingly.
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SWISS RE AMERICA
ARTICLE II
COMMENCEMENT & TERMINATION OF LIABILITY
1. On reinsurance ceded under the terms of this Agreement, the liability of
Swiss Re America shall commence on the later of the effective date of this
Agreement or the effective date of the contract reinsured, and will terminate
upon the earliest of re-registration, annuitization, surrender or termination in
accordance with Article XIX and Exhibit A.
Re-registration is a term used to describe a process in which the Beneficiary
continues the Variable Annuity Contract as the new Owner upon death of the
original Owner.
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SWISS RE AMERICA
ARTICLE II
Commencement & Termination of Liability
1. On reinsurance ceded under the terms of this Agreement, the liability
of Swiss Re America shall commence simultaneously with that of the Company, and
will terminate upon the earliest of re-registration, annuitization, surrender or
termination in accordance with Article XIX and Exhibit A.
Re-registration is a term used to describe a process in which the Beneficiary
continues the Variable Annuity Contract as the new Owner upon death of the
original Owner.
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SWISS RE AMERICA
ARTICLE III
Oversights - Clerical Errors
1. Should either the Company or Swiss Re America 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 America, 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.
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SWISS RE AMERICA
ARTICLE IV
Mortality Net Amount At Risk
1. The variable 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 determined as follows, up to a maximum of [*] per life. The
contractual death benefit shall be as described in the contract forms specified
in Exhibit A.
VNAR = [*] of [(Contractual GMDB - Fixed Account Assets) - Separate Account CSV]
= [*] of [Variable GMDB - Separate Account CSV]
where:
Separate Account CSV = Separate Account CV - (SASC% x SC)
SASC% = SA / (SA + FA), an aggregate measure recalculated monthly.
SA = Separate Account Assets.
FA = Fixed Account Assets.
SC = Total surrender charges under all contracts reinsured.
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SWISS RE AMERICA
ARTICLE V
Reinsurance Premiums
1. Except as provided in paragraph 6, below, the reinsurance premiums
shall be calculated monthly and shall be a function of the reinsured portion of
(a) the average aggregate account values and (b) the average aggregate
guaranteed minimum death benefits (GMDB) over each calendar month for all
variable annuities reinsured hereunder. The monthly premium rates are defined in
Exhibit C.
2. The reinsurance premium due for the first calendar month during which
this Agreement commences shall be equal to the minimum monthly premium rate
multiplied by the greater of the average aggregate account values or the average
aggregate GMDB, as set forth in Exhibit C.
3. The reinsurance premium due for all subsequent months shall be equal to
[*] of the prior month's reinsured death claims, subject to calculated minimum
and maximum limits, as set forth in Exhibit C.
4. The total reinsurance premium shall be reduced by the ratio of the sum
of Swiss Re America's share of the variable net amount at risk in excess of [*]
on any one life reinsured hereunder to Swiss Re America's share of the total
variable net amount at risk on all annuity contracts.
5. The monthly reinsurance premium shall be remitted on a calendar
quarterly basis, as described in Article VII.
6. The monthly reinsurance premium 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.
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SWISS RE AMERICA
ARTICLE VI
Experience Refund
1. Swiss Re America shall pay the Company an experience refund equal to [*]
of the Adjusted Profit, as defined in Exhibit C, for all products covered under
this Agreement as set forth in Exhibit A.
2. The refund shall be calculated each calendar quarter by Swiss Re America
and settled annually on July 31st of each year.
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SWISS RE AMERICA
ARTICLE VII
Reinsurance Administration
1. Within 30 days of the end of each calendar quarter, the Company will
furnish Swiss Re America a separate electronic report for each GMDB design and
tax status combination specified in Exhibit A, valued as of the last day of that
calendar quarter. 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 date
e) Contract form number
f) Current contract separate account value
g) Current contract 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 quarter, the
Company will furnish Swiss Re America 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 America
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
f) Total cumulative net considerations
g) Total current guaranteed minimum death benefit
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SWISS RE AMERICA
h) Total current death benefit
i) Total current cash surrender value
j) Total current variable risk amount
3. If the net balance is due Swiss Re America, the amount due shall be
remitted with the report statement. If the net balance is due the Company, Swiss
Re America shall remit the amount to the Company within 10 days of the receipt
of the report.
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SWISS RE AMERICA
ARTICLE VIII
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. Provided the Company provides satisfactory proof of claim to Swiss Re
America, claim settlements made by the Company shall be unconditionally binding
on Swiss Re America.
3. Within 30 days of the end of each calendar quarter, the Company shall
notify Swiss Re America of the reinsured death benefits paid in that calendar
quarter and Swiss Re America will reimburse the Company, as provided in Article
VII, for the reinsured benefits.
4. Settlements by Swiss Re America shall be in a lump sum regardless of the
mode of payment made by the Company to the beneficiary.
