OLD MUTUAL INSURANCE SERIES FUND LIQUIDATING TRUST
OLD MUTUAL INSURANCE SERIES
FUND LIQUIDATING TRUST
THIS
LIQUIDATING TRUST AGREEMENT is made as of this 15th day of
December 2008, by and between Old Mutual Insurance Series Fund, a Delaware
statutory trust (“OMISF”), and The Bank of New York Mellon Trust Company, N.A.,
a New York banking organization (hereinafter, the “Trustee”), for the benefit of
the shareholders of OMISF.
WHEREAS,
at a meeting duly held on August 22, 2008, the Board of Trustees of OMISF (the
“Board”) authorized the liquidation of OMISF and each of its series portfolios
(each an “OMISF Fund” and together, the “OMISF Funds”) and adopted a plan of
liquidation (the “Plan”) pursuant to Section 331/332 of the Internal Revenue
Code of 1986, as the same may be amended or the similar provisions of any
subsequent Internal Revenue Laws (the “Code”), providing for the complete
liquidation and distribution of the assets of OMISF and the OMISF Funds;
and
WHEREAS,
the OMISF Funds presently hold assets not conveniently converted to cash or
distributable in kind, including in particular, claims related to class action
litigations of which the OMISF Funds are class members or putative class members
and claims related to tax reclaims; and
WHEREAS,
the Plan provides for the establishment of a liquidating trust; and
WHEREAS,
the Board approved the establishment of this Trust to be called the “Old Mutual
Insurance Series Fund Liquidating Trust” (the “Trust”) for the purpose of
facilitating the liquidation of OMISF and each OMISF Fund and the disposition
and/or distribution of all of the assets of OMISF and each OMISF Fund;
and
WHEREAS,
the Trust has been established with separate subtrusts (each a “Subtrust” and
together, the “Subtrusts”), each of which corresponds to a particular Fund, as
set forth in the attached Schedule “A.”
WHEREAS,
OMISF has this date granted, assigned, conveyed and transferred into each
Subtrust for the benefit of the shareholders of record of the corresponding
OMISF Fund as of September 15, 2008 set forth on Schedule “A” (the
“Shareholders”) the assets described in the attached Schedule “B” in the
designated percentages, subject to the liabilities described in the attached
Schedule “C,” which schedules may be supplemented from time to time by the
parties hereto as further liquidating distributions are made; and
WHEREAS,
the Trustee agrees to hold for the account of each Shareholder and to distribute
to each such Shareholder his proportionate share of the net assets subject to
the liabilities of each Subtrust of which such Shareholder has an interest as
such assets are reduced to cash, subject to a reasonable reserve for payment of
the expenses of the Trust described in the attached Schedule “D” and any
liabilities, including contingent and unliquidated claims, if any.
NOW,
THEREFORE, in consideration of the above premises and intending to be legally
bound hereby, OMISF hereby transfers to the Trustee for the benefit of the
Shareholders of each Subtrust the property listed in Schedule “B” attached
hereto in the designated proportions, subject to the liabilities listed in
Schedule “C” attached hereto.
It is the
intention of the parties that each Subtrust shall acquire title to the assets
described on Schedule “B” as belonging to that Subtrust as liquidating
distributions in complete liquidation of the corresponding OMISF
Fund. As a matter of practical convenience, each OMISF Fund has
transferred such assets directly to the Trustee, rather than to the Shareholders
of the OMISF Fund and then by them to the Trustee, and it is the intent of this
Liquidating Trust Agreement that such transfer is not to be considered in
substance or legal effect a direct transfer of the assets described in Schedule
“B” to the Trustee by an OMISF Fund, but is in substance and legal effect a
transfer from each OMISF Fund to the Shareholders of such OMISF Fund and from
them to the Trustee.
The
Trustee shall hold said property and the proceeds thereof, together with such
other property that may be added to Schedule “B” in accordance with the
designated proportions and apply the same and the net income therefrom upon the
Trust herein set forth as follows:
1. This
Trust is established and the Trustee hereunder appointed in order to facilitate
the liquidation of OMISF and each OMISF Fund, to settle outstanding liabilities
of OMISF and each OMISF Fund, and to permit the orderly disposition of the
assets of OMISF and each OMISF Fund. Anything herein to the contrary
notwithstanding, under no circumstances shall the Trust or the Trustee hereunder
(1) have the power to engage in any trade or business, nor in any other activity
except as is necessary to complete the orderly liquidation of any and all of the
assets of the Trust, or (2) hold out the Trust to the Shareholders or others as
an investment company.
2. The
Trustee shall with respect to each Subtrust:
(a) Reduce
the non-cash assets to cash.
(b) Pay the
net income to the Shareholders of the corresponding OMISF Fund from time to
time, but at least once annually, between November 15th and
December 15th of each
year, in accordance with the designated proportions as listed in Schedule “B”
attached hereto, provided, however, that the Trustee may retain a reasonable
amount of proceeds or income to (1) pay the expenses of the Trust described in
the attached Schedule “D” and reimburse Old Mutual Capital, Inc. and its
affiliates for any such expenses paid by it or them on behalf of the Trust or a
Subtrust, and (2) meet claims of creditors, including, without limitation,
contingent liabilities.
(c) Pay the
proceeds of sale of the assets of each Subtrust or income received from class
action litigations or tax reclaims not needed as a reserve for expenses,
liabilities or contingent liabilities to the Shareholders of the corresponding
OMISF Fund promptly following the sale of any such assets or receipt of any such
income, but at least once annually, between November 15th and
December 15th of each
year, in accordance with the designated proportions as listed in Schedule “B”
attached hereto.
