Filed with the Securities and Exchange Commission on January 28, 1998.
File No. 2-96461
File No. 811-4257
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
----
Post-Effective Amendment No. 23
----
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 27
-----
Scudder Variable Life Investment Fund
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, MA 02110-4103
------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2567
Thomas F. McDonough
Scudder Kemper Investments, Inc.
Two International Place, Boston, MA 02110-4103
(Name Address of Agent for Service)
It is proposed that this filing will become effective
X immediately upon filing pursuant to paragraph (b)
---
___ on May 1, 1997 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(i)
___ on ________________ pursuant to paragraph (a)(i)
___ 75 days after filing pursuant to paragraph (a)(ii)
___ on ____________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
MONEY MARKET PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis NOT APPLICABLE
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT CONCEPT OF THE FUND;
Description of INVESTMENT OBJECTIVES AND POLICIES OF THE
Registrant PORTFOLIO; SPECIAL RISK CONSIDERATIONS;
POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO;
INVESTMENT RESTRICTIONS
5. Management of the INVESTMENT ADVISER; PORTFOLIO MANAGEMENT;
Fund ADDITIONAL INFORMATION
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and TAX STATUS, DIVIDENDS AND DISTRIBUTIONS;
Other Securities SHAREHOLDER COMMUNICATIONS; ADDITIONAL
INFORMATION
7. Purchase of DISTRIBUTOR; PURCHASES AND REDEMPTIONS;
Securities Being NET ASSET VALUE
Offered
8. Redemption or PURCHASES AND REDEMPTIONS;
Repurchase NET ASSET VALUE
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 1
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
MONEY MARKET PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ -----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information ORGANIZATION AND CAPITALIZATION
and History
13. Investment Objectives INVESTMENT OBJECTIVE AND POLICIES;
and Policies POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO; INVESTMENT RESTRICTIONS;
PORTFOLIO TURNOVER
14. Management of the Fund MANAGEMENT
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory INVESTMENT ADVISER AND DISTRIBUTOR;
and Other Services EXPERTS
17. Brokerage Allocation ALLOCATION OF PORTFOLIO BROKERAGE
18. Capital Stock and ORGANIZATION AND CAPITALIZATION;
Other Securities ADDITIONAL INFORMATION
19. Purchase, Redemption PURCHASES AND REDEMPTIONS;
and Pricing of NET ASSET VALUE;
Securities Being DIVIDENDS AND DISTRIBUTIONS
Offered
20. Tax Status TAX STATUS; DIVIDENDS AND DISTRIBUTIONS
21. Underwriters INVESTMENT ADVISER AND DISTRIBUTOR
22. Calculations of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 2
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
BOND PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis NOT APPLICABLE
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT CONCEPT OF THE FUND;
Description of INVESTMENT OBJECTIVES AND POLICIES OF THE
Registrant PORTFOLIO; SPECIAL RISK CONSIDERATIONS;
POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO;
INVESTMENT RESTRICTIONS
5. Management of the INVESTMENT ADVISER; PORTFOLIO MANAGEMENT;
Fund ADDITIONAL INFORMATION
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and TAX STATUS, DIVIDENDS AND DISTRIBUTIONS;
Other Securities SHAREHOLDER COMMUNICATIONS; ADDITIONAL
INFORMATION
7. Purchase of DISTRIBUTOR; PURCHASES AND REDEMPTIONS;
Securities Being NET ASSET VALUE
Offered
8. Redemption or PURCHASES AND REDEMPTIONS;
Repurchase NET ASSET VALUE
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 3
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
BOND PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information ORGANIZATION AND CAPITALIZATION
and History
13. Investment Objectives INVESTMENT OBJECTIVE AND POLICIES;
and Policies POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO; INVESTMENT RESTRICTIONS;
PORTFOLIO TURNOVER
14. Management of the Fund MANAGEMENT
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory INVESTMENT ADVISER AND DISTRIBUTOR;
and Other Services EXPERTS
17. Brokerage Allocation ALLOCATION OF PORTFOLIO BROKERAGE
18. Capital Stock and ORGANIZATION AND CAPITALIZATION;
Other Securities ADDITIONAL INFORMATION
19. Purchase, Redemption PURCHASES AND REDEMPTIONS;
and Pricing of NET ASSET VALUE;
Securities Being DIVIDENDS AND DISTRIBUTIONS
Offered
20. Tax Status TAX STATUS; DIVIDENDS AND DISTRIBUTIONS
21. Underwriters INVESTMENT ADVISER AND DISTRIBUTOR
22. Calculations of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 4
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
BALANCED PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis NOT APPLICABLE
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT CONCEPT OF THE FUND;
Description of INVESTMENT OBJECTIVES AND POLICIES OF THE
Registrant PORTFOLIO; SPECIAL RISK CONSIDERATIONS;
POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO;
INVESTMENT RESTRICTIONS
5. Management of the INVESTMENT ADVISER; PORTFOLIO MANAGEMENT;
Fund ADDITIONAL INFORMATION
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and TAX STATUS, DIVIDENDS AND DISTRIBUTIONS;
Other Securities SHAREHOLDER COMMUNICATIONS; ADDITIONAL
INFORMATION
7. Purchase of DISTRIBUTOR; PURCHASES AND REDEMPTIONS;
Securities Being NET ASSET VALUE
Offered
8. Redemption or PURCHASES AND REDEMPTIONS;
Repurchase NET ASSET VALUE
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 5
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
BALANCED PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information ORGANIZATION AND CAPITALIZATION
and History
13. Investment Objectives INVESTMENT OBJECTIVE AND POLICIES;
and Policies POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO; INVESTMENT RESTRICTIONS;
PORTFOLIO TURNOVER
14. Management of the Fund MANAGEMENT
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory INVESTMENT ADVISER AND DISTRIBUTOR;
and Other Services EXPERTS
17. Brokerage Allocation ALLOCATION OF PORTFOLIO BROKERAGE
18. Capital Stock and ORGANIZATION AND CAPITALIZATION;
Other Securities ADDITIONAL INFORMATION
19. Purchase, Redemption PURCHASES AND REDEMPTIONS;
and Pricing of NET ASSET VALUE;
Securities Being DIVIDENDS AND DISTRIBUTIONS
Offered
20. Tax Status TAX STATUS; DIVIDENDS AND DISTRIBUTIONS
21. Underwriters INVESTMENT ADVISER AND DISTRIBUTOR
22. Calculations of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 6
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
GROWTH AND INCOME PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis NOT APPLICABLE
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT CONCEPT OF THE FUND;
Description of INVESTMENT OBJECTIVES AND POLICIES OF THE
Registrant PORTFOLIO; SPECIAL RISK CONSIDERATIONS;
POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO;
INVESTMENT RESTRICTIONS
5. Management of the INVESTMENT ADVISER; PORTFOLIO MANAGEMENT;
Fund ADDITIONAL INFORMATION
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and TAX STATUS, DIVIDENDS AND DISTRIBUTIONS;
Other Securities SHAREHOLDER COMMUNICATIONS; ADDITIONAL
INFORMATION
7. Purchase of DISTRIBUTOR; PURCHASES AND REDEMPTIONS;
Securities Being NET ASSET VALUE
Offered
8. Redemption or PURCHASES AND REDEMPTIONS;
Repurchase NET ASSET VALUE
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 7
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
GROWTH AND INCOME PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information ORGANIZATION AND CAPITALIZATION
and History
13. Investment Objectives INVESTMENT OBJECTIVE AND POLICIES;
and Policies POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO; INVESTMENT RESTRICTIONS;
PORTFOLIO TURNOVER
14. Management of the Fund MANAGEMENT
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory INVESTMENT ADVISER AND DISTRIBUTOR;
and Other Services EXPERTS
17. Brokerage Allocation ALLOCATION OF PORTFOLIO BROKERAGE
18. Capital Stock and ORGANIZATION AND CAPITALIZATION;
Other Securities ADDITIONAL INFORMATION
19. Purchase, Redemption PURCHASES AND REDEMPTIONS;
and Pricing of NET ASSET VALUE;
Securities Being DIVIDENDS AND DISTRIBUTIONS
Offered
20. Tax Status TAX STATUS; DIVIDENDS AND DISTRIBUTIONS
21. Underwriters INVESTMENT ADVISER AND DISTRIBUTOR
22. Calculations of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 8
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
CAPITAL GROWTH PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis NOT APPLICABLE
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT CONCEPT OF THE FUND;
Description of INVESTMENT OBJECTIVES AND POLICIES OF THE
Registrant PORTFOLIO; SPECIAL RISK CONSIDERATIONS;
POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO;
INVESTMENT RESTRICTIONS
5. Management of the INVESTMENT ADVISER; PORTFOLIO MANAGEMENT;
Fund ADDITIONAL INFORMATION
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and TAX STATUS, DIVIDENDS AND DISTRIBUTIONS;
Other Securities SHAREHOLDER COMMUNICATIONS; ADDITIONAL
INFORMATION
7. Purchase of DISTRIBUTOR; PURCHASES AND REDEMPTIONS;
Securities Being NET ASSET VALUE
Offered
8. Redemption or PURCHASES AND REDEMPTIONS;
Repurchase NET ASSET VALUE
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 9
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
CAPITAL GROWTH PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information ORGANIZATION AND CAPITALIZATION
and History
13. Investment Objectives INVESTMENT OBJECTIVE AND POLICIES;
and Policies POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO; INVESTMENT RESTRICTIONS;
PORTFOLIO TURNOVER
14. Management of the Fund MANAGEMENT
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory INVESTMENT ADVISER AND DISTRIBUTOR;
and Other Services EXPERTS
17. Brokerage Allocation ALLOCATION OF PORTFOLIO BROKERAGE
18. Capital Stock and ORGANIZATION AND CAPITALIZATION;
Other Securities ADDITIONAL INFORMATION
19. Purchase, Redemption PURCHASES AND REDEMPTIONS;
and Pricing of NET ASSET VALUE;
Securities Being DIVIDENDS AND DISTRIBUTIONS
Offered
20. Tax Status TAX STATUS; DIVIDENDS AND DISTRIBUTIONS
21. Underwriters INVESTMENT ADVISER AND DISTRIBUTOR
22. Calculations of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 10
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
GLOBAL DISCOVERY PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis NOT APPLICABLE
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT CONCEPT OF THE FUND;
Description of INVESTMENT OBJECTIVES AND POLICIES OF THE
Registrant PORTFOLIO; SPECIAL RISK CONSIDERATIONS;
POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO;
INVESTMENT RESTRICTIONS
5. Management of the INVESTMENT ADVISER; PORTFOLIO MANAGEMENT;
Fund ADDITIONAL INFORMATION
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and TAX STATUS, DIVIDENDS AND DISTRIBUTIONS;
Other Securities SHAREHOLDER COMMUNICATIONS; ADDITIONAL
INFORMATION
7. Purchase of DISTRIBUTOR; PURCHASES AND REDEMPTIONS;
Securities Being NET ASSET VALUE
Offered
8. Redemption or PURCHASES AND REDEMPTIONS;
Repurchase NET ASSET VALUE
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 11
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
GLOBAL DISCOVERY PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information ORGANIZATION AND CAPITALIZATION
and History
13. Investment Objectives INVESTMENT OBJECTIVE AND POLICIES;
and Policies POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO; INVESTMENT RESTRICTIONS;
PORTFOLIO TURNOVER
14. Management of the Fund MANAGEMENT
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory INVESTMENT ADVISER AND DISTRIBUTOR;
and Other Services EXPERTS
17. Brokerage Allocation ALLOCATION OF PORTFOLIO BROKERAGE
18. Capital Stock and ORGANIZATION AND CAPITALIZATION;
Other Securities ADDITIONAL INFORMATION
19. Purchase, Redemption PURCHASES AND REDEMPTIONS;
and Pricing of NET ASSET VALUE;
Securities Being DIVIDENDS AND DISTRIBUTIONS
Offered
20. Tax Status TAX STATUS; DIVIDENDS AND DISTRIBUTIONS
21. Underwriters INVESTMENT ADVISER AND DISTRIBUTOR
22. Calculations of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 12
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
INTERNATIONAL PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis NOT APPLICABLE
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT CONCEPT OF THE FUND;
Description of INVESTMENT OBJECTIVES AND POLICIES OF THE
Registrant PORTFOLIO; SPECIAL RISK CONSIDERATIONS;
POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO;
INVESTMENT RESTRICTIONS
5. Management of the INVESTMENT ADVISER; PORTFOLIO MANAGEMENT;
Fund ADDITIONAL INFORMATION
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and TAX STATUS, DIVIDENDS AND DISTRIBUTIONS;
Other Securities SHAREHOLDER COMMUNICATIONS; ADDITIONAL
INFORMATION
7. Purchase of DISTRIBUTOR; PURCHASES AND REDEMPTIONS;
Securities Being NET ASSET VALUE
Offered
8. Redemption or PURCHASES AND REDEMPTIONS;
Repurchase NET ASSET VALUE
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 13
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
INTERNATIONAL PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information ORGANIZATION AND CAPITALIZATION
and History
13. Investment Objectives INVESTMENT OBJECTIVE AND POLICIES;
and Policies POLICIES AND TECHNIQUES APPLICABLE TO THE
PORTFOLIO; INVESTMENT RESTRICTIONS;
PORTFOLIO TURNOVER
14. Management of the Fund MANAGEMENT
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory INVESTMENT ADVISER AND DISTRIBUTOR;
and Other Services EXPERTS
17. Brokerage Allocation ALLOCATION OF PORTFOLIO BROKERAGE
18. Capital Stock and ORGANIZATION AND CAPITALIZATION;
Other Securities ADDITIONAL INFORMATION
19. Purchase, Redemption PURCHASES AND REDEMPTIONS;
and Pricing of NET ASSET VALUE;
Securities Being DIVIDENDS AND DISTRIBUTIONS
Offered
20. Tax Status TAX STATUS; DIVIDENDS AND DISTRIBUTIONS
21. Underwriters INVESTMENT ADVISER AND DISTRIBUTOR
22. Calculations of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 14
<PAGE>
Part A
Part A of this Post-Effective Amendment No. 23 to the Registration Statement is
incorporated by reference in its entirety to Scudder Variable Life Investment
Fund's current Post-Effective Amendment No. 22 on Form N-1A filed on April 29,
1997 and to its definitive Rule 497(c) filing on May 13, 1997.
<PAGE>
Part B
Part B of this Post-Effective Amendment No. 23 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Variable Life
Investment Fund's current Post-Effective Amendment No. 22 on Form N-1A filed on
April 29, 1997 and to its definitive Rule 497(c) filing on May 13, 1997.
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
a. Financial Statements
Included in Part A of this Registration Statement:
Financial Highlights for: the ten years ended December
31, 1996 for the Money Market Portfolio, the Bond
Portfolio, the Capital Growth Portfolio and the Balanced
Portfolio; the period May 2, 1994 (commencement of
operations) to December 31, 1994 and for the two years
ended December 31, 1996 for the Growth and Income
Portfolio; the period May 1, 1987 (commencement of
operations) to December 31, 1987 and the nine years
ended December 31, 1996 for the International Portfolio;
the period May 1, 1996 (commencement of operations) to
December 31, 1996 for the Global Discovery Portfolio.
(Incorporated by reference to Post-Effective Amendment
No. 22 to this Registration Statement.)
Included in Part B of this Registration Statement:
Investment Portfolios as of December 31, 1996.
Statements of Assets and Liabilities as of December 31,
1996. Statements of Operations for the fiscal year ended
December 31, 1996. Statements of Changes in Net Assets
for the year ended December 31, 1996. Financial
Highlights for: the ten years ended December 31, 1996
for the Money Market Portfolio, the Bond Portfolio, the
Capital Growth Portfolio and the Balanced Portfolio; the
period May 2, 1994 (commencement of operations) to
December 31, 1995 and the fiscal year ended December 31,
1996 for the Growth and Income Portfolio; the period May
1, 1987 (commencement of operations) to December 31,
1987 and the nine years ended December 31, 1996 for the
International Portfolio; the period May 1, 1996
(commencement of operations) to December 31, 1996 for
the Global Discovery Portfolio. Notes to Financial
Statements are filed herein. (Incorporated by reference
to Post-Effective Amendment No. 22 to this Registration
Statement.)
Statements, schedules and historical information other than
those listed above have been omitted since they are either not
applicable or are not required.
b. Exhibits:
1. (a) Declaration of Trust of the Registrant dated March
15, 1985 is filed herein.
(b) Amendment to the Declaration of Trust dated March
10, 1988 is filed herein.
(c) Establishment and Designation of Series of Shares
of Beneficial Interest, without Par Value is filed
herein.
(e)(1) Establishment and Designation of Series of
Beneficial Interest, without Par Value dated
February 9, 1996.
(Previously filed as Exhibit 1(e)(1) to
Post-Effective Amendment No. 22 to this
Registration Statement.)
Part C - Page 1
<PAGE>
(f) Amended Establishment and Designation of Series of
Shares of Beneficial Interest, without Par Value
dated April 15, 1988 is filed herein.
(g) Redesignation of Series is filed herein.
(h) Abolition of Series is filed herein.
(i) Amended Establishment and Designation of Series of
Shares of Beneficial Interest, without Par Value,
with respect to the Growth and Income Portfolio
dated February 11, 1994 is filed herein.
2. (a) By-Laws of the Registrant dated March 15, 1985 is
filed herein.
(b) Amendment to the By-Laws of the Registrant dated
November 13, 1991 is filed herein.
3. Inapplicable.
4. Inapplicable.
5. (a) Investment Advisory Agreement between the
Registrant and Scudder, Stevens & Clark Ltd. dated
November 14, 1986 is filed herein.
(b) Investment Advisory Agreement between the
Registrant and Scudder, Stevens & Clark, Inc. with
respect to the Managed International Portfolio is
filed herein.
(c) Investment Advisory Agreement between the
Registrant and Scudder, Stevens & Clark, Inc. with
respect to the Managed Natural Resources Portfolio
dated May 2, 1988 is filed herein.
(c)(1) Investment Advisory Agreement between the
Registrant and Scudder, Stevens & Clark, Inc. with
respect to the Growth and Income Portfolio dated
May 1, 1994 is filed herein.
(d) Form of an Investment Advisory Agreement between
the Registrant and Scudder, Stevens & Clark, Inc.
with respect to the Global Discovery Portfolio
dated May 1,1996.
(Previously filed as Exhibit 5(d) to Post-Effective
Amendment No. 17 to this Registration Statement.)
(d)(1) Investment Advisory Agreement between the
Registrant and Scudder, Stevens & Clark, Inc. with
respect to the Global Discovery Portfolio dated May
1, 1996.
(Previously filed as Exhibit 5(d)(1) to
Post-Effective Amendment No. 19 to this
Registration Statement.)
(e) Investment Advisory Agreement between the
Registrant and Scudder, Stevens & Clark, Inc. with
respect to the International Portfolio dated August
12, 1996.
(Previously filed as Exhibit 5(e) to Post-Effective
Amendment No. 23 to the Registration Statement.)
6. (a) Underwriting Agreement between the Registrant and
Scudder Investor Services, Inc., dated July 12,
1985 is filed herein.
Part C - Page 2
<PAGE>
(a)(1) Underwriting Agreement between the Registrant and
Scudder Investor Services, Inc., dated October 5,
1995.
(Previously filed as Exhibit 6(a)(1) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
(b) Participating Contract and Policy Agreement between
Scudder Investor Services, Inc. and Participating
Insurance Companies is filed herein.
(b)(1) Form of a Selected Dealer Agreement between Scudder
Fund Distributors, Inc. and Participating Insurance
Companies is filed herein.
(c) Participating Contract and Policy Agreement between
Scudder Investor Services, Inc. and Carillon
Investments, Inc. dated February 18, 1992 is filed
herein.
(d) Participating Contract and Policy Agreement between
Scudder Investor Services, Inc. and AEtna Life
Insurance and Annuity Company dated April 27, 1992
is filed herein.
(e) Participating Contract and Policy Agreement between
Scudder Investor Services, Inc. and PNMR
Securities, Inc. dated December 1, 1992 is filed
herein.
(f) Prototype Participating Contract and Policy
Agreement is filed herein.
(f)(1) Prototype Participating Contract and Policy
Agreement.
(Previously filed as Exhibit 6(f)(1) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
7. Inapplicable.
8. (a) Form of a Custodian Contract between the Registrant
and State Street Bank and Trust Company is filed
herein.
(a)(1) Custodian Agreement between the Registrant and
Brown Brothers Harriman & Co. dated April 15, 1996.
(Previously filed as Exhibit 8(a)(1) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
(a)(2) Custodian Agreement between the Registrant and
Brown Brothers Harriman & Co. dated April 29, 1996
is filed herein.
(Previously filed as Exhibit 8(a)(2) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
(b) Fee schedule for Exhibit 8(a) is filed herein.
(b)(1) Fee schedule for Exhibit 8(a) is filed herein.
(c) Amendment to the Custodian Contract dated February
17, 1987 is filed herein.
(d) Amendment to the Custodian Contract dated February
17, 1987 is filed herein.
(e) Amendment to the Custodian Contract dated August
13, 1987 is filed herein.
Part C - Page 3
<PAGE>
(f) Amendment to the Custodian Contract dated August
12, 1988 is filed herein.
(g) Amendment to the Custodian Contract dated August 9,
1991 is filed herein.
(h) Fee Schedule for Exhibit 8(a) is filed herein.
9. (a)(1) Transfer, Dividend Disbursing and Plan Agency
Agreement between the Registrant and State Street
Bank and Trust Company dated July 12, 1985 is filed
herein.
(a)(2) Fee schedule for Exhibit 9(a)(1) is filed herein.
(a)(2)(iFee schedule for Exhibit 9(a)(1) is filed herein.
(a)(3) Transfer Agency and Service Agreement between the
Registrant and Scudder Service Corporation dated
April 6, 1992 is filed herein.
(b)(1) Form of a Participation Agreement is filed herein.
(b)(2) Form of a Participation Agreement is filed herein.
(c)(3) Amendment to Participation Agreement between the
Registrant and Charter National Life Insurance
Company dated May 2, 1988 is filed herein.
(c)(4) Amendment to Participation Agreement between the
Registrant and Charter National Life Insurance
Company dated June 30, 1991 is filed herein.
(c)(5) Participation Agreement between the Registrant and
The Union Central Life Insurance Company dated
February 18, 1992 is filed herein.
(c)(6) Participation Agreement between the Registrant and
AEtna Life Insurance and Annuity Company dated April
27, 1992 is filed herein.
(c)(7) Participation Agreement between the Registrant and
Safeco Life Insurance Companies dated December 31,
1992 is filed herein.
(c)(8) Prototype Participation Agreement - Form A is filed
herein.
(c)(9) Prototype Participation Agreement - Form B is filed
herein.
(c)(9)(1)Prototype Participation Agreement.
(Previously filed as Exhibit 9(c)(9)(1) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
(c)(10) First Amendment to the Fund Participation Agreement
between AEtna Life Insurance and Annuity Company and
the Fund dated February 19, 1993 is filed herein.
(c)(11) Second Amendment to the Fund Participation Agreement
between AEtna Life Insurance and Annuity Company and
the Fund dated August 13, 1993 is filed herein.
Part C - Page 4
<PAGE>
(c)(12) First Amendment to the Participation Agreement
between Mutual of America Life Insurance Company,
The American Life Insurance Company of New York and
the Fund dated August 13, 1993 is filed herein.
(c)(13) First Amendment to the Participation Agreement
between The Union Central Life Insurance Company
and the Fund dated September 30, 1993 is filed
herein.
(c)(14) Participation Agreement between the Registrant and
American Life Assurance Corporation dated May 3,
1993.
(Previously filed as Exhibit 9(c)(14) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(15) Participation Agreement between the Registrant and
AUSA Life Insurance Company, Inc. dated October 21,
1993.
(Previously filed as Exhibit 9(c)(15) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(16) Participation Agreement between the Registrant and
Banner Life Insurance Company dated January 18,
1990.
(Previously filed as Exhibit 9(c)(16) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(17) Participation Agreement between the Registrant and
Banner Life Insurance Company dated January 18,
1995.
(Previously filed as Exhibit 9(c)(17) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(18) Participation Agreement between the Registrant and
Fortis Benefits Insurance Company dated June 1,
1994.
(Previously filed as Exhibit 9(c)(18) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(19) Participation Agreement between the Registrant and
Lincoln Benefit Life Company dated December 30,
1993.
(Previously filed as Exhibit 9(c)(19) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(20) Participation Agreement between the Registrant and
Charter National Life Insurance Company dated
September 3, 1993.
(Previously filed as Exhibit 9(c)(20)to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(21) Participation Agreement between the Registrant and
Mutual of America Life Insurance Company dated
December 30, 1988.
(Previously filed as Exhibit 9(c)(21) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(22) First Amendment to Participation Agreement between
the Registrant and Mutual of America Life Insurance
Company dated August 13, 1993.
(Previously filed as Exhibit 9(c)(22) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(23) Participation Agreement between the Registrant and
Mutual of America Life Insurance Company dated
December 30, 1988.
(Previously filed as Exhibit 9(c)(23) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
Part C - Page 5
<PAGE>
(c)(24) First Amendment to Participation Agreement between
the Registrant and Mutual of America Life Insurance
Company dated August 13, 1993.
(Previously filed as Exhibit 9(c)(24) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(25) Participation Agreement between the Registrant and
Mutual of America Life Insurance Company dated
December 30, 1993.
(Previously filed as Exhibit 9(c)(25) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(26) Participation Agreement between the Registrant and
Paragon Life Insurance Company dated April 30, 1993.
(Previously filed as Exhibit 9(c)(26) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(27) Participation Agreement between the Registrant and
Provident Mutual Life Insurance Company of
Philadelphia dated July 21, 1993.
(Previously filed as Exhibit 9(c)(27) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(28) Participation Agreement between the Registrant and
United of Omaha Life Insurance Company dated May
15, 1994.
(Previously filed as Exhibit 9(c)(28) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(29) First Amendment to the Participation Agreement
between the Registrant and United of Omaha Life
Insurance Company dated January 23, 1995.
(Previously filed as Exhibit 9(c)(29) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(30) Participation Agreement between the Registrant and
USAA Life Insurance Company dated February 3, 1995.
(Previously filed as Exhibit 9(c)(30) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(c)(31) Amendment to the Participation Agreement, the
Reimbursement Agreement and the Participating
Contract and Policy Agreement dated February 3,
1995.
(Previously filed as Exhibit 9(c)(31) to
Post-Effective Amendment No. 16 to this
Registration Statement.)
(d) Form of an Accounting Services Agreement between
the Registrant and Scudder Investor Services, Inc.
dated August 1, 1989 is filed herein.
(d)(1) Accounting Services Agreement between the
Registrant and Scudder Fund Distributors, Inc.
dated August 1, 1989.
(e)(1) Fund Accounting Services Agreement between the
Registrant, on behalf of the Money Market Portfolio,
and Scudder Fund Accounting Corporation dated
October 1, 1994 is filed herein.
(e)(2) Fund Accounting Services Agreement between the
Registrant, on behalf of the Bond Portfolio, and
Scudder Fund Accounting Corporation dated October 1,
1994 is filed herein.
Part C - Page 6
<PAGE>
(e)(3) Fund Accounting Services Agreement between the
Registrant, on behalf of the Balanced Portfolio, and
Scudder Fund Accounting Corporation dated October 1,
1994 is filed herein.
(e)(4) Fund Accounting Services Agreement between the
Registrant, on behalf of the Growth and Income
Portfolio, and Scudder Fund Accounting Corporation
dated October 1, 1994 is filed herein.
(e)(5) Fund Accounting Services Agreement between the
Registrant, on behalf of the Capital Growth
Portfolio, and Scudder Fund Accounting Corporation
dated October 1, 1994 is filed herein.
(e)(6) Fund Accounting Services Agreement between the
Registrant, on behalf of the International
Portfolio, and Scudder Fund Accounting Corporation
dated October 1, 1994 is filed herein.
(e)(7) Fund Accounting Services Agreement between the
Registrant, on behalf of the Global Discovery
Portfolio, and Scudder Fund Accounting Corporation
dated May 1, 1996.
(Previously filed as Exhibit 9(e)(7) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
10. Inapplicable.
11. Inapplicable.
12. Inapplicable.
13. Inapplicable.
14. Inapplicable.
15. Form of Master Distribution Plan for Class B shares
pursuant to Rule 12b-1 dated February 9, 1996.
(Previously filed as Exhibit 15 to Post-Effective Amendment
No. 18 to this Registration Statement.)
(a) Master Distribution Plan for Class B shares
pursuant to Rule 12b-1 dated February 9, 1996.
(Previously filed as Exhibit 15(a) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
16. Schedule of Computation of Performance Calculation is filed
herein.
17. Inapplicable.
Item 25. Persons Controlled by or under Common Control with Registrant
As of December 31, 1996, 26.1% of the outstanding shares of
beneficial interest of the Registrant are owned by Charter National
Life Insurance Company of Missouri ("CNL"). CNL is a wholly-owned
subsidiary of Leucadia National Corporation. Leucadia National
Corporation is a New York corporation.
Part C - Page 7
<PAGE>
Item 26. Number of Holders of Securities (as of December 31, 1997)
(1) (2)
Title of Class Number of Shareholders
Shares of beneficial
interest,
of no par value
Money Market Portfolio (6)
Shares of beneficial
interest,
of no par value
Bond Portfolio (10)
Shares of beneficial
interest,
of no par value
Balanced Portfolio (6)
Shares of beneficial
interest,
of no par value
Growth and Income (6)
Portfolio
Shares of beneficial
interest,
of no par value
Capital Growth (9)
Portfolio
Shares of beneficial
interest,
of no par value
Global Discovery (3)
Portfolio
Shares of beneficial
interest,
of no par value
International Portfolio (13)
Item 27. Indemnification.
A policy of insurance covering Scudder, Stevens & Clark, Inc., its
subsidiaries including Scudder Investor Services, Inc., and all of
the registered investment companies advised by Scudder, Stevens &
Clark, Inc. insures the Registrant's Trustees and officers and
others against liability arising by reason of an alleged breach of
duty caused by any negligent act, error or accidental omission in
the scope of their duties.
Article IV, Sections 4.1 - 4.3 of Registrant's Declaration of
Trust provide as follows:
Section 4.1. No Personal Liability of Shareholders, Trustees,
etc. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Fund Property or
the acts, obligations or affairs of the Fund. No Trustee,
officer, employee or agent of the Fund shall be subject to any
personal liability whatsoever to any Person, other than to the
Fund or its Shareholders, in connection with Fund Property or
the affairs of the Fund, save only that arising from bad
faith, willful misfeasance, gross negligence or reckless
disregard of his duties with respect to such Person; and all
such Persons shall look solely to the Fund Property for
satisfaction of claims of any nature arising in connection
with the affairs of the Fund. If any Shareholder, Trustee,
officer, employee, or agent, as such, of the Fund, is made a
party to any suit or proceeding to enforce any such liability
of the Fund, he shall not, on account thereof, be held to any
personal liability. The Fund shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reason of his being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other expenses
reasonably incurred by him in
Part C - Page 8
<PAGE>
connection with any such claim or liability. The rights
accruing to a Shareholder under this Section 4.l shall not
exclude any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained
restrict the right of the Fund to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2. Non-Liability of Trustees, etc. No Trustee,
officer, employee or agent of the Fund shall be liable to the
Fund, its Shareholders, or to any Shareholder, Trustee,
officer, employee, or agent thereof for any action or failure
to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved
in the conduct of his office.
Section 4.3 Mandatory Indemnification. (a) Subject to the
exceptions and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Fund shall be indemnified by the
Fund to the fullest extent permitted by law
against all liability and against all expenses
reasonably incurred or paid by him in connection
with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or
officer and against amounts paid or incurred by
him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions,
suits or proceedings (civil, criminal, or other,
including appeals), actual or threatened; and the
words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Fund or the
Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in
good faith in the reasonable belief that his
action was in the best interest of the Fund;
(iii) in the event of a settlement or other disposition
not involving a final adjudication as provided in
paragraph (b)(i) resulting in a payment by a
Trustee or officer, unless there has been a
determination that such Trustee or officer did not
engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of his office;
(A) by the court or other body approving the
settlement or other disposition; or
(B) based upon a review of readily available
facts (as opposed to a full trial-type
inquiry) by (x) vote of a majority of the
Disinterested Trustees acting on the matter
(provided that a majority of the
Disinterested Trustees then in office act on
the matter) or (y) written opinion of
independent legal counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Fund,
shall be severable, shall not affect any other rights to
Part C - Page 9
<PAGE>
which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased
to be such Trustee or officer and shall inure to the
benefit of the heirs, executors, administrators and
assigns of such a person. Nothing contained herein
shall affect any rights to indemnification to which
personnel of the Fund other than Trustees and officers
may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to
any claim, action, suit, or proceeding of the character
described in paragraph (a) of this Section 4.3 shall be
advanced by the Fund prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the
recipient, to repay such amount if it is ultimately
determined that he is not entitled to indemnification
under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or
some other appropriate security provided by the
recipient, or the Fund shall be insured against
losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the
Disinterested Trustees act on the matter) or an
independent legal counsel in a written opinion
shall determine, based upon a review of readily
available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to
indemnification.
As used in this Section 4.3, a "Disinterested Trustee" is one
who is not (i) an "Interested Person" of the Trust (including
anyone who has been exempted from being an "Interested Person"
by any rule, regulation or order of the Commission), or (ii)
involved in the claim, action, suit or proceeding.
Item 28. Business or Other Connections of Investment Adviser
Scudder Kemper Investments, Inc. has stockholders and employees who
are denominated officers but do not as such have corporation-wide
responsibilities. Such persons are not considered officers for the
purpose of this Item 28.
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
Stephen R. Treasurer and Chief Financial Officer, Scudder Kemper
Beckwith Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting
Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution
Services, Inc.
Director and President, Scudder Capital Asset Corporation
Director and President, Scudder Capital Stock Corporation
Director and President, Scudder Capital Planning Corporation
Director and President, SS&C Investment Corporation Director
and President, SIS Investment Corporation Director and
President, SRV Investment Corporation
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investments,
Inc.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zunica Insurance Company
of Switzerland
Director, ZKI Holding Corporation
Part C - Page 10
<PAGE>
Steven Gluckstern Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company
of Switzerland
Director, Zurich Holding Company of America
Rolf Huppi Director, Chairman of the Board, Scudder Kemper
Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company
of Switzerland
Director, Chairman of the Board, Zurich Holding Company of
America
Director, ZKI Holding Corporation
Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance Officer and
Secretary, Scudder Kemper Investments, Inc.**
Director, Senior Vice President & Assistant Clerk, Scudder
Investor Services, Inc.*
Director, Vice President & Secretary, Scudder Fund
Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty
Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder
Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc.***
Director, Vice President and Secretary, Scudder, Stevens &
Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada
Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty
Advisers, Inc. x
Director and Secretary, Scudder, Stevens & Clark
Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas
Corporationoo
Director and Secretary, SFA, Inc.
Director, Vice President and Secretary, Scudder Defined
Contribution Services, Inc.
Director, Vice President and Secretary, Scudder Capital
Asset Corporation
Director, Vice President and Secretary, Scudder Capital
Stock Corporation
Director, Vice President and Secretary, Scudder Capital
Planning Corporation
Director, Vice President and Secretary, SS&C Investment
Corporation
Director, Vice President and Secretary, SIS Investment
Corporation
Director, Vice President and Secretary, SRV Investment
Corporation
Director, Vice President and Secretary, Scudder Brokerage
Services, Inc.
Director, Korea Bond Fund Management Co., Ltd.
Markus Rohrbasser Director, Scudder Kemper Investments, Inc.**
Member Corporate Executive Board, Zurich Insurance Company
of Switzerland
President, Director, Chairman of the Board, ZKI Holding
Corporation
Cornelia M. Small Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President and Chief Executive Officer, Scudder
Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas
Corporationoo
President and Director, Scudder, Stevens & Clark
Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg,
Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
Luxembourg B 34.564
*** Toronto, Ontario, Canada
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
Part C - Page 11
<PAGE>
Item 29. Principal Underwriters.
(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc. Scudder International Fund, Inc.
Scudder Investment Trust Scudder Municipal Trust Scudder Mutual
Funds, Inc. Scudder Pathway Series Scudder Portfolio Trust
Scudder Securities Trust Scudder State Tax Free Trust Scudder Tax
Free Money Fund Scudder Tax Free Trust Scudder U.S. Treasury
Money Fund Scudder Variable Life Investment Fund AARP Cash
Investment Funds AARP Growth Trust AARP Income Trust AARP Tax
Free Income Trust AARP Managed Investment Portfolios Trust The
Japan Fund, Inc.
(b)
The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of this
Item 29.
(1) (2) (3)
Positions and
Name and Principal Position and Offices with Offices with
Business Address Scudder Investor Services, Inc. Registrant
- ---------------- ------------------------------- ----------
William S. Baughman Vice President None
Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154
Mary Elizabeth Beams Vice President None
Mark S. Casady Director, President and None
Two International Place Assistant Treasurer
Boston, MA 02110
Linda Coughlin Director and Senior Vice None
Two International Place President
Boston, MA 02110
Part C - Page 12
<PAGE>
Positions and
Name and Principal Position and Offices with Offices with
Business Address Scudder Investor Services, Inc. Registrant
- ---------------- ------------------------------- ----------
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Paul J. Elmlinger Senior Vice President and None
345 Park Avenue Assistant Clerk
New York, NY 10154
Philip S. Fortuna Vice President None
William F. Glavin Vice President None
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
Thomas W. Joseph Director, Vice President, Vice President
Two International Place Treasurer
Boston, MA 02110 and Assistant Clerk
Thomas F. McDonough Clerk Vice President and
Two International Place Secretary
Boston, MA 02110
Daniel Pierce Director, Vice President Vice President and
Two International Place and Assistant Treasurer Trustee
Boston, MA 02110
Kathryn L. Quirk Director, Senior Vice President Vice President and
345 Park Avenue and Assistant Clerk Assistant Secretary
New York, NY 10154
Robert A. Rudell Vice President None
Two International Place
Boston, MA 02110
William M. Thomas Vice President None
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
Sydney S. Tucker Vice President None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
Part C - Page 13
<PAGE>
(c)
(1) (2) (3) (4) (5)
Net
Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
Scudder Investor None None None None
Services, Inc.
Item 30. Location of Accounts and Records.
Certain accounts, bookds and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., Two International Place, Boston, MA 02110-4103.
Records relating to the duties of the Registrant's custodian are
maintained by State Street Bank and Trust Company, Heritage
Drive, North Quincy, Massachusetts. Records relating to the
duties of the Registrant's transfer agent are maintained by
Scudder Service Corporation, Two International Place, Boston,
Massachusetts 02110-4103.
Item 31. Management Services.
Inapplicable.
Item 32. Undertakings.
Inapplicable.
Part C - Page 14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston and the
Commonwealth of Massachusetts on the 27th day of January, 1998.
SCUDDER VARIABLE LIFE INVESTMENT FUND
By /s/Thomas F. McDonough
-------------------------------------
Thomas F. McDonough, Vice
President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this amendment
to its Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/David B. Watts
- -------------------------
David B. Watts* President (Principal January 27, 1998
Executive Officer)
and Trustee
/s/Daniel Pierce
- -------------------------
Daniel Pierce* Vice President and January 27, 1998
Trustee
/s/Dr. Kenneth Black, Jr.
- -------------------------
Dr. Kenneth Black, Jr.* Trustee January 27, 1998
/s/Dr. Rosita P. Chang
- --------------------------
Dr. Rosita P. Chang* Trustee January 27, 1998
/s/Peter B. Freeman
- --------------------------
Peter B. Freeman* Trustee January 27, 1998
/s/Dr. J. D. Hammond
- --------------------------
Dr. J. D. Hammond* Trustee January 27, 1998
<PAGE>
/s/Edward J. O'Connell
- ---------------------------
Edward J. O'Connell Assistant Treasurer January 27, 1998
(Principal Financial
and Accounting
Officer) and Vice
President
*By:/s/Thomas F. McDonough
-------------------------
Thomas F. McDonough**
** Attorney-in-fact pursuant to the
powers of attorney contained in
the signature pages of
Post-Effective Amendment No. 9 to
the Registration Statement filed
March 3, 1989 and Post-Effective
Amendment No. 19 to the
Registration Statement filed May
1, 1996.
2
<PAGE>
File No. 2-96461
File No. 811-4257
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 23
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 27
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER VARIABLE LIFE INVESTMENT FUND
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND
EXHIBIT INDEX
Exhibit 1(a)
Exhibit 1(b)
Exhibit 1(c)
Exhibit 1(f)
Exhibit 1(g)
Exhibit 1(h)
Exhibit 1(i)
Exhibit 2(a)
Exhibit 2(b)
Exhibit 5(a)
Exhibit 5(b)
Exhibit 5(c)
Exhibit 5(c)(1)
Exhibit 6(a)
Exhibit 6(b)
Exhibit 6(b)(1)
Exhibit 6(c)
Exhibit 6(d)
Exhibit 6(e)
Exhibit 6(f)
Exhibit 8(a)
Exhibit 8(b)
Exhibit 8(b)(1)
Exhibit 8(c)
Exhibit 8(d)
Exhibit 8(e)
Exhibit 8(f)
Exhibit 8(g)
Exhibit 8(h)
Exhibit 9(a)(1)
Exhibit 9(a)(2)
Exhibit 9(a)(2)(i)
Exhibit 9(a)(3)
Exhibit 9(b)(1)
Exhibit 9(b)(2)
Exhibit 9(c)(3)
Exhibit 9(c)(4)
Exhibit 9(c)(5)
Exhibit 9(c)(6)
Exhibit 9(c)(7)
Exhibit 9(c)(8)
Exhibit 9(c)(9)
Exhibit 9(c)(10)
Exhibit 9(c)(11)
Exhibit 9(c)(12)
Exhibit 9(c)(13)
Exhibit 9(d)
Exhibit 9(d)(1)
Exhibit 9(e)(1)
Exhibit 9(e)(2)
Exhibit 9(e)(3)
Exhibit 9(e)(4)
<PAGE>
EXHIBIT INDEX
(continued)
Exhibit 9(e)(5)
Exhibit 9(e)(6)
Exhibit 16
Exhibit 1(a)
SCUDDER VARIABLE LIFE INVESTMENT FUND
DECLARATION OF TRUST
DATED MARCH 15, 1985
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I -- NAME AND DEFINITIONS 1
Section 1.1 Name 1
Section 1.2 Definitions 1
ARTICLE II -- TRUSTEES 4
Section 2.1 General Powers 4
Section 2.2 Investments 5
Section 2.3 Legal Title 8
Section 2.4 Issuance and Repurchase of
Securities 8
Section 2.5 Delegation; Committees 9
Section 2.6 Collection and Payment 9
Section 2.7 Expenses 9
Section 2.8 Manner of Acting; By-laws 10
Section 2.9 Miscellaneous Powers 11
Section 2.10 Principal Transactions 12
Section 2.11 Number of Trustees 12
Section 2.12 Election and Term 12
Section 2.13 Resignation and Removal 13
Section 2.14 Vacancies 13
Section 2.15 Delegation of Power to Other
Trustees 15
ARTICLE III -- CONTRACTS 15
Section 3.1 Underwriting Contract 15
Section 3.2 Advisory or Management Contract 16
Section 3.3 Affiliations of Trustees or
Officers, Etc. 16
Section 3.4 Compliance with 1940 Act 17
ARTICLE IV -- LIMITATIONS OF LIABILITY OF SHAREHOLDERS, 17
TRUSTEES AND OTHERS
Section 4.1 No Personal Liability of Shareholders,
Trustees, Etc. 17
Section 4.2 Non-Liability of Trustees, Etc. 19
Section 4.3 Mandatory Indemnification 19
Section 4.4 No Bond Required of Trustees 22
Section 4.5 No Duty of Investigation; Notice in
Fund Instruments, Etc. 22
Section 4.6 Reliance on Experts, Etc. 23
ARTICLE V -- SHARES OF BENEFICIAL INTEREST 24
Section 5.1 Beneficial Interest 24
Section 5.2 Rights of Shareholders 24
Section 5.3 Trust Only 25
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Page
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Section 5.4 Issuance of Shares 25
Section 5.5 Register of Shares 26
Section 5.6 Transfer of Shares 26
Section 5.7 Notices 27
Section 5.8 Treasury Shares 27
Section 5.9 Voting Powers 28
Section 5.10 Meetings of Shareholders 29
Section 5.11 Series Designation 29
ARTICLE VI -- REDEMPTION AND REPURCHASE OF SHARES 32
Section 6.1 Redemption of Shares 32
Section 6.2 Price 33
Section 6.3 Payment 33
Section 6.4 Effect of Suspension of 33
Determination of Net Asset Value
Section 6.5 Repurchase by Agreement 34
Section 6.6 Redemption of Shareholder's 35
Interest
Section 6.7 Redemption of Shares in Order 35
to Qualify as Regulated
Investment Company;
Disclosure of Holding
Section 6.8 Reductions in Number of Outstanding
Shares Pursuant to Net Asset
Value Formula 36
Section 6.9 Suspension of Right of Redemption 36
ARTICLE VII -- DETERMINATION OF NET ASSET VALUE, NET 37
INCOME AND DISTRIBUTIONS
Section 7.1 Net Asset Value 37
Section 7.2 Distributions to Shareholders 38
Section 7.3 Determination of Net Income; Constant 40
Net Asset Value; Reduction of
Outstanding Shares
Section 7.4 Power to Modify Foregoing Procedures 41
ARTICLE VIII -- DURATION, TERMINATION OF FUND: AMENDMENT; 42
MERGERS, ETC.
Section 8.1 Duration 42
Section 8.2 Termination of the Fund 42
Section 8.3 Amendment Procedure 44
Section 8.4 Merger, Consolidation and Sale 45
of Assets
Section 8.5 Incorporation 46
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ARTICLE IX -- REPORTS TO SHAREHOLDERS 47
ARTICLE X -- MISCELLANEOUS 47
Section 10.1 Filing 47
Section 10.2 Governing Law 48
Section 10.3 Counterparts 48
Section 10.4 Reliance by Third Parties 48
Section 10.5 Provisions in Conflict with Law or 49
Regulations
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<PAGE>
DECLARATION OF TRUST
OF
SCUDDER VARIABLE LIFE INVESTMENT FUND
Dated March 15, 1985
DECLARATION OF TRUST made March 15, 1985 by David S. Lee (together with
all other persons from time to time duly elected, qualified and serving as
Trustees in accordance with the provisions of Article II hereof, the
"Trustees");
WHEREAS, the Trustees desire to establish a trust for the investment and
reinvestment of funds contributed thereto; and
WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided into transferable shares of beneficial interest, as
hereinafter provided;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder shall be held and managed in
trust for the benefit of the holders, from time to time, of the shares of
beneficial interest issued hereunder and subject to the provisions hereof.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is the "Scudder
Variable Life Investment Fund" (the "Fund").
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "By-laws" means the By-laws referred to in Section 2.8 hereof, as from
time to time amended.
<PAGE>
(b) The terms "Commission" and "Interested Person", have the meanings
given them in the 1940 Act. Except as otherwise defined by the Trustees in
conjunction with the establishment of any series of Shares, the term "vote of a
majority of the Shares outstanding and entitled to vote" shall have the same
meaning as the term "vote of a majority of the outstanding voting securities"
given it in the 1940 Act.
(c) "Custodian" means any Person other than the Fund who has custody of
any Fund Property as required by ss. 17(f) of the 1940 Act, but does not include
a system for the central handling of securities described in said ss. 17(f).
(d) "Declaration" means this Declaration of Trust as amended from time to
time. Reference in this Declaration of Trust to "Declaration," "hereof,"
"herein," and "hereunder" shall be deemed to refer to this Declaration rather
than exclusively to the article or section in which such words appear.
(e) "Distributor" means the party, other than the Fund, to the contract
described in Section 3.1 hereof.
(f) "Fund" means the Scudder Variable Life Investment Fund.
(g) "Fund Property" means any and all property, real or personal, tangible
or intangible, which is owned or held by or for the account of the Fund or the
Trustees.
(h) "His" shall include the feminine and neuter, as well as the masculine,
genders.
(i) "Investment Adviser" means the party, other than the Fund, to the
contract described in Section 3.2 hereof.
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(j) The "1940 Act" means the Investment Company Act of 1940, as amended
from time to time.
(k) "Participating Insurance Companies" mean insurance companies offering
variable annuity contracts and scheduled-premium and flexible-premium variable
life insurance policies.
(l) "Portfolio" or "Portfolios" individually or collectively means the
separate series of the Scudder Variable Life Investment Fund including, but not
limited to, the Money Market Portfolio, the Managed Bond Portfolio, the Managed
Equity Portfolio and the Managed Diversified Portfolio. The Trustees may from
time to time create additional series.
(m) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures and other entities, whether or not legal
entities, and governments and agencies and political subdivisions thereof.
(n) "Separate Account" or "Separate Accounts" mean a unit investment
trust.
(o) "Shareholder" means separate accounts of the Participating Insurance
Companies.
(p) "Shares" means the equal proportionate units of interest into which
the beneficial interest in the Fund shall be divided from time to time,
including the Shares of any and all series which may be established by the
Trustees, and includes fractions of Shares as well as whole Shares.
"Outstanding" Shares means those Shares shown from time to time on the books of
the Fund or its Transfer Agent as then issued and outstand-
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<PAGE>
ing, but shall not include Shares which have been redeemed or repurchased by the
Fund and which are at the time held in the Treasury of the Fund.
(q) "Transfer Agent" means any Person other than the Fund who maintains
the Shareholder records of the Fund, such as the list of Shareholders, the
number of Shares credited to each account, and the like.
(r) The "Trustees" means the person who has signed this Declaration, so
long as he shall continue in office in accordance with the terms hereof, and all
other persons who may from time to time be duly elected, qualified and serving
as Trustees in accordance with the provisions of Article II hereof, and
reference herein to a Trustee or the Trustees shall refer to such person or
persons in this capacity or their capacities as trustees hereunder.
ARTICLE II
TRUSTEES
Section 2.1. General Powers. The Trustees shall have exclusive and
absolute control over the Fund Property and over the business of the Fund to the
same extent as if the Trustees were the sole owners of the Fund Property and
business in their own right, but with such powers of delegation as may be
permitted by this Declaration. The Trustees shall have power to conduct the
business of the Fund and carry an its operations in any and all of its branches
and maintain offices both within
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and without the Commonwealth of Massachusetts, in any and all states of the
United States of America, in the District of Columbia, and in any and all
commonwealths, territories, dependencies, colonies, possessions, agencies or
instrumentalities of the United States of America and of foreign governments,
and to do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of the Fund
although such things are not herein specifically mentioned. Any determination as
to what is in the interests of the Fund made by the Trustees in good faith shall
be conclusive. In construing the provisions of this Declaration, the presumption
shall be in favor of a grant of power to the Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations.
(b) To invest in, hold for investment, or reinvest in, securities,
including common and preferred stocks; warrants; bonds, debentures, bills, time
notes and all other evidences of indebtedness; negotiable or non-negotiable
instruments; govern-
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<PAGE>
ment securities, incuding securities of any state, municipality or other
political subdivision thereof, or any governmental or quasi-governmental agency
or instrumentality; and money market instruments including bank certificates of
deposit, finance paper, commercial paper, bankers acceptances and all kinds of
repurchase agreements, of any corporation, company, trust, association, firm or
other business organization however established, and of any country, state,
municipality or other political subdivision, or any governmental or
quasi-governmental agency or instrumentality.
(c) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise dispose of, to lend, and to pledge any such securities and repurchase
agreements.
(d) To exercise all rights, powers and privileges of ownership or interest
in all securities and repurchase agreements included in the Fund Property,
including the right to vote thereon and otherwise act with respect thereto and
to do all acts for the preservation, protection, improvement and enhancement in
value of all such securities and repurchase agreements.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real or
personal, including cash, and any interest therein.
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<PAGE>
(f) To borrow money and in this connection issue notes of other evidence
of indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Fund Property; to endorse, guarantee, or undertake
the performance of any obligation or engagement of any other Person and to lend
Fund Property.
(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in the
Fund Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest; to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes, debentures
and other obligations of any such corporation, company, trust, association or
firm.
(h) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
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<PAGE>
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Fund, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
Section 2.3. Legal Title. Legal title to all the Fund Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Fund Property to be held by or in the name of
one or more of the Trustees, or in the name of the Fund, or in the name of any
other Person as nominee, on such terms as the Trustees may determine, provided
that the interest of the Fund therein is deemed appropriately protected. The
right, title and interest of the Trustees in the Fund Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
termination of the term of office, resignation, removal or death of a Trustee he
shall automatically cease to have any right, title or interest in any of the
Fund Property, and the right, title and interest of such Trustee in the Fund
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.
Section 2.4. Issuance and Repurchase of Securities. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the
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<PAGE>
provisions set forth in Articles VI and VII and Section 5.11 hereof, to apply to
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the Fund, whether capital or surplus or
otherwise, to the full extent now or hereafter permitted by the laws of the
Commonwealth of Massachusetts governing business corporations.
Section 2.5. Delegation; Committees. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees or
agents of the Fund the doing of such things and the execution of such
instruments either in the name of the Fund or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the same extent as such
delegation is permitted by the 1940 Act.
Section 2.6. Collection and Payment. The Trustees shall have power to
collect all property due to the Fund; to pay all claims, including taxes,
against the Fund Property; to prosecute, defend, compromise or abandon any
claims relating to the Fund Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owed to the Fund;
and to enter into releases, agreements and other instruments.
Section 2.7. Expenses. The Trustees shall have the power to incur and pay
any expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensa-
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<PAGE>
tion from the funds of the Fund to themselves as Trustees. The Trustees shall
fix the compensation of all officers, employees and Trustees.
Section 2.8. Manner of Acting; By-laws. Except as otherwise provided
herein or in the By-laws, any action to be taken by the Trustees may be taken by
a majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of the entire number
of Trustees then in office. The Trustees may adopt By-laws not inconsistent with
this Declaration to provide for the conduct of the business of the Fund and may
amend or repeal such By-laws to the extent such power is not reserved to the
Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of less
than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Fund, as if the acts of such
committee were the acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or investigation of any
action, suit or proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory body.
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<PAGE>
Section 2.9. Miscellaneous Powers. The Trustees shall have the power to:
(a) employ or contract with such Persons as the Trustees may deem desirable for
the transaction of the business of the Fund; (b) enter into joint ventures,
partnerships and any other combinations or associations; (c) remove Trustees or
fill vacancies in or add to their number, elect and remove such officers and
appoint and terminate such agents or employees as they consider appropriate, and
appoint from their own number, and terminate, any one or more committees which
may exercise some or all of the power and authority of the Trustees as the
Trustees may determine; (d) purchase, and pay for out of Fund Property,
insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, investment advisers, distributors, selected dealers or independent
contractors of the Fund against all claims arising by reason of holding any such
position or by reason of any action taken or omitted by any such Person in such
capacity, whether or not constituting negligence, or whether or not the Fund
would have the power to indemnify such Person against such liability; (e)
establish pension, profit-sharing, share purchase, and other retirement,
incentive and benefit plans for any Trustees, officers, employees and agents of
the Fund; (f) to the extent permitted by law, indemnify any person with whom the
Fund has dealings, including the Investment Adviser, Distributor, Transfer Agent
and selected dealers, to such extent as the Trustees shall determine; (g)
guarantee indebted-
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<PAGE>
ness or contractual obligations of others; (h) determine and change the fiscal
year of the Fund and the method by which its accounts shall be kept; and (i)
adopt a seal for the Fund but the absence of such seal shall not impair the
validity of any instrument executed on behalf of the Fund.
Section 2.10. Principal Transactions. Except in transactions not permitted
by the 1940 Act or rules and regulations adopted by the Commission, the Trustees
may, on behalf of the Fund, buy any securities from or sell any securities to,
or lend any assets of the Fund to, any Trustee or officer of the Fund or any
firm of which any such Trustee or officer is a member acting as principal, or
have any such dealings with the Investment Adviser, Distributor or transfer
agent or with any Interested Person of such Person; and the Fund may employ any
such Person, or firm or company in which such Person is an Interested Person, as
broker, legal counsel, registrar, transfer agent, dividend disbursing agent or
custodian upon customary terms.
Section 2.11. Number of Trustees. The number of Trustees shall initially
be one (1), and thereafter shall be such number as shall be fixed from time to
time by a written instrument signed by a majority of the Trustees, provided,
however, that the number of Trustees shall in no event be less than one (1) nor
more than fifteen (15).
Section 2.12. Election and Term. Except for the Trustees named herein or
appointed to fill vacancies pursuant to Section
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<PAGE>
2.14 hereof, the Trustees shall be elected by the Shareholders owning of record
a plurality of the Shares voting at the annual meeting of Shareholders or
special meeting in lieu thereof. Except in the event of resignation or removals
pursuant to Section 2.13 hereof, each Trustee shall hold office until the next
annual meeting of Shareholders or special meeting in lieu thereof and until his
successor is elected and qualified.
Section 2.13. Resignation and Removal. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered to the other Trustees and such resignation shall be
effective upon such delivery, or at a later date according to the terms of the
instrument. Any of the Trustees may be removed (provided the aggregate number of
Trustees after such removal shall not be less than three) with cause, by the
action of two-thirds of the remaining Trustees. Upon the resignation or removal
of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of conveying to the Fund or the remaining Trustees any Fund Property held in the
name of the resigning or removed Trustee. Upon the incapacity or death of any
Trustee, his legal representative shall execute and deliver on his behalf such
documents as the remaining Trustees shall require as provided in the preceding
sentence.
Section 2.14. Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the
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death, resignation, removal, bankruptcy, adjudicated incompetence or other
incapacity to perform the duties of the office of a Trustee. No such vacancy
shall operate to annul the Declaration or to revoke any existing agency created
pursuant to the terms of the Declaration. In the case of an existing vacancy,
including a vacancy existing by reason of an increase in the number of Trustees,
subject to the provisions of Section 16(a) of the 1940 Act, the remaining
Trustees shall fill such vacancy by the appointment of such other person as they
in their discretion shall see fit, made by a written instrument signed by a
majority, of the Trustees then in office. Any such appointment shall not become
effective, however, until the person named in the written instrument of
appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of the Declaration. An appointment of a Trustee
may be made in anticipation of a vacancy to occur at a later date by reason of
retirement, resignation or increase in the number of Trustees, provided that
such appointment shall not become effective prior to such retirement,
resignation or increase in the number of Trustees. Whenever a vacancy in the
number of Trustees shall occur, until such vacancy is filled as provided in this
Section 2.14, the Trustees in office, regardless of their number, shall have all
the powers granted to the Trustees and shall discharge all the duties imposed
upon the Trustees by the Declaration. A written instrument certifying the
existence of such vacancy signed by a majority of the
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<PAGE>
Trustees in office shall be conclusive evidence of the existence of such
vacancy.
Section 2.15. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
less than two (2) Trustees personally exercise the powers granted to the
Trustees under this Declaration except as herein otherwise expressly provided.
ARTICLE III
CONTRACTS
Section 3.1. Underwriting Contract. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive underwriting contract
or contracts providing for the sale of the Shares to net the Fund not less than
the amount provided for in Section 7.1 of Article VII hereof, whereby the
Trustees may either agree to sell the Shares to the other party to the contract
or appoint such other party their sales agent for the Shares, and in either case
on such terms and conditions as may be prescribed in the By-laws, if any, and
such further terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this Article III or of the
By-laws; and such contract may also provide for the repurchase of the Shares by
such other party as agent of the Trustees.
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<PAGE>
Section 3.2. Advisory or Management Contract. The Trustees may in their
discretion from time to time enter into an investment advisory or management
contract whereby the other party to such contract shall undertake to furnish to
the Fund such management, investment advisory, statistical and research
facilities and services and such other facilities and services, if any, and all
upon such terms and conditions as the Trustees may in their discretion
determine, including the grant of authority to such other party to determine
what securities shall be purchased or sold by the Fund and what portion of its
assets shall be uninvested, which authority shall include the power to make
changes in the Trust's investments.
Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the Fund is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser or distributor of or for any partnership, corporation, trust,
association or other organization or of or for any parent or affiliate of
any organization, with which a contract of the character described in
Sections 3.1 or 3.2 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made, or that any such organization, or any parent or affiliate thereof,
is a Shareholder of or has an interest in the Fund, or that
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(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
3.1 or 3.2 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made also has any one or more of such contracts with one or more other
partnerships, corporations, trusts, associations or other organizations,
or has other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Fund from voting upon or executing the
same or create any liability or accountability to this Fund or its Shareholders.
Section 3.4. Compliance with 1940 Act. Any contract entered into pursuant
to Sections 3.1 or 3.2 shall be consistent with and subject to the requirements
of Section 15 of the Investment Company Act of 1940 (including any amendment
thereof or other applicable Act of Congress hereafter enacted) with respect to
its continuance in effect, its termination and the method of authorization and
approval of such contract or renewal thereof.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Fund
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Property or the acts, obligations or affairs of the Fund. No Trustee, officer,
employee or agent of the Fund shall be subject to any personal liability
whatsoever to any Person, other than to the Fund or its Shareholders, in
connection with Fund Property or the affairs of the Fund, save only that arising
from bad faith, willful misfeasance, gross negligence or reckless disregard of
his duties with respect to such Person; and all such Persons shall look solely
to the Fund Property for satisfaction of claims of any nature arising in
connection with the affairs of the Fund. If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Fund, is made a party to any suit or
proceeding to enforce any such liability of the Fund, he shall not, on account
thereof, be held to any personal liability. The Fund shall indemnify and hold
each Shareholder harmless from and against all claims and liabilities, to which
such Shareholder may become subject by reason of his being or having been a
Shareholder, and shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability. The rights accruing to a Shareholder under this Section 4.1 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Fund to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.
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Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee
or agent of the Fund shall be liable to the Fund, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for his own
bad faith, willful misfeasance, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer of the Fund
shall be indemnified by the Fund to the fullest extent permitted by law against
all liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a Trustee
or officer and against amounts paid or incurred by him in the settlement
thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, or other, including
appeals), actual or threatened; and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
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(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Fund or the Shareholders by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Fund;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i) resulting
in a payment by a Trustee or officer, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the settlement or
other dispostion; or
(B) based upon a review of readily available facts (as opposed
to a full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal counsel.
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(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Fund, shall be severable, shall not affect any
other rights to which any Trustee or officer may now or hereafter be entitled,
shall continue as to a person who has ceased to be such Trustee or officer and
shall inure to the benefit of the heirs, executors, administrators and assigns
of such a person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Fund other than Trustees and officers
may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Fund prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to indemnification
under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Fund shall be
insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees act on the matter)
or an independent legal counsel in a written opinion shall determine,
based
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upon a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately
will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee" is one who is
not (i) an "Interested Person" of the Fund (including anyone who has been
exempted from being an "Interested Person" by any rule, regulation or
order of the Commission), or (ii) involved in the claim, action, suit or
proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee shall be obligated
to give any bond or other security for the performance of any of his duties
hereunder.
Section 4.5. No Duty of Investigation; Notice in Fund Instruments, Etc. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Fund shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation, contract, instrument,
certificate, Share, other security of the Fund or undertaking, and every other
act or thing whatsoever executed in connection with the Fund shall be
conclusively presumed to have been executed or done by the exectors thereof only
in
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their capacity as Trustees under this Declaration or in their capacity as
officers, employees or agents of the Fund. Every written obligation, contract,
instrument, certificate, Share, other security of the Fund or undertaking made
or issued by the Trustees may recite that the same is executed or made by them
not individually, but as Trustees under the Declaration, and that the
obligations of the Fund under any such instrument are not binding upon any of
the Trustees or Shareholders individually, but bind only the trust estate, and
may contain any further recital which they or he may deem appropriate, but the
omission of such recital shall not operate to bind the Trustees individually,
The Trustees shall at all times maintain insurance for the protection of the
Fund Property, its Shareholders, Trustees, officers, employees and agents in
such amount as the Trustees shall deem adequate to cover possible tort
liability, and such other insurance as the Trustees in their sole judgment shall
deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee and officer or
employee of the Fund shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Fund, upon an opinion of counsel, or upon reports made to the Fund by any
of its officers or employees or by the Investment Adviser, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
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consultants selected with reasonable care by the Trustees, officers or employees
of the Fund, regardless of whether such counsel or expert may also be a Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable shares of beneficial interest, all
of one class, except as provided in Section 5.11 hereof, without par value. The
number of shares of beneficial interest authorized hereunder is unlimited. All
Shares issued hereunder including, without limitation, Shares issued in
connection with a dividend in Shares or a split of Shares, shall be fully paid
and non-assessable.
Section 5.2. Rights of Shareholders. The ownership of the Fund Property of
every description and the right to conduct any business hereinbefore described
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Fund nor can they be called upon
to share or assume any losses of the Fund or suffer an assessment of any kind by
virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights in this Declaration specifically set forth. The Shares
shall not entitle the holder to preference,
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preemptive, appraisal, conversion or exchange rights, except as the Trustees may
determine with respect to any series of Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to
such party or parties and for such amount and type of consideration, including
cash or property, at such time or times and on such terms as the Trustees may
deem best, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with the assumption of
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares and Shares held in the treasury. The
Trustees may from time to time divide or combine the Shares into a greater or
lesser number without thereby changing the proportionate beneficial interests
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in the Fund. Contributions to the Fund may be accepted for, and Shares shall be
redeemed as, whole Shares and/or l/l,000ths of a Share or integral multiples
thereof.
Section 5.5. Register of Shares. A register shall be kept at the principal
office of the Fund or an office of the Transfer Agent which shall contain the
names and addresses of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof. Such register shall be
conclusive as to who are the holders of the Shares and who shall be entitled to
receive dividends or distributions or otherwise to exercise or enjoy the rights
of Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to him as herein or in the
By-laws provided, until he has given his address to the transfer agent or such
other officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 5.6. Transfer of Shares. Shares shall be transferable on the
records of the Fund only by the record holder thereof or by his agent thereunto
duly authorized in writing, upon delivery to the Trustees or the Transfer Agent
of a duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of
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other matters as may reasonably be required. Upon such delivery the transfer
shall be recorded on the register of the Fund. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares for all
purposes hereunder and neither the Trustees nor any transfer agent or registrar
nor any officer, employee or agent of the Fund shall be affected by any notice
of the proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the Transfer
Agent, but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any officer or agent of the
Fund shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law.
Section 5.7. Notices. Any and all notices to which any Shareholder may be
entitled and any and all communications shall be deemed duly served or given if
mailed, postage pre-paid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Fund.
Section 5.8. Treasury Shares. Shares held in the treasury shall, until
reissued pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be
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entitled to any dividends or other distributions declared with respect to the
Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.12; (ii) with respect
to any investment advisory or management contract entered into pursuant to
Section 3.2; (iii) with respect to termination of the Fund as provided in
Section 8.2; (iv) with respect to any amendment of this Declaration to the
extent and as provided in Section 8.3; (v) with respect to any merger,
consolidation or sale of assets as provided in Section 8.4; (vi) with respect to
incorporation of the Fund to the extent and as provided in Section 8.5; (vii) to
the same extent as the stockholders of a Massachusetts business corporation as
to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Fund or
the Shareholders; and (viii) with respect to such additional matters relating to
the Fund as may be required by this Declaration, the By-laws or any registration
of the Fund as an investment company under the 1940 Act with the Commission (or
any successor agency) or as the Trustees may consider necessary or desirable.
Each whole Share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a proportionate
fractional vote, except that the Trustees may, in conjunction with the
establishment of any series of Shares, establish conditions
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under which the several series shall have separate voting rights or no voting
rights. There shall be no cumulative voting in the election of Trustees. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and may
take any action required by law, this Declaration or the By-laws to be taken by
Shareholders. The By-laws may include further provisions for Shareholders' votes
and meetings and related matters.
Section 5.10. Meetings of Shareholders. An annual meeting of the
Shareholders shall be held beginning in 198_ and in each year thereafter on such
day and at such hour as the Trustees may from time to time determine, either at
the principal office of the Fund, or at such other place as may be designated by
the Trustees, for the purpose of electing new Trustees in place of and to
succeed those whose terms of office expire at that time and for such other
purposes as may be specified by the Trustees. If such annual meeting shall not
be held as above provided, a special meeting may be held in lieu thereof at any
time and any business which might have been transacted at such annual meeting
may be transacted at such special meeting and for all purposes hereof such
special meeting shall be deemed to be an annual meeting duly held as herein
provided.
Section 5.11. Series Designation. The Trustees, in their discretion, may
authorize the division of Shares into two or more series, and the different
series shall be established and designated, and the variations in the relative
rights and pref-
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erences as between the different series shall be fixed and determined, by the
Trustees; provided, that all Shares shall be identical except that there may be
variations so fixed and determined between different series as to investment
objective, purchase price, right of redemption, special and relative rights as
to dividends and on liquidation, conversion rights, and conditions under which
the several series shall have separate voting rights. All references to Shares
in this Declaration shall be deemed to be shares of any or all series as the
context may require.
If the Trustees shall divide the Shares of the Fund into two or more
series, the following provisions shall be applicable:
(a) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any series into one or more series that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the same or some
other series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any series reacquired by the Fund at their
discretion from time to time.
(b) All consideration received by the Fund for the issue or sale of Shares
of a particular series, together with all assets in which such consideration is
invested or reinvested,
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all income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to that series for all purposes, subject
only to the rights of creditors and except as may otherwise be required by
applicable tax laws, and shall be so recorded upon the books of account of the
Fund. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular series, the Trustees shall allocate them among any
one or more of the series established and designated from time to time in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and binding
upon the shareholders of all series for all purposes.
(c) The assets belonging to each particular series shall be charged with
the liabilities of the Fund in respect of that series and all expenses, costs,
charges and reserves attributable to that series, and any general liabilities,
expenses, costs, charges or reserves of the Fund which are not readily
identifiable as belonging to any particular series shall be allocated and
charged by the Trustees to and among any one or more of the series established
and designated from time to time in such manner and on such basis as the
Trustees in their sole
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discretion deem fair and equitable. Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be conclusive and binding upon
the holders of all series for all purposes. The Trustees shall have full
discretion, to the extent not inconsistent with the 1940 Act, to determine which
items are capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders.
The establishment and designation of any series of Shares shall be
effective upon the execution by a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such series, or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular series previously
established and designated, the Trustees may by an instrument executed by a
majority of their number abolish that series and the establishment and
designation thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. All Shares of the Fund shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Fund.
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The Fund shall redeem the Shares at the price determined as hereinafter
set forth, upon the appropriately verified written application of the record
holder thereof (or upon such other form of request as the Trustees may
determine) at such office or agency as may be designated from time to time for
that purpose by the Trustees. The Trustees may from time to time specify
additional conditions, not inconsistent with the 1940 Act, regarding the
redemption of Shares in the Trust's then effective prospectus under the
Securities Act of 1933.
Section 6.2. Price. Shares shall be redeemed at their net asset value
determined as set forth in Section 7.1 hereof as of such time as the Trustees
shall have theretofore prescribed by resolution. In the absence of such
resolution, the redemption price of Shares deposited shall be the net asset
value of such Shares next determined as set forth in Section 7.1 hereof after
receipt of such application.
Section 6.3. Payment. Payment for such Shares shall be made in cash or in
property to the Shareholder of record at such time and in the manner, not
inconsistent with the 1940 Act or other applicable laws, as may be specified
from time to time in the Fund's then effective prospectus under the Securities
Act of 1933, subject to the provisions of Section 6.4 hereof.
Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the
determination of net asset value, the rights of Shareholders (including those
who
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shall have applied for redemption pursuant to Section 6.1 hereof but who shall
not yet have received payment) to have Shares redeemed and paid for by the Fund
shall be suspended until the termination of such suspension is declared. Any
record holder who shall have his redemption right so suspended may, during the
period of such suspension, by appropriate written notice of revocation at the
office or agency where application was made, revoke any application for
redemption not honored and withdraw any certificates on deposit. The redemption
price of Shares for which redemption applications have not been revoked shall be
the net asset value of such Shares next determined as set forth in Section 7.1
after the termination of such suspension, and payment shall be made within seven
(7) days after the date upon which the application was made plus the period
after such application during which the determination of net asset value was
suspended.
Section 6.5. Repurchase by Agreement. The Fund may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
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Section 6.6. Redemption of Shareholder's Interest. The Fund shall have the
right at any time without prior notice to the Shareholder to redeem Shares of
any Shareholder for their then current net asset value per Share if at such time
the Shareholder owns Shares having an aggregate net asset value of less than
$1,000 subject to such terms and conditions as the Trustees may approve, and
subject to the Fund's giving general notice to all Shareholders of its intention
to avail itself of such right, either by publication in the Fund's prospectus,
if any, or by such other means as the Trustees may determine.
Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding. If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of Shares
or other securities of the Fund has or may become concentrated in any Person to
an extent which would disqualify the Fund as a regulated investment company
under the Internal Revenue Code, then the Trustees shall have the power by lot
or other means deemed equitable by them (i) to call for redemption by any such
Person a number, or principal amount, of Shares or other securities of the Fund
sufficient to maintain or bring the direct or indirect ownership of Shares or
other securities of the Fund into conformity with the requirements for such
qualification and (ii) to refuse to transfer or issue Shares or other securities
of the Fund to any Person whose acquisition of the Shares or other securities of
the Fund in question would result in such dis-
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qualification, The redemption shall be effected at the redemption price and in
the manner provided in Section 6.1.
The holders of Shares or other securities of the Fund shall upon demand
disclose to the Trustees in writing such information with respect to direct and
indirect ownership of Shares or other securities of the Fund as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code, or to
comply with the requirements of any other taxing authority.
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Fund may also reduce the number of outstanding Shares
pursuant to the provisions of Section 7.3.
Section 6.9. Suspension of Right of Redemption. The Fund may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or
(iv) during any other period when the Commission may for the protection of
security holders of the Fund by order permit suspension of the right of
redemption or postponement of the date of payment or redemption; provided that
applicable rules
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and regulations of the commission shall govern as to whether the conditions
prescribed in (ii), (iii), or (iv) exist. Such suspension shall take effect at
such time as the Fund shall specify but not later than the close of business on
the business day next following the declaration of suspension; and thereafter
there shall be no right of redemption or payment on redemption until the Fund
shall declare the suspension at an end, except that the suspension shall
terminate in any event on the first day on which said stock exchange shall have
reopened or the period specified in (ii) or (iii) shall have expired (as to
which in the absence of an official ruling by the Commission, the determination
of the Fund shall be conclusive). In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the net-asset value existing after the termination of
the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The value of the assets of the Fund may be
determined on the basis of the amortized cost of such securities by appraisal of
the securities owned by the Fund, or by such other method as shall be deemed to
reflect the fair value thereof, determined in good faith by or under the
direction of the Trustees. From the total value of said assets, there shall be
deducted all indebtedness, interest,
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taxes, payable or accrued, including estimated taxes on unrealized book profits,
expenses and management charges accrued to the appraisal date, net income
determined and declared as a distribution and all other items in the nature of
liabilities which shall be deemed appropriate. The resulting amount which shall
represent the total net assets of the Fund shall be divided by the number of
Shares outstanding at the time and the quotient so obtained shall be deemed to
be the net asset value of the Shares. The net asset value of the Shares shall be
determined at least once on each business day, as of the close of trading on the
New York Stock Exchange or as of such other time or times as the Trustees shall
determine. The power and duty to make the daily calculations may be delegated by
the Trustees to the Investment Adviser, the Custodian, the Transfer Agent or
such other Person as the Trustees by resolution may determine. The Trustees may
suspend the daily determination of net asset value to the extent permitted by
the 1940 Act.
Section 7.2. Distributions to Shareholders. The Trustees shall from time
to time distribute ratably among the Shareholders such proportion of the net
profits, surplus (including paid-in surplus), capital, or assets held by the
Trustees as they may deem proper. Such distributions may be made in cash or
property (including without limitation any type of obligations of the Fund or
any assets thereof), and the Trustees may distribute ratably among the
Shareholders addi-
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tional Shares issuable hereunder in such manner, at such times, and on such
terms as the Trustees may deem proper. Such distributions may be among the
Shareholders of record at the time of declaring a distribution or among the
Shareholders of record at such other date or time or dates or times as the
Trustees shall determine. The Trustees may in their discretion determine that,
solely for the purposes of such distributions, Outstanding Shares shall exclude
Shares for which orders have been placed subsequent to a specified time on the
date the distribution is declared or on the next preceding day if the
distribution is declared as of a day on which Boston banks are not open for
business, all as described in the then effective prospectus under the Securities
Act of 1933. The Trustees may always retain from the net profits such amount as
they may deem necessary to pay the debts or expenses of the Fund or to meet
obligations of the Fund, or as they may deem desirable to use in the conduct of
its affairs or to retain for future requirements or extensions of the business.
The Trustees may adopt and offer to Shareholders such dividend reinvestment
plans, cash dividend payout plans or related plans as the Trustees shall deem
appropriate.
Inasmuch as the computation of net income and gains for Federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital
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gains distributions, respectively, additional amounts sufficient to enable the
Fund to avoid or reduce liability for taxes.
Section 7.3. Determination of Net Income; Constant Net Asset Value;
Reduction of Outstanding Shares. The net income of the Fund shall be determined
in the manner the Trustees shall provide by resolution. Expenses of the Fund,
including the advisory or management fee shall be accrued each day. Such net
income may be determined by or under the direction of the Trustees as of the
close of trading on the New York Stock Exchange on each day on which such market
is open or as of such other time or times as the Trustees shall determine, and,
except as provided herein, all the net income of the Fund, so determined, may be
declared as a dividend on the Outstanding Shares. If, for any reason, the net
income of the Fund determined at any time is a negative amount, the Trustees
shall have the power (i) to offset each Shareholder's pro rata share of such
negative amount from the accrued dividend account of such Shareholder, or (ii)
to reduce the number of outstanding Shares of the Fund by reducing the number of
Shares in the account of such Shareholder by that number of full and fractional
Shares which represents the amount of such excess negative net income, or (iii)
to cause to be recorded on the books of the Fund an asset account in the amount
of such negative, net income, which account may be reduced by the amount,
provided that the same shall thereupon become the property of the Fund and shall
not be paid to any Shareholder, of dividends declared thereafter
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upon the Outstanding Shares on the day such negative net income is experienced,
until such asset account is reduced to zero; or (iv) to combine the methods
described in clauses (i) and (ii) and (iii) of this sentence, in order to cause
the net asset value per Share of the Fund to remain at a constant amount per
Outstanding Share immediately after each such determination and declaration. The
Trustees shall also have the power to fail to declare a dividend out of net
income for the purpose of causing the net asset value per share to be increased
to a constant amount. The Trustees shall have full discretion to determine
whether any cash or property received shall be treated as income or as principal
and whether any item of expense shall be charged to the income or the principal
account, and their determination made in good faith shall be conclusive upon the
Shareholders. In the case of stock dividends received, the Trustees shall have
full discretion to determine, in the light of the particular circumstances, how
much if any of the value thereof shall be treated as income, the balance, if
any, to be treated as principal. The Trustees shall not be required to adopt,
but may at any time adopt, discontinue or amend the practice of maintaining the
net asset value per Share at a constant amount.
Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
Share net
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asset value of the Trust's Shares or net income, or the declaration and payment
of dividends and distributions as they may deem necessary or desirable. Without
limiting the generality of the foregoing, the Trustees may establish several
series of Shares in accordance with Section 5.11, and declare dividends thereon
in such manner as they shall determine.
ARTICLE VIII
DURATION; TERMINATION OF FUND;
AMENDMENT; MERGERS, ETC.
Section 8.1. Duration. The Fund shall continue without limitation of time
but subject to the provisions of this Article VIII.
Section 8.2. Termination of the Fund. (a) The Fund may be terminated by
the affirmative vote of the holders of not less than two-thirds of the Shares
outstanding and entitled to vote, at any meeting of Shareholders or by an
instrument in writing, without a meeting, signed by a majority of the Trustees
and consented to by the holders of not less than two-thirds of such Shares, or
by such other vote as may be established by the Trustees with respect to any
series of Shares. Upon the termination of the Fund,
(i) The Fund shall carry on no business except for the purpose of
winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the Fund
and all of the powers of the Trustees under this Declaration shall
continue until the affairs of the
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Fund shall have been wound up, including the power to fulfill or discharge
the contracts of the Fund, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part of the
remaining Fund Property to one or more persons at public or private sale
for consideration which may consist in whole or in part of cash,
securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its business;
provided that any sale, conveyance, assignment, exchange, transfer or
other disposition of all or substantially all the Fund Property shall
require Shareholder approval in accordance with Section 8.4 hereof.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Fund Property, in cash or in kind or partly each,
among the Shareholders according to their respective rights.
(b) After termination of the Fund and distribution to the Shareholders as
herein provided, a majority of the Trustees shall execute and lodge among the
records of the Fund an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder, and the rights and interests of all
Shareholders shall thereupon cease.
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Section 8.3. Amendment Procedure. (a) This Declaration may be amended by a
vote of the holders of a majority of the Shares outstanding and entitled to vote
or by any instrument in writing, without a meeting, signed by a majority of the
Trustees and consented to by the holders of a majority of the Shares outstanding
and entitled to vote. The Trustees may also amend this Declaration without the
vote or consent of Shareholders if they deem it necessary to conform this
Declaration to the requirements of applicable federal laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code but the Trustees shall not be liable for failing so to do.
(b) No amendment may be made under this Section 8.3 which would change any
rights with respect to any Shares of the Fund by reducing the amount payable
thereon upon liquidation of the Fund or by diminishing or eliminating any voting
rights pertaining thereto, except with the vote or consent of the holders of
two-thirds of the Shares outstanding and entitled to vote, or by such other vote
as may be established by the Trustees with respect to any series of Shares.
Nothing contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the Shareholders,
Trustees, officers, employees and agents of the Fund or to permit assessments
upon Shareholders.
(c) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adop-
-44-
<PAGE>
ted by the Shareholders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, and executed by a majority of the Trustees, shall be
conclusive evidence of such amendment when lodged among the records of the Fund.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Fund shall have become effective,
this Declaration may be terminated or amended in any respect by the affirmative
vote of a majority of the Trustees or by an instrument signed by a majority of
the Trustees.
Section 8.4. Merger, Consolidation and Sale of Assets. The Fund may merge
or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the Fund
Property, including its good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Shareholders called for
the purpose by the affirmative vote of the holders of two-thirds of the Shares
outstanding and entitled to vote, or by an instrument or instruments in writing
without a meeting, consented to by the holders of two-thirds of the Shares or by
such other vote as may be established by the Trustees with respect to any series
of Shares; provided, however, that, if such merger, consolidation, sale, lease
or exchange is recommended by the Trustees, the vote or written consent of the
holders of a majority of the Shares outstanding
-45-
<PAGE>
and entitled to vote, or such other vote or written consent as may be
established by the Trustees with respect to any series of Shares, shall be
sufficient authorization; and any such merger, consolidation, sale, lease or
exchange shall be deemed for all purposes to have been accomplished under and
pursuant to the statutes of the Commonwealth of Massachusetts.
Section 8.5. Incorporation. With the approval of the holders of a majority
of the Shares outstanding and entitled to vote, or by such other vote as may be
established by the Trustees with respect to any series of Shares, the Trustees
may cause to be organized or assist in organizing a corporation or corporations
under the laws of any jurisdiction or any other trust, partnership, association
or other organization to take over all of the Fund Property or to carry on any
business in which the Fund shall directly or indirectly have any interest, and
to sell, convey and transfer the Fund Property to any such corporation, trust,
association or organization in exchange for the Shares or securities thereof or
otherwise, and to lend money to, subscribe for the Shares or securities of, and
enter into any contracts with any such corporation, trust, partnership,
association or organization, or any corporation, partnership, trust, association
or organization in which the Fund holds or is about to acquire shares or any
other interest. The Trustees may also cause a merger or consolidation between
the Fund or any successor thereto and any such corporation, trust, partnership,
association or other organization if and to the
-46-
<PAGE>
extent permitted by law, as provided under the law then in effect. Nothing
contained herein shall be construed as requiring approval of Shareholders for
the Trustees to organize or assist in organizing one or more corporations,
trusts, partnerships, associations or other organizations and selling, conveying
or transferring a portion of the Fund Property to such organization or entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders a
written financial report, which may be included in the Trust's prospectus, of
the transactions of the Trust, including financial statements which shall at
least annually be certified by independent public accountants.
ARTICLE X
MISCELLANEOUS
Section 10.1. Filing. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of the Commonwealth of Massachusetts and in
such other places as may be required under the laws of Massachusetts and may
also be filed or recorded in such other places as the Trustees deem appropriate.
Each amendment so filed shall be accompanied by a certificate signed and
acknowledged by a Trustee stating that such action was duly taken in a manner
provided herein, and
-47-
<PAGE>
unless such amendment or such certificate sets forth some later time for the
effectiveness of such amendment, such amendment shall be effective upon its
filing. A restated Declaration, integrating into a single instrument all of the
provisions of the Declaration which are then in effect and operative, may be
executed from time to time by a majority of the Trustees and shall, upon filing
with the Secretary of the Commonwealth of Massachusetts, be conclusive evidence
of all amendments contained therein and may hereafter be referred to in lieu of
the original Declaration and the various amendments thereto.
Section 10.2. Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said State.
Section 10.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Fund appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing,
-48-
<PAGE>
(c) the form of any vote passed at a meeting of Trustees or Shareholders, (d)
the fact that the number of Trustees or Shareholders present at any meeting or
executing any written instrument satisfies the requirements of this Declaration,
(e) the form of any By-laws adopted by or the identity of any officers elected
by the Trustees, or (f) the existence of any fact or facts which in any manner
relate to the affairs of the Trust, shall be conclusive evidence as to the
matters so certified in favor of any Person dealing with the Trustees and their
successors.
Section 10.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such
-49-
<PAGE>
jurisdiction and shall not in any manner affect such provisions in any other
jurisdiction or any other provision of this Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 15th
day of March, 1985.
/s/ David S. Lee
----------------------
David S. Lee
COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, SS. BOSTON
March 15, 1985
Then personally appeared the above-named David S. Lee, who acknowledged
the foregoing instrument to be his free act and deed.
Before me,
/s/ [Illegible]
-----------------------
Notary Public
My commission expires:
My Commission Expires December 3, 1987
Exhibit 1(b)
SCUDDER VARIABLE LIFE INVESTMENT FUND
CERTIFICATE OF AMENDMENT
The undersigned, hereby certifies that he is a duly elected and acting
Trustee of Scudder Variable Life Investment Fund, a business trust organized
under the laws of The Commonwealth of Massachusetts pursuant to a Declaration of
Trust dated March 15, 1985 (the "Declaration"), and that the following
amendments to the Declaration were adopted pursuant to Section 8.3 of the
Declaration by the favorable vote on March 26, 1987 of a majority of the shares
of beneficial interest of each series of the Trust outstanding and entitled to
vote, to wit, that:
1. Section 2.12 of the Declaration of Trust is amended to read in its
entirety:
Except for the Trustees named herein or appointed to fill vacancies
pursuant to Section 2.14 hereof, the Trustees shall be elected by the
Shareholders owning of record a plurality of the Shares voting at a
meeting of Shareholders. Except in the event of resignation or removals
pursuant to Section 2.13 hereof, each Trustee shall hold office until the
next meeting of Shareholders called for the purpose of electing Trustees
and until his successor is elected and qualified, or until his earlier
death, resignation, removal, bankruptcy, adjudicated incompetence or other
incapacity to perform the duties of the office of a Trustee.
2. Section 2.13 of the Declaration of Trust is amended to read in its
entirety:
Any Trustee may resign his trust (without need for prior or subsequent
accounting) by an instrument in writing signed by him and delivered to the
other Trustees and such resignation shall be effective upon such delivery,
or at a later date according to the terms of the instrument. Any of the
Trustees may be removed (provided the aggregate number of Trustees after
such removal shall not be less than three) with cause, by the action of
two-thirds of the remaining Trustees or by the action of two-thirds of
the outstanding Shares at a meeting duly called pursuant to Section 5.10
hereof by the Shareholders for such purpose. Upon the resignation or
removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall
execute and deliver such documents as the remaining Trustees shall require
for the purpose of conveying to the Fund or the remaining Trustees any
Fund Property
<PAGE>
held in the name of the resigning or removed Trustee. Upon the incapacity
or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall
require as provided in the preceding sentence.
3. Section 5.10 of the Declaration of Trust is amended to read in its
entirety:
Meetings of Shareholders may be called at any time by the President, and
shall be called by the President and Secretary at the request in writing
or by resolution, of a majority of Trustees, or at the written request of
the holder or holders of ten percent (10%) or more of the total number of
Shares then issued and outstanding of the Trust entitled to vote at such
meeting. Any such request shall state the purpose of the proposed meeting.
This certificate may be executed in several counterparts, each of which
shall be deemed an original, but all taken together shall constitute one
certificate.
IN WITNESS WHEREOF, the undersigned has this day signed this Certificate.
DATED: March 10, 1988 /s/ David B. Watts
------------------------
David B. Watts
Exhibit 1(c)
SCUDDER VARIABLE LIFE INVESTMENT FUND
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
The undersigned, being the sole Trustee of Scudder Variable Life
Investment Fund, a Massachusetts business trust (the "Fund"), acting pursuant to
Section 5.11 of the Declaration of Trust dated March 15, 1985, (the "Declaration
of Trust") of the Fund, hereby divides the shares of beneficial interest of the
Fund into four separate series ("Portfolios"), each Portfolio hereby created
having the following special and relative rights:
1. The Portfolios shall be designated as follows:
Money Market Portfolio
Managed Bond Portfolio
Managed Equity Portfolio
Managed Diversified Portfolio
2. Each Portfolio shall be authorized to hold cash and invest in
securities and instruments and use investment techniques as described in the
Fund's registration Statement under the Securities Act of 1933, as amended. Each
share of beneficial interest of each Portfolio ("share") shall be redeemable as
provided in the Declaration of Trust, shall be entitled to one vote (or fraction
thereof in respect of a fractional share) on matters on which shares of that
Portfolio shall be entitled to vote and shall represent a pro rata beneficial
interest in the assets allocated to that Portfolio. The proceeds of sales of
shares of a Portfolio, together with any income and gain thereon, less any
diminution or expenses thereof, shall irrevocably belong to that Portfolio,
unless otherwise required by law. Each share of a portfolio shall be entitled to
receive its pro rata share of net assets of that Portfolio upon liquidation of
that Portfolio.
3. Shareholders of each Portfolio shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to any Portfolio as provided in, Rule
18f-2, as from time to time in effect, under the Investment Company Act of
1940, as amended, or any successor rule.
4. The assets and liabilities of the Fund shall be allocated among the
above-referenced Portfolios as set forth in Section 5.11 of the Declaration of
Trust, except as provided below.
<PAGE>
(a) Costs incurred by the Fund in connection with its organization
and initial registration and public offering of shares shall be divided equally
among the above-referenced Portfolios and shall be amortized for each such
Portfolio over the lesser of the life of such Portfolio or the five year period
beginning on the effective date of the Fund's first registration statement under
the Securities Act of 1933.
(b) The liabilities, expenses, costs, charges or reserves of the
Fund (other than the investment advisory fee or the organizational expenses paid
by the Fund) which are not readily identifiable as belonging to any particular
Portfolio shall be allocated among the Portfolios on the basis of their relative
average daily net assets.
(c) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Portfolios.
5. The Trustees (including any successor Trustees) shall have the right at
any time and from time to time to reallocate assets and expenses or to change
the designation of any Portfolio now or hereafter created, or to otherwise
change the special and relative rights of any such Portfolio provided that such
change shall not adversely affect the rights of holders of shares of a
Portfolio.
Dated: March 15, 1985
/s/ David S. Lee
------------------------
David S. Lee
-2-
Exhibit 1(f)
SCUDDER VARIABLE LIFE INVESTMENT FUND
Amended Establishment and Designation
of Series of Shares of Beneficial Interest,
Without Par Value
The undersigned, being a majority of the Trustees of Scudder Variable Life
Investment Fund, a Massachusetts business trust (the "Trust"), acting pursuant
to Section 5.11 of the Declaration of Trust dated March 15, 1985 (the
"Declaration of Trust") of the Trust, as amended, and having divided the shares
of beneficial interest of the Trust into ten separate series ("Portfolios"),
namely, (i) the Money Market Portfolio, the Managed Bond Portfolio, the Managed
Equity Portfolio, the Managed Diversified Portfolio (collectively the "Original
Series"), (ii) the 1990 Managed Zero Coupon Portfolio, the 1995 Managed Zero
Coupon Portfolio, the 2000 Managed Zero Coupon Portfolio, the 2005 Managed Zero
Coupon Portfolio, the 2010 Managed Zero Coupon Portfolio (collectively the
"Managed Zero Coupon Portfolios") and (iii) the Managed International Portfolio,
by three prior Establishments and Designations of Series of Shares of Beneficial
Interest, Without Par Value (the "Establishments and Designations"), hereby
amend the special and relative rights of the Portfolios as set forth in said
Establishments and Designations and hereby establish one additional series of
the Trust's unissued shares of beneficial interest, without par value, as
follows:
1. There is hereby established an eleventh series of the Trust's unissued
shares of beneficial interest without par value designated the "Managed Natural
Resources Portfolio."
2. The shares of the Trust outstanding on May 2, 1988 designated as shares
of the "Managed Equity Portfolio" are hereby redesignated as shares of the
"Managed Capital Growth Portfolio."
3. Each Portfolio shall be authorized to hold cash and invest in
securities and instruments and use investment techniques as described in the
Trust's registration statement under the Securities Act of 1933, as amended from
time to time. Each share of beneficial interest of each Portfolio ("share")
shall be redeemable as provided in the Declaration of Trust, shall be entitled
to one vote (or fraction thereof in respect of a fractional share) on matters on
which shares of that portfolio shall be entitled to vote and shall represent a
pro rata beneficial interest in the assets allocated to that portfolio. The
proceeds of sales of shares of a Portfolio, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
that Portfolio, unless otherwise
<PAGE>
required by law. Each share of a Portfolio shall be entitled to receive its pro
rata share of net assets of that Portfolio upon liquidation of that Portfolio.
Upon redemption of a shareholder's shares, or indemnification for liabilities
incurred by reason of a shareholder being or having been a shareholder of a
Portfolio, such shareholder shall be paid solely out of the property of such
Portfolio.
4. Each Managed Zero Coupon Portfolio shall be liquidated on the third
Friday of June of the maturity year included in the designation of that
Portfolio. The proceeds of liquidation of a Managed Zero Coupon Portfolio, after
discharge or provision for payment of the liabilities of such Managed Zero
Coupon Portfolio, shall thereafter be distributed to shareholders of record on
such date.
5. Shareholders of each Portfolio shall vote separately as a class on any
matter except, consistent with the Investment Company Act of 1940, as amended,
(the "Act") and the rules and the Trust's registration statement thereunder, (i)
the election of Trustees, (ii) any amendment of the Declaration of Trust, unless
the amendment affects fewer than all classes, in which case shareholders of the
affected classes shall vote separately, and (iii) ratification of the selection
of auditors. In each case of such separate voting, the Trustees shall determine
whether, for the matter to be effectively acted upon within the meaning of Rule
18f-2 under the Act or any successor rule as to a Portfolio, the applicable
percentage (as specified in the Declaration of Trust, or the Act and the rules
thereunder) of the shares of that Portfolio alone must be voted in favor of the
matter, or whether the favorable vote of such applicable percentage of the
shares of each Portfolio entitled to vote on the matter is required.
6. The assets and liabilities of the Trust shall be allocated among the
Portfolios as set forth in Section 5.11 of the Declaration of Trust, except as
provided below:
(a) The investment advisory fee paid to the Trust's investment
adviser on behalf of each of the Money Market Portfolio, Managed Bond Portfolio,
Managed Capital Growth Portfolio, Managed Diversified Portfolio, 1990 Managed
Zero Coupon Portfolio, 2000 Managed Zero Coupon Portfolio, 2005 Managed Zero
Coupon Portfolio, 2010 Managed Zero Coupon Portfolio, Managed International
Portfolio and Managed Natural Resources Portfolio shall be allocated to each
such respective Portfolio. The investment advisory fee paid by the combined
Managed Zero Coupon Portfolios to the Trust's investment adviser
-2-
<PAGE>
shall be allocated among the Managed Zero Coupon Portfolios on the basis of
their relative average daily net assets.
(b) Costs incurred by the Trust in connection with its organization
and initial registration and public offering of shares shall be divided equally
among the Original Portfolios and shall be amortized for each such Portfolio
over the lesser of the life of such Portfolio or the five year period beginning
on the effective date of the Trust's first registration statement under the
Securities Act of 1933; provided that the other Portfolios created subsequent to
the Original Portfolios shall not bear any such costs. Costs incurred by the
Trust in connection with the organization of the Managed Zero Coupon Portfolios,
and the initial registration and public offering of the shares of the Managed
Zero Coupon Portfolios shall not be borne by the Managed International Portfolio
or the Managed Natural Resources Portfolio. Costs incurred by the Trust in
connection with the organization of Managed International Portfolio, and the
initial registration and public offering of the shares of the Managed
International Portfolio shall not be borne by the Managed Natural Resources
Portfolio.
(c) Reimbursement required under any expense limitation applicable
to the Trust shall be allocated among those Portfolios whose expense ratios
exceed such limitation on the basis of the relative expense ratios of such
Portfolios.
(d) The liabilities, expenses, costs, charges or reserves of the
Trust (other than the investment advisory fee or the organizational expenses
paid by the Trust) which are not readily identifiable as belonging to any
particular Portfolio shall be allocated among the Portfolios on the basis of
their relative average daily net assets.
(e) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Portfolios.
-3-
<PAGE>
7. The Trustees (including any successor Trustees) shall have the right at
any time and from time to time to reallocate assets and expenses or to change
the designation of any Portfo1io now or hereafter created, or to otherwise
change the special and relative rights of any such Portfolio, provided that such
change shall not adversely affect the rights of shareholders of a Portfolio.
Dated: April 15, 1988
/s/ David B. Watts
----------------------------
David B. Watts
/s/ Daniel Pierce
---------------------------
Daniel Pierce
/s/ Kenneth Black, Jr.
--------------------------
Kenneth Black, Jr.
/s/ Peter B. Freeman
--------------------------
Peter B. Freeman
/s/ J. D. Hammond
--------------------------
J. D. Hammond
-4-
EXHIBIT 1(g)
SCUDDER VARIABLE LIFE INVESTMENT FUND
Redesignation of Series
The Undersigned, being a majority of the duly elected and qualified
Trustees of Scudder Variable Life Investment Fund, a Massachusetts business
trust (the "Trust"), acting pursuant to Section 5.11 of the Declaration of Trust
dated March 15, 1985, as amended, do hereby amend the Establishment and
Designation of Series of Beneficial Interest, without Par Value, previously
filed with the Secretary of The Commonwealth of Massachusetts for the sole
purpose of changing the names of the Trust's portfolios as follows:
The series presently designated as the "Managed Diversified
Portfolio" is hereby redesignated as the "Balanced Portfolio"; the
series presently designated as the "Managed Bond Portfolio" is
hereby redesignated as the "Bond Portfolio"; the series presently
designated as the "Managed Capital Growth Portfolio" is hereby
redesignated "Capital Growth Portfolio"; and the series presently
designated "Managed International Portfolio" is hereby redesignated
"International Portfolio."
The foregoing redesignation of series shall be effective upon appropriate
disclosure in the Trust's Registration Statement under the Securities Act of
1933, or supplement thereto.
/s/ Kenneth Black, Jr.
- ----------------------------------
Kenneth Black, Jr., as Trustee
/s/ Peter Freeman
- ----------------------------------
Peter Freeman, as Trustee
/s/ J. D. Hammond
- ----------------------------------
J. D. Hammond, as Trustee
/s/ Daniel Pierce
- ----------------------------------
Daniel Pierce, as Trustee
/s/ David B. Watts
- ----------------------------------
David B. Watts, as Trustee
SCUDDER VARIABLE LIFE INVESTMENT FUND
Abolition of Series
The undersigned, being at least a majority of the duly elected and
qualified Trustees of Scudder Variable Life Investment Fund (the "Fund"), a
Massachusetts business trust, acting pursuant to Section 5.11 of the Declaration
of Trust dated March 15, 1985, as amended, (the "Declaration of Trust") and
having heretofore divided the shares of beneficial interest into separate series
(the "Portfolios"), hereby abolish and dissolve certain Portfolios as follows:
Each of the Managed Natural Resources Portfolio and the 2010 Managed
Zero Coupon Portfolio be and hereby are abolished and dissolved.
Dated: April 13, 1992
/s/ David B. Watts /s/ Daniel Pierce
- ------------------------ ---------------------------
David B. Watts Daniel Pierce
/s/ Kenneth Black, Jr. /s/ J. D. Hammond
- ------------------------ ---------------------------
Kenneth Black, Jr. J. D. Hammond
/s/ Peter B. Freeman
- ------------------------
Peter B. Freeman
Exhibit 1(i)
SCUDDER VARIABLE LIFE INVESTMENT FUND
Establishment and Designation of Series
of Beneficial Interest, without Par Value
The undersigned, being a majority of the duly elected and qualified
Trustees of Scudder Variable Life Investment Fund, a Massachusetts business
trust (the "Trust"), acting pursuant to Section 5.11 of the Declaration of Trust
dated March 15, 1985, as amended (the "Declaration of Trust"), hereby divide the
shares of beneficial interest of the Trust into six separate series (each
individually a "Portfolio," or collectively the "Portfolios"), each Portfolio to
have the following special and relative rights:
1. The Portfolios shall be designated as follows:
Balanced Portfolio
Bond Portfolio
Capital Growth Portfolio
Growth and Income Portfolio
International Portfolio
Money Market Portfolio
2. Each Portfolio shall be authorized to hold cash and invest in
securities and instruments and use investment techniques as described in the
Trust's registration statement under the Securities Act of 1933, as amended.
Each share of beneficial interest of each Portfolio ("share") shall be
redeemable as provided in the Declaration of Trust, shall be entitled to one
vote (or fraction thereof in respect of a fractional share) on matters on which
shares of that Portfolio shall be entitled to vote and shall represent a pro
rata beneficial interest in the assets allocated to that Portfolio. The proceeds
of sales of shares of a Portfolio, together with any income and gain thereon,
less any diminution or expenses thereof, shall irrevocably belong to that
Portfolio, unless otherwise required by law. Each share of a Portfolio shall be
entitled to receive its pro rata share of net assets of that Portfolio upon
liquidation of that Portfolio.
3. Shareholders of each Portfolio shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to that Portfolio as provided in Rule
18f-2, as
<PAGE>
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule.
4. The shares of beneficial interest of the Trust outstanding on the date
hereof shall remain classified as shares of the Portfolios designated in
Paragraph 1 above as the Balanced Portfolio, Bond Portfolio, Capital Growth
Portfolio, International Portfolio, and Money Market Portfolio.
5. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, be allocated to the Balanced Portfolio, Bond
Portfolio, Capital Growth Portfolio, International Portfolio, and Money Market
Portfolio and, hereafter, the assets and liabilities of the Trust shall be
allocated among the Portfolios as set forth in Section 5.11 of the Declaration
of Trust, except as provided below.
(a) Costs incurred in connection with the organization and
registration of shares of the Growth and Income Portfolio shall be
amortized by such Portfolio over the lesser of the life of the
Portfolio or the five-year period beginning with the month the
Portfolio commences operations.
(b) Reimbursement required under any expense limitation, other than
a voluntary expense limitation, applicable to the Trust shall be
allocated among those Portfolios whose expense ratios exceed such
limitation on the basis of the relative expense ratios of such
Portfolios.
(c) The liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any
particular Portfolio shall be allocated among the Portfolios on the
basis of their relative average daily net assets.
(d) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Portfolios.
6. The Trustees (including any successor Trustees) shall have the right at
any time and from time to time to reallocate assets and expenses or to change
the designation of any Portfolio now or hereafter created, or to otherwise
2
<PAGE>
change the special and relative rights of any such Portfolio provided that such
change shall not adversely affect the rights of shareholders of a Portfolio.
The foregoing shall be effective upon execution.
/s/ Kenneth Black, Jr.
- ----------------------------------
Kenneth Black, Jr., as Trustee
/s/ Peter B. Freeman
- ----------------------------------
Peter B. Freeman, as Trustee
/s/ J. D. Hammond
- ----------------------------------
J. D. Hammond, as Trustee
/s/ Daniel Pierce
- ----------------------------------
Daniel Pierce, as Trustee
/s/ David B. Watts
- ----------------------------------
David B. Watts, as Trustee
Dated: February 11, 1994
3
Exhibit 2(a)
BY-LAWS
OF
SCUDDER VARIABLE LIFE INVESTMENT FUND
MARCH 15, 1985
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I - DEFINITIONS 1
ARTICLE II - OFFICES 1
Section 1. Principal Office 1
Section 2. Other Offices 1
ARTICLE III - SHAREHOLDERS 2
Section 1. Meetings 2
Section 2. Notice of Meetings 2
Section 3. Record Date for Meetings
and Other Purposes 2
Section 4. Proxies 3
Section 5. Inspection of Records 4
Section 6. Action without Meeting 4
ARTICLE IV. - TRUSTEES 5
Section 1. Meetings of the Trustees 5
Section 2. Quorum and Manner of Acting 6
ARTICLE V - COMMITTEES 6
Section 1. Executive and Other Committees 6
Section 2. Meeting, Quorum and Manner of Acting 7
ARTICLE VI - OFFICERS 8
Section 1. General Provisions 8
Section 2. Term of Office and Qualifications 8
Section 3. Removal 9
Section 4. Powers and Duties of the President 9
Section 5. Powers and Duties of Vice Presidents 10
Section 6. Powers and Duties of the Treasurer 10
Section 7. Powers and Duties of the Secretary 10
Section 8. Powers and Duties of Assistant
Treasurers 11
Section 9. Powers and Duties of Assistant
Secretaries 11
Section 10. Compensation of Officers and Trustees
and Members of Advisory Board 11
ARTICLE VII - FISCAL YEAR 12
ARTICLE VIII - SEAL 12
ARTICLE IX - WAIVERS OF NOTICE 12
-ii-
<PAGE>
TABLE OF CONTENTS (continued)
Page
----
ARTICLE X - CUSTODY OF SECURITIES 13
Section 1. Employment of A Custodian 13
Section 2. Action Upon Termination of
Custodian Agreement 13
Section 3. Provisions of Custodian Contract 14
Section 4. Central Certificate System 15
Section 5. Acceptance of Receipts in Lieu of
Certificate 16
ARTICLE XI - AMENDMENTS 16
ARTICLE XII - MISCELLANEOUS 17
-iii-
<PAGE>
BY-LAWS
OF
SCUDDER VARIABLE LIFE INVESTMENT FUND
ARTICLE I
DEFINITIONS
The terms "Commission", "Custodian" "Declaration", "Distributor", "Fund",
"Fund Property", His", "Investment Adviser", "1940 Act", "Participating
Insurance Company", "Portfolio", "Shareholder", "Shares", "Transfer Agent",
"Trustees", and "vote of a majority of the Shares outstanding and entitled to
vote", have the respective meanings given them in the Declaration of Trust of
Scudder Variable Life Investment Fund dated March __, 1985 as amended from time
to time.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Fund in the Commonwealth of Massachusetts shall be in the City of
Boston, County of Suffolk.
Section 2. Other Offices. The Fund may have offices in such other places
without as well as within the Commonwealth as the Trustees may from time to time
determine.
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ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders shall be held as
provided in the Declaration at such place within or without the Commonwealth of
Massahusetts as the Trustees shall designate. The holders of a majority of
outstanding Shares present in person or by proxy shall constitute a quorum at
any meeting of the Shareholders.
Section 2. Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder at his address as recorded on the register
of the Fund mailed at least (10) days and not more than sixty (60) days before
the meeting. Only the business stated in the notice of the meeting shall be
considered at such meeting. Any adjourned meeting may be held as adjourned
without further notice. No notice need be given to any Shareholder who shall
have failed to inform the Fund of his current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder or his attorney
thereunto authorized, is filed with the records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose of
determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer
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books for such period, not exceeding thirty (30) days, as the Trustees may
determine; or without closing the transfer books the Trustees may fix a date not
more than sixty (60) days prior to the date of any meeting of Shareholders or
distribution or other action as a record date for the determinations of the
persons to be treated as Shareholders of record for such purposes, except for
dividend payments which shall be governed by the Declaration.
Section 4. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Fund as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Proxies may be solicited in the name of one or more Trustees or one or more of
the officers of the Fund. Only Shareholders of record shall be entitled to vote.
Each whole share shall be entitled to one vote as to any matter on which it is
entitled by the Declaration to vote, and each fractional Share shall be entitled
to a proportionate fractional vote. When any Share is held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in
respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Share. A
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proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. If the holder of any such share is a
minor or a person of unsound mind, and subject to guardianship or the legal
control of any other person as regards the charge or management of such Share,
he may vote by his guardian or such other person appointed or having such
control, and such vote may be given in person or by proxy.
Section 5. Inspection of Records. The records of the Fund shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation.
Section 6. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-Laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consents shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
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ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, or by any one
of the Trustees, at the time being in office. Notice of the time and place of
each meeting other than regular or stated meetings shall be given by the
Secretary or an Assistant Secretary or by the officer or Trustee calling the
meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his
business address, or personally delivered to him at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any meeting. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and participation by such means shall be deemed to have been held at a
place designated
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by the Trustees at the meeting. Participation in a telephone conference meeting
shall constitute presence in person at such meeting. Any action required or
permitted to be taken at any meeting of the Trustees may be taken by the
Trustees without a meeting if all the Trustees consent to the action in writing
and the written consents are filed with the records of the Trustees' meetings.
Such consents shall be treated as a vote for all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall
be present in person at any regular or special meeting of the Trustees in order
to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration or these By-Laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time un il
a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) to hold office at the pleasure
of the Trustees, which
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shall have the power to conduct the current and ordinary business of the Fund
while the Trustees are not in session, including the purchase and sale of
securities and the designation of securities to be delivered upon redemption of
Shares of the Fund, and such other powers of the Trustees as the Trustees may,
from time to time, delegate to them except those powers which by law, the
Declaration or these By-Laws they are prohibited from delegating. The Trustees
may also elect from their own number other Committees from time to time, the
number composing such Committees, the powers conferred upon the same (subject to
the same limitations as with respect to the Executive Committee) and the term of
membership on such Committees to be determined by the Trustees. The Trustees may
designate a chairman of any such Committee. In the absence of such designation
the Committee may elect its own Chairman.
Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
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The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the Office of the Fund.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Fund shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Fund may require, including one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may
delegate to any officer or committee the power to appoint any subordinate
officers or agents.
Section 2. Term of Office and Qualifications. Except as otherwise provided
by law, the Declaration or these By-Laws, the President, the Treasurer and the
Secretary shall each hold office until his successor shall have been duly
elected and qualified, and all other officers shall hold office at the pleasure
of the Trustees. The Secretary and Treasurer may be the same person. A Vice
President and the Treasurer or a Vice President and the Secretary may be the
same person, but the offices of Vice President, Secretary and Treasurer shall
not be held by the same person. The President shall hold no other office.
Except as above provided, any two offices may be held
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by the same person. Any officer may be but none need be a Trustee or
Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer without cause, by a vote of a majority of the
Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointing officer or
committee.
Section 4. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Fund. He shall have
the power to employ attorneys and counsel for the Fund and to employ such
subordinate officers, agents, clerks and employees as he may find necessary to
transact the business of the Fund. He shall also have the power to grant, issue,
execute or sign such powers of attorney, proxies or other documents as may be
deemed advisable or necessay in furtherance of the interests of the Fund. The
President shall have such other powers and duties, as from time to time may be
conferred upon or assigned to him by the Trustees.
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Section 5. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Fund. He shall deliver all
funds of the Fund which may come into his hands to such Custodian as the
Trustees may employ pursuant to Article X of these By-Laws. He shall render a
statement of condition of the finances of the Fund to the Trustees as often as
they shall require the same and he shall in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Trustees. The Treasurer shall give a bond for the
faithful discharge of his duties, if required so to do by the Trustees, in such
sum and with such surety or sureties as the Trustees shall require.
Section 7. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Trustees and of the Shareholders in proper
books provided for that purpose; he shall have custody of the seal of the Fund;
he shall have charge of the Share transfer books, lists and
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records unless the same are in the charge of the Transfer Agent. He shall attend
to the giving and serving of all notices by the Fund in accordance with the
provisions of these By-Laws and as required by law; and subject to these
By-Laws, he shall in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Trustees.
Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him by the Trustees. Each Assistant Treasurer shall
give a bond for the faithful discharge of his duties, if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
Section 9. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.
Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration, the
compensation of the officers
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and Trustees and members of the Advisory Board shall be fixed from time to time
by the Trustees or, in the case of officers, by any Committee or officer upon
whom such power may be conferred by the Trustees. No officer shall be prevented
from receiving such compensation as such officer by reason of the fact that he
is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of July in each
year and shall end on the thirtieth day of June in each year, provided, however,
that the Trustees may from time to time change the fiscal year.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall
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be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or wirelessed for the purposes of these By-Laws when it has been
delivered to a representative of any telegraph, cable or wireless company with
instructions that it be telegraphed, cabled or wirelessed.
ARTICLE X
CUSTODY OF SECURITIES
Section 1. Employment of a Custodian. The Trust shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments included in the
Fund Property. The Custodian (and any sub-custodian) shall be a bank having not
less than $2,000,000 aggregate capital, surplus and undivided profits and shall
be appointed from time to time by the Trustees, who shall fix its remuneration.
Section 2. Action Upon Termination of Custodian Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the trustees shall promptly appoint a successor custodian, but in the
event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Trustees shall call as promptly as
possible a special meeting of the Shareholders to determine whether the Fund
shall function without a custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding voting securities, the
Custodian shall
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deliver and pay over all Fund Property held by it as specified in such vote.
Section 3. Provisions of Custodian Contract. The following provisions
shall apply to the employment of a Custodian and to any contract entered into
with the Custodian so employed:
The Trustees shall cause to be delivered to the Custodian all securities
included in the Fund Property or to which the Fund may become entitled,
and shall order the same to be delivered by the Custodian only in
completion of a sale, exchange, transfer, pledge, loan of portfolio
securities to another person, or other disposition thereof, all as the
Trustees may generally or from time to time require or approve or to a
successor Custodian; and the Trustees shall cause all funds included in
the Fund Property or to which it may become entitled to be paid to the
Custodian, and shall order the same disbursed only for investment against
delivery of the securities acquired, or the return of cash held as
collateral for loans of portfolio securities, or in payment of expenses,
including management compensation, and liabilities of the Fund, including
distributions to shareholders, or to a successor Custodian.
Notwithstanding anything to the contrary in these By-Laws, upon receipt of
proper instructions, which may be standing instructions, the custodian may
deliver funds in the following cases. In connection with repurchase
agreements, the Custodian shall transmit, prior
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to receipt on behalf of the Fund of any securities or other property,
funds from the Fund's custodian account to a special custodian approved by
the Trustees of the Fund, which funds shall be used to pay for securities
to be purchased by the Fund subject to the Fund's obligation to sell and
the seller's obligation to repurchase such securities. In such case, the
securities shall be held in the custody of the special custodian. In
connection with the Fund's purchase or sale of financial futures
contracts, the Custodian shall transmit, prior to receipt on behalf of the
Fund of any securities or other property, funds from the Fund's custodian
account in order to furnish to and maintain funds with brokers as margin
to guarantee the performance of the Fund's futures obligations in
accordance with the applicable requirements of commodities exchanges and
brokers.
Section 4. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the Custodian to
deposit all or any part of the securities owned by the Fund in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any
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issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Fund.
Section 5. Acceptance of Receipts in Lieu of Certificates. Subject to such
rules, regulations and orders as the Commission may adopt, the Trustees may
direct the Custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.
ARTICLE XI
AMENDMENTS
These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be adopted by (a) vote of a majority of the Shares outstanding and
entitled to vote or (b) by the Trustees, provided, however, that no By-Law may
be amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of
the Shareholders.
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ARTICLE XII
MISCELLANEOUS
(A) Except as hereinafter provided, no officer or Trustee of the Fund and
no partner, officer, director or shareholder of the Investment Adviser of the
Fund (as that term is defined in the Investment Company Act of 1940) or of the
underwriter of the Fund, and no Investment Adviser or underwriter of the Fund,
shall take long or short positions in the securities issued by the Fund.
(1) The foregoing provisions shall not prevent the underwriter from
purchasing Shares from the Fund if such purchases are limited (except for
reasonable allowances for clerical errors, delays and errors of
transmission and cancellation of orders) to purchase for the purpose of
filling orders for such Shares received by the underwriter, and provided
that orders to purchase from the Fund are entered with the Fund or the
Custodian promptly upon receipt by the underwriter of purchase orders for
such Shares, unless the underwriter is otherwise instructed by its
customer.
(2) The foregoing provision shall not prevent the underwriter from
purchasing Shares of the Fund as agent for the account of the Fund.
(3) The foregoing provisions shall not prevent the purchase from the
Fund or from the underwriter of Shares issued by the Fund, by any officer,
or Trustee of the Fund
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or by any partner, officer, director or shareholder of the Investment
Adviser of the Fund or of the underwriter of the Fund at the price
available to the public generally at the moment of such purchase, or as
described in the then currently effective Prospectus of the Fund.
(4) The foregoing shall not prevent the Investment Adviser, or any
affiliate thereof, of the Fund from purchasing Shares prior to the
effectiveness of the first registration statement relating to the Shares
under the Securities Act of 1933.
(B) The Fund shall not lend assets of the Fund to any officer or Trustee
of the Fund, or to any partner, officer, director or shareholder of, or person
financially interested in, the Investment Adviser of the Fund, or the
underwriter of the Fund, or to the Investment Adviser of the Fund or to the
underwriter of the Fund.
(C) The Fund shall not impose any restrictions upon the transfer of the
Shares of the Fund except as provided in the Declaration, but this requirement
shall not prevent the charging of customary transfer agent fees.
(D) The Fund shall not permit any officer or Trustee of the Fund, or any
partner, officer or director of the Investment Adviser or underwriter of the
Fund to deal for or on behalf of the Fund with himself as principal or agent, or
with any partnership, association or corporation in which he has a financial
interest; provided that the foregoing provisions shall not
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prevent (a) officers and Trustees of the Fund or partners, officers or directors
of the Investment Adviser or underwriter of the Fund from buying, holding or
selling shares in the Fund, or from being partners, officers or directors or
otherwise financially interested in the Investment Adviser or underwriter of the
Fund; (b) purchases or sales of securities or other property by the Fund from or
to an affiliated person or to the Investment Advisers or underwriters of the
Fund if such transaction is exempt from the applicable provisions of the 1940
Act; (c) purchases of investments for the protfolio of the Fund or sales of
investments owned by the Fund through a security dealer who is, or one or more
of whose partners, shareholders, officers or directors is, an officer or Trustee
of the Fund, or a partner, officer or director of the Investment Adviser or
underwriter of the Fund, if such transactions are handled in the capacity of
broker only and commissions charged do not exceed customary brokerage charges
for such services; (d) employment of legal counsel, registrar, Transfer Agent,
dividend disbursing agent or Custodian who is, or has a partner, shareholder,
officer, or director who is, an officer or Trustee of the Fund, or a partner,
officer or director of the Investment Adviser or underwriter of the Fund, if
only customary fees are charged for services to the Fund; (e) sharing
statistical research, legal and management expenses and office hire and expenses
with any other investment company in which an officer or Trustee of the Fund, or
a partner, officer or direc-
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tor of the Investment Adviser or underwriter of the Fund, is an officer or
director or otherwise financially interested.
(E) The Fund shall conform its investment objectives, policies and
restrictions to the insurance law requirements of the State of New York
applicable to registered investment companies in which the separate accounts of
life insurance companies invest.
END OF BY-LAWS
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EXHIBIT 2(b)
SCUDDER VARIABLE LIFE INVESTMENT FUND
On November 13, 1991, the Trustees of the Scudder Variable Life Investment
Fund adopted the following resolution amending the By-Laws of the Fund:
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice
of regular or stated meetings need not be given. Meetings of the Trustees
other than regular or stated meetings shall be held whenever called by the
President, or by any one of the Trustees, at the time being in office.
Notice of the time and place of each meeting other than regular or stated
meetings shall be given by the Secretary or an Assistant Secretary or by
the officer or Trustee calling the meeting and shall be mailed to each
Trustee at his residence or business address at least two days before the
meeting, or delivered to him personally or transmitted by telegraph, cable
or other communication leaving a visual record at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a
meeting need not be given to any Trustee if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of
the meeting, or to any Trustee who attends the meeting without protesting
prior thereto or at its commencement the lack of notice to him. A notice
or waiver of notice need not specify the purpose of any meeting. The
Trustees may meet by means of a telephone conference circuit or similar
communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such
means shall be deemed to have been held at a place designated by the
Trustees at the meeting. Participation in a telephone conference meeting
shall constitute presence in person at such meeting. Any action required
or permitted to be taken at such meeting. Any action required or permitted
to be taken at any meeting of the Trustees may be taken by the Trustees
without a meeting if all the Trustees consent to the action in writing and
the written consents are filed with the records of the Trustees' meetings.
Such consents shall be treated as a vote for all purposes.
Exhibit 5(a)
SCUDDER VARIABLE LIFE INVESTMENT FUND
175 Federal Street
Boston, Massachusetts 02110
November 14 , 1986
Scudder, Stevens & Clark Ltd.
175 Federal Street
Boston, MA 02110
Investment Advisory Agreement
Dear Sirs:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. The shares of beneficial interest of the Fund are divided into separate
series ("Portfolios"), each of which is established pursuant to written
instruments executed by the Trustees of the Fund. Portfolios may be terminated,
and additional Portfolios established, from time to time by action of the
Trustees. The Fund has selected you to act as the sole investment adviser for
the Portfolios of the Fund referred to in Paragraph 5 herein and to provide
certain other services, as more fully set forth below, and you are willing to
act as such investment adviser and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund agrees with you as
follows:
1. Delivery of Fund Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:
(a) Declaration of Trust of the Fund, dated March 15, 1985, as amended
from time to time.
(b) By-Laws of the Fund as in effect on the date hereof.
(c) Resolutions of the Trustees of the Fund selecting you as investment
adviser and approving the form of this Agreement.
(d) Written Instruments to Establish and Designate Separate Series of
Shares.
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The Fund will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.
2. Name of Fund. The Fund may use any name derived from the name "Scudder,
Stevens & Clark", if it elects to do so, only for so long as this Agreement, any
other Investment Advisory Agreement between you and the Fund, or any extension,
renewal or amendment hereof or thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to your business as
investment adviser. At such time as such an agreement shall no longer be in
effect, the Fund will (to the extent that it lawfully can) cease to use such a
name or any other name indicating that it is advised by or otherwise connected
with you or any organization which shall have so succeeded to your business.
3. Advisory Services. You will regularly provide each Portfolio of the
Fund with investment research, advice and supervision and will furnish
continuously an investment program for each Portfolio consistent with the
investment objectives and policies of such Portfolios and of the Fund. You will
determine what securities shall be purchased for each Portfolio, what securities
shall be held or sold by each Portfolio, and what portion of each Portfolio's
assets shall be held uninvested, subject always to the provisions of the Fund's
Declaration of Trust and By-Laws and of the Investment Company Act of 1940, as
amended, and to the investment objectives, policies and restrictions of such
Portfolios and of the Fund, as each of the same shall be from time to time in
effect, and subject, further, to such policies and instructions as the Trustees
may from time to time establish. You shall advise and assist the officers of the
Fund in taking such steps as are necessary or appropriate to carry out the
decisions of the Trustees and the appropriate committees of the Trustees
regarding the conduct of the business of the Fund.
4. Allocation of Charges and Expenses. You will pay the compensation and
expenses of all officers and executive employees of the Fund and will make
available, without expense to the Fund, the services of such of your managing
directors, principals and employees as may duly be elected officers or Trustees
of the Fund, subject to their individual consent to serve and to any limitations
imposed by law. You will pay the Fund's office rent and will provide investment
advisory research and statistical facilities and all clerical services relating
to research, statistical and investment work. You will not be required to pay
any expenses of the Fund other than those specifically allocated to you in this
paragraph 4. In particular, but without limiting the generality of the
foregoing, you will not be required to pay: organization expenses
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of the Fund; clerical salaries; fees and expenses incurred by the Fund in
connection with membership in investment company organizations; brokers'
commissions; payment for portfolio pricing services to a pricing agent, if any;
legal, auditing or accounting expenses; taxes or governmental fees; the fees and
expenses of the transfer agent of the Fund; the cost of preparing share
certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of shares of the Fund; the expenses of and fees for
registering or qualifying securities for sale; the fees and expenses of Trustees
of the Fund who are not affiliated with you; the cost of preparing and
distributing reports and notices to shareholders; public and investor relations
expenses; or the fees or disbursements of custodians of the Fund's assets,
including expenses incurred in the performance of any obligations enumerated by
the Declaration of Trust or By-Laws of the Fund insofar as they govern
agreements with any such custodian. You shall not be required to pay expenses of
any activity which is primarily intended to result in the sale of shares,
including clerical expenses, of offer, sale, underwriting and distribution of
the Fund's shares if and to the extent that such expenses (i) are required to be
borne by a principal underwriter which acts as the distributor of the Fund's
shares pursuant to an underwriting agreement which provides that the underwriter
shall assume some or all of such expenses, or (ii) the Fund shall have adopted a
plan in conformity with Rule 12b-1 under the Investment Company Act of 1940, as
amended, providing that the Fund shall assume some or all of such expenses. You
shall be required to pay such of the foregoing expenses as are not required to
be paid by the principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund pursuant to such a plan.
5. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 3 and 4 hereof, the Fund will pay you on
the last day of each month a fee equal to 1/12 of the sum of the following fees
computed as a percentage of the average daily net assets for such month of each
of the respective Portfolios: Money Market Portfolio - .37%; Managed Bond
Portfolio - .475%; Managed Equity Portfolio - .475%; Managed Diversified
Portfolio - .475%; 1990 Managed Zero Coupon Portfolio - .425%; 1995 Managed Zero
Coupon Portfolio - .425%; 2000 Managed Zero Coupon Portfolio - .425%; 2005
Managed Zero Coupon Portfolio - .425%; and 2010 Managed Zero Coupon Portfolio -
.425%. The "average daily net assets" of a Portfolio are defined as the average
of the values placed on the net assets of such Portfolio as of 4:00 p.m. (New
York time), on each day on which the net asset value of the Fund's Portfolios is
determined consistent with the provisions of Rule 22c-1 under the Investment
Company Act of 1940 or, if the Fund lawfully determines the value of the net
assets of a
-3-
<PAGE>
Portfolio as of some other time on each business day, as of such time. The value
of net assets of each Portfolio shall be determined pursuant to the applicable
provisions of the Declaration of Trust of the Fund. If, pursuant to such
provisions, the determination of net asset value is suspended for any particular
business day, then for the purposes of this paragraph 5, the value of the net
assets of each Portfolio of the Fund as last determined shall be deemed to be
the value of the net assets as of the close of the New York Stock Exchange, or
as of such other time as the value of the net assets of the Fund's Portfolios
may lawfully be determined, on that day. If the determination of the net asset
value of the shares of the Fund's Portfolios has been suspended pursuant to the
Declaration of Trust of the Fund for a period including such month, your
compensation payable at the end of such month shall be computed on the basis of
the value of the net assets of the Portfolios of the Fund as last determined
(whether during or prior to such month). If the Fund determines the value of the
net assets of its Portfolios more than once on any day, the last such
determination thereof on that day shall be deemed to be the sole determination
thereof on that day for the purposes of this paragraph 5. You may waive all or a
portion of your fees provided for hereunder. In the event that others than you
agree to assume expenses of the Fund by way of reimbursement or otherwise, you
may as a matter of administrative convenience, but shall not be obligated to,
advance to the Fund an amount representing all or a portion of the expenses so
assumed. If you do advance such an amount to the Fund and you are not repaid
after a reasonable time by the party whose obligation it is to assume such
expense of the Fund, you shall be entitled to have the amount of such advance
returned to you upon request.
6. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither you nor any
of your managing directors, principals, directors, officers or employees will
act as a principal or agent or receive any commission. You or your agent shall
arrange for the placing of all orders for the purchase and sale of portfolio
securities for the Fund's account with brokers or dealers selected by you. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the most favorable execution and net
price available. If any occasion should arise in which you give any advice to
clients of yours concerning the shares of the Fund, you will act solely as
investment counsel for such clients and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others.
-4-
<PAGE>
7. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as your employee or agent.
8. Duration and Termination of this Agreement. This Agreement shall remain
in force with respect to each Portfolio until September 30, 1987, and from year
to year thereafter, but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Trustees who are not
interested persons of you or of the Fund, cast in person at a meeting called for
the purpose of voting on such approval and by a vote of the Trustees or of a
majority of the outstanding voting securities of such Portfolio. This Agreement
may, on 60 days' written notice, be terminated at any time without the payment
of any penalty, by the Trustees, by vote of a majority of the outstanding voting
securities of such Portfolio, or by you. This Agreement shall automatically
terminate in the event of its assignment. In interpreting the provisions of this
Agreement, the definitions contained in Section 2(a) of the Investment Company
Act of 1940, as modified by Rule 18f-2 under the Act, (particularly the
definitions of "interested person," "assignment" and "majority of the
outstanding voting securities"), as from time to time amended, shall be applied,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission by any rule, regulation or order.
9. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective with respect to any Portfolio until approved by vote of the holders of
a majority of the outstanding voting securities of such Portfolio and by the
Trustees, including a majority of the Trustees who are not interested persons of
you or of the Fund, cast in person at a meeting called for the purpose of voting
on such approval.
10. Miscellaneous. It is understood and expressly stipulated that neither
the holders of shares of the Fund nor the Trustees shall be personally liable
hereunder. The captions in
-5-
<PAGE>
this Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985
and all persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Yours very truly,
SCUDDER VARIABLE LIFE
INVESTMENT FUND
By /s/ David B. Watts
------------------------
President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER, STEVENS & CLARK LTD.
By /s/ Daniel Pierce
-----------------------
Managing Director
-6-
Exhibit 5(b)
SCUDDER VARIABLE LIFE INVESTMENT FUND
175 Federal Street
Boston, Massachusetts 02110
February 27, 1986
Scudder, Stevens & Clark Ltd.
175 Federal Street
Boston, MA 02110
Investment Advisory Agreement
Dear Sirs:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. The shares of beneficial interest of the Fund are divided into separate
series ("Portfolios"), each of which is established pursuant to a written
instrument executed by the Trustees of the Fund. Portfolios may be terminated,
and additional Portfolios established, from time to time by action of the
Trustees. The Fund has selected you to act as the sole investment adviser for
the Zero Coupon Portfolios of the Fund and to provide certain other services, as
more fully set forth below, and you are willing to act as such investment
adviser and to perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Fund agrees with you as follows:
1. Delivery of Fund Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:
(a) Declaration of Trust of the Fund, dated March 15, 1985, as amended
from time to time.
(b) By-Laws of the Fund as in effect on the date hereof.
(c) Resolutions of the Trustees of the Fund selecting you as investment
adviser and approving the form of this Agreement.
(d) Written Instruments to Establish and Designate Separate Series of
Shares.
The Fund will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.
<PAGE>
2. Name of Fund. The Fund may use any name derived from the name "Scudder,
Stevens & Clark", if it elects to do so, only for so long as this Agreement, any
other Investment Advisory Agreement between you and the Fund, or any extension,
renewal or amendment hereof or thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to your business as
investment adviser. At such time as such an agreement shall no longer be in
effect, the Fund will (to the extent that it lawfully can) cease to use such a
name or any other name indicating that it is advised by or otherwise connected
with you or any organization which shall have so succeeded to your business.
3. Advisory Services. You will regularly provide each Zero Coupon
Portfolio of the Fund with investment research, advice and supervision and will
furnish continuously an investment program for each Zero Coupon Portfolio
consistent with the investment objectives and policies of such Portfolios and of
the Fund. You will determine what securities shall be purchased for each Zero
Coupon Portfolio, what securities shall be held or sold by each such Portfolio,
and what portion of each such Portfolio's assets shall be held uninvested,
subject always to the provisions of the Fund's Declaration of Trust and By-Laws
and of the Investment Company Act of 1940, as amended, and to the investment
objectives, policies and restrictions of such Portfolios and of the Fund, as
each of the same shall be from time to time in effect, and subject, further, to
such policies and instructions as the Trustees may from time to time establish.
You shall advise and assist the officers of the Fund in taking such steps as are
necessary or appropriate to carry out the decisions of the Trustees and the
appropriate committees of the Trustees regarding the conduct of the business of
the Fund.
4. Allocation of Charges and Expenses. You will pay the compensation and
expenses of all officers and executive employees of the Fund and will make
available, without expense to the Fund, the services of such of your managing
directors, principals and employees as may duly be elected officers or Trustees
of the Fund, subject to their individual consent to serve and to any limitations
imposed by law. You will pay the Fund's office rent and will provide investment
advisory research and statistical facilities and all clerical services relating
to research, statistical and investment work. You will not be required to pay
any expenses of the Fund other than those specifically allocated to you in this
paragraph 4. In particular, but without limiting the generality of the
foregoing, you will not be required to pay: organization expenses of the Fund;
clerical salaries; fees and expenses incurred by the Fund in connection with
membership in investment company organizations; brokers' commissions; payment
for portfolio
-2-
<PAGE>
pricing services to a pricing agent, if any; legal, auditing or accounting
expenses; taxes or governmental fees; the fees and expenses of the transfer
agent of the Fund; the cost of preparing share certificates or any other
expenses, including clerical expenses of issue, redemption or repurchase of
shares of the Fund; the expenses of and fees for registering or qualifying
securities for sale; the fees and expenses of Trustees of the Fund who are not
affiliated with you; the cost of preparing and distributing reports and notices
to shareholders; public and investor relations expenses; or the fees or
disbursements of custodians of the Fund's assets, including expenses incurred in
the performance of any obligations enumerated by the Declaration of Trust or
By-Laws of the Fund insofar as they govern agreements with any such custodian.
You shall not be required to pay expenses of any activity which is primarily
intended to result in the sale of shares, including clerical expenses, of offer,
sale, underwriting and distribution of the Fund's shares if and to the extent
that such expenses (i) are required to be borne by a principal underwriter which
acts as the distributor of the Fund's shares pursuant to an underwriting
agreement which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Fund shall have adopted a plan in conformity with Rule
12b-1 under the Investment Company Act of 1940, as amended, providing that the
Fund shall assume some or all of such expenses. You shall be required to pay
such of the foregoing expenses as are not required to be paid by the principal
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Fund pursuant to such a plan.
5. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 3 and 4 hereof, the Fund will pay you on
the last day of each month a fee equal to .425% of the average daily net assets
for such month of each of the Zero Coupon Portfolios. The "average daily net
assets" of the Zero Coupon Portfolios are defined as the average of the values
placed on the net assets of such Portfolios as of 4:00 p.m. (New York time), on
each day on which the net asset value of the Fund's Portfolios is determined
consistent with the provisions of Rule 22c-1 under the Investment Company Act of
1940 or, if the Fund lawfully determines the value of the net assets of such
Portfolios as of some other time on each business day, as of such time. The
value of net assets of the Zero Coupon Portfolios shall be determined pursuant
to the applicable provisions of the Declaration of Trust of the Fund. If,
pursuant to such provisions, the determination of net asset value is suspended
for any particular business day, then for the purposes of this paragraph 5, the
value of the net assets of the Zero Coupon Portfolios of the Fund as last
determined shall be deemed to be the value of the net assets as of the close of
the New York Stock Exchange, or
-3-
<PAGE>
as of such other time as the value of the net assets of the Fund's Zero Coupon
Portfolios may lawfully be determined, on that day. If the determination of the
net asset value of the shares of the Zero Coupon Portfolios has been suspended
pursuant to the Declaration of Trust of the Fund for a period including such
month, your compensation payable at the end of such month shall be computed on
the basis of the value of the net assets of the Zero Coupon Portfolios of the
Fund as last determined (whether during or prior to such month). If the Fund
determines the value of the net assets of its Zero Coupon Portfolios more than
once on any day, the last such determination thereof on that day shall be deemed
to be the sole determination thereof on that day for the purposes of this
paragraph 5. You may waive all or a portion of your fees provided for hereunder.
In the event that others than you agree to assume expenses of the Fund by way of
reimbursement or otherwise, you may as a matter of administrative convenience,
but shall not be obligated to, advance to the Fund an amount representing all or
a portion of the expenses so assumed. If you do advance such an amount to the
Fund and you are not repaid after a reasonable time by the party whose
obligation it is to assume such expense of the Fund, you shall be entitled to
have the amount of such advance returned to you upon request.
6. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither you nor any
of your managing directors, principals, directors, officers or employees will
act as a principal or agent or receive any commission. You or your agent shall
arrange for the placing of all orders for the purchase and sale of portfolio
securities for the Fund's account with brokers or dealers selected by you. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the most favorable execution and net
price available. If any occasion should arise in which you give any advice to
clients of yours concerning the shares of the Fund, you will act solely as
investment counsel for such clients and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others.
7. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become
-4-
<PAGE>
an employee of and paid by the Fund shall be deemed, when acting within the
scope of his employment by the Fund, to be acting in such employment solely for
the Fund and not as your employee or agent.
8. Duration and Termination of this Agreement. This Agreement shall remain
in force with respect to the Zero Coupon Portfolios until September 30, 1987,
and from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees who are not interested persons of you or of the Fund, cast in person at
a meeting called for the purpose of voting on such approval and by a vote of the
Trustees or of a majority of the outstanding voting securities of such
Portfolios. This Agreement may, on 60 days' written notice, be terminated at any
time without the payment of any penalty, by the Trustees, by vote of a majority
of the outstanding voting securities of the Zero Coupon Portfolios, or by you.
This Agreement shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Agreement, the definitions contained in
Section 2(a) of the Investment Company Act of 1940, as modified by Rule 18f-2
under the Act, (particularly the definitions of "interested person,"
"assignment" and "majority of the outstanding voting securities"), as from time
to time amended, shall be applied, subject, however, to such exemptions as may
be granted by the Securities and Exchange Commission by any rule, regulation or
order.
9. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective with respect to the Zero Coupon Portfolios until approved by vote of
the holders of a majority of the outstanding voting securities of such
Portfolios and by the Trustees, including a majority of the Trustees who are not
interested persons of you or of the Fund, cast in person at a meeting called for
the purpose of voting on such approval.
10. Miscellaneous. It is understood and expressly stipulated that neither
the holders of shares of the Fund nor the Trustees shall be personally liable
hereunder. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
-5-
<PAGE>
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985
and all persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Yours very truly,
SCUDDER VARIABLE LIFE
INVESTMENT FUND
By /s/ David B. Watts
-------------------------
President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER, STEVENS & CLARK LTD.
By /s/ David S. Lee
-------------------------
Managing Director
-6-
Exhibit 5(c)
SCUDDER VARIABLE LIFE INVESTMENT FUND
175 Federal Street
Boston, Massachusetts 02110
May 2, 1988
Scudder, Stevens & Clark, Inc.
175 Federal Street
Boston, MA 02110
Investment Advisory Agreement
[Managed Natural Resources Portfolio]
Dear Sirs:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. The shares of beneficial interest of the Fund ("Share") are divided
into multiple series including the Managed Natural Resources Portfolio (the
"Portfolio"), as established pursuant to a written instrument executed by the
Trustees of the Fund. Portfolios may be terminated, and additional Portfolios
established, from time to time by action of the Trustees. The Fund on behalf of
the Portfolio has selected you to act as the sole investment adviser for the
Portfolio and to provide certain other services, as more fully set forth below,
and you are willing to act as such investment adviser and to perform such
services under the terms and conditions hereinafter set forth. Accordingly, the
Fund agrees with you as follows:
1. Delivery of Fund Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:
(a) Declaration of Trust of the Fund, dated March 15, 1985, as amended
from time to time.
(b) By-laws of the Fund as in effect on the date hereof.
(C) Resolutions of the Trustee of the Fund selecting you as investment
adviser and approving the form of this Agreement.
(d) Written Instruments to Establish and Designate Separate Series of
Shares.
The Fund will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.
2. Name of Fund. The Fund may use any name derived from the name "Scudder,
Stevens & Clark", if it elects to do so, only for so long as this Agreement, any
other Investment Advisory Agreement between you and the Fund, or any extension,
renewal or amendment hereof or thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to your business as
investment adviser.
<PAGE>
At such time as such an agreement shall no longer be in effect, the Fund will
(to the extent that it lawfully can) cease to use such a name or any other name
indicating that it is advised by or otherwise connected with you or any
organization which shall have so succeeded to your business.
3. Advisory Services. You will regularly provide the Portfolio with
investment research, advice and supervision and will furnish continuously an
investment program consistent with the investment objectives and policies of the
Portfolio and of the Fund. You will determine what securities shall be purchased
for the Portfolio, what securities shall be held or sold by the Fund, and what
portion of the Portfolio's assets shall be held uninvested, subject always to
the provisions of the Fund's Declaration of Trust and By-Laws and of the
Investment Company Act of 1940, as amended, and to the investment objectives,
policies and restrictions of the Portfolio and of the Fund, as each of the same
shall be from time to time in effect, and subject, further, to such policies and
instructions as the Trustees may from time to time establish. You shall advise
and assist the officers of the Fund in taking such steps as are necessary or
appropriate to carry out the decisions of the Trustees and the appropriate
committees of the Trustees regarding the conduct of the business of the Fund.
4. Allocation of Charges and Expenses. You will pay the compensation and
expenses of all officers and executive employees of the Fund and will make
available, without expense to the Fund, the services of such of your managing
directors, officers and employees as may duly be elected officers or Trustees of
the Fund, subject to their individual consent to serve and to any limitations
imposed by law. You will pay the Portfolio's office rent and will provide
investment advisory research and statistical facilities and all clerical
services relating to research, statistical and investment work. You will not be
required to pay any expenses of the Fund other than those specifically allocated
to you in this paragraph 4. In particular, but without limiting the generality
of the foregoing, you will not be required to pay: organization expenses of the
Fund; clerical salaries; fees and expenses incurred by the Fund in connection
with membership in investment company organizations; brokers' commissions;
payment for portfolio pricing services to a pricing agent, if any; legal,
auditing or accounting expenses; taxes or governmental fees; the fees and
expenses of the transfer agent of the Fund; the cost of preparing share
certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of shares of the Fund; the expenses of and fees for
registering or qualifying securities for sale; the fees and expenses of Trustees
of the Fund who are not affiliated with you; the cost of preparing the
distributing reports and notices to shareholders; public and investor relations
expenses; or the fees or disbursements of custodians of the Fund's assets,
including expenses incurred in the performance of any obligations enumerated by
the Declaration of Trust or By-Laws of the Fund insofar as they govern
agreements with any such custodian. You shall not be required to pay expenses of
any activity which is primarily intended to result in the sale of shares,
including clerical expenses, of offer, sale, underwriting and distribution of
the Fund's shares if and to the extent that such expenses (i) are required to be
borne by a principal underwriter which acts as the distributor of the Fund's
shares pursuant to an underwriting agreement which provides that the underwriter
shall assume some or all of such
-2-
<PAGE>
expenses, or (ii) the Fund on behalf of the Portfolio shall have adopted a plan
in conformity with Rule 12b-1 under the Investment Company Act of 1940, as
amended, providing that the Fund (or some other party) shall assume some or all
of such expenses. You shall be required to pay such of the foregoing expenses as
are not required to be paid by the principal underwriter pursuant to the
underwriting agreement or are not permitted to be paid by the Fund (or some
other party) pursuant to such a plan.
5. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 3 and 4 hereof, the Fund on behalf of
the Portfolio will pay you on the last day of each month a fee equal to 1/12 of
.875% of the average daily net assets of the Portfolio for such month. The
"average daily net assets" of the Portfolio are defined as the average of the
values placed on the net assets of the Portfolio as of the close of the New York
Stock Exchange on each day on which the net asset value of the Portfolio is
determined consistent with the provisions of Rule 22c-1 under the Investment
Company Act of 1940 or, if the Fund lawfully determines the value of the net
assets of the Portfolio as of some other time of each business day, as of such
time. The value of net assets shall be determined pursuant to the applicable
provisions of the Declaration of Trust of the Fund. If, pursuant to such
provisions, the determination of net asset value is suspended for any particular
business day, then for the purposes of this paragraph 5, the value of the net
assets of the Portfolio as last determined shall be deemed to be the value of
the net assets as of the close of the New York Stock Exchange, or as of such
other time as the value of the net assets of the Portfolio may lawfully be
determined, on that day. If the determination of the net asset value of the
shares of the Portfolio has been suspended pursuant to the Declaration of Trust
of the Fund for a period including such month, your compensation payable at the
end of such month shall be computed on the basis of the value of the net assets
of the Portfolio of the Fund as last determined (whether during or prior to such
month). If the Fund determines the value of the net assets of the Portfolio more
than once on any day, the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of this
paragraph 5. You may waive all or a portion of your fees provided for hereunder.
To the extent that you agree to waive all or a portion of your fees or to
reimburse a portion of the Fund's expenses, you shall be contractually bound by
the publicly announced waivers or reimbursements. In the event that others than
you agree to assume expenses of the Fund by way of reimbursement or otherwise,
you may as a matter of administrative convenience, but shall not be obligated
to, advance to the Fund an amount representing all or a portion of the expenses
so assumed. If you do advance such an amount to the Fund and you are not repaid
after a reasonable time by the party whose obligation it is to assume such
expense of the Fund, you shall be entitled to have the amount of such advance
returned to you upon request.
6. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Portfolio, neither you nor
any of your managing directors, principals, directors, officers or employees
will act as a principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by you. In the selection of such
-3-
<PAGE>
brokers or dealers and the placing of such orders, you are directed at all times
to seek for the Portfolio the most favorable execution and net price available.
If any occasion should arise in which you give any advice to clients of yours
concerning the shares of the Portfolio, you will act solely as investment
counsel for such clients and not in any way on behalf of the Portfolio. Your
services to the Portfolio pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others.
7. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio in
connection with the matters to which this Agreement relates except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as your employee or agent.
8. Duration and Termination of this Agreement. This Agreement shall remain
in force with respect to the Portfolio until September 30, 1989, and from year
to year thereafter, but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Trustees who are not
interested persons of you or of the Fund, cast in person at a meeting called for
the purpose of voting on such approval and by a vote of the Trustees or of a
majority of the outstanding voting securities of such Portfolios. This Agreement
may, on 60 days' written notice, be terminated at any time without the payment
of any penalty, by the Trustees, by vote of a majority of the outstanding voting
securities of the Portfolio, or by you. This Agreement shall automatically
terminate in the event of its assignment. In interpreting the provisions of this
Agreement, the definitions contained in Section 2(a) of the Investment Company
Act of 1940, as modified by Rule 18f-2 under the Act, (particularly the
definitions of "interested person," "assignment" and "majority of the
outstanding voting securities"), as from time to time amended, shall be applied,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission by any rule, regulation or order.
9. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective with respect to the Portfolio until approved by vote of the holders of
a majority of the outstanding voting securities of such Portfolio and by the
Trustees, including a majority of the Trustees who are not interested persons of
you or of the Fund, cast in person at a meeting called for the purpose of voting
on such approval.
10. Miscellaneous. It is understood and expressly stipulated that neither
the holders of shares of the Fund nor the Trustees shall be personally liable
hereunder. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their
-4-
<PAGE>
construction or effect. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended from time to time, and all persons dealing with the Fund must look
solely to the property of the appropriate Portfolio or Portfolios for the
enforcement of any claims against the Fund as neither the Trustees, officers,
agents or shareholders assume any personal liability for obligations entered
into on behalf of the Fund. No Portfolio of the Fund shall be liable for any
claims against any other Portfolio of the Fund.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Yours very truly,
SCUDDER VARIABLE LIFE
INVESTMENT FUND
By /s/ David B. Watts
--------------------------
President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER, STEVENS & CLARK, INC.
By /s/ David S. Lee
-------------------------
Managing Director
-5-
SCUDDER VARIABLE LIFE INVESTMENT FUND
175 Federal Street
Boston, Massachusetts 02110
May 1, 1994
Scudder, Stevens & Clark, Inc.
175 Federal Street
Boston, MA 02110
INVESTMENT ADVISORY AGREEMENT
Growth and Income Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. The shares of beneficial interest of the Fund, without par value
("Shares"), are divided into multiple series including the Growth and Income
Portfolio (the "Portfolio"), as established pursuant to a written instrument
executed by the Trustees of the Fund. Portfolios may be terminated, and
additional Portfolios established, from time to time by action of the Trustees.
The Fund on behalf of the Portfolio has selected you to act as the sole
investment adviser for the Portfolio and to provide certain other services, as
more fully set forth below, and you are willing to act as such investment
adviser and to perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Fund agrees with you as follows:
1. Delivery of Fund Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:
(a) Declaration of Trust of the Fund, dated March 15, 1985, as amended
from time to time.
(b) By-Laws of the Fund as in effect on the date hereof.
(c) Resolutions of the Trustees of the Fund selecting you as
investment adviser and approving the form of this Agreement.
(d) Written Instruments to Establish and Designate Separate Series of
Shares.
The Fund will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.
<PAGE>
2. Name of Fund. The Fund may use any name derived from the name
"Scudder, Stevens & Clark", if it elects to do so, only for so long as this
Agreement, any other Investment Advisory Agreement between you and the Fund, or
any extension, renewal or amendment hereof or thereof remains in effect,
including any similar agreement with any organization which shall have succeeded
to your business as investment adviser. At such time as such an agreement shall
no longer be in effect, the Fund will (to the extent that it lawfully can) cease
to use such a name or any other name indicating that it is advised by or
otherwise connected with you or any organization which shall have so succeeded
to your business.
3. Advisory Services. You will regularly provide the Portfolio with
investment research, advice and supervision and will furnish continuously an
investment program consistent with the investment objectives and policies of the
Portfolio and of the Fund. You will determine what securities shall be purchased
for the Portfolio, what securities shall be held or sold, and what portion of
the Portfolio's assets shall be held uninvested, subject always to the
provisions of the Fund's Declaration of Trust and By-Laws and of the Investment
Company Act of 1940, as amended (the "1940 Act"), and to the investment
objectives, policies and restrictions of the Portfolio and of the Fund, as each
of the same shall be from time to time in effect, and subject, further, to such
policies and instructions as the Trustees may from time to time establish. You
shall advise and assist the officers of the Fund in taking such steps as are
necessary or appropriate to carry out the decisions of the Trustees and the
appropriate committees of the Trustees regarding the conduct of the business of
the Fund.
4. Allocation of Charges and Expenses. You will pay the compensation
and expenses of all officers and executive employees of the Fund and will make
available, without expense to the Fund, the services of such of your managing
directors, principals, officers and employees as may duly be elected officers or
Trustees of the Fund, subject to their individual consent to serve and to any
limitations imposed by law. You will pay the Portfolio's office rent and will
provide investment advisory research and statistical facilities and all clerical
services relating to research, statistical and investment work. You will not be
required to pay any expenses of the Fund other than those specifically allocated
to you in this paragraph 4. In particular, but without limiting the generality
of the foregoing, you will not be required to pay: organization expenses of the
Fund; clerical salaries; fees and expenses incurred by the Fund in connection
with membership in investment company organizations; brokers' commissions;
payment for portfolio pricing services to a pricing agent, if any; legal,
auditing or accounting expenses; taxes or governmental fees; the fees and
expenses of the transfer agent of the Fund; the cost of preparing share
certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of shares of the Fund; the expenses of and fees for
registering or qualifying securities for sale; the fees and expenses of Trustees
of the Fund who are not affiliated with you; the cost of preparing and
distributing reports and notices to shareholders; public and investor relations
expenses; or the fees or disbursements of custodians of the Fund's assets,
including expenses incurred in the performance of any obligations enumerated by
the Declaration of Trust or By-Laws of the Fund insofar as they govern
agreements with any such custodian. You shall not be required to pay expenses of
any activity which is primarily intended to result in the sale of shares,
including clerical expenses, of offer, sale, underwriting and distribution of
the Fund's shares if and to the extent that such expenses (i) are required to be
borne by a principal underwriter which acts as the
2
<PAGE>
distributor of the Fund's shares pursuant to an underwriting agreement
which provides that the underwriter shall assume some or all of such expenses,
or (ii) the Fund on behalf of the Portfolio shall have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act, as amended, providing that the
Fund shall assume some or all of such expenses. You shall be required to pay
such of the foregoing expenses as are not required to be paid by the principal
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Fund pursuant to such a plan.
5. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 3 and 4 hereof, the Fund on behalf of
the Portfolio will pay you on the last day of each month a fee equal to 1/12 of
0.475% of the average daily net assets of the Portfolio for such month. The
"average daily net assets" of the Portfolio are defined as the average of the
values placed on the net assets of the Portfolio as of the close of the New York
Stock Exchange on each day on which the net asset value of the Portfolio is
determined consistent with the provisions of Rule 22c-1 under the 1940 Act or,
if the Fund lawfully determines the value of the net assets of the Portfolio as
of some other time on each business day, as of such time. The value of net
assets shall be determined pursuant to the applicable provisions of the
Declaration of Trust of the Fund. If, pursuant to such provisions, the
determination of net asset value is suspended for any particular business day,
then for the purposes of this paragraph 5, the value of the net assets of the
Portfolio as last determined shall be deemed to be the value of the net assets
as of the close of the New York Stock Exchange, or as of such other time as the
value of the net assets of the Portfolio may lawfully be determined, on that
day. If the determination of the net asset value of the shares of the Portfolio
has been suspended pursuant to the Declaration of Trust of the Fund for a period
including such month, your compensation payable at the end of such month shall
be computed on the basis of the value of the net assets of the Portfolio of the
Fund as last determined (whether during or prior to such month). If the Fund
determines the value of the net assets of the Portfolio more than once on any
day, the last such determination thereof on that day shall be deemed to be the
sole determination thereof on that day for the purposes of this paragraph 5. You
may waive all or a portion of your fees provided for hereunder. In the event
that others than you agree to assume expenses of the Fund by way of
reimbursement or otherwise, you may as a matter of administrative convenience,
but shall not be obligated to, advance to the Fund an amount representing all or
a portion of the expenses so assumed. If you do advance such an amount to the
Fund and you are not repaid after a reasonable time by the party whose
obligation it is to assume such expense of the Fund, you shall be entitled to
have the amount of such advance returned to you upon request.
6. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Portfolio, neither you nor
any of your managing directors, principals, directors, officers or employees
will act as a principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by you. In the selection of such brokers or dealers and the placing of
such orders, you are directed at all times to seek for the Portfolio the most
favorable execution and net price available. If any occasion should arise in
which you give any advice to clients of yours concerning the shares of the
Portfolio, you will act solely as investment counsel for such clients and not in
3
<PAGE>
any way on behalf of the Portfolio. Your services to the Portfolio pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others.
7. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio in
connection with the matters to which this Agreement relates except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as your employee or agent.
8. Duration and Termination of this Agreement. This Agreement shall remain
in force with respect to the Portfolio until September 30, 1995, and from year
to year thereafter, but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Trustees who are not
interested persons of you or of the Fund, cast in person at a meeting called for
the purpose of voting on such approval and by a vote of the Trustees or of a
majority of the outstanding voting securities of such Portfolios. This Agreement
may, on 60 days' written notice, be terminated at any time without the payment
of any penalty, by the Trustees, by vote of a majority of the outstanding voting
securities of the Portfolio, or by you. This Agreement shall automatically
terminate in the event of its assignment. In interpreting the provisions of this
Agreement, the definitions contained in Section 2(a) of the 1940 Act, as
modified by Rule 18f-2 under the 1940 Act, (particularly the definitions of
"interested person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order.
9. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective with respect to the Portfolio until approved by vote of the holders of
a majority of the outstanding voting securities of such Portfolio and by the
Trustees, including a majority of the Trustees who are not interested persons of
you or of the Fund, cast in person at a meeting called for the purpose of voting
on such approval.
10. Miscellaneous. It is understood and expressly stipulated that neither
the holders of shares of the Fund nor the Trustees shall be personally liable
hereunder. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
4
<PAGE>
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985
and all persons dealing with the Fund must look solely to the property of the
appropriate Portfolio or Portfolios for the enforcement of any claims against
the Fund as neither the Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Fund. No
Portfolio of the Fund shall be liable for any claims against any other Portfolio
of the Fund.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Yours very truly,
SCUDDER VARIABLE LIFE
INVESTMENT FUND
By: /s/David B. Watts
-------------------------
President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER, STEVENS & CLARK, INC.
By: /s/David S. Lee
-------------------------
Managing Director
5
Exhibit 6
SCUDDER VARIABLE LIFE INVESTMENT FUND
175 Federal Street
Boston, Massachusetts 02110
______, 1985
Scudder Fund Distributors, Inc.
175 Federal Street
Boston, Massachusetts 02110
Underwriting Agreement
Dear Sirs:
Scudder Variable Life Investment Fund (the "Fund") has been formed under
the laws of the Commonwealth of Massachusetts to engage in the business of an
investment company. The shares of beneficial interest of the Fund ("Shares") are
initially divided into four classes ("Portfolios"). However, additional
Portfolios may be established from time to time by action of the Trustees. If
the context requires and unless otherwise specifically provided herein, the term
"Fund" as used in this Agreement shall mean, in addition, each separate
Portfolios now existing and subsequently created. The Fund has selected you to
act as principal underwriter as such term is. defined in Section 2(a)(29) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), of
the Shares of the Fund and you are willing to act as such principal underwriter
and to perform the duties and functions of underwriter in the manner and on the
terms and conditions hereinafter set forth. Accordingly, the Fund hereby agrees
with you as follows:
<PAGE>
1. Delivery of Fund Documents. The Fund has furnished you with copies,
properly certified or authenticated, of each of the following:
(a) Declaration of Trust of the Fund dated March 15, 1985 (the
"Declaration of Trust"), including a
(b) Written Instrument to Establish and Designate Separate Series of
Shares, as amended or supplemented from time to time.
(c) By-laws of the Fund.
(d) Resolutions of the Trustees of the Fund selecting you as principal
underwriter and approving this form of Agreement.
The Fund will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.
The Fund will furnish you promptly with properly certified or
authenticated copies of any registration statements filed by it with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
("Securities Act"), or the Investment Company Act, together with any financial
statements and exhibits included therein, and all amendments or supplements
thereto hereafter filed.
2. Registration of Additional Shares. The Fund will from time to time use
its best efforts to register under the Securities Act such Shares as you may
reasonably be expected to sell on behalf of the Fund. You and the Fund will
cooperate in
-2-
<PAGE>
taking such action as may be necessary from time to time to qualify Shares so
registered for sale by you or the Fund in any jurisdictions mutually agreeable
to you and the Fund, and to maintain such qualifications. This Agreement relates
to the issue and sale of Shares that are duly authorized and registered and
available for sale by the Fund, including redeemed or repurchased Shares if and
to the extent that they may be legally sold and if, but only if, the Fund sees
fit to sell them.
3. Sale of Shares. The Fund has been formed to provide an investment
vehicle for the separate accounts of life insurance companies offering variable
life insurance policies and variable annuity contracts. Consequently, when used
herein the terms "investor", "public", and similar terms include such insurance
companies and their separate accounts. No person other than you is authorized to
act as principal underwriter (as such term is defined in the Investment Company
Act) for the Fund. Subject to the provisions of paragraph 5 and 7 hereof and to
such minimum or maximum purchase or other requirements as may from time to time
be currently indicated in the Fund's registration statement or prospectus, you
are authorized to sell, as agent on behalf of the Fund, Shares authorized for
issue and registered under the Securities Act. You may also purchase as
principal such Shares for resale to the public. Such sales will be made by you
on behalf of the Fund by accepting unconditional orders to purchase such Shares
placed
-3-
<PAGE>
with you by investors and such purchases will be made by you only after
acceptance by you of such orders. The sales price to the public of such Shares
shall be the public offering price as defined in paragraph 6 hereof.
4. Solicitation of Orders. You will use your best efforts (but only in
jurisdictions in which you may lawfully do so) to obtain from investors
unconditional orders for Shares authorized for issue by the Fund and registered
under the Securities Act, provided that you may in your discretion refuse to
accept orders for Shares from any particular investor.
5. Sale of Shares by the Fund. Unless you are otherwise notified by the
Fund, any right granted to you to accept orders for Shares or to make sales on
behalf of the Fund or to purchase Shares for resale will not apply to Shares
issued in connection with the merger or consolidation of any other investment
company with the Fund or its acquisition, by purchase or otherwise, of all or
substantially all of the assets of any investment company or substantially all
the outstanding shares of any such company and such right shall not apply to
Shares that may be offered by the Fund to shareholders by virtue of their being
holders of Shares of the Fund, including Shares to be purchased through
reinvestment of income dividends and capital gains distributions.
6. Public Offering Price. All Shares offered and sold to investors by you
will be offered and sold at the public offering price. The public offering price
for all accepted
-4-
<PAGE>
subscriptions will be the net asset value per Share, as determined in the manner
provided in the Declaration of Trust, as now in effect or as it may be amended,
next after the order is accepted by you.
7. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be accepted by you except unconditional orders placed with you
before you had knowledge of the suspension. In addition, the Fund reserves the
right to suspend sales and your authority to accept orders for Shares on behalf
of the Fund if, in the judgment of the Fund, it is in the best interests of the
Fund to do so, such suspension to continue for such period as may be determined
by the Fund; and in that event, no Shares will be sold by you on behalf of the
Fund while such suspension remains in effect except for Shares necessary to
cover unconditional orders accepted by you before you had knowledge of the
suspension.
8. Suspension, Termination or Limitation of Series. You acknowledge that
the Fund may, at any time such action is deemed desirable, suspend or terminate
sales of Shares of a Series and that upon your receipt of notice of such action
by the Fund you will, for such period as determined by the Fund, accept no
further orders for Shares of that Series except unconditional orders placed with
you before you had knowledge of such action. You acknowledge further that the
Fund may from
-5-
<PAGE>
time to time set upper and lower limits on the number of Shares of a Series for
which a purchaser may subscribe and may limit sales of Shares of a Series to
their existing shareholders.
9. Portfolio Transactions. Securities may be bought or sold for the Fund
by or through you and you may participate directly or indirectly in brokerage
commissions or "spread" in respect of transactions in securities of the Fund;
provided, however, that all sums of money received by you as a result of such
purchases and sales or as a result of such participation must, after
reimbursement of your actual expenses in connection with such activity, be paid
over by you to or for the benefit of the Fund.
10. Expenses. (a) The Fund shall pay or arrange for the payment of all
fees and expenses:
(1) in connection with the preparation, setting in type and filing
of any registration statement and prospectus under the
Securities Act and/or the Investment Company Act, and any
amendments or supplements thereto that may be made from time
to time;
(2) in connection with the registration and qualification of
Shares for sale in the various jurisdictions in which the Fund
shall determine it advisable to qualify such Shares for sale
(including registering the Fund as a broker or dealer or any
officer of
-6-
<PAGE>
the Fund or other person as agent or salesman of the Fund in
any state);
(3) of preparing, setting in type, printing and mailing any
notice, proxy statement, report, prospectus or other
communication to shareholders of the Fund in their capacity as
such;
(4) of preparing, setting in type, printing and mailing
prospectuses annually to existing shareholders;
(5) in connection with the issue and transfer of Shares resulting
from the acceptance by you of orders to purchase Shares placed
with you by investors, including the expenses of printing and
mailing confirmations of such purchase orders and the expenses
of printing and mailing a prospectus included with the
confirmation of such orders;
(6) of any issue taxes or any initial transfer taxes;
(7) of that portion of WATS (or equivalent) telephone lines other
than the portion allocated to you in this paragraph 10;
(8) of wiring funds in payment of Share purchases or in
satisfaction of redemption or repurchase requests, unless such
expenses
-7-
<PAGE>
are paid for by the investor or shareholder who initiates the
transaction;
(9) of that portion of the cost of printing business reply
envelopes allocated to the Fund on the basis of use by
existing shareholders to place redemption requests or to
request information;
(10) of postage for all business reply envelopes;
(11) of that portion of one or more CRT terminals connected with
the computer facilities of the transfer agent and used by the
Fund to gain access to its shareholder records, allocated on
the basis of such use;
(12) permitted to be paid or assumed by the Fund pursuant to a plan
("12b-1 Plan"), if any, adopted by the Fund in conformity with
the requirements of Rule 12b-1 under the Investment Company
Act ("Rule 12b-1") or any successor rule, notwithstanding any
other provision to the contrary herein; and
(13) not specifically allocated to you hereunder.
(b) You shall pay or arrange for the payment of all fees and expenses:
(1) of printing and distributing any prospectuses or reports
prepared for your use in connection with the offering of
Shares to the public;
-8-
<PAGE>
(2) of preparing, setting in type, printing and mailing any other
literature used by you in connection with the offering of
Shares to the public;
(3) of advertising in connection with the offering of Shares to
the public;
(4) incurred in connection with your registration as a broker or
dealer or the registration or qualification of your officers,
directors, agents or representatives under Federal and state
laws;
(5) of that portion of WATS (or equivalent) telephone lines,
allocated to you on the basis of use by investors (but not
shareholders) who request information about or prospectuses of
the Fund;
(6) of that portion of printing business reply envelopes,
allocated to you on the basis of use by investors and
shareholders to purchase Shares; and
(7) of any activity which is primarily intended to result in the
sale of shares issued by the Fund, unless a 12b-1 Plan shall
be in effect which provides that the Fund shall bear some or
all of such expenses.
-9-
<PAGE>
Expenses which are to be allocated between you and the Fund shall be
allocated pursuant to reasonable procedures or formulae mutually agreed upon,
which procedures or formulae shall to the extent practicable reflect studies of
relevant empirical data.
11. Selected Dealers. In connection with the offering of shares to the
separate accounts of life insurance companies, or to the extent that the offer
of variable life insurance policies and variable annuity contracts, the premiums
for which are allocated to such separate accounts which invest in Shares, may be
deemed to include an offer of Shares, you may enter into agreements with other
broker-dealers registered under the Securities Exchange Act of 1934, as amended,
provided that any such agreement shall be subject to the approval of the
Trustees of the Fund.
12. Conformity with Law. You agree that in selling Shares you will duly
conform in all respects with the laws of the United States and any jurisdiction
in which such Shares may be offered for sale by you pursuant to this Agreement
and to the rules and regulations of the National Association of Securities
Dealers, Inc., of which you are a member.
13. Independent Contractor. You shall be an independent contractor and
neither you nor any of your officers or employees is or shall be an employee of
the Fund in the performance of your duties hereunder. You shall be responsible
for your own conduct and the employment, control and conduct of
-10-
<PAGE>
your agents and employees and for injury to such agents or employees or to
others through your agents or employees. You assume full responsibility for your
agents or employees under applicable statutes and agree to pay all employee
taxes thereunder.
14. Services Not Exclusive. Except to the extent necessary to perform your
obligations hereunder, nothing herein shall be deemed to limit or restrict your
right or that of any of your affiliates or employees, including any of your
employees who may also be a Trustee, officer or employee of the Fund, to engage
in any other business or to devote time and attention to the distribution or
other related aspects of any other registered investment company or to render
services of any kind to any other corporation, firm, individual or association.
15. Indemnification. You agree to indemnify and hold harmless the Fund and
each of its Trustees and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the Securities Act against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which the Fund or such Trustees, officers or controlling person may
become subject under such Act, under any other statute, at common law or
otherwise, arising out of the acquisition of any Shares by any person which (i)
may be based upon any wrongful act by you or any of your employees or
representatives, of (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a
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<PAGE>
registration statement or prospectus covering Shares or any amendment thereof or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such a statement or omission was made in reliance upon
information furnished to the Fund by you, or (iii) may be incurred or arise by
reason of your acting as the Fund's agent instead of purchasing and reselling
Shares as principal in distributing Shares to the public, provided, however,
that in no case (i) is your indemnity in favor of a Trustee or officer of any
other person deemed to protect such Trustee or officer or other person against
any liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement or (ii) are you to be liable under your indemnity agreement
contained in this paragraph with respect to any claim made against the Fund or
any person indemnified unless the Fund or such person, as the case may be, shall
have notified you in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the claims shall have
been served upon the Fund or upon such person (or after the Fund or such person
shall have received notice of such service on any designated agent), but failure
to notify you of any such claim shall not relieve you from any liability which
you have to the
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<PAGE>
Fund or any person against whom such action is brought otherwise than on account
of your indemnity agreement contained in this paragraph. You shall be entitled
to participate, at your own expense, in the defense, or, if you so elect, to
assume the defense of any suit brought to enforce any such liability, but, if
you elect to assume the defense, such defense shall be conducted by counsel
chosen by you and satisfactory to the Fund, to its officers and Trustees, or to
any controlling person or persons, defendant or defendants in the suit. In the
event that you elect to assume the defense of any such suit and retain such
counsel, the Fund, such officers and Trustees or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, but, in case you do not elect to assume the
defense of any such suit, you will reimburse the Fund, such officers and
Trustees or controlling person or persons, defendant or defendants in such suit,
for the reasonable fees and expenses of any counsel retained by them. You agree
promptly to notify the Fund of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any Shares.
The Fund agrees to indemnify and hold harmless you and each of your
directors and officers and each person, if any, who controls you within the
meaning of Section 15 of the Securities Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses)
-13-
<PAGE>
to which you or such directors, officers or controlling person may become
subject under such Act, under any other statute, at common law or otherwise,
arising out of the acquisition of any Shares by any person which (i) may be
based upon any wrongful act by the Fund or any of its employees or
representatives, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering Shares or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statements or omission was made in reliance upon information furnished to
you by the Fund; provided, however, that in no case (i) is the Fund's indemnity
in favor of a director or officer or any other person deemed to protect such
director or officer or other person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement or (ii) is the
Fund to be liable under its indemnity agreement contained in this paragraph with
respect to any claims made against you or any such director, officer or
controlling person unless you or such director, officer or controlling person,
as the case may be, shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving
-14-
<PAGE>
information of the nature of the claim shall have been served upon you or upon
such director, officer or controlling person (or after you or such director,
officer or controlling person shall have received notice of such service of such
service on any designated agent), but failure to notify the Fund of any claim
shall not relieve it from any liability which it may have to the person against
whom such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Fund will be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Fund elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to you, its directors, officers or controlling person or persons,
defendant or defendants, in the suit. In the event the Fund elects to assume the
defense of any such suit and retain such counsel, you, your directors, officers
or controlling person or persons, defendant or defendants in the suit, shall
bear the fees and expenses of any additional counsel retained by them, but, in
case the Fund does not elect to assume the defense of any such suit, it will
reimburse you or such directors, officers or controlling person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.
-15-
<PAGE>
16. Authorized Representations. The Fund is not authorized to give any
information or to make any representations on behalf of you other than the
information and representations contained in a registration statement or
prospectus covering Shares, as such registration statement and prospectus may be
amended or supplemented from time to time, or reports prepared for distribution
to shareholders of the Fund.
You are not authorized to give any information or to make any
representations on behalf of the Fund in connection with the sale of Shares
other than the information and representations contained in a registration
statement or prospectus covering Shares, as such registration statement and
prospectus may be amended or supplemented from time to time, or reports prepared
for distribution to shareholders of the Fund.
17. Duration and Termination of the Agreement. This Agreement shall become
effective upon the effective date of the Fund's initial registration statement
under Securities Act and, unless sooner terminated as provided herein, will
remain in effect until , 1987 and from year to year thereafter,
but only so long as such continuance is specifically approved at least annually
by the vote of a majority of the Trustees of the Fund who are not interested
persons of you or of the Fund, cast in person at a meeting called for the
purpose of voting on such approval, and by vote of the Trustees or of a majority
of the outstanding voting securities of the Fund. This Agreement may, on 60
days' written notice, be
-16-
<PAGE>
terminated at any time, without the payment of any penalty, by the Trustees, by
a vote of a majority of the outstanding voting securities of the Fund, or by
you. This Agreement will automatically terminate in the event of its assignment.
In interpreting the provisions of this paragraph 17, the definitions contained
in Section 2(a) of the Investment Company Act (particularly the definitions of
"interested person," "assignment" and "majority of the outstanding voting
securities"), shall be applied.
18. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Fund should at any time deem it
necessary or advisable in the best interests of the Fund that any amendment of
this Agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify you of the form of such amendment, and the reasons therefor, and if you
should decline to assent to such amendment, the Fund may terminate this
Agreement forthwith. If you should at any time request that a change be made in
the Fund's Declaration of Trust or By-laws or in the Fund's methods of doing
business, in order to comply with any requirements of federal law or regulations
of the Securities and Exchange
-17-
<PAGE>
Commission or of a national securities association of which you are or may be
member relating to the sale of Shares, and the Fund should not make such
necessary change within a reasonable time, you may terminate this Agreement
forthwith.
19. Miscellaneous. The captions in this Agreement are included for the
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March __, 1985,
and all persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Trustees,
officers, employees, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund, 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 the Fund.
-18-
<PAGE>
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Yours very truly,
SCUDDER VARIABLE LIFE
INVESTMENT FUND
By ______________________________
President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER FUND DISTRIBUTORS, INC.
By _______________________________
Vice President
-19-
Exhibit 6(b)
Scudder Fund Distributors, Inc.
175 Federal Street
Boston, Massachusetts 02110
SELECTED DEALER AGREEMENT
Dear Sirs:
We (sometimes hereinafter referred to as "SFD") are the Principal
Underwriter of shares of Scudder Variable Life Investment Fund (the "Fund"), a
no-load, open-end, diversified registered management investment company
established in 1985 as a Massachusetts business trust. The Fund is a series fund
consisting of the Money Market Portfolio, Managed Bond Portfolio, Managed Equity
Portfolio and Managed Diversified Portfolio (individually or collectively
hereinafter referred to as the "Portfolio" or the "Portfolios"). Additional
Portfolios may be created from time to time. The Fund is the funding vehicle for
variable annuity contracts and variable life insurance policies ("Participating
Contracts and Policies") to be offered to the separate accounts of certain life
insurance companies ("Participating Insurance Companies"). Owners of policies
and contracts issued by Participating Insurance Companies will designate a
portion of their premium to be invested in, or represent an investment in,
directly or indirectly, shares of the Fund. You are a registered broker-dealer
which intends to offer and sell Participating Contracts and Policies, the offer
of which may be deemed under federal or state securities laws to include the
offer of shares of beneficial interest
<PAGE>
("Shares") of the Portfolios of the Fund. Sales of Shares to Participating
Insurance Companies or their affiliates or the separate accounts of either shall
be effected solely by us as principal underwriter of the Fund. You are
authorized to offer Participating Contracts and Policies which may include the
offer of Shares of the Portfolios of the Fund, upon the following terms and
conditions:
1. You shall be an independent contractor and neither you nor any of
your directors, partners, officers or employees as such, is or shall
be an employee of us or of the Fund. You are responsible for your
own conduct and the employment, control and conduct of your agents
and employees and for injury to such agents or employees or to
others through your agents or employees.
2. You will be responsible for insuring compliance with all laws and
regulations including those of the National Association of
Securities Dealers, Inc. ("NASD"), the Securities and Exchange
Commission and any state regulatory body having jurisdiction over
you or your policy or contract holders.
3. No person is authorized to make any representations concerning
Shares except those contained in the prospectus and statement of
additional information relating thereto and in such printed
information as issued by us for use as information supplemental to
the prospectus. In offering to sell Shares you shall rely solely on
the representations contained in the prospectus and statement of
additional information and in the above-mentioned supplemental
information. Qualification of Shares in the various states,
including the filing of any state or further state notices
respecting such Shares, and any printed information which we furnish
you other than the prospectuses and statement of additional
information and periodic reports are our sole responsibility and not
the responsibility of the Fund, and you agree that the Fund shall
have no liability or responsibility to you in these respects.
4. You represent that you are a member in good standing of the NASD and
agree that termination or suspension of such membership at any time
shall terminate this agreement forthwith, notwithstanding the
provisions of
-2-
<PAGE>
paragraph 6 hereof, and that if you are a foreign dealer (a) you are
registered under the Securities Exchange Act of 1934 and you agree
that in making sales of Shares to purchasers within the United
States you will conform to the Rules of Fair Practice, including the
interpretation with Respect to Free-Riding and Withholding of such
Association, or (b) if you are not so registered, you will make
sales of Shares only outside of the jurisdiction of the United
States to persons who are not citizens or residents of the United
States. You agree that you will immediately advise us of any
termination or suspension of such membership or registration.
5. We and you agree that all disputes between us of whatever subject
matter, whether existing on the date hereof or arising hereafter,
shall be submitted to arbitration in accordance with the Code of
Arbitration Procedure of the NASD, or similar rules or code, in
effect at the time of the submission of any such dispute.
6. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely. Each party hereto
has the right to cancel this agreement upon ten days' notice to the
other party. We reserve the right to amend this agreement at any
time and you agree that the sale of Participating Contracts and
Policies, evidenced by the placement of a related order to buy
Shares, after notice of any such amendment has been sent to you,
shall constitute your agreement to any such amendment.
7. Additional copies of any prospectus, statement of additional
information and any printed information issued supplementing the
prospectus will be supplied by us in reasonably quantities upon
request.
8. You will indemnify and hold harmless SFD and each of its directors
and officers and each person, if any, who controls SFD within the
meaning of Section 15 of the Securities Act of 1933 (the "Act"),
against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any persons
acquiring any Shares, which may be based upon the Act or any other
statute or common law, on account of any wrongful act by you or any
of your employees (including any failure to conform with any
requirement of any state or federal law or the Rules of Fair
Practice of the NASD
-3-
<PAGE>
relating to the sale of Shares), unless any such act was made in
reliance upon information furnished to you by or on behalf of SFD,
provided, however, that in no case (i) is the indemnity by you in
favor of any person indemnified to be deemed to protect SFD or any
such person against any liability to which SFD or any such person
would otherwise by subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its or his duties or
by reason of its or his reckless disregard of its obligations and
duties under this Agreement, or (ii) are you to be liable under your
indemnity agreement contained in this paragraph with respect to any
claim made against SFD or any person indemnified unless SFD or such
person, as the case may be, shall have notified you in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have
been served upon SFD or upon such person (or after SFD or such
person shall have received notice of such service on any designated
agent), but failure to notify you of any such claim shall not
relieve you from any liability which you may have to SFD or any
person against whom such action is brought otherwise than on account
of your indemnity agreement contained in this paragraph. You shall
be entitled to participate, at your own expense, in the defense, or,
if you so elect, to assume the defense of any suit brought to
enforce any such liability, but, if you elect to assume the defense,
such defense shall be conducted by counsel chosen by you and
satisfactory to SFD, or to its officers or directors, or to any
controlling person or persons, defendant or defendants in the suit.
In the event that you assume the defense any such suit and retain
such counsel, SFD or such officers or directors or controlling
person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained, by them,
but, in case you do not elect to assume the defense or any such
suit, you shall reimburse SFD and such officers, directors or
controlling person or persons, defendant or defendants in such suit,
for the reasonable fees and expenses of any counsel retained by
them. You agree promptly to notify SFD of the commencement of any
litigation or proceedings against it in connection with the offer,
issue and sale of any shares.
SFD will indemnify and hold harmless you and each of your directors
and officers and each person, if any, who controls you within the
meaning of Section 15 of the Securities Act of 1933 (the "Act"),
against any loss, liability, damages, claim or expense (including
-4-
<PAGE>
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any person's
acquiring any Shares; which may be based upon the Act or any other
statute or common law, on account of any wrongful act by SFD or any
of its employees (including and failure to conform with any
requirement of any state or federal law or the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
relating to the sale of Shares), unless any such act was made in
reliance upon information furnished to SFD by or on behalf of you,
provided, however, that in no case (i) is the indemnity by SFD in
favor of any person indemnified to be deemed to protect you or any
such person against any liability to which you or any such person
would otherwise by subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its or his duties or
by reason of your or his reckless disregard of its obligations and
duties under this Agreement, or (ii) is SFD to be liable under its
indemnity agreement contained in this paragraph with respect to any
claim made against you or any person indemnified unless you or such
person, as the case may be, shall have notified SFD in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have
been served upon you or upon such person (or after you or such
person shall have received notice of such service on any designated
agent), but failure to notify SFD of any such claim shall not
relieve SFD from any liability which SFD may have to you or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. SFD shall be
entitled to participate, at its own expense, in the defense, or, if
it so elects, to assume the defense of any suit brought to enforce
any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by SFD and satisfactory
to you, or to your officers or directors, or to any controlling
person or persons, defendant or defendants in the suit. In the event
that SFD assumes the defense of any such suit and retains such
counsel, you or such officers or directors or controlling person or
persons, defendant or defendants in the suit, shall bear the fees
and expenses of any additional counsel retained by it, but, in case
SFD does not elect to assume the defense or any such suit, SFD shall
reimburse you and such officers, directors or controlling person or
persons, defendant or defendants in such suit, for the reasonable
fees and expenses of any
-5-
<PAGE>
counsel retained by it. SFD agrees promptly to notify you of the
commencement of any litigation or proceedings against it in
connection with the offer, issue and sale of any shares.
9. This agreement shall automatically terminate in the event of its
assignment.
10. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at
the address specified by you below. This agreement shall be governed
by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
11. This agreement shall become effective upon receipt by us of your
acceptance hereof and supersedes any prior agreement between us with
respect to the sale of Shares of any of the Funds.
SCUDDER FUND DISTRIBUTORS, INC.
By____________________________
Authorized Officer
175 Federal Street
Boston, Massachusetts 02110
The undersigned hereby accepts the offer set forth in the above letter.
(Company)
__________________________
By __________________________
Authorized Representative
__________________________
Address
__________________________
__________________________
-6-
Exhibit 6(b)(1)
Scudder Fund Distributors, Inc.
175 Federal Street
Boston, Massachusetts 02110
SELECTED DEALER AGREEMENT
Dear Sirs:
We (sometimes hereinafter referred to as "SFD") are the Principal
Underwriter of shares of Scudder Variable Life Investment Fund (the "Fund"), a
no-load, open-end, diversified registered management investment company
established in 1985 as a Massachusetts business trust. The Fund is a series fund
consisting of the Money Market Portfolio, Managed Bond Portfolio, Managed Equity
Portfolio and Managed Diversified Portfolio (individually or collectively
hereinafter referred to as the "Portfolio" or the "Portfolios"). Additional
Portfolios may be created from time to time. The Fund is the funding vehicle for
variable annuity contracts and variable life insurance policies ("Participating
Contracts and Policies") to be offered to the separate accounts of certain life
insurance companies ("Participating Insurance Companies"). Owners of policies
and contracts issued by Participating Insurance Companies will designate a
portion of their premium to be invested in, or represent an investment in,
directly or indirectly, shares of the Fund. You are a registered broker-dealer
which intends to offer and sell Participating Contracts and Policies, the offer
of which may be deemed under federal or state securities laws to include the
offer of shares of beneficial interest
<PAGE>
("Shares") of the Portfolios of the Fund. Sales of Shares to Participating
Insurance Companies or their affiliates or the separate accounts of either shall
be effected solely by us as principal underwriter of the Fund. You are
authorized to offer Participating Contracts and Policies which may include the
offer of Shares of the Portfolios of the Fund, upon the following terms and
conditions:
1. You shall be an independent contractor and neither you nor any of
your directors, partners, officers or employees as such, is or shall
be an employee of us or of the Fund. You are responsible for your
own conduct and the employment, control and conduct of your agents
and employees and for injury to such agents or employees or to
others through your agents or employees.
2. You will be responsible for insuring compliance with all laws and
regulations including those of the National Association of
Securities Dealers, Inc. ("NASD"), the Securities and Exchange
Commission and any state regulatory body having jurisdiction over
you or your policy or contract holders.
3. No person is authorized to make any representations concerning
Shares except those contained in the prospectus and statement of
additional information relating thereto and in such printed
information as issued by us for use as information supplemental to
the prospectus. In offering to sell Shares you shall rely solely on
the representations contained in the prospectus and statement of
additional information and in the above-mentioned supplemental
information. Qualification of Shares in the various states,
including the filing of any state or further state notices
respecting such Shares, and any printed information which we furnish
you other than the prospectuses and statement of additional
information and periodic reports are our sole responsibility and not
the responsibility of the Fund, and you agree that the Fund shall
have no liability or responsibility to you in these respects.
4. You represent that you are a member in good standing of the NASD and
agree that termination or suspension of such membership at any time
shall terminate this agreement forthwith, notwithstanding the
provisions of
-2-
<PAGE>
paragraph 6 hereof, and that if you are a foreign dealer (a) you are
registered under the Securities Exchange Act of 1934 and you agree
that in making sales of Shares to purchasers within the United
States you will conform to the Rules of Fair Practice, including the
interpretation with Respect to Free-Riding and Withholding of such
Association, or (b) if you are not so registered, you will make
sales of Shares only outside of the jurisdiction of the United
States to persons who are not citizens or residents of the United
States. You agree that you will immediately advise us of any
termination or suspension of such membership or registration.
5. We and you agree that all disputes between us of whatever subject
matter, whether existing on the date hereof or arising hereafter,
shall be submitted to arbitration in accordance with the Code of
Arbitration Procedure of the NASD, or similar rules or code, in
effect at the time of the submission of any such dispute.
6. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely. Each party hereto
has the right to cancel this agreement upon ten days' notice to the
other party. We reserve the right to amend this agreement at any
time and you agree that the sale of Participating Contracts and
Policies, evidenced by the placement of a related order to buy
Shares, after notice of any such amendment has been sent to you,
shall constitute your agreement to any such amendment.
7. Additional copies of any prospectus, statement of additional
information and any printed information issued supplementing the
prospectus will be supplied by us in reasonably quantities upon
request.
8. You will indemnify and hold harmless SFD and each of its directors
and officers and each person, if any, who controls SFD within the
meaning of Section 15 of the Securities Act of 1933 (the "Act"),
against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any persons
acquiring any Shares, which may be based upon the Act or any other
statute or common law, on account of any wrongful act by you or any
of your employees (including any failure to conform with any
requirement of any state or federal law or the Rules of Fair
Practice of the NASD
-3-
<PAGE>
relating to the sale of Shares), unless any such act was made in
reliance upon information furnished to you by or on behalf of SFD,
provided, however, that in no case (i) is the indemnity by you in
favor of any person indemnified to be deemed to protect SFD or any
such person against any liability to which SFD or any such person
would otherwise by subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its or his duties or
by reason of its or his reckless disregard of its obligations and
duties under this Agreement, or (ii) are you to be liable under your
indemnity agreement contained in this paragraph with respect to any
claim made against SFD or any person indemnified unless SFD or such
person, as the case may be, shall have notified you in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have
been served upon SFD or upon such person (or after SFD or such
person shall have received notice of such service on any designated
agent), but failure to notify you of any such claim shall not
relieve you from any liability which you may have to SFD or any
person against whom such action is brought otherwise than on account
of your indemnity agreement contained in this paragraph. You shall
be entitled to participate, at your own expense, in the defense, or,
if you so elect, to assume the defense of any suit brought to
enforce any such liability, but, if you elect to assume the defense,
such defense shall be conducted by counsel chosen by you and
satisfactory to SFD, or to its officers or directors, or to any
controlling person or persons, defendant or defendants in the suit.
In the event that you assume the defense any such suit and retain
such counsel, SFD or such officers or directors or controlling
person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained, by them,
but, in case you do not elect to assume the defense or any such
suit, you shall reimburse SFD and such officers, directors or
controlling person or persons, defendant or defendants in such suit,
for the reasonable fees and expenses of any counsel retained by
them. You agree promptly to notify SFD of the commencement of any
litigation or proceedings against it in connection with the offer,
issue and sale of any shares.
SFD will indemnify and hold harmless you and each of your directors
and officers and each person, if any, who controls you within the
meaning of Section 15 of the Securities Act of 1933 (the "Act"),
against any loss, liability, damages, claim or expense (including
-4-
<PAGE>
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any person's
acquiring any Shares; which may be based upon the Act or any other
statute or common law, on account of any wrongful act by SFD or any
of its employees (including and failure to conform with any
requirement of any state or federal law or the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
relating to the sale of Shares), unless any such act was made in
reliance upon information furnished to SFD by or on behalf of you,
provided, however, that in no case (i) is the indemnity by SFD in
favor of any person indemnified to be deemed to protect you or any
such person against any liability to which you or any such person
would otherwise by subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its or his duties or
by reason of your or his reckless disregard of its obligations and
duties under this Agreement, or (ii) is SFD to be liable under its
indemnity agreement contained in this paragraph with respect to any
claim made against you or any person indemnified unless you or such
person, as the case may be, shall have notified SFD in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have
been served upon you or upon such person (or after you or such
person shall have received notice of such service on any designated
agent), but failure to notify SFD of any such claim shall not
relieve SFD from any liability which SFD may have to you or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. SFD shall be
entitled to participate, at its own expense, in the defense, or, if
it so elects, to assume the defense of any suit brought to enforce
any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by SFD and satisfactory
to you, or to your officers or directors, or to any controlling
person or persons, defendant or defendants in the suit. In the event
that SFD assumes the defense of any such suit and retains such
counsel, you or such officers or directors or controlling person or
persons, defendant or defendants in the suit, shall bear the fees
and expenses of any additional counsel retained by it, but, in case
SFD does not elect to assume the defense or any such suit, SFD shall
reimburse you and such officers, directors or controlling person or
persons, defendant or defendants in such suit, for the reasonable
fees and expenses of any
-5-
<PAGE>
counsel retained by it. SFD agrees promptly to notify you of the
commencement of any litigation or proceedings against it in
connection with the offer, issue and sale of any shares.
9. This agreement shall automatically terminate in the event of its
assignment.
10. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at
the address specified by you below. This agreement shall be governed
by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
11. This agreement shall become effective upon receipt by us of your
acceptance hereof and supersedes any prior agreement between us with
respect to the sale of Shares of any of the Funds.
SCUDDER FUND DISTRIBUTORS, INC.
By____________________________
Authorized Officer
175 Federal Street
Boston, Massachusetts 02110
The undersigned hereby accepts the offer set forth in the above letter.
(Company)
__________________________
By __________________________
Authorized Representative
__________________________
Address
__________________________
__________________________
-6-
EXHIBIT 6(c)
Scudder Investor Services, Inc.
175 Federal Street
Boston, Massachusetts 02110
PARTICIPATING CONTRACT AND POLICY AGREEMENT
Dear Sirs:
We (sometimes hereinafter referred to as "Investor Services") are the
Principal Underwriter of shares of Scudder Variable Life Investment Fund (the
"Fund"), a no-load, open-end, diversified registered management investment
company established in 1985 as a Massachusetts business trust. The Fund is a
series fund consisting of the Money Market Portfolio, Managed Bond Portfolio,
Managed Capital Growth Portfolio, Managed Diversified Portfolio, Managed
International Portfolio, Managed Natural Resources Portfolio and the 2010
Managed Zero Coupon Portfolio (individually or collectively hereinafter referred
to as the "Portfolio" or the "Portfolios"). Additional Portfolios may be created
from time to time. The Fund is the funding vehicle for variable annuity
contracts and variable life insurance policies ("Participating Contracts and
Policies") to be offered to the separate accounts (the "Accounts") of certain
life insurance companies ("Participating Insurance Companies"). Owners of
Participating Contracts and Policies will designate a portion of their premium
to be invested in insurance company separate accounts or sub-accounts which
invest in, or represent an investment in, directly or indirectly, shares of
beneficial interest ("Shares") of the Portfolios of the Fund. You are a
registered broker-dealer which intends to offer and sell Participating Contracts
and Policies. In connection with such
<PAGE>
offer and sale you will be obligated to deliver the prospectuses of such
Participating Contracts and Policies and, contemporaneously therewith, the
prospectus of the Fund. Sales of Shares to Participating Insurance Companies or
their affiliates or the separate accounts of either shall be effected solely by
us as principal underwriter of the Fund, and not by you; provided, however, that
you shall be our agent in connection with the receipt of purchase orders for
Fund Shares and not in connection with their offer and sale. The relationship
between us shall be further governed by the following terms and conditions:
1. To the extent, if any, that your activities or the activities of the
Participating Insurance Companies in connection with the sale of
Participating Contracts and Policies may constitute the sale of
Shares, you and we agree that (i) we are the sole "principal
underwriter" of the Fund and the sole "underwriter" of the Shares as
those terms are defined in the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 (the "1933 Act"),
respectively, and (ii) neither you nor the Participating Insurance
Companies or the Accounts shall be deemed to be "principal
underwriters" of the Fund or "underwriters" of the Fund within the
meaning of the 1940 Act and the 1933 Act, respectively.
2. You hereby represent and warrant to us as follows:
(a) You are a corporation duly organized and validly existing in
good standing under the laws of the State of Ohio and have
full power and authority to enter into this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by you and is a valid and binding obligation
enforceable against you in accordance with its terms.
- 2 -
<PAGE>
(C) Your compliance with the provisions of this Agreement will not
conflict with or result in a violation of the provisions of
your charter or by-laws, or any statute or any judgment,
decree, order, rule or regulation of any court or governmental
agency or body having jurisdiction.
3. We hereby represent and warrant to you as follows:
(a) A registration statement (File No. 2-96461) on Form N-1A with
respect to the Shares (x) has been prepared by the Fund in
conformity with the requirements of the 1940 Act and the 1933
Act and all applicable published instructions, rules and
regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "Commission"), (y) has been filed
with the Commission, and (z) is currently effective. The
registration statement, including financial statements and
exhibits, and the final prospectus, including the statement of
additional information, as subsequently amended and
supplemented, are herein respectively referred to as the
"Registration Statement" and the "Prospectus".
(b) The Registration Statement and the Prospectus and any
amendment or supplement thereto will contain all statements
required to be stated therein and will comply in all material
respects with the requirements of the 1940 Act, the 1933 Act
and the Rules and Regulations, and the Registration Statement
and any post-effective amendment thereto will not contain or
incorporate by reference any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading, and the Prospectus and any amendment or supplement
thereto will not contain or incorporate by reference any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(c) We are a corporation duly organized and validly existing in
good standing under the laws of The
- 3 -
<PAGE>
Commonwealth of Massachusetts and have full power and
authority to enter into this Agreement.
(d) This Agreement has been duly authorized, executed and
delivered by us and is a valid and binding obligation
enforceable against us in accordance with its terms.
(e) Our compliance with all of the provisions of this Agreement
will not conflict with or result in a violation of the
provisions of our charter or by-laws, or any statute or any
judgment, decree, order, rule or regulation of any court or
governmental agency or body having jurisdiction over us.
4. You hereby covenant and agree with us as follows:
(a) You shall be an independent contractor and neither you nor any
of your directors, partners, officers or employees as such, is
or shall be an employee of us or of the Fund. You are
responsible for your own conduct and the employment, control
and conduct of your agents and employees and for injury to
such agents or employees or to others through your agents or
employees.
(b) You or one or more Participating Insurance Companies will be
responsible for insuring compliance with all applicable laws
and regulations of any regulatory body having jurisdiction
over you or Participating Contracts and Policies.
(c) No person is authorized to make any representations concerning
Shares except those contained in the prospectus and statement
of additional information relating thereto and in such printed
information as issued by us for use as information
supplemental to the prospectus. In offering Participating
Contracts and Policies you shall, with respect to the Fund and
the Shares, rely solely on the representations contained in
the prospectus and statement of additional information and in
the above-mentioned supplemental information.
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<PAGE>
(d) You are not entitled to any compensation whatsoever from us or
the Fund with respect to offers of Participating Contracts and
Policies.
5. We hereby covenant and agree with you as follows:
(a) If, at any time when a prospectus relating to the Shares is
required to be delivered under the 1940 Act, the 1933 Act or
the Rules and Regulations, we become aware of the occurrence
of any event as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of
a material fact, or omit to state a material fact necessary to
make the statements therein, in light of the circumstances
under which made, not misleading, or if we become aware that
it has become necessary at any time to amend or supplement the
Prospectus to comply with the 1940 Act, the 1933 Act or the
Rules and Regulations, we will promptly notify you and
promptly request the Fund to prepare and to file with the
Commission an amendment to the Registration Statement or
supplement to the Prospectus which will correct such statement
or omission or an amendment or supplement which will effect
such compliance, and deliver to you copies of any such
amendment or supplement.
(b) We will cooperate with you in taking such action as may be
necessary to qualify the Shares for offering and sale under
the securities or Blue Sky laws of any state or jurisdiction
as you may request and will continue such qualification in
effect so long as is required by applicable law in connection
with the distribution of Shares.
6. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely, as to any person
or generally. We reserve the right to amend this agreement at any
time and you agree that the sale of Participating Contracts and
Policies, after notice of any such amendment has been sent to you,
shall constitute your agreement to any such amendment.
7. If we elect to provide to you for the purpose of your offering
Participating Contracts and Policies copies of any prospectus and
statement of additional information
- 5 -
<PAGE>
relating to the Shares and printed information supplemental thereto, we
shall furnish you with such copies as you reasonably request upon the
payment of reasonable charges therefor by you or one or more Participating
Insurance Companies. If we elect not to provide such copies of such
documents, you or one or more Participating Insurance Companies shall bear
the entire cost of printing copies for your use. You shall not use such
copies of such documents printed by you or one or more Participating
Insurance Companies until you shall have furnished us with a copy thereof
and we either have given you written approval for use or twenty days shall
have elapsed following our receipt thereof and we have not objected
thereto in writing.
8. (a) You will indemnify and hold harmless Investor Services and each of
its directors and officers and each person, if any, who controls
Investor Services within the meaning of Section 15 of the 1933 Act,
against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any person's
acquiring any Shares, which may be based upon the 1933 Act or any
other statute or common law, and which (i) may be based upon any
wrongful act by you, any of your employees or representatives, any
affiliate of or any person acting on behalf of you, or (ii) may be
based upon any untrue statement or alleged untrue statement of a
material fact contained in a registration statement or prospectus
covering Shares or any amendment thereof or supplement thereto or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such a statement or omission was made in
reliance upon information furnished to us or the Fund by you, or
(iii) may be based on any untrue statement or alleged untrue
statement of a material fact contained in a registration statement
or prospectus covering insurance products sold by you, or any
amendments or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the
- 6 -
<PAGE>
statement or statements therein not misleading, unless such
statement or omission was made in reliance upon information
furnished to you or a Participating Insurance Company by or on
behalf of Investor Services or the Fund; provided, however, that in
no case (i) is the indemnity by you in favor of any person
indemnified to be deemed to protect Investor Services or any such
person against any liability to which Investor Services or any such
person would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its or his
duties or by reason of its or his reckless disregard of its
obligations and duties under this Agreement, or (ii) are you to be
liable under your indemnity agreement contained in this paragraph
with respect to any claim made against Investor Services or any
person indemnified unless Investor Services or such person, as the
case may be, shall have notified you in writing within a reasonable
time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon
Investor Services or upon such person (or after Investor Services or
such person shall have received notice of such service on any
designated agent), but failure to notify you of any such claim shall
not relieve you from any liability which you may have to Investor
Services or any person against whom such action is brought otherwise
than on account of your indemnity agreement contained in this
paragraph. You shall be entitled to participate, at your own
expense, in the defense, or, if you so elect, to assume the defense
of any suit brought to enforce any such liability, but, if you elect
to assume the defense, such defense shall be conducted by counsel
chosen by you and satisfactory to Investor Services, or to its
officers or directors, or to any controlling person or persons,
defendant or defendants in the suit. In the event that you assume
the defense of any such suit and retain such counsel, Investor
Services or such officers or directors or controlling person or
persons, defendant or defendants in the suit, shall bear the fees
and expenses of any additional counsel retained by them, but, in
case you do not elect to assume the defense or any such suit, you
shall reimburse Investor Services and such officers,
- 7 -
<PAGE>
directors or controlling person or persons, defendant of
defendants in such suit, for the reasonable fees and expenses of any
counsel retained by them. You agree promptly to notify Investor
Services of the commencement of any litigation or proceedings
against it in connection with the offer, issue and sale of any
shares.
(b) Investor Services will indemnify and hold harmless you and each of
your directors and officers and each person, if any, who controls
you within the meaning of Section 15 of the 1933 Act, against any
loss, liability, damages, claim or expense (including the reasonable
cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any person's acquiring
any Shares, which may be based upon the 1933 Act or any other
statute or common law, and which (i) may be based upon any wrongful
act by Investor Services, any of its employees or representatives,
or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement
or prospectus covering Shares or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading unless such statement or omission
was made in reliance upon information furnished to Investor Services
or the Fund by you or (iii) may be based on any untrue statement or
alleged untrue statement of a material fact contained in a
registration statement or prospectus covering insurance products
sold by you, or any amendment or supplement thereto, or the omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished to you by or on behalf of
Investor Services or the Fund; provided, however, that in no case
(i) is the indemnity by Investor Services in favor of any person
indemnified to be deemed to protect you or any such person against
any liability to which you or any such person would
- 8 -
<PAGE>
otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of your or his duties by reason
of your or his reckless disregard of your or his obligations and
duties under this Agreement, or (ii) is Investor Services to be
liable under its indemnity agreement contained in this paragraph
with respect to any claim made against you or any person indemnified
unless you or such person, as the case may be, shall have notified
Investor Services in writing within a reasonable time after the
summons or other first legal process giving information of the
nature of the claim shall have been served upon you or upon such
person (or after you or such person shall have received notice of
such service on any designated agent), but failure to notify
Investor Services of any such claim shall not relieve Investor
Services from any liability to which Investor Services may have to
you or any person against whom such action is brought otherwise than
on account of its indemnity agreement contained in this paragraph.
Investor Services shall be entitled to participate, at its own
expense, in the defense, or, if it so elects, to assume the defense
of any suit brought to enforce any such liability, but, if it elects
to assume the defense, such defense shall be conducted by counsel
chosen by Investor Services and satisfactory to you, or to your
officers or directors, or to any controlling person or persons,
defendant or defendants in the suit. In the event that Investor
Services assumes the defense of any such suit and retains such
counsel, you or such officers or directors or controlling person or
persons, defendant or defendants in the suit, shall bear the fees
and expenses of any additional counsel retained by it, but, in case
Investor Services does not elect to assume the defense of any such
suit, Investor Services shall reimburse you and such officers,
directors or controlling person or persons, defendant or defendants
in such suit, for the reasonable fees and expenses of any counsel
retained by it. Investor Services agrees promptly to notify you of
the commencement of any litigation or proceedings against it in
connection with the offer, issue and sale of any Shares.
- 9 -
<PAGE>
9. The indemnities, representations, warranties, covenants and
agreements of each party to this Agreement as set forth in this
Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of either of such parties or any
of their respective officers, directors, partners or any controlling
person, and will survive delivery of and payment for the Shares.
10. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by
applicable law, each party hereto waives any provision of law which
renders any provision hereof prohibited or unenforceable in any
respect.
11. This Agreement constitutes the entire agreement among the parties
concerning the subject matter hereof, and supersedes any and all
prior understandings.
12. This Agreement shall automatically terminate in the event of its
assignment. This Agreement may be terminated at any time by either
party by written notice given to the other party, provided that the
obligation of each party to indemnify the other party pursuant to
paragraph 8 hereof shall apply with respect to any Shares sold
before or after such termination.
13. Any notice hereunder shall be duly given if mailed or telegraphed to
the other party hereto at the address specified below. This
Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts.
14. This Agreement may be executed in any number of counterparts which,
taken together shall constitute one and the same instrument. This
Agreement shall become effective upon receipt by us of your
acceptance hereof.
- 10 -
<PAGE>
15. This Agreement may not be modified or amended except by a written
instrument duly executed by the parties hereto.
SCUDDER INVESTOR SERVICES, INC.
By: /s/ Kathryn L. Quirk
--------------------------------
Authorized Officer
175 Federal Street
Boston, Massachusetts 02110
The undersigned hereby accepts the
offer set forth in the above letter.
CARILLON INVESTMENTS INC.
Dated: 2-18-92 By: /s/ [Illegible]
---------- --------------------------------
Authorized Representative
Address: P.O. Box 179
---------------------------
Cincinnati, Ohio 45201
---------------------------
ATTN: John F. Labmeier
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EXHIBIT 6(d)
Scudder Investor Services, Inc.
175 Federal Street
Boston, Massachusetts 02110
PARTICIPATING CONTRACT AND POLICY AGREEMENT
Dear Sirs:
We (sometimes hereinafter referred to as "Investor Services") are the
Principal Underwriter of shares of Scudder Variable Life Investment Fund (the
"Fund"), a no-load, open-end, diversified registered management investment
company established in 1985 as a Massachusetts business trust. The Fund is a
series fund consisting of the Money Market Portfolio, Managed Bond Portfolio,
Managed Capital Growth Portfolio, Managed Diversified Portfolio and the Managed
International Portfolio (individually or collectively hereinafter referred to as
the "Portfolio" or the "Portfolios"). Additional Portfolios may be created from
time to time. The Fund is the funding vehicle for variable annuity contracts and
variable life insurance policies ("Participating Contracts and Policies") to be
offered to the separate accounts (the "Accounts") of certain life insurance
companies ("Participating Insurance Companies"). Owners of Participating
Contracts and Policies will designate a portion of their premium to be invested
in insurance company separate accounts or sub-accounts which invest in, or
represent an investment in, directly or indirectly, shares of beneficial
interest ("Shares") of the Portfolios of the Fund. You are a registered
broker-dealer which intends to offer and sell Participating Contracts and
Policies. In connection with such offer and sale you will be obligated to
deliver the prospectuses of such Participating Contracts and
<PAGE>
Policies and, contemporaneously therewith, the prospectus of the Fund. Sales of
Shares to Participating Insurance Companies or their affiliates or the separate
accounts of either shall be effected solely by us as principal underwriter of
the Fund, and not by you; provided, however, that you shall be our agent in
connection with the receipt of purchase orders for Fund Shares and not in
connection with their offer and sale. The relationship between us shall be
further governed by the following terms and conditions:
1. To the extent, if any, that your activities or the activities of the
Participating Insurance Companies in connection with the sale of
Participating Contracts and Policies may constitute the sale of
Shares, you and we agree that (i) we are the sole "principal
underwriter" of the Fund and the sole "underwriter" of the Shares as
those terms are defined in the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 (the "1933 Act"),
respectively, and (ii) neither you nor the Participating Insurance
Companies or the Accounts shall be deemed to be "principal
underwriters" of the Fund or "underwriters" of the Fund within the
meaning of the 1940 Act and the 1933 Act, respectively.
2. You hereby represent and warrant to us as follows:
(a) You are a corporation duly organized and validly existing in
good standing under the laws of the State of Connecticut and
have full power and authority to enter into this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by you and is a valid and binding obligation
enforceable against you in accordance with its terms.
(c) Your compliance with the provisions of this Agreement will
not conflict with or result in a violation of the provisions
of your charter or by-laws, or any statute or any judgment,
decree,
- 2 -
<PAGE>
order, rule or regulation of any court or governmental agency
or body having jurisdiction.
3. We hereby represent and warrant to you as follows:
(a) A registration statement (File No. 2-96461) on Form N-1A with
respect to the Shares (x) has been prepared by the Fund in
conformity with the requirements of the 1940 Act and the 1933
Act and all applicable published instructions, rules and
regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "Commission"), (y) has been filed
with the Commission, and (z) is currently effective. The
registration statement, including financial statements and
exhibits, and the final prospectus, including the statement of
additional information, as subsequently amended and
supplemented, are herein respectively referred to as the
"Registration Statement" and the "Prospectus".
(b) The Registration Statement and the Prospectus and any
amendment or supplement thereto will contain all statements
required to be stated therein and will comply in all material
respects with the requirements of the 1940 Act, the 1933 Act
and the Rules and Regulations, and the Registration Statement
and any post-effective amendment thereto will not contain or
incorporate by reference any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading, and the Prospectus and any amendment or supplement
thereto will not contain or incorporate by reference any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(c) We are a corporation duly organized and validly existing in
good standing under the laws of The Commonwealth of
Massachusetts and have full power and authority to enter into
this Agreement.
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<PAGE>
(d) This Agreement has been duly authorized, executed and
delivered by us and is a valid and binding obligation
enforceable against us in accordance with its terms.
(e) Our compliance with all of the provisions of this Agreement
will not conflict with or result in a violation of the
provisions of our charter or by-laws, or any statute or any
judgment, decree, order, rule or regulation of any court or
governmental agency or body having jurisdiction over us.
4. You hereby covenant and agree with us as follows:
(a) You shall be an independent contractor and neither you nor any
of your directors, partners, officers or employees as such, is
or shall be an employee of us or of the Fund. You are
responsible for your own conduct and the employment, control
and conduct of your agents and employees and for injury to
such agents or employees or to others through your agents or
employees.
(b) You or one or more Participating Insurance Companies will be
responsible for insuring compliance with all applicable laws
and regulations of any regulatory body having jurisdiction
over you or Participating Contracts and Policies.
(c) No person is authorized to make any representations concerning
Shares except those contained in the prospectus and statement
of additional information relating thereto and in such printed
information as issued by us for use as information
supplemental to the prospectus. In offering Participating
Contracts and Policies you shall, with respect to the Fund and
the Shares, rely solely on the representations contained in
the prospectus and statement of additional information and in
the above-mentioned supplemental information.
(d) You are not entitled to any compensation whatsoever from us or
the Fund with respect to offers of Participating Contracts and
Policies.
- 4 -
<PAGE>
5. We hereby covenant and agree with you as follows:
(a) If, at any time when a prospectus relating to the Shares is
required to be delivered under the 1940 Act, the 1933 Act or
the Rules and Regulations, we become aware of the occurrence
of any event as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of
a material fact, or omit to state a material fact necessary to
make the statements therein, in light of the circumstances
under which made, not misleading, or if we become aware that
it has become necessary at any time to amend or supplement the
Prospectus to comply with the 1940 Act, the 1933 Act or the
Rules and Regulations, we will promptly notify you and
promptly request the Fund to prepare and to file with the
Commission an amendment to the Registration Statement or
supplement to the Prospectus which will correct such statement
or omission or an amendment or supplement which will effect
such compliance, and deliver to you copies of any such
amendment or supplement.
(b) We will cooperate with you in taking such action as may be
necessary to qualify the Shares for offering and sale under
the securities or Blue Sky laws of any state or jurisdiction
as you may request and will continue such qualification in
effect so long as is required by applicable law in connection
with the distribution of Shares.
6. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely, as to any person
or generally. We reserve the right to amend this agreement at any
time and you agree that the sale of Participating Contracts and
Policies, after notice of any such amendment has been sent to you,
shall constitute your agreement to any such amendment.
7. If we elect to provide to you for the purpose of your offering
Participating Contracts and Policies copies of any prospectus and
statement of additional information relating to the Shares and
printed information supplemental thereto, we shall furnish you with
such copies as you reasonably request upon the payment of reasonable
charges therefor by you or one or more
- 5 -
<PAGE>
Participating Insurance Companies. If we elect not to provide such copies
of such documents, you or one or more Participating Insurance Companies
shall bear the entire cost of printing copies for your use. You shall not
use such copies of such documents printed by you or one or more
Participating Insurance Companies until you shall have furnished us with a
copy thereof and we either have given you written approval for use or
twenty days shall have elapsed following our receipt thereof and we have
not objected thereto in writing.
8. (a) You will indemnify and hold harmless Investor Services and
each of its directors and officers and each person, if any,
who controls Investor Services within the meaning of Section
15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred
in connection therewith), arising by reason of any person' s
acquiring any Shares, which may be based upon the 1933 Act or
any other statute or common law, and which (i) may be based
upon any wrongful act by you, any of your employees or
representatives, any affiliate of or any person acting on
behalf of you, or (ii) may be based upon any untrue statement
or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading if such a statement or omission was made in
reliance upon information furnished to us or the Fund by you,
or (iii) may be based on any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement or prospectus covering insurance
products sold by you, or any amendments or supplement thereto,
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statement or statements therein not misleading,
unless such statement or omission was made in reliance upon
information furnished to you or a Participating Insurance
Company by or on behalf of
- 6 -
<PAGE>
Investor Services or the Fund; provided, however, that in no
case (i) is the indemnity by you in favor of any person
indemnified to be deemed to protect Investor Services or any
such person against any liability to which Investor Services
or any such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the
performance of its or his duties or by reason of its or his
reckless disregard of its obligations and duties under this
Agreement, or (ii) are you to be liable under your indemnity
agreement contained in this paragraph with respect to any
claim made against Investor Services or any person indemnified
unless Investor Services or such person, as the case may be,
shall have notified you in writing within a reasonable time
after the summons or other first legal process giving
information of the nature of the claim shall have been served
upon Investor Services or upon such person (or after Investor
Services or such person shall have received notice of such
service on any designated agent), but failure to notify you of
any such claim shall not relieve you from any liability which
you may have to Investor Services or any person against whom
such action is brought otherwise than on account of your
indemnity agreement contained in this paragraph. You shall be
entitled to participate, at your own expense, in the defense,
or, if you so elect, to assume the defense of any suit brought
to enforce any such liability, but, if you elect to assume the
defense, such defense shall be conducted by counsel chosen by
you and satisfactory to Investor Services, or to its officers
or directors, or to any controlling person or persons,
defendant or defendants in the suit. In the event that you
assume the defense of any such suit and retain such counsel,
Investor Services or such officers or directors or controlling
person or persons, defendant or defendants in the suit, shall
bear the fees and expenses of any additional counsel retained
by them, but, in case you do not elect to assume the defense
or any such suit, you shall reimburse Investor Services and
such officers, directors or controlling person or persons,
defendant of defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. You agree
promptly to notify
- 7 -
<PAGE>
Investor Services of the commencement of any litigation or
proceedings against it in connection with the offer, issue and
sale of any shares.
