PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this the 31st day of May, 1997, by
and among PARAGON LIFE INSURANCE COMPANY (the "Company"), on its own behalf and
on behalf of the Separate Account B of Paragon Life Insurance Company (the
"Account"), a separate account of the Company, and ▇▇▇▇ ▇▇▇▇▇▇ VARIABLE
INVESTMENT SERIES, an unincorporated business trust organized under the laws of
the Commonwealth of Massachusetts (hereinafter the "Trust") and ▇▇▇▇ ▇▇▇▇▇▇
DISTRIBUTORS INC. (the "Distributor").
WHEREAS, the Trust and the Distributor have previously entered into
Agreements to Purchase Shares with Northbrook Life Insurance Company and
Allstate Life Insurance Company of New York with regard to the purchase by those
companies of shares of the Trust on their own behalf and on behalf of certain
separate variable accounts of those companies, which Agreements shall continue
in effect with those companies following the entry by the Trust and the
Distributor into this Agreement with the Company; and
WHEREAS, by resolution of its Board of Directors on January 4, 1993, the
Company established the Account to set aside and invest assets attributable to
certain flexible premium variable life insurance contracts (the "Contracts")
issued by the Company; and
WHEREAS, the Company has registered the Account as a unit investment trust
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the 1940 Act and has filed
its registration statement with the Securities and Exchange Commission ("SEC")
which declared such registration statement effective on October 5, 1983; and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a
member in good standing of the National Association of Securities Dealers, Inc.
(the "NASD"); and
WHEREAS, the Trust is available to act as the investment vehicle for
separate accounts established for variable annuity contracts and variable
life insurance contracts offered or to be offered by insurance companies
which have entered into agreements to purchase shares or participation
agreements with the Trust and the Distributor (hereinafter "Participating
Insurance Companies"); and
WHEREAS, the Trust has obtained an order from the SEC, dated November
23, 1994 (File No. 812-9128), granting Participating Insurance Companies and
variable annuity and variable life insurance separate accounts exemptions
from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act
and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary
to permit shares of the Trust to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order");
and
WHEREAS, the Trust is presently comprised of thirteen Portfolios
designated as the Money Market Portfolio, the Quality Income Plus Portfolio,
the High Yield Portfolio, the Utilities Portfolio, the Income Builder
Portfolio, the Dividend Growth Portfolio, the Capital Growth Portfolio, the
Global Dividend Growth Portfolio, the European Growth Portfolio, the Pacific
Growth Portfolio, the Capital Appreciation Portfolio, the Equity Portfolio
and the Strategist Portfolio, and other Portfolios may be subsequently
established by the Trust (the "Portfolios"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends by purchasing shares of the Portfolios on
behalf of the Account to fund the Contracts and the Distributor is authorized
to sell such shares to the Company for the benefit of the Account at net
asset value without the imposition of any charges;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Trust and the Distributor agree as follows:
1. PURCHASE OF SHARES. In accordance with the Trust's and the
Distributor's Distribution Agreement dated May 31, 1997 (the "Distribution
Agreement"), the Company agrees to purchase and redeem the
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shares of each Portfolio of the Trust offered by the then current prospectus
of the Trust (the "Prospectus") included in the Trust's registration
statement (the "Registration Statement") most recently filed from time to
time with the SEC and effective under the Securities Act of 1933, as amended
(the "1933 Act") and the 1940 Act or as the Prospectus may be amended or
supplemented and filed with the SEC pursuant to the 1933 Act.
2. SALE OF SHARES. The Distributor agrees to sell shares of the Trust to
the Company for allocation to the Account, executing such orders on a daily
basis at the next determined net asset value per share after receipt by the
Trust or its designee of the order for shares of the applicable Portfolio of
the Trust determined as set forth in the Prospectus. The Company and the
Trust agree that shares of the Trust will be sold only to insurance companies
which have entered into agreements to purchase shares or participation
agreements substantially identical to this Agreement and their affiliated
insurance companies, and their separate accounts. No shares of any Portfolio
will be sold to the general public. The Distributor shall provide the Company
(at the Company's expense) with as many copies of the Trust's current
Prospectus as the Company may reasonably request.
3 REDEMPTION OF SHARES. At the Company's request, the Trust agrees to
redeem for cash without charge, any full or fractional shares of the Trust
held by the Company, executing such requests on a daily basis at the net
asset value of the applicable Portfolio computed after receipt of the
redemption request provided, however, that the Trust reserves the right to
suspend the right of redemption or to postpone the date of payment upon
redemption of the shares of any Portfolio under the circumstances and for the
period of time specified in the Prospectus.
