AMENDED AND RESTATED
BUSINESS MANAGEMENT AGREEMENT
BETWEEN
XXXXXXXXX VARIABLE PRODUCTS SERIES FUND
AND
XXXXXXXXX FUNDS ANNUITY COMPANY
AGREEMENT as of October 30, 1992, as amended and restated
______________, 1996, between Templeton Variable Products Series Fund, a
registered open-end management investment company (the "Trust") comprised of six
series (Templeton Stock Fund, Templeton Bond Fund, Templeton Asset Allocation
Fund, Xxxxxxxxx International Fund, Templeton Money Market Fund and Xxxxxxxxx
Developing Markets Fund) and any additional series that may be created in the
future (the "Funds"), and Xxxxxxxxx Funds Annuity Company ("TFAC").
In consideration of the mutual promises herein made, the
parties hereby agree as follows:
(1) TFAC agrees, during the life of this Agreement, to be
responsible for:
(a) providing office space, telephone, office equipment
and supplies for the Trust;
(b) paying compensation of the Trust's officers for
services rendered as such;
(c) authorizing expenditures and approving bills for
payment of behalf of the Trust;
(d) supervising preparation of annual and semiannual
reports to Shareholders, notices of dividends,
capital gains distributions and tax credits;
(e) daily pricing of the Funds' investment portfolios and
preparing and supervising publication of daily
quotations of the bid and asked prices of the Funds'
Shares, earnings reports and other financial data;
(f) monitoring relationships with organizations serving
the Trust, including custodians, transfer agents and
printers;
(g) providing trading desk facilities for the Funds;
(h) supervising compliance by the Trust with
record-keeping requirements under the Investment
Company Act of 1940, as amended (the "1940 Act") and
the regulations thereunder, with state regulatory
requirements, maintenance of books and records for
the Trust (other than those maintained by the Trust's
custodian and transfer agent), and preparing and
filing of tax reports other than the Trust's income
tax returns; and
(i) providing executive, clerical and secretarial
help needed to carry out the above responsibilities.
(2) The Trust agrees, during the life of this Agreement, to pay to TFAC
as compensation for the foregoing a monthly fee equal on an annual basis to
0.15% of the first $200 million of the aggregate average daily net assets of the
Funds during the month preceding each payment, reduced as follows: on such net
assets in excess of $200 million up to $700 million, a monthly fee equal on an
annual basis to 0.135%; on such net assets in excess of $700 million up to $1.2
billion, a monthly fee equal on an annual basis to 0.1%; and on such net assets
in excess of $1.2 billion, a monthly fee equal on an annual basis to 0.075%.
TFAC may waive all or a portion of its fees provided for hereunder and such
waiver shall be treated as a reduction in purchase price of its services. TFAC
shall be contractually bound hereunder by the terms of any publicly announced
waiver of its fee, or any limitation of a Fund's expenses, as if such waiver or
limitation were fully set forth herein.
(3) This Agreement shall remain in full force and effect through ,
1998, and thereafter from year to year to the extent such continuance is
approved annually by the Board of Trustees of the Trust in accordance with the
requirements of applicable law.
(4) This Agreement may be terminated by the Trust at any time on sixty
(60) days' written notice without payment of penalty provided that such
termination by the Trust shall be directed or approved by the vote of a majority
of the Trustees of the Trust in office at the time or by the vote of a majority
of the outstanding voting securities of the Trust (as defined by the 1940 Act);
and shall terminate automatically and immediately in the event of its
assignment.
(5) In the absence of willful misfeasance, bad faith or gross
negligence on the part of TFAC, or of reckless disregard of its obligations
hereunder, TFAC shall not be subject to liability for any act or omission in the
course of, or connected with, rendering services hereunder.
(6) It is understood and expressly stipulated that neither the holders
of Shares of the Funds nor any Trustee, officer, agent or employee of the Trust
shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, but
the Trust only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers and their
respective corporate seals to be hereunto duly affixed and attested.
XXXXXXXXX VARIABLE PRODUCTS SERIES FUND
By: ___________________________
Xxxx X. Xxx
Vice President
ATTEST:
Xxxxxx X. Xxxxxxx
Secretary
XXXXXXXXX FUNDS ANNUITY COMPANY
By: __________________________
Xxxxxxx X. Xxxxxx
President
ATTEST:
Xxxxxx X. Xxxxxxx
Secretary