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SWISS RE AMERICA
ARTICLE IX
Tax Credits
1. Swiss Re America shall not reimburse the Company for state premium
taxes.
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SWISS RE AMERICA
ARTICLE X
Regulatory Compliance
1. Swiss Re America 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.
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SWISS RE AMERICA
ARTICLE XI
Inspection of Records
1. Swiss Re America shall have the right at all reasonable times and for
any reasonable purpose to inspect at the office of the Company all records
pertaining to reinsurance ceded to Swiss Re America.
2. Likewise, the Company shall have the right at all reasonable times and
for any reasonable purpose to inspect at the office of Swiss Re America all
records pertaining to reinsurance ceded to Swiss Re America by the Company.
Swiss Re America will 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.
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SWISS RE AMERICA
ARTICLE XII
Insolvency
1. 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 America directly to the Company or to its liquidator,
receiver, or statutory successor 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 liquidator, receiver or statutory successor 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 America 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 liquidator, receiver or statutory successor.
2. It is further understood that the expense thus incurred by Swiss Re
America 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 accrue to the Company solely as a result of the
defense undertaken by Swiss Re America. 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
the Reinsurance Agreement as though such expense had been incurred by the
Company.
3. In the event of the insolvency of Swiss Re America and the appointment
of receivers therefor, the liability of Swiss Re America shall not terminate but
shall continue with respect to the reinsurance ceded to Swiss Re America 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 America.
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SWISS RE AMERICA
ARTICLE XIII
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.
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SWISS RE AMERICA
ARTICLE XIV
Right of Offsetting Balances Due
1. The Company and Swiss Re America 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 America. This right of offset
shall not be affected or diminished because of insolvency of either party to
this Agreement.
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SWISS RE AMERICA
ARTICLE XV
Contract and Program Changes
1. The Company may amend, substitute, add or delete separate accounts or
underlying investment funds to 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 America and without any required action by the
Securities and Exchange Commission. The Company agrees to maintain at all times
a satisfactory selection of core sub-accounts with characteristics similar to
the original sub-accounts listed in Exhibit B.
2. The Company shall also give Swiss Re America advance notice of any other
changes to its annuity product, its fees and charges, or its distribution
approaches.
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SWISS RE AMERICA
ARTICLE XVI
Federal Taxes
1. The Company and Swiss Re America 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
America 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 America 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 America may contest such calculation by providing an
alternative calculation to the Company by June 1. If Swiss Re
America 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.
(g) If Swiss Re America contests the Company's calculation of the
net consideration, the parties will act in good faith to reach an
agreement as to the
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SWISS RE AMERICA
correct amount by July 1. If the Company and Swiss Re America
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 America 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.
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SWISS RE AMERICA
ARTICLE XVII
Parties to Agreement
1. This Agreement is an indemnity reinsurance agreement solely between the
Company and Swiss Re America. The acceptance of reinsurance hereunder shall not
create any right or legal relation whatever between Swiss Re America 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 the annuitant, owner or the beneficiary under such contracts
reinsured hereunder.
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SWISS RE AMERICA
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.
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SWISS RE AMERICA
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. Upon 180 days written notice, either the Company or Swiss Re America may
cancel this Agreement for new business any time on or after the third
anniversary of this Agreement. The reinsurance facility is renewable for another
three year period, subject to mutually acceptable terms.
3. Upon election, the reinsurance shall be recaptured at a constant rate by
reducing the quota share percentages set forth in Article I, paragraph 1, by [*]
per month. The reduction shall begin in the month of election and continue for
36 months. The quota share percentages will then be equal to [*] and the
reinsurance ceded hereunder will be fully recaptured.
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SWISS RE AMERICA
IN WITNESS WHEREOF, the Company and Swiss Re America have caused their names to
be subscribed and duly attested hereunder by their respective Authorized
Officers.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
By: /s/ illegible Attest: /s/ illegible
------------------------- -------------------------------
Title: VP & Actuary Title: Vice President Treasurer & CFO
Date: December 22, 1995 Date: 12/22/95
SWISS RE LIFE COMPANY AMERICA
By: /s/ illegible Attest: /s/ illegible
------------------------- -------------------------------
Title: Actuary Title: Asst VP
Date: December 21, 1995 Date: 12/21/95
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SWISS RE AMERICA
EXHIBIT A
VARIABLE ANNUITIES COVERED UNDER THIS AGREEMENT
FORM COVERED PRODUCT CODE DEATH BENEFIT PROVISION
------------ ------------ -----------------------
All contracts beginning with 203 and VEN 3 5 year ratcheting death benefit payable
endorsed with 301-VER 9/89 on the death of the last annuitant.
All contracts beginning with 203 and endorsed VEN 3 ENHANCED 1 year ratcheting death benefit payable
with ENDORSEMENT.008 on the death of the last annuitant.