(d) Pending
termination of the Trust and payment of expenses, liabilities and contingent
liabilities, invest available cash in the Dreyfus Cash Management Fund or, if
unavailable, another similar fund as directed by Old Mutual Capital, Inc. or its
affiliates, subject to the requirements of Subparagraphs 2(b), (c) and (f)
hereof.
(e) Pay the
liabilities listed in Schedule “C” attached hereto (as supplemented following
the closing of the books and records and preparation of the corresponding OMISF
Fund’s final financial statements), and those expenses arising hereunder in
connection with the administration of this Trust, as set forth in Schedule “D”
attached hereto.
(f) Distribute
to the Shareholders of the corresponding OMISF Fund from time to time any cash
(subject to the requirements of Subparagraph 2(e) hereof) not needed as a
reserve for expenses, liabilities or contingent liabilities of the Subtrust in
accordance with the designated proportions as listed in Schedule “B” attached
hereto. In addition, when all assets of the Subtrust have been
reduced to cash and all expenses and liabilities have been paid, the Trustee
shall distribute the balance, within sixty (60) days thereafter, to the
Shareholders of the corresponding OMISF Fund in accordance with their designated
proportions as listed in Schedule “B” attached hereto.
3. Among the
other powers stated or implied herein, in connection with the administration of
this Trust and any Subtrust thereof, the Trustee in its fiduciary capacity shall
have and may exercise the following powers, authority and
discretion:
(a) To retain
any funds or other property received as liquidating distributions from OMISF and
each OMISF Fund, so long as it is deemed advisable to meet expenses, claims and
contingent liabilities.
(b) To invest
any cash not available for distribution to Shareholders of a Subtrust in the
Dreyfus Cash Management Fund or such other demand and time deposits in federally
insured banks or savings institutions, short term certificates of deposit, or
such other short-term securities in which the corresponding OMISF Fund may have
lawfully invested or held.
(c) To keep
cash in a bank or banks uninvested for reasonable periods, if deemed
advisable.
(d) To
receive, hold, maintain, grant, sell, convey, release, assign or otherwise
transfer legal title to any assets, including without limitation, taking any
action deemed appropriate to reduce to cash the rights of each OMISF Fund in the
class action litigations identified on Schedule “B” attached hereto
..
(e) To
register investments in the name of a nominee.
(f) To employ
an investment counsel, agent, attorney, custodian, accountant or
clerical staff if deemed advisable, and to pay out of the assets of each
Subtrust to such investment counsel, agent, attorney, custodian, accountant or
clerical staff reasonable compensation for services rendered.
(g) To pay
any expenses and liabilities arising hereunder or in connection with assets
transferred to the Trust pursuant to the liquidation of OMISF and each OMISF
Fund.
(h) To
compromise, adjust, arbitrate, ▇▇▇ on or defend, abandon or otherwise deal with
and settle claims in favor of or against this Trust and any Subtrust as the
Trustee may deem appropriate without the necessity of obtaining court
approval.
(i) To
allocate assets, liabilities and expenses of the Trust to a particular Subtrust
or to apportion the same between or among two or more Subtrusts, provided that
any liabilities of or expenses incurred by a particular Subtrust shall be
payable solely out of the assets belonging to that Subtrust.
4. In the
event more than one Trustee is named in the manner herein provided, any action
requiring such consent of the Trustees shall be taken upon an affirmative vote
of the majority of the Trustees. The Trustees may designate one or
more Trustee to conduct the day-to-day affairs of the Trust.
5. This
Trust shall terminate with respect to each Subtrust upon the earlier of (a)
payment to the Shareholders of the corresponding OMISF Fund of all assets held
by the Trustee for such Subtrust, or (b) three (3) years from the date hereof,
provided that, the Trustee may, at the request of Old Mutual Capital, Inc. or
its affiliates, extend the term of this Trust with respect to one or more
Subtrusts for a period longer than three (3) years in the event that (A) such
extension is deemed necessary and appropriate by the Trustee, (B) a majority in
interest of the Shareholders of the OMISF Fund that corresponds to such Subtrust
have approved such extension, and (C) such extension does not require
registration of the interests in the Subtrust or the Trust under the Securities
Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of
1940 or any state securities laws (the determination as to which shall not be
the responsibility of the Trustee).
6. No asset
transferred to this Trust or any Subtrust on behalf of the Shareholders shall be
transferred back to OMISF or any OMISF Fund by the Trust or any Subtrust under
any circumstances. It is intended that the transfers to this Trust
and its Subtrusts shall constitute a complete and irrevocable divestment of all
assets of OMISF and each OMISF Fund in complete termination of its interest in
said assets.
7. The
assets belonging to a particular Subtrust shall belong to that Subtrust for all
purposes, and to no other Subtrust, subject only to the rights of creditors of
that Subtrust. In addition, any assets, income, earnings, profits or
funds, or payments and proceeds with respect thereto, which are not readily
identifiable as belonging to any particular Subtrust, may be allocated by the
Trustee between and among one or more Subtrusts in such manner as the Trustee,
in its sole discretion, may deem appropriate. Each such allocation
shall be conclusive and binding upon the Shareholders of all Subtrusts for all
purposes.
8. Each
Subtrust shall be charged with the liabilities of that Subtrust, and all
expenses, costs, charges and reserves attributable to any particular Subtrust
shall be borne by such Subtrust. Any general liabilities, expenses,
costs, charges or reserves of the Trust (or any Subtrust) that are not readily
identifiable as chargeable to or bearable by any particular Subtrust shall be
allocated and charged by the Trustee between or among any one or more of the
Subtrusts in such manner as the Trustee in its sole discretion deems fair and
equitable. Each such allocation shall be conclusive and binding upon
the Shareholders for all purposes.
