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Title: |
Fund Participation Agreement |
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Date: |
2007 |
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Preview shows 10KB of 59KB total |
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Price: |
$48 |
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ID: |
#2841807 |
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FUND PARTICIPATION AGREEMENT (SELIGMAN)
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is made this 8th day of December, 2000, between Seligman Portfolios, Inc., an open-end management investment company organized as a Maryland Corporation (the Fund), Seligman Advisors, Inc. (the Distributor), a Delaware corporation, and Peoples Benefit Life Insurance Company, a stock life insurance company organized under the laws of the State of Iowa (the Company), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the Account).
W I T N E S S E T H :
WHEREAS, the Fund is a registered open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and has filed a currently effective registration statement to offer and sell its shares under the Securities Act of 1933, as amended (the 1933 Act); and
WHEREAS, the Fund desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Fund (the Participating Insurance Companies) to be issued by the Company; and
WHEREAS, the shares of the Fund are divided into several series of shares, each series representing an interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available under this Agreement by mutual agreement of the parties hereto, (the Portfolios); and
WHERAS, J. & W. Seligman & Co. Incorporated (the Adviser) is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 (the Advisers Act) and any applicable state securities law; and
WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (SEC) granting Participating Insurance Companies (as defined in the Funds application for such order) and their 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 Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and certain qualified pension and retirement plans (the Exemptive Order); and
WHEREAS, the Company has registered or will register certain variable life insurance policies and/or variable annuity contracts under the 1933 Act (the Contracts) or will not register the Contracts in proper reliance on an exemption from registration under the 1933 Act; and
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WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and
WHEREAS, the Distributor is registered as a broker-dealer with the Securities and Exchange Commission (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, to the extent permitted by applicable insurance laws and regulation, the Company intends to purchase shares of one or more Portfolios on behalf of each Account to fund certain of the aforesaid variable life and variable annuity contracts and the Distributor is authorized to sell such shares to unit investment trusts, such as each Account, at net asset value;
NOW THEREFORE, in consideration of their mutual covenants contained herein, the parties hereto agree as follows:
ARTICLE I.
Sale of Fund Shares
1.1. The Distributor agrees to sell to the Company (subject to the Distributors right to cancel any purchase of shares for the non-payment thereof) those shares of the Fund which each Account orders, executing such orders at the net asset value next computed after receipt by the Fund (or its agent) of the order for the shares of the Fund.
1.2. The Fund shall make Class 2 shares of its Portfolios available for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Directors of the Fund (the Directors) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Directors acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.
1.3. The Fund agrees to redeem for cash, on the Companys request, any full or fractional shares of any Portfolio held by the Company or the Account, executing such requests at the net asset value next computed after receipt by the Fund (or its agent) of the request for redemption, as established in accordance with the provisions of the then current prospectus of the Fund. The Fund shall make payment for such shares in the manner established from time to time by the Fund, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act.
1.4. For the purposes of Sections 1.1, 1.2 and 1.3, the Fund hereby appoints the Company as its agent for the limited purpose of receiving and accepting purchase and redemption
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orders resulting from investment in and payments under the Contracts. Receipt by the Company shall constitute receipt by the Fund provided that (i) such orders are received by the Company in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus and (ii) the Fund receives notice of such orders by 10:00 a.m. eastern time on the next following Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.
1.5. Purchase orders that are transmitted to the Fund in accordance with Section 1.4 shall be paid for on the same Business Day that the Fund receives notice of the order. Payments shall be made in federal funds transmitted by wire. Upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.
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