All contracts beginning with 207, except: VEN 7, 8, 17, 18 6 year ratcheting death benefit payable
on the death of the last annuitant.
i) exclude form 207-VFA-NY
ii) include form VFA-MN
iii) include all certificates beginning
with form VFA-CERT
Reinsurance coverage is excluded upon
the annuitant's attainment of age 85.
All contracts beginning with 207, which have form VEN 7, 17 1 year ratcheting death benefit payable
ENDORDSEMENT.005 attached, except: ENHANCED on the death of the last annuitant.
i) exclude form 207-VFA-NY
ii) include contracts issued in Montana which use Reinsurance coverage is excluded upon
form ENDORSEMENT.005.94 the annuitant's attainment of age 85.
All contracts beginning with form ▇▇▇-▇▇ ▇▇▇ ▇, ▇▇ ▇ year ratcheting death benefit payable
with form ENDORSEMENT.005 attached ENHANCED on the death of the last annuitant.
Reinsurance coverage is excluded upon
the annuitant's attainment of age 85.
All certificates beginning with form VFA-CERT VEN 8, 18 1 year ratcheting death benefit payable
with form ENDORSEMENT.007 attached ENHANCED on the death of the last annuitant.
Reinsurance coverage is excluded upon
the annuitant's attainment of age 85.
All contracts with VENTURE.001, VEN 20, 21, 22, 23 1 year ratcheting death benefit payable
VENTURE001.94 VENTURE.005 on the death of the first owner.
All certificates with VENTURE.003 Reinsurance coverage is excluded upon the
owner's attainment of age 85 or if the
oldest owner at issue is age 81 or greater.
SWISS RE AMERICA
EXHIBIT A
CONTINUED
VEN 10 VIS 5 5% roll up death benefit payable on the
death of the last annuitant.
Reinsurance coverage is excluded upon
the annuitant's attainment of age 85 or
if the oldest annuitant at issue is age 81
or greater.
VISION.001 VIS 25 5% roll up death benefit payable on the
death of the first owner.
Reinsurance coverage is excluded upon the
owner's attainment of age 85 or if the
oldest owner at issue is age 81 or greater.
SWISS RE AMERICA
EXHIBIT B
SUB-ACCOUNTS
NASL VARIABLE ACCOUNT
FUND NAME FUND INCEPTION DATE
--------- -------------------
International Growth & Income Trust January 9, 1995
Value Equity Trust February 19, 1993
U.S. Government Securities Trust May 1, 1989
Strategic Bond Trust February 19, 1993
Growth & Income Trust April 23, 1991
Investment Quality Bond Trust June 18, 1995
Money Market Trust June 18, 1995
Equity Trust June 18, 1995
Conservative Asset Allocation Trust August 3, 1989
Moderate Asset Allocation Trust August 3, 1989
Aggressive Asset Allocation Trust August 3, 1989
Pasadena Growth Trust December 11, 1992
Global Equity Trust March 18, 1988
Global Government Bond Trust March 18, 1988
Small\Mid Cap Trust March 1, 1996
International Small Cap Trust ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇ RE AMERICA
EXHIBIT C
EXPERIENCE REFUND DEFINITIONS AND FORMULAE
= current month
q = current quarter
SIGMA AV(t) = Sum total 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 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,
= [*] basis points for VEN3, tax qualified, 5 year ratchet
[*] basis points for VEN3, tax qualified, 1 year ratchet
[*] basis points for VEN7, tax qualified, 6 year ratchet
[*] basis points for VEN7, tax qualified, 1 year ratchet
[*] basis points for VEN20, tax qualified, 1 year ratchet
[*] basis points for VIS5, tax qualified, 5% boost
[*] basis points for VIS25, tax qualified, 5% boost
[*] basis points for VEN3, non-qualified, 5 year ratchet
[*] basis points for VEN3, non-qualified, 1 year ratchet
[*] basis points for VEN7, non-qualified, 6 year ratchet
[*] basis points for VEN7, non-qualified, 1 year ratchet
[*] basis points for VEN20, non-qualified, 1 year ratchet
[*] basis points for VIS5, non-qualified, 5% boost
[*] basis points for VIS25, non-qualified, 5% boost
MPR = Monthly premium rate for each product combination
= (APR/12)
RP(t) = Reinsurance premiums due at end of month t
= [*] DBR(t-1), subject to:
Min. = MPR x Minimum multiple x greater of
(Avg. AV(t)) or [*] of Avg. GMDB(t))
Max. = MPR x Maximum multiple x greater of
(Avg. AV(t)) or ([*] of Avg. GMDB(t))
Min. Multiple = [*] for all product combinations
Max. Multiple = [*] for VEN3, tax qualified, 5 year ratchet
[*] for VEN3, tax qualified, 1 year ratchet
[*] for VEN7, tax qualified, 6 year ratchet
[*] for VEN7, tax qualified, 1 year ratchet
[*] for VEN20, tax qualified, 1 year ratchet
[*] for VIS5, tax qualified, 5% boost
[*] for VIS25, tax qualified, 5% boost
SWISS RE AMERICA