9. The
Trustee shall hold and account for all assets and liabilities of a Subtrust
separate from the other assets and liabilities of the Trust and of every other
Subtrust. For federal income tax purposes, each Subtrust shall be
treated as a separate liquidating trust.
10. No
Shareholder shall have any right to withdraw any portion of his share of a
Subtrust, or to sell, transfer or otherwise dispose of or in any way encumber
his interest in the Subtrust except by operation of law or death of the
Shareholder, or as required by law or order of a court of competent
jurisdiction, or otherwise as directed by an authorized officer of a Shareholder
pursuant to a grant of specific authority from such Shareholder with respect to
the taking of such action. The duties, powers and liabilities of the
Trustee shall not be changed without the Trustee’s prior written
consent.
11. OMISF,
each OMISF Fund and the Shareholders hereby release and discharge the Trustee
and its successors of and from all liability for any acts of omission or
commission so long as there is not a judicial determination that such liability
was caused by the willful misconduct or gross negligence of the
Trustee. Furthermore, the Trustee shall not be liable for any acts or
omissions of any investment counsel, agent, attorney, custodian, accountant or
clerical staff elected, appointed or employed by or acting for the Trustee if
such investment counsel, agent, attorney, custodian, accountant or clerical
staff is selected with reasonable care.
12. The
Trustee shall be indemnified by and receive reimbursement from the Trust assets
against and from any and all loss, liability, claim, expense or damage that the
Trustee may incur or sustain, in the exercise and performance of any of the
powers and duties of the Trustee under this Trust, except for willful
misconduct, or gross negligence, in the performance of its duties.
13. The
Trustee may resign at any time by delivery to the Shareholders of his written
resignation, in which event the resignation shall take effect
immediately. Upon the death, dissolution, resignation, or
inability to act of the Trustee, a successor Trustee(s) as shall be designated
in writing by the affirmative vote of the Shareholders holding a majority of
interest in the Trust shall serve as the successor Trustee(s). Any
such successor Trustee shall execute a written consent to act as Trustee under
the terms of this Trust. Any successor Trustee shall have all the
powers of the original Trustee. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within thirty
(30) days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Trust, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.
14. No bond
shall be required of any Trustee herein named or named in the manner herein
provided.
15. The Trust
shall be governed by, and questions pertaining to the construction and
administration of this Trust shall be determined in accordance with, substantive
laws of the State of New York, without regard to conflict of laws
principles.
16. This
Trust may be amended by written consent of OMISF and the Trustee.
17. This
Trust shall be binding upon the respective parties hereto, their heirs,
executors, administrators, and assigns.
18. It is the
Shareholders’ and OMISF’s intent that this Trust shall conform as a liquidating
trust as that term is defined by Regulations §301.7701-4(d) of the
Code. Anything herein to the contrary notwithstanding, any provision
of this Trust which causes this Trust to fail to so qualify, shall be severed
and considered null and void and the remaining provisions of this Trust shall
have full force and effect.
19. This
Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original.
20. EACH OF
OMISF AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS LIQUIDATING TRUST AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
21. In no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.
22. (a) the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or
parties;
(b) the
Trustee may consult with counsel of its selection and the advice of such counsel
or any opinion of counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reasonable reliance thereon;
(c) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; and
(d) in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit or loss by reason of any investment or breakage thereof)
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.
23. All notices and
communications required or permitted by this Agreement shall be in writing and
delivered personally or sent by first class mail or via facsimile transmission,
to the numbers listed below, unless otherwise agreed. All such
notices and other communications shall be made:
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if
to OMISF, to:
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▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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Facsimile
No: ▇▇▇-▇▇▇-▇▇▇▇
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Attn: Legal
Department
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if
to Trustee, to:
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The
Bank of New York Mellon Trust Company, N.A.
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▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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c/o
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
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Tel:
▇▇▇-▇▇▇-▇▇▇▇
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Facsimile
No: 212-238-3100
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Attn: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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[Signatures
appear on the following page]
IN
WITNESS WHEREOF, the parties hereto have placed their hands the day and year
first above written.
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By:
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/s/
▇▇▇▇▇▇ ▇. Sluyters
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Name:
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▇▇▇▇▇▇
▇. Sluyters
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Title:
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The
Trustee hereby accepts this Trust:
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THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
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By:
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/s/
▇.▇. ▇▇▇▇▇▇▇
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Name:
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▇.▇.
▇▇▇▇▇▇▇
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Title:
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Vice
President
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OLD MUTUAL INSURANCE SERIES
FUND LIQUIDATING TRUST
SCHEDULE
A
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OMISF FUND
|
CORRESPONDING SERIES
|
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Old
Mutual Columbus Circle Technology & Communications
Portfolio
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Columbus
Circle Technology & Communications Subtrust
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Old
Mutual Growth II Portfolio
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Growth
II Subtrust
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Old
Mutual Large Cap Growth Portfolio
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Large
Cap Growth Subtrust
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Old
Mutual Large Cap Growth Concentrated Portfolio
|
Large
Cap Growth Concentrated Subtrust
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Old
Mutual Mid-Cap Portfolio
|
Mid-Cap
Subtrust
|
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Old
Mutual Select Value Portfolio
|
Select
Value Subtrust
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Old
Mutual Small Cap Portfolio
|
Small
Cap Subtrust
|
|
Old
Mutual Small Cap Growth Portfolio
|
Small
Cap Growth Subtrust
|
OLD MUTUAL INSURANCE SERIES
FUND LIQUIDATING TRUST
SCHEDULE
B*
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Columbus Circle Technology & Communications
Subtrust
|
|
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Property
|
Class Action Claims
|
|
Stock
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3COM
Corporation
|
|
Stock
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Adelphia
Communications Corp
|
|
Stock
|
Advanced
Fibre Communications
|
|
Stock
|
Amazon
Inc.
