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EXHIBIT 8(a)(4)
Franklin Xxxxxxxxx Services, Inc.
000 Xxxxxxxx Xxxxxx Xxxx.
Xxx Xxxxx, XX 00000
Re: Administrative Services Agreement
Gentlemen:
This letter sets forth the agreement (the "Agreement") between The Variable
Annuity Life Insurance Company (the "Company") and Franklin Xxxxxxxxx Services,
Inc. (the "Fund Administrator") concerning certain administrative services with
respect to the series (each a "Fund") of Templeton Variable Products Series Fund
(the "Trust"), as specified in the Participation Agreement identified below, as
of May 1, 2000.
1. Administrative Services and Expenses. Administrative services for the
Company's Separate Accounts (the "Accounts") with respect to their ongoing
investments in the Funds pursuant to the Fund Participation Agreement, as
amended from time to time, among the Company, the Trust, and Franklin Xxxxxxxxx
Distributors, Inc. (the "Underwriter"), among others, dated May 1, 2000 (the
"Participation Agreement"), and administrative services for purchasers of
variable life and annuity contracts (the "Contracts") issued through the
Accounts, are and shall be the responsibility of the Company. Administrative
services for the Funds in which the Account invests, and for purchasers of
shares of the Funds, are and shall be the responsibility of the Fund
Administrator or its affiliates.
2. Administrative Expense Payments. The Fund Administrator recognizes the
Company, on behalf of the Accounts, as the shareholder of shares of the Funds
purchased under the Participation Agreement on behalf of the Accounts. The Fund
Administrator further recognizes that it will derive a substantial
administrative convenience by virtue of having the Company be the shareholder of
record of shares of the Funds purchased under the Participation Agreement,
rather than multiple shareholders having record ownership of such shares. The
Fund Administrator recognizes that the Company will provide administrative
services necessary to facilitate investment in the Funds.
3. Nature of Payments. The parties to this letter agreement recognize and agree
that the Fund Administrator's payments to the Company relates to administrative
services only and do not constitute payment in any manner for investment
advisory services or for costs of distribution of Contracts or of shares of the
Fund, and that these payments are not otherwise related to investment advisory
or distribution services or expenses. The amount of the payments made by the
Fund Administrator to the Company pursuant to Paragraph 2 of this letter
agreement will not be deemed to be conclusive with respect to actual
administrative expenses incurred by the Company or savings of the Fund
Administrator.
4. Term. This letter agreement will remain in full force and effect from the
date of this Agreement specified on page 1, for so long as any assets of the
Funds are attributable to amounts invested by the Account under the
Participation Agreement, unless terminated in accordance with Paragraph 5 of
this letter agreement. In accordance with the Participation Agreement, the
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fee described in Paragraph 2, above, will continue to be due and payable with
respect to the shares attributable to Contracts existing and in effect on the
date this letter agreement is terminated pursuant to Paragraph 5, below.
5. Termination. This letter agreement may be terminated upon either (1) thirty
(30) days' written notice from one party to the other; or (2) upon cessation of
investment by the Account in the Fund pursuant to the Participation Agreement.
6. Amendment. This letter agreement may be amended only upon mutual agreement of
the parties hereto in writing.
7. Counterparts. This letter agreement may be executed in counterparts, each of
which will be deemed an original but all of which will together constitute one
and the same instrument.
8. Entire Agreement. This letter agreement, together with the attached Schedules
or attachments, contains the entire agreement among the parties and supersedes
any prior or inconsistent agreements, understandings or arrangements among the
parties with respect to the subject matter of this letter agreement, all of
which are merged herein.
9. Arbitration. In the event of a dispute concerning any provision of this
Agreement, either party may require the dispute to be submitted to binding
arbitration under the commercial arbitration rules of the American Arbitration
Association. Judgment upon any arbitration award may be entered by any court
having jurisdiction. This Agreement shall be interpreted in accordance with the
laws of the state of Florida and shall be subject to any applicable federal
securities laws.
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If this letter agreement is consistent with your understanding of the matters we
discussed concerning administrative expense payments, kindly sign below and
return a signed copy.
Very truly yours,
The Variable Annuity Life Insurance Company
By:
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Name:
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Title:
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ATTEST:
By:
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Name:
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Title:
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Acknowledged and Agreed:
FRANKLIN XXXXXXXXX SERVICES, INC.
By:
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Name:
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Title:
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SCHEDULE A