EXHIBIT C, CONTINUED
[*] for VEN3, non-qualified, 5 year ratchet
[*] for VEN3, non-qualified, 1 year ratchet
[*] for VEN7, non-qualified, 6 year ratchet
[*] for VEN7, non-qualified, 1 year ratchet
[*] for VEN20, non-qualified, 1 year ratchet
[*] for VIS5, non-qualified, 5% boost
[*] for VIS25, non-qualified, 5% boost
RP(1) = MPR x greater of (Avg. AV(1)) or (Avg. GMDB(1))
DBR(t) = Death benefit recoveries in month t
= Sum of individual reinsured variable net risk
amounts reimbursed upon death
DBR(0) = 0
AdjP(t) = Adjusted profit for all products reinsured
hereunder for month t
= RP(t) - DBR(t) - MEC(t) - CHGRES(t) + CFWD(t)
AdjP(0) = 0
AdjP(y) = Adjusted profit for calendar year y
CHGRES(t) = Change in reinsurance reserves for month t
MEC(t) = Monthly expense charge for month t, applied to
average aggregate account value over the month
= ([*] divided by 12) x Avg. AV(t)
CFWD(t) = Carryforward from month (t-1), adjusted for interest
= AdjP(t-1) x (1+CIR(t))
CIR(t) = Carryforward interest rate for month t
= [*] divided by 12
PR(y) = Payout ratio for year y
= [*]
Refund(y) = [*] of adjusted profit for year y, provided it is positive
= [*] x AdjP(y) x PR(y)
AMENDMENT NO. I
To the Automatic Reinsurance Agreement
Between the
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(now known as the MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA)
And
SWISS RE LIFE COMPANY AMERICA
(now known as SWISS RE LIFE & HEALTH AMERICA INC.)
Except as hereinafter specified, all terms and conditions of the Automatic
Reinsurance Agreement effective the 1st day of August, 1995, 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, 1995, paragraph 1 of
Article XII, Insolvency, paragraph 3 of Article XIII, Arbitration, and paragraph
3 of Article XIX, Duration of Agreement, are revised as follows.
ARTICLE XII
Insolvency
1. In the event of the insolvency and the appointment of a conservator,
liquidator, receiver, or statutory successor of the Company, the portion of any
risk or obligation assumed by Swiss Re Life America shall be payable to the
conservator, liquidator, receiver, or statutory successor on the basis of claims
allowed against the insolvent Company by any court of competent jurisdiction or
by any conservator, liquidator, receiver, or statutory successor of the Company
having authority to allow such claims, without diminution because of that
insolvency or because the conservator, liquidator, receiver, or statutory
successor has failed to pay all or a portion of any claims. Payments by Swiss Re
Life America as above set forth shall be made directly to the Company or to its
conservator,
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liquidator, receiver, or statutory successor, except where the contract of
insurance or reinsurance specifically provides another payee of such reinsurance
in the event of the insolvency of the Company. It is understood, however, that
in the event of the insolvency of the Company, the liquidator, receiver or
statutory successor 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 America 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 liquidator, receiver or statutory successor.
ARTICLE XIII
Arbitration
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, which
will be handed down within 45 days of the close of the arbitration hearing.
ARTICLE XIX
Duration of Agreement
3. Upon election by either the Company or Swiss Re Life America, the
reinsurance shall be recaptured at a constant rate by reducing the quota share
percentages set forth in Article I, paragraph 1, by 1.389% per month. The
reduction shall begin in the month of election and continue for 36 months. The
quota share percentages will then be equal to 0% and the reinsurance ceded
hereunder will be fully recaptured.
-2-
IN WITNESS WHEREOF, the Company and Swiss Re Life America have caused their
names to be subscribed and duly attested hereunder by their respective
Authorized Officers. The Agreement to which this Amendment is attached is
effective August 1, 1995.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(now known as the MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA)
By: /s/ illegible Attest: /s/ illegible
-------------------------- -----------------------------
Title: Vice President, Finance Title: Vice President, Secretary,
& General Counsel
Date: December 18, 1997 Date: 12/18/97
SWISS RE LIFE COMPANY AMERICA
(now known as SWISS RE LIFE & HEALTH AMERICA INC.)
