Amendment No. 3 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc.
Amendment No. 3 to Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Protective Life Insurance Company
Protective Life Insurance Company
First Variable Capital Services, Inc.
Investment Distributors, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"), Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Protective Life Insurance Company ("you"), First Variable Capital Services, Inc. and Investment Distributors, Inc., your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 1, 2004 and subsequently amended May 1, 2006 and September 29, 2006 (the "Agreement"). The parties now desire to amend the Agreement in this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
|
1.
|
Investors Brokerage Services, Inc. is hereby added as a party to this Agreement
("Distributor"). |
|
2.
|
Section 1 and Section 2.2.1 are hereby each amended to reflect that Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust") is organized as a statutory trust under the laws of the State of Delaware.
|
|
3.
|
Section 3.1.3 is amended and restated in its entirety as follows:
|
|
"3.1.3 We agree that shares of the Trust will be sold only to: (i) life insurance companies which have entered into fund participation agreements with the Trust ("Participating Insurance Companies") and their separate accounts or to qualified pension and retirement plans in accordance with the terms of the Shared Funding Order; and (ii) investment companies in the form of funds of funds. No shares of any Portfolio will be sold to the general public."
|
|
4.
|
Section 5.2 is amended and restated in its entirety as follows:
|
|
|
"5.2 If and to the extent required by law, you shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares in accordance with the instructions received from Contract owners; and (iii) vote Trust shares owned by subaccounts for which no instructions have been received from Contract owners in the same proportion as Trust shares of such Portfolio for which instructions have been received
|
|
|
from Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. You reserve the right to vote Trust shares held in any Account in your own right, to the extent permitted by law."
|
|
5.
|
Schedules A, B, C, D and G of the Agreement are deleted and replaced in their entirety with the Schedules A, B, C, D and G attached hereto, respectively.
|
|
6.
|
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
|
|
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as ofMay 1, 2007.
|
| THE COMPANY: |
PROTECTIVE LIFE INSURANCE COMPANY
|
|
|
Title: Senior Vice President, Chief Operations and Technology Officer
|
DISTRIBUTORS OF THE COMPANY:
|
|
FIRST VARIABLE CAPITAL SERVICES INC.
|
|
|
Name:
|
|
|
Title: President
|
|
|
INVESTMENT DISTRIBUTORS, INC.
|
|
|
Name:
|
|
|
Title: President
|
|
|
INVESTORS BROKERAGE SERVICES, INC.
|
|
|
Name:
|
|
|
Title:
|
2
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
Only on behalf of
each Portfolio listed
on Schedule C of
each Portfolio listed
on Schedule C of
the Agreement
|
By:
|
|
|
Name:
|
|
|
Title:
|
The Underwriter: FRANKLIN/XXXXXXXXX DISTRJBUTORS, INC.
|
By:
|
|
|
Name:
|
|
|
Title:
|
3
Schedule A
The Company and its Distributors
THE COMPANY
Protective Life Insurance Company
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
A life insurance company organized under Tennessee law.
THE DISTRIBUTORS
First Variable Capital Services, Inc
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
A corporation organized under Arkansas law.
Investment Distributors, Inc.
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
A corporation organized under Tennessee law.
Investors Brokerage Services, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxx, XX 00000
A corporation organized under Delaware law.
4
Schedule B
Accounts of the Company
|
Xxxxx of Account
|
SEC Registration
|
|
|
Yes/No
|
||
|
Yes
|
||
|
Separate Account VL
|
Yes
|
|
|
First Variable Annuity Fund E
|
Yes
|
|
|
Protective Variable Annuity Separate Account
|
Yes
|
|
|
Protective Variable Life Separate Account
|
Yes
|
|
|
Protective Acquired Variable Annuity Separate Account
|
||
|
(formerly Chase Variable Annuity Separate Account)
|
Yes
|
5
Schedule C
Available Portfolios and Classes of Shares of the Trust
1. Franklin Flex Cap Growth Securities Fund - Class 2
2. Franklin Income Securities Fund- Class 2
3. Franklin Rising Dividends Securities Fund- Class 2
4. Franklin Small-Mid Cap Growth Securities Fund- Class 2
5. Mutual Shares Securities Fund- Class 2
6. Xxxxxxxxx Developing Markets Securities Fund- Class 2
7. Xxxxxxxxx Foreign Securities Fund- Class 2
8. Xxxxxxxxx Growth Securities Fund- Class
9. Xxxxxxxxx Global Income Securities Fund- Class 2
10. Franklin U.S. Government Fund- Class 2
6
Schedule D
Contracts of the Company
1. Capital Estate Builder VUL 8890
2. Capital Solutions VUL 8980
3. Capital One Pay VL 8960
4. Capital Six VA 8860
5. Capital No Load VA
6. Capital Xxxx XX 00000
7. VISTA 20045
8. Capital Retro Bonus 9000
9. Protective Variable Annuity
10. Protective Advantage
11. Protective Variable Annuity II
12. Protective RewardsB2A
13. Protective Access
14. Protective Values
15. Protective ValuesAccess
16. Protective ValuesAdvantage
17. Protective Premiere II
18. Protective Preserver
19. Protective Executive
20. Protective Protector
21. Protective FI Variable Annuity
22. Protective RSG Advantage III
23. Protective RSG Preferred Plus
7
Schedule G
Addresses for Notices
|
To the Company:
|
Protective Life Insurance Company
|
|
|
0000 Xxxxxxx 000 Xxxxx
|
||
|
Xxxxxxxxxx, Xxxxxxx 00000
|
||
|
Attention: Senior Associate Counsel- Variable
|
||
|
Annuities
|
||
|
To the Distributors:
|
First Variable Capital Services, Inc.
|
|
| Investment Distributors, Inc. | ||
| Investors Brokerage Services, Inc. | ||
|
0000 Xxxxxxx 000 Xxxxx
|
||
|
Xxxxxxxxxx, Xxxxxxx 00000
|
||
|
Attention: Senior Associate Counsel - Variable
|
||
|
Annuities
|
||
|
To the Trust:
|
Franklin Xxxxxxxxx Variable Insurance Products Trust
|
|
|
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
|
||
|
Xxx Xxxxx, Xxxxxxxxxx 00000
|
||
|
Attention: Xxxxx X. Xxxxxxxx, Vice President
|
||
|
To the Underwriter:
|
Franklin/Xxxxxxxxx Distributors, Inc.
|
|
|
000 Xxxxxxxx Xxxxxxx, 0xx Xxxxx
|
||
|
Xx. Xxxxxxxxxx, XX 00000
|
||
|
Attention: Xxxxx Xxxxx, President
|
||
|
If to the Trust or Underwriter with a copy to:
|
||
|
Franklin Xxxxxxxxx Xxxxxxxxxxx
|
||
|
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
|
||
|
Xxx Xxxxx, Xxxxxxxxxx 00000
|
||
|
Attention: General Counsel
|
8