|
|
Stock
|
American
Tower Corp
|
|
Stock
|
AT&T
Wireless
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|
Stock
|
Ascend
Communications
|
|
Stock
|
Cabletron
Systems
|
|
Stock
|
CBT
Group PLC
|
|
Stock
|
Check
Point Software
|
|
Stock
|
Clarent
Corporation
|
|
Stock
|
Clarent
Corporation (second claim)
|
|
Stock
|
Electronic
Data Systems Corp
|
|
Stock
|
IBM
|
|
Stock
|
ICG
Communications
|
|
Stock
|
Infonet
Services Corp
|
|
Stock
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INFOSPACE
Inc
|
|
Stock
|
Lernout
& Hauspie
|
|
Stock
|
Level
3 Communications
|
|
Stock
|
McKesson
HBOC
|
|
Stock
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▇▇▇▇▇▇▇
▇▇▇▇▇ USB & Wachovia
|
|
Stock
|
Network
Associates
|
|
Stock
|
Salomon
Analyst ▇▇▇▇▇▇▇▇
|
|
Stock
|
Security
Dynamics Technologies Inc.
|
|
Stock
|
Smallworldwide
|
|
Stock
|
Software
AG Systems
|
|
Stock
|
Sonus
Networks
|
|
Stock
|
Telium,
Inc.
|
|
Stock
|
Terayon
Communications
|
|
Stock
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Veritas
Software
|
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Stock
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WorldCom,
Inc.
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Property
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Tax Reclaims
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$345.06
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Aixtron
(Germany) – reclaims receivable, amount deemed collectable in agreement
with Custody
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Trust Proportions
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Name and Address of
Shareholder:
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Percent Ownership in the Old Mutual Columbus
Circle Technology & Communications Portfolio
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Percent Ownership in the Columbus Circle
Technology & Communications Subtrust
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Percent Ownership in the
Trust
|
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AUL
AMERICAN INDIVIDUAL UNIT TRUST
REGISTERED
SEPERATE ACCOUNT
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
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3.47%
|
3.47%
|
|
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AUL
AMERICAN INDIVIDUAL UNIT TRUST
VARIABLE
LIFE UNIT TRUST
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
1.31%
|
1.31%
|
|
|
OHIO
NATIONAL LIFE INSURANCE COMP
FBO
SEPARATE ACCOUNTS ▇▇-▇▇▇▇▇▇▇
C/O
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
2.40%
|
2.40%
|
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST
REGISTERED
SEPERATE ACCOUNT
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
1.75%
|
1.75%
|
|
|
AMERICAN
UNITED LIFE INS COMPANY
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
4.15%
|
4.15%
|
|
|
EMPIRE
FIDELITY INVESTMENTS
LIFE
INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
7.92%
|
7.92%
|
|
|
FIDELITY
INVESTMENTS
LIFE
INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
78.03%
|
78.03%
|
|
|
AUL
AMERICAN INDIVIDUAL VARIABLE
ANNUITY
UNIT TRUST 1
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.97%
|
0.97%
|
|
|
Growth II Subtrust
|
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Property
|
Class Action Claims
|
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Stock
|
Adelphia
Communications Group
|
|
Stock
|
CBT
Group PLC
|
|
Stock
|
Check
Point Software
|
|
Stock
|
Cinar
Corporation
|
|
Stock
|
Clarent
Corporation
|
|
Stock
|
Clarent
Corporation (second claim)
|
|
Stock
|
Dollar
General
|
|
Stock
|
Enron
Securities
|
|
Stock
|
Gemstar
TV Guide
|
|
Stock
|
Global
Crossing
|
|
Stock
|
Ha-Lo
Industries, Inc
|
|
Stock
|
Healthsouth
|
|
Stock
|
▇.
▇. ▇▇▇▇▇▇▇, Inc
|
|
Stock
|
Just
For Feet, Inc
|
|
Stock
|
marchFIRST
|
|
Stock
|
McKesson
HBOC
|
|
Stock
|
▇▇▇▇▇▇▇
▇▇▇▇▇ USB & Wachovia
|
|
Stock
|
Metromedia
Fiber Network Inc
|
|
Stock
|
Navigant
Consulting, Inc
|
|
Stock
|
OM
Group Inc
|
|
Stock
|
Peoplesoft,
Inc
|
|
Stock
|
Phycor
Corporation
|
|
Stock
|
Riverstone
Networks Inc
|
|
Stock
|
Schein
Pharmaceutical, Inc
|
|
Stock
|
Security
Dynamics Technologies Inc
|
|
Stock
|
SmartForce
PLC
|
|
Stock
|
Sonus
Networks
|
|
Stock
|
Terayon
Communications
|
|
Stock
|
Unicapital
Corporation
|
|
Property
|
Tax Reclaims
|
||
|
$298.98
|
Syngenta
(Switzerland) – reclaims receivable, amount deemed collectable in
agreement with Custody
|
||
|
$382.95
|
Syngenta
(Switzerland) – reclaims receivable, amount deemed collectable in
agreement with Custody – second reclaim
|
||
|
Trust Proportions
|
|||
|
Name and Address of
Shareholder:
|
Percent Ownership in the Old Mutual Growth II
Portfolio
|
Percent Ownership in the Growth II
Subtrust
|
Percent Ownership in the
Trust
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST
REGISTERED
SEPERATE ACCOUNT
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
4.08%
|
4.08%
|
|
|
GE
LIFE & ANNUITY ASSURANCE CO
ATTN
VARIABLE ACCOUNTING
▇▇▇▇
▇ ▇▇▇▇▇ ▇▇
▇▇▇▇
▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.54%
|
0.54%
|
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST
VARIABLE
LIFE UNIT TRUST
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
1.37%
|
1.37%
|
|
|
GE
LIFE & ANNUITY ASSURANCE CO
ATTN
VARIABLE ACCOUNTING
▇▇▇▇
▇ ▇▇▇▇▇ ▇▇
▇▇▇▇
▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
20.86%
|
20.86%
|
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST
REGISTERED
SEPERATE ACCOUNT
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
1.33%
|
1.33%
|
|
|
AMERICAN
UNITED LIFE INS COMPANY
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
12.22%
|
12.22%
|
|
|
EMPIRE
FIDELITY INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
5.35%
|
5.35%
|
|
|
FIDELITY
INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
52.64%
|
52.64%
|
|
|
AUL
AMERICAN INDIVIDUAL VARIABLE
ANNUITY
UNIT TRUST 1
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
1.61%
|
1.61%
|
|
|
Large Cap Growth
Subtrust
|
|
|
Property
|
Class Action Claims
|
|
Stock
|
Ascend
Communications
|
|
Stock
|
Carnival
Corp
|
|
Stock
|
CBT
Group PLC
|
|
Stock
|
Charter
Communications Inc.