By: /s/ illegible Attest: /s/ illegible
-------------------------- -----------------------------
Title: Vice President Title: Reinsurance Services Officer
Date: December 11, 1997 Date: December 30, ▇▇▇▇
-▇-
▇▇▇▇▇▇▇▇▇ NO. II
To the Automatic Reinsurance Agreement
Between the
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
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 August, 1995, 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 October, 1997:
A. North American Security Life will hereinafter be known as The Manufacturers
Life Insurance Company of North America, and
B. Exhibit B, Sub-Accounts, 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.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
By: /s/ illegible Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------- ----------------------------
Title: VP, Product Development Title: Vice President, Secretary &
General Counsel
Date: 7/30/97 Date: 7/30/97
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- ----------------------------
Title: V.P., Non-traditional Products Title: Vice President
Date: 08/06/97 Date: August 6, ▇▇▇▇
-▇-
▇▇▇▇▇▇▇ ▇
SUB-ACCOUNTS OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT A
ACCOUNT NAME INCEPTION DATE
------------ -----------------
Pacific Rim Emerging Markets Trust October 4, 1994
Science and Technology Trust January 1, 1997
International Small Cap Trust March 4, 1996
Emerging Growth Trust January 1, 1997
Pilgrim ▇▇▇▇▇▇ Growth Trust January 1, 1997
Small/Mid Cap Trust March 4, 1996
International Stock Trust January 1, 1997
Worldwide Growth Trust January 1, 1997
Global Equity Trust ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇ Trust July 15, 1996
Equity Trust June 18, 1985
Quantitative Equity Trust April 30, 1987
Blue Chip Growth Trust December 11, 1992
Real Estate Securities Trust April 30, 1987
Value Trust January 1, 1997
International Growth & Income Trust January 9, 1995
Growth and Income Trust April 23, 1991
Equity-Income Trust March 18, 1988
Balanced Trust January 1, 1997
Aggressive Asset Allocation Trust August 3, 1989
High Yield Trust January 2, 1997
Moderate Asset Allocation Trust August 3, 1989
Conservative Asset Allocation Trust August 3, 1989
Strategic Bond Trust February 19, 1993
Global Bond Trust March 18, 1988
Capital Growth Bond Trust June 26, 1984
Investment Quality Bond Trust April 23, 1991
U.S. Government Securities Trust March 18, 1988
Money Market Trust June 18, 1985
Lifestyle Aggressive 1000 Trust January 1, 1997
Lifestyle Growth 820 Trust January 1, 1997
Lifestyle Balanced 640 Trust January 1, 1997
Lifestyle Moderate 460 Trust January 1, 1997
Lifestyle Conservative 280 Trust January 1, 1997
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. III
To the Automatic Reinsurance Agreement
Between the
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(Now Known as 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 August, 1995, 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:
A. Effective the 17th day of March, 1997, Exhibit A, Variable Annuities
Covered Under This Agreement, and Exhibit C, Experience Refund Definitions
and Formulae,
are expanded to include the VEN25, VEN26, and VEN27 Variable Annuity products,
and
B. Effective October 1, 1997, and October 13, 1997, as specified, Exhibit B,
Sub-Accounts, is expanded to include additional offerings, as attached.
-1-
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.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(Now Known as MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP, Treasurer & CFO Title: President
Date: 1/13/98 Date: 1/13/98
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: Vice President, NTP Title: Reinsurance Services Officer
Date: 01/14/98 Date: 01/14/98
-2-
EXHIBIT A
(Expanded, effective March 17, 1997)
Variable Annuities Covered Under This Agreement
FORM COVERED PRODUCT CODE DEATH BENEFIT PROVISION
------------ ------------ -----------------------
All contracts with VENTURE.001, VEN 25,26,27 1 Year ratcheting death
VENTURE001.94, VENTURE.005 benefit payable on the
death of the first owner.
-3-
EXHIBIT C
(Expanded, effective March 17, 1997)
Experience Refund Definitions and Formulae
APR = annualized premium rate for each product combination,
= [*] basis points for VEN25, 26, and 27, tax qualified,
1 year ratchet
[*] basis points for VEN25, 26, and 27, non-qualified,
1 year ratchet
MPR = Monthly premium rate for each product combination
= (APR / 12)
RP(t) = Reinsurance premiums due at end of month t
= [*] DBR((t-1)), subject to:
Min. = MPR x Minimum multiple x greater of (Avg. AV(t))
or ([*] of Avg. GMDB(t))
Max. = MPR x Maximum multiple x greater
of (Avg. AV(t)) or ([*] of Avg. GMDB(t))
Min. Multiple = [*] for all product combinations
Max. Multiple = [*] for VEN25, 26, and 27, tax qualified, 1 year ratchet
[*] for VEN25, 26, and 27, non-qualified, 1 year ratchet
-4-
EXHIBIT B
Sub-Accounts (Expanded)
FUND NAME INCEPTION DATE AVAILABILITY
--------- -------------- ------------
▇▇▇▇▇▇▇▇▇ Small Company Value October 1, 1997 All Plan Codes
MLAM Basic Value Focus October 13, 1997 VEN 25, 26, and 27
MLAM Special Value Focus October 13, 1997 VEN 25, 26, and 27
MLAM Developing Capital Markets Focus October 13, 1997 VEN 25, 26, and 27
-5-
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 August, 1995, 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:
A. Product Death Benefit
------- -------------
VEN 3 5 Year Ratchet
VEN 3 Annual Ratchet
VEN 7, 8, 17, 18 6 Year Ratchet
Effective August 1, 1998, the reinsurance terms provided in this
Agreement for each product referenced above in this paragraph, are
extended unchanged for new business issued through June 30, 2001,
provided that the net number of contracts inforce for each product
referenced above in this paragraph, at the end of each calendar
quarter, continues to decline.