(b) Investor Services will indemnify and hold harmless you and
each of your directors and officers and each person, if any,
who controls you within the meaning of Section 15 of the 1933
Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith),
arising by reason of any person's acquiring any Shares, which
may be based upon the 1933 Act or any other statute or common
law, and which (i) may be based upon any wrongful act by
Investor Services, any of its employees or representatives, or
(ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration
statement or prospectus covering Shares or any amendment
thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading unless such statement or omission was made in
reliance upon information furnished to Investor Services or
the Fund by you or (iii) may be based on any untrue statement
or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering insurance
products sold by you, or any amendment or supplement thereto,
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if
such statement or omission was made in reliance upon
information furnished to you by or on behalf of Investor
Services or the Fund; provided, however, that in no case (i)
is the indemnity by Investor Services in favor of any person
indemnified to be deemed to protect you or any such person
against any liability to which you or any such person would
otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your or his
duties by reason of your or his reckless disregard of your or
his
- 8 -
<PAGE>
obligations and duties under this Agreement, or (ii) is
Investor Services to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made
against you or any person indemnified unless you or such
person, as the case may be, shall have notified Investor
Services in writing within a reasonable time after the summons
or other first legal process giving information of the nature
of the claim shall have been served upon you or upon such
person (or after you or such person shall have received notice
of such service on any designated agent), but failure to
notify Investor Services of any such claim shall not relieve
Investor Services from any liability to which Investor
Services may have to you or any person against whom such
action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. Investor Services shall
be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense of any
suit brought to enforce any such liability, but, if it elects
to assume the defense, such defense shall be conducted by
counsel chosen by Investor Services and satisfactory to you,
or to your officers or directors, or to any controlling person
or persons, defendant or defendants in the suit. In the event
that Investor Services assumes the defense of any such suit
and retains such counsel, you or such officers or directors or
controlling person or persons, defendant or defendants in the
suit, shall bear the fees and expenses of any additional
counsel retained by it, but, in case Investor Services does
not elect to assume the defense of any such suit, Investor
Services shall reimburse you and such officers, directors or
controlling person or persons, defendant or defendants in such
suit, for the reasonable fees and expenses of any counsel
retained by it. Investor Services agrees promptly to notify
you of the commencement of any litigation or proceedings
against it in connection with the offer, issue and sale of any
Shares.
9. The indemnities, representations, warranties, covenants and
agreements of each party to this Agreement as set forth in this
Agreement will remain in full force and effect regardless of any
investigation made by or on
- 9 -
<PAGE>
behalf of either of such parties or any of their respective
officers, directors, partners or any controlling person, and will
survive delivery of and payment for the Shares.
10. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by
applicable law, each party hereto waives any provision of law which
renders any provision hereof prohibited or unenforceable in any
respect.
11. This Agreement constitutes the entire agreement among the parties
concerning the subject matter hereof, and supersedes any and all
prior understandings.
12. This Agreement shall automatically terminate in the event of its
assignment. This Agreement may be terminated at any time by either
party by written notice given to the other party, provided that the
obligation of each party to indemnify the other party pursuant to
paragraph 8 hereof shall apply with respect to any Shares sold
before or after such termination.
13. Any notice hereunder shall be duly given if mailed or telegraphed to
the other party hereto at the address specified below. This
Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts.
14. This Agreement may be executed in any number of counterparts which,
taken together shall constitute one and the same instrument. This
Agreement shall become effective upon receipt by us of your
acceptance hereof.
- 10 -
<PAGE>
15. This Agreement may not be modified or amended except by a written
instrument duly executed by the parties hereto.
SCUDDER INVESTOR SERVICES, INC.
By: /s/ Davis Lee
---------------------------------
Authorized Officer
175 Federal Street
Boston, Massachusetts 02110
The undersigned hereby accepts the
offer set forth in the above letter.
AETNA LIFE INSURANCE AND ANNUITY
COMPANY
Dated: April 27,1992 By: /s/ [Illegible]
--------------------- ---------------------------------
Authorized Representative
Address: 151 Farmington Avenue
-----------------------------
Hartford, Connecticut 06156
-----------------------------
- 11 -
EXHIBIT 6(e)
Scudder Investor Services, Inc.
175 Federal Street
Boston, Massachusetts 02110
PARTICIPATING CONTRACT AND POLICY AGREEMENT
Dear Sirs:
We (sometimes hereinafter referred to as "Investor Services") are the
Principal Underwriter of shares of Scudder Variable Life Investment Fund (the
"Fund"), a no-load, open-end, diversified registered management investment
company established in 1985 as a Massachusetts business trust. The Fund is a
series fund consisting of the Money Market Portfolio, Managed Bond Portfolio,
Managed Capital Growth Portfolio, Managed Diversified Portfolio and the Managed
International Portfolio (individually or collectively hereinafter referred to as
the "Portfolio" or the "Portfolios"). Additional Portfolios may be created from
time to time. The Fund is the funding vehicle for variable annuity contracts and
variable life insurance policies ("Participating Contracts and Policies") to be
offered to the separate accounts (the "Accounts") of certain life insurance
companies ("Participating Insurance Companies"). Owners of Participating
Contracts and Policies will designate a portion of their premium to be invested
in insurance company separate accounts or sub-accounts which invest in, or
represent an investment in, directly or indirectly, shares of beneficial
interest ("Shares") of the Portfolios of the Fund. You are a registered
broker-dealer which intends to offer and sell Participating Contracts and
Policies. In connection with such offer and sale you will be obligated to
deliver the prospectuses of such Participating Contracts and Policies and,
contemporaneously therewith, the prospectus of the Fund. Sales of Shares to
<PAGE>
Participating Insurance Companies or their affiliates or the separate accounts
of either shall be effected solely by us as principal underwriter of the Fund,
and not by you; provided, however, that you shall be our agent in connection
with the receipt of purchase orders for Fund Shares and not in connection with
their offer and sale. The relationship between us shall be further governed by
the following terms and conditions:
1. To the extent, if any, that your activities or the activities of the
Participating Insurance Companies in connection with the sale of
Participating Contracts and Policies may constitute the sale of
Shares, you and we agree that (i) we are the sole "principal
underwriter" of the Fund and the sole "underwriter" of the Shares as
those terms are defined in the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 (the "1933 Act"),
respectively, and (ii) neither you nor the Participating Insurance
Companies or the Accounts shall be deemed to be "principal
underwriters" of the Fund or "underwriters" of the Fund within the
meaning of the 1940 Act and the 1933 Act, respectively.
2. You hereby represent and warrant to us as follows:
(a) You are a corporation duly organized and validly existing in good
standing under the laws of the State of Washington and have full
power and authority to enter into this Agreement.
(b) This Agreement has been duly authorized, executed and delivered
by you and is a valid and binding obligation enforceable against
you in accordance with its terms.
(c) Your compliance with the provisions of this Agreement will not
conflict with or result in a violation of the provisions of your
charter or by-laws, or any statute or any judgment, decree,
order, rule or regulation of any court or governmental agency or
body having jurisdiction.
3. We hereby represent and warrant to you as follows:
(a) A registration statement (File No. 2-96461) on Form N-lA with
respect to the Shares (x) has been prepared by the Fund in
conformity with the requirements of the 1940 Act and the 1933 Act
and all applicable published instructions, rules and regulations
(the "Rules and Regulations") of the
2
<PAGE>
Securities and Exchange Commission (the "Commission"), (y) has
been filed with the Commission, and (z) is currently effective.
The registration statement, including financial statements and
exhibits, and the final prospectus, including the statement of
additional information, as subsequently amended and supplemented,
are herein respectively referred to as the "Registration
Statement" and the "Prospectus".
(b) The Registration Statement and the Prospectus and any amendment
or supplement thereto will contain all statements required to be
stated therein and will comply in all material respects with the
requirements of the 1940 Act, the 1933 Act and the Rules and
Regulations, and the Registration Statement and any
post-effective amendment thereto will not contain or incorporate
by reference any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and the
Prospectus and any amendment or supplement thereto will not
contain or incorporate by reference any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
(c) We are a corporation duly organized and validly existing in good
standing under the laws of The Commonwealth of Massachusetts and
have full power and authority to enter into this Agreement.
(d) This Agreement has been duly authorized, executed and delivered
by us and is a valid and binding obligation enforceable against
us in accordance with its terms.
(e) Our compliance with all of the provisions of this Agreement will
not conflict with or result in a violation of the provisions of
our charter or by-laws, or any statute or any judgment, decree,
order, rule or regulation of any court or governmental agency or
body having jurisdiction over us .
4. You hereby covenant and agree with us as follows:
(a) You shall be an independent contractor and neither you nor any of
your directors, partners, officers or employees as such, is or
shall be an employee of us or of the Fund. You are responsible
for your own conduct and the employment, control and conduct of
3
<PAGE>
your agents and employees and for injury to such agents or
employees or to others through your agent or employees.
(b) You or one or more Participating Insurance Companies will be
responsible for insuring compliance with all applicable laws and
regulations of any regulatory body having jurisdiction over you
or Participating Contracts and Policies.
(c) No person is authorized to make any representations concerning
Shares except those contained in the prospectus and statement of
additional information relating thereto and in such printed
information as issued by us for use as information supplemental
to the prospectus. In offering Participating Contracts and
Policies you shall, with respect to the Fund and the Shares, rely
solely on the representations contained in the prospectus and
statement of additional information and in the above-mentioned
supplemental information.
(d) You are not entitled to any compensation whatsoever from us or
the Fund with respect to offers of Participating Contracts and
Policies.
5. We hereby covenant and agree with you as follows:
(a) If, at any time when a prospectus relating to the Shares is
required to be delivered under the 1940 Act, the 1933 Act or the
Rules and Regulations, we become aware of the occurrence of any
event as a result of which the Prospectus as then amended or
supplemented would include any untrue statement of a material
fact, or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which
made, not misleading, or if we become aware that it has become
necessary at any time to amend or supplement the Prospectus to
comply with the 1940 Act, the 1933 Act or the Rules and
Regulations, we will promptly notify you and promptly request the
Fund to prepare and to file with the Commission an amendment to
the Registration Statement or supplement to the Prospectus which
will correct such statement or omission or an amendment or
supplement which will effect such compliance, and deliver to you
copies of any such amendment or supplement.
(b) We will cooperate with you in taking such action as may be
necessary to qualify the Shares for offering and sale under the
securities or Blue Sky laws of any state or jurisdiction as you
may request and will continue such qualification in effect so
long
4
<PAGE>
as is required by applicable law in connection with the
distribution of Shares.
6. We reserve the right in our discretion, without notice, to suspend sales or
withdraw the offering of Shares entirely, as to any person or generally. We
reserve the right to amend this agreement at any time and you agree that
the sale of Participating Contracts and Policies, after notice of any such
amendment has been sent to you, shall constitute your agreement to any such
amendment.
7. If we elect to provide to you for the purpose of your offering
Participating Contracts and Policies copies of any prospectus and statement
of additional information relating to the Shares and printed information
supplemental thereto, we shall furnish you with such copies as you
reasonably request upon the payment of reasonable charges therefor by you
or one or more Participating Insurance Companies. If we elect not to
provide such copies of such documents, you or one or more Participating
Insurance Companies shall bear the entire cost of printing copies for your
use. You shall not use such copies of such documents printed by you or one
or more Participating Insurance Companies until you shall have furnished us
with a copy thereof and we either have given you written approval for use
or twenty days shall have elapsed following our receipt thereof and we have
not objected thereto in writing.
8. (a) You will indemnify and hold harmless Investor Services and each of its
directors and officers and each person, if any, who controls Investor
Services within the meaning of Section 15 of the 1933 Act, against any
loss, liability, damages, claim or expense (including the reasonable
cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any person's acquiring any
Shares, which may be based upon the 1933 Act or any other statute or
common law, and which (i) may be based upon any wrongful act by you,
any of your employees or representatives, any affiliate of or any
person acting on behalf of you, or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in
a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon information
furnished to us or the Fund by you, or (iii) may be based on any
untrue statement or alleged untrue statement of a material
5
<PAGE>
fact contained in a registration statement or prospectus covering
insurance products sold by you, or any amendments or supplement
thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statement or statements therein not misleading, unless such statement
or omission was made in reliance upon information furnished to you or
a Participating Insurance Company by or on behalf of Investor Services
or the Fund; provided, however, that in no case (i) is the indemnity
by you in favor of any person indemnified to be deemed to protect
Investor Services or any such person against any liability to which
Investor Services or any such person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its or his duties or by reason of its or his reckless
disregard of its obligations and duties under this Agreement, or (ii)
are you to be liable under your indemnity agreement contained in this
paragraph with respect to any claim made against Investor Services or
any person indemnified unless Investor Services or such person, as the
case may be, shall have notified you in writing within a reasonable
time after the summons or other first legal process giving information
of the nature of the claim shall have been served upon Investor
Services or upon such person (or after Investor Services or such
person shall have received notice of such service on any designated
agent), but failure to notify you of any such claim shall not relieve
you from any liability which you may have to Investor Services or any
person against whom such action is brought otherwise than on account
of your indemnity agreement contained in this paragraph. You shall be
entitled to participate, at your own expense, in the defense, or, if
you so elect, to assume the defense of any suit brought to enforce any
such liability, but, if you elect to assume the defense, such defense
shall be conducted by counsel chosen by you and satisfactory to
Investor Services, or to its officers or directors, or to any
controlling person or persons, defendant or defendants in the suit. In
the event that you assume the defense of any such suit and retain such
counsel, Investor Services or such officers or directors or
controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by
them, but, in case you do not elect to assume the defense or any such
suit, you shall reimburse Investor Services and such officers,
directors or controlling person or persons, defendant of defendants in
such suit, for the reasonable fees and expenses of any counsel
retained
6
<PAGE>
by them. You agree promptly to notify Investor Services of the
commencement of any litigation or proceedings against it in connection
with the offer, issue and sale of any shares.
(b) Investor Services will indemnify and hold harmless you and each of
your directors and officers and each person, if any, who controls you
within the meaning of Section 15 of the 1933 Act, against any loss,
liability, damages, claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim
or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any person's acquiring any Shares,
which may be based upon the 1933 Act or any other statute or common
law, and which (i) may be based upon any wrongful act by Investor
Services, any of its employees or representatives, or (ii) may be
based upon any untrue statement or alleged untrue statement of a
material fact contained in a registration statement or prospectus
covering Shares or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading unless such statement or omission was made in reliance upon
information furnished to Investor Services or the Fund by you or (iii)
may be based on any untrue statement or alleged untrue statement of a
material fact contained in a registration statement or prospectus
covering insurance products sold by you, or any amendment or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
to you by or on behalf of Investor Services or the Fund; provided,
however, that in no case (i) is the indemnity by Investor Services in
favor of any person indemnified to be deemed to protect you or any
such person against any liability to which you or any such person
would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of your or his duties by reason
of your or his reckless disregard of your or his obligations and
duties under this Agreement, or (ii) is Investor Services to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against you or any person indemnified unless you or
such person, as the case may be, shall have notified Investor Services
in writing within a reasonable time after the summons or other first
legal process
7
<PAGE>
giving information of the nature of the claim shall have been served
upon you or upon such person (or after you or such person shall have
received notice of such service on any designated agent), but failure
to notify Investor Services of any such claim shall not relieve
Investor Services from any liability to which Investor Services may
have to you or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. Investor Services shall be entitled to participate, at its
own expense, in the defense, or, if it so elects, to assume the
defense of any suit brought to enforce any such liability, but, if it
elects to assume the defense, such defense shall be conducted by
counsel chosen by Investor Services and satisfactory to you or to your
officers or directors, or to any controlling person or persons,
defendant or defendants in the suit. In the event that Investor
Services assumes the defense of any such suit and retains such
counsel, you or such officers or directors or controlling person or
persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by it, but, in case
Investor Services does not elect to assume the defense of any such
suit, Investor Services shall reimburse you and such officers,
directors or controlling person or persons, defendant or defendants in
such suit, for the reasonable fees and expenses of any counsel
retained by it. Investor Services agrees promptly to notify you of the
commencement of any litigation or proceedings against it in connection
with the offer issue and sale of any Shares.
9. The indemnities, representations, warranties, covenants and agreements of
each party to this Agreement as set forth in this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf
of either of such parties or any of their respective officers, directors,
partners or any controlling person, and will survive delivery of and
payment for the Shares.
10. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law each party hereto
waives any provision of law which
8
<PAGE>
renders any provision hereof prohibited or unenforceable in any respect.
11. This Agreement constitutes the entire agreement among the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
12. This Agreement shall automatically terminate in the event of its
assignment. This Agreement may be terminated at any time by either party by
written notice given to the other party, provided that the obligation of
each party to indemnify the other party pursuant to paragraph 8 hereof
shall apply with respect to any Shares sold before or after such
termination.
13. Any notice hereunder shall be duly given if mailed or telegraphed to the
other party hereto at the address specified below. This Agreement shall be
governed by and construed in accordance with the laws of The Commonwealth
of Massachusetts.
14. This Agreement may be executed in any number of counterparts which, taken
together shall constitute one and the same instrument. This Agreement shall
become effective upon receipt by us of your acceptance hereof.
15. This Agreement may not be modified or amended except by a written
instrument duly executed by the parties hereto.
SCUDDER INVESTOR SERVICES, INC.
By: /s/ [Illegible]
--------------------------------------
Authorized Officer
175 Federal Street
Boston, Massachusetts 02110
The undersigned hereby accepts the offer set
forth in the above letter.
PNMR SECURITIES INC.
Dated: 12/1/92 By: /s/ [Illegible]
- ---------------------------- ----------------------------------------
Authorized Representative
Address: 1541 N.E. 51st Street
Redmond, Washington 98052
9
EXHIBIT 6(f)
Scudder Investor Services, Inc.
175 Federal Street
Boston, Massachusetts 02110
PARTICIPATING CONTRACT AND POLICY AGREEMENT
Ladies and Gentlemen:
We (sometimes hereinafter referred to as "Investor Services") are the
Principal Underwriter of shares of Scudder Variable Life Investment Fund (the
"Fund"), a no-load, open-end, diversified registered management investment
company established in 1985 as a Massachusetts business trust. The Fund is a
series fund consisting of the Balanced Portfolio, Bond Portfolio, Capital Growth
Portfolio, International Portfolio and Money Market Portfolio (individually or
collectively hereinafter referred to as the "Portfolio" or the "Portfolios").
Additional Portfolios may be created from time to time. The Fund is the funding
vehicle for variable annuity contracts and variable life insurance policies
("Participating Contracts and Policies") to be offered to the separate accounts
(the "Accounts") of certain life insurance companies ("Participating Insurance
Companies"). Owners of Participating Contracts and Policies will designate a
portion of their premium to be invested in insurance company separate accounts
or sub-accounts which invest in, or represent an investment in, directly or
indirectly, shares of beneficial interest ("Shares") of the Portfolios of the
Fund. You are a registered broker-dealer which intends to offer and sell
Participating Contracts and Policies. In connection with such offer and sale you
will be obligated to deliver the prospectuses of such Participating Contracts
and Policies and, contemporaneously therewith, the prospectus of the Fund. Sales
of Shares to Participating Insurance
1
<PAGE>
Companies or their affiliates or the separate accounts of either shall be
effected solely by us as principal underwriter of the Fund, and not by you;
provided, however, that you shall be our agent in connection with the receipt of
purchase orders for Fund Shares and not in connection with their offer and sale.
The relationship between us shall be further governed by the following terms and
conditions:
1. To the extent, if any, that your activities or the activities of the
Participating Insurance Companies in connection with the sale of
Participating Contracts and Policies may constitute the sale of
Shares, you and we agree that (i) we are the sole "principal
underwriter" of the Fund and the sole "underwriter" of the Shares as
those terms are defined in the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 (the "1933 Act"),
respectively, and (ii) neither you nor the Participating Insurance
Companies or the Accounts shall be deemed to be "principal
underwriters" of the Fund or "underwriters" of the Fund within the
meaning of the 1940 Act and the 1933 Act, respectively.
2. You hereby represent and warrant to us as follows:
(a) You are a corporation duly organized and validly existing in
good standing under the laws of the State of ________________
and have full power and authority to enter into this
Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by you and is a valid and binding obligation
enforceable against you in accordance with its terms.
(c) Your compliance with the provisions of this Agreement will not
conflict with or result in a violation of the provisions of
your charter or by-laws, or any statute or any judgment,
decree, order, rule or regulation of any court or governmental
agency or body having jurisdiction.
3. We hereby represent and warrant to you as follows:
(a) A registration statement (File No. 2-96461) on Form N-1A with
respect to the Shares (x) has been prepared by the Fund in
conformity with the requirements of the 1940 Act and the 1933
Act and all applicable published instructions, rules and
regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the
2
<PAGE>
"Commission"), (y) has been filed with the Commission, and (z)
is currently effective. The registration statement, including
financial statements and exhibits, and the final prospectus,
including the statement of additional information, as
subsequently amended and supplemented, are herein respectively
referred to as the "Registration Statement" and the
"Prospectus".
(b) The Registration Statement and the Prospectus and any
amendment or supplement thereto will contain all statements
required to be stated therein and will comply in all material
respects with the requirements of the 1940 Act, the 1933 Act
and the Rules and Regulations, and the Registration Statement
and any post-effective amendment thereto will not contain or
incorporate by reference any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading, and the Prospectus and any amendment or supplement
thereto will not contain or incorporate by reference any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(c) We are a corporation duly organized and validly existing in
good standing under the laws of The Commonwealth of
Massachusetts and have full power and authority to enter into
this Agreement.
(d) This Agreement has been duly authorized, executed and
delivered by us and is a valid and binding obligation
enforceable against us in accordance with its terms.
(e) Our compliance with all of the provisions of this Agreement
will not conflict with or result in a violation of the
provisions of our charter or by-laws, or any statute or any
judgment, decree, order, rule or regulation of any court or
governmental agency or body having jurisdiction over us.
4. You hereby covenant and agree with us as follows:
(a) You shall be an independent contractor and neither you nor any
of your directors, partners, officers or employees as such, is
or shall be an employee of us or of the Fund. You are
responsible for your own conduct and the employment, control
and conduct of your agents and employees and for injury to
such agents or employees or to others through your agents or
employees.
3
<PAGE>
(b) You or one or more Participating Insurance Companies will be
responsible for insuring compliance with applicable laws and
regulations of any regulatory body having jurisdiction over
you or Participating Contracts and Policies.
(c) No person is authorized to make any representations concerning
Shares except those contained in the prospectus and statement
of additional information relating thereto and in such printed
information as issued by us for use as information
supplemental to the prospectus. In offering Participating
Contracts and Policies you shall, with respect to the Fund and
the Shares, rely solely on the representations contained in
the prospectus and statement of additional information and in
the above-mentioned supplemental information.
(d) You are not entitled to any compensation whatsoever from us or
the Fund with respect to offers of Participating Contracts and
Policies.
5. We hereby covenant and agree with you as follows:
(a) If, at any time when a prospectus relating to the Shares is
required to be delivered under the 1940 Act, the 1933 Act or
the Rules and Regulations, we become aware of the occurrence
of any event as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of
a material fact, or omit to state a material fact necessary to
make the statements therein, in light of the circumstances
under which made, not misleading, or if we become aware that
it has become necessary at any time to amend or supplement the
Prospectus to comply with the 1940 Act, the 1933 Act or the
Rules and Regulations, we will promptly notify you and
promptly request the Fund to prepare and to file with the
Commission an amendment to the Registration Statement or
supplement to the Prospectus which will correct such statement
or omission or an amendment or supplement which will effect
such compliance, and deliver to you copies of any such
amendment or supplement.
(b) We will cooperate with you in taking such action as may be
necessary to qualify the Shares for offering and sale under
the securities or Blue Sky laws of any state or jurisdiction
as you may request and will continue such qualification in
effect so long as is required by applicable law in connection
with the distribution of Shares.
6. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely, as to any person
or generally. We reserve the
4
<PAGE>
right to amend this agreement at any time and you agree that the
sale of Participating Contracts and Policies, after notice of any
such amendment has been sent to you, shall constitute your agreement
to any such amendment.
7. If we elect to provide to you for the purpose of your offering
Participating Contracts and Policies copies of any prospectus and
statement of additional information relating to the Shares and
printed information supplemental thereto, we shall furnish you with
such copies as you reasonably request upon the payment of reasonable
charges therefor by you or one or more Participating Insurance
Companies. If we elect not to provide such copies of such documents,
you or one or more Participating Insurance Companies shall bear the
entire cost of printing copies for your use. You shall not use such
copies of such documents printed by you or one or more Participating
Insurance Companies until you shall have furnished us with a copy
thereof and we either have given you written approval for use or
twenty days shall have elapsed following our receipt thereof and we
have not objected thereto in writing.
8. (a) You will indemnify and hold harmless Investor Services and
each of its directors and officers and each person, if any,
who controls Investor Services within the meaning of Section
15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred
in connection therewith), arising by reason of any person's
acquiring any Shares, which may be based upon the 1933 Act or
any other statute or common law, and which (i) may be based
upon any wrongful act by you, any of your employees or
representatives, any affiliate of or any person acting on
behalf of you, or (ii) may be based upon any untrue statement
or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading if such a statement or omission was made in
reliance upon information furnished to us or the Fund by you,
or (iii) may be based on any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement or prospectus covering insurance
products sold by you, or any amendments or supplement thereto,
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statement or statements therein not misleading,
unless such statement or omission was made in reliance upon
information
5
<PAGE>
furnished to you or a Participating Insurance Company by or on
behalf of Investor Services or the Fund; provided, however,
that in no case (i) is the indemnity by you in favor of any
person indemnified to be deemed to protect Investor Services
or any such person against any liability to which Investor
Services or any such person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence
in the performance of its or his duties or by reason of its or
his reckless disregard of its obligations and duties under
this Agreement or (ii) are you to be liable under your
indemnity agreement contained in this paragraph with respect
to any claim made against Investor Services or any person
indemnified unless Investor Services or such person, as the
case may be, shall have notified you in writing within a
reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been
served upon Investor Services or upon such person (or after
Investor Services or such person shall have received notice of
such service on any designated agent), but failure to notify
you of any such claim shall not relieve you from any liability
which you may have to Investor Services or any person against
whom such action is brought otherwise than on account of your
indemnity agreement contained in this paragraph. You shall be
entitled to participate, at your own expense, in the defense
or, if you so elect, to assume the defense of any suit brought
to enforce any such liability, but, if you elect to assume the
defense, such defense shall be conducted by counsel chosen by
you and satisfactory to Investor Services, or to its officers
or directors, or to any controlling person or persons,
defendant or defendants in the suit. In the event that you
assume the defense of any such suit and retain such counsel,
Investor Services or such officers or directors or controlling
person or persons, defendant or defendants in the suit, shall
bear the fees and expenses of any additional counsel retained
by them, but, in case you do not elect to assume the defense
or any such suit, you shall reimburse Investor Services and
such officers, directors or controlling person or persons,
defendant of defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. You agree
promptly to notify Investor Services of the commencement of
any litigation or proceedings against it in connection with
the offer, issue and sale of any shares.
(b) Investor Services will indemnify and hold harmless you and
each of your directors and officers and each person, if any,
who controls you within the meaning of Section 15 of the 1933
Act, against any loss, liability, damages, claim or expense
(including the
6
<PAGE>
reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable
counsel fees incurred in connection therewith), arising by
reason of any person's acquiring any Shares, which may be
based upon the 1933 Act or any other statute or common law,
and which (i) may be based upon any wrongful act by Investor
Services, any of its employees or representatives, or (ii) may
be based upon any untrue statement or alleged untrue statement
of a material fact contained in a registration statement or
prospectus covering Shares or any amendment thereof or
supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading unless
such statement or omission was made in reliance upon
information furnished to Investor Services or the Fund by you
or (iii) may be based on any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement or prospectus covering insurance
products sold by you, or any amendment or supplement thereto,
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if
such statement or omission was made in reliance upon
information furnished to you by or on behalf of Investor
Services or the Fund; provided, however, that in no case (i)
is the indemnity by Investor Services in favor of any person
indemnified to be deemed to protect you or any such person
against any liability to which you or any such person would
otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your or his
duties by reason of your or his reckless disregard of your or
his obligations and duties under this Agreement, or (ii) is
Investor Services to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made
against you or any person indemnified unless you or such
person, as the case may be, shall have notified Investor
Services in writing within a reasonable time after the summons
or other first legal process giving information of the nature
of the claim shall have been served upon you or upon such
person (or after you or such person shall have received notice
of such service on any designated agent), but failure to
notify Investor Services of any such claim shall not relieve
Investor Services from any liability to which Investor
Services may have to you or any person against whom such
action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. Investor Services shall
be entitled to participate, at its own expense, in the
defense, or, if it so elects, to
7
<PAGE>
assume the defense of any suit brought to enforce any such
liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by Investor
Services and satisfactory to you, or to your officers or
directors, or to any controlling person or persons, defendant
or defendants in the suit. In the event that Investor Services
assumes the defense of any such suit and retains such counsel,
you or such officers or directors or controlling person or
persons, defendant or defendants in the suit, shall bear the
fees and expenses of any additional counsel retained by you,
but, in case Investor Services does not elect to assume the
defense of any such suit, Investor Services shall reimburse
you and such officers, directors or controlling person or
persons, defendant or defendants in such suit, for the
reasonable fees and expenses of any counsel retained by you.
Investor Services agrees promptly to notify you of the
commencement of any litigation or proceedings against it in
connection with the offer, issue and sale of any Shares.
9. The indemnities, representations, warranties, covenants and
agreements of each party to this Agreement as set forth in this
Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of either of such parties or any
of their respective officers, directors, partners or any controlling
person, and will survive delivery of and payment for the Shares.
10. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by
applicable law, each party hereto waives any provision of law which
renders any provision hereof prohibited or unenforceable in any
respect.
11. This Agreement constitutes the entire agreement among the parties
concerning the subject matter hereof, and supersedes any and all
prior understandings.
12. This Agreement shall automatically terminate in the event of its
assignment. This Agreement may be terminated at any time by either
party by written notice given to the other party, provided that the
obligation of each party to indemnify the other party pursuant to
paragraph 8 hereof shall apply with respect to any Shares sold
before or after such termination.
8
<PAGE>
13. Any notice hereunder shall be duly given if mailed or telegraphed to
the other party hereto at the address specified below. This
Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts.
14. This Agreement may be executed in any number of counterparts which,
taken together shall constitute one and the same instrument. This
Agreement shall become effective upon receipt by us of your
acceptance hereof.
15. This Agreement may not be modified or amended except by a written
instrument duly executed by the parties hereto.
SCUDDER INVESTOR SERVICES, INC.
By:
-----------------------------------
David S. Lee
President
175 Federal Street
Boston, Massachusetts 02110
The undersigned hereby accepts the
offer set forth in the above letter.
[Participating Insurance Company's
Registered Broker-Dealer]
Dated: By:
---------------- -----------------------------------
Authorized Representative
Address:
9
Exhibit 8(a)
CUSTODIAN CONTRACT
This Contract between Scudder Variable Life Investment Fund (the "Fund"), a
Massachusetts business trust created under a Declaration of Trust dated March
15, 1985 as the same may be amended from time to time, (the "Declaration of
Trust") and State Street Bank and Trust Company (the "Custodian"),
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
I. Employment of Custodian and Property to be Held by It; Application of
Contract
The Fund hereby employs the Custodian as the Custodian of its assets
pursuant to the provisions of the Declaration of Trust and the By-Laws of the
Fund. The Fund agrees to deliver to the Custodian all securities and cash owned
by it, and all payments of income, payments of principal or capital
distributions received by it with respect to all securities owned by the Fund
from time to time, and the cash consideration received by it for such new or
treasury shares of beneficial interest, without par value, ("Shares") of all
series whenever created (each a "Portfolio") of the Fund as may be issued or
sold from time to time. The Custodian shall not be responsible for any property
of the Fund held or received by the Fund and not delivered to the Custodian.
<PAGE>
The Custodian may from time to time employ one or more sub-custodians, but
only in accordance with an applicable vote by the Trustees of the Fund, and
provided that the Custodian shall have no more or less responsibility or
liability to the Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian.
The Fund may from time to time employ a special custodian in connection
with certain repurchase agreements entered into by the Fund, with the terms of
such employment to be governed by a special custodian agreement between the Fund
and the special custodian. However, the Fund agrees not to employ any such
special custodian until the Fund and the Custodian have entered into a master
repurchase agreement or other agreement which sets forth the terms governing the
relationship, including the method of transfer of securities and cash, between
the Custodian and such special custodian.
State Street acknowledges that additional Portfolios may be established and
that Portfolios may be terminated, from time to time by action of the Trustees
of the Fund. If the context requires and unless otherwise specifically provided
herein, the term "Fund" as used in this Contract shall mean in addition each
subsequently created separate Portfolio.
II. Duties of the Custodian with Respect to Property of the Fund Held by the
Custodian
A. Holding Securities. The Custodian shall hold and physically segregate in a
separate account for the Fund all non-
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<PAGE>
cash property of the Fund, including all securities owned by the Fund,
except that securities which are maintained pursuant to Section L of
Article II hereof in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S. Department of
the Treasury, collectively referred to herein as "Securities Systems",
shall be identified as belonging to the Fund.
B. Delivery of Securities. The Custodian shall release and deliver securities
owned by the Fund held by the Custodian or in a Securities Systems account
of the Custodian only upon receipt of proper instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in
the following cases:
1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section L hereof;
4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
5) To the Issuer thereof or its agent when such securities are
called, redeemed, retired or other-
-3- 4903B
<PAGE>
wise become payable; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
6) To the Issuer thereof, or its agent, for transfer into the name
of the Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section K of Article II hereof or into the name or
nominee name of any sub-custodian appointed pursuant to Article I
hereof; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such case,
the new securities are to be delivered to the Custodian);
7) To the broker selling the same for examination in accordance with
the "street delivery" custom; provided that the Custodian shall
adopt such procedures, as the Fund from time to time shall
approve, to ensure their prompt return to the Custodian by the
broker in the event the broker elects not to accept them;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the Issuer of such securities, or pursuant
to
-4- 4903B
<PAGE>
provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;
9) In the case of warrants, rights or similar securities, for the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that, in
any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
10) For delivery in connection with any loans of securities made by
the Fund, but only against receipt of adequate collateral as
agreed upon from time to time by the Custodian and the Fund,
which may be in the form of cash or obligations issued by the
United States government, its agencies or instrumentalities;
except that in connection with any loans for which collateral is
to be credited to the Custodian's account in the book-entry
system authorized by the U.S. Department of the Treasury, the
Custodian may deliver securities prior to the credit of such
collateral, provided that the Custodian shall
-5- 4903B
<PAGE>
promptly notify the Fund if such collateral is not credited;
11) For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets by the Fund, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any agreement
among the Fund, the Custodian and a broker-dealer registered
under the Securities Exchange Act of 1934 (the "Exchange Act")
and a member of the National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any agreement
among the Fund, the Custodian, and a futures commission merchant
registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market or any similar organization
or organizations, regarding account deposits in connection with
transactions by the Fund;
-6- 4903B
<PAGE>
14) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent") for delivery to the Transfer Agent or to
holders of shares in connection with distributions in kind, as
may be described from time to time in the Fund's currently
effective prospectus, in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purposes, but only upon receipt
of, in addition to proper instructions, a certified copy of a
resolution of the Trustees or of the Executive Committee signed
by an officer of the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities to be delivered,
setting forth the purpose for which such delivery is to be made,
declaring such purposes to be proper corporate purposes, and
naming the person or persons to whom delivery of such securities
shall be made.
C. Registration of Securities. Securities held by the Custodian (other than
bearer securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless the Fund has
authorized in writing the appointment of a nominee to be used in common
with other registered
-7- 4903B
<PAGE>
investment companies having the same investment adviser as the Fund, or in
the name or nominee name of any agent appointed pursuant to Section K of
Article II hereof or in the name or nominee name of any sub-custodian or
special custodian appointed pursuant to Article I hereof. All securities
accepted by the Custodian on behalf of the Fund under the terms of this
Contract shall be in "street" or other good delivery form.
D. Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the name of the Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Contract,
and shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of the Fund,
other than cash maintained by the Fund in a bank account established and
used in accordance with Rule 17f-3 under the Investment Company Act of
1940, as amended. Funds held by the Custodian for the Fund may be
deposited by it to its credit as Custodian in the Banking Department of
the Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that every
such bank or trust company shall be qualified to act as a custodian
under the Investment Company Act of 1940, as amended, and that each such
bank or trust company and the funds to be deposited with each such bank
or trust company shall be approved by vote of a major-
-8- 4903B
<PAGE>
ity of the Trustees of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.
E. Payments for Shares. The Custodian shall receive from the distributor of
the Fund's Shares or from the Transfer Agent and deposit into the Fund's
account such payments as are received for Shares of the Fund issued or sold
from time to time by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by it of
payments for Shares of the Fund.
F. Investment and Availability of Federal Funds. Upon mutual agreement
between the Fund and the Custodian, the Custodian shall, upon the
receipt of proper instructions, which may be continuing instructions
when deemed appropriate by the parties,
1) invest in such instruments as may be set forth in such
instructions on the same day as received all federal funds
received after a time agreed upon between the Custodian and the
Fund; and
2) make federal funds available to the Fund as of specified times
agreed upon from time to time by the Fund and the Custodian in
the amount of checks received in payment for Shares of the Fund
which are deposited into the Fund's account.
-9- 4903B
<PAGE>
G. Collection of Income. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely basis all
income and other payments with respect to bearer securities if, on the date
of payment by the Issuer, such securities are held by the Custodian or
agent thereof and shall credit such income, as collected, to the Fund's
custodian account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other income
items requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder.
Income due the Fund on securities loaned pursuant to the provisions of
Section B (10) shall be the responsibility of the Fund. The Custodian will
have no duty or responsibility in connection therewith except as set forth
in the preceding paragraph, other than to provide the Fund with such
information or data as may be necessary to assist the Fund in arranging for
the timely delivery to the Custodian of the income to which the Fund is
properly entitled .
H. Payment of Fund Moneys. Upon receipt of proper instructions, which may
be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out moneys of the Fund in the following cases only:
-10- 4903B
<PAGE>
1) Upon the purchase of securities, futures contracts or options on
futures contracts for the account of the Fund but only (a) against the
delivery of such securities, or evidence of title to futures contracts
or options on futures contracts, to the Custodian (or any bank,
banking firm or trust company doing business in the United States or
abroad which is qualified under the Investment Company Act of 1940, as
amended, or is permitted by a rule under such Act, to act as a
custodian and has been designated by the Custodian as its agent for
this purpose) or sub-custodian or special custodian registered in the
name of the Fund or in the name of a nominee of the Custodian referred
to in Section C of Article II hereof or in proper form for transfer;
(b) in the case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section L of Article II
hereof or (c) in the case of repurchase agreements entered into
between the Fund and the Custodian, or another bank or a broker-dealer
which is a member of the NASD, (i) against delivery of the securities
either in certificate form or through an entry crediting the
Custodian's, sub-custodian's or special custodian's account at the
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<PAGE>
Federal Reserve Bank with such securities or (ii) against delivery of
the receipt evidencing purchase by the Fund of securities owned by the
Custodian or other bank along with written evidence of the agreement
by the Custodian or other bank to repurchase such securities from the
Fund;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section B of Article II hereof;
3) For the redemption or repurchase of Shares issued by the Fund as set
forth in Section J of Article II hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of
the Fund: interest, taxes, management, accounting, transfer agent and
legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;
5) For the payment of any dividends declared pursuant to the governing
documents of the Fund;
6) For the payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purposes, but only upon receipt of, in addition
to proper instructions, a
-12- 4903B
<PAGE>
certified copy of a resolution of the Trustees or of the Executive
Committee of the Fund signed by an officer of the Fund and certified
by its Secretary or an Assistant Secretary, specifying the amount of
such payment, setting forth the purpose for which such payment is to
be made, declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.
I. Liability for Payment in Advance of Receipt of Securities Purchased. In any
and every case where payment for purchase of securities for the account of
the Fund is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the Fund to
so pay in advance, the Custodian shall be absolutely liable to the Fund for
such securities to the same extent as if the securities had been received
by the Custodian, except that in the case of repurchase agreements entered
into by the Fund with a bank which is a member of the Federal Reserve
System, the Custodian may transfer funds to the account of such bank prior
to the receipt of written evidence that the securities subject to such
repurchase agreement have been transferred by book-entry into a segregated
non-proprietary account of the Custodian maintained with the Federal
Reserve Bank of Boston or of the safe-keeping receipt, provided that such
securities have in fact been so transferred by book-entry.
-13- 4903B
<PAGE>
J. Payments for Repurchases or Redemptions of Shares of the Fund. From such
funds as may be available for the purpose but subject to the limitations of
the Declaration of Trust and any applicable votes of the Trustees of the
Fund pursuant thereto, the Custodian shall, upon receipt of instructions
from the Transfer Agent, make funds available for payment to holders of
Shares who have delivered to the Transfer Agent a request for redemption or
repurchase of their Shares. In connection with the redemption or repurchase
of Shares of the Fund, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In connection
with the redemption or repurchase of Shares of the Fund, the Custodian
shall honor checks drawn on the Custodian by a holder of Shares, which
checks have been furnished by the Fund to the holder of Shares, when
presented to the Custodian in accordance with such procedures and controls
as are mutually agreed upon from time to time between the Fund and the
Custodian.
K. Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a custodian, as its agent to carry out such of the
provisions of this Article II as the Custodian
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<PAGE>
may from time to time direct; provided, however, that the appointment of
any agent shall not relieve the Custodian of any of its responsibilities or
liabilities hereunder.
L. Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred to herein as
"Securities Systems" in accordance with applicable Federal Reserve Board
and Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:
1) The Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian, or otherwise for
customers.
2) The records of the Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify
by book-entry those securities belonging to the Fund.
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<PAGE>
3) The Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System
that such securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the account of
the Fund upon (i) receipt of advice from the Securities System
that payment for such securities has been transferred to the
Account, and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of
the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the Custodian
and be provided to the Fund at its request. The Custodian shall
furnish the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or notice and
shall furnish to the Fund copies of daily transaction sheets
reflecting each day's transactions in the Securities System for
the account of the Fund on the next business day.
-16- 4903B
<PAGE>
4) The Custodian shall provide the Fund with any report obtained by
the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System.
5) The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article IX hereof.
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to
the Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or any
of its agents or of any of its or their employees or from any
failure of the Custodian or any such agent to enforce effectively
such rights as it may have against the Securities System; at the
election of the Fund, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claim against the
Securities System or any other person which the Custodian may
have as a consequence of any such loss or damage if and to the
extent that the Fund has not been made whole for any such loss or
damage.
-17- 4903B
<PAGE>
M. Segregated Account. The Custodian shall upon receipt of proper
instructions, which may be standing instructions, establish and maintain a
segregated account or accounts for and on behalf of the Fund, into which
account or accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to Section L
hereof, (i) in accordance with the provisions of any agreement among the
Fund, the Custodian and a broker-dealer registered under the Exchange Act
and a member of the NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to compliance with the rules of
The Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by
the Fund, (ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, (iii)
for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered investment companies and
(iv) for
-18- 4903B
<PAGE>
other proper corporate purposes, but only, in the case of clause (iv), upon
receipt of, in addition to proper instructions, a certified copy of a
resolution of the Trustees or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated account
and declaring such purposes to be proper corporate purposes.
N. Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of the Fund held by it and in connection with
transfers of securities.
0. Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Fund or a nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to
the Fund such proxies, all proxy soliciting materials and all notices
relating to such securities.
P. Communications Relating to Fund Portfolio Securities. The Custodian shall
transmit promptly to the Fund all written information (including, without
limitation, pendency of
-19- 4903B
<PAGE>
calls and maturities of securities and expirations of rights in connection
therewith and notices of exercise of call and put options written by the
Fund and the maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the securities being held for the
Fund. With respect to tender or exchange offers, the Custodian shall
transmit promptly to the Fund all written information received by the
Custodian from issuers of the securities whose tender or exchange is sought
and from the party (or his agents) making the tender or exchange offer. If
the Fund desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Fund shall notify the Custodian
at least three business days prior to the date on which the Custodian is to
take such action.
Q. Proper Instructions. "Proper instructions" as used throughout this Article
II means a writing signed or initialled by one or more person or persons as
the Trustees shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered proper instructions if the
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral in-
-20- 4903B
<PAGE>
structions to be confirmed in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the Trustees
of the Fund accompanied by a detailed description of procedures approved by
the Trustees, "proper instructions" may include communications effected
directly between electro-mechanical or electronic devices provided that the
Trustees and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.
R. Actions Permitted without Express Authority. The Custodian may in its
discretion, without express authority from the Fund:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under
this contract, provided that all such payments shall be accounted
for to the Fund;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of the Fund
-21- 4903B
<PAGE>
except as otherwise directed by the Trustees of the Fund.
S. Evidence of Authority. The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other instrument or
paper believed by it to be genuine and to have been properly executed by or
on behalf of the Fund. The Custodian may receive and accept a certified
copy of a vote of the Trustees of the Fund as conclusive evidence (a) of
the authority of any person to act in accordance with such vote or (b) of
any determination or of any action by the Trustees pursuant to the
Declaration of Trust as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Custodian of
written notice to the contrary.
III. Duties of Custodian with Respect to Books of Account
and Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Trustees of the Fund to keep the books of
account of the Fund and/or compute the net asset value per share of the
outstanding shares of the Fund or, if directed in writing to do so by the Fund,
shall itself keep such books of account and/or compute such net asset value per
share. The Custodian shall also upon request calculate the net income of the
Fund and, if instructed in writing by an officer of the Fund to do so, shall
advise the
-22- 4903B
<PAGE>
Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the income of
the Fund shall be made at the time or times described from time to time in the
Fund's currently effective prospectus.
IV. Records
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, as amended,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Fund. All such
records shall be the property of the Fund and shall at all times during the
regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents of
the Securities and Exchange Commission. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities owned by the Fund and
held by the Custodian and shall, when requested to do so by the Fund and for
such compensation as shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations.
-23- 4903B
<PAGE>
V. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent accountants with respect to its activities hereunder in connection
with the preparation of the Fund's Form N-l, and Form N-lR or other annual
reports to the Securities and Exchange Commission and with respect to any other
requirements of such Commission.
VI. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports, which
shall be of sufficient scope and in sufficient detail, as may reasonably be
required by the Fund, to provide reasonable assurance that any material
inadequacies would be disclosed, shall state in detail material inadequacies
disclosed by such examination, and, if there are no such inadequacies, shall so
state.
VII. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund and
the Custodian.
-24- 4903B
<PAGE>
VIII. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties. The Custodian shall
be held to the exercise of reasonable care in carrying out the provisions of
this Contract, but shall be kept indemnified by and shall be without liability
to the Fund for any action taken or omitted by it in good faith without
negligence. It shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Fund) on all matters, and shall be without liability
for any action reasonably taken or omitted pursuant to such advice.
Notwithstanding the foregoing, the responsibility of the Custodian with respect
to redemptions effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Fund.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the
-25- 4903B
<PAGE>
Custodian to take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
IX. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than thirty (30)
days after the date of such delivery or mailing; provided, however that the
Custodian shall not act under Section L of Article II hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Trustees of the Fund have approved the initial use of a particular
Securities System and the receipt of an annual certificate of the Secretary or
an Assistant Secretary that the Trustees have reviewed the use by the Fund of
such Securities System, as required in each case by Rule 17f-4 under the
Investment Company Act of 1940 as amended; provided further, however, that the
Fund shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the Declaration of
Trust or the Fund's By-Laws, and further provided, that the Fund may at any time
by action of its Trustees (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian, or (ii)
immediately
-26- 4903B
<PAGE>
terminate this Contract in the event of the appointment of a conservator or
receiver for the Custodian by the Federal Deposit Insurance Corporation or
Commissioner of Banks for the Commonwealth of Massachusetts or upon the
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
X. Successor Custodian
If a successor custodian shall be appointed by the Trustees of the Fund,
the Custodian shall, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities then held by it hereunder.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Trustees of the
Fund, deliver at the office of the Custodian such securities, funds and other
properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Trustees shall have been delivered to the
Custodian on or before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank or trust company,
-27- 4903B
<PAGE>
which is a "bank" as defined in the Investment Company Act of 1940, as amended,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian and all instruments held by the Custodian
relative thereto and all other property held by it under this Contract.
Thereafter, such bank or trust company shall be the successor of the Custodian
under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of vote referred to or of the
Trustees to appoint a successor custodian, the Custodian shall be entitled to
fair compensation for its services during such period as the Custodian retains
possession of such securities, funds and other properties and the provisions of
this Contract relating to the duties and obligations of the Custodian shall
remain in full force and effect.
XI. Special Provisions Concerning Repurchase Agreements.
Notwithstanding anything to the contrary in this Agreement, upon receipt of
proper instructions, which may be standing instructions, in connection with
repurchase agreements, the Custodian shall transmit, prior to receipt on behalf
of the Fund of any securities or other property, funds from the Fund's custodian
account to a special custodian approved by the
-28- 4903B
<PAGE>
Trustees of the Fund, which funds shall be used to pay for securities to be
purchased by the Fund subject to the Fund's obligation to sell and the seller's
obligation to repurchase such securities. In such a case, the securities shall
be held in the custody of the special custodian.
XII. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Declaration of Trust or the By-Laws of the Fund. No interpretive or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Contract.
XIII. Trustees
All references to actions of or by Trustees herein shall require action by
such Trustees acting as a board or formally constituted group and not
individually.
XIV. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
-29- 4903B
<PAGE>
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985
and all persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the ___ day of _____, 1985.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By
------------------------------------
President
SEAL STATE STREET BANK AND TRUST
COMPANY
By
------------------------------------
Its
-----------------------------------
-30- 4903B
Exhibit 8(b)
[LOGO] State Street
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
SCUDDER, STEVENS & CLARK FUNDS
(See Attachment "A")
Effective October 1, 1986
- --------------------------------------------------------------------------------
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street by the fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
Custody, Portfolio
Fund Net Assets and Fund Accounting
--------------- -------------------
First $20 Million 1/ 10 of 1%
Next $80 Million 1/ 25 of 1%
Excess 1/100 of 1%
Minimum Monthly Charges As stated in attachment "A"
and $2,000 for all new funds
II. Portfolio Trades - For each line item processed
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
All other trades $16.00
<PAGE>
[LOGO] State Street
III. Options
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. Interest Pate Futures
Transactions -- no security movement $8.00
V. Coupon Bonds
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $5.00
VI. Holdings Charge
For each issue maintained -- monthly charge $5.00
VII. Principal Reduction Payments
Per paydown $3.00
VIII. Dividend Charges (For items held at the Request
of Traders over record date in street form) $50.00
IX. Earnings Credit
A balance credit equal to 75% of the 90 day CD rate in effect the last
business day of each month will be applied to the Custodian Demand Deposit
Account balance of each fund, net of check redemption service overdrafts,
on a pro-rated basis against the fund's custodian fee, excluding
out-of-pocket expenses. The balance credit will be cumulative and carried
forward each month. Any excess credit remaining at year-end (December 31)
will not be carried forward.
<PAGE>
[LOGO] State Street
X. Automated Pricing
Monthly Base Fee $l75.00*
Monthly Quote Charge -
- Municipal Bonds via Muller Data $ 21.00
- Municipal Bonds via Kenny Information
Systems $ 16.00
- Government, Corporate and Convertible
Bonds via Merrill Lynch $ 11.00
- Corporate and Government Bonds via
Muller Data $ 11.00
- Options, Futures and Private Placements $ 6.00
- Foreign Equities and Bonds via Extel Ltd. $ 6.00
- Listed Fquities, OTC Equities, and Bonds $ 6.00
- Corporate, Municipal, Convertible and
Government Bonds, Adjustable Rate Preferred
Stocks via IDSI $ 6.00
For billing purposes, the monthly quote charge will be based on the
average number of positions in the portfolio.
XI. Special Services
Fees for activities of a non-recurring nature such as fund consolidations
or reorganizations, extraordinary security shipments and the preparation
of special reports will be subject to negotiation. Fees for tax
accounting/recordkeeping for options, financial futures, and other special
items will be negotiated separately.
* Does not apply to Variable Life Series
<PAGE>
[LOGO] State Street
XII. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
Telephone
Wire Charges ($4.70 per wire in and $4.55 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 -
$4.25
GNMA Transfer - $15 each
XIII. Payment
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's offices.
SCUDDER, STEVENS & CLARK FUNDS STATE STREET BANK & TRUST CO.
By /s/ David S. Lee By /s/ [Illegible]
--------------------------- ---------------------------
Title President Title Vice President
--------------------------- ---------------------------
Date October 7, 1986 Date October 7, l986
--------------------------- ---------------------------
l00786/0082q
<PAGE>
[LOGO] State Street
ATTACHMENT "A"
Fund No. Fund Name Monthly Minimum
- -------- --------- ---------------
7201 Scudder Income $1,000
7202 Scudder Growth & Income 1,000
7203 Scudder Capital Growth 1,000
7217 Scudder Government Mortgage Securities 2,000
7208 Scudder Cash Investment Trust 1,500
7209 Scudder Managed Muni Bond 1,500
7211 Scudder Government Money 1,500
7290 Scudder California Tax Free 1,500
7291 Scudder New York Tax Free 1,500
7241 Scudder Global 2,500
7232 Scudder Target General 1986 1,000
7233 Scudder Target Genera1 1987 1,000
7234 Scudder Target General 1990 1,000
7240 Scudder Target General 1994 1,000
7237 Scudder Target Government 1986 1,000
7238 Scudder Target Government 1987 1,000
7239 Scudder Target Government 1990 1,000
7260 Scudder Tax Free Target 1987 1,000
7261 Scudder Tax Free Target 1990 1,000
7262 Scudder Tax Free Target 1993 1,000
7251 Scudder Tax Free Target 1996 1,000
7264 Scudder U.S. Government Zero Coupon 1990 1,000
7265 Scudder U.S. Government Zero Coupon 1995 1,000
7266 Scudder U.S. Government Zero Coupon 2000 1,000
7267 Scudder U.S. Government Zero Coupon 2005 1,000
7268 Scudder U.S. Government Zero Coupon 2010 1,000
7213 Scudder Variable Life Money Market 1,000
7214 Scudder Variable Life Equity 1,000
7215 Scudder Variable Life Diversified 1,000
7216 Scudder Variable Life Bond 1,000
7210 Scudder Tax Free Money Fund 1,500
7253 Scudder Variable Life Zero Coupon 1990 1,000
7254 Scudder Variable Life Zero Coupon 1995 1,000
7255 Scudder Variable Life Zero Coupon 2000 1,000
7256 Scudder Variable Life Zero Coupon 2005 1,000
7257 Scudder Variable Life Zero Coupon 2010 1,000
<PAGE>
Exhibit (11)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Trustees of
Scudder Variable Life Investment Fund:
We consent to the inclusion in Part B, Statement of Additional
Information, in Post Effective Amendment No. 7 to the Registration Statement on
Form N-lA of Scudder Variable Life Investment Fund, of our report dated February
13, 1987, accompanying the financial statements of the Fund in the Annual Report
to Shareholders which are also included in Part B of the Registration Statement.
We also consent to the reference to our Firm under the caption
"Experts" in Part B of the Registration Statement.
/s/ Coopers & Lybrand
Coopers & Lybrand
Boston, Massachusetts
April 29, 1987
Exhibit 8(b)(1)
[LOGO] State Street
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
SCUDDER, STEVENS & CLARK FUNDS
(See Attachment "B")
Effective October 1, 1986
- --------------------------------------------------------------------------------
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street by the fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
Custody, Portfolio
Fund Net Assets and Fund Accounting
--------------- -------------------
First $20 Million 1/ 10 of 1%
Next $80 Million 1/ 25 of 1%
Excess 1/100 of 1%
Minimum Monthly Charges As stated in attachment "A"
and $2,000 for all new funds
II. Portfolio Trades - For each line item processed
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
All other trades $16.00
<PAGE>
[LOGO] State Street
III. Options
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. Interest Pate Futures
Transactions -- no security movement $8.00
V. Coupon Bonds
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $5.00
VI. Holdings Charge
For each issue maintained -- monthly charge $5.00
VII. Principal Reduction Payments
Per paydown $3.00
VIII. Dividend Charges (For items held at the Request
of Traders over record date in street form) $50.00
IX. Earnings Credit
A balance credit equal to 75% of the 90 day CD rate in effect the last
business day of each month will be applied to the Custodian Demand Deposit
Account balance of each fund, net of check redemption service overdrafts,
on a pro-rated basis against the fund's custodian fee, excluding
out-of-pocket expenses. The balance credit will be cumulative and carried
forward each month. Any excess credit remaining at year-end (December 31)
will not be carried forward.
<PAGE>
[LOGO] State Street
X. Automated Pricing
Monthly Base Fee $l75.00*
Monthly Quote Charge -
- Municipal Bonds via Muller Data $ 21.00
- Municipal Bonds via Kenny Information
Systems $ 16.00
- Government, Corporate and Convertible
Bonds via Merrill Lynch $ 11.00
- Corporate and Government Bonds via
Muller Data $ 11.00
- Options, Futures and Private Placements $ 6.00
- Foreign Equities and Bonds via Extel Ltd. $ 6.00
- Listed Fquities, OTC Equities, and Bonds $ 6.00
- Corporate, Municipal, Convertible and
Government Bonds, Adjustable Rate Preferred
Stocks via IDSI $ 6.00
For billing purposes, the monthly quote charge will be the average number
of positions in the portfolio.
XI. Special Services
Fees for activities of a non-recurring nature such as fund consolidations
or reorganizations, extraordinary security shipments and the preparation
of special reports will be subject to negotiation. Fees for tax
accounting/recordkeeping for options, financial futures, and other special
items will be negotiated separately.
* Does not apply to Variable Life Series
<PAGE>
[LOGO] State Street
XII. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
Telephone
Wire Charges ($4.70 per wire in and $4.55 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 -
$4.25
GNMA Transfer - $15 each
XIII. Payment
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's offices.
SCUDDER, SEVENS & CLARK FUNDS STATE STREET BANK & TRUST CO.
By /s/ [Illegible] By /s/ [Illegible]
--------------------------- ---------------------------
Title President Title Vice President
--------------------------- ---------------------------
Date October 7, 1986 Date October 7, l986
--------------------------- ---------------------------
l00786/0082q
<PAGE>
[LOGO] State Street
ATTACHMENT "A"
Fund No. Fund Name Monthly Minimum
- -------- --------- ---------------
7201 Scudder Income $1,000
7202 Scudder Growth & Income 1,000
7203 Scudder Capital Growth 1,000
7217 Scudder Government Mortgage Securities 2,000
7208 Scudder Cash Investment Trust 1,500
7209 Scudder Managed Muni Bond 1,500
7211 Scudder Government Money 1,500
7290 Scudder California Tax Free 1,500
7291 Scudder New York Tax Free 1,500
7241 Scudder Global 2,500
7232 Scudder Target General 1986 1,000
7233 Scudder Target Genera1 1987 1,000
7234 Scudder Target General 1990 1,000
7240 Scudder Target General 1994 1,000
7237 Scudder Target Government 1986 1,000
7238 Scudder Target Government 1987 1,000
7239 Scudder Target Government 1990 1,000
7260 Scudder Tax Free Target 1987 1,000
7261 Scudder Tax Free Target 1990 1,000
7262 Scudder Tax Free Target 1993 1,000
7251 Scudder Tax Free Target 1996 1,000
7264 Scudder U.S. Government Zero Coupon 1990 1,000
7265 Scudder U.S. Government Zero Coupon 1995 1,000
7266 Scudder U.S. Government Zero Coupon 2000 1,000
7267 Scudder U.S. Government Zero Coupon 2005 1,000
7268 Scudder U.S. Government Zero Coupon 2010 1,000
7213 Scudder Variable Life Money Market 1,000
7214 Scudder Variable Life Equity 1,000
7215 Scudder Variable Life Diversified 1,000
7216 Scudder Variable Life Bond 1,000
7210 Scudder Tax Free Money Fund 1,500
7253 Scudder Variable Life Zero Coupon 1990 1,000
7254 Scudder Variable Life Zero Coupon 1995 1,000
7255 Scudder Variable Life Zero Coupon 2000 1,000
7256 Scudder Variable Life Zero Coupon 2005 1,000
7257 Scudder Variable Life Zero Coupon 2010 1,000
<PAGE>
ATTACHMENT "B"
to Custodian Fee Schedule
Dated October 1, 1986
Fund No. Fund Name Monthly Minimum
- -------- --------- ---------------
7295 Scudder Equity Income $1,000
7292 Scudder High Yield Tax Free 1,500
7225 Scudder California Tax Free Money 1,500
7224 Scudder New York Tax Free Money 1,500
7206 Scudder Variable Life International 1,500
7223 Scudder Mass Tax Free 1,500
7226 Scudder Ohio Tax Free 1,500
7227 Scudder Penn Tax Free 1,500
SCUDDER, SEVENS & CLARK FUNDS STATE STREET BANK & TRUST CO.
By /s/ [Illegible] By /s/ [Illegible]
--------------------------- ---------------------------
Title President Title Vice President
--------------------------- ---------------------------
Date June 26, 1987 Date 4/8/88
--------------------------- ---------------------------
0094Z
Exhibit 8(c)
AMENDMENT TO CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and Scudder Variable Life Investment Fund (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated August 22, 1985 (as amended to date) (the "Custodian Contract") governing
the terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund including the securities and other
assets of each Series of the Fund Shares (the term "Fund" herein to include each
such Series); and
WHEREAS, the parties thereto desire to amend the Custodian Contract to
provide for the maintenance of the Fund's foreign securities, and cash
incidental to transactions in such securities, in the custody of certain foreign
banking institutions and foreign securities depositories acting as
sub-custodians in conformity with the requirements of Rule 17f-5 under the
Investment Company Act of 1940;
NOW THEREFORE, in consideration of the premises and convenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract and agree
to the following terms and conditions:
1. Appointment of Foreign Sub-Custodians
The Fund hereby authorizes and instructs the Custodian to employ as
sub-custodians for the Fund's securities and other assets the foreign banking
institutions and foreign securities depositories designated on Schedule A hereto
("foreign sub-custodians"). Upon receipt of "Proper Instructions", as defined in
Article II, Section Q of the Custodian Contract, together with a certified
resolution of the Fund's Trustees, the Custodian and the Fund may agree to amend
Schedule A hereto from time to time to designate additional
<PAGE>
foreign banking institutions and foreign securities depositories to act as
sub-custodians. Upon receipt of Proper Instructions, the Fund may instruct the
Custodian to cease the employment of any one or more of such sub-custodians for
maintaining custody of the Fund's assets.
2. Assets to be Held
The Custodian shall limit the securities and other assets maintained
in the custody of the foreign sub-custodians to: (a) "foreign securities" as
defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of
1940, and (b) cash and cash equivalents in such amounts as the Custodian or the
Fund may determine to be reasonably necessary to effect the Fund's foreign
securities transactions.
3. Foreign Securities Depositories
Except as may otherwise be agreed upon in writing by the Custodian
and the Fund, assets of the Fund shall be maintained in foreign securities
depositories only through arrangements implemented by the foreign banking
institutions serving as sub-custodians pursuant to the terms hereof.
4. Segregation of Securities
The Custodian shall identify on its books as belonging to the Fund,
the foreign securities of the Fund held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian employs a foreign banking institution
shall require that such institution establish a custody account for the
Custodian on behalf of the Fund and physically segregate in that account,
securities and other assets of the Fund, and, in the event that such institution
deposits the Fund's securities in a foreign securities depository, that it shall
identify on its books as belonging to the Custodian, as agent for the Fund, the
securities so deposited.
<PAGE>
5. Agreements with Foreign Banking Institutions
Each agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1 hereto and shall provide that:
(a) the Fund's assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the foreign banking institution
or its creditors, except a claim of payment for their safe custody or
administration; (b) beneficial ownership of the Fund's assets will be freely
transferable without the payment of money or value other than for custody or
administration; (c) adequate records will be maintained identifying the assets
as belonging to the Fund; (d) officers of, auditors employed by or other
representatives of the Custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be given
access to the books and records of the foreign banking institution relating to
its actions under its agreement with the Custodian; and (e) assets of the Fund
held by the foreign sub-custodian will be subject only to the instructions of
the Custodian or its agents.
6. Access of Independent Accountants of the Fund
Upon request of the Fund, the Custodian will use its best efforts to
arrange for the independent accountants of the Fund to be afforded access to the
books and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the performance of
such foreign banking institution under its agreement with the Custodian.
7. Reports by Custodian
The Custodian will supply to the Fund from time to time, as mutually
agreed upon, statements in respect of the securities and other assets of the
Fund held by foreign sub-custodians, including but not limited to an
identification of entities having possession of the Fund's securities and
<PAGE>
other assets and advices or notifications of any transfers of securities to or
from each custodial account maintained by a foreign banking institution for the
Custodian on behalf of the Fund indicating, as to securities acquired for the
Fund, the identity of the entity having physical possession of such securities.
8. Transactions in Foreign Custody Account
(a) Upon receipt of Proper Instructions, which may be continuing
instructions, when deemed appropriate by the parties, the Custodian shall make
or cause its foreign sub-custodian to transfer, exchange or deliver foreign
securities owned by the Fund, but except to the extent explicitly provided
herein, only in any of the cases specified in Article II, Section B hereof.
(b) Upon receipt of Proper Instruction, which may be continuing
instructions, when deemed appropriate by the parties, the Custodian shall pay
out or cause its foreign sub-custodians to pay out monies of the Fund, but
except to the extent explicitly provided herein, only in any of the cases
specified in Article II, Section H hereof.
(c) Notwithstanding any provision of the Custodian Contract to the
contrary, settlement and payment for securities received for the account of the
Fund and delivery of securities maintained for the account of the Fund may be
effected in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer therefor (or an agent for
such purchaser or dealer) against a receipt with the expectation of receiving
later payment for such securities from such purchaser or dealer.
(d) Securities maintained in the custody of a foreign sub-custodian
may be maintained in the name of such entity's nominee to the same extent as
<PAGE>
set forth record of in Article II, Section C of the Custodian Contract and the
Fund agrees to hold any such nominee harmless from any liability as a holder of
record of such securities.
9. Liability of Foreign Sub-Custodians
Each agreement pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall require the institution to
exercise reasonable care in the performance of its duties and to indemnify, and
hold harmless, the Custodian and the Fund from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the Fund, it
shall be entitled to be subrogated to the rights of the Custodian with respect
to any claims against a foreign banking institution as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent that the
Fund has not been made whole for any such loss, damage, cost, expense, liability
or claim.
10. Liability of Custodian
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
sub-custodians generally in the Custodian Contract and, regardless of whether
assets are maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as contemplated by paragraph 12
hereof, the Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody or any securities or cash of the
Fund in a foreign country including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, or acts of war or
terrorism.
<PAGE>
11. Monitoring Responsibilities
The Custodian shall furnish annually to the Fund, during the month
of June, information concerning the foreign sub-custodians employed by the
Custodian. Such information shall be similar in kind and scope to that furnished
to the Fund in connection with the initial approval of this amendment to the
Custodian Contract. In addition, the Custodian will promptly inform the Fund in
the event that the Custodian learns of a material adverse change in the
financial condition of a foreign sub-custodian or is notified by a foreign
banking institution employed as a foreign sub-custodian that there appears to be
a substantial likelihood that its shareholders' equity will decline below $200
million (U.S. dollars or the equivalent thereof) or that its shareholders'
equity has declined below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles).
12. Branches of U.S. Banks
Except as otherwise set forth in this amendment to the Custodian
Contract, the provisions hereof shall not apply where the custody of the Fund
assets maintained in a foreign branch of a banking institution which is a "bank"
as defined by Section 2(a)(5) of the Investment Company Act of 1940 which meets
the qualification set forth in Section 26(a) of said Act. The appointment of any
such branch as a sub-custodian shall be governed by paragraph 1 of the Custodian
Contract.
13. Applicability of Custodian Contract
Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract, as amended, shall continue to apply with
full force and effect to foreign custody arrangements implemented pursuant to
the terms of this amendment to the Custodian Contract.
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 17th day of February, 1987.
SCUDDER VARIABLE LIFE INVESTMENT FUND
ATTEST: BY: /s/ David B . Watts
------------------------------------
President
/s/ Marilyn J. Hayes
- ------------------------------------
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
ATTEST:
/s/ [Illegible] BY: /s/ [Illegible]
- ------------------------------------ ------------------------------------
Assistant Secretary Vice President
Exhibit 8(d)
AMENDMENT TO CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and Scudder Variable Life Investment Fund (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated August 22, 1985 (the "Custodian Contract") governing the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Fund; and
WHEREAS, the terms of the Custodian Contract were modified to provide for
the maintenance of the Fund's foreign securities, and cash incidental to
transactions in such securities, in the custody of certain foreign banking
institutions and foreign securities depositories, pursuant to an amendment to
the Custodian Contract made the 17th day of February 1987; and
WHEREAS, the parties hereto desire further to amend the Custodian Contract
to provide for the maintenance of certain of the Fund's foreign securities and
other assets in the custody of State Street London Limited (the "Trust
Company"), a company incorporated under the laws of the United Kingdom with the
power to act as a trustee and as a custodian of securities;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the terms of the Custodian
Contract and agree to the following terms and conditions:
<PAGE>
1. The Fund hereby authorizes and instructs the Custodian to employ the
services of the Trust Company, as the sub-custodian in the United Kingdom, to
hold securities and other assets of the Fund, subject to the terms of the
Custodian Contract, as heretofore amended, and to the terms and conditions
hereof.
2. The securities to be held by the Trust Company shall be limited to
"foreign securities" as defined by paragraph (c)(1) of Rule 17f-5 under the
Investment Company Act of 1940 (the "1940 Act").
3. Cash held for the Fund in the United Kingdom shall be maintained in an
interest bearing account established for the Fund with the Trust Company, which
account shall be subject to the direction of the Custodian, the Trust Company,
or both.
4. The Custodian represents that it has obtained an order from the
Securities and Exchange Commission, pursuant to Section 6(c) of the 1940 Act,
exempting the Custodian and the Fund from the provisions of Section 17(f) of
said Act, to the extent necessary to permit the securities and other assets of
the Fund to be maintained in the custody of the Trust Company.
5. In delegating custody duties and obligations to the Trust Company as
permitted hereunder, the Custodian agrees that it shall not be relieved of any
responsibility to the Fund for any loss due to such delegation to the Trust
Company, except such loss as may result from: (a) political risk (including, but
not limited to, exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or
-2-
<PAGE>
armed hostilities) or (b) other risk of loss (excluding bankruptcy or insolvency
of the Trust Company not caused by a political risk) for which neither the
Custodian nor the Trust Company would be liable (including, but not limited to,
losses due to Acts of God, nuclear incident and other losses under circumstances
where the Custodian and the Trust Company have exercised reasonable care).
6. Except as specifically superseded or modified herein, the terms and
conditions of the Custodian Contract, as heretofore amended, shall continue to
apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 17th day of February, 1987.
ATTEST SCUDDER VARIABLE LIFE INVESTMENT FUND
/s/ Marilyn J. Hayes By: /s/ David B. Watts
- --------------------------------- ---------------------------------------
(Title) President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ [Illegible] By: /s/ [Illegible]
- --------------------------------- ---------------------------------------
Assistant Secretary Vice President
-3-
Exhibit 8(e)
AMENDMENT
The Custodian Contract dated August 22, 1985 between Scudder Variable Life
Investment Fund (the "Fund") and State Street Bank and Trust Company (the
"Custodian") is hereby amended as follows:
I. Section II.A is amended to read as follows:
"Holding Securities. The Custodian shall hold and physically segregate in
a separate account for each series ("Portfolio") of the Fund all non-cash
property allocated to each portfolio, including all securities owned by the Fund
and allocated to each Portfolio except that (a) securities which are maintained
pursuant to Section II.L. in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S. Department of
Treasury, collectively referred to herein as "Securities System", shall be
identified as belonging to a specified Portfolio and (b) commercial paper of an
issuer for which State Street Bank and Trust Company acts as issuing and paying
agent ("Direct Paper") which is deposited and/or maintained in the Direct Paper
System of the Custodian pursuant to Section II.L.1., shall be identified as
belonging to a specified Portfolio".
II. Sections II.B is amended to read, in relevant part as follows:
"Delivery of Securities. The Custodian shall release and deliver
securities owned by the Fund held by the Custodian or in a Securities System
account of the Custodian or in the Custodian's Direct Paper book entry system
account ("Direct Paper System Account") only upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, and only in the following cases:
1) . . . .