|
|
Stock
|
Electronic
Data Systems Corp
|
|
Stock
|
Fifth
Third Bancorp
|
|
Stock
|
▇▇▇▇▇▇▇
Mac
|
|
Stock
|
Global
Crossing
|
|
Stock
|
Healthsouth
|
|
Stock
|
Infonet
Services Corp
|
|
Stock
|
INFOSPACE
Inc
|
|
Stock
|
McKesson
HBOC
|
|
Stock
|
▇▇▇▇▇▇▇
▇▇▇▇▇ USB & Wachovia
|
|
Stock
|
Naviant
Consulting, Inc.
|
|
Stock
|
Peoplesoft,
Inc.
|
|
Stock
|
Phycor
Corporation
|
|
Stock
|
PRI
Automation
|
|
Stock
|
Reliant
Resources Inc
|
|
Stock
|
Salomon
Analyst ▇▇▇▇▇▇▇▇
|
|
Stock
|
Telium,
Inc.
|
|
Stock
|
Tyco
International Ltd.
|
|
Stock
|
Veritas
Software
|
|
Stock
|
Waste
Management, Inc
|
|
Stock
|
WorldCom,
Inc.
|
|
Property
|
Tax Reclaims
|
||
|
$279.90
|
Credit
Suisse Group (Switzerland) – reclaims receivable, amount deemed
collectable in agreement with Custody
|
||
|
$232.46
|
Novartis
(Switzerland) – reclaims receivable, amount deemed collectable in
agreement with Custody
|
||
|
$693.78
|
UBS
(Switzerland) – reclaims receivable, amount deemed collectable in
agreement with Custody
|
||
|
Trust Proportions
|
|||
|
Name and Address of
Shareholder:
|
Percent Ownership in the Old Mutual Large Cap
Growth Portfolio
|
Percent Ownership in the Large Cap Growth
Subtrust
|
Percent Ownership in the
Trust
|
|
GE
LIFE & ANNUITY ASSURANCE CO
ATTN
VARIABLE ACCOUNTING
▇▇▇▇
▇ ▇▇▇▇▇ ▇▇
▇▇▇▇
▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
4.11%
|
4.11%
|
|
|
ANNUITY
INVESTORS LIFE INS CO
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
1.57%
|
1.57%
|
|
|
GE
LIFE & ANNUITY ASSURANCE CO
ATTN
VARIABLE ACCOUNTING
▇▇▇▇
▇ ▇▇▇▇▇ ▇▇
▇▇▇▇
▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
76.70%
|
76.70%
|
|
|
GREAT
WEST LIFE & ANNUITY INSURANCE COMPANY
ATTN
INVESTMENT DIV
▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
|
17.62%
|
17.62%
|
|
|
Large Cap Growth Concentrated
Subtrust
|
|
|
Property
|
Class Action Claims
|
|
Stock
|
Carnival
Corp
|
|
Stock
|
Charter
Communications Inc
|
|
Stock
|
Electronic
Data Systems Corp
|
|
Stock
|
▇▇▇▇▇▇▇
Mac
|
|
Stock
|
Gemstar
TV Guide
|
|
Stock
|
Healthsouth
|
|
Stock
|
Infonet
Services Corp
|
|
Stock
|
INFOSPACE
Inc
|
|
Stock
|
McKesson
HBOC
|
|
Stock
|
▇▇▇▇▇▇▇
▇▇▇▇▇ USB & Wachovia
|
|
Stock
|
Peoplesoft,
Inc.
|
|
Stock
|
Salomon
Analyst ▇▇▇▇▇▇▇▇
|
|
Stock
|
Tyco
International Ltd.
|
|
Stock
|
Unicapital
Corporation
|
|
Stock
|
Veritas
Software
|
|
Stock
|
Waste
Management, Inc.