B. Product Death Benefit
------- -------------
VEN 20, 21, 22, 23, 25, 26 Annual Ratchet
MRP 20, 21, 22, 23, 25, 26 Annual Ratchet
MLL 25 and 26 Annual Ratchet
Effective May 1, 1998, and continuing through June 30, 1998, this
Agreement is expanded to include coverage of the revised versions of
the products referenced above in this paragraph where the owner has
not elected the Guaranteed Income Benefit (GIR). The reinsurance
terms in place under this Agreement for these products shall apply to
the revised versions, except that any new business issued on or after
May 1, 1998, shall be excluded from the Experience Refund provisions
that are set forth in Article VI of this Agreement.
-1-
Further, new business on the products referenced above in this
paragraph terminates as of June 30, 1998.
C. Product Death Benefit
------- -------------
VEN 7, 8, 17, 18, 27 Annual Ratchet
MLL 27 Annual Ratchet
Effective June 30, 1998, the New Business facilities under this
Agreement for the versions of the products referenced above in this
paragraph, are hereby terminated.
D. Product Death Benefit
------- -------------
VIS 5, 6, 25, and 26 5% Roll up
Effective August 1, 1998, the New Business facilities under this
Agreement for the products referenced above in this paragraph, are
hereby terminated.
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: illegible
Date: June 23, 1998 Date: illegible
SWISS 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, ▇▇▇▇
-▇-
▇▇▇▇▇▇▇▇▇ 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 August, 1995, 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
Exhibit B, Sub-Accounts, 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/ illegible Attest: /s/ illegible
------------------------------- ------------------------------
Title: illegible Title: illegible
Date: illegible Date: illegible
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ illegible Attest: /s/ illegible
------------------------------- ------------------------------
Title: illegible Title: Reinsurance Services Officer
Date: April 6, 1999 Date: April 6, 1999
The Manufacturers Life Insurance
Company of North America SWISS RE LIFE & HEALTH AMERICA, INC.
Venture Effective August 1, 1995 PREPARED 3/8/99
Amendment V 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:
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇ International, Inc.
January 1, 1997 International Stock Trust
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
▇▇▇▇▇▇▇▇▇
October 1, 1997 Small Company Value Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management, Inc.
March 18, 1988 Global Equity Trust
State Street Global Advisors
July 15, 1996 Growth Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇ ▇▇▇▇▇
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
Company of North America SWISS RE LIFE & HEALTH AMERICA, INC.
Venture Effective August 1, 1995 PREPARED 3/8/99
Amendment V 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
▇. ▇▇▇▇ 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 Company 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 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 3, 1989 Large Cap Growth Trust
The Manufacturers Life Insurance
Company of North America SWISS RE LIFE & HEALTH AMERICA, INC.
Venture Effective August 1, 1995 PREPARED 3/8/99
Amendment V Effective May 1, 1999
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 August, 1995, 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
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 3/10/00
AMENDMENT VI 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
▇. ▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇ International, Inc.
January 1, 1997 International Stock Trust
The Manufacturers Life Insurance
Company of North America SWISS RE LIFE & HEALTH AMERICA, INC.
Venture Effective August 1, 1995 Prepared 3/10/00
Amendment VI Effective May 1, 2000
EXHIBIT B
Sub-Accounts
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
▇▇▇▇▇▇▇▇▇
October 1, 1997 Small Company Value Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management, Inc.
March 18, 1988 Global Equity Trust
State Street Global Advisors
July 15, 1996 Growth Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
May 1, 2000 Tactical Allocation Trust
Munder Capital Management
May 1, 2000 Internet Technology Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
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
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 3/10/00
AMENDMENT VI EFFECTIVE MAY 1, 2000
AMENDMENT NO. VII
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 August, 1995, 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: 10/20/00 Date: 10/30/00
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 9/27/00
AMENDMENT VII EFFECTIVE NOVEMBER 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
▇. ▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇ International, Inc.
January 1, 1997 International Stock Trust
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 9/27/00
AMENDMENT VII EFFECTIVE NOVEMBER 1, 2000
EXHIBIT B
SUB-ACCOUNTS
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
▇▇▇▇▇▇▇▇▇
October 1, 1997 Small Company Value Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management, Inc.