4. AVAILABILITY OF SHARES. Subject to Sections 3(c) and 4(b) of the
Distribution Agreement, the terms of which are incorporated herein by
reference, the Trust agrees to make its shares available indefinitely for
purchase by the Company at the applicable net asset value per share on those
days on which the Trust calculates its net asset value pursuant to rules of
the SEC, and the Trust shall use reasonable efforts to calculate such net
asset value on each day on which the New York Stock Exchange is open for
trading.
5. PAYMENT OF SHARES. The Company shall pay for Trust shares within five
days after it places the order for Trust shares. The Trust reserves the right
to delay issuing or transferring Trust shares and/or to delay accruing or
declaring dividends in accordance with any policy set forth in the Prospectus
with respect to such shares until any payment check has cleared. If the Trust
or the Distributor does not receive payment within the five days period, the
Trust may, without notice, cancel the order and require the Company to
reimburse the Trust promptly for any loss the Trust suffered by reason of the
Company failing to timely pay for its shares.
6. FEE FOR SHARES. The Company shall purchase and redeem shares in the
Trust at net asset value and the Company shall not pay any commission,
dealers fee or other fee to the Distributor or any other broker dealer.
7. TRUST'S REGISTRATION STATEMENT AND PROSPECTUS. The Trust shall amend
the Registration Statement for its shares under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous offering of
its shares and, at its own expense, shall provide the Company with as many
copies of its current prospectus as the Company may reasonably request.
8. INVESTMENT OF ASSETS. The Trust agrees to invest its assets in
accordance with its investment policies as disclosed in the Prospectus and
the provisions of Section 817(h) of the Internal Revenue Code (the "Code")
and Treasury Regulation 1.817-5, as amended from time to time, and any
Treasury interpretations thereof, relating to the diversification
requirements for variable annuity and variable life insurance contracts and
any amendments or other modifications to such Section or Regulations.
9. ADMINISTRATION OF CONTRACTS. The Company shall be responsible for
administering the Contracts and keeping records on the Contracts.
10. SHAREHOLDER INFORMATION. The Trust shall furnish the Company copies
of its proxy material, reports to shareholders and other communication to
shareholders in such quantity as the Company shall reasonably require for
distributing to owners or participants under the Contracts. The Company will
distribute these materials to such owners or participants as required.
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11. VOTING. (a) To the extent required by law, the Company shall vote
Trust shares in accordance with instructions received from Contract owners.
If, however, the 1940 Act or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result the
Company determines that it is permitted to vote the Trust's shares in its own
right, it may elect to do so. The Company shall vote shares of a Portfolio
for which no instructions have been received in the same proportion as the
voting instructions which are received with respect to all Contracts
participating in that Portfolio. Neither the Company nor persons under its
control shall recommend action in connection with solicitation of proxies for
Trust shares allocated to the Account. The Company shall also vote shares it
owns that are not attributable to Contract owners in the same proportion. The
Company may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the sub-classification or investment
objective of the Trust or one or more of its Portfolios or to approve or
disapprove an investment advisory contract for a Portfolio of the Trust.
Participating Insurance Companies shall be responsible for assuring that each
of their separate accounts participating in the Trust calculates voting
privileges in a manner consistent with other Participating Insurance
Companies.
(b) The Trust will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Trust will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the
Trust is not one of the trusts described in Section 16(c) of that Act) as
well as with Section 16(a) and, if and when applicable, 16(b). Further, the
Trust will act in accordance with the SEC's interpretation of the
requirements of Section 16(a) with respect to periodic elections of trustees
and with whatever rules the SEC may promulgate with respect thereto.
12. TRUST'S WARRANTY. The Trust represents and warrants that Trust
shares sold pursuant to this Agreement shall be registered under the 1933 Act
and duly authorized for issuance in accordance with all applicable federal
and state laws.
13. COMPANY'S WARRANTY. The Company represents and warrants that it is
an insurance company duly organized and in good standing under Missouri law
and that it has legally and validly established the Account under Section
376.309, RSMo, and has registered the Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated
investment account for certain Contracts. The Company further represents and
warrants that the Contracts will be registered under the 1933 Act and the
Contracts will be issued and sold in compliance with all applicable Federal
and State laws.