|
|
Property
|
Tax Reclaims
|
||
|
Trust Proportions
|
|||
|
Name and Address of
Shareholder:
|
Percent Ownership in the Old Mutual Large Cap
Growth Concentrated Portfolio
|
Percent Ownership in the Large Cap Growth
Concentrated Subtrust
|
Percent Ownership in the
Trust
|
|
ALLMERICA
FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ATTN:
SEPERATE ACCOUNTS
▇▇▇
▇▇▇▇▇▇▇ ▇▇ # ▇-▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.908%
|
0.908%
|
|
|
FIRST
ALLMERICA FINANCIAL LIFE
INSURANCE
COMPANY
▇▇▇
▇▇▇▇▇▇▇ ▇▇ # ▇-▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.003%
|
0.003%
|
|
|
EMPIRE
FIDELITY INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
9.460%
|
9.460%
|
|
|
FIDELITY
INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
89.629%
|
89.629%
|
|
|
Mid-Cap Subtrust
|
|
|
Property
|
Class Action Claims
|
|
Stock
|
Adelphia
Communications Corp
|
|
Stock
|
Allegheny
Energy Inc.
|
|
Stock
|
Aquila,
Inc
|
|
Stock
|
Cable
and Wireless
|
|
Stock
|
Cabletron
Systems
|
|
Stock
|
Catalina
|
|
Stock
|
Charter
Communications Inc.
|
|
Stock
|
Computer
Associates International Inc
|
|
Stock
|
Cumulus
Media, Inc.
|
|
Stock
|
DQE
Inc.
|
|
Stock
|
Enron
Securities
|
|
Stock
|
Federal
Mogul
|
|
Stock
|
Gemstar
TV Guide
|
|
Stock
|
Global
Crossing
|
|
Stock
|
Halliburton
Co
|
|
Stock
|
ICG
Communications
|
|
Stock
|
Interpublic
|
|
Stock
|
KN
Energy, Inc.
|
|
Stock
|
marchFIRST
|
|
Stock
|
McKesson
HBOC
|
|
Stock
|
Navigant
Consulting, Inc.
|
|
Stock
|
OPUS360
|
|
Stock
|
PSS
World Medical Inc
|
|
Stock
|
Reliant
Resources Inc.
|
|
Stock
|
Rite
Aid Corporation
|
|
Stock
|
SureBeam
|
|
Stock
|
Symbol
Technologies, Inc
|
|
Stock
|
TXU
Corp.
|
|
Stock
|
Veritas
Software
|
|
Stock
|
Xcel
Energy
|
|
Stock
|
XO
Communications
|
|
Stock
|
360s
Network
|
|
Property
|
Tax Reclaims
|
||
|
Trust Proportions
|
|||
|
Name and Address of
Shareholder:
|
Percent Ownership in the Old Mutual Mid-Cap
Portfolio
|
Percent Ownership in the Mid-Cap
Subtrust
|
Percent Ownership in the
Trust
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST REGISTERED SEPERATE
ACCOUNT
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
8.40%
|
8.40%
|
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST VARIABLE LIFE UNIT
TRUST
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
16.00%
|
16.00%
|
|
|
ANNUITY
INVESTORS LIFE INS CO
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
50.33%
|
50.33%
|
|
|
AUL
AMERICAN INDIVIDUAL VARIABLE
ANNUITY
UNIT TRUST 1
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
21.99%
|
21.99%
|
|
|
AUL
AMERICAN INDIVIDUAL VARIABLE ANNUITY UNIT TRUST
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
3.28%
|
3.28%
|
|
|
Select Value Subtrust
|
|
|
Property
|
Class Action Claims
|
|
Stock
|
AT&T
Corporation
|
|
Stock
|
Bank
One
|
|
Stock
|
Cable
and Wireless
|
|
Stock
|
Carnival
Corp
|
|
Stock
|
Charter
Communications Inc.
|
|
Stock
|
Comerica,
Inc.
|
|
Stock
|
Electronic
Data Systems Corp
|
|
Stock
|
Enron
|
|
Stock
|
Enron
Securities
|
|
Stock
|
Federal
Mogul
|
|
Stock
|
FirstEnergy
Corp
|
|
Stock
|
▇▇▇▇▇▇▇
Mac
|
|
Stock
|
Gateway,
Inc.
|
|
Stock
|
Halliburton
Co
|
|
Stock
|
Interpublic
|
|
Stock
|
KN
Energy, Inc.
|
|
Stock
|
Lucent
|
|
Stock
|
McKesson
HBOC
|
|
Stock
|
Medpartners,
Inc.
|
|
Stock
|
Micromuse
Inc.
|
|
Stock
|
Rite
Aid Corporation
|
|
Stock
|
Sprint
|
|
Stock
|
Tyco
International Ltd.
|
|
Stock
|
Waste
Management, Inc.
|
|
Stock
|
Xerox
Corp.
|
|
Property
|
Tax Reclaims
|
||
|
Trust Proportions
|
|||
|
Name and Address of
Shareholder:
|
Percent Ownership in the Old Mutual Select Value
Portfolio
|
Percent Ownership in the Select Value
Subtrust
|
Percent Ownership in the
Trust
|
|
ANNUITY
INVESTORS LIFE INS CO
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.69%
|
0.69%
|
|
|
EMPIRE
FIDELITY INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
8.43%
|
8.43%
|
|
|
FIDELITY
INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
90.88%
|
90.88%
|
|
|
Small Cap Subtrust
|
|
|
Property
|
Class Action Claims
|
|
Stock
|
America
West Holdings
|
|
Stock
|
Annuity
and Life RE (Holdings) LTD
|
|
Stock
|
Aquila,
Inc
|
|
Stock
|
Arm
Financial Group, Inc
|
|
Stock
|
Atlas
Air Worldwide Holdings Inc
|
|
Stock
|
Cable
and Wireless
|
|
Stock
|
Cabletron
Systems
|
|
Stock
|
Candie’s
|
|
Stock
|
Catalina
|
|
Stock
|
Elan
|
|
Stock
|
Enron
Securities
|
|
Stock
|
Federal
Mogul
|
|
Stock
|
Fifth
Third Bancorp
|
|
Stock
|
Gliatech,
Inc
|
|
Stock
|
Hanover
Compressor
|
|
Stock
|
Healthsouth
|
|
Stock
|
▇▇▇▇▇
of ▇▇▇▇ Limited
|
|
Stock
|
ICG
Communications
|
|
Stock
|
Inso
Corporation
|
|
Stock
|
KN
Energy, Inc.