.
.
.
13) . . . ."
III. Section II.B. 4) through 13) are renumbered 5) through 14) and the
following is added as subparagraph 4):
"4) In the case of a sale effected through the Direct Paper System, in
accordance with the provisions of Section L.1 hereof."
IV. Section II.H(1) is amended to read in relevant part as follows:
"Payment of Fund Monies. Upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of the Fund in the following cases only:
1) Upon the purchase of securities, options, futures contracts or
options on futures contracts for the account of the Fund but only
(a) against the delivery of such securities or evidence of title to
such
<PAGE>
options, futures contracts or options on futures contracts, to the
Custodian (or any bank, banking firm or trust company doing business
in the United States or abroad which is qualified under the
Investment Act of 1940, as amended, to as as a custodian and has
been designated by the Custodian as its agent for this purpose)
registered in the name of the Fund or in the name of a nominee of
the Custodian referred to in Section II.C hereof or in proper form
for transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in
Section II.L. hereof;
(c) in the case of a purchase involving the Direct Paper System, in
accordance with the conditions set forth in Section II.L.1.; or (d)
in the case of repurchase agreements entered into between the Fund
and the Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either in
certificate form or thorugh an entry crediting the Custodian's
account in which is holds securities as a fiduciary, custodian or
otherwise for customers at the Federal Reserve Bank with such
securities or (ii) in the case of purchase by the Fund of securities
owned by State Street Bank and Trust Company ("State Street") for
its own account, against (A) delivery of the receipt evidencing
purchase by the Fund, (B) earmarking certificates for such
securities to show ownership by the Fund or transfer of such
securities from State Street's proprietary account at the Federal
Reserve Bank to its account described in (i) above, unless the
securities are already held in the latter account, (C) the entry on
the records of State Street showing that such securities are held by
the Fund, and (D) delivery of written evidence of the agreement of
State Street to repurchase such securities from the Fund; provided
that, upon receipt of Proper Instructions, the Custodian shall
transfer to another bank or trust company qualified to act as a
custodian under the Investment Company Act of 1940, as amended,
securities held in a Securities System and purchased from State
Street subject to State Street's agreement to repurchase such
securities;"
V. Following Section II.L., there is inserted a new Section II.L.1 to read
as follows:
L.1 "Fund Assets Held in the Custodian's Direct Paper System. The Custodian may
deposit and/or maintain securities owned by the Fund for which the Custodian
acts as issuing and paying agent for the direct issue of commercial paper by and
for issuers through the Custodian's book-entry system, referred to herein as the
"Direct Paper System", subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of the Fund in the Direct
Paper System only if such securities are represented in an
account ("Account") of the Custodian in the Direct Paper
System which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise
for customers;
-2-
<PAGE>
3) The records of the Custodian with respect to securities of the
Fund which are maintained in the Direct Paper System shall
identify by Portfolio by book-entry those securities belonging
to the Fund;
4) The Custodian shall pay for securities purchased for the
account of the Fund upon the making of an entry on the records
of the Custodian to reflect such payment and transfer of
securities to the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon the
making of an entry on the records of the Custodian to reflect
such transfer and receipt of payment for the account of the
Fund;
5) The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund, in the form of a
written advice or notice, of Direct Paper on the next business
day following such transfer and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's
transactions in the Direct Paper System for the account of the
Fund; and
6) The Custodian shall provide the Fund with any report on its
system of internal accounting control regarding the Direct
Paper System as the Fund may reasonably request from time to
time."
VI. Section IX is hereby amended to read as follows:
Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement to the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however that the Custodian shall not act under Section II.L. hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Trustees of the Fund has approved the initial use of
a particular Securities System and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Trustees has reviewed the
use by the Fund of such Securities System, as required in each case by Rule
17f-4 under the Investment Company Act of 1940, as amended and that the
Custodian shall not act under Section II.L.1 hereof in the absence of receipt of
an initial certificate of the Secretary or an Assistant Secretary that the Board
of Trustees has approved the initial use of the Direct Paper System and the
receipt of an annual certificate of the Secretary or an Assistant Secretary that
the Board of Trustees has reviewed the use by the Fund of the Direct Paper
System; provided further, however, that the Fund shall not amend or terminate
this contract in contravention of any applicable federal or state regulations,
or any provision of the Declaration of Trust, and further provided, that the
Fund may at any time by action of its Board of Trustees (i) substitute another
bank or trust company for the Custodian by giving notice as described above to
the Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency, the Federal
-3-
<PAGE>
Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth
of Massachusetts or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements."
Except as otherwise expressly amended and modified herein, the provisions
of the Custodian Contract shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed in its name on its behalf by its duly authorized representatives
and its Seal to be hereto affixed as of the 13th day of August, 1987.
ATTEST SCUDDER VARIABLE LIFE INVESTMENT FUND
/s/ Marilyn J. Hayes By: /s/ David S. Lee
- --------------------------------- ---------------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ [Illegible] By: /s/ [Illegible]
- --------------------------------- ---------------------------------------
Assistant Secretary Vice President
-4-
Exhibit 8(f)
AMENDMENT TO THE
CUSTODIAN CONTRACT
AGREEMENT made this 12th day of August 1988 by and between STATE STREET
BANK AND TRUST COMPANY ("Custodian") and SCUDDER VARIABLE LIFE INVESTMENT FUND
(the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated Aug. 22, 1985 (as amended to date, the "Contract") which governs the terms
and conditions under which the Custodian maintains custody of the securities and
other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following:
Replace subsection 7) of Section II.B Delivery of Securities with the
following new subsection 7):
7) Upon the sale of such securities for the account of the Fund, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any
such case, the Custodian shall have no responsibility or liability
for any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Custodian's own negligence or willful misconduct;
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST SCUDDER VARIABLE LIFE INVESTMENT FUND
/s/ Marilyn J. Hayes /s/ David S. Lee
- --------------------------------- ---------------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ [Illegible] /s/ [Illegible]
- --------------------------------- ---------------------------------------
Assistant Secretary Vice President
FC0825C/2
Exhibit 8(g)
ADDENDUM
The Contract between Scudder Variable Life Investment Fund (the "Fund")
and State Street Bank and Trust Company (the "Custodian") dated March 15, 1985
(the "Contract") is hereby amended as follows:
1. Article I entitled "Employment of Custodian and Property to be held by It;
Application of Contract" shall be removed in its entirety, and in its place a
new Article I, which is listed below, shall be inserted into the Contract.
I. Employment of Custodian and Property to be Held by It; Application of
Contract
The Fund hereby employs the Custodian as the Custodian of its assets
pursuant to the provisions of the Declaration of Trust and the By-Laws of the
Fund. The Fund agrees to deliver to the Custodian all securities and cash owned
by it, and all payments of income, payments of principal or capital
distributions received by it with respect to all securities owned by the Fund
from time to time, and the cash consideration received by it for such new or
treasury shares of beneficial interest, without par value, ("Shares") of all
series whenever created (each a "Portfolio") of the Fund as may be issued or
sold from time to time. The Custodian shall not be responsible for any property
of the Fund held or received by the Fund and not delivered to the Custodian.
<PAGE>
The Custodian may from time to time employ one or more subcustodians, but
only in accordance with an applicable vote by the Trustees of the Fund.
The Fund may from time to time employ a special custodian in connection
with certain repurchase agreements entered into by the Fund, with the terms of
such employment to be governed by a special custodian agreement between the Fund
and the special custodian. However, the Fund agrees not to employ any such
special custodian until the Fund and the Custodian have entered into a master
repurchase agreement or other agreement which sets forth the terms governing the
relationship, including the method of transfer of securities and cash, between
the Custodian and such special custodian. The Custodian agrees that it will not
enter into any subcustodian contract which provides a standard of care less than
reasonable care.
State Street acknowledges that additional Portfolios may be established
and that Portfolios may be terminated, from time to time by action of the
Trustees of the Fund. If the context requires and unless otherwise specifically
provided herein, the term "Fund" as used in this Contract shall mean, in
addition, each subsequently created separate Portfolio.
2. Article VIII entitled "Responsibility of Custodian" shall be removed in its
entirety, and in its place a new Article VIII, which is listed below, shall be
inserted into the Contract.
-2-
<PAGE>
VIII. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties.
The Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Contract, but shall be kept indemnified by and shall be
without liability to the Fund for any action taken or omitted by it in good
faith without negligence. It shall be entitled to rely on and may act upon
advice of Fund counsel on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. Notwithstanding the
foregoing, the responsibility of the Custodian with respect to redemptions
effected by check shall be in accordance with a separate agreement entered into
between the Custodian and the Fund.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
-3-
<PAGE>
If the Fund requires the Custodian to advance cash or securities for any
purpose except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time held
for the account of the Fund shall be security therefor and should the Fund fail
to repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of the Fund assets to the extent necessary to
obtain reimbursement.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of this
9th day of August, 1991.
SCUDDER VARIABLE LIFE INVESTMENT FUND
By /s/ Pamela A. McGrath
-----------------------------------
Its V.P. & Treasurer
----------------------------------
STATE STREET BANK AND TRUST COMPANY
By /s/ Robert Kaplin
-----------------------------------
Its Vice President
----------------------------------
-4-
Exhibit 8 (h)
[LOGO] State Street
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
SCUDDER COMPLEX OF FUNDS
(As listed in Schedule A)
- --------------------------------------------------------------------------------
ADMINISTRATION
CUSTODY SERVICE
Maintain custody of fund assets. Settle portfolio purchases and sales. Report
buy and sell fails. Determine and collect portfolio income. Make cash
disbursements and report cash transactions in local and base currency. Withhold
foreign taxes. File foreign tax reclaims. Monitor corporate actions. Report
portfolio positions.
A. DOMESTIC ASSETS
First $10 Billion .60 Basis Points
Second $10 Billion .55 Basis Points
Third $10 Billion .50 Basis Points
Fourth $10 Billion .40 Basis Points
Over $40 Billion .30 Basis Points
A minimum charge of $6,000 annually will be applied to new funds which do
not reach $ 100mm within one year from inception. This minimum charge
would begin in the 13th month.
B. GLOBAL ASSETS
Country Grouping
Group A Group B Group C Group D Group E Group F Group G
- ------- ------- ------- ------- ------- ------- -------
Euroclear Austria Australia Denmark Portugal Indonesia Argentina
Japan Canada Belgium Finland Spain Malaysia Bangladesh
Germany Hong Kong France Philippines Brazil
Netherlands Ireland South Korea Chile
New Zealand Italy Sri Lanka China
Singapore Luxembourg Sweden Columbia
Switzerland Mexico Taiwan Cypress
Norway Greece
Thailand Hungary
U.K. India
Israel
Pakistan
Peru
Turkey
Uruguay
Venezuela
Holding Charges in Basis Points (Annual Fee)
Group A Group B Group C Group D Group E Group F Group G
- ---------------------------------------------------------------------------
3.5 5.0 6.0 8.0 20.0 25.0 40.0
- ---------------------------------------------------------------------------
<PAGE>
[LOGO] State Street
II. PORTFOLIO TRADES - FOR EACH LINE ITEM PROCESSED
State Street Bank Repos $7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
PTC Purchase, Sale Deposit or Withdrawal $16.00
Global Trades
Group A & B Group C Group D Group E & F Group G
------------------------------------------------------------------
$25 $40 $50 $70 $150
III. OPTIONS
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. SPECIAL SERVICES
Fees for activities of a non-recurring nature such as fund consolidations
or reorganizations, extraordinary security shipments and the preparation
of special reports will be subject to negotiation. Fees for tax
accounting/recordkeeping for options, financial futures, and other special
items will be negotiated separately.
V. EARNINGS CREDIT
A balance credit equal to 75% of the 90 day CD rate in effect the last
business day of each month will be applied to the Custodian Demand Deposit
Account balance of each fund, net of check redemption service overdrafts,
on a pro-rated basis against the fund's custodian fee, excluding
out-of-pocket expenses. The balance credit will be cumulative and carried
forward each month. Any excess credit remaining at year-end (December 31)
will not be carried forward.
<PAGE>
VI. OUT-OF-POCKET EXPENSES
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
<TABLE>
<S> <C>
Telephone Transfer Fees
Wire Charges ($5.00 per wire in and $5.25 out) Sub-custodian Charges
Postage and Insurance Price Waterhouse Audit Letter
Courier Service Federal Reserve Fee for Return Check
Duplicating items over $2,500-- $4.25 each
Legal Fees GNMA Transfer-- $15.00 each
Supplies Related to Fund Records Stamp Duties
Rush Transfer--$8.00 each Registration Fees
</TABLE>
Scudder Complex of Funds
(as listed in Schedule A) STATE STREET BANK & TRUST COMPANY
- ----------------------------------- --------------------------------------
By /s/ Pamela A. McGrath By: /s/ [Illegible]
-------------------------------- ----------------------------------
Title: Treasurer and Vice President Title: VICE PRESIDENT
---------------------------- -------------------------------
Date: August 1, 1994 Date: July 27, 1994
----------------------------- --------------------------------
<PAGE>
Scudder Complex of Funds
Schedule A
Fund Estimated Effective Date
---- ------------------------
Scudder California Tax Free 8/1/94
Scudder Cash Investment Trust 8/1/94
Scudder U.S. Treasury Money 8/1/94
Scudder Limited Term Tax Free 8/1/94
Scudder Mass Limited Term Tax Free 8/1/94
SFI Managed Cash 8/1/94
SFI Managed Federal Securities 8/1/94
SFI Managed Government Securities 8/1/94
SIFI Cash 8/1/94
SiFI Federal 8/1/94
SIFI Government 8/1/94
Scudder Variable Life Balanced 8/1/94
Scudder Variable Life Growth & Income 8/1/94
Scudder Variable Life Capital Growth 8/1/94
Scudder Variable Life International 8/1/94
Scudder Variable Life Bond 8/1/94
Scudder Variable Life Money Market 8/1/94
SFI Managed Tax Free 8/15/94
SIFI Tax Free 8/15/94
Scudder California Tax Free Money 9/15/94
Scudder Growth & Income 9/15/94
SFI Managed Intermediate Government 9/15/94
Scudder Tax Free Money Fund 9/15/94
Scudder New York Tax Free Money 9/15/94
Scudder Ohio Tax Free 10/1/94
Scudder Pennsylvania Tax Free 10/1/94
Scudder GNMA 10/1/94
Scudder Massachusetts Tax Free 10/1/94
Scudder New York Tax Free 10/1/94
Scudder Capital Growth 10/1/94
Scudder Value 10/1/94
Scudder Quality Growth 10/1/94
Scudder Medium Term Tax Free 10/1/94
Scudder Zero Coupon 2000 10/1/94
Scudder High Yield Tax Free 10/15/94
Scudder Managed Municipal Bond 10/15/94
Scudder Balanced 11/1/94
Scudder Income 11/1/94
Scudder Global Fund 1/1/95
Scudder Gold 1/1/95
Short Term Bond 1/1/95
AARP Balanced Stock & Bond 3/1/95
AARP Capital Growth 3/1/95
AARP GNMA 3/1/95
AARP Growth & Income 3/1/95
AARP High Quality Bond 3/1/95
AARP High Quality Money 3/1/95
AARP HQ Tax Free Money 3/1/95
AARP Ins TF General Bond 3/1/95
First Iberian 4/1/95
Exhibit 9(a)(1)
<PAGE>
Exhibit 9(a)(l)
TRANSFER, DIVIDEND DISBURSING AND
PLAN AGENCY AGREEMENT
THIS AGREEMENT made this _____ day of _____, 1985 by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND, a Massachusetts business trust having its
principal place of business at 175 Federal Street, Boston, Massachusetts 02110
(hereinafter called the "Fund") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company with a usual place of business at 225 Franklin,
Street, Boston, Massachusetts 02101 (hereinafter called "State Street").
WITNESSETH THAT:
State Street is hereby appointed Transfer Agent for the Shares of
beneficial interest of the Fund ("Shares") and Dividend Disbursing Agent for the
Fund, and shall act as Plan Agent for shareholders of the Fund under the
following terms and conditions:
DOCUMENTS
1. In connection with the appointment of State Street as Transfer Agent,
the Fund shall furnish State Street with the following documents:
A. A certified copy of the Declaration of Trust of the Fund;
B. A certified copy of the By-laws of the Fund;
C. A copy of the resolution of the trustees of the Fund authorizing
this Agreement;
<PAGE>
D. Specimens of all forms of outstanding and new Share certificates, if
any, in the forms approved by the trustees of the Fund with a
certificate of the Secretary of the Fund as to such approval1 it
being understood that the trustees do not presently intend to issue
any Share certificates;
E. All account application forms and other documents relating to
shareholder accounts;
F. A certified list of shareholders of the Fund with the name, address
and tax identification number of each shareholder, the number of
Shares held by each, certificate numbers and denominations (if any
have been issued), the plan account number of each shareholder
having a plane lists of any accounts against which stops have been
placed, together with the reasons for said stops, and the number of
shares redeemed by the Fund;
G. A copy of the Underwriting Agreement in effect between the Fund and
Scudder Fund Distributors, Inc., the distributor of its shares (the
"Distributor");
H. A copy of the Custodian Contract in effect between the Fund and the
custodian of the assets of the Fund; and
I. An opinion of counsel for the Fund with respect to the validity of
the Shares, the number of Shares authorized, the status of redeemed
Shares and the number of Shares with respect to which a registration
statement under the Securities Act of 1933, as amended, has been
filed and is in effect.
FURTHER DOCUMENTATION
2. The Fund will also furnish from time to time the following documents:
A. Each resolution of the trustees of the Fund authorizing the original
issue of its Shares;
B. Each registration statement under the Securities Act of 1933, as
amended, filed with the Securities and Exchange Commission and
amendments thereof;
C. A certified copy of each amendment to the Declaration of Trust of
the Fund and the By-laws of the Fund;
D. Certified copies of each resolution of the trustees authorizing
officers to give instructions to the Transfer Agent or Dividend
Disbursing Agent;
-2- 4904B
<PAGE>
E. Each written instrument establishing and designating a new series of
the Fund;
F. Specimens of all new forms of Share certificates accompanied by
trustees' resolutions approving such forms;
G. Such other certificates, documents or opinions which State Street
may, in its discretion, deem necessary or appropriate in the proper
performance of its duties;
H. Copies of all documents relating to special investment or withdrawal
plans which may be offered in the future by the Fund and for which
State Street is to act as plan agent.
AUTHORIZED SHARES; APPLICATION OF AGREEMENT TO SEPARATE SERIES
3. The Fund certifies to State Street that as of the close of business on
the date of this Agreement, it has an unlimited number of authorized Shares.
Shares of the Fund are of a single class; however, Shares may be divided into
additional series of the Fund ("Portfolios") that may be established, from time
to time by action of the trustees of the Fund. If the context requires and
unless otherwise specifically provided herein, the term "Fund" as used in this
Agreement shall mean in addition each separate Portfolio, subsequently created,
and the term "Shares" shall mean all shares of beneficial interest in the Fund,
whether of a single class or divided into separate series of the Fund.
STATE STREET TO REGISTER SHARES
4. State Street shall record issues of Shares of the Fund. Except as
provided in Section 5 of this Agreement or as specifically agreed in writing
from time to time between State
-3- 4904B
<PAGE>
Street and the Fund, State Street shall have no obligation, when countersigning
and issuing and/or crediting shares, to take cognizance of any laws relating to
issue and sale of Shares.
SHARE CERTIFICATES
5. In the event that the trustees shall have determined to issue Share
certificates, the Fund shall supply State Street with a sufficient supply of
blank Share certificates and from time to time shall renew such supply upon
request of State Street. Such blank Share certificates shall be properly signed,
manually or, if authorized by the Fund, by facsimile, and shall bear the seal or
facsimile thereof of the Fund; and notwithstanding the death, resignation or
removal of any officers of the Fund authorized to sign Share certificates, State
Street may continue to countersign certificates which bear the manual or
facsimile signature of such officer until otherwise directed by the Fund.
PURCHASE ORDERS FROM THE DISTRIBUTOR
6. Upon receipt of a check or other written order from the Distributor for
the purchase of Shares of the Fund, accompanied or preceded in the case of a new
account by a completed account application or a letter request, and in the case
of any other account accompanied by sufficient information to identify the
existing account, State Street shall, as of the time of
-4- 4904B
<PAGE>
determination of net asset value specified in the Fund's then currently
effective prospectus not later than the second business day after receipt of the
check or other written order, credit the Share account of the investor with the
number of Shares of the Fund so purchased and shall promptly mail to the
investor a notice of such credit. State Street, upon receipt on a Boston
business day of federal funds and sufficient information to identify the account
for which the investment is intended, or, in the case of a new account,
sufficient information from the Distributor to enable State Street to establish
a shareholder account, shall as of the time of determination of net asset value
next after receipt of such funds and information on that day credit the Share
account of the investor with the number of Shares of the Fund so purchased and
shall promptly mail to the investor a notice of such credit.
RECEIPT OF FUNDS
7. Upon receipt of any check or other instrument drawn or endorsed to it
as agent for, or identified as being for the account of, the Fund, State Street
shall stamp the check with the date of receipt, shall forthwith process the same
for collection and, not later than as of the opening of business on the second
business day following receipt of such check or instrument, shall credit to the
Fund federal funds in the face amount of the check or other instrument to the
Fund and shall deposit the amount due the Fund to the custodian account of the
-5- 4904B
<PAGE>
Fund. Upon receipt of funds through the Federal Reserve Wire System or
conversion into federal funds of funds transmitted by other bank wire transfer
systems, State Street shall notify the Fund and the Distributor of such
deposits, such notification to be given on a daily basis, of the total amount
deposited to said account during the day.
ISSUE OF SHARE CERTIFICATES
8. In the event that the trustees shall have determined to issue Share
certificates and if an investor requests a Share certificate, State Street, as
Transfer Agent, will countersign and mail, by insured first-class mail, a Share
certificate to the investor at his address as set forth on the transfer books of
the Fund, subject to any other instructions for delivery of certificates
representing newly purchased Shares and subject to the limitation that no
certificates representing newly-purchased Shares shall be mailed to the investor
unless and until State Street is satisfied that the method of payment insures
that the cash purchase price of such Shares has been collected and credited to
the account of the Fund maintained by the custodian or thirty days have elapsed.
RETURNED CHECKS
9. In the event that any check or other order for the payment of money is
returned unpaid for any reason, State Street will:
-6- 4904B
<PAGE>
A. Give prompt notification to the Distributor and the Fund of the
non-payment of said check;
B. In the absence of other instructions from the Fund or the
Distributor, take such steps as may be necessary to redeem promptly
any Shares purchased on the basis of such returned check and cause
the proceeds of such redemption plus any dividends declared with
respect to such Shares up to the amount paid for the Shares to be
credited to the account of State Street or its designee, with any
excess to be paid over to the Fund and to forward such returned
check to the person who originally submitted the check. In the event
that the amount paid for such Shares exceeds the proceeds of the
redemption of such Shares plus the amount of any dividends declared
with respect to such Shares, State Street may seek reimbursement of
such excess from the Distributor.
DIVIDENDS AND DISTRIBUTIONS
10. The Fund shall furnish State Street with appropriate evidence of
trustee action, as the case may be, (a) authorizing, in accordance with the
Declaration of Trust, the automatic declaration in cash or in Shares of the Fund
of dividends from net income for a specified period as described in the
currently effective prospectus of the Fund, or (b) declaring a dividend, and
shall in such case advise State Street of the record date, payment date,
"ex-dividend" date, amount and source of such dividend, and whether it is in
cash or Shares. In the event that the trustees authorize the automatic
declaration of a dividend, State Street shall establish procedures under which
it will have available from the custodian of the Fund information for each day
of the year or other appropriate period concerning the per Share net income of
the Fund and the sources of such net income, allocated as prescribed in
Paragraph 14-D of this Agreement, and, after
-7- 4904B
<PAGE>
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations, shall, as agent
for each shareholder, (a) as of the time and date specified in the resolution of
the trustees (i) invest the cash dividend declared during the preceding period
in full and fractional Shares and (ii) credit such Shares and the number of full
and fractional Shares declared as a dividend during the preceding period to the
account of each shareholder; and (b) not later than the time specified in the
Fund's currently effective prospectus mail to each shareholder at his address of
record or such other address as the shareholder may have designated a statement
as of the end of the preceding month showing the number of full and fractional
Shares (rounded to three decimal places) and the net asset value per Share of
Shares so credited, except that if a shareholder has elected to receive
dividends in cash, then State Street shall prepare a check in the appropriate
amount and mail it to such shareholder at his address of record or to such other
address as the shareholder may have designated not later than the time specified
in the Fund's currently effective prospectus. In the case of a dividend other
than an automatic dividend as referred to above, State Street shall comply with
the instructions of the Fund as to date of payment or reinvestment, mailing of
checks and similar matters. If the Fund at any time declares a dividend from a
source other than net income as described in the current prospectus, it shall
notify State
-8- 4904B
<PAGE>
Street of the date of distribution thereof and State Street shall process such
distribution in a manner similar to net income dividends. State Street shall, on
or before the mailing date for the payment of dividends, notify the Fund and the
custodian of the estimated amount of cash required to pay such dividend or
distribution, and the Fund shall instruct the custodian to make available from
time to time sufficient funds therefor in the Fund's dividend disbursing
account. State Street shall prepare, file with the Internal Revenue Service, and
when required, address and mail to shareholders such returns and information
relating to dividends and distributions paid by the Fund as are required to be
so prepared, filed and mailed by applicable laws, rules and regulations,
including Forms 1042, 1099 Div. and 2439, or such substitute or supplemental
form of notice as may from time to time be permitted or required by the Internal
Revenue Service. On behalf of the Fund, State Street shall pay on a timely basis
to the appropriate federal authorities any taxes required by applicable federal
tax laws to be withheld on dividends and distributions paid by the Fund.
REDEMPTIONS
11. State Street shall process each order for the redemption of Shares of
the Fund accepted by State Street on behalf of the Fund from or on behalf of an
investor and shall mail to the investor a confirmation showing the name of the
-9- 4904B
<PAGE>
Fund, trade date, number of full and fractional Shares redeemed (in the case of
a fractional Share, rounded to three decimal places), the price per Share and
the total redemption proceeds. In the event of a complete redemption, such
confirmation shall show, in addition, the amount of accumulated dividends, if
any, included in such total redemption proceeds not previously reported to the
investor in a monthly statement and the total distributions for the year to
date. State Street shall either (a) prepare, affix the appropriate facsimile
signature to, address and mail a check in the appropriate amount to the
appropriate person or; (b) in the event redemption proceeds are to be wired
through the Federal Reserve Wire System or by bank wire, cause such proceeds to
be wired in federal funds to the bank or trust company account designated by the
investor for receiving such proceeds. The requirements as to the instruments of
transfer and other documentation, the applicable redemption price and the time
of payment shall be as provided in the then curently effective prospectus of the
Fund, subject to such supplemental requirements consistent with such prospectus
as may be established by mutual agreement between the Fund and State Street. If
State Street or the Fund determines that a request for redemption does not
comply with the requirements for redemption, State Street shall promptly so
notify the investor, together with the reason therefor. State Street shall
notify the custodian and the Fund on each business day of the amount of cash
required to meet payments made pur-
-10- 4904B
<PAGE>
suant to the provisions of this paragraph and the Fund shall instruct the
custodian to make available from time to time sufficient funds therefor in the
liquidation account of the Fund.
Procedures and standards for effecting and accepting redemption orders
from investors by telephone or TWX shall be established by mutual agreement
between State Street and the Fund consistent with the then currently effective
prospectus of the Fund.
The authority of State Street to perform its responsibilities under this
Paragraph 11 shall be suspended upon receipt of notification by it of the
suspension of the determination of the Fund's net asset value.
UNCLAIMED DIVIDEND AND REDEMPTION PAYMENTS
12. State Street shall, within 90 days after the end of each calendar
year, furnish in writing to the Fund the names and addresses, as shown in the
shareholder accounts maintained pursuant to Paragraph 14, of all investors for
which, as of the end of the calendar year, checks, Share certificates or account
statements have been returned. State Street shall follow any written
instructions received from the Fund concerning the disposition of any such
unclaimed dividends or distributions.
-11- 4904B
<PAGE>
STATE STREET TO RECORD TRANSFERS
13. State Street, upon receipt of a proper request for transfer and
surrender to it of certificates, if any, in proper form for transfer, is
authorized to transfer on the records of the Fund maintained by it from time to
time Shares of the Fund, and upon cancellation of surrendered certificates, if
any, to credit a like amount of Shares to the transferee and to countersign,
issue and deliver new certificates if required, and if the trustees shall have
determined to issue Share certificates, except that State Street shall take such
reasonable measures as may be agreed upon from time to time between the Fund and
State Street to identify proposed transfers which, if effected, appear likely to
cause the Fund to fall within the definitions of a personal holding company as
defined in the Internal Revenue Code and shall not make such transfer without
the prior written approval of the Fund and its counsel.
BOOKS AND RECORDS
14. State Street shall maintain records showing for each investor's
account the following:
A. Names, addresses and tax identifying numbers, when provided;
B. Number of Shares of the Fund held;
C. Historical information regarding the account of each shareholder,
including dividends and distributions distributed in cash or
invested in Shares;
D. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term gains and
realized long-term gains;
-12- 4904B
<PAGE>
E. Any stop or restraining order placed against a shareholder's
account;
F. Information with respect to withholdings on domestic or foreign
accounts;
G. Any instructions from a shareholder including all forms furnished by
the Fund and executed by a shareholder with respect to (i) dividend
or distribution elections and (ii) elections with respect to payment
options in connection with the redemption of Shares;
H. Any dividend address and correspondence relating to the current
maintenance of a shareholder's account;
I. Certificate numbers and denominations for any shareholder holding
certificates;
J. Any information required in order for State Street to perform the
calculations contemplated under Paragraphs 6, 7 and 10 hereof.
Any such records required to be maintained by Rule 31a-l of the General
Rules and Regulations under the Investment Company Act of 1940 will be preserved
for the periods prescribed in Rule 31a-2 of said rules. Disposition of such
rec6rds after such prescribed periods shall be as mutually agreed upon from time
to time by the Fund and State Street. The retention of such records, which may
be inspected by the Fund at reasonable times, shall be at the expense of the
Fund.
RIGHTS OF OWNERSHIP
15. The Fund agrees that all computer programs and procedures developed to
perform services required under this Agreement are the property of State Street,
and State Street agrees that all records and other data except computer programs
and procedures are the exclusive property of the Fund and that
-13- 4904B
<PAGE>
all such records and other data will be furnished to the Fund in available
computer oriented data forms as soon as practicable upon termination of this
Agreement for any reason whatsoever.
OTHER INFORMATION TO THE FUND
16. State Street will furnish to the Fund such other information,
including shareholder lists, and statistical information, as may be agreed upon
from time to time between State Street and the Fund.
FORM N-lR
17. State Street shall maintain such records as shall enable the Fund to
fulfill the requirements of Form N-1R, including but not limited to the
requirements of Items 58 and 59 of Form N-lR.
COOPERATION WITH ACCOUNTANTS
18. State Street shall cooperate with the Fund's independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Agreement to ensure that the necessary information is
made available to such accountants for the expression of their unqualified
opinion, including but not limited to the opinion included in the Fund's annual
report on Form N-lR.
-14- 4904B
<PAGE>
CORRESPONDENCE
19. State Street will answer that correspondence from shareholders
relating to their Share accounts and such other correspondence as may from time
to time be mutually agreed upon and notify the Fund of any correspondence which
may require an answer from the Fund.
PROXIES
20. State Street shall mail proxy cards and other material supplied to it
by the Fund in connection with shareholder meetings of the Fund and shall
receive, examine and tabulate returned proxies and certify the vote of the Fund.
To the extent that shareholders of a subsequently created Portfolio would be
entitled to vote as a class, State Street shall receive, examine and tablulate
returned proxies and certify the vote of the Fund by Portfolio.
FEES AND CHARGES
21. State Street will receive such compensation from the Fund for its
service as the Fund's Transfer, Dividend Disbursing and Plan Agent and for its
other duties pursuant hereto as may be agreed upon from time to time, and shall
be reimbursed for the cost of any and all forms, including blank checks and
proxies, used by it in communicating with shareholders of the Fund, or
especially prepared for use in connection with its actions hereunder, as well as
the cost of
-15- 4904B
<PAGE>
postage, telephone and telegraph used in communicating with shareholders of the
Fund, except to the extent that certain such expenses are charged directly to
shareholders as set forth in the then currently effective prospectus of the
Fund, it being agreed that State Street, prior to ordering any forms in such
supply as it estimates will be adequate for more than two years use, shall
obtain the written consent of the Fund. All forms for which State Street has
received reimbursement from the Fund shall be and remain the property of the
Fund until used. State Street shall also receive from the Fund all reasonable
counsel fees incurred by it in connection with the performance of its duties
under this Agreement, unless such fees are incurred on a matter involving State
Street's willful misconduct or negligence.
COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
22. Except as otherwise provided in this Agreement and except for the
accuracy of information furnished to it by State Street, the Fund assumes full
responsibility for the preparation, contents and distribution of each prospectus
of the Fund for complying with all applicable requirements of the Securities Act
of 1933, as amended, the Investment Company Act of 1940, as amended, and any
laws, rules and regulations of governmental authorities having jurisdiction.
-16- 4904B
<PAGE>
INSTRUCTIONS
23. Whenever State Street is authorized to take action hereunder pursuant
to proper instructions from the Fund, State Street shall be entitled to rely
upon any certification, letter or other instrument or communication reasonably
believed by State Street to be genuine and to have been properly made or signed
or authorized by an officer or other authorized agent of the Fund and shall be
entitled to receive as conclusive proof of any fact or matter required to be
ascertained by it hereunder a certificate signed by any officer of the Fund, or
any person authorized by the trustees of the Fund.
CONFIDENTIALITY
24. State Street agrees to treat all records and other information
relative to the Fund and its prior, present or potential shareholders
confidentially and State Street on behalf of itself and its employees agrees to
keep confidential all such information, except, after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where State Street may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Fund.
-17-
4904B
<PAGE>
REFERENCES TO STATE STREET
25. The Fund shall not circulate any printed matter which contains any
reference to State Street without the prior written approval of State Street,
excepting solely such printed matter as merely identifies State Street as
Transfer Agent, Dividend Disbursing Agent and Plan Agent. The Fund will submit
printed matter requiring approval to State Street in draft form, allowing
sufficient time for review by State Street and its counsel prior to any deadline
for printing.
UNCONTROLLABLE EVENTS
26. State Street shall not be liable for damage, loss of data, delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies, labor
difficulties, fire, flood or catastrophe1 acts of God, insurrection, war, riots,
or failure of transportation1 communication or power supply. In the event of
electromechanical breakdowns beyond its control, State Street shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto. State Street
shall enter into and shall maintain in effect with appropriate parties one or
more agreements making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available and State
Street shall further use reasonable care to
-18- 4904B
<PAGE>
minimize the likelihood of such damage, loss of data, delays or errors, and
should such damage, loss of data, delays or errors occur, State Street shall use
its best efforts to mitigate the effects of such occurrence. Representatives of
the Fund shall be entitled to inspect the State Street premises and operating
capabilities within reasonable business hours upon reasonable notice to State
Street, and, upon request of such representative or representatives, State
Street shall from time to time as appropriate, furnish to the Fund a letter
setting forth the insurance coverage thereon, any changes in such coverage which
may occur, and any claim relating to the Fund, and shall deliver the same to the
Fund.
STANDARD OF CARE
27. State Street shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to ensure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said error is caused by its
negligence, bad faith or willful misconduct or that of its employees.
ADVICE OF COUNSEL AND INDEMNIFICATION
28. State Street as Transfer Agent and Dividend Disbursing Agent shall be
entitled to receive and act upon advice of counsel (who may be counsel for the
Fund) and shall be without
-19- 4904B
<PAGE>
liability for any action reasonably taken or thing reasonably done pursuant to
such advice, and shall be kept indemnified by the Fund and be without liability
for any action taken or thing done by it in carrying out the terms and
provisions of this Agreement in good faith and without negligence. In order that
the indemnification provisions contained in this Paragraph 28 shall apply,
however, it is understood that if in any case the Fund may be asked to indemnify
or save State Street harmless, the Fund shall be fully and promptly advised of
all pertinent facts concerning the situation in question, and it is further
understood that State Street will use all reasonable care to identify and notify
the Fund promptly concerning any situation which presents or appears likely to
present the probability of such a claim for indemnification against the Fund.
The Fund shall have the option to defend State Street against any claim which
may be the subject of this indemnification, and in the event that the Fund so
elects it will so notify State Street, and thereupon the Fund shall take over
complete defense of the claim, and State Street shall, in such situation,
initiate no further legal or other expenses for which it shall seek
indemnification under this Paragraph 28. State Street shall in no case confess
any claims or make any compromise in any case in which the Fund will be asked to
indemnify State Street except with the Fund's prior written consent.
-20- 4904B
<PAGE>
FURTHER ACTIONS
29. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
AMENDMENT AND TERMINATION
30. This Agreement shall run for a period .of one year from the date first
above written and may be modified or amended from time to time by mutual
agreement in writing between the parties hereto. The Agreement may be terminated
at any time after the expiration of such one year by sixty days written notice
given by one party to the other. Upon termination hereof the Fund shall pay to
State Street such compensation as may be due as of the date of such termination,
and shall likewise reimburse State Street for its costs, expenses and
disbursements as contemplated by this Agreement.
NOTICE
31. Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth above
or at such other address as such party may from time to time specify in writing
to the other party.
-21- 4904B
<PAGE>
INTERPRETIVE PROVISIONS
32. In connection with the operation of this Agreement, State Street and
the Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by all parties and annexed hereto, but no
such provision shall contravene any applicable Federal or State law or
regulation and no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.
MISCELLANEOUS
33. It is understood and expressly stipulated that neither the holders of
Shares in the Fund nor the trustees of the Fund shall be personally liable
hereunder. This Agreement shall be construed and enforced in accordance with and
governed by the laws of The Commonwealth of Massachusetts. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
-22- 4904B
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
ATTEST: SCUDDER VARIABLE LIFE INVESTMENT FUND
By
- ------------------------------- -------------------------------
President
ATTEST: STATE STREET BANK AND TRUST COMPANY
By
- ------------------------------- -------------------------------
-23- 4904B
STATE STREET BANK AND TRUST COMPANY
Fee Schedule and Summary Description of
Services as Transfer and Dividend Disbursing Agent
SCUDDER VARIABLE LIFE INVESTMENT FUND
I. Annual Maintenance Charge -
Fee is based on the maintenance of Transfer Agency records to reflect all
transaction activity for the shareholders of the fund. Maintain an
individual shareholder account record and provide daily confirmation of
each entry; Calculate and disburse dividends as declared by the fund;
Provide Form 1099 reporting at end of year. No certificates will be
issued.
The fee under this section is $250 per month per portfolio with a
single shareholder and $50 per month per portfolio for each
additional shareholder.
II. Out-of-Pocket Expenses
All out of pocket expenses will be charged to the fund monthly including
forms, postage, telephone, wires, etc.
III. Term of Contract
Rates will remain at the agreed upon level for a two year period except
that rates may be modified by mutual agreement at any time if the level of
service is changed materially from that described in Section I of this
agreement.
Fees for additional services not covered in this fee schedule will be
mutually agreed upon between the Fund and State Street Bank based upon the
additional cost incurred in performing those services.
SCUDDER VARIABLE LIFE INVESTMENT STATE STREET BANK AND TRUST
FUND COMPANY
By: By: /s/ [Illegible]
---------------------------- ----------------------------
Title: Title: VICE PRESIDENT
-------------------------- --------------------------
Date: Date: JUN 28 1985
-------------------------- --------------------------
Exhibit 9(a)(2)(i)
[LOGO] State Street
STATE STREET BANK AND TRUST COMPANY
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
SCUDDER GOVERNMENT MORTGAGE SECURITIES FUND
General - Fees are based on an annual per shareholder account charge for
account maintenance plus out-of-pocket expenses. There is a minimum
charge of $1,000 per month per fund. Annual maintenance charges for
various kinds of mutual funds are given below.
Annual Maintenance Charges - The annual maintenance charge includes the
processing of all transactions and correspondence. The fee is billable
on a monthly basis at the rate of 1/12 of the annual fee. A charge is
made for an account in the month that an account opens or closes.
Basic annual per account fee $15.00
Out-of-Pocket Expenses - Out-of-Pocket expenses include but are not
limited to: postage, forms, telephone, microfilm, microfiche, and
expenses incurred at the specific direction of the fund. Postage for
mass mailings is due seven days in advance of the mailing date.
Payment
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's offices.
SCUDDER GOVERNMENT MORTGAGE
SECURITIES FUND STATE STREET BANK AND TRUST CO.
By /s/David S. Lee By /s/
--------------------------- --------------------------
Title Vice President Title Vice President
--------------------------- --------------------------
Date December 5, 1985 Date November 26, 1985
--------------------------- --------------------------
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Trustees of Scudder Government
Mortgage Securities Fund:
We consent to the inclusion in Part B, Statement of Additional Information,
in Post-effective Amendment No. 2 to the Registration Statement on Form N-1A of
Scudder Government Mortgage Securities Fund of our report dated June 13, 1985,
accompanying the statement of assets and liabilities of the Fund, which is
included in Part B of the Registration Statement.
We also consent to the reference to our firm under the caption "Experts" in
Part B of the Registration Statement.
/s/Coopers & Lybrand
Boston, Massachusetts Coopers & Lybrand
December 23, 1985
EXHIBIT 9(a)(3)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
SCUDDER VARIABLE LIFE INVESTMENT FUND
and
SCUDDER SERVICE CORPORATION
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of January 1, 1992, by and between SCUDDER VARIABLE LIFE
INVESTMENT FUND, a Massachusetts business trust, having its principal office and
place of business at 175 Federal Street, Boston, Massachusetts 02110 (the
"Company") and SCUDDER SERVICE CORPORATION, a Massachusetts corporation, having
its principal office and place of business at 160 Federal Street, Boston,
Massachusetts 02110 (the "Agent").
WHEREAS, the Company desires to appoint the Agent as a transfer agent,
dividend disbursing agent and agent in connection with certain other activities
and the Agent desires to accept such appointment
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1. Terms of Appointment: Duties of the Agent.
1.01. Subject to the terms and conditions set forth in this Agreement, the
Company hereby employs and appoints the Agent to act as, and the Agent agrees to
act as, transfer agent for the Company's authorized and issued shares of
beneficial interest ("Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-account or similar plans provided to the
shareholders of the Company ("Shareholders") and set out in a currently
effective prospectus ("Prospectus") or currently effective statement of
additional information ("Statement of Additional Information") of the Company,
including without limitation any periodic investment plan or periodic withdrawal
program. If the Company offers two or more series of Shares as of the date
hereof, the term "Company" shall be deemed to apply to each series of Shares,
unless the context otherwise requires.
1.02. The Agent agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Company and the Agent, the Agent shall:
(i) Receive for acceptance orders for the purchase of Shares and
promptly deliver payment and appropriate documentation thereof
to the duly authorized custodian of the Company (the
"Custodian").
(ii) Pursuant to orders for the purchase of Shares, record the
purchase of the appropriate number of Shares in the
Shareholder's account and, if requested by the Shareholder,
and if the Trustees of the Company have authorized the
issuance of stock certificates, issue a certificate for the
appropriate number of Shares;
(iii) Pursuant to instructions provided by Shareholders, reinvest
income dividends and capital gain distributions;
(iv) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
(v) Provide an appropriate response to Shareholders with respect
to all correspondence and rejected trades;
(vi) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over
or cause to be paid over in the appropriate manner such monies
as instructed by the redeeming Shareholders;
<PAGE>
(vii) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(viii) Prepare and transmit payments for dividends and distributions
declared by the Company;
(ix) Report abandoned property to the various states as authorized
by the Company in accordance with policies and principles
agreed upon by the Company and Agent;
(x) Maintain records of account for the advise the Company and its
Shareholders as to the foregoing;
(xi) Record the issuance of Shares of the Company and maintain an
accurate control book with respect to Shares pursuant to SEC
Rule 17Ad-10(e) under the Securities Exchange Act of 1934. The
Agent shall also provide the Company on a regular basis with
the total number of Shares which are issued and outstanding
and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of
the Company;
(xii) Respond to all telephone inquiries from Shareholders or their
authorized representatives regarding the status of Shareholder
accounts;
(xiii) Respond to correspondence from Shareholders or their
authorized representatives regarding the status of Shareholder
accounts or information related to Shareholder accounts; and
(xiv) Perform all Shareholder account maintenance updates.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Agent shall: (i) perform the
customary services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or periodic
withdrawal program). The detailed definition, frequency, limitations and
associated costs (if any) set out in the attached fee schedule, include but are
not limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxy statements and proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses to current Shareholders,
and withholding all applicable taxes (including but limited to all withholding
taxes imposed under the U.S. Internal Revenue Code and Treasury regulations
promulgated thereunder, and applicable state and local laws to the extent
consistent with good industry practice), preparing and filing U.S. Treasury
Department Forms 1099, Form 941 when applicable and other appropriate forms
required with respect to dividends, distributions and taxes withheld on
Shareholder accounts by federal authorities for all registered Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information, (ii) provide
daily and monthly a written report and access to information which will enable
the Company to monitor the total number of Shares sold and the aggregate public
offering price thereof in each State by the Company, added by sales in each
State of the registered Shareholder or dealer branch office, as defined by the
Company, and (iii) if directed by the Company, (A) each confirmation of the
purchase which establishes a new account will be accompanied by a Prospectus and
any amendment or supplement thereto, and (B) a Prospectus, and any amendment or
supplement thereto, will be mailed to each Shareholder at the time a
confirmation of the first purchase by such Shareholder, subsequent to the
effective date of a Prospectus or any amendment or supplement thereto, is mailed
to such Shareholders.
(c) In addition, the Company shall (i) identify to the Agent in writing
those transactions and assets to be treated as exempt from blue sky reporting to
the Company for each state and (ii) approve those
3
<PAGE>
transactions to be included for each state on the blue sky program prior to
activation and thereafter monitor the daily activity for each state. The
responsibility of the Agent for the Company's blue sky State registration status
is solely limited to the initial establishment of transactions subject to blue
sky compliance by the Company and the reporting of such transactions as provided
above.
(d) The Agent shall utilize a system to identify all share transactions
which involve purchase and redemption orders that are processed at a time other
than the time of the computation of net asset value per share next computed
after receipt of such orders, and shall compute the net effect upon the company
of such transactions so identified on a daily and cumulative basis.
(e) The Agent shall supply to the Company from time to time, as mutually
agreed upon, reports summarizing the transactions identified pursuant to
paragraph (d) above, and the daily and cumulative net effects of such
transactions, and shall advise the Company at the end of each month of the net
cumulative effect at such time. The Agent shall promptly advise the Company if
at any time the cumulative net effect exceeds a dollar amount equivalent to 1/2
of 1 cent per outstanding Share.
(f) The Agent shall make appropriate arrangements with banking
institutions in connection with effecting timely redemptions of shares by the
Write-a-Check redemption feature described in the Company's Prospectus and
Statement of Additional Information, if applicable.
1.03. The Agent's offices, personnel and computer and other equipment
shall be adequate to perform the services contemplated by this Agreement for the
Company and for other investment companies advised by Scudder, Stevens & Clark,
Inc. and its affiliates. The Agent shall notify the Company in the event that it
proposes to provide such services for any investment companies or other entities
other than those managed by Scudder, Stevens & Clark, Inc. and its affiliates.
Article 2. Fees and Expenses
2.01. For the performance by the Agent pursuant to this Agreement, the
Company agrees to pay the Agent an annual maintenance fee for each Shareholder
account as set out in a fee schedule agreed to by both parties in writing. Such
fees and out-of-pocket expenses and advances identified under Section 2.02 below
may be changed from time to time subject to mutual written agreement between the
Company and the Agent, as approved by a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940) of the
Company.
2.02. In addition to the fee paid under Section 2.01 above, the Company
agrees to reimburse the Agent for out-of-pocket expenses or advances incurred by
the Agent for the items set out in the fee schedule agreed to by both parties in
writing. In addition, any other expenses incurred by the Agent at the request or
with the consent of the Company will be reimbursed by the Company.
2.03. The Company agrees to pay all fees and reimbursable expenses
promptly, the terms, method and procedures for which are detailed on the fee
schedule agreed to by both parties in writing. Postage for mailing of dividends,
proxy statements, Company reports and other mailings to all Shareholder accounts
shall be advanced to the Agent by the Company at least two (2) days prior to the
mailing date of such materials.
2.04, The Company may engage accounting firms or other consultants to
evaluate the fees paid by the Company and quality of services rendered by the
Servicing Company hereunder, and such firms or other consultants shall be
provided access by the Servicing Company to such information as may be
reasonably required in connection with such engagement. The Servicing Company
will give due consideration and regard to the recommendations to the Company in
connection with such engagement, but shall not be bound thereby.
4
<PAGE>
Article 3. Representations and Warranties of the Agent.
The Agent represents and warrants to the Company that:
3.01. It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.02. It has the legal power and authority to carry on its business in The
Commonwealth of Massachusetts.
3.03. it is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.
3.04. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement.
3.05. It is duly registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934, as amended.
3.06. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
Article 4. Representations and Warranties of the Company.
The Company represents and warrants to the Agent that:
4.01. It is a business trust duly organized and existing and in good
standing under the laws of Massachusetts.
4.02. It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
4.03. All proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.04. It is an investment company registered under the Investment Company
Act of 1940, as amended.
4.05. A registration statement under the Securities Act of 1933 is
currently effective (or will be effective prior to commencement by the Agent of
performance of services hereunder) and will remain effective, and appropriate
state securities law filings have been made and/or will continue to be made,
with respect to all Shares of the Company being offered for sale.
Article 5. Indemnification
5.01. To the extent that the Agent acts in good faith and without
negligence or willful misconduct. the Agent shall not be responsible for, and
the Company shall indemnify and hold the Agent harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) All actions of the Agent or its agents or subcontractors required to
be taken and correctly executed pursuant to this Agreement.
(b) The Company's lack of good faith, negligence or willful misconduct or
which arise out of the breach of any representation or warranty of the Company
hereunder.
5
<PAGE>
(c) The reasonable reliance on or use by the Agent or its agents or
subcontractors of information, records and documents or services which are
received or relied upon by the Agent or its agents or subcontractors and
furnished to it or performed by or on behalf of the Company.
(d) The reasonable reliance on, or the carrying out by the Agent or its
agents or subcontractors of, any written instructions or requests of the
Company.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations, or the securities laws or regulations of
any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state, unless such
violation is the result of the Agent's negligent or willful failure to comply
with the provisions of Section 1.02(b) of this Agreement.
5.02. The Agent shall indemnify and hold the Company harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to the Agent's refusal
or failure to comply with the terms of this Agreement (whether as a result of
the acts or omissions of the Agent or of its agents or subcontractors) or
arising out of the lack of good faith, negligence or willful misconduct of the
Agent, or its agents or subcontractors, or arising out of the breach of any
representation or warranty of the Agent hereunder.
5.03. At any time the Agent may apply to any officer of the Company for
instructions, and may consult with outside legal counsel with respect to any
matter arising in connection with the services to be performed by the Agent
under this Agreement, and the Agent and its agents or subcontractors shall not
be liable and shall be indemnified by the Company for any action reasonably
taken or omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Agent, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Company, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided to the Agent or its agents or subcontractors by
machine-readable input, telex, CRT data entry or other similar means authorized
by the Company, and shall not be held to have notice of any change of authority
of any person, until receipt by the Agent of written notice thereof from the
Company. The Agent, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers of the Company,
and the proper countersignature of any former transfer agent or registrar, or of
a co-transfer agent or co-registrar.
5.04. In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable to the other for
any damages resulting from such failure to perform or otherwise from such
causes.
5.05. Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement, but each shall
be liable for general damages resulting from breach of this Agreement. For the
purposes of this Agreement, the term "general damages" shall include but shall
not be limited to:
(a) All costs of correcting errors made by the Agent or its agents or
subcontractors in Company shareholder accounts, including the
expense of computer time, computer programming and personnel;
(b) Amounts which the Company is liable to pay to a person (or his
representative) who has purchased or redeemed, or caused to be
repurchased, Shares at a price which is higher, in the case of a
purchase, or lower, in the case of a redemption or repurchase, than
correct net asset value per Share, but only to the extent that the
price at which such Shares were purchased, redeemed or repurchased
was incorrect as a result of either (i) one or more errors caused by
the Agent or its agents or subcontractors in processing shareholder
6
<PAGE>
accounts of the Company or (ii) the posting by the Agent of the
purchase, redemption or repurchase of Shares subsequent to the time
such purchase, redemption or repurchase should have been posted
pursuant to laws and regulations applicable to open-end investment
companies, if the delay is caused by the Agent, its agents or
subcontractors;
(c) The value of dividends and distributions which were not credited on
Shares because of the failure of the Agent or its agents or
subcontractors to timely post the purchase of such Shares;
(d) The value of dividends and distributions which were incorrectly
credited on Shares because of the failure of the Agent or its agents
or subcontractors to timely post the redemption or repurchase of
such Shares;
(e) The value of dividends and distributions, some portion of which was
incorrectly credited, or was not credited, on Shares because of the
application by the Agent or its agents or subcontractor of an
incorrect dividend or distribution factor or otherwise;
(t) Penalties and interest which the Company is required to pay because
of the failure of the Agent or its agents or subcontractors to
comply with the information reporting and withholding (including
backup withholding) requirements of the Internal Revenue Code of
1986, as amended, and applicable Treasury regulations thereunder,
applicable to Company Shareholder accounts; and
(g) Interest in accordance with the laws of The Commonwealth of
Massachusetts on any damages from the date of the breach of this
Agreement.
5.06. In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim or loss for which either
party may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion or loss, and shall keep
the other party advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option to participate
at its expense with the party seeking indemnification in the defense of such
claim. The party seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
5.07. Losses incurred by the Company arising from the Agent effecting a
share transaction at a trade (pricing) date prior to the processing date shall
be governed by a separate agreement between the Agent and the Company.
The obligations of the parties hereto under this Article 5 shall survive
the termination of this Agreement.
Article 6. Covenants of the Company and the Agent.
6.01. The Company shall promptly furnish to the Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Company authorizing the appointment of the Agent and the execution and delivery
of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Company and all
amendments thereto.
7
<PAGE>
6.02. The Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Company for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account, of such certificates,
form and devices.
6.03. The Agent shall at all times maintain insurance coverage which is
reasonable and customary in light of its duties hereunder and its other
obligations and activities.
6.04. The Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
(the "Act") and the Rules thereunder, the Agent agrees that all such records
prepared or maintained by the Agent relating to the services to be performed by
the Agent hereunder and those records that the Company and the Agent agree from
time to time to be the records of the Company are the property of the Company
and will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Company on and in
accordance with its request. Records surrendered hereunder shall be in machine
readable form, except to the extent that the Agent has maintained such a record
only in paper form.
6.05. The Agent and the Company agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential and shall not be voluntarily disclosed to any other person,
except as may be required by law.
6.06. In case of any requests or demands for the inspection of the
Shareholders records of the Company, the Agent will endeavor to notify the
Company and to secure instructions from an authorized officer of the Company as
to such inspection. The Agent reserves the right, however, to exhibit the
Shareholders records to any person whenever it is reasonably advised by its
counsel that it may be held liable for the failure to exhibit the Shareholders
records to such person.
6.07. The Agent agrees to maintain or provide for redundant facilities or
a compatible configuration and to maintain or provide for backup of the
Company's master and input files and to store such files in a sense off-premises
location so that in the event of a power failure or other interruption of
whatever cause at the location of such files the Company's records are
maintained intact and transactions can be processed at another location.
6.08. The Agent acknowledges that the Company, as a registered investment
company under the Act, is subject to the provisions of the Act and the rules and
regulations thereunder, and that the offer and sale of the Company's Shares are
subject to the provisions of federal and state laws and regulations applicable
to the offer and sale of securities, The Company acknowledges that the Agent is
not responsible for the Company's compliance with such laws and regulations. If
the Company advises the Agent that a procedure of the Agent related to the
discharge of its obligations hereunder has or may have the effect of causing the
Company to violate any of such laws or regulations, the Agent shall use its best
efforts to develop a mutually agreeable alternative procedure which does not
have such effect.
Article 7. Termination of Agreement.
7.01. This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
7.02. Should the Company exercise its right to terminate, all reasonable
out-of-pocket expenses of the Agent associated with the movement of records and
materials required by this Agreement will be borne by the Company. Additionally,
the Agent reserves the right to charge for any other reasonable expenses
associated with such termination.
8
<PAGE>
Article 8. Additional Series.
8.01. In the event that the Company establishes one or more series of
Shares with respect to which it desires to have the Agent render services as
transfer agent under the terms hereof, it shall so notify the Agent in writing,
and unless the Agent objects in writing to providing such services, the term
"Company' hereunder, unless the context otherwise requires, shall be deemed to
include each such series of Shares. All recordkeeping and reporting shall be
done separately for each series. Unless the Company and the Agent agree to an
amended fee schedule, the fee schedule attached hereto shall apply to each
series separately.
Article 9. Assignment.
9.01. Except as provided in Section 9.03 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
9.02. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9.03. The Agent may, with notice to and consent on the part of the
Company, which consent shall not be unreasonably withheld, subcontract for the
performance of certain services under this Agreement to qualified service
providers, which shall be registered as transfer agents under Section 17A of the
Securities Exchange Act of 1934 if such registration is required; provided,
however, that the Agent shall be as fully responsible to the Company for the
acts and omissions of any subcontractor as it is for its own acts and omissions.
Article 10. Amendment.
10.01. This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors or Trustees of each party.
Article 11. Massachusetts Law to Apply.
11.01. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
Article 12. Form N-SAR.
12.01. The Agent shall maintain such records as shall enable the Company
to fulfill the requirements of Form N-SAR or any successor report which must be
filed with the Securities and Exchange Commission.
Article 13. Merger of Agreement.
13.01. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written.
Article 14. Counterparts.
14.01. This Agreement may be executed by the parties hereto in any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
Article 15. Limitation of Liability of the Trustees and the Shareholders.
It is understood and expressly stipulated that none of the Trustees,
officers, agents, or shareholders of the Company shall be personally liable
hereunder. The name of the Company is the designation of the Trustees for the
time being under the Company's Declaration of Trust, as the same is now stated
or may
9
<PAGE>
hereafter be amended, and all persons dealing with the trust must look solely to
the property of the trust for the enforcement of any claims against the trust as
neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the trust. No series of the
Company, if any, shall be liable for the obligations of any other series.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: SCUDDER VARIABLE LIFE INVESTMENT FUND
/s/ Thomas P. McDonough By: /s/ David S. Lee
- ------------------------- ----------------------------
Title:
ATTEST: SCUDDER SERVICE CORPORATION
/s/ Thomas P. McDonough By: /s/ [Illegible]
- ------------------------- ----------------------------
Title:
10
<PAGE>
SCUDDER SERVICE CORPORATION
FEE INFORMATION FOR SERVICES PROVIDED UNDER
TRANSFER AGENCY AND SERVICE AGREEMENT
Scudder Variable Life Investment Fund
Annual maintenance fee for each account $0.00
Other fees $0.00
Out of pocket expenses shall be reimbursed by the fund to Scudder Service
Corporation or paid directly by the fund. Such expenses include but are not
limited to the following:
Telephone (portion allocable to servicing accounts)
Postage, overnight service or similar services
Stationery and envelopes
Shareholder Statements - printing and postage
Checks - stock supply, printing and postage
Data circuits
Lease and maintenance of S.A.I.L. and Easy Access
Forms
Microfilm and microfiche
Expenses incurred at the specific direction of the fund
Payment
The above will be billed within the first five (5) business days of each month
and will be paid by wire within five (5) business days of receipt.
Scudder Service Corporation:
By /s/ David S. Lee By /s/ [Illegible]
------------------------ ----------------------------
Date April 6, 1992 Date April 6, 1992
---------------------- --------------------------
11
Exhibit 9(b)
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, with a principal
place of business in Boston, Massachusetts and (INSURANCE COMPANY), a __________
corporation (the "Company"), with a principal place of business in
_________________, __________________.
WHEREAS, the Fund has been organized to act as the investment vehicle for
the separate accounts established for variable life insurance policies and
variable annuity contracts to be offered by insurance companies which have
entered into participation agreements substantially identical to this Agreement
("Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of Participating Insurance Companies
to insure that the average annual expenses of the Fund will not exceed a fixed
percentage of the Fund's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as to certain
other matters,
<PAGE>
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "Fund's expenses" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average annual net assets" for each fiscal year
shall mean the sum of the net asset values determined throughout the year for
the purpose of determining net asset value per share, divided by the number of
such determinations during such year;
(c) The "Company's proportionate share of the excess expenses of a
Portfolio" for any fiscal year shall mean a Portfolio's total expenses for such
year minus 1/2 of 1% of the Portfolio's average annual net assets for such year
multiplied by a fraction the denominator of which is the average annual net
assets of the Portfolio and the numerator of which is the average annual net
asset value of the Shares of the Portfolio owned by the separate account or
accounts of the Company.
(d) The "average annual net asset value of the Shares of the
Portfolio" of the separate account or accounts of the Company shall mean the sum
of the aggregate net asset values of
-2-
<PAGE>
the Shares so owned determined during the fiscal year, as of each determination
of the net asset value per Share, divided by the number of such determinations
during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any Portfolio, now or hereafter created, of the Fund.
2. Expense Reimbursement.
The Company shall, within sixty days of the end of each fiscal year of the
Fund, reimburse the Fund for the Company's proportionate share of the excess
expenses of a Portfolio for such year.
3. Indemnification.
The Company agrees to indemnify and hold harmless the Fund and each of its
Trustees and officers and each person, if any, who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933 (the "Act") against any and
all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based upon any wrongful act by the Company or any of its
employees or representatives or any affiliate of or any person acting on behalf
of the Company, or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering
-3-
<PAGE>
Shares or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if such a statement or
omission was made in reliance upon information furnished to the Fund by the
Company, or (iii) may be based on any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering insurance products sold by the Company, or any amendments or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, unless such statement or omission was made in reliance
upon information furnished to the Company by or on behalf of the Fund; provided,
however, that in no case (i) is the Company's indemnity in favor of a Trustee or
officer of any other person deemed to protect such Trustee or officer or other
person against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations
and duties under this agreement or (ii) is the Company to be liable under its
indemnity agreement contained in this Paragraph 3 with respect to any claim made
against the Fund or any person indemnified unless the Fund or such person, as
the case may be, shall have notified the Company in writing pursuant to
Paragraph 6 within
-4-
<PAGE>
a reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it has to the
Fund or any person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this Paragraph 3. The Company shall be
entitled to participate, at its own expense, in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any such liability,
but, if it elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Fund, to its officers and Trustees,
or to any controlling person or persons, defendant or defendants in the suit. In
the event that the Company elects to assume the defense of any such suit and
retain such counsel, the Fund, such officers and Trustees or controlling person
or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them, but, in case the Company
does not elect to assume the defense of any such suit, the Company will
reimburse the Fund, such officers and Trustees or controlling person or persons,
defendant or defendants in such suit, for the reasonable fees and expenses of
any counsel retained by them. The Company agrees promptly to notify the Fund
pursuant to Paragraph 6 of the commencement
-5-
<PAGE>
of any litigation or proceedings against it in connection with the issue and
sale of any Shares.
The Fund agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such directors, officers or controlling person may become subject under
the Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based upon any wrongful
act by the Fund or any of its employees or representatives, or (ii) may be based
upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading unless such statement or omission was made
in reliance upon information furnished to the Fund by the Company or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering insurance products
sold by the Company, or any amendment or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement or statements therein not
-6-
<PAGE>
misleading, if such statement or omission was made in reliance upon information
furnished to the Company by or on behalf of the Fund; provided, however, that in
no case (i) is the Fund's indemnity in favor of a director or officer or any
other person deemed to protect such director or officer or other person against
any liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement or (ii) is the Fund to be liable under its indemnity agreement
contained in this Paragraph 3 with respect to any claims made against the
Company or any such director, officer or controlling person unless it or such
director, officer or controlling person, as the case may be, shall have notified
the Fund in writing pursuant to Paragraph 6 within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon it or upon such director, officer or
controlling person. (or after the Company or such director, officer or
controlling person shall have received notice of such service on any designated
agent), but failure to notify the Fund of any claim shall not relieve it from
any liability which it may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
Paragraph 3. The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of
-7-
<PAGE>
any suit brought to enforce any such liability, but if the Fund elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Company, its directors, officers or controlling person or
persons, defendant or defendants, in the suit. In the event the Fund elects to
assume the defense of any such suit and retain such counsel, the Company, its
directors, officers or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel retained by
them, but, in case the Fund does not elect to assume the defense of any such
suit, it will reimburse the Company or such directors, officers or controlling
person or persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Fund agrees promptly to notify
the Company pursuant to Paragraph 6 of the commencement of any litigation or
proceedings against it or any of its officers or Trustees in connection with the
issuance or sale of any Shares.
4. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
5. Duration and Termination.
This Agreement shall remain in force for the period ending two (2) years
from the date of its execution (an anniversary of such date being hereinafter
called an "Anniversary Date"), and
-8-
<PAGE>
from year to year thereafter provided that neither the Company nor the Fund
shall have given written notice to the other within thirty (30) days of an
Anniversary Date that it desires to renegotiate the amount of reimbursement due
hereunder ("Renegotiation Notice"). If a Renegotiation Notice is properly given
as aforesaid and the Fund and the Company shall fail, within sixty (60) days
after the Anniversary Date, either to enter into an amendment to this Agreement
or a written acknowledgment that the Agreement shall continue in effect, this
Agreement shall terminate as of the sixtieth day following such Anniversary
Date. If this Agreement is so terminated, the Fund may, at any time thereafter,
automatically redeem the Shares of any Portfolio held by the Company, its
separate account(s) or the separate account(s) of any affiliated insurance
companies. This Agreement may be terminated at any time, at the option of either
of the Company or the Fund, when neither the Company, its separate account(s)
nor the separate account(s) of any affiliated insurance company own any Shares
of the Fund.
6. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
-9-
<PAGE>
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: __________________________
If to the Company:
________________________________
________________________________
________________________________
________________________________
________________________________
Attn: __________________________
7. Miscellaneous.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985
and all persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
-10-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the ____ day of _________ , 1985.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By___________________________
President
SEAL [PARTICIPATING INSURANCE
COMPANY]
By___________________________
Its__________________________
-11-
Exhibit 9(b)2
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund'), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, with a principal
place of business in Boston, Massachusetts and (INSURANCE COMPANY), a __________
corporation (the "Company"), with a principal place of business in
_____________, _____________.
WHEREAS, the Fund has been organized to act as the investment vehicle for
the separate accounts established for variable life insurance policies and
variable annuity contracts to be offered by insurance companies which have
entered into participation agreements substantially identical to this Agreement
("Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a `Portfolio' and representing the interest in
a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of Participating Insurance Companies
to insure that the average annual expenses of the Fund will not exceed a fixed
percentage of the Fund's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as to certain
other matters,
<PAGE>
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "Fund's expenses" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average daily net assets" for each fiscal year
shall mean the sum of the net asset values determined throughout the year for
the purpose of determining net asset value per share, divided by the number of
such determinations during such year;
(c) The "Company's proportionate share of the excess expenses of a
Portfolio" for any fiscal year shall mean a Portfolio's total expenses for such
year minus 1/2 of 1% of the Portfolio's average daily net assets for such year
multiplied by a fraction the denominator of which is the average daily net
assets of the Portfolio and the numerator of which is the average daily net
asset value of the Shares of the Portfolio owned by the Company, the separate
account or accounts of the Company, and any insurance company which is an
affiliate thereof.
(d) The "average daily net asset value of the Shares
-2-
<PAGE>
of the Portfolio" owned by the Company, the separate account or accounts of the
Company and by an insurance company which is an affiliate thereof for any fiscal
year of the Fund shall mean the greater of (i) $1,000,000 or (ii) the sum of the
aggregate net asset values of the Shares so owned determined during the fiscal
year, as of each determination of the net asset value per Share, divided by the
number of such determinations during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any Portfolio, now or hereafter created, of the Fund.
2. Expense Reimbursement.
The Company shall, within sixty days after the end of each fiscal year of
the Fund, reimburse the Fund for the Company's proportionate share of the excess
expenses of a Portfolio for such year.
3. Shareholder Service Representative.
The Company shall reimburse the Fund a sum equal to that portion of the
salaries and overhead of the Funds shareholder representative personnel
allocable to the Company's proportionate interest in the Fund in a manner to be
agreed upon from time to time by the Fund and the Company. The overhead of such
personnel shall be determined in accordance with the asset allocation system of
Scudder, Stevens & Clark Ltd., the Fund's investment adviser.
-3-
<PAGE>
4. Indemnification.
The Company agrees to indemnify and hold harmless the Fund and each of its
Trustees and officers and each person, if any, 1~who controls the Fund within
the meaning of Section 15 of the securities Act of 1933 (the "Act") against any
and all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based upon any wrongful act by the Company, any of its
employees or representatives, any affiliate of or any person acting on behalf of
the Company or a principal underwriter of its insurance products, or (ii) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or omission was made
in reliance upon information furnished to the Fund by the Company, or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering insurance products
sold by the Company or any insurance company which is an affiliate thereof, or
any amendments or supplement thereto, or the omission or
-4-
<PAGE>
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement or statements therein not misleading, unless
such statement or omission was made in reliance upon information furnished to
the Company or such affiliate by or on behalf of the Fund; provided, however,
that in no case (i) is the Company's indemnity in favor of a Trustee or officer
or any other person deemed to protect such Trustee or officer or other person
against any liability to which any such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of his duties or by reason of his reckless disregard of obligations and duties
under this Agreement or (ii) is the Company to be liable under its indemnity
agreement contained in this Paragraph 4 with respect to any claim made against
the Fund or any person indemnified unless the Fund or such person, as the case
may be, shall have notified the Company in writing pursuant to Paragraph 7
within a reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it has to the
Fund or any person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this Paragraph 4 The Company shall be
entitled
-5-
<PAGE>
to participates at its own expense, in the defense, or, if it so elects, to
assume the defense of any suit brought to enforce any such liability, but, if it
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Fund, to its officers and Trustees, or to any
controlling person or persons, defendant or defendants in the suit. In the event
that the Company elects to assume the defense of any such suit and retain such
counsel, the Fund, such officers and Trustees or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, but, in case the Company does not elect to
assume the defense of any such. suit, the Company will reimburse the Fund, such
officers and Trustees or controlling person or persons. defendant or defendants
in such suit, for the reasonable sees and expenses of any counsel retained by
them. The Company agrees promptly to notify the Fund pursuant to Paragraph 7 of
the commencement of any litigation or proceedings against it in connection with
the issue and sale of any Shares.