14. DISTRIBUTOR'S WARRANTY. The Distributor represents and warrants that
it is a member in good standing of the NASD and is registered as a
broker-dealer with the SEC under the 1934 Act. The Distributor further
represents that it will sell and distribute the shares in accordance with the
1933, 1934 and 1940 Acts and will not make any representations concerning the
Account except those contained in the then current registration statement or
related prospectus and any sales literature approved by the Trust. For
purposes of this paragraph, Section 6 of the Distribution Agreement is
incorporated in this Agreement.
15. TERMINATION OF AGREEMENT. The parties may terminate this Agreement
as follows:
(a)(i) at the option of the Company or the Trust or the Distributor
upon 180 days' written notice to the other party;
(ii) at the option of the Company if, for any reason, except for
those specified in Sections 3(c) and 4(b) of the Distribution Agreement,
Trust shares are not available to meet the requirements of the Contracts as
determined by the Company; or
(iii) at the option of the Trust upon the NASD, the SEC, the
director of the Missouri Department of Insurance or any other regulatory
body instituting legal proceedings against the Company regarding its duties
under this Agreement.
(b) This Agreement shall automatically terminate in the event of its
assignment.
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(c) Notwithstanding any termination of this Agreement, the Trust and
the Distributor shall, at the Company's option, continue to make available
additional shares of the Trust pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination
of this Agreement (hereinafter referred to as "Existing Contracts"), so
long as the Trust is in existence. Specifically, without limitation, the
owners of the Existing Contracts shall be permitted to reallocate
investments in the Trust, redeem investments in the Trust, or invest in the
Trust upon the making of additional purchase payments under the Existing
Contracts. A termination under paragraph 19 of this Agreement shall end
rights of the owners of Existing Contracts.
(d) The Company shall not redeem Trust shares attributable to the
Contracts (as opposed to Trust shares attributable to the Company's assets
held in the Account) except (i) as necessary to implement Contract owner
initiated transactions, or (ii) as required by state or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"). Upon request,
the Company will promptly furnish to the Trust and the Distributor the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Trust and the Distributor) to the effect that any
redemption pursuant to clause (ii) above is a Legally Required Redemption.
Furthermore, except in cases where permitted under the terms of the
Contracts, the Company shall not prevent Contract owners from allocating
payments to a Portfolio that was otherwise available under the Contracts
without first giving the Trust or the Distributor 90 days' notice of its
intention to do so.
16. COMPANY'S INDEMNIFICATION AGREEMENT. (a) The Company agrees to
indemnify and hold harmless the Trust or Distributor and each of their
Directors or Trustees who is not an "interested person" of the Trust, as
defined in the 1940 Act (collectively the "Indemnified Parties" for purposes
of this paragraph 16), against any losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or expenses or actions to which such Indemnified Parties may become
subject, under the Federal securities laws or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements arise as a result of any failure by the Company to
provide the services and furnish the materials under terms of this Agreement
or which arise from erroneous instructions by the Company to the Distributor
concerning the particular Portfolio or Portfolios whose shares are to be
allocated to the Account. This indemnity agreement is in addition to any
liability which the Company may otherwise have. However, in no case is the
indemnity of the Company in favor of the Distributor deemed to protect the
Distributor against any liability to the Trust or its shareholders to which
the Distributor would otherwise be subject by reason of its bad faith, wilful
misfeasance or negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Agreement.
(b) The Company will reimburse the Indemnified Parties for any legal or
other expenses reasonably incurred by the Indemnified Parties in connection
with investigating or defending of any such loss, claim, damage, liability or
action.
(c) Promptly after receipt by any of the Indemnified Parties of notice
of the commencement of any action, or the making of any claim for which
indemnity may apply under this paragraph, the Indemnified Parties will, if a
claim thereof is to be made against the Trust, notify the Company of the
commencement thereof; but the omission so to notify the Company will not
relieve the Company from any liability which it may have to the Indemnified
Parties otherwise than under this Agreement. In case any such action is
brought against the Indemnified Parties, and the Company is notified of the
commencement thereof, the Company will be entitled to participate therein and
to assume the defense thereof, with counsel satisfactory to the party named
in the action, and after notice from the Company to such party of the
Company's election to assume the defense thereof, the Company will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.