|
|
Stock
|
Minimed,
Inc.
|
|
Stock
|
MSC
Industrial Direct
|
|
Stock
|
Mutual
Risk Management
|
|
Stock
|
NASSDA
Corporation
|
|
Stock
|
Navigant
Consulting, Inc.
|
|
Stock
|
PSS
World Medical Inc
|
|
Stock
|
Ravilent
Technologies
|
|
Stock
|
Read-Rite
|
|
Stock
|
Sunterra
Corporation
|
|
Stock
|
Telxon
Corporation
|
|
Stock
|
The
North Face
|
|
Stock
|
Titan
|
|
Stock
|
Total
Renal Care
|
|
Stock
|
TUT
Systems Inc.
|
|
Stock
|
UICI
|
|
Stock
|
Ultimate
Electronics
|
|
Stock
|
Veeco
Instruments Inc.
|
|
Stock
|
Weststar
Energy
|
|
Property
|
Tax Reclaims
|
||
|
Trust Proportions
|
|||
|
Name and Address of
Shareholder:
|
Percent Ownership in the Old Mutual Small Cap
Portfolio
|
Percent Ownership in the Small Cap
Subtrust
|
Percent Ownership in the
Trust
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST
REGISTERED
SEPERATE ACCOUNT
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.24%
|
0.24%
|
|
|
AUL
AMERICAN INDIVIDUAL UNIT TRUST
VARIABLE
LIFE UNIT TRUST
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.25%
|
0.25%
|
|
|
EMPIRE
FIDELITY INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
6.99%
|
6.99%
|
|
|
FIDELITY
INVESTMENTS LIFE INSURANCE CO
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ # ▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
91.60%
|
91.60%
|
|
|
AUL
AMERICAN INDIVIDUAL VARIABLE
ANNUITY
UNIT TRUST 1
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
|
0.83%
|
0.83%
|
|
|
AUL
AMERICAN INDIVIDUAL
VARIABLE
ANNUITY UNIT TRUST
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0.09%
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0.09%
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Small Cap Growth
Subtrust
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Property
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Class Action Claims
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Stock
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Advanced
Neuromodulation Systems
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Stock
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Aspen
Technology
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Stock
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Caminus
Corporation
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Stock
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Concord
Camera Corp
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Stock
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Efunds
Corporation
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Stock
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EndoCare
Inc.
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Stock
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FAO,
Inc
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Stock
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Immucor,
Inc
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Stock
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Impath,
Inc
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Stock
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Red
▇▇▇▇▇ Gourmet Burgers
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Stock
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SFBC
Intl Inc
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Stock
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SupportSoft
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Stock
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Telik
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Property
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Tax Reclaims
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Trust Proportions
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Name and Address of
Shareholder:
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Percent Ownership in the Old Mutual Small Cap
Growth Portfolio
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Percent Ownership in the Small Cap Growth
Subtrust
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Percent Ownership in the
Trust
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FIRST
VARIABLE LIFE INSURANCE CO
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100.00%
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100.00%
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*Schedule
B may be supplemented from time to time as directed by Old Mutual Capital, Inc.
or its affiliates.
OLD MUTUAL INSURANCE SERIES
FUND LIQUIDATING TRUST
SCHEDULE
C
Liabilities
Assumed by the Liquidating Trust and its Subtrusts
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TRUST SERIES
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LIABILITIES ASSUMED
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Columbus
Circle Technology & Communications Subtrust
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None
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Growth
II Subtrust
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None
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Large
Cap Growth Subtrust
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None
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Large
Cap Growth Concentrated Subtrust
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None
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Mid-Cap
Subtrust
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None
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Select
Value Subtrust
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None
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Small
Cap Subtrust
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None
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Small
Cap Growth Subtrust
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None
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OLD MUTUAL INSURANCE SERIES
FUND LIQUIDATING TRUST
SCHEDULE
D
Expenses
of the Trustee
GENERAL
FEES
*ACCEPTANCE
FEE - $10,000
This one
time charge is payable at the time of the closing and includes the review and
execution of the Liquidating Trust Agreement and all documents submitted in
support thereof and establishment of accounts.
*ANNUAL
ADMINISTRATIVE FEE - $40,000
An annual
fee will cover the duties and responsibilities related to account administration
and servicing, which may include maintenance of accounts on various systems,
custody and securities servicing, reporting, etc. This fee is payable in advance
for the year and shall not be prorated.
INVESTMENT
COMPENSATION
With
respect to investments in money market mutual funds for which Trustee provides
shareholder services, Trustee (or its affiliates) may also receive and retain
additional fees from the mutual funds (or their affiliates) for shareholder
services as set forth in the Authorization and Direction to Trustee to Invest
Cash Balances in Money Market Mutual Funds. Except as otherwise
provided in this Section, Trustee will charge an investment maintenance fee
calculated at maximum annual rate of 37 basis points regardless of how account
balances are invested. This charge will cover reconciliation, safekeeping,
monitoring, and other maintenance activities associated with the investment of
account balances, including, but not limited to, guaranteed investment
contracts, bank deposits (including deposits with Trustee or its affiliates) and
state, county and local investment pools. With respect to investments in BNY
▇▇▇▇▇▇▇▇ Funds, Trustee (or its affiliates) also will be compensated by the Fund
for investment advisory and other services.
