Pre-Effective Amendment to Registration Statement of a Unit Investment Trust — Form S-6
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-6EL24/A Pre-Effective Amendment to Registration Statement 4± 24K
of a Unit Investment Trust
9: EX-27.ALGRMDP Financial Data Schedule (Pre-XBRL) 2± 18K
10: EX-27.ALGRSMCP Financial Data Schedule (Pre-XBRL) 2± 18K
11: EX-27.FIDASM Financial Data Schedule (Pre-XBRL) 2± 18K
13: EX-27.FIDGRWTH Financial Data Schedule (Pre-XBRL) 2± 18K
14: EX-27.FIDINDEX Financial Data Schedule (Pre-XBRL) 2± 18K
12: EX-27.FIDMONMT Financial Data Schedule (Pre-XBRL) 2± 18K
15: EX-27.FIDOVER Financial Data Schedule (Pre-XBRL) 2± 18K
19: EX-27.INVHGYD Financial Data Schedule (Pre-XBRL) 2± 18K
16: EX-27.INVINDL Financial Data Schedule (Pre-XBRL) 2± 18K
17: EX-27.INVTOT Financial Data Schedule (Pre-XBRL) 2± 18K
18: EX-27.INVUTIL Financial Data Schedule (Pre-XBRL) 2± 18K
22: EX-27.LIMMATBD Financial Data Schedule (Pre-XBRL) 2± 18K
20: EX-27.NBGOVTIN Financial Data Schedule (Pre-XBRL) 2± 18K
21: EX-27.NBGRWTH Financial Data Schedule (Pre-XBRL) 2± 18K
23: EX-27.NBPART Financial Data Schedule (Pre-XBRL) 2± 18K
24: EX-27.VEGOLD Financial Data Schedule (Pre-XBRL) 2± 18K
25: EX-27.VEWLDWD Financial Data Schedule (Pre-XBRL) 2± 18K
46: EX-99.2AOPINCOUNSEL Miscellaneous Exhibit 2± 17K
47: EX-99.2BOPINCOUNSEL Miscellaneous Exhibit 1 14K
3: EX-99.3A12-31-94CMPY Miscellaneous Exhibit 35± 156K
4: EX-99.3B12-31-94CMPY Miscellaneous Exhibit 27± 119K
5: EX-99.3C3-31-95CMPYS Miscellaneous Exhibit 13± 62K
6: EX-99.3D12-31-94SEPA Miscellaneous Exhibit 6± 34K
7: EX-99.3E3-31-95SEPAC Miscellaneous Exhibit 5± 51K
8: EX-99.3F3-31-95SEPAC Miscellaneous Exhibit 6± 33K
30: EX-99.A1ESTABLISHSEP Miscellaneous Exhibit 5± 34K
37: EX-99.A3A.1ADDENDUMT Miscellaneous Exhibit 1 15K
38: EX-99.A3A.2AMENDMENT Miscellaneous Exhibit 1 16K
39: EX-99.A3A.3AMENDMENT Miscellaneous Exhibit 7± 36K
40: EX-99.A3A.4AMENDMENT Miscellaneous Exhibit 2± 17K
41: EX-99.A3A.5AMENDMENT Miscellaneous Exhibit 5± 30K
42: EX-99.A3A.6AMENDMENT Miscellaneous Exhibit 2± 16K
31: EX-99.A3BCOMPENSATIO Miscellaneous Exhibit 4± 23K
32: EX-99.A3CCOMMISSIONS Miscellaneous Exhibit 1 14K
26: EX-99.A4.AUNDERTAKIN Miscellaneous Exhibit 4± 27K
27: EX-99.A4.BREGSTMTCON Miscellaneous Exhibit 3± 20K
28: EX-99.A4.CSIGNATUREP Miscellaneous Exhibit 2± 18K
29: EX-99.A4.DEXHIBITIND Miscellaneous Exhibit 2± 15K
43: EX-99.A4.ESERVICESAG Miscellaneous Exhibit 2± 18K
51: EX-99.A4.FNOTICEOFWI Miscellaneous Exhibit 2± 18K
52: EX-99.A4.G6E3-TREPRE Miscellaneous Exhibit 1 14K
53: EX-99.A4.HPOWERSOFAT Miscellaneous Exhibit 13± 62K
2: EX-99.A5APROSPECTUS Miscellaneous Exhibit 90± 396K
35: EX-99.A6.ARESTATEDAR Miscellaneous Exhibit 4± 27K
36: EX-99.A6.BBY-LAWS Miscellaneous Exhibit 15± 71K
33: EX-99.A7.ALIFECONTRA Miscellaneous Exhibit 36± 136K
34: EX-99.A7.BRIDERCONTR Miscellaneous Exhibit 3± 22K
44: EX-99.A9.AAPPLICATIO Miscellaneous Exhibit 24± 94K
45: EX-99.A9.BAPPLICATIO Miscellaneous Exhibit 12± 57K
50: EX-99.C1ACCTCONSNT Miscellaneous Exhibit 1 14K
48: EX-99.C6.AOTHEROPINA Miscellaneous Exhibit 2± 16K
49: EX-99.C6.BOTHEROPINA Miscellaneous Exhibit 1 16K
EX-99.A3A.5AMENDMENT — Miscellaneous Exhibit
ASSIGNMENT AND MODIFICATION AGREEMENT
This Agreement is made by and between Neuberger & Berman
Advisers Management Trust ("Trust"), a Massachusetts business
trust, Neuberger & Berman Management Incorporated ("N&B
Management"), a New York corporation, Neuberger & Berman Advisers
Management Trust ("Successor Trust"), a Delaware business trust,
Advisers Managers Trust ("Managers Trust") and Security Life of
Denver Insurance Company ("Life Company"), a life insurance
company organized under the laws of the State of Colorado.