March 18, 1988 Global Equity Trust
State Street Global Advisors
July 15, 1996 Growth Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
May 1, 2000 Tactical Allocation Trust
Munder Capital Management
May 1, 2000 Internet Technology Trust
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
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
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 9/27/00
AMENDMENT VII EFFECTIVE NOVEMBER 1, 2000
AMENDMENT NO. VIII
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 August, 1995, 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: 3/26/01
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ illegible Attest: /s/ illegible
------------------------------ ------------------------------
Title: VP Pricing Title: EVP
Date: 03/29/01 Date: 3/29/01
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 3/27/01
AMENDMENT VIII 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
▇. ▇▇▇▇ 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 1, 1999 Mid Cap Stock Trust
April 23, 1991 Growth & Income Trust
June 18, 1985 Investment Quality Bond Trust
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇ International, Inc.
January 1, 1997 International Stock Trust
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 3/27/01
AMENDMENT VIII 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
▇▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇ Advisors, Inc.
May 1, 2000 Tactical Allocation Trust
Munder Capital Management
May 1, 2000 Internet Technology Trust
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
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
▇▇▇▇▇ Selected
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Invesco
May 1, 2001 Telecommunications Trust
May 1, 2001 Mid Cap Growth Trust
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA SWISS RE LIFE & HEALTH AMERICA, INC.
VENTURE EFFECTIVE AUGUST 1, 1995 PREPARED 3/27/01
AMENDMENT VIII EFFECTIVE MAY 1, 2001
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
Lord ▇▇▇▇▇▇
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 Effective August 1, 1995
Amendment VIII Effective May 1, 2001
AMENDMENT NO. IX
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 August, 1995, 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 XVII shall be amended by adding 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 ▇▇▇▇▇▇
▇. 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------ ---------------------------
Title: VP Annuity Product Dev. Title: AVP & Pricing Actuary
Date: Oct. 16, 2001 Date: 10-16-2001
SWISS RE LIFE & HEALTH AMERICA, INC.
By: /s/ illegible Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------- ---------------------------
Title: VP Marketing Title: VP Pricing
Date: Nov. 16/01 Date: 11/19/01
The Manufacturers Life Insurance
Company of North America SWISS RE LIFE & HEALTH AMERICA, INC.
Venture Effective August 1, 1995 Prepared 10/12//01
Amendment IX Effective January 1, 2002
AMENDMENT NO. X
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 August, 1995, 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: EVP 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 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
May 1, 2000 500 Index
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
▇. ▇▇▇▇ 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 Value 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ 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:
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Developing capital Markets Focus
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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. XI
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 August, 1995, 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: 4/13/05
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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ 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:
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Developing Capital Markets Focus
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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. XII
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 August, 1995, 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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ 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
Munder Capital Management
May 5, 2003 Small Cap Opportunities Trust
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund+
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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
▇▇▇▇ ▇▇▇▇▇ 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
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description
--------- ----------------
VARIABLE FUNDS:
▇▇▇▇ ▇▇▇▇▇▇▇ Advisors, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 ▇▇▇▇ ▇▇▇▇▇▇▇ 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. 13
It is hereby agreed that effective the 1st day of August, 1995, paragraph 3 of
Article XIX, Duration of Agreement, is revised to read as follows:
ARTICLE XIX
Duration of 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 by the Company, the reinsurance shall be recaptured at a constant rate
by reducing the quota share percentage set forth in Article 1, paragraph 1, by
[*] per month. The reduction shall begin in the month of election and continue
for [*] months. The quota share percentage will then be equal to 0% and the
reinsurance ceded hereunder shall be fully recaptured.
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.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(now known as the MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A))
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: CFO, Wealth Management Title: VP Product Development
Date: April 13, 2005 Date: 4/13/05
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
------------------------------- ----------------------------------
Title: EVP Title: CFO
Date: 12/6/04 Date: 12.7.04
AMENDMENT NO. XIV
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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:
▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇▇▇ Advisors, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 ▇▇▇▇ ▇▇▇▇▇▇▇ VST International
Index
Declaration Management and Research LLC/▇▇▇▇ ▇▇▇▇▇▇▇
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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 (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ 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/▇▇▇▇
▇▇▇▇▇▇▇)
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
AMENDMENT NO. XV
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
-------------------------------- -----------------------
Title: VP, Product illegible 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: ZVP
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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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:
▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇▇▇ Advisors, LLC
May 1, 2004 Strategic Income Trust
State Street Global Advisers
May 1, 2004 ▇▇▇▇ ▇▇▇▇▇▇▇ VST International Index
Declaration Management and Research
LLC/▇▇▇▇ ▇▇▇▇▇▇▇
May 2, 2005 Active Bond
Independence Investment LLC
May 2, 2005 Small Cap
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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 (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFS) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ 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/▇▇▇▇
▇▇▇▇▇▇▇)
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
AMENDMENT NO. XVI
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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 indicated 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.