The Fund agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such directors, officers or controlling person may become subject under
the Act, under any other statute, at com-
-6-
<PAGE>
mon law or otherwise, arising out of the acquisition of any shares by any person
which (i) may be based upon any wrongful act by the Fund, any of its employees
or representatives or a principal underwriter of the Fund, or (ii) may be based
upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading unless such statement or omission was made
in reliance upon information furnished to the Fund by the Company or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering insurance products
sold by the Company, or any amendment or supplement thereto or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished to the
Company by or on behalf of the Fund; provided, however, that in no case (i) is
the Fund's indemnity in favor of a director or officer or any other person
deemed to protect such director or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his
-7-
<PAGE>
reckless disregard of obligations and duties under this agreement or (ii) is the
Fund to be liable under its indemnity agreement contained in this Paragraph 4
with respect to any claims made against the Company or any such director,
officer or controlling person unless it or such director, officer or 0ontrolling
person, as the case may be, shall have notified the Fund in writing pursuant to
Paragraph 7 within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon it or upon such director, officer or controlling person (or after the
Company or such director, officer or controlling person shall have received
notice of such service on any designated agent), but failure to notify the Fund
of any claim shall not relieve it from any liability which it may have to the
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this Paragraph. The Fund will be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Company, its directors, officers or controlling
person or persons, defendant or defendants, in the suit. In the event the Fund
elects to assume the defense of any such suit and retain such counsel, the
Company, its directors, officers or controlling person or persons, defendant or
defendants in the
-8-
<PAGE>
suit, shall bear the fees and expenses of any additional counsel retained by
them, but, in case the Fund does not elect to assume the defense of any such
suit, it will reimburse the company or such directors, officers or controlling
person or persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Fund agrees promptly to notify
the Company pursuant to Paragraph 7 of the commencement of any litigation or
proceedings against it or any of its officers or Trustees in connection with the
issuance or sale of any Shares.
5. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
6. Duration and Termination.
This Agreement shall remain in force for the period ending June 30, 1987
(such date and any anniversary of such date being hereinafter called a
"Renegotiation Date"), and from year to year thereafter provided that neither
the Company nor the Fund shall have given written notice to the other within
thirty (30) days prior to a Renegotiation Date that it desires to renegotiate
the amount of reimbursement due hereunder ("Renegotiation Notice"). If a
Renegotiation Notice is properly given as aforesaid and the Fund and the Company
shall fail, within sixty (60) days after the Renegotiation Date, either to enter
into an amendment to this Agreement or a writ-
-9-
<PAGE>
ten acknowledgment that the Agreement shall continue in effect, this Agreement
shall terminate as of the tone hundred twentieth day after such Renegotiation
Date. If this Agreement is so terminated, the Fund may, at any time thereafter,
automatically redeem the Shares of any Portfolio held by the Company, its
separate account(s) or the separate account(s) of any affiliated insurance
companies. This Agreement may be terminated at any time, at the option of either
of the Company or the Fund, when neither the Company, its separate account(s)
nor the separate account(s) of any affiliated insurance company own any Shares
of the Fund. Notwithstanding anything to the contrary in this Agreement or its
termination as provided herein, the Company's obligation to reimburse the Fund
hereunder shall continue at the rate most recently in effect (i) following a
properly given Renegotiation Notice, in the absence of agreement otherwise,
until termination of this Agreement, and (ii) following termination of this
Agreement, until the later of the fifth anniversary of the date of this
Agreement or the date on which the Company, its separate account(s) or the
separate account(s) of any affiliated insurance company owns no Shares.
7. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
-10-
<PAGE>
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: ___________________________
If to the Company:
_________________________________
_________________________________
_________________________________
_________________________________
Attn: ___________________________
8. Compliance.
The Fund represents that it will use its best efforts to comply
substantially with applicable state insurance laws and, to the extent necessary
to avoid federal income taxation of holders of contracts and policies on
dividends and distributions by the Fund, with the requirements set forth in Rev.
Rul. 81-225.
9. Duty of Fund to Sell.
The Fund shall make its shares available for purchase at the applicable
net asset value per Share by Participating Insurance Companies and their
affiliates and separate accounts on those days on which the Fund is required to
calculate its net asset value pursuant to rules of the Securities and Exchange
Commission; provided, however, that the Trustees of the Fund may refuse to sell
Shares of any Portfolio to any per-
-11-
<PAGE>
son, 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 Trustees, necessary in the best interest of
the shareholders of any Portfolio or of the owners of contracts or policies
issued by any Participating Insurance Company.
10. Miscellaneous.
The parties hereto agree to execute one or more amendments to this
Agreement to the extent necessary to incorporate the conditions of any
applicable order of the Securities and Exchange Commission relating to "mixed
funding" and "shared funding" (the use of the Fund as an investment vehicle for
both flexible premium and fixed premium contracts and policies for the separate
accounts of unaffiliated insurance companies).
No Shares of any Portfolio of the Fund may be sold to the general public.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985
and all persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the
-12-
<PAGE>
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the ____ day of ________ , 1985.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By____________________________
President
SEAL [PARTICIPATING INSURANCE
COMPANY]
By_____________________________
Its____________________________
-13-
Exhibit 9(c)(3)
AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT to Participation Agreement (the "Agreement") made as of May 2,
1988, by and between SCUDDER VARIABLE LIFE INVESTMENT FUND (the "Fund"), a
Massachusetts business trust created under a Declaration of Trust dated March
15, 1985, with a principal place of business in Boston, Massachusetts, and
CHARTER NATIONAL LIFE INSURANCE COMPANY (the "Company"), a Missouri corporation
with a principal place of business in St. Louis, Missouri.
WHEREAS, the Fund and the Company wish to amend the Agreement in certain
respects;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. Subparagraph (c) of Paragraph 1 of the Agreement is hereby deleted and
the following is substituted therefor:
(c) The "Company's proportionate share of the excess expenses of a
Portfolio" for any fiscal year shall mean a Portfolio's total expenses for
such year minus, in the case of all Portfolios except the Managed
International Portfolio and Managed Natural Resources Portfolio, .75 of
1%, and in the case of Managed International Portfolio arid Managed
Natural Resources Portfolio, 1.5%, of the Portfolio's average daily net
assets for such year multiplied by a fraction the denominator of which is
the average daily net assets of the Portfolio and the numerator of which
is the average daily net asset value of the Shares of the Portfolio owned
by the Company, the separate account or accounts of the Company, and any
insurance company or the separate account or accounts of such insurance
company which is an affiliate thereof which is not a Participating
Insurance Company (each individually referred to herein as a
"Participating Shareholder").
2. The first two undesignated paragraphs of Paragraph 9 of the Agreement
are hereby deleted and the following are substituted therefor:
9. Compliance
The Fund will comply with the provisions of Section 4240(a) of the
New York Insurance Law.
<PAGE>
Each Portfolio of the Fund will comply with the provisions of
Section 817(h) of the Internal Revenue Code 1986, as amended (the "Code"),
relating to diversification requirements for variable annuity, endowment
and life insurance contracts. Specifically, each Portfolio will comply
with either (i) the requirement of Section 817(h)(1) of the Code that its
assets be adequately diversified, or (ii) the "Safe Harbor for
Diversification" specified in Section 817(h)(2) of the Code, or (iii) the
diversification requirement of Section 817(h)(1) of the Code by having all
or part of its assets invested in U.S. Treasury securities which qualify
for the "Special Rule for Investments in United States Obligations"
specified in Section 817(h)(3) of the Code.
3. As of the date hereof, this amendment supercedes all prior
amendments.
IN WINTESS WHEREOF, each of the Parties has caused this instrument to be
executed in its name and behalf by its duty authorized representative and its
seal to be hereunder affixed as of the 2nd day of May, 1988.
SCUDDER VARIABLE LIFE INVESTMENT FUND
By /s/ David B. Watts
---------------------------
President
CHARTER NATIONAL LIFE INSURANCE COMPANY
By /s/ Charles M. Butts, Jr.
----------------------------
Title:
Exhibit 9(c)4
[CHARTER NATIONAL LIFE INSURANCE COMPANY LETTERHEAD]
June 30, 1991
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
ATTN: David B. Watts
Gentlemen:
Reference is made to Section 2 Capital Contribution, of the Participation
Agreement between Scudder Variable Life Investment Fund (the "Fund") and Charter
National Life Insurance Company ("Charter"), as revised September 29, 1988 (the
"Agreement").
Both parties hereby agree that within sixty days after the end of the
fiscal year December 31, 1991, Charter will make the required capital
contribution to the Fund in respect of each Portfolio for such fiscal year;
thereafter, effective January 1, 1992, Charter shall discontinue payment of
capital contribution in respect of each Portfolio as defined in paragraph (c) of
Section 1 of the above referenced Agreement.
All other provisions of the Agreement remain unchanged.
The foregoing represents the understanding of this amendment.
Charter National Life Insurance Company
By: /s/ Charles M. Butts, Jr.
-------------------------------
Charles M. Butts, Jr.
Scudder Variable Life Investment Fund
By: /s/ David B. Watts
-------------------------------
EXHIBIT 9(c)(5)
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, as amended, with a
principal place of business in Boston, Massachusetts and The Union Central Life
Insurance Company, an Ohio corporation (the "Company"), with a principal place
of business in Cincinnati, Ohio on behalf of the Carillon Account (the
"Account"), a separate account of the Company.
WHEREAS, the Fund acts as the investment vehicle for the separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively referred to herein as "Variable Insurance Products") to be offered
by insurance companies which have entered into participation agreements
substantially identical to this Agreement ("Participating Insurance Companies")
and their affiliated insurance companies; and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares of beneficial interest ("Shares"), and additional series of
Shares may be established, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of Participating Insurance Companies
to make capital contributions if required so that the annual expenses of each
Portfolio of the Fund in which a
<PAGE>
Participating Insurance Company is a shareholder will not exceed a fixed
percentage of the Portfolio's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as to certain
other matters,
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "expenses of a Portfolio" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average daily net assets" for each fiscal year
shall mean the sum of the net asset values determined throughout the year for
the purpose of determining net asset value per Share, divided by the number of
such determinations during such year;
(C) The Company's "Required Contribution" on behalf of the Account
in respect of a Portfolio for any fiscal year shall mean an amount equal to the
expenses of that Portfolio for such
- 2 -
<PAGE>
year minus the below-indicated percentage of that Portfolio's average daily net
assets for the year:
Managed International Portfolio ............ 1.5%
Managed Natural Resources Portfolio ........ 1.5%
Each other Portfolio ....................... 0.75%
multiplied by a fraction the denominator of which is the average daily net
assets of that Portfolio and the numerator of which is the average daily net
asset value of the Shares of that Portfolio owned by the Account (referred to
herein as a "Participating Shareholder"). The Company's Required Contribution in
respect of a Portfolio shall be pro-rated based on the number of business days
on which this Agreement is in effect for periods of less than a fiscal year.
(d) The "average daily net asset value of the Shares of the
Portfolio" owned by the Account for any fiscal year of the Fund shall mean the
greater of (i) $500,000 or (ii) the sum of the aggregate net asset values of the
Shares so owned determined during the fiscal year, as of each determination of
the net asset value per Share, divided by the total number of determinations of
net asset value during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any portfolio, now or hereafter created, of the Fund.
- 3 -
<PAGE>
2. Capital Contribution.
The Company on behalf of the Account shall, within sixty days after the
end of each fiscal year of the Fund, make a capital contribution to the Fund in
respect of each Portfolio equal to the Required Contribution for that Portfolio
for such year; provided, however, that in the event that both clauses (i) and
(ii) of paragraph (d) of Section 1 of this Agreement or similar agreements are
applicable to different Participating Insurance Companies during the same fiscal
year, there shall be a proportionate reduction of the Required Contribution of
each Participating Insurance Company to which said clause (ii) is applicable so
that the total of all required capital contributions to the Fund on behalf of
any Portfolio is not greater than the excess of the expenses of that Portfolio
for that fiscal year less the percentage of that Portfolio's total expenses set
forth in paragraph (c) of Section 1 of this Agreement for such fiscal year.
3. Duty of Fund to Sell.
The Fund shall make its Shares available for purchase at the applicable
net asset value per Share by Participating Insurance Companies and their
affiliates and separate accounts on those days on which the Fund calculates its
net asset value pursuant to rules of the Securities and Exchange Commission;
provided, however, that the Trustees of the Fund may refuse to sell Shares
- 4 -
<PAGE>
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 Trustees, necessary in
the best interest of the shareholders of any Portfolio.
4. Requirement to Execute Participation Agreement; Requests.
Each Participating Insurance Company shall, prior to purchasing Shares in
the Fund, execute and deliver a participation agreement in a form substantially
identical to this Agreement.
The Fund shall make available, upon written request from the Participating
Insurance Company given in accordance with Paragraph 10, to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8 (i) a list of all other Participating
Insurance Companies, and (ii) a copy of the Agreement as executed by any other
Participating Insurance Company.
The Fund shall also make available upon request to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8, the net asset value of any Portfolio of
the Fund as of any date upon which the Fund calculates the net asset value of
its Portfolios for the purpose of purchase and redemption of Shares.
- 5 -
<PAGE>
5. Indemnification.
The Company agrees to indemnify and hold harmless the Fund and each of its
Trustees and officers and each person, if any, who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933 (the "Act") against any and
all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based upon any wrongful act by the Company, any of its
employees or representatives, any affiliate of or any person acting on behalf of
the Company or a principal underwriter of its insurance products, or (ii) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or omission was made
in reliance upon information furnished to the Fund by the Company, or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering insurance products
sold by the Company or any
- 6 -
<PAGE>
insurance company which is an affiliate thereof, or any amendments or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, unless such statement or omission was made in reliance
upon information furnished to the Company or such affiliate by or on behalf of
the Fund; provided, however, that in no case (i) is the Company's indemnity in
favor of a Trustee or officer or any other person deemed to protect such Trustee
or officer or other person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties or by reason of his reckless
disregard of obligations and duties under this Agreement or (ii) is the Company
to be liable under its indemnity agreement contained in this Paragraph 5 with
respect to any claim made against the Fund or any person indemnified unless the
Fund or such person, as the case may be, shall have notified the Company in
writing pursuant to Paragraph 10 within a reasonable time after the summons or
other first legal process giving information of the nature of the claims shall
have been served upon the Fund or upon such person (or after the Fund or such
person shall have received notice of such service on any designated agent), but
failure to notify the Company of any such claim shall not relieve the Company
from any
- 7 -
<PAGE>
liability which it has to the Fund or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
Paragraph 5. The Company shall be entitled to participate, at its own expense,
in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its officers and Trustees, or to any controlling person or persons, defendant
or defendants in the suit. In the event that the Company elects to assume the
defense of any such suit and retain such counsel, the Fund, such officers and
Trustees or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Company does not elect to assume the defense of any such suit,
the Company will reimburse the Fund, such officers and Trustees or controlling
person or persons, defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. The Company agrees promptly to
notify the Fund pursuant to Paragraph 10 of the commencement of any litigation
or proceedings against it in connection with the issue and sale of any Shares.
The Fund agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any,
- 8 -
<PAGE>
who controls the Company within the meaning of Section 15 of the Act against any
and all losses, claims, damages, liabilities or litigation (including legal and
other expenses) to which it or such directors, officers or controlling person
may become subject under the Act, under any other statute, at common law or
otherwise, arising out of the acquisition of any Shares by any person which (i)
may be based upon any wrongful act by the Fund, any of its employees or
representatives or a principal underwriter of the Fund, or (ii) may be based
upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading unless such statement or omission was made
in reliance upon information furnished to the Fund by the Company or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering insurance products
sold by the Company, or any amendment or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished to the
Company by
- 9 -
<PAGE>
or on behalf of the Fund; provided, however, that in no case is the Fund's
indemnity in favor of a director or officer or any other person deemed to
protect such director or officer or other person against any liability to which
any such person would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement or (ii) is the
Fund to be liable under its indemnity agreement contained in this Paragraph 5
with respect to any claims made against the company or any such director,
officer or controlling person unless it or such director, officer or controlling
person, as the case may be, shall have notified the Fund in writing pursuant to
Paragraph 10 within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon it or upon such director, officer or controlling person (or after the
Company or such director, officer or controlling person shall have received
notice of such service on any designated agent), but failure to notify the Fund
of any claim shall not relieve it from any liability which it may have to the
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this Paragraph. The Fund will be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any
- 10 -
<PAGE>
such liability, but if the Fund elects to assume the defense, such defense shall
be conducted by counsel chosen by it and satisfactory to the Company, its
directors, officers or controlling person or persons, defendant or defendants,
in the suit. In the event the Fund elects to assume the defense of any such suit
and retain such counsel, the Company, its directors, officers or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them, but, in case the Fund does
not elect to assume the defense of any such suit, it will reimburse the Company
or such directors, officers or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Fund agrees promptly to notify the Company pursuant to
Paragraph 10 of the commencement of any litigation or proceedings against it or
any of its officers or Trustees in connection with the issuance or sale of any
Shares.
6. Procedure for Resolving Irreconcilable Conflicts.
(a) The Trustees of the Fund will monitor the operations of the Fund for
the existence of any material irreconcilable conflict among the interests of all
the contractholders and policyowners of Variable Insurance Products (the
"Participants") of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise, among other things,
- 11 -
<PAGE>
from: (a) an action by any state insurance regulatory authority; (b) a change in
applicable insurance laws or regulations; (C) a tax ruling or provision of the
Internal Revenue Code or the regulations thereunder; (d) any other development
relating to the tax treatment of insurers, contractholders or policyowners or
beneficiaries of Variable Insurance Products; (e) the manner in which the
investments of any Portfolio are being managed; (f) a difference in voting
instructions given by variable annuity contractholders, on the one hand, and
variable life insurance policyowners, on the other hand, or by the
contractholders or policyowners of different participating insurance companies;
or (g) a decision by an insurer to override the voting instructions of
Participants.
(b) The Company will be responsible for reporting any potential or
existing conflicts to the Trustees of the Fund. The Company will be responsible
for assisting the Trustees in carrying out their responsibilities under this
Paragraph 6(b) and Paragraph 6(a), by providing the Trustees with all
information reasonably necessary for the Trustees to consider the issues raised,
The Fund will also request its investment adviser to report to the Trustees any
such conflict which comes to the attention of the adviser.
(c) If it is determined by a majority of the Trustees of the Fund, or a
majority of its disinterested Trustees, that a
- 12 -
<PAGE>
material irreconcilable conflict exists involving the Company, the Company
shall, at its expense, and to the extent reasonably practicable (as determined
by a majority of the disinterested Trustees), take whatever steps are necessary
to eliminate the irreconcilable material conflict, including withdrawing the
assets allocable to some or all of the separate accounts from the Fund or any
Portfolio and reinvesting such assets in a different investment medium,
including another Portfolio of the Fund, offering to the affected Participants
the option of making such a change or establishing a new funding medium
including a registered investment company.
For purposes of this Paragraph 6(c), the Trustees, or the disinterested
Trustees, shall determine whether or not any proposed action adequately remedies
any irreconcilable material conflict. In the event of a determination of the
existence of an irreconcilable material conflict, the Trustees shall cause the
Fund to take such action, such as the establishment of one or more additional
Portfolios, as they in their sole discretion determine to be in the interest of
all shareholders and Participants in view of all applicable factors, such as
cost, feasibility, tax, regulatory and other considerations. In no event will
the Fund be required by this Paragraph 6(c) to establish a new funding medium
for any variable contract or policy.
- 13 -
<PAGE>
The Company shall not be required by this Paragraph 6(c) to establish a
new funding medium for any variable contract or policy if an offer to do so has
been declined by a vote of a majority of the Participants materially adversely
affected by the material irreconcilable conflict. The Company will recommend to
its Participants that they decline an offer to establish a new funding medium
only if the Company believes it is in the best interest of the Participants.
(d) The Trustees' determination of the existence of an irreconcilable
material conflict and its implications promptly shall be communicated to all
Participating Insurance Companies by written notice thereof delivered or mailed,
first class postage prepaid.
7. Voting Privileges.
The Company shall be responsible for assuring that its separate account or
accounts participating in the Fund shall use a calculation method of voting
procedures substantially the same as the following: those Participants permitted
to give instructions and the number of Shares for which instructions may be
given will be determined as of the record date for the Fund shareholders'
meeting, which shall not be more than 60 days before the date of the meeting.
Whether or not voting instructions are actually given by a particular
Participant, all Fund shares held in any separate account or sub--account
thereof
- 14 -
<PAGE>
and attributable to policies will be voted for, against, or withheld from voting
on any proposition in the same proportion as (i) the aggregate record date cash
value held in such sub-account for policies giving instructions, respectively,
to vote for, against, or withhold votes on such proposition, bears to (ii) the
aggregate record date cash value held in the sub--account for all policies for
which voting instructions are received. Participants continued in effect under
lapse options will not be permitted to give voting instructions. Shares held in
any other insurance company general or separate account or sub-account thereof
will be voted in the proportion specified in the second preceding sentence for
shares attributable to policies.
8. Duration and Termination.
This Agreement shall remain in force for the period ending five years from
the date of its execution (such date and any anniversary of such date being
hereinafter called a "Renegotiation Date"), and from year to year thereafter
provided that neither the Company nor the Fund shall have given written notice
to the other within thirty (30) days prior to a Renegotiation Date that it
desires to renegotiate the amount of contribution to capital due hereunder
("Renegotiation Notice"). If a Renegotiation Notice is properly given as
aforesaid and the Fund and the Company shall fail, within sixty (60) days after
the Renegotiation Date, either to enter into an amendment to this
- 15 -
<PAGE>
Agreement or a written acknowledgment that the Agreement shall continue in
effect, this Agreement shall terminate as of the one hundred twentieth day after
such Renegotiation Date. If this Agreement is so terminated, the Fund may, at
any time thereafter automatically redeem the Shares of any Portfolio held by a
Participating Shareholder. This Agreement may be terminated at any time, at the
option of either of the Company or the Fund, when neither the Company, any
insurance company nor the separate account or accounts of such insurance company
which is an affiliate thereof which is not a Participating Insurance Company own
any Shares of the Fund or may be terminated by either party to the Agreement
upon a determination by a majority of the Trustees of the Fund, or a majority of
its disinterested Trustees, following certification thereof by a Participating
Insurance Company given in accordance with Paragraph 10 that an irreconcilable
conflict exists among the interests of (i) all contractholders and policyholders
of Variable Insurance Products of all separate accounts or (ii) the interests of
the Participating Insurance Companies investing in the Fund. Notwithstanding
anything to the contrary in this Agreement or its termination as provided
herein, the Company's obligation to make a capital contribution to the Fund in
accordance with this Agreement at the time in effect shall continue (i)
following a properly given Renegotiation Notice, in the absence of agreement
- 16 -
<PAGE>
otherwise, until termination of this Agreement, and (ii) (except termination due
to the existence of an irreconcilable conflict) following termination of this
Agreement, until the later of the fifth anniversary of the date of this
Agreement or the date on which the Company, its separate account(s) or the
separate account(s) of any affiliated insurance company owns no Shares.
9. Compliance.
The Fund will comply with the provisions of Section 4240(a) of the New
York Insurance Law.
Each Portfolio of the Fund will comply with the provisions of Section
817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), relating
to diversification requirements for variable annuity, endowment and life
insurance contracts. Specifically, each Portfolio will comply with either (i)
the requirement of Section 817(h) (1) of the Code that its assets be adequately
diversified, or (ii) the "Safe Harbor for Diversification" specified in Section
817(h) (2) of the Code, or (iii) the diversification requirement of Section
817(h) (1) of the Code by having all or part of its assets invested in U.S.
Treasury securities which qualify for the "Special Rule for Investments in
United States Obligations" specified in Section 817(h) (3) of the Code.
The provisions of Paragraphs 6 and 7 of this Agreement shall be
interpreted in a manner consistent with any Rule or order of
- 17 -
<PAGE>
the Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, applicable to the parties hereto.
No Shares of any Portfolio of the Fund may be sold to the general public.
10. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: David B. Watts
If to the Company:
The Union Central Life Insurance Company
P.O. Box 179
Cincinnati, OH 45201
Attn: John F. Labmeier
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
12. Miscellaneous.
- 18 -
<PAGE>
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended, and all persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund. No Portfolio shall
be liable for any obligations properly attributable to any other Portfolio.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
13. Entire Agreement.
This Agreement incorporates the entire understanding and agreement among
the parties hereto, and supercedes any and all prior understandings and
agreements between the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly
- 19 -
<PAGE>
authorized representative and its seal to be hereunder affixed hereto as of the
18 day of FEB, l992.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By: /s/ Kathryn L. Quirk
----------------------------
Vice President
SEAL THE UNION CENTRAL LIFE
INSURANCE COMPANY
By: /s/ [Illegible]
----------------------------
Its: Executive Vice President
---------------------------
- 20 -
EXHIBIT 9(c)(6)
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, as amended, with a
principal place of business in Boston, Massachusetts and AEtna Life Insurance
and Annuity Company, a Connecticut corporation (the "Company"), with a principal
place of business in Hartford, Connecticut on behalf of the Variable Annuity
Account C (the "Account"), a separate account of the Company.
WHEREAS, the Fund acts as the investment vehicle for the separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively referred to herein as "Variable Insurance Products") to be offered
by insurance companies which have entered into participation agreements
substantially identical to this Agreement ("Participating Insurance Companies")
and their affiliated insurance companies; and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares of beneficial interest ("Shares"), and additional series of
Shares may be established, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of participating Insurance Companies
to make capital contributions if required so that the annual expenses of each
Portfolio of the Fund in which a Participating Insurance Company is a
shareholder will not exceed
<PAGE>
a fixed percentage of the Portfolio's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as to certain
other matters,
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "expenses of a Portfolio" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average daily net assets" for each fiscal year
shall mean the sun of the net asset values determined throughout the year for
the purpose of determining net asset value per Share, divided by the number of
such determinations during such year;
(c) The Company's "Required Contribution" on behalf of the Account
in respect of a Portfolio for any fiscal year shall mean an amount equal to the
expenses of that Portfolio for such year minus the below-indicated percentage of
that Portfolio's average daily net assets for the year:
Managed International Portfolio .................... 1.5%
Each other Portfolio ............................... 0.75%
- 2 -
<PAGE>
multiplied by a fraction the denominator of which is the average daily net
assets of that Portfolio and the numerator of which is the average daily net
asset value of the Shares of that Portfolio owned by the Account (referred to
herein as a "Participating Shareholder"). The Company's Required Contribution in
respect of a Portfolio shall be pro-rated based on the number of business days
on which this Agreement is in effect for periods of less than a fiscal year.
(d) The "average daily net asset value of the Shares of the
Portfolio" owned by the Account for any fiscal year of the Fund shall mean the
greater of (i) $500,000 or (ii) the sum of the aggregate net asset values of the
Shares so owned determined during the fiscal year, as of each determination of
the net asset value per Share, divided by the total number of determinations of
net asset value during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any Portfolio, now or hereafter created, of the Fund.
2. Capital Contribution.
The Company on behalf of the Account shall, within sixty days after the
end of each fiscal year of the Fund, make a capital contribution to the Fund in
respect of each Portfolio equal to the Required Contribution for that Portfolio
for such year; provided, however, that in the event that both clauses (i) and
(ii) of paragraph (d) of Section 1 of this Agreement or similar agreements are
applicable to different Participating
- 3 -
<PAGE>
Insurance Companies during the same fiscal year, there shall be a proportionate
reduction of the Required Contribution of each Participating Insurance Company
to which said clause (ii) is applicable so that the total of all required
capital contributions to the Fund on behalf of any Portfolio is not greater than
the excess of the expenses of that Portfolio for that fiscal year less the
percentage of that Portfolio's total expenses set forth in paragraph (c) of
Section 1 of this Agreement for such fiscal year.
3. Duty of Fund to Sell.
The Fund shall make its Shares available for purchase at the applicable
net asset value per Share by Participating Insurance Companies and their
affiliates and separate accounts on those days on which the Fund calculates its
net asset value pursuant to rules of the Securities and Exchange Commission;
provided, however, that the Trustees of the Fund 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 Trustees, necessary in
the best interest of the shareholders of any Portfolio.
4. Requirement to Execute Participation Agreement; Requests.
Each Participating Insurance Company shall, prior to purchasing Shares in
the Fund, execute and deliver a
- 4 -
<PAGE>
participation agreement in a form substantially identical to this Agreement.
The Fund shall make available, upon written request from the Participating
Insurance Company given in accordance with Paragraph 10, to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8 (i) a list of all other Participating
Insurance Companies, and (ii) a copy of the Agreement as executed by any other
Participating Insurance Company.
The Fund shall also make available upon request to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8, the net asset value of any Portfolio of
the Fund as of any date upon which the Fund calculates the net asset value of
its Portfolios for the purpose of purchase and redemption of Shares.
5. Indemnification.
The Company agrees to indemnify and hold harmless the Fund and each of its
Trustees and officers and each person, if any, who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933 (the "Act") against any and
all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based
- 5 -
<PAGE>
upon any wrongful act by the Company, any of its employees or representatives,
any affiliate of or any person acting on behalf of the Company or a principal
underwriter of its insurance products, or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares or any amendment thereof or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such a statement or omission was made in reliance upon
information furnished to the Fund by the Company, or (iii) may be based on any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering insurance products sold by the
Company or any insurance company which is an affiliate thereof, or any
amendments or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statement or statements therein not misleading, unless such statement or
omission was made in reliance upon information furnished to the Company or such
affiliate by or on behalf of the Fund; provided, however, that in no case (i) is
the Company's indemnity in favor of a Trustee or officer or any other person
deemed to protect such Trustee or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
- 6 -
<PAGE>
his duties or by reason of his reckless disregard of obligations and duties
under this Agreement or (ii) is the Company to be liable under its indemnity
agreement contained in this Paragraph 5 with respect to any claim made against
the Fund or any person indemnified unless the Fund or such person, as the case
may be, shall have notified the Company in writing pursuant to Paragraph 10
within a reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it has to the
Fund or any person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this Paragraph 5, The Company shall be
entitled to participate, at its own expense, in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any such liability,
but, if it elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Fund, to its officers and Trustees,
or to any controlling person or persons, defendant or defendants in the suit. In
the event that the Company elects to assure the defense of any such suit and
retain such counsel, the Fund, such officers and Trustees or controlling person
or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them, but, in case the Company
- 7 -
<PAGE>
does not elect to assume the defense of any such suit, the Company will
reimburse the Fund, such officers and Trustees or controlling person or persons,
defendant or defendants in such suit, for the reasonable fees and expenses of
any counsel retained by them. The Company agrees promptly to notify the Fund
pursuant to Paragraph 10 of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any Shares.
The Fund agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such directors, officers or controlling person may become subject under
the Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based upon any wrongful
act by the Fund, any of its employees or representatives or a principal
underwriter of the Fund, or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in a registration
statement or prospectus covering Shares or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading unless such statement or omission was made in reliance upon
information furnished to the Fund by the Company
- 8 -
<PAGE>
or (iii) may be based on any untrue statement or alleged untrue of a material
fact contained in a registration or prospectus covering insurance products sold
by the or any amendment or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished to the
Company by or on behalf of the Fund; provided, however. that in no case (i) is
the Fund's indemnity in favor of a director or officer or any other person
deemed to protect such director or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of obligations and duties under this
Agreement or (ii) is the Fund to be liable under its indemnity agreement
contained in this Paragraph 5 with respect to any claims made against the
Company or any such director, officer or controlling person unless it or such
director, officer or controlling person, as the case may be, shall have notified
the Fund in writing pursuant to Paragraph 10 within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon it or upon such director, officer or
controlling person (or after the Company or such director, officer or
controlling person shall have received notice of such service on any designated
agent),
- 9 -
<PAGE>
but failure to notify the Fund of any claim shall not relieve it from any
liability which it may have to the person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
Paragraph. The Fund will be entitle to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Fund elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Company, its directors, officers or controlling person or persons, defendant or
defendants, in the suit, In the event the Fund elects to assume the defense of
any such suit and retain such counsel, the Company, its directors, officers or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Fund does not elect to assume the defense of any such suit, it will
reimburse the Company or such directors, officers or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Fund agrees promptly to notify the
Company pursuant to Paragraph 10 of the commencement of any litigation or
proceedings against it or any of its officers or Trustees in connection with the
issuance or sale of any Shares.
6. Procedure for Resolving Irreconcilable Conflicts.
(a) The Trustees of the Fund will monitor the operations of the Fund for
the existence of any material irreconcilable
- 10 -
<PAGE>
conflict among the interests of all the contractholders and policyowners of
Variable Insurance Products (the "Participants") of all separate accounts
investing in the Fund. An irreconcilable material conflict may arise, among
other things, from: (a) an action by any state insurance regulatory authority;
(b) a change in applicable insurance laws or regulations; (c) a tax ruling or
provision of the Internal Revenue Code or the regulations thereunder; (d) any
other development relating to the tax treatment of insurers, contractholders or
policyowners or beneficiaries of Variable Insurance Products; (e) the manner in
which the investments of any Portfolio are being managed; (f) a difference in
voting instructions given by variable annuity contractholders, on the one hand,
and variable life insurance policyowners, on the other hand, or by the
contractholders or policyowners of different participating insurance companies;
or (g) a decision by an insurer to override the voting instructions of
Participants.
(b) The Company will be responsible for reporting any potential or
existing conflicts to the Trustees of the Fund. The Company will be responsible
for assisting the Trustees in carrying out their responsibilities under this
Paragraph 6(b) and Paragraph 6(a), by providing the Trustees with all
information reasonably necessary for the Trustees to consider the issues raised.
The Fund will also request its investment adviser to report to the Trustees any
such conflict which comes to the attention of the adviser.
- 11 -
<PAGE>
(c) If it is determined by a majority of the Trustees of the Fund, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists involving the Company, the company shall, at its expense, and to the
extent reasonably practicable (as determined by a majority of the disinterested
Trustees), take whatever steps are necessary to eliminate the irreconcilable
material conflict, including withdrawing the assets allocable to some or all of
the separate accounts from the Fund or any Portfolio and reinvesting such assets
in a different investment medium, including another Portfolio of the Fund,
offering to the affected Participants the option of making such change or
establishing a new funding medium including a registered investment company.
For purposes of this Paragraph 6(c), the Trustees, or the disinterested
Trustees, shall determine whether or not any proposed action adequately remedies
any irreconcilable material conflict, In the event of a determination of the
existence of a irreconcilable material conflict, the Trustees shall cause the
Fund to take such action, such as the establishment of one or more additional
Portfolios, as they in their sole discretion determine to be in the interest of
all shareholders and Participants in view of all applicable factors, such as
cost, feasibility, tax, regulatory and other considerations. In no event will
the Fund be required by this Paragraph 6(c) to establish a new funding medium
for any variable contract or policy.
- 12 -
<PAGE>
The Company shall not be required by this Paragraph 6(c) to establish a
new funding medium for any variable contract or policy if an offer to do so has
been declined by a vote of a majority of the Participants materially adversely
affected by the material irreconcilable conflict, The Company will recommend to
its participants that they decline an offer to establish a new funding
medium-only if the Company believes it is in the best interest of the
Participants.
(d) The Trustees' determination of the existence of an irreconcilable
material conflict and its implications promptly shall be communicated to all
participating Insurance Companies by written notice thereof delivered or mailed,
first class postage prepaid.
7. Voting privileges.
The Company shall be responsible for assuring that its separate account or
accounts participating in the Fund shall use a calculation method of voting
procedures substantially the same as the following: those participants permitted
to give instructions and the number of Shares for which instructions may be
given will be determined as of the record date for the Fund shareholders'
meeting, which shall not be more than 60 days before the date of the meeting.
Whether or not voting instructions are actually given by a particular
participant, all Fund shares held in any separate account or sub-account thereof
and attributable to policies will be voted for, against, or withheld from voting
on any proposition in the same proportion as
- 13 -
<PAGE>
(i) the aggregate record date cash value held in such sub-account for policies
giving instructions1 respectively, to vote for, against, or withhold votes on
such proposition, bears to (ii) the aggregate record date cash value held in the
sub-account for all policies for which voting instructions are received.
Participants continued in effect under lapse options will not be permitted to
give voting instructions. Shares held in any other insurance company general or
separate account or sub-account thereof will be voted in the proportion
specified in the second preceding sentence for shares attributable to policies.
8. Duration and Termination.
This Agreement shall remain in force for the period ending five years from
the date of its execution (such date and any anniversary of such date being
hereinafter called a "Renegotiation Date"), and from year to year thereafter
provided that neither the Company nor the Fund shall have given written notice
to the other within thirty (30) days prior to a Renegotiation Date that it
desires to renegotiate the amount of contribution to capital due hereunder
("Renegotiation Notice"). If a Renegotiation Notice is properly given as
aforesaid and the Fund and the Company shall fail, within sixty (60) days after
the Renegotiation Date, either to enter into an amendment to this Agreement or a
written acknowledgment that the Agreement shall continue in effect, this
Agreement shall terminate as of the one hundred twentieth day after such
Renegotiation Date. If this Agreement is so terminated, the Fund may, at any
time thereafter,
- 14 -
<PAGE>
automatically redeem the Shares of any Portfolio held by a participating
Shareholder. This Agreement may be terminated at any time, at the option of
either of the Company or the Fund, when neither the Company, any insurance
company nor the separate account or accounts of such insurance company which is
an affiliate thereof which is not a Participating Insurance Company own any
Shares of the Fund or may be terminated by either party to the Agreement upon a
determination by a majority of the Trustees of the Fund, or a majority of its
disinterested Trustees, following certification thereof by a Participating
Insurance Company given in accordance with Paragraph 10 that an irreconcilable
conflict exists among the interests of (i) all contractholders and policyholders
of Variable Insurance Products of all separate accounts or (ii) the interests of
the Participating Insurance Companies investing in the Fund. Notwithstanding
anything to the contrary in this Agreement or its termination as provided
herein, the Company's obligation to make a capital contribution to the Fund in
accordance with this Agreement at the time in effect shall continue (i)
following a properly given Renegotiation Notice, in the absence of agreement
otherwise, until termination of this Agreement, and (ii) (except termination due
to the existence of an irreconcilable conflict), following termination of this
Agreement, until the later of the fifth anniversary of the date of this
Agreement or the date on which the Company, its separate account(s) or the
separate account(s) of any affiliated insurance company owns no Shares.
- 15 -
<PAGE>
9. Compliance.
The Fund will comply with the provisions of Section 4240(a) of the New
York Insurance Law.
Each Portfolio of the Fund will comply with the provisions of Section 817
(h) of the Internal Revenue code of 1986, as amended (the "Code"), relating to
diversification requirements for variable annuity, endowment and life insurance
contracts. Specifically, each Portfolio will comply with either (i) the
requirement of Section 817(h)(1) of the Code that its assets be adequately
diversified, or (ii) the "Safe Harbor for Diversification" specified in Section
817(h)(2) of the Code, or (iii) the diversification requirement of Section
817(h)(1) of the Code by having all or part of its assets invested in U.S.
Treasury securities which qualify for the "Special Rule for Investments in
United States Obligations" specified in Section 817(h)(3) of the Code.
The provisions of Paragraphs 6 and 7 of this Agreement shall be
interpreted in a manner consistent with any Rule or order of the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended,
applicable to the parties hereto.
No Shares of any Portfolio of the Fund may be sold to the general public.
10. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of
- 16 -
<PAGE>
such party set forth below or at such other address as such party may from time
to time specify in writing to the other party.
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: David B. Watts
If to the Company:
AEtna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Attn: George Gingold, Esq. and T. Joseph Thornton
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
12. Miscellaneous.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended, and all persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund. No Portfolio shall
be liable for any obligations properly attributable to any other Portfolio.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the
- 17 -
<PAGE>
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which taken together shall constitute one and the same instrument.
13. Entire Agreement.
This Agreement incorporates the entire understanding and agreement among
the parties hereto, and supercedes any and all prior understandings and
agreements between the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the 27th day of Apri1, 1992.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By: /s/ David S. Lee
--------------------------
Vice President
SEAL AETNA LIFE INSURANCE AND ANNUITY
COMPANY
By: /s/ [Illegible]
--------------------------
Its: Sr V.P.
-------------------------
- 18 -
EXHIBIT 9(c)(7)
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, as amended, with a
principal place of business in Boston, Massachusetts and Safeco Life Insurance
Companies, a Washington corporation (the "Company"), with a principal place of
business in Seattle, Washington on behalf of the Safeco SafeFlex Variable
Account, a separate account of the Company, and any other separate account of
the Company as designated by the Company from time to time, upon written notice
to the Fund in accordance with Section 10 herein (the "Account").
WHEREAS, the Fund acts as the investment vehicle for the separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively referred to herein as "Variable Insurance Products") to be offered
by insurance companies which have entered into participation agreements
substantially identical to this Agreement ("Participating Insurance Companies")
and their affiliated insurance companies; and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares of beneficial interest ("Shares") ,and additional series of
Shares may be established, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of Participating Insurance Companies
to make capital contributions if required so that the annual expenses of each
Portfolio of the Fund in which a
<PAGE>
Participating Insurance Company is a shareholder will not exceed fixed
percentage of the Portfolio's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as certain other
matters,
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "expenses of a Portfolio" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average daily net assets" for each fiscal year
shall mean the sum of the net asset values determined throughout the year for
the purpose of determining net asset value per Share, divided by the number of
such determinations during such year;
(c) The Company's "Required Contribution" on behalf of the Account
in respect of a Portfolio for any fiscal year shall mean an amount equal to the
expenses of that Portfolio for such year minus the below-indicated percentage of
that Portfolio's average daily net assets for the year:
Managed International Portfolio ...................... 1.5%
Each other Portfolio ................................. 0.75%
multiplied by a fraction the denominator of which is the average daily net
assets of that Portfolio and the numerator of which is
2
<PAGE>
the average daily net asset value of the Shares of that Portfolio owned by the
Account (referred to herein as a "Participating Shareholder"). The Company's
Required Contribution in respect of a Portfolio shall be pro-rated based on the
number of business days on which this Agreement is in effect for periods of less
than a fiscal year.
(d) The "average daily net asset value of the Shares of the
Portfolio" owned by the Account for any fiscal year of the Fund shall mean the
greater of (i) $500,000 or (ii) the sum of the aggregate net asset values of the
Shares so owned determined during the fiscal year, as of each determination of
the net asset value per Share, divided by the total number of determinations of
net asset value during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any Portfolio, now or hereafter created, of the Fund.
2. Capital Contribution.
The Company on behalf of the Account shall, within sixty days after the
end of each fiscal year of the Fund, make a capital contribution to the Fund in
respect of each Portfolio equal to the Required Contribution for that Portfolio
for such year; provided, however, that in the event that both clauses (i) and
(ii) of paragraph (d) of Section 1 of this Agreement or similar agreements are
applicable to different Participating Insurance Companies during the same fiscal
year, there shall be a proportionate reduction of the Required Contribution of
each Participating Insurance Company to which said clause (ii) is applicable so
that the total of all required capital contributions to the Fund on
3
<PAGE>
behalf of any Portfolio is not greater than the excess of the expenses of that
Portfolio for that fiscal year less the percentage of that Portfolio's total
expenses set forth in paragraph (c) of Section 1 of this Agreement for such
fiscal year.
3. Duty of Fund to Sell.
The Fund shall make its Shares available for purchase at the applicable
net asset value per Share by Participating Insurance Companies and their
affiliates and separate accounts on those days on which the Fund calculates its
net asset value pursuant to rules of the Securities and Exchange Commission;
provided, however, that the Trustees of the Fund 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 Trustees, necessary in
the best interest of the shareholders of any Portfolio.
4. Requirement to Execute Participation Agreement; Requests.
Each Participating Insurance Company shall, prior to purchasing Shares in
the Fund, execute and deliver a participation agreement in a form substantially
identical to this Agreement.
The Fund shall make available, upon written request from the Participating
Insurance Company given in accordance with Paragraph 10, to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8 (i) a list of all other Participating
Insurance Companies, and (ii) a copy of the Agreement as executed by any other
Participating Insurance Company.
4
<PAGE>
The Fund shall also make available upon request to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8, the net asset value of any Portfolio of
the Fund as of any date upon which the Fund calculates the net asset value of
its Portfolios for the purpose of purchase- and redemption of Shares.
5. Indemnification.
The Company agrees to indemnify and hold harmless the Fund and each of its
Trustees and officers and each person, if any, who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933 (the "Act") against any and
all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based upon any wrongful act by the Company, any of its
employees or representatives, any affiliate of or any person acting on behalf of
the Company or a principal underwriter of its insurance products, or (ii) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or omission was made
in reliance upon information furnished to the Fund by the Company, or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a
5
<PAGE>
registration statement or prospectus covering insurance products sold by the
Company or any insurance company which is an affiliate thereof, or any
amendments or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statement or statements therein not misleading, unless such statement or
omission was made in reliance upon information furnished to the Company or such
affiliate by or on behalf of the Fund; provided, however, that in no case (i) is
the Company's indemnity in favor of a Trustee or officer or any other person
deemed to protect such Trustee or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of obligations and duties under this
Agreement or (ii) is the Company to be liable under its indemnity agreement
contained in this Paragraph 5 with respect to any claim made against the Fund or
any person indemnified unless the Fund or such person, as the case may be, shall
have notified the Company in writing pursuant to Paragraph 10 within a
reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it has to the
Fund or any person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this Paragraph 5. The Company shall be
entitled to participate, at its own expense,
6
<PAGE>
in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its officers and Trustees, or to any controlling person or persons, defendant
or defendants in the suit. In the event that the Company elects to assume the
defense of any such suit and retain such counsel, the Fund, such officers and
Trustees or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Company does not elect to assume the defense of any such suit,
the Company will reimburse the Fund, such officers and Trustees or controlling
person or persons, defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. The Company agrees promptly to
notify the Fund pursuant to Paragraph 10 of the commencement of any litigation
or proceedings against it in connection with the issue and sale of any Shares.
The Fund agrees to indemnify and hold harmless the Company and each of
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such directors, officers or controlling person may become subject under
the Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based upon any wrongful
act by the Fund, any of its employees or representatives or a principal
underwriter of the
7
<PAGE>
Fund, or (ii) may be based upon any untrue statement or alleged untrue statement
of a material fact contained in a registration statement or prospectus covering
Shares or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading unless such statement or
omission was made in reliance upon information furnished to the Fund by the
Company or (iii) may be based on any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering insurance products sold by the Company, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of the Fund; provided,
however, that in no case (i) is the Fund's indemnity in favor of a director or
officer or any other person deemed to protect such director or officer or other
person against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations
and duties under this Agreement or (ii) is the Fund to be liable under its
indemnity agreement contained in this Paragraph 5 with respect to any claims
made against the company or any such director, officer or controlling person
unless it or such director, officer or controlling person, as the case may be,
shall have notified the Fund in writing pursuant to Paragraph 10 within a
reasonable time after the summons
8
<PAGE>
or other first legal process giving information of the nature of the claim shall
have been served upon it or upon such director, officer or controlling person
(or after the Company or such director, officer or controlling person shall have
received notice of such service on any designated agent), but failure to notify
the Fund of any claim shall not relieve it from any liability which it may have
to the person against whom such action is brought otherwise than on account of
its indemnity agreement contained in this Paragraph. The Fund will be entitled
to participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Company, its directors, officers or controlling
person or persons, defendant or defendants, in the suit. In the event the Fund
elects to assume the defense of any such suit and retain such counsel, the
Company, its directors, officers or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Fund does not elect to assume the
defense of any such suit, it will reimburse the Company or such directors,
officers or controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them. The Fund
agrees promptly to notify the Company pursuant to Paragraph 10 of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.
6. Procedure for Resolving Irreconcilable Conflicts.
9
<PAGE>
(a) The Trustees of the Fund will monitor the operations of the Fund for
the existence of any material irreconcilable conflict among the interests of all
the contractholders and policyowners of Variable Insurance Products (the
"Participants") of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise, among other things, from: (a) an
action by an state insurance regulatory authority; (b) a change in applicable
insurance laws or regulations; (c) a tax ruling or provision of the Internal
Revenue Code or the regulations thereunder; (d) any other development relating
to the tax treatment of insurers, contractholders or policyowners or
beneficiaries of Variable Insurance Products; (e) the manner in which the
investments of any Portfolio are being managed; (f) a difference in voting
instructions given by variable annuity contractholders, on the one hand, and
variable life insurance policyowners, on the other hand, or by the
contractholders or policyowners of different participating insurance companies;
or (g) a decision by an insurer to override the voting instructions of
Participants.
(b) The Company will be responsible for reporting any potential or
existing conflicts to the Trustees of the Fund. The Company will be responsible
for assisting the Trustees in carrying out their responsibilities under this
Paragraph 6(b) and Paragraph 6(a), by providing the Trustees with all
information reasonably necessary for the Trustees to consider the issues raised.
The Fund will also request its investment adviser to report to the Trustees any
such conflict which comes to the attention of the adviser.
(c) If it is determined by a majority of the Trustees of the Fund, or a
majority of its disinterested Trustees, that a material
10
<PAGE>
irreconcilable conflict exists involving the Company, the Company shall, at its
expense, and to the extent reasonably practicable (as determined by a majority
of the disinterested Trustees), take whatever steps are necessary to eliminate
the irreconcilable material conflict, including withdrawing the assets allocable
to some or all of the separate accounts from the Fund or any Portfolio and
reinvesting such assets in a different investment medium, including another
Portfolio of the Fund, offering to the affected Participants the option of
making such a change or establishing a new funding medium including a registered
investment company.
For purposes of this paragraph 6(c), the Trustees, or the disinterested
Trustees, shall determine whether or not any proposed action adequately remedies
any irreconcilable material conflict. In the event of a determination of the
existence of an irreconcilable material conflict, the Trustees shall cause the
Fund to take such action, such as the establishment of one or more additional
Portfolios, as they in their sole discretion determine to be in the interest of
all shareholders and participants in view of all applicable factors, such as
cost, feasibility, tax, regulatory and other considerations. In no event will
the Fund be required by this Paragraph 6(c) to establish a new funding medium
for any variable contract or policy.
The Company shall not be required by this Paragraph 6(c) to establish a
new funding medium for any variable contract or policy if an offer to do so has
been declined by a vote of a majority of the Participants materially adversely
affected by the material irreconcilable conflict, The Company will recommend to
its Participants that they decline an offer to establish a new funding
11
<PAGE>
medium only if the Company believes it is in the best interest of the
Participants.
(d) The Trustees' determination of the existence of an irreconcilable
material conflict and its implications promptly shall be communicated to all
Participating Insurance Companies by written notice thereof delivered or mailed,
first class postage prepaid.
7. Voting Privileges.
The Company shall be responsible for assuring that its separate account or
accounts participating in the Fund shall use a calculation method of voting
procedures substantially the same as the following: those Participants permitted
to give instructions and the number of Shares for which instructions may be
given will be determined as of the record date for the Fund shareholders'
meeting, which shall not be more than 60 days before the date of the meeting.
Whether or not voting instructions are actually given by a particular
Participant, all Fund shares held in any separate account or sub-account thereof
and attributable to policies will be voted for, against, or withheld from voting
on any proposition in the same proportion as (i) the aggregate record date cash
value held in such sub-account for policies giving instructions, respectively,
to vote for, against, or withhold votes on such proposition, bears to (ii) the
aggregate record date cash value held in the sub-account for all policies for
which voting instructions are received. Participants continued in effect under
lapse options will not be permitted to give voting instructions. Shares held in
any other insurance company general or separate account or sub-account thereof
will be voted in the proportion
12
<PAGE>
specified in the second preceding sentence for shares attributable to policies.
8. Duration and Termination.
This Agreement shall remain in force for the period ending five years from
the date of its execution (such date and any anniversary of such date being
hereinafter called a "Renegotiation Date"), and from year to year thereafter
provided that neither the Company nor the Fund shall have given written notice
to the other within thirty (30) days prior to a Renegotiation Date that it
desires to renegotiate the amount of contribution to capital due hereunder
("Renegotiation Notice"). If a Renegotiation Notice is properly given as
aforesaid and the Fund and the Company shall fail, within sixty (60) days after
the Renegotiation Date, either to enter into an amendment to this Agreement or a
written acknowledgment that the Agreement shall continue in effect, this
Agreement shall terminate as of the one hundred twentieth day after such
Renegotiation Date. If this Agreement is so terminated, the Fund may, at any
time thereafter, automatically redeem the Shares of any portfolio held by a
participating Shareholder. This Agreement may be terminated at any time, at the
option of either of the Company or the Fund, when neither the Company, any
insurance company nor the separate account or accounts of such insurance company
which is an affiliate thereof which is not a Participating Insurance Company own
any Shares of the Fund or may be terminated by either party to the Agreement
upon a determination by a majority of the Trustees of the Fund, or a majority of
its disinterested Trustees, following certification thereof by a participating
Insurance Company given in accordance with Paragraph 10 that an
13
<PAGE>
irreconcilable conflict exists among the interests of (i) all contractholders
and policyholders of Variable Insurance Products of all separate accounts or
(ii) the interests of the Participating Insurance Companies investing in the
Fund. Notwithstanding anything to the contrary in this Agreement or its
termination as provided herein, the Company's obligation to make a capital
contribution to the Fund in accordance with this Agreement at the time in effect
shall continue (i) following a properly given Renegotiation Notice, in the
absence of agreement otherwise, until termination of this Agreement, and (ii)
(except termination due to the existence of an irreconcilable conflict),
following termination of this Agreement, until the later of the fifth
anniversary of the date of this Agreement or the date on which the Company, its
separate account(s) or the separate account(s) of any affiliated insurance
company owns no Shares.
9. Compliance.
The Fund will comply with the provisions of Section 4240(a) of the New
York Insurance Law.
Each Portfolio of the Fund will comply with the provisions of Section
817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), relating
to diversification requirements for variable annuity, endowment and life
insurance contracts. Specifically, each Portfolio will comply with either (i)
the requirement of Section 817(h)(1) of the Code that its assets be adequately
diversified, or (ii) the "Safe Harbor for Diversification" specified in Section
817(h)(2) of the Code, or (iii) the diversification requirement of Section
817(h)(1) of the Code by having all or part of its assets invested in U.S.
Treasury
14
<PAGE>
securities which qualify for the "Special Rule for Investments in United States
Obligations" specified in Section 817(h)(3) of the Code.
The provisions of Paragraphs 6 and 7 of this Agreement shall be
interpreted in a manner consistent with any Rule or order of the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended,
applicable to the parties hereto.
No Shares of any Portfolio of the Fund may be sold to the general public.
10. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: David B. Watts
If to the Company:
Safeco Life Insurance Companies
15411 N.E. 51st Street
Redmond, Washington 98052
Attn: Mira Freiberg
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
15
<PAGE>
12. Miscellaneous.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended, and all persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund. No Portfolio shall
be liable for any obligations properly attributable to any other Portfolio.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
13. Entire Agreement.
This Agreement incorporates the entire understanding and agreement among
the parties hereto, and supercedes any and all prior understandings and
agreements between the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly
16
<PAGE>
authorized representative and its seal to be hereunder affixed hereto as of the
31st day of December, 1992.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By: /s/ David B. Watts
--------------------------
President
SEAL SAFECO LIFE INSURANCE COMPANIES
By: /s/ [Illegible]
--------------------------
Its: Senior Vice President
-------------------------
17
EXHIBIT 9(c)(8)
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, as amended, with a
principal place of business in Boston, Massachusetts and
____________________________, a [STATE OF INCORPORATION] corporation (the
"Company"), with a principal place of business in [CITY], [STATE] on behalf of
[SEPARATE ACCOUNT NAME, a separate account of the Company, and any other
separate account of the Company as designated by the Company from time to time,
upon written notice to the Fund in accordance with Section 10 herein (each, an
"Account")
WHEREAS, the Fund acts as the investment vehicle for the separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively referred to herein as "Variable Insurance Products") to be offered
by insurance companies which have entered into participation agreements
substantially identical to this Agreement ("Participating Insurance Companies")
and their affiliated insurance companies; and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares of beneficial interest ("Shares"), and additional series of
Shares may be established, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of Participating Insurance Companies
to make capital contributions if required so that the annual expenses of each
Portfolio of the Fund in which a
<PAGE>
Participating Insurance Company is a shareholder will not exceed a fixed
percentage of the Portfolio's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as to certain
other matters,
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "expenses of a Portfolio" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average daily net assets" for each fiscal year
shall mean the sum of the net asset values determined throughout the year for
the purpose of determining net asset value per Share, divided by the number of
such determinations during such year;
(c) The Company's "Required Contribution" on behalf of the Account
in respect of a Portfolio for any fiscal year shall mean an amount equal to the
expenses of that Portfolio for such year minus the below-indicated percentage of
that Portfolio's average daily net assets for the year:
International Portfolio ...........................1.50%
Each other Portfolio ..............................0.75%
multiplied by a fraction the denominator of which is the average daily net
assets of that Portfolio and the numerator of which is
2
<PAGE>
the average daily net asset value of the Shares of that Portfolio owned by the
Account (referred to herein as a "Participating Shareholder") . The Company's
Required Contribution in respect of a portfolio shall be pro-rated based on the
number of business days on which this Agreement is in effect for periods of less
than a fiscal year.
(d) The "average daily net asset value of the Shares of the
Portfolio" owned by the Account for any fiscal year of the Fund shall mean the
greater of (i) $500,000 or (ii) the sum of the aggregate net asset values of the
Shares so owned determined during the fiscal year, as of each determination of
the net asset value per Share, divided by the total number of determinations of
net asset value during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any Portfolio, now or hereafter created, of the Fund.
2. Capital Contribution.
The Company on behalf of the Account shall, within sixty days after the
end of each fiscal year of the Fund, make a capital contribution to the Fund in
respect of each Portfolio equal to the Required Contribution for that Portfolio
for such year; provided, however, that in the event that both clauses (i) and
(ii) of paragraph (d) of Section 1 of this Agreement or similar agreements are
applicable to different Participating Insurance Companies during the same fiscal
year, there shall be a proportionate reduction of the Required Contribution of
each Participating Insurance Company to which said clause (ii) is applicable so
that the total of all required capital contributions to the Fund on
3
<PAGE>
behalf of any Portfolio is not greater than the excess of the expenses of that
Portfolio for that fiscal year less the percentage of that Portfolio's total
expenses set forth in paragraph (c) of Section 1 of this Agreement for such
fiscal year.
3. Duty of Fund to Sell.
The Fund shall make its Shares available for purchase at the applicable
net asset value per Share by Participating Insurance Companies and their
affiliates and separate accounts on hose days on which the Fund calculates its
net asset value pursuant to rules of the Securities and Exchange Commission;
provided, however, that the Trustees of the Fund 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 Trustees, necessary in
the best interest of the shareholders of any Portfolio.
4. Requirement to Execute Participation Agreement; Requests.
Each Participating Insurance Company shall, prior to purchasing Shares in
the Fund, execute and deliver a participation agreement in a form substantially
identical to this Agreement.
The Fund shall make available, upon written request from the Participating
Insurance Company given in accordance with Paragraph 10, to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8 (i) a list of all other Participating
Insurance Companies, and (ii) a copy of the Agreement as executed by any other
Participating Insurance Company.
4
<PAGE>
The Fund shall also make available upon request to each participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8, the net asset value of any Portfolio of
the Fund as of any date upon which the Fund calculates the net asset value of
its Portfolios for the purpose of purchase and redemption of Shares.
5. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Fund and each of
its Trustees and officers and each person, if any, who controls the Fund within
the meaning of Section 15 of the Securities Act of 1933 (the "Act") against any
and all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based upon any wrongful act by the Company, any of its
employees or representatives, any affiliate of or any person acting on behalf of
the Company or a principal underwriter of its insurance products, or (ii) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or omission was made
in reliance upon information furnished to the Fund by the Company, or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a
5
<PAGE>
registration statement or prospectus covering insurance products sold by the
Company or any insurance company which is an affiliate thereof, or any
amendments or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statement or statements therein not misleading, unless such statement or
omission was made in reliance upon information furnished to the Company or such
affiliate by or on behalf of the Fund; provided, however, that in no case (i) is
the Company's indemnity in favor of a Trustee or officer or any other person
deemed to protect such Trustee or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of obligations and duties under this
Agreement or (ii) is the Company to be liable under its indemnity agreement
contained in this Paragraph 5 with respect to any claim made against the Fund or
any person indemnified unless the Fund or such person, as the case may be, shall
have notified the Company in writing pursuant to Paragraph 10 within a
reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it has to the
Fund or any person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this Paragraph 5. The Company shall be
entitled to participate, at its own expense,
6
<PAGE>
in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its officers and Trustees, or to any controlling person or persons, defendant
or defendants in the suit. In the event that the Company elects to assume the
defense of any such suit and retain such counsel, the Fund, such officers and
Trustees or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Company does not elect to assume the defense of any such suit,
the Company will reimburse the Fund, such officers and Trustees or controlling
person or persons, defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. The Company agrees promptly to
notify the Fund pursuant to Paragraph 10 of the commencement of any litigation
or proceedings against it in connection with the issue and sale of any Shares.
(b) The Fund agrees to indemnify and hold harmless the Company and each of
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such directors, officers or controlling person may become subject under
the Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based upon any wrongful
act by the Fund, any of its employees or representatives or a principal
underwriter of the
7
<PAGE>
Fund, or (ii) may be based upon any untrue statement or alleged untrue statement
of a material fact contained in a registration statement or prospectus covering
Shares or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading unless such statement or
omission was made in reliance upon information furnished to the Fund by the
Company or (iii) may be based on any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering insurance products sold by the Company, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of the Fund; provided,
however, that in no case (i) is the Fund's indemnity in favor of a director or
officer or any other person deemed to protect such director or officer or other
person against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations
and duties under this Agreement or (ii) is the Fund to be liable under its
indemnity agreement contained in this Paragraph 5 with respect to any claims
made against the Company or any such director, officer or controlling person
unless it or such director, officer or controlling person, as the case may be,
shall have notified the Fund in writing pursuant to Paragraph 10 within a
reasonable time after the summons
8
<PAGE>
or other first legal process giving information of the nature of the claim shall
have been served upon it or upon such director, 0fficer or controlling person
(or after the Company or such director, officer or controlling person shall have
received notice of such service on any designated agent), but failure to notify
the Fund of any claim shall not relieve it from any liability which it may have
to the person against whom such action is brought otherwise than on account of
its indemnity agreement contained in this Paragraph. The Fund will be entitled
to participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Company, its directors, officers or controlling
person or persons, defendant or defendants, in the suit. In the event the Fund
elects to assume the defense of any such suit and retain such counsel, the
Company, its directors, officers or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Fund does not elect to assume the
defense of any such suit, it will reimburse the Company or such directors,
officers or controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them. The Fund
agrees promptly to notify the Company pursuant to Paragraph 10 of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.
9
<PAGE>
6. Procedure for Resolving Irreconcilable Conflicts.
(a) The Trustees of the Fund will monitor the operations of the Fund for
the existence of any material irreconcilable conflict among the interests of all
the contract holders and policy owners of Variable Insurance Products (the
"Participants") of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise, among other things, from: (a) an
action by any state insurance regulatory authority; (b) a change in applicable
insurance laws or regulations; (c) a tax ruling or provision of the Internal
Revenue Code or the regulations thereunder; (d) any other development relating
to the tax treatment of insurers, contract holders or policy owners or
beneficiaries of Variable Insurance Products; (e) the manner in which the
investments of any Portfolio are being managed; (f) a difference in voting
instructions given by variable annuity contract holders, on the one hand, and
variable life insurance policy owners, on the other hand, or by the contract
holders or policy owners of different participating insurance companies; or (g)
a decision by an insurer to override the voting instructions of Participants.
(b) The Company will be responsible for reporting any potential or
existing conflicts to the Trustees of the Fund. The Company will be responsible
for assisting the Trustees in carrying out their responsibilities under this
Paragraph 6(b) and Paragraph 6(a), by providing the Trustees with all
information reasonably necessary for the Trustees to consider the issues raised.
The Fund will also request its investment adviser to report to the Trustees any
such conflict which comes to the attention of the adviser.
10
<PAGE>
(c) If it is determined by a majority of the Trustees of the Fund, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists involving the Company, the Company shall, at its expense, and to the
extent reasonably practicable (as determined by a majority of the disinterested
Trustees), take whatever steps are necessary to eliminate the irreconcilable
material conflict, including withdrawing the assets allocable to some or all of
the separate accounts from the Fund or any Portfolio and reinvesting such assets
in a different investment medium, including another Portfolio of the Fund,
offering to the affected Participants the option of making such a change or
establishing a new funding medium including a registered investment company.
For purposes of this Paragraph 6(c), the Trustees, or the disinterested
Trustees, shall determine whether or not any proposed action adequately remedies
any irreconcilable material conflict. In the event of a determination of the
existence of an irreconcilable material conflict, the Trustees shall cause the
Fund to take such action, such as the establishment of one or more additional
Portfolios, as they in their sole discretion determine to be in the interest of
all shareholders and Participants in view of all applicable factors, such as
cost, feasibility, tax, regulatory and other considerations. In no event will
the Fund be required by this Paragraph 6(c) to establish a new funding medium
for any variable contract or policy.
The Company shall not be required by this Paragraph 6(c) to establish a
new funding medium for any variable contract or policy if an offer to do so has
been declined by a vote of a majority of the Participants materially adversely
affected by the material
11
<PAGE>
irreconcilable conflict. The Company will recommend to its Participants that
they decline an offer to establish a new funding medium only if the Company
believes it is in the best interest of the Participants.
(d) The Trustees' determination of the existence of an irreconcilable
material conflict and its implications promptly shall be communicated to all
Participating Insurance Companies by written notice thereof delivered or mailed,
first class postage prepaid.
7. Voting Privileges.
The Company shall be responsible for assuring that its separate account or
accounts participating in the Fund shall use a calculation method of voting
procedures substantially the same as the following: those Participants permitted
to give instructions and the number of Shares for which instructions may be
given will be determined as of the record date for the Fund shareholders'
meeting, which shall not be more than 60 days before the date of the meeting.
Whether or not voting instructions are actually given by a particular
Participant, all Fund shares held in any separate account or sub-account thereof
and attributable to policies will be voted for, against, or withheld from voting
on any proposition in the same proportion as (i) the aggregate record date cash
value held in such sub-account for policies giving instructions, respectively,
to vote for, against, or withhold votes on such proposition, bears to (ii) the
aggregate record date cash value held in the sub-account for all policies for
which voting instructions are received. Participants continued in effect under
lapse options will not be permitted to give voting instructions.
12
<PAGE>
Shares held in any other insurance company general or separate account or
sub-account thereof will be voted in the proportion specified in the second
preceding sentence for shares attributable to policies.
8. Duration and Termination.
This Agreement shall remain in force for the period ending five years from
the date of its execution (such date and any anniversary of such date being
hereinafter called a "Renegotiation Date"), and from year to year thereafter
provided that neither the Company nor the Fund shall have given written notice
to the other within thirty (30) days prior to a Renegotiation Date that it
desires to renegotiate the amount of contribution to capital due hereunder
("Renegotiation Notice"). If a Renegotiation Notice is properly given as
aforesaid and the Fund and the Company shall fail, within sixty (60) days after
the Renegotiation Date, either to enter into an amendment to this Agreement or a
written acknowledgment that the Agreement shall continue in effect, this
Agreement shall terminate as of the one hundred twentieth day after such
Renegotiation Date. If this Agreement is so terminated, the Fund may, at any
time thereafter, automatically redeem the Shares of any Portfolio held by a
Participating Shareholder. This Agreement may be terminated at any time, at the
option of either of the Company or the Fund, when neither the Company, any
insurance company nor the separate account or accounts of such insurance company
which is an affiliate thereof which is not a Participating Insurance Company own
any Shares of the Fund or may be terminated by either party to the Agreement
upon a determination by a majority of the Trustees of the Fund, or a majority of
its disinterested
13
<PAGE>
Trustees, following certification thereof by a Participating Insurance Company
given in accordance with Paragraph 10 that an irreconcilable conflict exists
among the interests of (i) all contract holders and policy holders of Variable
Insurance Products of all separate accounts or (ii) the interests of the
Participating Insurance Companies investing in the Fund. Notwithstanding
anything to the contrary in this Agreement or its termination as provided
herein, the Company's obligation to make a capital contribution to the Fund in
accordance with this Agreement at the time in effect shall continue (i)
following a properly given Renegotiation Notice, in the absence of agreement
otherwise, until termination of this Agreement, and (ii) (except termination due
to the existence of an irreconcilable conflict), following termination of this
Agreement, until the later of the fifth anniversary of the date of this
Agreement or the date on which the Company, its separate account(s) or the
separate account(s) of any affiliated insurance company owns no Shares.
9. Compliance.
The Fund will comply with the provisions of Section 4240 (a) of the New
York Insurance Law.
Each Portfolio of the Fund will comply with the provisions of Section
817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), relating
to diversification requirements for variable annuity, endowment and life
insurance contracts. Specifically, each Portfolio will comply with either (i)
the requirement of Section 817(h)(1) of the Code that its assets be adequately
diversified, or (ii) the "Safe Harbor for Diversification" specified in Section
817(h)(2) of the Code, or (iii) the
14
<PAGE>
diversification requirement of Section 817(h)(1) of the Code by having all or
part of its assets invested in U.S. Treasury securities which qualify for the
"Special Rule for Investments in United States Obligations" specified in Section
817(h)(3) of the Code.
The provisions of Paragraphs 6 and 7 of this Agreement shall be
interpreted in a manner consistent with any Rule or order of the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended,
applicable to the parties hereto
No Shares of any Portfolio of the Fund may be sold to the general public.
10. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: David B. Watts
If to the Company:
15
<PAGE>
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
12. Miscellaneous.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended, and all persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund. No Portfolio shall
be liable for any obligations properly attributable to any other Portfolio.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
13. Entire Agreement.
This Agreement incorporates the entire understanding and agreement among
the parties hereto, and supersedes any and all prior understandings and
agreements between the parties hereto with respect to the subject matter hereof.
16
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the ____ day of __________, 1993.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By:_______________________________
David B. Watts
President
SEAL
By:_______________________________
Its:______________________________
17
EXHIBIT 9(c)(9)
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, as amended, with a
principal place of business in Boston, Massachusetts and
____________________________, a corporation (the "Company"), with a principal
place of business in, ___________ on behalf of _______________________, a
separate account of the Company, and any other separate account of the Company
as designated by the Company from time to time, upon written notice to the Fund
in accordance with Section 10 herein (each, an "Account)
WHEREAS, the Fund acts as the investment vehicle for the separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively referred to herein as "Variable Insurance Products") to be offered
by insurance companies which have entered into participation agreements
substantially identical to this Agreement ("Participating Insurance Companies")
and their affiliated insurance companies; and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares of beneficial interest ("Shares"), and additional series of
Shares may be established, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of Participating Insurance Companies
to make capital contributions if required so that the annual expenses of each
Portfolio of the Fund in which a
<PAGE>
Participating Insurance Company is a shareholder will not exceed a fixed
percentage of the Portfolio's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as to certain
other matters,
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "expenses of a Portfolio" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average daily net assets" for each fiscal year
shall mean the sum of the net asset values determined throughout the year for
the purpose of determining net asset value per Share, divided by the number of
such determinations during such year;
(c) The Company's "Required Contribution" on behalf of the Account
in respect of a Portfolio for any fiscal year shall mean an amount equal to the
expenses of that Portfolio for such year minus the below-indicated percentage of
that Portfolio's average daily net assets for the year:
International Portfolio .............................1.50%
Each other Portfolio ................................0.75%
multiplied by a fraction the denominator of which is the average daily net
assets of that Portfolio and the numerator of which is
2
<PAGE>
the average daily net asset value of the Shares of that Portfolio owned by the
Account (referred to herein as a "Participating Shareholder"). The Company's
Required Contribution in respect of a portfolio shall be pro-rated based on the
number of business days on which this Agreement is in effect for periods of less
than a fiscal year.
(d) The "average daily net asset value of the Shares of the
Portfolio" owned by the Account for any fiscal year of the Fund shall mean the
greater of (i) $500,000 or (ii) the sum of the aggregate net asset values of the
Shares so owned determined during the fiscal year, as of each determination of
the net asset value per Share, divided by the total number of determinations of
net asset value during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any Portfolio, now or hereafter created, of the Fund.