WHEREAS, the Life Company has previously entered into a
Sales Agreement dated September 28, 1994 (the "Sales Agreement")
with the Trust and N&B Management regarding the purchase of
shares of the Trust by Life Company; and
WHEREAS, as part of the reorganization into a "master-
feeder" fund structure (the "Reorganization"), the Trust will be
converted into the Successor Trust, a Delaware business trust;
and
WHEREAS, as part of the Reorganization, each Portfolio of
the Trust will transfer all of its assets to the corresponding
Portfolio of the Successor Trust ("Successor Portfolio") and each
Successor Portfolio will invest all of its net investable assets
in a corresponding series of Managers Trust; and
WHEREAS, as part of the Reorganization, an Order under
Section 6(c) of the Investment Company Act of 1940 ("`40 Act") is
expected to be issued by the Securities and Exchange Commission
("SEC") granting exemptions from Sections 9(a), 13(a), 15(a) and
15(b) of the `40 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder; and
WHEREAS, the Order is expected to require that certain
conditions (the "Conditions") as set forth in the Notice
(Investment Company Act Release No. 21003 (April 12, 1995)) be
made a part of the Sales Agreement; and
WHEREAS, the parties hereto desire to assign the Sales
Agreement from the Trust to the Successor Trust, to modify the
Sales Agreement to include the Conditions and to rename the Sales
Agreement; and
WHEREAS, Managers Trust will become a party to the Sales
Agreement as modified hereby, due to and for purposes of its
obligations under the Conditions.
NOW THEREFORE, in consideration of their mutual promises,
Trust, N&B Management, Successor Trust, Managers Trust and Life
Company agree as follows:
1. The Sales Agreement is hereby assigned by the Trust to
the Successor Trust.
2. Pursuant to such assignment, the Successor Trust hereby
accepts all rights and benefits of the Trust under the Sales
Agreement and agrees to perform all duties and obligations of the
Trust under the Sales Agreement. Upon the effectiveness of this
Assignment and Modification Agreement, the Trust will be
released from all obligations and duties under the Sales
Agreement.
3. The Sales Agreement is hereby modified to include the
Conditions as follows:
Sections 13 and 14 of the Sales Agreement are replaced by
the following:
13. a) The Board of Trustees of each of the Successor Trust
and Managers Trust (the "Boards") will monitor the Successor
Trust and Managers Trust, respectively, (collectively the
"Funds") for the existence of any material irreconcilable
conflict between the interests of the contract owners of all
insurance company separate accounts investing in the Funds. A
material irreconcilable conflict may arise for a variety of
reasons, including: (a) state insurance regulatory authority
action; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling,
private letter ruling, or any similar action by insurance, tax,
or securities regulatory authorities; c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in
which the investments of the Funds are being managed; (e) a
difference in voting instructions given by variable annuity and
variable life insurance contract owners or by contract owners of
different participating insurance companies; or (f) a decision by
a participating insurance company to disregard voting
instructions of contract owners.
b) Life Company, other participating insurance
companies, N&B Management (or any other manager or administrator
of the Funds), and any qualified pension and retirement plan that
executes a fund participation agreement upon becoming an owner of
10% or more of the assets of the Funds (collectively,
"Participants") will report any potential or existing conflicts
to the Boards. Participants will be responsible for assisting
the appropriate Board in carrying out its responsibilities under
these Conditions by providing the Board with all information
reasonably necessary for it to consider any issues raised. This
responsibility includes, but is not limited to, an obligation by
each Participant to inform the Board whenever variable contract
owner voting instructions are disregarded. These
responsibilities will be carried out with a view only to the
interests of the contract owners.
