SHAREHOLDER SERVICES AGREEMENT
Exhibit 8(ggg)
This Agreement is made as of December 28, 2007, by and between
AllianceBernstein Investments, Inc. (the “Distributor”), a Delaware corporation, and Xxxxxxx Xxxxx
Life Insurance Company (the “Company”), an Arkansas life insurance company.
WHEREAS, the Company has entered into a participation agreement dated September 16, 2002
with the Distributor and Alliance Global Investor Services, Inc. related to certain open-end
investment companies registered under the Investment Company Act of 1940 (the “1940 Act”) (the
“Funds”) with respect to the purchase of a class of shares designated “A Shares” of one or more
of the Funds (each a “Fund”) by certain separate accounts of the Company (“Accounts”); and
WHEREAS, the Distributor serves as the distributor to the Fund; 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 Fund 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 Fund’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 Funds: 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 Funds; 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.
1
(c) The Company will furnish to the Distributor, the Funds, or their designees such
information as the Distributor may reasonably request, and will otherwise cooperate with the
Distributor in the preparation of reports to the 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 the 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 quarterly fee (“Servicing Fee”) calculated
as follows: the average aggregate amount invested each calendar quarter by the Company in the A
Shares of each Fund that are attributable to the Contracts is multiplied by a pro rata fee
factor. The pro rata fee factor is calculated by: (a) dividing the per annum factor set forth on
Exhibit A for the A Shares of each Fund by the number of days in the applicable year, and (b)
multiplying the result by the actual number of days in the applicable quarter. The average
aggregate amount invested in the Fund over a one-quarter period shall be computed by totaling the
aggregate investment (A Share net asset value multiplied by total number of A Shares of each Fund
held by the Company) on each business day during the quarter and dividing by the total number of
business days during such quarter.
Distributor will calculate the fee at the end of each calendar month and will make such
payment to the Company, without demand or notice by the Company, within thirty (30) days
thereafter. The check for 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 such 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 it 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 Fund, this Agreement will continue with
respect to a Fund only if the Fund’s 12b-1 Plan continues to be in effect.
2
(b) This Agreement will automatically terminate with respect to a Fund in the event of its
assignment (as such term is defined in the 0000 Xxx) with respect to such Fund. This Agreement may
be terminated with respect to any Fund 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 Fund 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
Fund or any agreement relating to such Plan, including this Agreement, or by a vote of a majority
of the A Shares of such Fund 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.
| ALLIANCEBERNSTEIN INVESTMENTS, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | XXXXXX X. XXXXX | |||
| Title: | ASSISTANT SECRETARY | |||
| XXXXXXX XXXXX LIFE INSURANCE COMPANY |
||||
| By: | /s/ Xxxxx X Xxxxxxxxxx | |||
| Name: | Xxxxx X Xxxxxxxxxx | |||
| Title: | President | |||
3
Exhibit A to Shareholder Services Agreement
| Current Annual Class A | ||||
| Name of Fund | 12b-1 Service Fee* | |||
AllianceBernstein Large Cap Growth Fund
(formerly, AllianceBernstein Premier Growth) |
0.25 | % | ||
AllianceBernstein Growth and Income Fund |
0.25 | % | ||
AllianceBernstein International Value |
0.25 | % | ||
AllianceBernstein Small Cap Value Fund, Inc. |
0.25 | % | ||
AllianceBernstein Value Fund, Inc. |
0.25 | % | ||
| * | Shall not exceed 0.25% |
As of
4