2. Capital Contribution.
The Company on behalf of the Account shall, within sixty days after the
end of each fiscal year of the Fund, make a capital contribution to the Fund in
respect of each Portfolio equal to the Required Contribution for that Portfolio
for such year; provided, however, that in the event that both clauses (i) and
(ii) of paragraph (d) of Section 1 of this Agreement or similar agreements are
applicable to different Participating Insurance Companies during the same fiscal
year, there shall be a proportionate reduction of the Required Contribution of
each Participating Insurance Company to which said clause (ii) is applicable so
that the total of all required capital contributions to the Fund on
3
<PAGE>
behalf of any Portfolio is not greater than the excess of the expenses of that
Portfolio for that fiscal year less the percentage of that Portfolio's total
expenses set forth in paragraph (c) of Section 1 of this Agreement for such
fiscal year.
3. Duty of Fund to Sell.
The Fund shall make its Shares available for purchase at the applicable
net asset value per Share by Participating Insurance Companies and their
affiliates and separate accounts on those days on which the Fund calculates its
net asset value pursuant to rules of the Securities and Exchange Commission;
provided, however, that the Trustees of the Fund 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 Trustees, necessary in
the best interest of the shareholders of any Portfolio.
4. Requirement to Execute Participation Agreement; Requests.
Each Participating Insurance Company shall, prior to purchasing Shares in
the Fund, execute and deliver a participation agreement in a form substantially
identical to this Agreement.
The Fund shall make available, upon written request from the Participating
Insurance Company given in accordance with Paragraph 10, to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8 (i) a list of all other Participating
Insurance Companies, and (ii) a copy of the Agreement as executed by any other
Participating Insurance Company.
4
<PAGE>
The Fund shall also make available upon request to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 6, the net asset value of any Portfolio of
the Fund as of any date upon which the Fund calculates the net asset value of
its Portfolios for the purpose of purchase and redemption of Shares.
5. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Fund and each of
its Trustees and officers and each person, if any, who controls the Fund within
the meaning of Section 15 of the Securities Act of 1933 (the "Act") against any
and all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based upon any wrongful act by the Company, any of its
employees or representatives, any affiliate of or any person acting on behalf of
the Company or a principal underwriter of its insurance products, or (ii) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or omission was made
in reliance upon information furnished to the Fund by the Company, or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a
5
<PAGE>
registration statement or prospectus covering insurance products sold by the
Company or any insurance company which is an affiliate thereof, or any
amendments or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statement or statements therein not misleading, unless such statement or
omission was made in reliance upon information furnished to the Company or such
affiliate by or on behalf of the Fund; provided, however, that in no case (i) is
the Company's indemnity in favor of a Trustee or officer or any other person
deemed to protect such Trustee or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of obligations and duties under this
Agreement or (ii) is the Company to be liable under its indemnity agreement
contained in this Paragraph 5 with respect to any claim made against the Fund or
any person indemnified unless the Fund or such person, as the case may be, shall
have notified the Company in writing pursuant to Paragraph 10 within a
reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it has to the
Fund or any person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this Paragraph 5. The Company shall be
entitled to participate, at its own expense,
6
<PAGE>
in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its officers and Trustees, or to any controlling person or persons, defendant
or defendants in the suit. In the event that the Company elects to assume the
defense of any such suit and retain such counsel, the Fund, such officers and
Trustees or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Company does not elect to assume the defense of any such suit,
the Company will reimburse the Fund, such officers and Trustees or controlling
person or persons, defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. The Company agrees promptly to
notify the Fund pursuant to Paragraph 10 of the commencement of any litigation
or proceedings against it in connection with the issue and sale of any Shares.
(b) The Fund agrees to indemnify and hold harmless the Company and each of
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such directors, officers or controlling person may become subject under
the Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based upon any wrongful
act by the Fund, any of its employees or representatives or a principal
underwriter of the
7
<PAGE>
Fund, or (ii) may be based upon any untrue statement or alleged untrue statement
of a material fact contained in a registration statement or prospectus covering
Shares or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading unless such statement or
omission was made in reliance upon information furnished to the Fund by the
Company or (iii) may be based on any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering insurance products sold by the Company, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of the Fund; provided,
however, that in no case (i) is the Fund's indemnity in favor of a director or
officer or any other person deemed to protect such director or officer or other
person against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations
and duties under this Agreement or (ii) is the Fund to be liable under its
indemnity agreement contained in this Paragraph 5 with respect to any claims
made against the Company or any such director, officer or controlling person
unless it or such director, officer or controlling person, as the case may be,
shall have notified the Fund in writing pursuant to Paragraph 10 within a
reasonable time after the summons
8
<PAGE>
or other first legal process giving information of the nature of the claim shall
have been served upon it or upon such director, officer or controlling person
(or after the Company or such director, officer or controlling person shall have
received notice of such service on any designated agent), but failure to notify
the Fund of any claim shall not relieve it from any liability which it may have
to the person against whom such action is brought otherwise than on account of
its indemnity agreement contained in this Paragraph. The Fund will be entitled
to participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Company, its directors, officers or controlling
person or persons, defendant or defendants, in the suit. In the event the Fund
elects to assume the defense of any such suit and retain such counsel, the
Company, its directors, officers or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Fund does not elect to assume the
defense of any such suit, it will reimburse the Company or such directors,
officers or controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them. The Fund
agrees promptly to notify the Company pursuant to Paragraph 10 of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.
9
<PAGE>
6. Procedure for Resolving Irreconcilable Conflicts.
(a) The Trustees of the Fund will monitor the operations of the Fund
for the existence of any material irreconcilable conflict among the interests of
all the contract holders and Policy owners of Variable Insurance Products (the
"Participants") of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise, among other things, from: (a) an
action by any state insurance regulatory authority; (b) a change in applicable
insurance laws or regulations; (c) a tax ruling or provision of the Internal
Revenue Code or the regulations thereunder; (d) any other development relating
to the tax treatment of insurers, contract holders or policy owners or
beneficiaries of Variable Insurance Products; (e) the manner in which the
investments of any Portfolio are being managed; (f) a difference in voting
instructions given by variable annuity contract holders, on the one hand, and
variable life insurance policy owners, on the other hand, or by the contract
holders or policy owners of different participating insurance companies; or (g)
a decision by an insurer to override the voting instructions of Participants.
(b) The Company will be responsible for reporting any potential or
existing conflicts to the Trustees of the Fund. The Company will be responsible
for assisting the Trustees in carrying out their responsibilities under this
Paragraph 6(b) and Paragraph 6(a), by providing the Trustees with all
information reasonably necessary for the Trustees to consider the issues raised.
The Fund will also request its investment adviser to report to the Trustees any
such conflict which comes to the attention of the adviser.
10
<PAGE>
(c) If it is determined by a majority of the Trustees of the Fund, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists involving the Company, the Company shall, at its expense, and to the
extent reasonably practicable (as determined by a majority of the disinterested
Trustees), take whatever steps are necessary to eliminate the irreconcilable
material conflict, including withdrawing the assets allocable to some or all of
the separate accounts from the Fund or any Portfolio and reinvesting such assets
in a different investment medium, including another Portfolio of the Fund,
offering to the affected Participants the option of making such a change or
establishing a new funding medium including a registered investment company.
For purposes of this Paragraph 6(c), the Trustees, or the disinterested
Trustees, shall determine whether or not any proposed action adequately remedies
any irreconcilable material conflict. In the event of a determination of the
existence of an irreconcilable material conflict, the Trustees shall cause the
Fund to take such action, such as the establishment of one or more additional
Portfolios, as they in their sole discretion determine to be in the interest of
all shareholders and Participants in view of all applicable factors, such as
cost, feasibility, tax, regulatory and other considerations. In no event will
the Fund be required by this Paragraph 6(c) to establish a new funding medium
for any variable contract or policy.
The Company shall not be required by this Paragraph 6(c) to establish a
new funding medium for any variable contract or policy if an offer to do so has
been declined by a vote of a majority of the Participants materially adversely
affected by the material
11
<PAGE>
irreconcilable conflict. The Company will recommend to its Participants that
they decline an offer to establish a new funding medium only if the Company
believes it is in the best interest of the Participants.
(d) The Trustees' determination of the existence of an irreconcilable
material conflict and its implications promptly shall be communicated to all
Participating Insurance Companies by written notice thereof delivered or mailed,
first class postage prepaid.
7. Voting Privileges.
The Company shall be responsible for assuring that its separate account or
accounts participating in the Fund shall use a calculation method of voting
procedures substantially the same as the following: those Participants permitted
to give Instructions and the number of Shares for which instructions may be
given will be determined as of the record date for the Fund shareholders'
meeting, which shall not be more than 60 days before the date of the meeting.
Whether or not voting instructions are actually given by a particular
Participant, all Fund shares held in any separate account or sub-account thereof
and attributable to policies will be voted for, against, or withheld from voting
on any proposition in the same proportion as (i) the aggregate record date cash
value held in such sub-account for policies giving instructions, respectively,
to vote for, against, or withhold votes on such proposition, bears to (ii) the
aggregate record date cash value held in the sub-account for all policies for
which voting instructions are received. Participants continued in effect under
lapse options will not be permitted to give voting instructions.
12
<PAGE>
Shares held in any other insurance company general or separate account or
sub-account thereof will be voted in the proportion specified in the second
preceding sentence for shares attributable to policies.
8. Duration and Termination.
This Agreement shall remain in force one year from the date of its
execution (such date and any anniversary of such date being hereinafter called a
"Renegotiation Date"), and from year to year thereafter provided that neither
the Company nor the Fund shall have given written notice to the other within
thirty (30) days prior to a Renegotiation Date that it desires to renegotiate
the amount of contribution to capital due hereunder ("Renegotiation Notice"). If
a Renegotiation Notice is properly given as aforesaid and the Fund and the
Company shall fail, within sixty (60) days after the Renegotiation Date, either
to enter into an amendment to this Agreement or a written acknowledgment that
the Agreement shall continue in effect, this Agreement shall terminate as of the
one hundred twentieth day after such Renegotiation Date. If this Agreement is so
terminated, the Fund may, at any time thereafter, automatically redeem the
Shares of any Portfolio held by a Participating Shareholder. This Agreement may
be terminated at any time, at the option of either of the Company or the Fund,
when neither the Company, any insurance company nor the separate account or
accounts of such insurance company which is an affiliate thereof which is not a
Participating Insurance Company own any Shares of the Fund or may be terminated
by either party to the Agreement upon a determination by a majority of the
Trustees of the Fund, or a majority of its disinterested Trustees, following
certification
13
<PAGE>
thereof by a Participating Insurance Company given in accordance with Paragraph
10 that an irreconcilable conflict exists among the interests of (i) all
contract holders and policy holders of Variable Insurance Products of all
separate accounts or (ii) the interests of the Participating Insurance Companies
investing in the Fund. Notwithstanding anything to the contrary in this
Agreement or its termination as provided herein, the Company's obligation to
make a capital contribution to the Fund in accordance with this Agreement at the
time in effect shall continue (i) following a properly given Renegotiation
Notice, in the absence of agreement otherwise, until termination of this
Agreement, and (ii) (except termination due to the existence of an
irreconcilable conflict), following termination of this Agreement, until the
later of the fifth anniversary of the date of this Agreement or the date on
which the Company, its separate account(s) or the separate account(s) of any
affiliated insurance company owns no Shares.
9. Compliance.
The Fund will comply with the provisions of Section 4240(a) of the New
York Insurance Law.
Each Portfolio of the Fund will comply with the provisions of Section
817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), relating
to diversification requirements for variable annuity, endowment and life
insurance contracts. Specifically, each Portfolio will comply with either (i)
the requirement of Section 817(h)(1) of the Code that its assets be adequately
diversified, or (ii) the "Safe Harbor for Diversification" specified in Section
817(h)(2) of the Code, or (iii) the diversification requirement of Section
817(h)(1) of the Code by
14
<PAGE>
having all or part of its assets invested in U.S. Treasury securities which
qualify for the "Special Rule for Investments in United States Obligations"
specified in Section 817(h)(3) of the Code.
The provisions of Paragraphs 6 and 7 of this Agreement shall be
interpreted in a manner consistent with any Rule or order of the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended,
applicable to the parties hereto.
No Shares of any Portfolio of the Fund may be sold to the general public.
10. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: David B. Watts
If to the Company:
15
<PAGE>
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
12. Miscellaneous.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended, and all persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund. No Portfolio shall
be liable for any obligations properly attributable to any other Portfolio.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
13. Entire Agreement.
This Agreement incorporates the entire understanding and agreement among
the parties hereto, and supersedes any and all prior understandings and
agreements between the parties hereto with respect to the subject matter hereof.
16
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the ___ day of _________, 1993.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By:_______________________________
David B. Watts
President
SEAL
By:_______________________________
Its:______________________________
17
EXHIBIT 9(c)(9)
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (the "Agreement") made by and between SCUDDER
VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts business trust
created under a Declaration of Trust dated March 15, 1985, as amended, with a
principal place of business in Boston, Massachusetts and
____________________________, a corporation (the "Company"), with a principal
place of business in, ___________ on behalf of _______________________, a
separate account of the Company, and any other separate account of the Company
as designated by the Company from time to time, upon written notice to the Fund
in accordance with Section 10 herein (each, an "Account)
WHEREAS, the Fund acts as the investment vehicle for the separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively referred to herein as "Variable Insurance Products") to be offered
by insurance companies which have entered into participation agreements
substantially identical to this Agreement ("Participating Insurance Companies")
and their affiliated insurance companies; and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares of beneficial interest ("Shares"), and additional series of
Shares may be established, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities; and
WHEREAS, it is in the best interest of Participating Insurance Companies
to make capital contributions if required so that the annual expenses of each
Portfolio of the Fund in which a
<PAGE>
Participating Insurance Company is a shareholder will not exceed a fixed
percentage of the Portfolio's average annual net assets; and
WHEREAS, the Parties desire to evidence their agreement as to certain
other matters,
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Additional Definitions.
For the purposes of this Agreement, the following definitions shall apply:
(a) The "expenses of a Portfolio" for any fiscal year shall mean the
expenses for such fiscal year as shown in the Statement of Operations (or
similar report) certified by the Fund's independent public accountants;
(b) A "Portfolio's average daily net assets" for each fiscal year
shall mean the sum of the net asset values determined throughout the year for
the purpose of determining net asset value per Share, divided by the number of
such determinations during such year;
(c) The Company's "Required Contribution" on behalf of the Account
in respect of a Portfolio for any fiscal year shall mean an amount equal to the
expenses of that Portfolio for such year minus the below-indicated percentage of
that Portfolio's average daily net assets for the year:
International Portfolio .............................1.50%
Each other Portfolio ................................0.75%
multiplied by a fraction the denominator of which is the average daily net
assets of that Portfolio and the numerator of which is
2
<PAGE>
the average daily net asset value of the Shares of that Portfolio owned by the
Account (referred to herein as a "Participating Shareholder"). The Company's
Required Contribution in respect of a portfolio shall be pro-rated based on the
number of business days on which this Agreement is in effect for periods of less
than a fiscal year.
(d) The "average daily net asset value of the Shares of the
Portfolio" owned by the Account for any fiscal year of the Fund shall mean the
greater of (i) $500,000 or (ii) the sum of the aggregate net asset values of the
Shares so owned determined during the fiscal year, as of each determination of
the net asset value per Share, divided by the total number of determinations of
net asset value during such year.
(e) "Shares" means shares of beneficial interest, without par value,
of any Portfolio, now or hereafter created, of the Fund.
2. Capital Contribution.
The Company on behalf of the Account shall, within sixty days after the
end of each fiscal year of the Fund, make a capital contribution to the Fund in
respect of each Portfolio equal to the Required Contribution for that Portfolio
for such year; provided, however, that in the event that both clauses (i) and
(ii) of paragraph (d) of Section 1 of this Agreement or similar agreements are
applicable to different Participating Insurance Companies during the same fiscal
year, there shall be a proportionate reduction of the Required Contribution of
each Participating Insurance Company to which said clause (ii) is applicable so
that the total of all required capital contributions to the Fund on
3
<PAGE>
behalf of any Portfolio is not greater than the excess of the expenses of that
Portfolio for that fiscal year less the percentage of that Portfolio's total
expenses set forth in paragraph (c) of Section 1 of this Agreement for such
fiscal year.
3. Duty of Fund to Sell.
The Fund shall make its Shares available for purchase at the applicable
net asset value per Share by Participating Insurance Companies and their
affiliates and separate accounts on those days on which the Fund calculates its
net asset value pursuant to rules of the Securities and Exchange Commission;
provided, however, that the Trustees of the Fund 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 Trustees, necessary in
the best interest of the shareholders of any Portfolio.
4. Requirement to Execute Participation Agreement; Requests.
Each Participating Insurance Company shall, prior to purchasing Shares in
the Fund, execute and deliver a participation agreement in a form substantially
identical to this Agreement.
The Fund shall make available, upon written request from the Participating
Insurance Company given in accordance with Paragraph 10, to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 8 (i) a list of all other Participating
Insurance Companies, and (ii) a copy of the Agreement as executed by any other
Participating Insurance Company.
4
<PAGE>
The Fund shall also make available upon request to each Participating
Insurance Company which has executed an Agreement and which Agreement has not
been terminated pursuant to Paragraph 6, the net asset value of any Portfolio of
the Fund as of any date upon which the Fund calculates the net asset value of
its Portfolios for the purpose of purchase and redemption of Shares.
5. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Fund and each of
its Trustees and officers and each person, if any, who controls the Fund within
the meaning of Section 15 of the Securities Act of 1933 (the "Act") against any
and all losses, claims, damages, liabilities or litigation (including legal and
other expenses), arising out of the acquisition of any Shares by any person, to
which the Fund or such Trustees, officers or controlling person may become
subject under the Act, under any other statute, at common law or otherwise,
which (i) may be based upon any wrongful act by the Company, any of its
employees or representatives, any affiliate of or any person acting on behalf of
the Company or a principal underwriter of its insurance products, or (ii) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or omission was made
in reliance upon information furnished to the Fund by the Company, or (iii) may
be based on any untrue statement or alleged untrue statement of a material fact
contained in a
5
<PAGE>
registration statement or prospectus covering insurance products sold by the
Company or any insurance company which is an affiliate thereof, or any
amendments or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statement or statements therein not misleading, unless such statement or
omission was made in reliance upon information furnished to the Company or such
affiliate by or on behalf of the Fund; provided, however, that in no case (i) is
the Company's indemnity in favor of a Trustee or officer or any other person
deemed to protect such Trustee or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of obligations and duties under this
Agreement or (ii) is the Company to be liable under its indemnity agreement
contained in this Paragraph 5 with respect to any claim made against the Fund or
any person indemnified unless the Fund or such person, as the case may be, shall
have notified the Company in writing pursuant to Paragraph 10 within a
reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it has to the
Fund or any person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this Paragraph 5. The Company shall be
entitled to participate, at its own expense,
6
<PAGE>
in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its officers and Trustees, or to any controlling person or persons, defendant
or defendants in the suit. In the event that the Company elects to assume the
defense of any such suit and retain such counsel, the Fund, such officers and
Trustees or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Company does not elect to assume the defense of any such suit,
the Company will reimburse the Fund, such officers and Trustees or controlling
person or persons, defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. The Company agrees promptly to
notify the Fund pursuant to Paragraph 10 of the commencement of any litigation
or proceedings against it in connection with the issue and sale of any Shares.
(b) The Fund agrees to indemnify and hold harmless the Company and each of
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such directors, officers or controlling person may become subject under
the Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based upon any wrongful
act by the Fund, any of its employees or representatives or a principal
underwriter of the
7
<PAGE>
Fund, or (ii) may be based upon any untrue statement or alleged untrue statement
of a material fact contained in a registration statement or prospectus covering
Shares or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading unless such statement or
omission was made in reliance upon information furnished to the Fund by the
Company or (iii) may be based on any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering insurance products sold by the Company, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of the Fund; provided,
however, that in no case (i) is the Fund's indemnity in favor of a director or
officer or any other person deemed to protect such director or officer or other
person against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations
and duties under this Agreement or (ii) is the Fund to be liable under its
indemnity agreement contained in this Paragraph 5 with respect to any claims
made against the Company or any such director, officer or controlling person
unless it or such director, officer or controlling person, as the case may be,
shall have notified the Fund in writing pursuant to Paragraph 10 within a
reasonable time after the summons
8
<PAGE>
or other first legal process giving information of the nature of the claim shall
have been served upon it or upon such director, officer or controlling person
(or after the Company or such director, officer or controlling person shall have
received notice of such service on any designated agent), but failure to notify
the Fund of any claim shall not relieve it from any liability which it may have
to the person against whom such action is brought otherwise than on account of
its indemnity agreement contained in this Paragraph. The Fund will be entitled
to participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Company, its directors, officers or controlling
person or persons, defendant or defendants, in the suit. In the event the Fund
elects to assume the defense of any such suit and retain such counsel, the
Company, its directors, officers or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Fund does not elect to assume the
defense of any such suit, it will reimburse the Company or such directors,
officers or controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them. The Fund
agrees promptly to notify the Company pursuant to Paragraph 10 of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.
9
<PAGE>
6. Procedure for Resolving Irreconcilable Conflicts.
(a) The Trustees of the Fund will monitor the operations of the Fund
for the existence of any material irreconcilable conflict among the interests of
all the contract holders and Policy owners of Variable Insurance Products (the
"Participants") of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise, among other things, from: (a) an
action by any state insurance regulatory authority; (b) a change in applicable
insurance laws or regulations; (c) a tax ruling or provision of the Internal
Revenue Code or the regulations thereunder; (d) any other development relating
to the tax treatment of insurers, contract holders or policy owners or
beneficiaries of Variable Insurance Products; (e) the manner in which the
investments of any Portfolio are being managed; (f) a difference in voting
instructions given by variable annuity contract holders, on the one hand, and
variable life insurance policy owners, on the other hand, or by the contract
holders or policy owners of different participating insurance companies; or (g)
a decision by an insurer to override the voting instructions of Participants.
(b) The Company will be responsible for reporting any potential or
existing conflicts to the Trustees of the Fund. The Company will be responsible
for assisting the Trustees in carrying out their responsibilities under this
Paragraph 6(b) and Paragraph 6(a), by providing the Trustees with all
information reasonably necessary for the Trustees to consider the issues raised.
The Fund will also request its investment adviser to report to the Trustees any
such conflict which comes to the attention of the adviser.
10
<PAGE>
(c) If it is determined by a majority of the Trustees of the Fund, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists involving the Company, the Company shall, at its expense, and to the
extent reasonably practicable (as determined by a majority of the disinterested
Trustees), take whatever steps are necessary to eliminate the irreconcilable
material conflict, including withdrawing the assets allocable to some or all of
the separate accounts from the Fund or any Portfolio and reinvesting such assets
in a different investment medium, including another Portfolio of the Fund,
offering to the affected Participants the option of making such a change or
establishing a new funding medium including a registered investment company.
For purposes of this Paragraph 6(c), the Trustees, or the disinterested
Trustees, shall determine whether or not any proposed action adequately remedies
any irreconcilable material conflict. In the event of a determination of the
existence of an irreconcilable material conflict, the Trustees shall cause the
Fund to take such action, such as the establishment of one or more additional
Portfolios, as they in their sole discretion determine to be in the interest of
all shareholders and Participants in view of all applicable factors, such as
cost, feasibility, tax, regulatory and other considerations. In no event will
the Fund be required by this Paragraph 6(c) to establish a new funding medium
for any variable contract or policy.
The Company shall not be required by this Paragraph 6(c) to establish a
new funding medium for any variable contract or policy if an offer to do so has
been declined by a vote of a majority of the Participants materially adversely
affected by the material
11
<PAGE>
irreconcilable conflict. The Company will recommend to its Participants that
they decline an offer to establish a new funding medium only if the Company
believes it is in the best interest of the Participants.
(d) The Trustees' determination of the existence of an irreconcilable
material conflict and its implications promptly shall be communicated to all
Participating Insurance Companies by written notice thereof delivered or mailed,
first class postage prepaid.
7. Voting Privileges.
The Company shall be responsible for assuring that its separate account or
accounts participating in the Fund shall use a calculation method of voting
procedures substantially the same as the following: those Participants permitted
to give Instructions and the number of Shares for which instructions may be
given will be determined as of the record date for the Fund shareholders'
meeting, which shall not be more than 60 days before the date of the meeting.
Whether or not voting instructions are actually given by a particular
Participant, all Fund shares held in any separate account or sub-account thereof
and attributable to policies will be voted for, against, or withheld from voting
on any proposition in the same proportion as (i) the aggregate record date cash
value held in such sub-account for policies giving instructions, respectively,
to vote for, against, or withhold votes on such proposition, bears to (ii) the
aggregate record date cash value held in the sub-account for all policies for
which voting instructions are received. Participants continued in effect under
lapse options will not be permitted to give voting instructions.
12
<PAGE>
Shares held in any other insurance company general or separate account or
sub-account thereof will be voted in the proportion specified in the second
preceding sentence for shares attributable to policies.
8. Duration and Termination.
This Agreement shall remain in force one year from the date of its
execution (such date and any anniversary of such date being hereinafter called a
"Renegotiation Date"), and from year to year thereafter provided that neither
the Company nor the Fund shall have given written notice to the other within
thirty (30) days prior to a Renegotiation Date that it desires to renegotiate
the amount of contribution to capital due hereunder ("Renegotiation Notice"). If
a Renegotiation Notice is properly given as aforesaid and the Fund and the
Company shall fail, within sixty (60) days after the Renegotiation Date, either
to enter into an amendment to this Agreement or a written acknowledgment that
the Agreement shall continue in effect, this Agreement shall terminate as of the
one hundred twentieth day after such Renegotiation Date. If this Agreement is so
terminated, the Fund may, at any time thereafter, automatically redeem the
Shares of any Portfolio held by a Participating Shareholder. This Agreement may
be terminated at any time, at the option of either of the Company or the Fund,
when neither the Company, any insurance company nor the separate account or
accounts of such insurance company which is an affiliate thereof which is not a
Participating Insurance Company own any Shares of the Fund or may be terminated
by either party to the Agreement upon a determination by a majority of the
Trustees of the Fund, or a majority of its disinterested Trustees, following
certification
13
<PAGE>
thereof by a Participating Insurance Company given in accordance with Paragraph
10 that an irreconcilable conflict exists among the interests of (i) all
contract holders and policy holders of Variable Insurance Products of all
separate accounts or (ii) the interests of the Participating Insurance Companies
investing in the Fund. Notwithstanding anything to the contrary in this
Agreement or its termination as provided herein, the Company's obligation to
make a capital contribution to the Fund in accordance with this Agreement at the
time in effect shall continue (i) following a properly given Renegotiation
Notice, in the absence of agreement otherwise, until termination of this
Agreement, and (ii) (except termination due to the existence of an
irreconcilable conflict), following termination of this Agreement, until the
later of the fifth anniversary of the date of this Agreement or the date on
which the Company, its separate account(s) or the separate account(s) of any
affiliated insurance company owns no Shares.
9. Compliance.
The Fund will comply with the provisions of Section 4240(a) of the New
York Insurance Law.
Each Portfolio of the Fund will comply with the provisions of Section
817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), relating
to diversification requirements for variable annuity, endowment and life
insurance contracts. Specifically, each Portfolio will comply with either (i)
the requirement of Section 817(h)(1) of the Code that its assets be adequately
diversified, or (ii) the "Safe Harbor for Diversification" specified in Section
817(h)(2) of the Code, or (iii) the diversification requirement of Section
817(h)(1) of the Code by
14
<PAGE>
having all or part of its assets invested in U.S. Treasury securities which
qualify for the "Special Rule for Investments in United States Obligations"
specified in Section 817(h)(3) of the Code.
The provisions of Paragraphs 6 and 7 of this Agreement shall be
interpreted in a manner consistent with any Rule or order of the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended,
applicable to the parties hereto.
No Shares of any Portfolio of the Fund may be sold to the general public.
10. Notices.
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
Scudder Variable Life Investment Fund
175 Federal Street
Boston, Massachusetts 02110
(617) 482-3990
Attn: David B. Watts
If to the Company:
15
<PAGE>
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
12. Miscellaneous.
The name "Scudder Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended, and all persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund. No Portfolio shall
be liable for any obligations properly attributable to any other Portfolio.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
13. Entire Agreement.
This Agreement incorporates the entire understanding and agreement among
the parties hereto, and supersedes any and all prior understandings and
agreements between the parties hereto with respect to the subject matter hereof.
16
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the ___ day of _________, 1993.
SEAL SCUDDER VARIABLE LIFE
INVESTMENT FUND
By:_______________________________
David B. Watts
President
SEAL
By:_______________________________
Its:______________________________
17
EXHIBIT 9(c)(10)
FIRST AMENDMENT TO
FUND PARTICIPATION AGREEMENT
This First Amendment, executed as of the 19th day of February, 1993,, is by and
between Aetna Life Insurance and Annuity Company (the "Company") and Scudder
Variable Life Investment Fund (the "Fund").
WHEREAS, the Company and the Fund are parties to a Fund Participation Agreement
(the "Agreement") dated April 27, 1992; and
WHEREAS, the Company and the Fund now desire to modify the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:
1. The parties agree that shares of the Scudder Variable Life Investment Fund
- Managed International Portfolio shall be made available to serve as an
underlying investment medium for Aetna Life Insurance and Annuity Company
Variable Life Account B for variable life insurance contracts ("Variable
Life Contracts") of the Company.
2. The opening paragraph of the Agreement is hereby amended as follows:
PARTICIPATION AGREEMENT (the "Agreement") made by and between
SCUDDER VARIABLE LIFE INVESTMENT FUND (the "Fund"), a Massachusetts
business trust created under a Declaration of Trust dated March 15,
1985, as amended, with a principal place of business in Boston,
Massachusetts and Aetna Life Insurance and Annuity Company, a
Connecticut corporation (The "Company"), with a principal place of
business in Hartford, Connecticut on behalf of the Company's
Variable Life Account B and Variable Annuity Account C (the
"Accounts"), separate accounts of the Company.
3. All references in the Agreement to the defined term "Accounts" shall be
deemed to include Variable Life Account B and Variable Annuity Account C.
4. In the event that there is any conflict between the terms of this First
Amendment and the Agreement, it is the intention of the parties hereto
that the terms of this First Amendment shall control, and the Agreement
shall be interpreted on that basis. To the extent that the provisions of
the Agreement have not been amended by this First Amendment, the parties
hereto hereby confirm and ratify the Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first above written.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
BY: /s/ Thomas L. West Jr.
----------------------------
Name: Thomas L. West Jr.
----------------------
Title: Senior Vice President
----------------------
SCUDDER VARIABLE LIFE INVESTMENT FUND
BY: /s/ David B. Watts
----------------------------
Name: David B. Watts
----------------------
Title: President
----------------------
EXHIBIT 9(c)(11)
SECOND AMENDMENT
to the
FUND PARTICIPATION AGREEMENT
This Second Amendment, dated August 13, 1993 by and between AEtna Life Insurance
and Annuity Company (the "Company") and Scudder Variable Life Investment Fund
(the "Fund"), is as follows:
WHEREAS, the Company and the Fund are parties to a Participation Agreement dated
April 27, 1992, as amended by the First Amendment to Fund Participation
Agreement dated February 19, 1993 (the "Agreement")
WHEREAS, the Company and the Fund now desire to modify the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties hereto agree as follows:
1. Shares of the Scudder Variable Life Investment Fund International
Portfolio shall be made available to serve as an underlying
investment medium for any Separate Account of AEtna Life Insurance
and Annuity Company which funds variable annuity or variable life
insurance contracts of the Company, upon written notice duly given
to the Fund in accordance with the terms of Section 10 of the
Agreement.
2. The opening paragraph of the Agreement is hereby amended as follows:
PARTICIPATION AGREEMENT (the "Agreement") made by and between
SCUDDER VARIABLE LIFE INVESTMENT FUND (the "Fund"), a
Massachusetts business trust created under a Declaration of
Trust dated March 15, 1985, as amended, with a principal place
of business in Boston, Massachusetts and AEtna Life Insurance
and Annuity Company, a Connecticut corporation (the
"Company"), with a principal place of business in Hartford,
Connecticut on behalf of the Company's Variable Life Account B
and Variable Annuity Accounts B, C and D, and any other
separate account of the Company, as designated by the Company
from time to time, upon written notice to the Fund in
accordance with Section 10 herein (the "Account").
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first above written.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Thomas L. West, Jr.
------------------------------------
Name: Thomas L. West, Jr.
Title: Senior Vice President
SCUDDER VARIABLE LIFE INVESTMENT FUND
By: /s/ David B. Watts
------------------------------------
Name: David B. Watts
Title: President
2
EXHIBIT 9(c)(12)
FIRST AMENDMENT
to the
PARTICIPATION AGREEMENT
This First Amendment, executed as of the 13th day of August, 1993, is by and
among Mutual of America Life Insurance Company (the "Company"), The American
Life Insurance Company of New York (the "Subsidiary") and Scudder Variable Life
Investment Fund (the "Fund"); and
WHEREAS, the Company and the Fund are parties to a Participation Agreement dated
December 30, 1988 on behalf of Separate Account No. 1 (the "Agreement")
WHEREAS, the Subsidiary, an indirect wholly-owned subsidiary of the Company, is
engaged in the business of selling variable annuity contracts to entities
engaged in business for both profit and not-for-profit, while the Company is
engaged in the business of selling products to not-for-profit entities.
WHEREAS, the Company and the Fund now desire to modify the Agreements to extend
the terms and conditions of the Agreements to the Subsidiary.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. The opening paragraph of the Agreement is hereby amended to read as
follows:
PARTICIPATION AGREEMENT (the "Agreement") made by and among
SCUDDER VARIABLE LIFE INVESTMENT FUND (the "Fund"), a
Massachusetts business trust created under a Declaration of
Trust dated March 15, 1985, as amended, with a principal place
of business in Boston, Massachusetts, MUTUAL OF AMERICA LIFE
INSURANCE COMPANY1 a New York corporation, and THE AMERICAN
LIFE INSURANCE COMPANY OF NEW YORK, a New York corporation,
(together, the "Company"), each with a principal place of
business in New York, New York on behalf of each of their
Separate Accounts No. 1 (together, the "Account")
2. Any notice given to the Subsidiary pursuant to Section 10 of the
Agreement shall be given to The American Life Insurance Company of
New York, 666 Fifth Avenue, New York, NY 10103; Attention Law
Department.
<PAGE>
3. The following paragraph is hereby added to Section 12.
Miscellaneous:
The American Life Insurance Company of New York is an indirect
wholly-owned subsidiary of Mutual of America Life Insurance
Company, and each Company shall be jointly and severally
responsible for obligations of the Company under the
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the date first above written.
SCUDDER VARIABLE LIFE INVESTMENT FUND
By: /s/ David B. Watts
---------------------------------
Name: David B. Watts
Title: President
MUTUAL OF AMERICA LIFE INSURANCE COMPANY
By: /s/ [Illegible]
---------------------------------
Name:
Title:
THE AMERICAN LIFE INSURANCE COMPANY OF
NEW YORK
By: /s/ [Illegible]
---------------------------------
Name:
Title:
2
EXHIBIT 9(c)(13)
FIRST AMENDMENT
to the
PARTICIPATION AGREEMENT
This First Amendment, dated September 30, 1993 by and between The Union Central
Life Insurance Company (the "Company") and Scudder Variable Life Investment Fund
(the "Fund"), is as follows:
WHEREAS, the Company and the Fund are parties to a Participation Agreement dated
February 18, 1992 (the "Agreement").
WHEREAS, the Company and the Fund now desire to modify the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Shares of the Fund shall be made available as an underlying
investment medium for any separate account of the Company upon
written notice duly given to the Fund in accordance with the terms
of Section 10 of the Agreement.
2. The opening paragraph of the Agreement 15 hereby amended as follows:
PARTICIPATION AGREEMENT (the "Agreement") made by and
between SCUDDER VARIABLE LIFE INVESTMENT FUND (the "Fund"), a
Massachusetts business trust created under a Declaration of
Trust dated March 15, 1985, as amended, with a principal place
of business in Boston, Massachusetts and The Union Central
Life Insurance Company, an Ohio corporation (the "Company"),
with a principal place of business in Cincinnati, Ohio on
behalf of the Carillon Account, a separate account of the
Company, and any other separate account of the Company, as
designated by the Company from time to time, upon written
notice to the Fund in accordance with Section 10 herein (each,
an "Account")
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the date first above written.
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY
By: /s/ John F. Labmeier
------------------------------------
Name: John F. Labmeier
Title: [Illegible] Vice President
SCUDDER VARIABLE LIFE INVESTMENT FUND
By: David B. Watts
------------------------------------
Name: David B. Watts
Title: President
2
Exhibit 9(d)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT made on ________________________ between Scudder Variable Life
Investment Fund, a registered investment company with its principal place of
business in Boston, Massachusetts (hereinafter called the "Fund), and Scudder
Fund Distributors, Inc., with its principal place of business in Boston,
Massachusetts (hereinafter called "SFD").
WHEREAS, pursuant to an underwriting agreement dated July 12, 1985, SFD is the
principal underwriter for the Fund;
WHEREAS, the fund has need for certain accounting and pricing services which SFD
is willing and able to provide in conjunction with the services as underwriter
as aforesaid;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
SFD agree as follows:
Section 1. Duties of SFD - General
a. Maintain and preserve accounts, books, records and other documents
as are required of the Fund under Section 31 of the Investment
Company Act of 1940 and Rules 31a-1 and 31a-2 thereunder;
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's net
asset value;
c. Render statements or copies of records from time to time as
requested by the Fund
d. Facilitate audits of accounts by the Fund's auditors or by any other
auditors employed or engaged by the Fund or by any regulatory body
with jurisdiction over the Fund;
e. Compute the Fund's net asset value per share and, if applicable, its
public offering price and/or its rates and yields, and notify the
Fund and such other persons as the Fund may reasonably request of
the net asset value per share, the public offering price and/or the
yield.
Section 2. Valuation of Securities
Securities will be valued in accordance with the specific provisions of
the Fund's prospectus. In general, consistent with the Fund's prospectus,
securities listed on an exchange will be valued on the basis of the last
sale prior to the time the valuation is made.
<PAGE>
Quotations will be taken from the exchange where the security is primarily
traded. Over-the-counter securities for which market quotations are
readily available will be valued at the mean between the current bid and
asked prices. Securities for which market quotations are not readily
available will be valued at fair market value as determined by the Fund.
SFD may use one or more external pricing services providing that the Fund
is notified in advance of such use.
Section 3. Computation of Net Asset Value, Public Offering Price, Rates and
Yields
SFD will compute the Fund's net asset value in a manner consistent with
the specific provisions of the Fund's prospectus. In general, such
computation will be made by dividing the value of the Fund's portfolio
securities, cash and any other assets, less its liabilities, by the number
of shares of the Fund outstanding. Such computation will be made as of the
close of business on the New York Stock Exchange each day, Monday through
Friday, exclusive of national business holidays and other days on which
the New York Stock Exchange is not open for business. If applicable, SFD
will also compute the public offering price by dividing the net asset
value per share by the appropriate factor as provided by the Fund.
SFD will compute the daily rates and yields, if applicable by
dividing the amount of income earned for the day, net of the expenses and
subject to expense limitations, by the number of shares outstanding to
provide the rate. The current yield will computed by multiplying the daily
rate by the number of days in the year. Seven-day and thirty-day yields
will be computed by averaging the rates for the most recent seven-day and
thirty-day periods and multiplying the averae rate by the number of days
in the year.
Section 4. SFD's Reliance on Instructions and Advice
In maintaining the Fund's books of account and making the necesary
computations SFD shall be entitled to receive, and may rely upon,
information furnished it by any authorized officer of the Fund relating
to:
a. The manner and amount of accrual of expenses other than management
fees to be recorded on the books of the Fund;
b. The source of quotations to be used for such securities as may not
be availale through SFD's normal pricing services;
-2-
<PAGE>
c. The value to be assigned to any asset for which no price quotations
are readily available;
d. If applicable, the manner of computation of the public offering
price and such other computations as may be necessary;
e. Notification of transactions in portfolio securities.
SFD shall be entitled to rely upon any certificate, letter or other
instrument or telephone call reasonably believed by SFD to be genuine and
to have been properly made or signed by an officer or other authorized
agent of the Fund, and shall be entitled to receive as conclusive proof of
any fact or matter required to be ascertained by it hereunder a
certificate signed by an officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
SFD shall be entitled to receive an act upon advice of Counsel (which may
be Counsel for the Fund) at the expense of the Fund and shall be without
liability for any action taken or thing done in good faith in reliance
upon such advice.
The Fund agrees to furnish SFD with a copy of the Fund's prospectus as in
effect from time to time.
Section 5. Indemnification
The Fund agrees to indemnify and hold harmless SFD and its employees,
agents and nominee from all taxes, charges, expenses, assessments, claims
and liabilities (including attorney's fees) incurred or assessed against
them in connection with the performance of this Agreement, except such as
may arise from their own negligent action, negligent failure to act or
willful misconduct. The foregoing notwithstanding, SFD will in no event be
liable for any loss resulting from the acts, omissions, lack of financial
responsibility, or failure to perform the obligations of any person or
organization designated by the Fund to be the authorized agent of the Fund
as a party to any transaction.
SFD's responsbility for damage or loss arising from military power, war,
insurrection, or nuclear fission, fusion or radioactivity shall be limited
to the use of SFD's best efforts to recover the Fund's records determined
to be lost, missing or destroyed.
-3-
<PAGE>
Section 6. Compensation and SFD Expenses
SFD Shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in
writing between the two parties. The Bank shall be entitled to recover its
telephone, delivery and other out-of-pocket expenses as incurred.
Section 7. Termination
Either SFD or the Fund may terminate this Agreement by giving 90 days'
written notice in advance to the other. Any termination date is to be no
earlier than four months from the effective date hereof. Upon termination
SFD will turn over to the Fund and cease to retain in SFD files, records
of the calculations of net asset value and all other records pertaining to
its services hereunder.
Section 8. Miscellaneous
This Agreement may not be assigned by the SFD without the consent of the
Fund as authorized or approved by resolution of its Board of Trustees.
In connection with the operation of this Agreement, the Fund and SFD may
agree from time to time on such provisions interpretive of or in addition
to the provisions of this Agreement as in their joint opinions may be
consistent with the general tenor provisions are to be signed by both
parties and annexed hereto, but no such provision shall be deemed to be an
amendment of this Agreement.
Nothing in this Agreement shall give or be construed to give any
stockholder of the Fund any rights against SFD.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the
date first written above.
Executed in several counterparts, each of which is an original.
SCUDDER VARIABLE LIFE INVESTMENT FUND
By: ___________________________________
SCUDDER FUND DISTRIBUTORS, INC.
By: ___________________________________
-5-
Exhibit 9(d)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT made August 1, 1989 between Scudder Variable Life Investment
Fund, a registered investment company with its principal place of business in
Boston, Massachusetts (hereinafter called the "Fund"), and Scudder Fund
Distributors, Inc., with its principal place of business in Boston,
Massachusetts (hereinafter call "SFD").
WHEREAS, pursuant to an underwriting agreement dated July 12, 1985, SFD is the
principal underwriter for the Fund;
WHEREAS, the Fund has need for certain accounting and pricing services which SFD
is willing and able to provide in conjunction with the services as underwriter
as aforesaid;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
SFD agree as follows:
Section 1. Duties of SFD - General
SFD is authorized to act under the terms of this Agreement as the Fund's
agent, and as such SFD will:
a. Maintain and preserve accounts, books, records and other documents
as are required of the Fund under Section 31 of the Investment
Company Act of 1940 and Rules 31a-1 and 31a-2 thereunder;
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's net
asset value;
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund;
d. Facilitate audits of accounts by the Fund's auditors or by any other
auditors employed or engaged by the Fund or by any regulatory body
with jurisdiction over the Fund;
e. Compute the Fund's net asset value per share on each day the New
York Stock Exchange is open for trading and, if applicable, its
public offering price and/or its rates and yields, and notify the
Fund and such other persons as the Fund may reasonably request of
the net asset value per share, the public offering price and/or the
yield.
SFD acknowledges that additional series of the Fund may be established and
that such series, including the existing series, may be terminated from
time to time by action of the Board of Trustees of the Fund. If the
context requires and unless otherwise specifically provided herein, the
term "Fund" as used in this Agreement shall mean, in addition to the
existing series, each subsequently created separate series, as the Board
of Trustees of the Fund shall designate at its discretion and as to which
such Board shall have appointed SFD as the fund accounting services agent
and as to which SFD shall have accepted such appointment.
Section 2. Valuation of Securities
Securities will be valued in accordance with the specific provisions of
the Fund's Registration Statement on Form N-1A, as amended from time to
time (the "Fund's Registration Statement, such term also to include, if
applicable, each separate series' registration statement"). In general,
consistent with the Fund's prospectus, securities listed on an exchange
will be valued on the basis of the last sale prior to the time the
valuation is made. Quotations will be taken from the exchange where the
security is primarily traded. Over-the-counter securities for which market
quotations are readily available will be valued at the mean between the
current bid and asked prices. Securities for which market quotations are
not readily available will be valued at fair market value as determined by
the Fund. SFD may use one or more external pricing services providing that
the Fund is notified in advance of such use.
<PAGE>
Section 3. Computation of Net Asset Value, Public Offering Price, Rates and
Yields
SFD will compute the Fund's net asset value in a manner consistent with
the specific provisions of the Fund's Registration Statement. In general,
such computation will be made by dividing the value of the Fund's
portfolio securities, cash and any other assets, less its liabilities, by
the number of shares of the Fund outstanding. Such computation will be
made as of the close of business on the New York Stock Exchange each day,
Monday through Friday, exclusive of national business holidays and other
days on which the New York Stock Exchange is not open for business. If
applicable, SFD will also compute the public offering price by dividing
the net asset value per share by the appropriate factor as provided by the
Fund.
SFD will compute the daily rates and yields, if applicable, in accordance
with the methodology set forth in the Fund's Prospectus and Statement of
Additional Information.
Section 4. SFD's Reliance on Instructions and Advice
In maintaining the Fund's books of account and making the necessary
computations SFD shall be entitled to receive, and may rely upon,
information furnished it by any authorized officer of the Fund or other
person certified to SFD as being authorized by the Trustees relating to:
a. The manner and amount of accrual of expenses other than management
fees to be recorded on the books of the Fund;
b. The source of quotations to be used for such securities as may not
be available through SFD's normal pricing services;
c. The value to be assigned to any asset for which no price quotations
are readily available;
d. If applicable, the manner of computation of the public offering
price and such other computations as may be necessary;
e. Notification of transactions in portfolio securities.
SFD shall be entitled to rely upon any certificate, letter or other
instrument or telephone call reasonably believed by SFD to be genuine and
to have been properly made or signed by an officer or other authorized
agent of the Fund, and shall be entitled to receive as conclusive proof of
any fact or matter required to be ascertained by it hereunder a
certificate signed by an officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
SFD shall be entitled to receive and act upon advice of Counsel (which may
be Counsel for the Fund) at the expense of the fund and shall be without
liability for any action taken or thing done in good faith in reliance
upon such advice.
The Fund agrees to furnish SFD with a copy of the Fund's Registration
Statement as in effect from time to time. SFD may conclusively rely on the
most recently delivered Fund's Registration Statement (including relevant
amendments) for all purposes under this Agreement and shall not be liable
to the Fund in acting in reliance thereon.
Section 5. Indemnification
The Fund agrees to indemnify and hold harmless SFD and its employees,
agents and nominee from all taxes, charges, expenses, assessments, claims
and liabilities (including attorney's fees) incurred or assessed against
them in connection with the performance of this Agreement, except such as
may arise from their own negligent action, negligent failure to act or
willful misconduct. The foregoing notwithstanding, SFD will in no event be
liable for any loss resulting from the acts, omissions, lack of financial
responsibility, or failure to perform the obligations of any person or
organization designated by the Fund to be the authorized agent of the Fund
as a party to any transactions.
-2-
<PAGE>
SFD's responsibility for damage or loss arising from military power, war,
insurrection, or nuclear fission, fusion or radioactivity shall be limited
to the use of SFD's best efforts to recover the Fund's records determined
to be lost, missing or destroyed.
Section 6. Compensation and SFD Expenses
SFD shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in
writing between the two parties. SFD shall be entitled to recover its
telephone, delivery and all other out-of-pocket expenses as incurred,
including, without limitation, reasonable attorney's fees.
Section 7. Termination
Either SFD or the Fund may terminate this Agreement by giving 90 days'
written notice in advance to the other. Any termination date is to be no
earlier than four months from the effective date hereof. Upon termination
SFD will turn over to the Fund and cease to retain in SFD files, records
of the calculations of net asset value and all other records pertaining to
its services hereunder, provided, however, SFD in its discretion may make
and retain copies of any and all such records and documents which it
determines appropriate or for its protection.
Section 8. Miscellaneous
This Agreement may not be assigned by the SFD without the consent of the
Fund as authorized or approved by resolution of its Board of Trustees.
In connection with the operation of this Agreement, the Fund and SFD may
agree from time to time on such provisions interpretive of or in addition
to the provisions of this Agreement as in their joint opinions may be
consistent with the general tenor provisions. Any such interpretive or
additional provisions are to be signed by both parties and annexed hereto,
but no such provision shall be deemed to be an amendment of this
Agreement.
Nothing in this Agreement shall give or be construed to give any
shareholder of the Fund any rights against SFD.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
written above.
Executed in several counterparts, each of which is an original.
SCUDDER VARIABLE LIFE INVESTMENT FUND
By: /s/ Daniel Pierce
------------------------------
Vice President
SCUDDER FUND DISTRIBUTORS, INC.
By: /s/ David S. Lee
------------------------------
President
-3-
Exhibit 9(e)(1)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 1st day of October, 1994 between Scudder Variable
Life Investment Fund (the "Fund"), on behalf of the Money Market Portfolio
(hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston, Massachusetts
and Scudder Fund Accounting Corporation, with its principal place of business in
Boston, Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement as
the Portfolio's fund accounting agent, and as such FUND ACCOUNTING shall:
a. Maintain and preserve all accounts, books, financial records and other
documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 (the "1940 Act") and Rules 31a-1, 31a-2
and 31a-3 thereunder, applicable federal and state laws and any other
law or administrative rules or procedures which may be applicable to
the Fund on behalf of the Portfolio, other than those accounts, books
and financial records required to be maintained by the Fund's
custodian or transfer agent and/or books and records maintained by all
other service providers necessary for the Fund to conduct its business
as a registered [open/closed] -end management investment company. All
such books and records shall be the property of the Fund and shall at
all times during regular business hours be open for inspection by, and
shall be surrendered promptly upon request of, duly authorized
officers of the Fund. All such books and records shall at all times
during regular business hours be open for inspection, upon request of
duly authorized officers of the Fund, by employees or agents of the
Fund and employees and agents of the Securities and Exchange
Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's net
asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the Fund
or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if applicable,
its public offering price and/or its daily dividend rates and money
market yields, in accordance with Section 3 of the Agreement and
notify the Fund and such other persons as the Fund may reasonably
request of the net asset value per share, the public offering price
and/or its daily dividend rates and money market yields.
f. Perform a mark-to-market appraisal in accordance with procedures
adopted by the Board of Trustees pursuant to Rule 2a-7 under the 1940
Act.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's Registration
Statement, as amended or supplemented from time to time (hereinafter
referred to as the "Registration Statement"); (b) the resolutions of the
Board of Trustees of the Fund at the time in force and applicable, as they
may from time to time be delivered to FUND ACCOUNTING, and (c) Proper
Instructions from such officers of the Fund or other persons as are from
time to time authorized by the Board of Trustees of the Fund to give
instructions with respect to computation and determination of the net asset
value. FUND ACCOUNTING may use one or more external pricing services,
including broker-dealers, provided that an appropriate
<PAGE>
officer of the Fund shall have approved such use in advance.
Section 3. Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value, including
net income, in a manner consistent with the specific provisions of the
Registration Statement. Such computation shall be made as of the time or
times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in the
Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the necessary
computations FUND ACCOUNTING shall be entitled to receive, and may rely
upon, information furnished it by means of Proper Instructions, including
but not limited to:
a. The manner and amount of accrual of expenses to be recorded on the
books of the Portfolio;
b. The source of quotations to be used for such securities as may not be
available through FUND ACCOUNTING's normal pricing services;
c. The value to be assigned to any asset for which no price quotations
are readily available;
d. If applicable, the manner of computation of the public offering price
and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to rely
upon, as conclusive proof of any fact or matter required to be ascertained
by it hereunder, a certificate, letter or other instrument signed by an
authorized officer of the Fund or any other person authorized by the Fund's
Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon advice of Counsel
(which may be Counsel for the Fund) at the reasonable expense of the
Portfolio and shall be without liability for any action taken or thing done
in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or other
instrument or telephone call reasonably believed by FUND ACCOUNTING to be
genuine and to have been properly made or signed by any authorized officer
of the Fund or person certified to FUND ACCOUNTING as being authorized by
the Board of Trustees. The Fund, on behalf of the Portfolio, shall cause
oral instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices as from time to time agreed to by an authorized officer
of the Fund and FUND ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the appropriate
person(s) within FUND ACCOUNTING a copy of the Registration Statement as in
effect from time to time. FUND ACCOUNTING may conclusively rely on the
Fund's most recently delivered Registration Statement for all purposes
under this Agreement and shall not be liable to the Portfolio or the Fund
in acting in reliance thereon.
2
<PAGE>
Section 6. Standard of Care and Indemnification
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING
shall not be liable under this Agreement for any error of judgment or
mistake of law made in good faith and consistent with the foregoing
standard of care, provided that nothing in this Agreement shall be deemed
to protect or purport to protect FUND ACCOUNTING against any liability to
the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would
otherwise be subject by reason of willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless
FUND ACCOUNTING and its employees, agents and nominees from all taxes,
charges, expenses, assessments, claims and liabilities (including
reasonable attorneys' fees) incurred or assessed against them in connection
with the performance of this Agreement, except such as may arise from their
own negligent action, negligent failure to act or willful misconduct. The
foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for
any loss resulting from the acts, omissions, lack of financial
responsibility, or failure to perform the obligations of any person or
organization designated by the Fund to be the authorized agent of the
Portfolio as a party to any transactions.
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military power,
war, insurrection or nuclear fission, fusion or radioactivity shall be
limited to the use of FUND ACCOUNTING's best efforts to recover the
Portfolio's records determined to be lost, missing or destroyed.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing by the two parties. FUND ACCOUNTING shall be entitled to recover
its reasonable telephone, courier or delivery service, and all other
reasonable out-of-pocket, expenses as incurred, including, without
limitation, reasonable attorneys' fees and reasonable fees for pricing
services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by an instrument in writing delivered
or mailed to the other party. Such termination shall take effect not sooner
than ninety (90) days after the date of delivery or mailing of such notice
of termination. Any termination date is to be no earlier than four months
from the effective date hereof. Upon termination, FUND ACCOUNTING will turn
over to the Fund or its designee and cease to retain in FUND ACCOUNTING
files, records of the calculations of net asset value and all other records
pertaining to its services hereunder; provided, however, FUND ACCOUNTING in
its discretion may make and retain copies of any and all such records and
documents which it determines appropriate or for its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be deemed
to be exclusive, and it is understood that FUND ACCOUNTING may perform fund
accounting services for others. In acting under this Agreement, FUND
ACCOUNTING shall be an independent contractor and not an agent of the Fund
or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Declaration of Trust, dated March 15, 1985, as amended to date
(the "Declaration"), a copy of
3
<PAGE>
which, together with all amendments thereto, is on file in the Office of
the Secretary of State of the Commonwealth of Massachusetts, provides that
the name "Scudder Variable Life Investment Fund" refers to the Trustees
under the Declaration collectively as trustees and not as individuals or
personally, and that no shareholder of the Fund or the Portfolio, or
Trustee/Director, officer, employee or agent of the Fund shall be subject
to claims against or obligations of the Trust or of the Portfolio to any
extent whatsoever, but that the Trust estate only shall be liable.
FUND ACCOUNTING is expressly put on notice of the limitation of liability
as set forth in the Declaration and FUND ACCOUNTING agrees that the
obligations assumed by the Fund and/or the Portfolio under this Agreement
shall be limited in all cases to the Portfolio and its assets, and FUND
ACCOUNTING shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Fund or the Portfolio or any other
series of the Fund, or from any Trustee/Director, officer, employee or
agent of the Fund. FUND ACCOUNTING understands that the rights and
obligations of the Portfolio under the Declaration are separate and
distinct from those of any and all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such other
person or at such other address as such party may from time to time specify
in writing to the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
Attn: President, Secretary or Treasurer
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the consent
of the Fund as authorized or approved by resolution of its Board of
Trustees.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive of
or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive or
additional provisions shall be in writing, signed by both parties and
annexed hereto, but no such provisions shall be deemed to be an amendment
of this Agreement.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective
4
<PAGE>
officers thereunto duly authorized and its seal to be hereunder affixed as of
the date first written above.
[SEAL] SCUDDER VARIABLE LIFE INVESTMENT FUND,
on behalf of Money Market Portfolio
By:/s/David B. Watts
------------------------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By:/s/Pamela A. McGrath
------------------------------------------
Vice President
5
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
Fund Accounting Service--Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.
I. Annual Fees per Portfolio
Money Market Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.00 Basis Points
Next $850 Million .60 Basis Points
Excess--Over $1 billion .35 Basis Points
A minimum monthly fee of $2,500 will be applied.
Domestic Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
Domestic Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
International Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 6.50 Basis Points
Next $850 Million 4.00 Basis Points
Excess--Over $1 billion 2.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
II. Holdings Charge
For each issue maintained--monthly charge $7.50
III. Portfolio Trades
Money Market Instruments $5.00
Domestic Fixed Income Securities $10.00
Domestic Equity Securities $10.00
Options, Futures and Forward Contracts $25.00
Foreign Equity and Fixed Income Securities $25.00
Foreign Currency Options and Futures Contracts $35.00
Foreign Options and Futures Contracts $35.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made at the end of each month. Out-of-pocket expenses include, telephone,
courier or delivery service, legal fees, fees for pricing services and all
other reasonable out-of-pocket expenses.
Fund/Portfolio Scudder Fund Accounting Corp.
------------------------ --------------------------------
By:/s/David B. Watts By:/s/Pamela A. McGrath
------------------------- -----------------------------
Title: Title:
------------------------- -----------------------------
Date: October 1, 1994 Date: October 1, 1994
------------------------- -----------------------------
Exhibit 9(e)(2)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 1st day of October, 1994 between Scudder Variable
Life Investment Fund (the "Fund"), on behalf of Bond Portfolio (hereinafter
called the "Portfolio"), a registered open-end management investment company
with its principal place of business in Boston, Massachusetts and Scudder Fund
Accounting Corporation, with its principal place of business in Boston,
Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement as
the Portfolio's fund accounting agent, and as such FUND ACCOUNTING shall:
a. Maintain and preserve all accounts, books, financial records and other
documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 (the "1940 Act") and Rules 31a-1, 31a-2
and 31a-3 thereunder, applicable federal and state laws and any other
law or administrative rules or procedures which may be applicable to
the Fund on behalf of the Portfolio, other than those accounts, books
and financial records required to be maintained by the Fund's
custodian or transfer agent and/or books and records maintained by all
other service providers necessary for the Fund to conduct its business
as a registered [open/closed] -end management investment company. All
such books and records shall be the property of the Fund and shall at
all times during regular business hours be open for inspection by, and
shall be surrendered promptly upon request of, duly authorized
officers of the Fund. All such books and records shall at all times
during regular business hours be open for inspection, upon request of
duly authorized officers of the Fund, by employees or agents of the
Fund and employees and agents of the Securities and Exchange
Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's net
asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the Fund
or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if applicable,
its public offering price and/or its daily dividend rates and money
market yields, in accordance with Section 3 of the Agreement and
notify the Fund and such other persons as the Fund may reasonably
request of the net asset value per share, the public offering price
and/or its daily dividend rates and money market yields.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's Registration
Statement, as amended or supplemented from time to time (hereinafter
referred to as the "Registration Statement"); (b) the resolutions of the
Board of Trustees of the Fund at the time in force and applicable, as they
may from time to time be delivered to FUND ACCOUNTING, and (c) Proper
Instructions from such officers of the Fund or other persons as are from
time to time authorized by the Board of Trustees of the Fund to give
instructions with respect to computation and determination of the net asset
value. FUND ACCOUNTING may use one or more external pricing services,
including broker-dealers, provided that an appropriate officer of the Fund
shall have approved such use in advance.
<PAGE>
Section 3. Computation of Net Asset Value, Public Offering Price, Daily Dividend
Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value, including
net income, in a manner consistent with the specific provisions of the
Registration Statement. Such computation shall be made as of the time or
times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in the
Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the necessary
computations FUND ACCOUNTING shall be entitled to receive, and may rely
upon, information furnished it by means of Proper Instructions, including
but not limited to:
a. The manner and amount of accrual of expenses to be recorded on the
books of the Portfolio;
b. The source of quotations to be used for such securities as may not be
available through FUND ACCOUNTING's normal pricing services;
c. The value to be assigned to any asset for which no price quotations
are readily available;
d. If applicable, the manner of computation of the public offering price
and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to rely
upon, as conclusive proof of any fact or matter required to be ascertained
by it hereunder, a certificate, letter or other instrument signed by an
authorized officer of the Fund or any other person authorized by the Fund's
Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon advice of Counsel
(which may be Counsel for the Fund) at the reasonable expense of the
Portfolio and shall be without liability for any action taken or thing done
in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or other
instrument or telephone call reasonably believed by FUND ACCOUNTING to be
genuine and to have been properly made or signed by any authorized officer
of the Fund or person certified to FUND ACCOUNTING as being authorized by
the Board of Trustees. The Fund, on behalf of the Portfolio, shall cause
oral instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices as from time to time agreed to by an authorized officer
of the Fund and FUND ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the appropriate
person(s) within FUND ACCOUNTING a copy of the Registration Statement as in
effect from time to time. FUND ACCOUNTING may conclusively rely on the
Fund's most recently delivered Registration Statement for all purposes
under this Agreement and shall not be liable to the Portfolio or the Fund
in acting in reliance thereon.
Section 6. Standard of Care and Indemnification
2
<PAGE>
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING
shall not be liable under this Agreement for any error of judgment or
mistake of law made in good faith and consistent with the foregoing
standard of care, provided that nothing in this Agreement shall be deemed
to protect or purport to protect FUND ACCOUNTING against any liability to
the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would
otherwise be subject by reason of willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless
FUND ACCOUNTING and its employees, agents and nominees from all taxes,
charges, expenses, assessments, claims and liabilities (including
reasonable attorneys' fees) incurred or assessed against them in connection
with the performance of this Agreement, except such as may arise from their
own negligent action, negligent failure to act or willful misconduct. The
foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for
any loss resulting from the acts, omissions, lack of financial
responsibility, or failure to perform the obligations of any person or
organization designated by the Fund to be the authorized agent of the
Portfolio as a party to any transactions.
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military power,
war, insurrection or nuclear fission, fusion or radioactivity shall be
limited to the use of FUND ACCOUNTING's best efforts to recover the
Portfolio's records determined to be lost, missing or destroyed.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing by the two parties. FUND ACCOUNTING shall be entitled to recover
its reasonable telephone, courier or delivery service, and all other
reasonable out-of-pocket, expenses as incurred, including, without
limitation, reasonable attorneys' fees and reasonable fees for pricing
services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by an instrument in writing delivered
or mailed to the other party. Such termination shall take effect not sooner
than ninety (90) days after the date of delivery or mailing of such notice
of termination. Any termination date is to be no earlier than four months
from the effective date hereof. Upon termination, FUND ACCOUNTING will turn
over to the Fund or its designee and cease to retain in FUND ACCOUNTING
files, records of the calculations of net asset value and all other records
pertaining to its services hereunder; provided, however, FUND ACCOUNTING in
its discretion may make and retain copies of any and all such records and
documents which it determines appropriate or for its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be deemed
to be exclusive, and it is understood that FUND ACCOUNTING may perform fund
accounting services for others. In acting under this Agreement, FUND
ACCOUNTING shall be an independent contractor and not an agent of the Fund
or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Declaration of Trust, dated March 15, 1985, as amended to date
(the "Declaration"), a copy of which, together with all amendments thereto,
is on file in the Office of the Secretary of State of the Commonwealth of
Massachusetts, provides that the name "Scudder Variable Life Investment
Fund" refers
3
<PAGE>
to the Trustees under the Declaration collectively as trustees and not as
individuals or personally, and that no shareholder of the Fund or the
Portfolio, or Trustee/Director, officer, employee or agent of the Fund
shall be subject to claims against or obligations of the Trust or of the
Portfolio to any extent whatsoever, but that the Trust estate only shall be
liable.
FUND ACCOUNTING is expressly put on notice of the limitation of liability
as set forth in the Declaration and FUND ACCOUNTING agrees that the
obligations assumed by the Fund and/or the Portfolio under this Agreement
shall be limited in all cases to the Portfolio and its assets, and FUND
ACCOUNTING shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Fund or the Portfolio or any other
series of the Fund, or from any Trustee/Director, officer, employee or
agent of the Fund. FUND ACCOUNTING understands that the rights and
obligations of the Portfolio under the Declaration are separate and
distinct from those of any and all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or
mailed to the other party at the address of such party set
forth below or to such other person or at such other address
as such party may from time to time specify in writing to
the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
Attn: President, Secretary or Treasurer
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the consent
of the Fund as authorized or approved by resolution of its Board of
Trustees.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive of
or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive or
additional provisions shall be in writing, signed by both parties and
annexed hereto, but no such provisions shall be deemed to be an amendment
of this Agreement.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and its
seal to be hereunder affixed as of the date first written above.
[SEAL] SCUDDER VARIABLE LIFE INVESTMENT FUND,
on behalf of Bond Portfolio
By:/s/David B. Watts
---------------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By:/s/Pamela A. McGrath
----------------------------------
Vice President
5
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
Fund Accounting Service--Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.
I. Annual Fees per Portfolio
Money Market Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.00 Basis Points
Next $850 Million .60 Basis Points
Excess--Over $1 billion .35 Basis Points
A minimum monthly fee of $2,500 will be applied.
Domestic Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
Domestic Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
International Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 6.50 Basis Points
Next $850 Million 4.00 Basis Points
Excess--Over $1 billion 2.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
II. Holdings Charge
For each issue maintained--monthly charge $7.50
III. Portfolio Trades
Money Market Instruments $5.00
Domestic Fixed Income Securities $10.00
Domestic Equity Securities $10.00
Options, Futures and Forward Contracts $25.00
Foreign Equity and Fixed Income Securities $25.00
Foreign Currency Options and Futures Contracts $35.00
Foreign Options and Futures Contracts $35.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made at the end of each month. Out-of-pocket expenses include, telephone,
courier or delivery service, legal fees, fees for pricing services and all
other reasonable out-of-pocket expenses.
Fund/Portfolio Scudder Fund Accounting Corp.
------------------------ --------------------------------
By:/s/David B. Watts By:/s/Pamela A. McGrath
------------------------- -----------------------------
Title: Title:
------------------------- -----------------------------
Date: October 1, 1994 Date: October 1, 1994
------------------------- -----------------------------
Exhibit 9(e)(3)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 1st day of October, 1994 between Scudder Variable
Life Investment Fund (the "Fund"), on behalf of Balanced Portfolio (hereinafter
called the "Portfolio"), a registered open-end management investment company
with its principal place of business in Boston, Massachusetts and Scudder Fund
Accounting Corporation, with its principal place of business in Boston,
Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement as
the Portfolio's fund accounting agent, and as such FUND ACCOUNTING shall:
a. Maintain and preserve all accounts, books, financial records and other
documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 (the "1940 Act") and Rules 31a-1, 31a-2
and 31a-3 thereunder, applicable federal and state laws and any other
law or administrative rules or procedures which may be applicable to
the Fund on behalf of the Portfolio, other than those accounts, books
and financial records required to be maintained by the Fund's
custodian or transfer agent and/or books and records maintained by all
other service providers necessary for the Fund to conduct its business
as a registered [open/closed] -end management investment company. All
such books and records shall be the property of the Fund and shall at
all times during regular business hours be open for inspection by, and
shall be surrendered promptly upon request of, duly authorized
officers of the Fund. All such books and records shall at all times
during regular business hours be open for inspection, upon request of
duly authorized officers of the Fund, by employees or agents of the
Fund and employees and agents of the Securities and Exchange
Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's net
asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the Fund
or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if applicable,
its public offering price and/or its daily dividend rates and money
market yields, in accordance with Section 3 of the Agreement and
notify the Fund and such other persons as the Fund may reasonably
request of the net asset value per share, the public offering price
and/or its daily dividend rates and money market yields.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's Registration
Statement, as amended or supplemented from time to time (hereinafter
referred to as the "Registration Statement"); (b) the resolutions of the
Board of Trustees of the Fund at the time in force and applicable, as they
may from time to time be delivered to FUND ACCOUNTING, and (c) Proper
Instructions from such officers of the Fund or other persons as are from
time to time authorized by the Board of Trustees of the Fund to give
instructions with respect to computation and determination of the net asset
value. FUND ACCOUNTING may use one or more external pricing services,
including broker-dealers, provided that an appropriate officer of the Fund
shall have approved such use in advance.
<PAGE>
Section 3. Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value, including
net income, in a manner consistent with the specific provisions of the
Registration Statement. Such computation shall be made as of the time or
times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in the
Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the necessary
computations FUND ACCOUNTING shall be entitled to receive, and may rely
upon, information furnished it by means of Proper Instructions, including
but not limited to:
a. The manner and amount of accrual of expenses to be
recorded on the books of the Portfolio;
b. The source of quotations to be used for such securities as may not be
available through FUND ACCOUNTING's normal pricing services;
c. The value to be assigned to any asset for which no price quotations
are readily available;
d. If applicable, the manner of computation of the public offering price
and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to rely
upon, as conclusive proof of any fact or matter required to be ascertained
by it hereunder, a certificate, letter or other instrument signed by an
authorized officer of the Fund or any other person authorized by the Fund's
Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon advice of Counsel
(which may be Counsel for the Fund) at the reasonable expense of the
Portfolio and shall be without liability for any action taken or thing done
in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or other
instrument or telephone call reasonably believed by FUND ACCOUNTING to be
genuine and to have been properly made or signed by any authorized officer
of the Fund or person certified to FUND ACCOUNTING as being authorized by
the Board of Trustees. The Fund, on behalf of the Portfolio, shall cause
oral instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices as from time to time agreed to by an authorized officer
of the Fund and FUND ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the appropriate
person(s) within FUND ACCOUNTING a copy of the Registration Statement as in
effect from time to time. FUND ACCOUNTING may conclusively rely on the
Fund's most recently delivered Registration Statement for all purposes
under this Agreement and shall not be liable to the Portfolio or the Fund
in acting in reliance thereon.
Section 6. Standard of Care and Indemnification
2
<PAGE>
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING
shall not be liable under this Agreement for any error of judgment or
mistake of law made in good faith and consistent with the foregoing
standard of care, provided that nothing in this Agreement shall be deemed
to protect or purport to protect FUND ACCOUNTING against any liability to
the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would
otherwise be subject by reason of willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless
FUND ACCOUNTING and its employees, agents and nominees from all taxes,
charges, expenses, assessments, claims and liabilities (including
reasonable attorneys' fees) incurred or assessed against them in connection
with the performance of this Agreement, except such as may arise from their
own negligent action, negligent failure to act or willful misconduct. The
foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for
any loss resulting from the acts, omissions, lack of financial
responsibility, or failure to perform the obligations of any person or
organization designated by the Fund to be the authorized agent of the
Portfolio as a party to any transactions.