c) If a majority of the Board of a Fund or a majority
of its disinterested trustees or directors, determines that a
material irreconcilable conflict exists, the relevant
Participant, at its expense and to the extent reasonably
practicable (as determined by a majority of disinterested
trustees or directors), will take any steps necessary to remedy
or eliminate the irreconcilable material conflict, including: (a)
withdrawing the assets allocable to some or all of the separate
accounts from the Funds or any series thereof and reinvesting
those assets in a different investment medium, which may include
another series of the Successor Trust or Managers Trust, or
another investment company or submitting the question as to
whether such segregation should be implemented to a vote of all
affected variable contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., variable
annuity or variable annuity contract owners of one or more
Participants) that votes in favor of such segregation, or
offering to the affected variable contract owners the option of
making such a change; and (b) establishing a new registered
management investment company or managed separate account. If a
material irreconcilable conflict arises because of a
Participant's decision to disregard contract owner voting
instructions, and that decision represents a minority position or
would preclude a majority vote, the Participant may be required,
at the election of the relevant Fund, to withdraw its separate
account's investment in such Fund, and no charge or penalty will
be imposed as a result of such withdrawal.
The responsibility to take remedial action in the event
of a Board determination of an irreconcilable material conflict
and to bear the cost of such remedial action shall be a
contractual obligation of all Participants under their agreements
governing their participation in the Funds. The responsibility
to take such remedial action shall be carried out with a view
only to the interests of the contract owners.
For the purposes of Condition (c), a majority of the
disinterested members of the applicable Board shall determine
whether or not any proposed action adequately remedies any
irreconcilable material conflict, but in no event will the
relevant Fund or N&B Management (or any other investment adviser
of the Funds) be required to establish a new funding medium for
any variable contract. Further, no Participant shall be required
by this condition (c) to establish a new funding medium for any
variable contract if any offer to do so has been declined by a
vote of a majority of contract owners materially affected by the
irreconcilable material conflict.
d) Any Board's determination of the existence of an
irreconcilable material conflict and its implications shall be
made known promptly and in writing to all Participants.
14. a) Participants will provide pass-through voting
privileges to all contract owners so long as the SEC continues to
interpret the `40 Act as requiring pass-through voting privileges
for variable contract owners. This condition will apply to UIT-
separate accounts investing in the Successor Trust and to managed
separate accounts investing in Managers Trust to the extent a
vote is required with respect to matters relating to Managers
Trust. Accordingly, the Participants, where applicable, will
vote shares of a Fund held in their separate accounts in a manner
consistent with voting instructions timely received from variable
contract owners. Participants will be responsible for assuring
that each of their separate accounts that participates in the
Funds calculates voting privileges in a manner consistent with
other Participants. The obligation to calculate voting
privileges in a manner consistent with all other separate
accounts investing in the Funds will be a contractual obligation
of all Participants under the agreements governing participation
in the Funds. Each Participant will vote shares for which it has
not received timely voting instructions, as well as shares it
owns, in the same proportion as its votes those shares for which
it has received voting instructions.
b) If and to the extent Rule 6e-2 and Rule 6e-3(T) are
amended, or Rule 6e-3 is adopted, to provide exemptive relief
from any provision of the `40 Act or the rules thereunder with
respect to mixed and shared funding on terms and conditions
materially different from any exemptions granted in the order
requested, then the Successor Trust, Managers Trust and/or the
Participants, as appropriate, shall take such steps as may be
necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended,
and Rule 6e-3, as adopted, to the extent such Rules are
applicable.
c) No less than annually, the Participants shall submit
to the Boards such reports, materials or data as such Boards may
reasonably request so that the Boards may fully carry out the
obligations imposed upon them by these Conditions. Such reports,
materials, and data shall be submitted more frequently if deemed
appropriate by the applicable Boards.
4. The Sales Agreement shall be renamed Fund Participation
Agreement.
5. This Assignment and Modification Agreement shall be
effective on May 1, 1995, the closing date of the conversion. In
the event of a conflict between the terms of this Assignment and
Modification Agreement and the terms of the Sales Agreement, the
terms of this Assignment and Modification Agreement shall
control.
6. All other terms and conditions of the Sales Agreement
remain in full force and effect.
Executed this day of , 1995.
Neuberger & Berman Advisers
Management Trust
(a Massachusetts business trust)
Attest: By: Stanley Egener, Chairman
Neuberger & Berman Advisers
Management Trust
(a Delaware business trust)
Attest: By: Stanley Egener, Chairman
Advisers Managers Trust
Attest: By:
Neuberger & Berman Management
Incorporated
Attest: By:
Security Life of Denver Insurance Company
Attest: By:
Dates Referenced Herein
| This ‘S-6EL24/A’ Filing | | Date | | Other Filings |
|---|
| |  |
| Corrected on: | | 9/17/03 | | None on these Dates |
| Changed as of: | | 9/18/95 |
| Filed on: | | 8/4/95 |
| | 5/1/95 |
| | 4/12/95 |
| | 9/28/94 |
| List all Filings |
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