SHAREHOLDER SERVICES AGREEMENT
Exhibit 8(ttt)
This Agreement is made as of December 28, 2007, by and between Franklin Xxxxxxxxx
Distributors, Inc. (the “Distributor”), a New York company, and Xxxxxxx Xxxxx Life Insurance
Company (the “Company”), an Arkansas life insurance company.
WHEREAS, the Company has entered into a participation agreement dated October 11, 2002 with
the Distributor, which serves as the principal underwriter of one or more mutual funds (the
“Funds”), each an open-end investment company registered under the Investment Company Act of 1940
(the “1940 Act”) with respect to the purchase of a class of shares designated “A Shares” of one or
more series of the Fund (each a “Portfolio”) by certain separate accounts of the Company
(“Accounts”); and
WHEREAS, the Company desires to provide certain shareholder services to owners (“Contract
Owners”) of variable life insurance policies or variable annuity contracts (“Contracts”) in
connection with their allocation of contract values to the Portfolios and Distributor desires
Company to provide such services, subject to the conditions of this Agreement; and
WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the A Shares of each Portfolio have
adopted a Distribution and Shareholder Servicing Plan (the “12b-1 Plan”) which, among other
things, authorizes the Distributor to enter into this Agreement with organizations such as Company
and to compensate such organizations out of each Portfolio’s average daily net assets attributable
to the A Shares:
NOW THEREFORE, in consideration of mutual covenants contained in this Agreement, the
Distributor and the Company agree as follows:
1. Services of Company.
(a) The Company shall provide any combination of the following support services, as agreed
upon by the parties from time to time, to Contract Owners who allocate contract values to the A
Shares of the Portfolios: delivering prospectuses, statements of additional information,
shareholder reports, proxy statements, and marketing materials to prospective and existing
Contract Owners; providing educational materials regarding the A Shares; providing facilities to
answer questions from prospective and existing Contract Owners about the Portfolios; receiving and
answering correspondence; complying with federal and state securities laws pertaining to the sale
of A Shares; assisting Contract Owners in completing application forms and selecting account
options; and providing Contract Owner recordkeeping and similar administrative services.
(b) The Company will provide such office space and equipment, telephone facilities, and
personnel as may be reasonably necessary or beneficial in order to provide such services to
Contract Owners.
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(c) The Company will furnish to the Distributor, the Fund, or their designees such information
as the Distributor may reasonably request, and will otherwise cooperate with the Distributor in the
preparation of reports to each Fund’s Board of Directors concerning this Agreement, as well as any
other reports or filings that may be required by law.
2. Maintenance of Records. The Company shall maintain and preserve all records as
required by law to be maintained and preserved in connection with providing the services herein.
Upon the reasonable request of Distributor or a Fund, Company shall provide Distributor, the Fund,
or the representative of either, copies of all such records.
3. Fees. In consideration of the Company’s performance of the services described in
this Agreement, Distributor shall pay to the Company a monthly fee (“Servicing Fee”) calculated in
accordance with each Fund’s prospectus and statement of additional information.
Distributor will calculate the fee at the end of each quarter and will make such payment to
the Company, without demand or notice by the Company, within thirty (30) days thereafter. Such
payment will be accompanied by a statement showing the calculation of the amounts being paid by
Distributor and such other supporting data as may be reasonably requested by the Company.
Payment of fees under this Agreement shall be made to Company in accordance with Company
procedures. Company may amend procedures and in the event of such amendment will provide
sufficient notice to the paying entity.
4. Representations, Warranties and Agreements.
The Company represents, warrants, and covenants that if required by applicable law, the
Company will disclose to each Contract Owner the existence of the Servicing Fee received by the
Company pursuant to this Agreement in a form consistent with the requirements of applicable law.
The Distributor represents and warrants that is a broker-dealer registered under the
Securities Exchange Act of 1934 and it is authorized by the Fund’s Board of Directors to enter
into this Agreement.
5. Termination.
(a) Unless sooner terminated with respect to any Portfolio, this Agreement will continue with
respect to a Portfolio only if the continuance of a form of this Agreement is specifically
approved at least annually by the vote of a majority of the members of the Board of Directors of
the Fund who are not “interested persons” (as such term is defined in the 0000 Xxx) and who have
no direct or indirect financial interest in the 12b-1 Plan relating to such Portfolio or any
agreement relating to such 12b-1 Plan, including this Agreement, cast in person at a meeting
called for the purpose of voting on such approval.
(b) This Agreement will automatically terminate with respect to a Portfolio in the event of
its assignment (as such term is defined in the 0000 Xxx) with respect to such Portfolio. This
Agreement may be terminated with respect to any
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Portfolio by the Distributor or by the Company, without penalty, upon sixty (60) days’ prior
written notice to the other party. This Agreement may also be terminated with respect to any
Portfolio at any time without penalty by the vote of a majority of the members of the Board of
Directors of the Fund who are not “interested persons” (as such term is defined in the 0000 Xxx)
and who have no direct or indirect financial interest in the 12b-1 Plan relating to such Portfolio
or any agreement relating to such Plan, including this Agreement, or by a vote of a majority of the
A Shares of such Portfolio on 60 days’ written notice.
(c) In addition, either party may terminate this Agreement immediately if at any time it is
determined by any federal or state regulatory authority that compensation to be paid under this
Agreement is in violation of or inconsistent with any federal or state law.
6. Miscellaneous.
(a) No modification of any provision of this Agreement will be binding unless in writing and
executed by the parties. No waiver of any provision of this Agreement will be binding unless in
writing and executed by the party granting such waiver.
(b) This Agreement shall be binding upon and shall inure to the benefit of the parties and
their respective successors and assigns; provided, however that neither this Agreement nor any
rights, privileges, duties, or obligations of the parties may be assigned by either party without
the written consent of the other party or as expressly contemplated by this Agreement.
(c) This Agreement shall be governed by and interpreted in accordance with the laws of the
State of New York, exclusive of conflicts of laws.
(d) This Agreement may be executed in several counterparts, each of which shall be an
original but all of which together shall constitute one and the same instrument.
| FRANKLIN XXXXXXXXX DISTRIBUTORS, INC. |
||||
| By: | /s/ Xxxxxx X’Xxxx | |||
| Name: | Xxxxxx X’Xxxx | |||
| Title: | Executive Vice President | |||
| XXXXXXX XXXXX LIFE INSURANCE COMPANY |
||||
| By: | /s/ Xxxxx X Xxxxxxxxxx | |||
| Name: | Xxxxx X Xxxxxxxxxx | |||
| Title: | President | |||
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Exhibit A to Shareholder Services Agreement
| Name of Portfolio | Fee Factor* | |||
Xxxxxxxxx Growth Fund, Class A |
0.25 | % | ||
Xxxxxxxxx Foreign Fund, Class A |
||||
| * | Shall not exceed 0.25% |
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