17. TRUST AND DISTRIBUTOR INDEMNIFICATION AGREEMENTS. (a) The Trust and
Distributor each agree to indemnify and hold harmless the Company and each of
its Directors who is not an "interested person" of the Company, as defined in
the 1940 Act (collectively the "Company's Indemnified Parties" for
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purposes of this paragraph 17) against any losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Trust) or expenses or actions to which such Indemnified Parties may
become subject, under the Federal securities laws or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements:
(i) arise as a result of any failure by the Trust or Distributor to
provide the services and furnish the materials under the terms of this
Agreement; or
(ii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in registration statement
or Prospectus or sales literature of the Trust (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, provided that this Agreement to indemnify shall not apply as to
the Company's Indemnified Parties if such statement or omission was made in
reliance upon and in conformity with information furnished to the Trust or
Distributor by or on behalf of the Company for use in the registration
statement or Prospectus for the Trust or in sales literature (or any
amendment or supplement) or otherwise for use in connection with the sale
of the Contracts or Trust shares; or
(iii) arise out of or result from any material breach of any
representation and/or warranty made by the Trust or the Distributor in this
Agreement or arise out of or result from any other material breach of this
Agreement by the Trust or the Distributor, including a failure, whether
unintentional or in good faith or otherwise, to comply with the
requirements specified in paragraph 8 of this Agreement.
(b) The Trust represents and warrants that the Trust will at all times
invest its assets in such a manner as to ensure that the Contracts will be
treated as variable annuity or flexible premium life insurance contracts
under the Code and the regulations thereunder. Without limiting the scope of
the foregoing, the Trust will at all times comply with Section 817(h) of the
Code and Treasury Regulation 1.817-5, as amended from time to time, and any
Treasury interpretations thereof, relating to the diversification
requirements for variable annuity or variable life insurance contracts and
any amendments or other modifications to such section or Regulations.
(c) Trust shares will not be sold to any person or entity that would
result in the Contracts not being treated as annuity contracts or variable
life contracts.
(d) The Trust and the Distributor will reimburse the Company for any
legal or other expenses reasonably incurred by the Company's Indemnified
Parties in connection with investigating or defending of any such loss,
claim, damage, liability or action.
(e) Promptly after receipt by any of the Company's Indemnified Parties
of notice of the commencement of any action, or the making of any claim for
which indemnity may apply under this paragraph, the Company's Indemnified
Parties will, if a claim in respect thereof is to be made against the
Company, notify the Trust or the Distributor of commencement thereof; but the
omission so to notify the Trust or the Distributor will not relieve the Trust
or the Distributor from any liability which it may have to the Company's
Indemnified Parties otherwise than under this Agreement. In case any such
action is brought against the Company's Indemnified Parties, and the Trust or
the Distributor is notified of the commencement thereof, the Trust or the
Distributor will be entitled to participate therein and to assume the defense
thereof, with counsel satisfactory to the party named in the action, and
after notice from the Trust or the Distributor to such party of the Trust's
or the Distributor's election to assume the defense thereof, the Trust or the
Distributor will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
18. INDEMNIFICATION OF TRUST BY OR OF DISTRIBUTOR. For purposes of this
Agreement, the Trust and the Distributor shall indemnify each other according
to the terms of the Distribution Agreement, the terms of which are
incorporated by reference.
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19. POTENTIAL CONFLICTS. (a) The Trustees of the Trust will monitor the
operations of the Trust for the existence of any material irreconcilable
conflict between the interests of the contract owners of all separate
accounts investing in the Trust. An irreconcilable material conflict may
arise for a variety of reasons, including: (i) an action by any state
insurance regulatory authority; (ii) a change in applicable Federal or state
insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
action by insurance, tax, or securities regulatory authorities; (iii) an
administrative or judicial decision in any relevant proceeding; (iv) the
manner in which the investments of any Portfolio are being managed; (v) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (vi) a decision by an insurer to
disregard the voting instructions of contract owners. The Trustees shall
promptly inform the Company if they determine that an irreconcilable material
conflict exists and the implications thereof.
(b) The Company will report any potential or existing conflicts of which
it is aware to the Trustees of the Trust. The Company will assist the
Trustees in carrying out their responsibilities under the Shared Funding
Exemptive Order, sections (a) and (b) of this paragraph, by providing the
Trustees with all information reasonably necessary for the Trustees to
consider any issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Trustees whenever contract owner
voting instructions are disregarded.
(c) If it is determined by a majority of the Trustees, or a majority of
the Trustees who are not parties to this Agreement or interested persons of
any such party and who have no direct or indirect financial interest in this
Agreement or any agreement related thereto (the "Independent Trustees"), that
a material irreconcilable conflict exists, the Company shall, at its expense
and to the extent reasonably practicable (as determined by a majority of the
Independent Trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (i)
withdrawing the assets allocable to the Account from the Trust or any
Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Trust, or submitting
the question whether such segregation should be implemented to a vote of all
affected contract owners and, as appropriate, segregating the assets of life
insurance contract owners invested in the Account from those of any other
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the
contract owners the option of making such a change; and (ii) establishing a
new registered management investment company or managed separate account.