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military power,
war, insurrection or nuclear fission, fusion or radioactivity shall be
limited to the use of FUND ACCOUNTING's best efforts to recover the
Portfolio's records determined to be lost, missing or destroyed.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing by the two parties. FUND ACCOUNTING shall be entitled to recover
its reasonable telephone, courier or delivery service, and all other
reasonable out-of-pocket, expenses as incurred, including, without
limitation, reasonable attorneys' fees and reasonable fees for pricing
services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by an instrument in writing delivered
or mailed to the other party. Such termination shall take effect not sooner
than ninety (90) days after the date of delivery or mailing of such notice
of termination. Any termination date is to be no earlier than four months
from the effective date hereof. Upon termination, FUND ACCOUNTING will turn
over to the Fund or its designee and cease to retain in FUND ACCOUNTING
files, records of the calculations of net asset value and all other records
pertaining to its services hereunder; provided, however, FUND ACCOUNTING in
its discretion may make and retain copies of any and all such records and
documents which it determines appropriate or for its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be deemed
to be exclusive, and it is understood that FUND ACCOUNTING may perform fund
accounting services for others. In acting under this Agreement, FUND
ACCOUNTING shall be an independent contractor and not an agent of the Fund
or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Declaration of Trust, dated March 15, 1985, as amended to date
(the "Declaration"), a copy of which, together with all amendments thereto,
is on file in the Office of the Secretary of State of the Commonwealth of
Massachusetts, provides that the name "Scudder Variable Life Investment
Fund" refers
3
<PAGE>
to the Trustees under the Declaration collectively as trustees and not as
individuals or personally, and that no shareholder of the Fund or the
Portfolio, or Trustee/Director, officer, employee or agent of the Fund
shall be subject to claims against or obligations of the Trust or of the
Portfolio to any extent whatsoever, but that the Trust estate only shall be
liable.
FUND ACCOUNTING is expressly put on notice of the limitation of liability
as set forth in the Declaration and FUND ACCOUNTING agrees that the
obligations assumed by the Fund and/or the Portfolio under this Agreement
shall be limited in all cases to the Portfolio and its assets, and FUND
ACCOUNTING shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Fund or the Portfolio or any other
series of the Fund, or from any Trustee/Director, officer, employee or
agent of the Fund. FUND ACCOUNTING understands that the rights and
obligations of the Portfolio under the Declaration are separate and
distinct from those of any and all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such other
person or at such other address as such party may from time to time specify
in writing to the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
Attn: President, Secretary or Treasurer
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the consent
of the Fund as authorized or approved by resolution of its Board of
Trustees.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive of
or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive or
additional provisions shall be in writing, signed by both parties and
annexed hereto, but no such provisions shall be deemed to be an amendment
of this Agreement.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized and its seal to be
hereunder affixed as of the date first written above.
[SEAL] SCUDDER VARIABLE LIFE INVESTMENT FUND,
on behalf of Balanced Portfolio
By:/s/David B. Watts
--------------------------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By:/s/Pamela A. McGrath
--------------------------------------------
Vice President
5
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
Fund Accounting Service--Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.
I. Annual Fees per Portfolio
Money Market Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.00 Basis Points
Next $850 Million .60 Basis Points
Excess--Over $1 billion .35 Basis Points
A minimum monthly fee of $2,500 will be applied.
Domestic Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
Domestic Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
International Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 6.50 Basis Points
Next $850 Million 4.00 Basis Points
Excess--Over $1 billion 2.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
II. Holdings Charge
For each issue maintained--monthly charge $7.50
III. Portfolio Trades
Money Market Instruments $5.00
Domestic Fixed Income Securities $10.00
Domestic Equity Securities $10.00
Options, Futures and Forward Contracts $25.00
Foreign Equity and Fixed Income Securities $25.00
Foreign Currency Options and Futures Contracts $35.00
Foreign Options and Futures Contracts $35.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made at the end of each month. Out-of-pocket expenses include, telephone,
courier or delivery service, legal fees, fees for pricing services and all
other reasonable out-of-pocket expenses.
Fund/Portfolio Scudder Fund Accounting Corp.
------------------------ --------------------------------
By:/s/David B. Watts By:/s/Pamela A. McGrath
------------------------- -----------------------------
Title: Title:
------------------------- -----------------------------
Date: October 1, 1994 Date: October 1, 1994
------------------------- -----------------------------
Exhibit 9(e)(4)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 1st day of October, 1994 between Scudder Variable
Life Investment Fund (the "Fund"), on behalf of Growth and Income Portfolio
(hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston, Massachusetts
and Scudder Fund Accounting Corporation, with its principal place of business in
Boston, Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement
as the Portfolio's fund accounting agent, and as such FUND ACCOUNTING
shall:
a. Maintain and preserve all accounts, books, financial records and
other documents as are required of the Fund under Section 31 of
the Investment Company Act of 1940 (the "1940 Act") and Rules
31a-1, 31a-2 and 31a-3 thereunder, applicable federal and state
laws and any other law or administrative rules or procedures
which may be applicable to the Fund on behalf of the Portfolio,
other than those accounts, books and financial records required
to be maintained by the Fund's custodian or transfer agent and/or
books and records maintained by all other service providers
necessary for the Fund to conduct its business as a registered
[open/closed] -end management investment company. All such books
and records shall be the property of the Fund and shall at all
times during regular business hours be open for inspection by,
and shall be surrendered promptly upon request of, duly
authorized officers of the Fund. All such books and records shall
at all times during regular business hours be open for
inspection, upon request of duly authorized officers of the Fund,
by employees or agents of the Fund and employees and agents of
the Securities and Exchange Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's
net asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the
Fund or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if
applicable, its public offering price and/or its daily dividend
rates and money market yields, in accordance with Section 3 of
the Agreement and notify the Fund and such other persons as the
Fund may reasonably request of the net asset value per share, the
public offering price and/or its daily dividend rates and money
market yields.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's
Registration Statement, as amended or supplemented from time to time
(hereinafter referred to as the "Registration Statement"); (b) the
resolutions of the Board of Trustees of the Fund at the time in force
and applicable, as they may from time to time be delivered to FUND
ACCOUNTING, and (c) Proper Instructions from such officers of the Fund
or other persons as are from time to time authorized by the Board of
Trustees of the Fund to give instructions with respect to computation
and determination of the net asset value. FUND ACCOUNTING may use one
or more external pricing services, including broker-dealers, provided
that an appropriate officer of the Fund shall have approved such use in
advance.
<PAGE>
Section 3. Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value,
including net income, in a manner consistent with the specific
provisions of the Registration Statement. Such computation shall be
made as of the time or times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in
the Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the
necessary computations FUND ACCOUNTING shall be entitled to receive,
and may rely upon, information furnished it by means of Proper
Instructions, including but not limited to:
a. The manner and amount of accrual of expenses to be recorded on
the books of the Portfolio;
b. The source of quotations to be used for such securities as may
not be available through FUND ACCOUNTING's normal pricing
services;
c. The value to be assigned to any asset for which no price
quotations are readily available;
d. If applicable, the manner of computation of the public offering
price and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to
rely upon, as conclusive proof of any fact or matter required to be
ascertained by it hereunder, a certificate, letter or other instrument
signed by an authorized officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon advice of
Counsel (which may be Counsel for the Fund) at the reasonable expense
of the Portfolio and shall be without liability for any action taken or
thing done in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or
other instrument or telephone call reasonably believed by FUND
ACCOUNTING to be genuine and to have been properly made or signed by
any authorized officer of the Fund or person certified to FUND
ACCOUNTING as being authorized by the Board of Trustees. The Fund, on
behalf of the Portfolio, shall cause oral instructions to be confirmed
in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices as from time
to time agreed to by an authorized officer of the Fund and FUND
ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the
appropriate person(s) within FUND ACCOUNTING a copy of the Registration
Statement as in effect from time to time. FUND ACCOUNTING may
conclusively rely on the Fund's most recently delivered Registration
Statement for all purposes under this Agreement and shall not be liable
to the Portfolio or the Fund in acting in reliance thereon.
Section 6. Standard of Care and Indemnification
2
<PAGE>
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND
ACCOUNTING shall not be liable under this Agreement for any error of
judgment or mistake of law made in good faith and consistent with the
foregoing standard of care, provided that nothing in this Agreement
shall be deemed to protect or purport to protect FUND ACCOUNTING
against any liability to the Fund, the Portfolio or its shareholders to
which FUND ACCOUNTING would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties,
or by reason of its reckless disregard of its obligations and duties
hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold
harmless FUND ACCOUNTING and its employees, agents and nominees from
all taxes, charges, expenses, assessments, claims and liabilities
(including reasonable attorneys' fees) incurred or assessed against
them in connection with the performance of this Agreement, except such
as may arise from their own negligent action, negligent failure to act
or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING
will in no event be liable for any loss resulting from the acts,
omissions, lack of financial responsibility, or failure to perform the
obligations of any person or organization designated by the Fund to be
the authorized agent of the Portfolio as a party to any transactions.
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military
power, war, insurrection or nuclear fission, fusion or radioactivity
shall be limited to the use of FUND ACCOUNTING's best efforts to
recover the Portfolio's records determined to be lost, missing or
destroyed.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be agreed
upon in writing by the two parties. FUND ACCOUNTING shall be entitled
to recover its reasonable telephone, courier or delivery service, and
all other reasonable out-of-pocket, expenses as incurred, including,
without limitation, reasonable attorneys' fees and reasonable fees for
pricing services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until terminated
as hereinafter provided, may be amended at any time by mutual agreement
of the parties hereto and may be terminated by an instrument in writing
delivered or mailed to the other party. Such termination shall take
effect not sooner than ninety (90) days after the date of delivery or
mailing of such notice of termination. Any termination date is to be no
earlier than four months from the effective date hereof. Upon
termination, FUND ACCOUNTING will turn over to the Fund or its designee
and cease to retain in FUND ACCOUNTING files, records of the
calculations of net asset value and all other records pertaining to its
services hereunder; provided, however, FUND ACCOUNTING in its
discretion may make and retain copies of any and all such records and
documents which it determines appropriate or for its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be
deemed to be exclusive, and it is understood that FUND ACCOUNTING may
perform fund accounting services for others. In acting under this
Agreement, FUND ACCOUNTING shall be an independent contractor and not
an agent of the Fund or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Declaration of Trust, dated March 15, 1985, as amended to
date (the "Declaration"), a copy of which, together with all amendments
thereto, is on file in the Office of the Secretary of State of the
Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration
3
<PAGE>
collectively as trustees and not as individuals or personally, and that
no shareholder of the Fund or the Portfolio, or Trustee/Director,
officer, employee or agent of the Fund shall be subject to claims
against or obligations of the Trust or of the Portfolio to any extent
whatsoever, but that the Trust estate only shall be liable.
FUND ACCOUNTING is expressly put on notice of the limitation of
liability as set forth in the Declaration and FUND ACCOUNTING agrees
that the obligations assumed by the Fund and/or the Portfolio under
this Agreement shall be limited in all cases to the Portfolio and its
assets, and FUND ACCOUNTING shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund or the
Portfolio or any other series of the Fund, or from any
Trustee/Director, officer, employee or agent of the Fund. FUND
ACCOUNTING understands that the rights and obligations of the Portfolio
under the Declaration are separate and distinct from those of any and
all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such
other person or at such other address as such party may from time to
time specify in writing to the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
Attn: President, Secretary or Treasurer
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the
consent of the Fund as authorized or approved by resolution of its
Board of Trustees.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive
of or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive
or additional provisions shall be in writing, signed by both parties
and annexed hereto, but no such provisions shall be deemed to be an
amendment of this Agreement.
This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized and its seal to be
hereunder affixed as of the date first written above.
[SEAL] SCUDDER VARIABLE LIFE INVESTMENT FUND,
on behalf of Growth and Income Portfolio
By: /s/David B. Watts
------------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By: /s/Pamela A. McGrath
------------------------------
Vice President
5
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
Fund Accounting Service - Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.
I. Annual Fees per Portfolio
Money Market Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.00 Basis Points
Next $850 Million .60 Basis Points
Excess - Over $1 billion .35 Basis Points
A minimum monthly fee of $2,500 will be applied.
Domestic Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess - Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
Domestic Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess - Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
International Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 6.50 Basis Points
Next $850 Million 4.00 Basis Points
Excess - Over $1 billion 2.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
II. Holdings Charge
For each issue maintained - monthly charge $7.50
III. Portfolio Trades
Money Market Instruments $5.00
Domestic Fixed Income Securities $10.00
Domestic Equity Securities $10.00
Options, Futures and Forward Contracts $25.00
Foreign Equity and Fixed Income Securities $25.00
Foreign Currency Options and Futures Contracts $35.00
Foreign Options and Futures Contracts $35.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made at the end of each month. Out-of-pocket expenses include, telephone,
courier or delivery service, legal fees, fees for pricing services and all
other reasonable out-of-pocket expenses.
Fund/Portfolio Scudder Fund Accounting Corp.
------------------------ --------------------------------
By: /s/David B. Watts By: /s/Pamela A. McGrath
----------------------------- ----------------------------
Title:__________________________ Title:__________________________
Date: October 1, 1994 Date: October 1, 1994
---------------------------- ---------------------------
Exhibit 9(e)(5)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 1st day of October, 1994 between Scudder Variable
Life Investment Fund (the "Fund"), on behalf of Capital Growth Portfolio
(hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston, Massachusetts
and Scudder Fund Accounting Corporation, with its principal place of business in
Boston, Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement
as the Portfolio's fund accounting agent, and as such FUND ACCOUNTING
shall:
a. Maintain and preserve all accounts, books, financial records and
other documents as are required of the Fund under Section 31 of
the Investment Company Act of 1940 (the "1940 Act") and Rules
31a-1, 31a-2 and 31a-3 thereunder, applicable federal and state
laws and any other law or administrative rules or procedures
which may be applicable to the Fund on behalf of the Portfolio,
other than those accounts, books and financial records required
to be maintained by the Fund's custodian or transfer agent and/or
books and records maintained by all other service providers
necessary for the Fund to conduct its business as a registered
[open/closed] -end management investment company. All such books
and records shall be the property of the Fund and shall at all
times during regular business hours be open for inspection by,
and shall be surrendered promptly upon request of, duly
authorized officers of the Fund. All such books and records shall
at all times during regular business hours be open for
inspection, upon request of duly authorized officers of the Fund,
by employees or agents of the Fund and employees and agents of
the Securities and Exchange Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's
net asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the
Fund or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if
applicable, its public offering price and/or its daily dividend
rates and money market yields, in accordance with Section 3 of
the Agreement and notify the Fund and such other persons as the
Fund may reasonably request of the net asset value per share, the
public offering price and/or its daily dividend rates and money
market yields.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's
Registration Statement, as amended or supplemented from time to time
(hereinafter referred to as the "Registration Statement"); (b) the
resolutions of the Board of Trustees of the Fund at the time in force
and applicable, as they may from time to time be delivered to FUND
ACCOUNTING, and (c) Proper Instructions from such officers of the Fund
or other persons as are from time to time authorized by the Board of
Trustees of the Fund to give instructions with respect to computation
and determination of the net asset value. FUND ACCOUNTING may use one
or more external pricing services, including broker-dealers, provided
that an appropriate officer of the Fund shall have approved such use in
advance.
<PAGE>
Section 3. Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value,
including net income, in a manner consistent with the specific
provisions of the Registration Statement. Such computation shall be
made as of the time or times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in
the Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the
necessary computations FUND ACCOUNTING shall be entitled to receive,
and may rely upon, information furnished it by means of Proper
Instructions, including but not limited to:
a. The manner and amount of accrual of expenses to be recorded on
the books of the Portfolio;
b. The source of quotations to be used for such securities as may
not be available through FUND ACCOUNTING's normal pricing
services;
c. The value to be assigned to any asset for which no price
quotations are readily available;
d. If applicable, the manner of computation of the public offering
price and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to
rely upon, as conclusive proof of any fact or matter required to be
ascertained by it hereunder, a certificate, letter or other instrument
signed by an authorized officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon advice of
Counsel (which may be Counsel for the Fund) at the reasonable expense
of the Portfolio and shall be without liability for any action taken or
thing done in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or
other instrument or telephone call reasonably believed by FUND
ACCOUNTING to be genuine and to have been properly made or signed by
any authorized officer of the Fund or person certified to FUND
ACCOUNTING as being authorized by the Board of Trustees. The Fund, on
behalf of the Portfolio, shall cause oral instructions to be confirmed
in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices as from time
to time agreed to by an authorized officer of the Fund and FUND
ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the
appropriate person(s) within FUND ACCOUNTING a copy of the Registration
Statement as in effect from time to time. FUND ACCOUNTING may
conclusively rely on the Fund's most recently delivered Registration
Statement for all purposes under this Agreement and shall not be liable
to the Portfolio or the Fund in acting in reliance thereon.
Section 6. Standard of Care and Indemnification
2
<PAGE>
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND
ACCOUNTING shall not be liable under this Agreement for any error of
judgment or mistake of law made in good faith and consistent with the
foregoing standard of care, provided that nothing in this Agreement
shall be deemed to protect or purport to protect FUND ACCOUNTING
against any liability to the Fund, the Portfolio or its shareholders to
which FUND ACCOUNTING would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties,
or by reason of its reckless disregard of its obligations and duties
hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold
harmless FUND ACCOUNTING and its employees, agents and nominees from
all taxes, charges, expenses, assessments, claims and liabilities
(including reasonable attorneys' fees) incurred or assessed against
them in connection with the performance of this Agreement, except such
as may arise from their own negligent action, negligent failure to act
or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING
will in no event be liable for any loss resulting from the acts,
omissions, lack of financial responsibility, or failure to perform the
obligations of any person or organization designated by the Fund to be
the authorized agent of the Portfolio as a party to any transactions.
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military
power, war, insurrection or nuclear fission, fusion or radioactivity
shall be limited to the use of FUND ACCOUNTING's best efforts to
recover the Portfolio's records determined to be lost, missing or
destroyed.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be agreed
upon in writing by the two parties. FUND ACCOUNTING shall be entitled
to recover its reasonable telephone, courier or delivery service, and
all other reasonable out-of-pocket, expenses as incurred, including,
without limitation, reasonable attorneys' fees and reasonable fees for
pricing services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until terminated
as hereinafter provided, may be amended at any time by mutual agreement
of the parties hereto and may be terminated by an instrument in writing
delivered or mailed to the other party. Such termination shall take
effect not sooner than ninety (90) days after the date of delivery or
mailing of such notice of termination. Any termination date is to be no
earlier than four months from the effective date hereof. Upon
termination, FUND ACCOUNTING will turn over to the Fund or its designee
and cease to retain in FUND ACCOUNTING files, records of the
calculations of net asset value and all other records pertaining to its
services hereunder; provided, however, FUND ACCOUNTING in its
discretion may make and retain copies of any and all such records and
documents which it determines appropriate or for its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be
deemed to be exclusive, and it is understood that FUND ACCOUNTING may
perform fund accounting services for others. In acting under this
Agreement, FUND ACCOUNTING shall be an independent contractor and not
an agent of the Fund or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Declaration of Trust, dated March 15, 1985, as amended to
date (the "Declaration"), a copy of which, together with all amendments
thereto, is on file in the Office of the Secretary of State of the
Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration
3
<PAGE>
collectively as trustees and not as individuals or personally, and that
no shareholder of the Fund or the Portfolio, or Trustee/Director,
officer, employee or agent of the Fund shall be subject to claims
against or obligations of the Trust or of the Portfolio to any extent
whatsoever, but that the Trust estate only shall be liable.
FUND ACCOUNTING is expressly put on notice of the limitation of
liability as set forth in the Declaration and FUND ACCOUNTING agrees
that the obligations assumed by the Fund and/or the Portfolio under
this Agreement shall be limited in all cases to the Portfolio and its
assets, and FUND ACCOUNTING shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund or the
Portfolio or any other series of the Fund, or from any
Trustee/Director, officer, employee or agent of the Fund. FUND
ACCOUNTING understands that the rights and obligations of the Portfolio
under the Declaration are separate and distinct from those of any and
all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such
other person or at such other address as such party may from time to
time specify in writing to the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
Attn: President, Secretary or Treasurer
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the
consent of the Fund as authorized or approved by resolution of its
Board of Trustees.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive
of or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive
or additional provisions shall be in writing, signed by both parties
and annexed hereto, but no such provisions shall be deemed to be an
amendment of this Agreement.
This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized and its seal to be
hereunder affixed as of the date first written above.
[SEAL] SCUDDER VARIABLE LIFE INVESTMENT FUND,
on behalf of Capital Growth Portfolio
By: /s/David B. Watts
------------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By:
------------------------------
Vice President
5
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
Fund Accounting Service - Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.
I. Annual Fees per Portfolio
Money Market Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.00 Basis Points
Next $850 Million .60 Basis Points
Excess - Over $1 billion .35 Basis Points
A minimum monthly fee of $2,500 will be applied.
Domestic Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess - Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
Domestic Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess - Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
International Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 6.50 Basis Points
Next $850 Million 4.00 Basis Points
Excess - Over $1 billion 2.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
II. Holdings Charge
For each issue maintained - monthly charge $7.50
III. Portfolio Trades
Money Market Instruments $5.00
Domestic Fixed Income Securities $10.00
Domestic Equity Securities $10.00
Options, Futures and Forward Contracts $25.00
Foreign Equity and Fixed Income Securities $25.00
Foreign Currency Options and Futures Contracts $35.00
Foreign Options and Futures Contracts $35.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made at the end of each month. Out-of-pocket expenses include, telephone,
courier or delivery service, legal fees, fees for pricing services and all
other reasonable out-of-pocket expenses.
Fund/Portfolio Scudder Fund Accounting Corp.
------------------------ --------------------------------
By: /s/David B. Watts By: /s/Pamela A. McGrath
---------------------------- ----------------------------
Title:__________________________ Title:__________________________
Date: October 1, 1994 Date: October 1, 1994
------------------------- -------------------------
Exhibit 9(e)(6)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 1st day of October, 1994 between Scudder Variable
Life Investment Fund (the "Fund"), on behalf of International Portfolio
(hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston, Massachusetts
and Scudder Fund Accounting Corporation, with its principal place of business in
Boston, Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement
as the Portfolio's fund accounting agent, and as such FUND ACCOUNTING
shall:
a. Maintain and preserve all accounts, books, financial records and
other documents as are required of the Fund under Section 31 of
the Investment Company Act of 1940 (the "1940 Act") and Rules
31a-1, 31a-2 and 31a-3 thereunder, applicable federal and state
laws and any other law or administrative rules or procedures
which may be applicable to the Fund on behalf of the Portfolio,
other than those accounts, books and financial records required
to be maintained by the Fund's custodian or transfer agent and/or
books and records maintained by all other service providers
necessary for the Fund to conduct its business as a registered
[open/closed] -end management investment company. All such books
and records shall be the property of the Fund and shall at all
times during regular business hours be open for inspection by,
and shall be surrendered promptly upon request of, duly
authorized officers of the Fund. All such books and records shall
at all times during regular business hours be open for
inspection, upon request of duly authorized officers of the Fund,
by employees or agents of the Fund and employees and agents of
the Securities and Exchange Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's
net asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the
Fund or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if
applicable, its public offering price and/or its daily dividend
rates and money market yields, in accordance with Section 3 of
the Agreement and notify the Fund and such other persons as the
Fund may reasonably request of the net asset value per share, the
public offering price and/or its daily dividend rates and money
market yields.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's
Registration Statement, as amended or supplemented from time to time
(hereinafter referred to as the "Registration Statement"); (b) the
resolutions of the Board of Trustees of the Fund at the time in force
and applicable, as they may from time to time be delivered to FUND
ACCOUNTING, and (c) Proper Instructions from such officers of the Fund
or other persons as are from time to time authorized by the Board of
Trustees of the Fund to give instructions with respect to computation
and determination of the net asset value. FUND ACCOUNTING may use one
or more external pricing services, including broker-dealers, provided
that an appropriate officer of the Fund shall have approved such use in
advance.
<PAGE>
Section 3. Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value,
including net income, in a manner consistent with the specific
provisions of the Registration Statement. Such computation shall be
made as of the time or times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in
the Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the
necessary computations FUND ACCOUNTING shall be entitled to receive,
and may rely upon, information furnished it by means of Proper
Instructions, including but not limited to:
a. The manner and amount of accrual of expenses to be recorded on
the books of the Portfolio;
b. The source of quotations to be used for such securities as may
not be available through FUND ACCOUNTING's normal pricing
services;
c. The value to be assigned to any asset for which no price
quotations are readily available;
d. If applicable, the manner of computation of the public offering
price and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to
rely upon, as conclusive proof of any fact or matter required to be
ascertained by it hereunder, a certificate, letter or other instrument
signed by an authorized officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon advice of
Counsel (which may be Counsel for the Fund) at the reasonable expense
of the Portfolio and shall be without liability for any action taken or
thing done in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or
other instrument or telephone call reasonably believed by FUND
ACCOUNTING to be genuine and to have been properly made or signed by
any authorized officer of the Fund or person certified to FUND
ACCOUNTING as being authorized by the Board of Trustees. The Fund, on
behalf of the Portfolio, shall cause oral instructions to be confirmed
in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices as from time
to time agreed to by an authorized officer of the Fund and FUND
ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the
appropriate person(s) within FUND ACCOUNTING a copy of the Registration
Statement as in effect from time to time. FUND ACCOUNTING may
conclusively rely on the Fund's most recently delivered Registration
Statement for all purposes under this Agreement and shall not be liable
to the Portfolio or the Fund in acting in reliance thereon.
Section 6. Standard of Care and Indemnification
2
<PAGE>
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND
ACCOUNTING shall not be liable under this Agreement for any error of
judgment or mistake of law made in good faith and consistent with the
foregoing standard of care, provided that nothing in this Agreement
shall be deemed to protect or purport to protect FUND ACCOUNTING
against any liability to the Fund, the Portfolio or its shareholders to
which FUND ACCOUNTING would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties,
or by reason of its reckless disregard of its obligations and duties
hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold
harmless FUND ACCOUNTING and its employees, agents and nominees from
all taxes, charges, expenses, assessments, claims and liabilities
(including reasonable attorneys' fees) incurred or assessed against
them in connection with the performance of this Agreement, except such
as may arise from their own negligent action, negligent failure to act
or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING
will in no event be liable for any loss resulting from the acts,
omissions, lack of financial responsibility, or failure to perform the
obligations of any person or organization designated by the Fund to be
the authorized agent of the Portfolio as a party to any transactions.
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military
power, war, insurrection or nuclear fission, fusion or radioactivity
shall be limited to the use of FUND ACCOUNTING's best efforts to
recover the Portfolio's records determined to be lost, missing or
destroyed.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be agreed
upon in writing by the two parties. FUND ACCOUNTING shall be entitled
to recover its reasonable telephone, courier or delivery service, and
all other reasonable out-of-pocket, expenses as incurred, including,
without limitation, reasonable attorneys' fees and reasonable fees for
pricing services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until terminated
as hereinafter provided, may be amended at any time by mutual agreement
of the parties hereto and may be terminated by an instrument in writing
delivered or mailed to the other party. Such termination shall take
effect not sooner than ninety (90) days after the date of delivery or
mailing of such notice of termination. Any termination date is to be no
earlier than four months from the effective date hereof. Upon
termination, FUND ACCOUNTING will turn over to the Fund or its designee
and cease to retain in FUND ACCOUNTING files, records of the
calculations of net asset value and all other records pertaining to its
services hereunder; provided, however, FUND ACCOUNTING in its
discretion may make and retain copies of any and all such records and
documents which it determines appropriate or for its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be
deemed to be exclusive, and it is understood that FUND ACCOUNTING may
perform fund accounting services for others. In acting under this
Agreement, FUND ACCOUNTING shall be an independent contractor and not
an agent of the Fund or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Declaration of Trust, dated March 15, 1985, as amended to
date (the "Declaration"), a copy of which, together with all amendments
thereto, is on file in the Office of the Secretary of State of the
Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration
3
<PAGE>
collectively as trustees and not as individuals or personally, and that
no shareholder of the Fund or the Portfolio, or Trustee/Director,
officer, employee or agent of the Fund shall be subject to claims
against or obligations of the Trust or of the Portfolio to any extent
whatsoever, but that the Trust estate only shall be liable.
FUND ACCOUNTING is expressly put on notice of the limitation of
liability as set forth in the Declaration and FUND ACCOUNTING agrees
that the obligations assumed by the Fund and/or the Portfolio under
this Agreement shall be limited in all cases to the Portfolio and its
assets, and FUND ACCOUNTING shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund or the
Portfolio or any other series of the Fund, or from any
Trustee/Director, officer, employee or agent of the Fund. FUND
ACCOUNTING understands that the rights and obligations of the Portfolio
under the Declaration are separate and distinct from those of any and
all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such
other person or at such other address as such party may from time to
time specify in writing to the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
Attn: President, Secretary or Treasurer
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the
consent of the Fund as authorized or approved by resolution of its
Board of Trustees.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive
of or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive
or additional provisions shall be in writing, signed by both parties
and annexed hereto, but no such provisions shall be deemed to be an
amendment of this Agreement.
This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized and its seal to be
hereunder affixed as of the date first written above.
[SEAL] SCUDDER VARIABLE LIFE INVESTMENT FUND,
on behalf of International Portfolio
By: /s/David B. Watts
----------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By: /s/Pamela A. McGrath
-----------------------------
Vice President
5
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
Fund Accounting Service--Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.
I. Annual Fees per Portfolio
Money Market Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.00 Basis Points
Next $850 Million .60 Basis Points
Excess - Over $1 billion .35 Basis Points
A minimum monthly fee of $2,500 will be applied.
Domestic Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess - Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
Domestic Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess - Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Variable Life Investment Fund
International Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 6.50 Basis Points
Next $850 Million 4.00 Basis Points
Excess - Over $1 billion 2.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
II. Holdings Charge
For each issue maintained - monthly charge $7.50
III. Portfolio Trades
Money Market Instruments $5.00
Domestic Fixed Income Securities $10.00
Domestic Equity Securities $10.00
Options, Futures and Forward Contracts $25.00
Foreign Equity and Fixed Income Securities $25.00
Foreign Currency Options and Futures Contracts $35.00
Foreign Options and Futures Contracts $35.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made at the end of each month. Out-of-pocket expenses include, telephone,
courier or delivery service, legal fees, fees for pricing services and all
other reasonable out-of-pocket expenses.
Fund/Portfolio Scudder Fund Accounting Corp.
------------------------ --------------------------------
By: /s/David B. Watts By: /s/Pamela A. McGrath
----------------------------- ---------------------------
Title:__________________________ Title:__________________________
Date: October 1, 1994 Date: October 1, 1994
-------------------------- -------------------------
EXHIBIT 16
Scudder Variable Life Fund
YIELD = 2[((a-b)/cd +1)^6 - 1]
WHERE: a = dividends and interest earned during the period.
b = expenses accrued for the period.
c = average daily number of shares outstanding during the period
d = maximum offering price per share on the last day of the period.
Managed Bond
2[((24,223 - 2,677)/467,403 x 6.39 + 1)^6 - 1) = 8.8144%
Zero Coupon Portfolios
1990 Portfolio
2[((5,115 - 593)/105,079 x 6.38 + 1)^6 - 1] = 8.2319%
1995 Portfolio
2[((4,551 - 523)/97,534 x 6.03 + 1)^6 - 1] = 8.3599%
2000 Portfolio
2[((1,181 - 138)/25,431 x 6.14 + 1)^6 - 1] = 8.1460%
2005 Portfolio
2[((887 - 103)/20,080 x 5.81 + 1)^6 - 1] = 8.1987%
2010 Portfolio
2[((963 - 113)/24,694 x 5.36 + 1)^6 - 1) = 7.8282%
<PAGE>
Exhibit 16
SCUDDER VARIABLE LIFE INVESTMENT FUND
MONEY PORTFOLIO
For 12/31/88
------------
Net income available for distribution = $5,394
Shares outstanding = 11,697,498
$5,394 = .000461124 (dividend per share)
- ----------
11,697,498
date dividend per share
- ---- ------------------
12/31 .000461105
12/30 .
12/29 .000230570
12/28 .000230544
12/27 .000212130
12/26 .000457029
12/25
----------
.001591378
(.001591378 / 7) 36,500 = 8.30 = 7 - DAY CURRENT YIELD
<PAGE>
<TABLE>
<CAPTION>
VARIABLE MANAGED BOND FUND
REINV ADJUSTED MONTHLY QUARTERLY INCEPTION 2 YEAR INCEPTION
DATE NAV DIVIDEND PRICE SHARES SERIES NAV RETURN RETURN ANNUAL CUMULA ANNUALIZ ANNUALIZED
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/17/85 6.00 1 6.0000
785 6.01 1 6.0100
885 6.12 1 6.1200 2.00
985 6.17 1 6.1700 0.82
1085 6.21 1 6.2100 0.65 3.33
INC 11/17 6.17 0.1 6.17 0.01620 1.01620 6.2700 0.97 2.45
1185 6.22 1.01620 6.3206 0.81 2,44
1285 6.35 1.01620 6.4529 2.09 3.91
186 6.37 1.01620 6.4732 0.31 3.24
INC 2/27 6,43 0.12 6.43 0.01866 1.03517 6.6562 2.83 5.31
286 6.43 1.03517 6.6562 0.00 3.15
386 6.60 1.03517 6.8321 2.64 5.54
486 6.61 1.03517 6.8425 0.15 2.80
INC 5/15 6.45 0.11 6.45 0.01705 1.05282 6.7907 -0.76 2.02
586 6.43 1.05282 6.7697 -0.31 -0.91
686 6.56 1.05282 6.9065 2.02 0.94
786 6.61 1.05282 6.9592 0.76 2.48
INC 8/14 6.67 0.1184 6.67 0.01775 1.07151 7.1470 2.70 5.57
886 6.61 1.07151 7.0827 -0.90 2.55
986 6.50699 1.07151 6.9723 -1.56 0.19
1086 6.59973 1.07151 7.0717 1.43 -1.05
INC 11/17 6.57 0.08 6.57 0.01217 1.08456 7.1256 0.76 0.61
1186 6.63889 1.08456 7.2003 1.05 3.27
1286 6.68 1.08456 7.2449 0.62 2.45
187 6.80 1.08456 7.3750 1.80 3.50
INC 2/13 6.68 0.074 6.68 0.01107 1.09657 7.3251 -0.68 1.73
287 6.74 1.09657 7.3909 0.90 2.65
387 6.68 1.09657 7.3251 -0.89 1.11
487 6.50 1.09657 7.1278 -2.69 -3.35
inc 5/15 6.34 0.07 6.34 0.01104 1.10868 7.0291 -1.38 -4.04
587 6.37 1.10868 7.0623 -0.92 -4.45 4.32
687 6.47 1.10868 7.1732 1.57 -2.07 3.86 19.55
787 6.43 1.10868 7.1288 -0.62 0.02 2.44 18.81 8.91 8.81
INC 8/14 6.36 0.10 6.36 0.01572 .1.12611 7.1621 0.47 1.89 0.21 19.37 8.18
887 6.28 1.12611 7.0720 -0.80 0.14 -0.15 17.87 7.50 8.04
987 6.14 1.12611 6.9144 -2.23 -3.61 -0.83 15.24 5.86 6.63
1087 6.38 1.12611 7.1846 3.91 0.78 1.60 19.74 7.56 8.18
1187 6.44 1.12611 7.2522 0.94 2.55 0.72 20.87 7.11 8.31
INC 12/87 6.47 0.04 6.47 0.00653 1.13347 7.3336 1.12 6.06 1.22 22.23 6.61 8.51
188 6.67 1.13347 7.5603 3.09 5.23 2.51 26.01 8.07 9.53
288 6.76 1,13347 7.6623 1.35 5.66 3.67 27.71 7.29 5.77
388 6.67 1.13347 7.5603 -1.33 3.09 3.21 26.01 5.19 8.92
INC 488 6.53 0.10 6.53 0.01531 1.15083 7.5150 -0.60 -0.60 5.43 25.25 4.80 8.41
588 6.50 1.15083 7.4804 -0.46 -2.37 5.92 24.67 5.12 7.98
688 6.61 1.15083 7.6070 1.69 0.62 6.05 26.78 4.95 8.36
INC 788 6.48 0.13 6.47 0.02009 1.17396 7.6073 0.00 1.23 6.71 26.79 4.55 8.13
888 6.49 1.17396 7.6190 0.15 1.95 7.73 26.98 3.72 7.95
988 6.62 1.17396 7.7716 2.00 2.16 12.40 29.53 5.58 8.41
INC 1088 6.45 0.2 6.45 0.03100 1.21036 7.8068 0.45 2.62 8.66 30.11 5.07 8.34
1188 6.39 1.21036 7.7342 -0.93 1.51 6.65 28.90 3.64 7.83
1288 6.39 1.21036 7.7342 0.00 -0.48 5.46 28.90 3.32 7.63
</TABLE>
VARIABLE DIVERSIFIED FUND
<TABLE>
<CAPTION>
REINVEST ADJUSTED MONTHLY
DATE NAV DIVIDEND PRICE SHARES SERIES NAV RETURN
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
7/17/95 6 1 6.0000
785 5.96 1 5.9600
885 6.00 1 6.0000 0.67
985 5.86 1 5.9600 -2.33
1085 6.09 1 6.0900 3.92
INC 11/17 6.27 0.071 6.27 0.01132 1.01132 6.3410 4.12
1195 6.36 1.01132 6.4320 1.44
1285 6.67 1.01132 6.7455 4.87
186 6.76 1.01132 6.8365 1.35
INC 2/27 7.14 0.09 7.14 0.01260 1.02407 7.3119 6.95
286 7.16 1.02407 7.3324 0.28
386 7.43 1.02407 7.6089 3.77
486 7.48 1.02407 7.6601 0.67
INC 5/15 7.42 0.07 7.42 0.00943 1.03373 7.6703 0.13
586 7.61 1.03373 7.8667 2.56
686 7.58297 1.03373 7.8388 -0.36
786 7.3628 1.03373 7.6112 -2.90
INC 8/14 7.46 0.2166 7.46 0.02903 1.06374 7.9356 4.26
886 7.3467 1.06374 7.8150 -1.52
986 6.99091 1.06374 7.4366 -4.84
1086 7.31445 1.06374 7.7807 4.63
INC 11/17 7.3 0.05 7.3 0.00684 1.07103 7.8195 0.49
1186 7.39944 1.07103 7.9250 1.36
1286 7.35 1.07103 7.8721 -0.67
187 7.76 1.07103 8.3112 5.58
INC 2/13 7.85 0.022 7.95 0.00280 1.07403 8.4312 1.44
287 7.93 1.07403 8.5171 1.02
387 7.89 1.07403 8.4741 -0.50
487 7.96 1.07403 8.4419 -0.38
INC 5/14 7.79 0.03 7.79 0.00385 1.07917 8.3989 -0.51
587 7.85 1.07817 8.4636 0.26
687 8.04 1.07817 8.6685 2.42
787 8.29 .1.07817 8.9380 3.11
INC 8/14 8.42 0.06 8.42 0.00712 1.08585 5.k429 2.29
887 8.34 1.08585 9.0560 1.32
987 8.11 1.08585 8.8063 -2.76
1087 6.96 1.08585 7.5575 -14.18
1187 6.79 1.09595 7.3729 -2.44
CAP 12/97 6.88 0.1296 6.98 0.01993 1.10630 7.6114 3.23
INC 12/87 6.88 0.1163 6.88 0.01690 1.12500 7.7401 4.98
188 7.10 1.12500 7.9976 3.20
289 7.37 1.12500 8.2913 3.80
388 7.38 1.12500 8.3026 0.14
INC 488 7.42 0.08 7.38 0.01084 1.13720 8.4381 1.63
599 7.28 1.13720 9.2798 -1.89
688 7.64 1.13720 9.6892 4.95
INC 788 7.48 0.07 7.51 0.00932 1.14790 8.5956 -1.18
888 7.33 1.14780 8.4134 -2.01
988 7.57 1.14790 8.6899 3.27
INC 1088 7.55 0.08 7.49 0.01068 1.16006 8.7595 0.90
1188 7.44 1.16006 8.6309 -1.46
1288 7.62 1.16006 8.8397 2.42
<CAPTION>
QTRLY INCEPTION 2 YEAR INCEPTION
DATE RETURN ANNUAL CUMULA ANNUALIZED ANNUALIZED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
7/17/95
785
885
985
1085 1.50
INC 11/17 5.69
1195 9.76
1285 10.76
186 7.81
INC 2/27 13.68
286 8.70
386 11.30
486 4.76
INC 5/15 4.61
586 3.39
686 2.33
786 -0.77
INC 8/14 0.89
886 -0.30
986 -2.29
1086 -1.95
INC 11/17 0.04
1186 6.57
1286 1.17
187 6.30
INC 2/13 6.39
287 8.19
387 7.65
487 1.57
INC 5/14 -0.38
587 -0.63 7.59
687 2.29 10.58 44.47
787 5.88 17.43 48.97 22.46 21.55
INC 8/14 8.03 16.99 52.38 23.44
887 7.00 15.88 50.93 22.86 21.38
987 1.59 18.42 46.77 22.59 18.98
1087 -15.45 -2.97 25.96 11.40 10.60
1187 -18.59 -6.97 22.89 7.06 9.07
CAP 12/97 -13.57 -3.31 26.86 6.22 10.17
INC 12/87 -12.11 -1.68 29.00 7.12 10.92
188 5.69 -3.99 33.13 8.09 11.92
289 12.46 -2.65 38.19 6.34 13.12
388 7.27 -2.02 38.38 4.46 12.75
INC 488 5.64 -0.05 40.63 4.96 13.01
599 -0.15 -2.19 37.99 2.59 11.86
688 4.65 0.23 44.80 5.28 13.35
INC 788 1.75 -3.94 43.09 6.21 12.52
888 1.63 -7.10 40.22 3.76 11.44
988 0.01 -1.33 44.81 9.09 12.25
INC 1088 2.01 15.89 45.97 6.10 12.20
1188 2.58 17.06 43.85 4.36 11.39
1288 1.74 14.21 47.33 5.97 11.88
</TABLE>
<PAGE>
VARIABLE MANAGED CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
REINV ADJUSTED
DATE NAV DIVIDEND PRICE SHARES SERIES NAV
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
7/17/85 6.00 1 6.0000
785 5.89 1 5.8900
885 5.85 1 5.8500
985 5.59 1 5.5900
1085 5.92 1 5.9200
INC 11/17 6.16 0.05 6.16 0.00811 1.00811 6.2100
1185 6.24 1.00911 6.2906
1285 6.57 1.00811 6.6233
186 6.79 1.00811 6.8451
INC 2/27 7.41 0.04 7.41 0.00539 1.01355 7.5105
286 7.42 1.01355 7.5206
386 7.69 1.01355 7.7943
486 7.69 1.01355 7.7943
INC 5/15 7.63 0.04 7.63 0.00524 1.01887 7.7740
586 8.04 1.01887 8.1917
686 7.93152 1.01887 8.0812
786 7.62 1.01887 7.7638
INC 8/14 7.83 0.2443 7.83 0.03120 1.05066 8.2267
886 7.73628 1.05066 8.1282
986 7.17928 1.05066 7.5430
1086 7.71764 1.05066 8.1086
INC 11/17 7.7 0.04 7.7 0.00519 1.05611 8.1321
1186 7.80479 1.05611 8.2428
1296 7.67 1.05611 8.1004
187 8.46 1,05611 8.9348
INC 2/13 8.77 0.01 8.77 0.00114 1.05732 9.2727
287 8.97 1.05732 9.4842
387 8.96 1.05732 9.4736
487 9.13 1.05732 9.6534
INC 5/15 9,16 0.02 9.16 0.00218 1.05963 9.7062
587 9.23 1.05963 9.7804
687 9.56 1.05963 10.1301
787 10.11 1.05963 10.7129
INC 8/14 10.46 0.03 10.46 0.00286 1.06267 11.1155
887 10.40 1,06267 11.0518
997 10.12 1.06267 10.7542
1087 7.30 1.06267 7.7575
1187 6.77 1.06267 7.1943
CAP 12/87 7.06 0.3913 7.06 0.05542 1.12157 7.9183
INC 12/87 7.06 0.0264 7.06 0.00373 1.12576 7.9479
188 7.33 1.12576 8.2519
288 7.76 1.12576 8.7359
388 7.86 1.12576 8.8485
INC 488 8.08 0.025 8.03 0.00311 1.12926 9.1245
588 7.99 1.12926 9.0116
688 8.51 1.12926 9.6101
INC 798 8.31 0.03 8.39 0.00357 1.13330 9.4179
888 8.11 1.13330 9.1911
988 8.44 1.13330 9.5651
INC 1088 8.48 0.03 8.41 0.00356 1.13734 9.6447
1198 9.27 1.13734 9.4059
1288 8.53 1.13734 9.7016
<CAPTION>
MONTHLY QUARTELY INCEPTION 2 YEAR INCEPTION
DATE RETURN RETURN ANNUAL CUMULA ANNUALI1ED ANNUALIZED
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
7/17/85
785
885 -0.68
985 -4.44
1085 5.90 0.51
INC 11/17 4.90 6.15
1185 1.30 12.53
1285 5.29 11.88
186 3.35 10.23
INC 2/27 9.72 19.39
286 0.13 13.55
386 3.64 13.87
486 0,00 3.78
INC 5/15 -0.26 3.37
586 5.37 5.10
686 -1.35 3.68
786 -3.93 -0.13
INC 8/14 5.96 0.43
886 -1.20 0.58
986 -7.20 -2.84
1086 7.50 -1.43
INC 11/17 0.29 0.05
1186 1.36 9.28
1296 -1.73 -0.10
187 10.30 9.87
INC 2/13 3.78 12.50
287 2.28 15.06
387 -0.11 16.95
487 1.90 8.04
INC 5/15 0.55 4.68
587 1.32 3.12 19.39
687 3.58 6.93 25.35 68.83
787 5.75 10.98 37.98 78.55 34.86 32.83
INC 8/14 3.76 14.52 36,75 85,26 37.84
887 3.16 13.00 35.97 94.20 37.45 33.30
997 -2,69 9.96 42.57 79.24 38.70 30.25
1087 -27.87 -27.59 -4.33 29.29 14.47 11.87
1187 -7.26 -34.90 -12.72 19.90 6.94 7.95
CAP 12/87 10.06 -26.37 -2.25 31.97 9.34 11.95
INC 12/87 10.48 -26.10 -1.88 32.46 9.54 12.12
188 3.82 6.37 -7.64 37.53 9.80 13.37
288 5.87 21.43 -7.89 45.60 7.78 15.40
388 1.29 11.33 -6.60 47.48 6.55 15.44
INC 488 3.12 10.58 -5.48 52.07 8.20 16.22
588 -1.24 3.16 -7.86 50.19 4.88 15,21
688 6.64 8.61 -5.13 60.17 9,05 17.28
INC 798 -2.00 3.21 -12.09 56.96 10.14 16.00
888 -2.41 1.99 -16.94 53.19 6.34 14.64
988 4.07 -0.47 -11.06 59.42 12.61 15.67
INC 1088 0.83 2.41 24.33 60.75 9.06 15.53
1198 -2.48 2.34 30.74 56.76 6.92 14.27
1288 3.14 1.43 22.06 61.69 9.44 14.93
</TABLE>
<PAGE>
VARIABLE NATURAL RESOURCE FUND
<TABLE>
<CAPTION>
INCEP INCEP
DATE NAV DIVIDEND REINVPRI SHARES SERIES ADJ. NAV MONTHRET QTR-RET ANNUAL CUMULA ANNUALZ
<S> <C> <C> <C> <C> <C> <C> <C>
5/02/88 6.00 1.0000 6.0000
588 6.07 1.0000 6.0700 1.1667 1.16666 14.9348
688 6.20 1.0000 6.2000 2.1417 3.33333 21.7435
788 6.20 1.0000 6.2000 0.0000 3.33333 14.0155
888 5.95 1.0000 5.9500 -4.0323 -1.9769 -0.8333 -2.4793
988 5.60 1.0000 5.6000 -5.8824 -9.6774 -6.6666 -15.260
1088 5.80 1.0000 5.8000 3.5714 -6.4516 -3.3333 -6.5558
1188 5.77 1.0000 5.7700 -0.5172 -3.0252 -3.8333 -6.4813
1288 5.68 1.0000 5.6800 -1.5598 1.4286
</TABLE>
VARIABLE INTERNATIONAL FUND
<TABLE>
<CAPTION>
INCEP INCEP
DATE NAV DIVIDEND REINVPRI SHARES SERIES ADJ. NAV MONTHRET QTR-RET ANNUAL CUM ANNUALZ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/5/87 6.00 1 6.0000
587 5.96 1 5.9600 -0.67 -7.713
687 6.37 1 6.3700 6.88 6.16666 43.197
787 6.75 1 6.7500 5.97 12.500 60.184
887 7.17 1 7.1700 6.22 20.30 19.500 70.653
987 7.23 1 7.2300 0.84 13.50 20.500 56.450
1087 5.31 1 5.3100 -26.56 -21.33 -11.500 -21.678
1187 5.04 1 5.0400 -5.08 -29.71 -16.000 -25.837
CAP 12/87 5.26 0.1017 5.26 0.01933 1.01933 5.3617 6.38 -25.84 -10.638 -15.526
188 5.16 1.01933 5.2598 -1.90 -0.95 -12.337 -16.102
288 5.46 1.01933 5.5656 5.81 10.43 -7.241 -8.625
388 5.71 1.01933 5.8204 4.58 8.56 -2.993 -3.261
488 5.94 1.01933 6.0548 4.03 15.12 0.914 0.914
588 5.89 1.01933 6.0039 -0.84 7.88 0.74 0.065 0.060
688 5.83 1.01933 5.9427 -1.02 2.10 -6.71 -0.955 -0.819
788 5.82 1.01933 5.9325 -0.17 -2.02 -12.11 -1.125 -0.901
888 5.49 1.01933 5.5961 -5.67 -6.79 -21.95 -6.731 -5.092
988 5.57 1.01933 5.6777 1.46 -4.46 -21.47 -5.372 -3.823
1088 5.86 1.01933 5.9733 5.21 0.69 12.49 -0.445 -0.297
1188 6.10 1.01933 6.2179 4.10 11.11 23.37 3.632 2.279
1288 6.14 1.01933 6.2587 0.66 10.23 16.73 4.312 2.565
</TABLE>
<PAGE>
VARIABLE ZERO FUNDS 1990
<TABLE>
<CAPTION>
INCEP
DATE NAV DIVIDEN REINV SHARES SERIES ADJNAV MONTHRET QTRLYRE ANNUAL CUMULA
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/11/86 6.00 1 6.0000
786 6.00 1 6.0000 0.0000
886 6.19 1 6.1900 3.1667
986 6.1179 1 6.1179 -1.1648 1.9650
1086 6.2149 1 6.2149 1.5855 3.5817
1186 6.25 1 6.2500 0.5648 0.9693
1286 6.28 1 6.2800 0.4800 2.6496
187 6.36 1 6.3600 1.2739 2.3347
INC 2/13 6.22 0.125 6.22 0.0200 1.02009 6.3450 -0.2358 1.5200
287 6.27 1.02009 6.3960 0.8039 1.8472
387 6.25 1.02009 6.3756 -0.3190 1.5223
487 6.13 1.02009 6.2532 -1.9200 -1.6794
587 6.05 1.02009 6.1716 -1.3051 -3.5088
687 6.17 1.02009 6.2940 1.9835 -1.2800 4,8999
787 6.16 1.02009 6.2838 -0.1621 0.4894 4.7299 4.7299
887 6.18 1.02009 6.3042 0.3247 2.1488 1.8448 5.0699
987 6.09 1.02009 6.2124 -1.4563 -1.2966 1.5444 3.5397
1087 6.23 1.02009 6.3552 2.2989 1.1364 2.2574 5.9200
1187 6.27 1.02009 6.3960 0.6421 1.4563 2.3360 6.6000
INC 12/87 6.07 0.2618 6.07 0.0431 1.06409 6.4590 0.9856 3.9704 2.8510 7.6507
188 6.18 1.06409 6.5761 1.8122 3.4758 3.3977 9.6016
288 6.24 1.06409 6.6399 0.9709 3.8139 3.8139 10.6657
388 6.22 1.06409 6.6187 -0.3205 2.4712 3.8123 10.3110
488 6.21 1.06409 6.6080 -0.1608 0.4854 5.6744 10.1336
588 6.17 1.06409 6.5655 -0.6441 -1.1218 6.3820 9.4242
688 6.25 1.06409 6.6506 1.2966 0.4823 5.6655 10.8430
788 6.25 1.06409 6.6506 0.0000 0.6441 5.8371 10.8430
888 6.26 1.06409 6.6612 0.1600 1.4587 5.6633 11.0204
988 6.33 1.06409 6.7357 1.1182 1.2800 8.4239 12.2618
1088 6.39 1.06409 6.7996 0.9479 2.2400 6.9920 13.3259
1188 6.37 1.06409 6.7783 -0.3130 1.7572 5.9767 12.9712
1288 6.38 1.06409 6.7889 0.1570 0.7899 5.1071 13.1485
<CAPTION>
YEAR TO 2YRS INCEP YRS
DATE DATE12/31 ANNUALZ ANNUALZ
<S> <C> <C> <C> <C>
7/11/86
786 0.0000 0.04167
886 28.3262 0.12500
986 9.7908 0.20833
1086 12.8235 0.29166
1186 11.5008 0.37499
1286 10.4637 0.45832
187 1.2739 11.3576 0.54165
INC 2/13 1.0350
287 1.8472 10.7678 0.62498
387 1.5223 8.9505 0,70831
487 -0.4269 5.3598 0.79164
587 -1.7264 3.2749 0.87497
687 0.2228 5.1185 0.95830
787 0.0604 4.5366 1.04163
887 0.3852 4.4943 1,12496
987 -1.0767 2.9207 1.20829
1087 1.1974 4.5535 1.29162
1187 1.8472 4.7582 1.37495
INC 12/87 2.8510 5.1854 1.45828
188 1.8122 6.1275 1.54161
288 2.8007 6.4353 1.62494
388 2.4712 5.9128 1.70827
488 2.3064 5.5354 1.79160
588 1.6474 4.9207 1.87493
688 2.9654 5.3976 1.95826
788 2.9654 5.282006 5.1717 2.04159
888 3.1301 3.736505 5.0429 2.12492
988 4.2834 4.927769 5.3774 2.20825
1088 5.2718 4.597939 5.6108 2.29158
1188 4.9423 4.140456 5.2696 2.37491
1288 5.1071 3.972931 5.1536 2.45824
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DATE NAV DIVIDEND REINV SHARES SERIES ADJNAV MONTHRET QTRLYRET ANNUAL INCEPTION DATE 12/31
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/11/86 6 1 6.0000
786 5.90 1 5.9000 -1.6667
886 6.18 1 6.1800 4.7458
986 5.9183 1 5.9193 -4.2346 -1.3617
1086 6.0373 1 6.0373 2.0107 2.3271
1186 6.18 1 6.1800 2.3636 0.0000
1286 6.20 1 6.2000 0.3236 4.7598
187 6.28 1 6.2800 1.2903 4.0200 1.2903
INC 2/13 6.13 0.113 6.13 0.01843 1.01843 6.2430 -0.5892 1.0194 0.6935
287 6.24 1.01843 6.3550 1.7945 2.5004 2.5004
387 6.17 1.01843 6.2837 -1.1219 1.3505 1.3505
487 5.87 1.01843 5.9782 -4.8622 -4.8057 -3.5774
587 5.71 1.01843 5.8153 -2.7257 -8.4937 6.2056
687 5.90 1.01843 6.0088 3.3275 -4.3760 0.1459 -3.0846
787 5.79 1.01843 5.8967 -1.8644 -1.3629 -0.0555 -1.7212 -4.8915
887 5.72 1.01843 5.8254 -1.2090 0.1751 -5.7373 -2.9094 -6.0413
987 5.53 1.01843 5.6319 -3.3217 -6.2712 -4.8386 -6.1344 -9.1623
1087 5.80 1.01843 5.9069 4.8825 0.1727 -2.1597 -1.5515 -4.7272
1187 5.84 1.01843 5.9476 0.6897 2.0979 -3.7597 -0.8725 -4.0702
INC 12/87 5.61 0.322 5.61 0.05739 1.07688 6.0413 1.5753 7.2694 -2.5590 0.6891 -2.5590
188 5.88 1.07688 6.3321 4.8128 7.1982 0.8297 5.5351 4.8128
288 5.98 1.07688 6.4398 1.7007 8.2746 1.3338 7.3299 6.5954
388 5.85 1.07688 6.2998 -2.1739 4.2781 0.2557 4.9966 4.2781
488 5.82 1.07688 6.2675 -0.5128 -1.0204 4.8391 4.4582 3.7433
588 5.71 1.07688 6.1490 -1.8900 -4.5151 5.7398 2.4839 1.7825
688 5.92 1.07688 6.3752 3.6778 1.1966 6.0982 6.2530 5.5258
788 5.85 1.07688 6.2998 -1.1824 0.5155 6.8355 4.9966 4.3781
888 5.85 1.07688 6.2998 0.0000 2.4518 8.1429 4.9966 4.2781
988 6.02 1.07688 6.4829 2.9060 1.6892 15.1091 8.0478 7.3084
1088 6.17 1.07688 6.6444 2.4917 5.4701 12.4852 10.7400 9.9822
1188 6.04 1.07688 6.5044 -2.1070 3.2479 9.3610 8.4068 7.6649
1288 6.03 1.07688 6.4936 -0.1656 0.1661 7.4866 8.2273 7.4866
<CAPTION>
2YRS INCEP YRS
DATE ANNUALZ ANNUALZ
<S> <C> <C> <C>
7/11/86
786 -33.1914 0.014
886 26.6770 0.125
986 -6.3691 0.208
1086 2.1476 0.291
1186 8.2016 0.3745
1286 7.4165 0.4583
187 8.7854 0.5416
INC 2/13
287 9.6345 0.6249
387 6.7407 0.7083
487 -0.4587 0.7916
587 -3.5113 0.8749
687 0.1523 0.9583
787 -1.6530 1.0416
887 -2.5904 1.1249
987 -5.1045 1.2082
1087 -1.2033 1.29162
1187 -0.6353 1.37495
INC 12/87 0.4720 1.45828
188 3.5564 1.54161
288 4.4493 1.62494
388 2.8954 1.70827
488 2.4644 1.79160
588 1.3172 1.87493
688 3.1457 1.95826
788 3.332586 2.4170 2.04159
888 0.964585 2.3211 2.12492
988 4.661060 3.5674 2.20825
1088 4.907509 4.5523 2.29158
1188 2.591080 3.4573 2.37491
1288 2.340652 3.2685 2.45824
</TABLE>
VARIABLE ZERO FUND 2000
<TABLE>
<CAPTION>
DATE NAV DIVIDEND REINV SHARES SERIES ADJNAV MONTHRET QTLYRET ANNUAL INCEPTION
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/11/86 6 1 6.0000
786 5.94 1 5.9400 -1.0000
886 6.31 1 6.3100 6.2290
986 5.8541 1 5.8541 -7.2250 -2.4317
1086 6.0772 1 6.0772 3.8110 2.3098
1186 6.20 1 6.2000 2.0207 -1.7433
1286 6.32 1 6.3200 1.9355 7.9585
187 6.49 1 6.4900 2.6899 6.7926
INC 2/13 6.18 0.169 6.18 0.02734 1.02734 6.3490 -2.1726 2.4032
287 6.32 1.02734 6.4928 2.2654 2.7346
387 6.24 1.02734 6.4106 -1.2658 1.4342
487 5.78 1.02734 5.9381 -7.3718 -8.5045
587 5.67 1.02734 5.8251 -1.9031 -10.2848
687 5,79 1.02734 5.9483 2.1164 -7.2115 -0.8611
787 5.57 1.02734 5.7223 -3.7997 -3.6332 -3.6647 -4.6280
887 5.44 1.02734 5.5888 -2.3339 -4.0564 -11.4301 -6.8540
987 5.20 1.02734 5.3422 -4.4118 -10.1900 -8.7443 -10.9633
1087 5.67 1.02734 5.8251 9.0385 1.7953 -4.1491 -2.9158
1187 5.65 1.02734 5.8045 -0.3527 3.8603 -6.3790 -3.2583
INC 12/87 5.48 0.3242 5.48 0.05916 1.08812 5.9629 2.7292 11.6192 -5.6500 -0.6180
188 5.84 1.08812 6.3546 6.5693 9.0917 -2.0856 5.9108
288 6.01 1.08812 6.5396 2.9110 12.6647 0.7208 8.9938
388 5.73 1.08812 6.2350 -4.6589 4.5620 -2.7405 3.9159
488 5.69 1.08812 6.1914 -0.6981 -2.5685 4.2668 3.1905
588 5.51 1.08812 5.9956 -3.1634 -8.3195 2.9272 -0.0739
688 5.86 1.08812 6.3764 6.3521 2.2688 7.1966 6.2735
788 5.70 1.08812 6.2023 -2.7304 0.1757 8.3881 3.3718
888 5.75 1.08812 6.2567 0.8772 4.3557 11.9507 4.2786
988 6.02 1.08812 6.5505 4.6957 2.7304 22.6182 9.1751
1088 6.23 1.08812 6.7790 3.4884 9.2982 16.3769 12.9836
1188 6.09 1.08812 6.6267 -2.2472 5.9130 14.1644 10.4446
1288 6.14 1.08812 6.6811 0.8210 1.9934 12.0438 11.3514
<CAPTION>
YEAR TO INCEP YRS
DATE DATE 12/31 ANNUALZ
<S> <C> <C> <C> <C>
7/11/86
786 -21.4307 0.04167
886 49.6321 0.12500
986 -11.1450 0.20822
1086 4.4809 0.29166
1186 9.1379 0.37499
1286 12.0046 0.45832
187 2.6899 15.5962 0.54165
INC 2/13 0.4589
287 2.7346 13.4629 0.62498
387 1.4342 9.7968 0.70831
487 -6.0434 -0.3023 0.79164
587 -7.8315 -3.3255 0.87497
687 -5.8808 -0.8984 0.95830
787 -9.4570 -4.4473 1.04163
887 -11.5702 -6.1164 1.12496
987 -15.4715 -9.1631 1.20829
1087 -7.8315 -2.2650 1.29162
1187 -8.1566 -2.3804 1.37495
INC 12/87 -5.6500 -0.4242 1.45828
188 6.5693 3.7954 1.54161
288 9.6715 5.4429 1.62494
388 4.5620 2.2740 1.70827
488 3.8321 1.7684 1.79160
588 0.5474 -0.0394 1.87493
688 6.9343 3.1559 1.95826
788 4.0146 2.1841 1.6376 2.04159
888 4.9270 -0.4231 1.9912 2.12492
988 9.8540 5.7809 4.0553 2.20825
1088 13.6861 5.6164 5.4714 2.29158
1188 11.1314 3.3837 4.2718 2.37491
1288 12.0438 2.8170 4.4710 2.45824
</TABLE>
<PAGE>
VARIABLE ZERO FUND 2005
<TABLE>
<CAPTION>
DATE NAV DIVIDEND REINV SHARES SERIES ADJNAV MONTHRET QTRLYRET ANNUAL INCEPTION
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/11/86 6 1 6.0000
786 5.86 1 5.8600 -2.3333
886 6.31 1 6.3100 7.6792
986 5.6952 1 5.6952 -9.7433 -5.0800
1086 5.9464 1 5.9464 4.4107 1.4744
1186 6.09 1 6.0900 2.4149 -3.4865
1286 6.14 1 6.1400 0.8210 7.8101
187 6.33 1 6.3300 3.0945 6.4510
INC 2/13 6.04 0.111 6.04 0.01837 1.01837 6.1510 -2.8278 1.0016
287 6.22 1.01837 6.3343 2.9801 4.0116
387 6.04 1.01837 6.1510 -2.9939 0.1792
487 5.40 1.01837 5.4992 -10.5960 -13.1242
587 5.33 1.01837 5.4280 -1.2963 -14.3087
667 5.47 1.01837 5.5705 2.6266 -9.4371 -7.1579
787 5.19 1.01837 5.2854 -5.1188 -3.8889 -9.8058 -11.9103
887 5.00 1.01837 5.0919 -3.6609 -6.1914 -19.3045 -15.1352
987 4.61 1.01837 4.6947 -7.8000 -15.7221 -17.5671 -21.7547
1087 5.25 1.01837 5.3465 13.8829 1.1561 -10.0888 -10.8920
1187 5.20 1.01837 5.2956 -0.9524 4.0000 -13.0449 -11.7406
INC 12/87 5.03 0.3442 5.03 0.06842 1.08806 5.4730 3.3500 16.5770 -10.8638 -8.7839
188 5.61 1.08806 6.1040 11.5309 14.1693 -3.5696 1.7340
288 5.74 1.08806 6.2455 2.3173 17.9382 -1.4022 4.0915
388 5.31 1.08806 5.7776 -7.4913 5.5666 -6.0702 -3.7063
488 5.19 1.08806 5.6471 -2.2599 -7.4866 2.6879 -5.8824
588 5.03 1.08806 5.4730 -3.0829 -12.3693 0.8293 -8.7839
688 5.50 1.08806 5.9844 9.3439 3.5782 7.4289 -0.2608
788 5.19 1.08806 5.6471 -5.6364 0.0000 6.8429 -5.8824
888 5.28 1.08806 5.7450 1.7341 4.9702 12.8261 -4.2503
988 5.59 1.08806 6.0823 5.8712 1.6364 29.5558 1.3713
1088 5.87 1.08806 6.3869 5.0089 13.1021 19.4606 6.4490
1188 5.68 1.08806 6.1802 -3.2368 7.5758 16.7054 3.0034
1298 5.81 1.08806 6.3217 2.2887 3.9356 15.5070 5.3609
<CAPTION>
YEAR TO 2YRS INCEP YRS
DATE NAV DATE 12/31 ANNUALZ ANNUALZ
<S> <C> <C> <C> <C>
7/11/86
786 -43.2544 0.04167
886 49.6321 0.12500
986 -22.1398 0.20833
1086 -2.0298 0.29166
1186 4.0503 0.37499
1286 5.1614 0.45832
187 3.0945 10.3898 0.54165
INC 2/13 0.1792
287 3.1646 9.0631 0.62498
387 0.1792 3.5714 0.70831
487 -10.4359 -10.4244 0.79164
587 -11.5969 -10.8202 0.87497
667 -9.2748 -7.4575 0.95830
787 -13.9169 -11.4627 1.04163
887 -17.0702 -13.5740 1.12496
987 -23.5388 -18.3747 1.20829
1087 -12.9237 -8.5414 1.29162
1187 -13.7530 -8.6829 1.37495
INC 12/87 -10.8638 -6.1100 1.45828
188 11.5308 1.1214 1.54161
288 14.1153 2.4985 1.62494
388 5.5666 -2.1866 1.70827
488 3.1809 -3.3273 1.79160
588 0.0000 -4.7853 1.87493
688 9.3439 -0.1332 1.95826
788 3.1809 -1.83375 -2.9259 2.04159
888 4.9702 -4.58215 -2.0232 2.12492
988 11.1332 3.342443 0.6187 2.20825
1088 16.6998 3.638067 2.7647 2.29158
1188 12.9225 0.737886 1.2538 2.37491
1298 15.5070 1.468489 2.1471 2.45824
</TABLE>
VARIABLE ZERO 2010
<TABLE>
<CAPTION>
DATE NAV DIVIDEND REINV SHARES SERIES ADJNAV MONTHRET QTLYRET ANNUAL INCEPTION
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/11/86 6 1 6.0000
786 5.61 1 5.6100 -6.5000
886 6.20 1 6.2000 10.5169
986 5.5518 1 5.5518 -10.4548 -7.4700
1086 5.9465 1 5.9465 7.1094 5.9982
1186 6.14 1 6.1400 3.2540 -0.9677
1286 6.08 1 6.0800 -0.9772 9.5140
187 6.19 1 6.1900 1.8092 4.0946
INC 2/13 5.88 0.2 5.88 0.0340 1.034014 6.0800 -1.7770 -0.9772
287 6.08 1.034014 6.2868 3.4014 3.4014
387 5.88 1.034014 6.0800 -3.2895 0.0000
487 5.25 1.034014 5.4286 -10.7143 -12.3009
587 5.04 1.034014 5.2114 -4.0000 -17.1053
687 5.24 1.034014 5.4182 3.9683 -10.8844 -9.6961
787 4.92 1.034014 5.0873 -6.1069 -6.2857 -9.3164 -15.2109
887 4.70 1.034014 4.8599 -4.4715 -6.7460 -21.6151 -19.0022
987 4.14 1.034014 4.2808 -11.9149 -20.9924 -22.8932 -28.6530
1087 4.83 1.034014 4.9943 16.6667 -1.8293 -16.0130 -16.7619
1187 4.83 1.034014 4.9943 0.0000 2.7660 -18.6598 -16.7619
CAP 12/87 4.80 0.2427 4.80 0.0505 1.086296 5.2142 4.4037 21.8043 -14.2398 -13.0963
1287 4.80 0.0641 4.80 0.0133 1.100802 5.2839 5.7980 23.4309 -13.0945 -11.9358
188 5.41 1.100802 5.9553 12.7083 19.2431 -3.7909 -0.7443
288 5.53 1.100802 6.0874 2.2181 21.8881 -3.1712 1.4573
388 5.07 1.100802 5.5811 -8.3183 5.6230 -8.2061 -6.9822
488 4.80 1.100802 5.2139 -5.3254 -11.2754 -2.6659 -11.9358
588 4.57 1.100802 5.0307 -4.7917 -17.3599 -3.4686 -16.1555
688 5.04 1.100802 5.5480 10.2845 -0.5917 2.3959 -7.5326
788 4.67 1.100802 5.1407 -7.3413 -2.7083 1.0497 -14.3208
888 4.67 1.100102 5.1407 0.0000 2.1882 5.7797 -14.3208
988 5.06 1.100802 5.5701 8.3512 0.3968 30.1168 -7.1656
1088 5.34 1.100802 5.8783 5.5336 14.3469 17.7002 -2.0285
1188 5.14 1.100802 5.6581 -3.7453 10.0642 13.2920 -5.6979
1288 5.36 1.100802 5.9003 4.2802 5.9289 11.6667 -1.6616
<CAPTION>
YEAR TO 2YRS INCEP YRS
DATE DATE 12/31 ANNUALZ ANNUALZ
<S> <C> <C> <C> <C>
7/11/86
786 -80.0687 0.04167
886 29.9941 0.12500
986 -31.1104 0.20833
1086 -3.0243 0.29166
1186 6.3440 0.37499
1286 2.9321 0.45832
187 1.8092 5.9245 0.54165
INC 2/13 0.0000
287 3.4014 7.7574 0.62498
387 0.0000 1.8876 0.70831
487 -10.7143 -11.8760 0.79164
587 -14.2857 -14.8742 0.87497
687 -10.8843 -10.0960 0.95830
787 -16.3265 -14.6499 1.04163
887 -20.0680 -17.0837 1.12496
987 -29.5918 -24.3775 1.20829
1087 -17.8571 -13.2415 1.29162
1187 -17.8571 -12.4915 1.37495
CAP 12/87 -14.2398 -9.1769 1.45828
1287 -13.0945 -7.9141 1.54161
188 12.7083 -0.4587 1.62494
288 15.2083 0.8505 1.70827
388 5.6250 -3.9594 1.79160
488 0.0000 -6.5544 1.87493
588 -4.7917 -8.6052 1.95826
688 5.0000 -3.7633 2.04159
788 -2.7083 -4.27358 -7.0155 2.12492
888 -2.7083 -8.94215 -6.7599 2.20125
988 5.4167 0.164340 -3.1926 2.29158
1088 11.2500 -0.57520 -0.8592 2.37491
1188 7.0833 -4.00421 -2.3583 2.45824
1288 11.6667 -1.48884 -0.6571 2.54157
</TABLE>