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP & CFO Title: VP, Product Development
Date: 2/24/06 Date: 2/24/06
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, 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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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:
▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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 (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ VST International
Index (State Street)
EFFECTIVE MAY 2, 2006
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
AMENDMENT NO. XVII
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
-------------------------------- ---------------------------------
Title: VP & CFO Title: VP, Product Development
Date: 4/13/06 Date: 5/3/2006
SWISS RE LIFE & HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
-------------------------------- ---------------------------------
Title: Head of Products Title: 2VP
Date: 3/10/06 Date: 3/10/06
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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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:
▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇ VST International Index
Declaration Management and Research LLC/Sovereign Asset Management, LLC
May 2, 2005 Active Bond
Independent Investment LLC
May 2, 2005 Small Cap
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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 (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
AMENDMENT NO. XVIII
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.)
(thereinafter 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 August, 1995, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ 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 1, 2004 Quantitative Value Trust
February 13, 2006 Index Allocation Trust
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ Global Advisors Limited
March 18, 1988 Global Trust*
Salomon Brothers Asset Management, Inc.
May 5, 2003 Special Value Trust
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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:
▇▇▇▇ ▇▇▇▇▇ 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
May 5, 2003 Emerging Growth Trust
State Street Global Advisers
May 1, 2004 ▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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.
EXHIBIT B
SUB-ACCOUNTS (CONTINUED)
FUND MERGERS:
EFFECTIVE NOVEMBER 1, 2003
Developing Capital Markets Focus (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ 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 (▇▇▇▇▇▇▇▇)
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 28O 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 at the Variable Account are invested in shares of
a corresponding portfolio of the ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
AMENDMENT NO. XIX
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
-------------------------------- -------------------------------
Title: VP & CFO Title: VP, Product Development
Date: 3/20/2007 Date: 3/15/2007
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 Stack 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
▇. ▇▇▇▇ 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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC
May 5, 2003 Special Value Trust
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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 Can 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:
▇▇▇▇ ▇▇▇▇▇ 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
State Street Global Advisers
May 1, 2004 ▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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 (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ 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 (▇▇▇▇▇▇▇▇)
DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global) Stratetic 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:
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
Page 7
AMENDMENT NO. XX
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ 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: January 31, 2008 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
▇. ▇▇▇▇ 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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC
May 5, 2003 Special Value Trust
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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:
▇▇▇▇ ▇▇▇▇▇ 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
State Street Global Advisers
May 1, 2004 ▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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 (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ 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 (▇▇▇▇▇▇▇▇)
DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global)
Stratetic 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:
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
Page 7
AMENDMENT NO. XXI
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ 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: 5/7/08 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
▇. ▇▇▇▇ 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
▇. ▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇ Investment Counsel, Inc.
May 1, 1999 International Value Trust
March 4, 1996 International Small Cap Trust
▇▇▇▇▇▇▇▇▇ Global Advisors Limited
March 18, 1988 Global Trust*
Clearbridge Advisors, LLC
May 5, 2003 Special Value Trust
▇▇▇ ▇▇▇▇▇▇ 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:
▇▇▇▇▇▇▇▇ Associates LLC
November 1, 2000 Capital Appreciation Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇
October 13, 1997 Basic Value Focus
October 13, 1997 Special Value Focus
October 13, 1997 Global Allocation V.I. Fund
▇▇▇▇▇ Advisors
May 1, 2001 Financial Services Trust
May 1, 2001 Fundamental Value Trust
Lord ▇▇▇▇▇▇ & 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)
▇▇▇▇ ▇▇▇▇▇ 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:
State Street Global Advisers
May 1, 2004 ▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ Capital Management LLC
May 2, 2005 International Opportunities
▇▇▇▇▇ 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 (▇▇▇▇▇▇▇ ▇▇▇▇▇) merged into Global Allocation
V.I. (▇▇▇▇▇▇▇ ▇▇▇▇▇)
EFFECTIVE JUNE 21, 2004
International Index Trust (MFC) merged into ▇▇▇▇ ▇▇▇▇▇▇▇ 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 (▇▇▇▇▇▇▇▇)
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 ▇. ▇▇▇▇ Price
effective January 17, 2008) merged into Blue Chip Growth Trust (▇. ▇▇▇▇ 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:
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.
Page 7
AMENDMENT NO. XXII
To the Automatic Reinsurance Agreement
Between
▇▇▇▇ ▇▇▇▇▇▇▇ 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 August, 1995, 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, ▇▇▇▇▇ 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.
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ illegible
-------------------------- --------------------
Title: VP & CFO Title: SVP & COO
Date: 10/24/08 Date: 10/24/08
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
▇. ▇▇▇▇ 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
▇. ▇▇▇▇ 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
Van Kampen 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
April 23, 1991 U.S. Core
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:
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)
DECEMBER 1, 2006
Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global)
Stratetic 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:
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. XXIII
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 August, 1995, amendments and
addenda attached thereto, shall apply, and this Amendment is to be attached to
and made a part of the aforesaid Agreement.
Effective June 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: SVP & COO
Date: 3/16/09 Date: 3/16/09
SWISS RE LIFE HEALTH AMERICA INC.
By: /s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Title: CFO Title: SVP
Date : 8/3/09 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
Van Kampen 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:
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:
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
Strategy 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)
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:
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