MISCELLANEOUS
FEES
The fees
for performing extraordinary or other services not contemplated at the time of
the execution of the transaction or not specifically covered elsewhere in this
schedule will be commensurate with the service to be provided and will be
charged in the Trustee’s sole discretion. These extraordinary services may
include, but are not limited to: proxy dissemination/tabulation, customized
reporting and/or procedures, electronic account access, etc. Counsel,
accountants, special agents and others will be charged at the actual amount of
fees and expenses billed.
OUT-OF-POCKET
EXPENSES
Additional
out-of-pocket expenses may include, but are not limited to, telephone;
facsimile; courier; copying; postage; supplies; expenses of foreign
depositaries; and expenses of Trustee’s representative(s) and Counsel for
attending special meetings. Fees and expenses of Trustee’s representatives and
Counsel will be charged at the actual amount of fees and expenses charged and
all other expenses will be charged at cost or in an amount equal to 7% of the
annual fee billed for the year, in Trustee’s discretion, and Trustee may charge
certain expenses at cost and others on a percentage basis.
*The
$10,000 Acceptance Fee and the $40,000 Annual Administrative Fee (together, the
“Fee”) will be allocated equally to each of the eight Subtrusts, so that each
Subtrust shall be responsible for $1250 of the Acceptance Fee and $5,000
annually for the Annual Administrative Fee (for a total of $15,000 each over the
three-year term). Subject to the right of reimbursement described
below, Old Mutual Capital Inc. shall pay the Acceptance Fee at the time of
closing and the Annual Administrative Fee annually, no later than December
30th
of each year. The Trustee shall, prior to making any income payments
to the Shareholders of a Subtrust, withhold an amount equal to such Subtrust’s
allocated portion of the Fee from the income received by the Subtrust from class
action litigations or tax reclaims as a reserve for the repayment to Old Mutual
Capital, Inc. by each Subtrust of the portion of the Fee paid by Old Mutual
Capital, Inc. on behalf of such Subtrust. During any annual period in
which the income received by any one or more Subtrusts does not equal the amount
necessary to reimburse Old Mutual Capital, Inc. for all of the Fees advanced on
such Subtrust’s behalf (each, an “Under-Funded Subtrust”), the Trustee shall
have the authority to reserve from a Subtrust which has received income in
excess of its allocable portion of the Fee (a “Sufficiently-Funded
Subtrust”), an amount sufficient to enable the Trustee to reimburse
Old Mutual Capital, Inc. for the Fee advanced by it on behalf of the
Under-Funded Subtrust (the “Excess Fee”). In such event, the Trustee
shall apply any income subsequently received by the Under-Funded Subtrust toward
reimbursement of the Sufficiently-Funded Subtrust for the Excess
Fee. The Trustee shall, prior to making any income payments to
Shareholders of a Subtrust, apply any income received by such Under-Funded
Subtrust first toward reimbursement of any Excess Fee paid on its behalf by a
Sufficiently-Funded Subtrust and, next, toward payment of its allocable portion
of the Fee allocated to the Under-Funded Subtrust.
UNANIMOUS
CONSENT OF THE TRUSTEE
OF THE
OLD MUTUAL INSURANCE SERIES FUND LIQUIDATING TRUST
I, THE
UNDERSIGNED, being the Trustee of the Old Mutual Insurance Series Liquidating
Trust (the “Trust”) do hereby adopt the following resolution:
RESOLVED,
that the individuals named below are authorized and directed (i) to execute bank
resolutions for any bank which may be necessary in the ordinary course of
administering this trust relating to the maintenance of general depository
accounts with commercial banks, in the name of the trust, (ii) to deposit with
such banks from time to time the funds of the trust, and (iii) to do all things
necessary and proper and to sign all papers and other documents requested or
required by such banks in connection with the maintenance of the general
depository accounts:
[add list
of names]
IN
WITNESS WHEREOF, I have executed this Consent of Trustee on December 15,
2008.
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THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee
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By:
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/s/
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Name:
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▇.▇.
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Title:
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Vice
President
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THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
I, the
undersigned, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant Secretary of The Bank of New York
Mellon Trust Company, N.A., a national banking association organized under the
laws of the United States (the "Association") and located in the State of
California, with a trust office located in Chicago, Illinois, DO HEREBY CERTIFY
that the following individuals are duly appointed and qualified Officers of the
Association:
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Officer
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Title
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Signing Authority
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Vice
President
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A,
C1, J
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Vice
President
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A,
C2, J
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Vice
President
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A,
C2, J
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Vice
President
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A,
C2, J
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Vice
President
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A,
C3, J
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Vice
President
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A,
C1, J
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▇. ▇▇▇▇▇▇
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Vice
President
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A,
C3, J
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Assistant
Vice President
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A,
C2, J
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Assistant
Vice President
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A,
C3, J
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Assistant
Treasurer
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A,
C3, J
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I further
certify that as of this date they have been authorized to sign on behalf of the
Association in discharging or performing their duties in accordance with the
senior and limited signing powers provided under Article V, Sections 5.2 and 5.3
of the By-laws of the Association and the paragraphs indicated above of the
signing authority resolution of the Board of Directors of the
Association.
Attached
hereto are true and correct copies of excerpts of the By-laws of the Association
and the signing authority resolution, which have not been amended or revised
since July 1,2008 and are in full force and effect.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The Bank of
New York Mellon Trust Company, N.A. this 1st day of
July 2008.
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/s/
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Assistant Secretary
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