(d) If a material irreconcilable conflict arises because of a decision
by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote,
the Company may be required, at the Trust's election, to withdraw the
Account's investment in the Trust and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the Independent Trustees. Any such withdrawal and termination
must take place within six (6) months after the Trust gives written notice
that this provision is being implemented, and until the end of that six month
period the Distributor and Trust shall continue to accept and implement
orders by the Company for the purchase (and redemption) of shares of the
Trust.
(e) If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within six
months after the Trustees inform the Company in writing that they have
determined that such decision has created an irreconcilable material
conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the Independent Trustees. Until the
end of the foregoing six month period, the Distributor and Trust shall
continue to accept and implement orders by the Company for the purchase (and
redemption) of shares of the Trust.
(f) For purposes of sections (c) through (f) of this paragraph, a
majority Of the Independent Trustees shall determine whether any proposed
action adequately remedies any irreconcilable material conflict,
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but in no event will the Trust be required to establish a new funding medium
for the Contracts. The Company shall not be required by section (c) to
establish a new funding medium for the Contracts if an offer to do so has
been declined by vote of a majority of contract owners materially adversely
affected by the irreconcilable material conflict. In the event that the
Trustees determine that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within six (6)
months after the Trustees inform the Company in writing of the foregoing
determination, provided, however, that such withdrawal and termination shall
be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the Independent Trustees.
(g) If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared Funding
Exemptive Order, then (a) the Trust and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to
comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to
the extent such Rules are applicable; and (b) paragraphs 11(a), 11(b), 19(a),
19(b), 19(c), 19(d), 19(e) and 19(f) of this Agreement shall continue in
effect only to the extent that terms and conditions substantially identical
to such paragraphs are contained in such Rule(s) as so amended or adopted.
20. DURATION OF THIS AGREEMENT. This Agreement shall become effective as
of the date first above written and shall remain in force until April 30,
1998 and thereafter, but only so long as such continuance is specifically
approved at least annually by the Trustees of the Trust, or by the vote of a
majority of the outstanding voting securities of the Trust, cast in person or
by proxy. This Agreement also may be terminated in accordance with paragraph
15 hereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested person," when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.
21. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended by the
parties only if such amendment is specifically approved by: (i) the Trustees
of the Trust, or by the vote of a majority of outstanding voting securities
of the Trust, and (ii) a majority of the Independent Trustees, cast in person
at a meeting called for the purpose of voting on such approval.
22. GOVERNING LAW. This Agreement shall be construed in accordance with
the law of the State of New York and the applicable provisions of the 1933,
1934 and 1940 Acts and the rules and regulations and rulings thereunder
including such exemptions from those statutes, rules and regulations as the
SEC may grant and the terms hereof shall be interpreted and construed in
accordance therewith. To the extent the applicable law of the State of New
York, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control. If any provision of
this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise the remainder of the Agreement shall not be affected
thereby.
23. NOTICES. Any notice under this Agreement shall be in writing and if
to the Trust, delivered or mailed postage prepaid to it at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; if to the Distributor, delivered or mailed
postage prepaid to it at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; and if
to the Company, delivered or mailed postage prepaid to it at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The parties shall have the right to designate
any other address hereafter by written notice to the other parties.
24. PERSONAL LIABILITY. The Declaration of Trust establishing ▇▇▇▇
▇▇▇▇▇▇ Variable Investment Series, dated February 24, 1983, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that
the name ▇▇▇▇ ▇▇▇▇▇▇ Variable Investment Series refers to the Trustees under
the Declaration collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder, officer, employee or agent of ▇▇▇▇
▇▇▇▇▇▇ Variable Investment Series shall be held to any personal liability,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said ▇▇▇▇
▇▇▇▇▇▇ Variable Investment Series, but the Trust Estate only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
COMPANY:
ATTEST: PARAGON LIFE INSURANCE COMPANY
By:
--------------------------------- ---------------------------------
TRUST:
▇▇▇▇ ▇▇▇▇▇▇ VARIABLE INVESTMENT SERIES
By:
--------------------------------- ---------------------------------
DISTRIBUTOR:
▇▇▇▇ ▇▇▇▇▇▇ DISTRIBUTORS INC.
By:
--------------------------------- ---------------------------------
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