SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT, dated as of ___________, 2000 between Xxxxxxxx
Advisors, Inc. ("Xxxxxxxx Advisors") and [Participating Insurance Company] (the
"Company").
The parties hereto enter into a Shareholder Servicing Agreement ("Servicing
Agreement") with respect to the Class 2 shares of each of the series of Xxxxxxxx
Portfolios, Inc. (the "Fund") listed in Schedule A hereto (the "Portfolios"),
and in consideration of the mutual agreements herein made, agree as follows:
1. The Company shall provide the following support services to owners of
variable annuity contracts issued by the Company ("Owners") who invest
in Class 2 shares of the Portfolios: printing and delivering
prospectuses, statements of additional information, shareholder
reports, proxy statements and marketing materials related to the
Portfolios to existing Owners; providing facilities to answer
questions from existing Owners about the Portfolios; receiving and
answering correspondence; providing information to J. & X. Xxxxxxxx &
Co. Incorporated, the Fund's investment manager (the "Manager"), and
to Owners with respect to Class 2 shares attributable to Owner
accounts; complying with federal and state securities laws pertaining
to the sale of Class 2 shares; assisting Owners in completing
application forms and selecting account options; and other
distribution related services.
2. 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 Owners.
3. Neither the Company nor any of its employees or agents are authorized
to make any representation concerning the Portfolios or the
Portfolios' Class 2 shares except those contained in the then current
Prospectus, copies of which will be supplied by Xxxxxxxx Advisors. The
Company shall have no authority to act as agent for Xxxxxxxx Advisors
or the Portfolios.
4. In consideration of the services and facilities described herein, the
Company shall be entitled to receive a shareholder servicing and
distribution fee in an amount up to .25% on an annual basis of the
average daily net assets attributable to Class 2 shares of the
Portfolios. Xxxxxxxx Advisors has no obligation to make any such
payment and the Company agrees to waive payment of its fee until
Xxxxxxxx Advisors is in receipt of the fee from the Portfolios. The
payment of fees has been authorized pursuant to a Shareholder
Servicing and Distribution Plan (the "Plan") approved by the Directors
of the Fund and the shareholders of the Portfolios pursuant to the
requirements of Rule 12b-1 under the Investment Company Act of 1940
(the "Act") and such authorizations may be withdrawn at any time.
5. It is understood that the Fund reserves the right, at its discretion
and without notice, to suspend or withdraw the sale of Class 2 shares
of the Portfolios. This Agreement shall not be construed to authorize
the Company to perform any act that Xxxxxxxx Advisors would not be
permitted to perform under the Distribution and Shareholder Servicing
Agreement between the Fund and Xxxxxxxx Advisors.
6. Subject to the proviso in Section 6 of the Plan, this Agreement shall
continue until December 31 of the year in which the Plan has first
been approved by shareholders and through December 31 of each year
thereafter provided such continuance is specifically approved at least
annually by a vote of a majority of (i) the Fund's Directors and (ii)
the Qualified Directors cast in person at a meeting called for the
purpose of voting on such approval and provided further that the
Company shall not have notified Xxxxxxxx Advisors in writing at least
60 days prior to the anniversary date of the previous continuance that
it does not desire such continuance. This Agreement may be terminated
at any time without payment of any penalty with respect to any
Portfolio by vote of a majority of the Qualified Directors, or by vote
of a majority of the outstanding voting securities of such Portfolio's
Class 2 shares, on 60 days' written notice to the Company and Xxxxxxxx
Advisors. Notwithstanding anything contained herein, in the event that
the Plan shall be terminated or any part thereof shall be found
invalid or ordered terminated by any regulatory or judicial authority,
or the Company shall fail to perform the services contemplated by this
Agreement, such determination to be made in good faith by Xxxxxxxx
Advisors, this Agreement may be terminated effective upon receipt of
written notice thereof by the Company. This Agreement will also
terminate automatically in the event of its assignment.
7. All communications to Xxxxxxxx Advisors shall be sent to its offices,
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any notice to the Company
shall be duly given if mailed or telegraphed to it at the address
shown below.
8. As used in this Agreement, the terms "assignment", "interested person"
and "vote of a majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and in the rules and
regulations thereunder and the term "Qualified Directors" shall mean
the Directors of the Fund who are not interested persons of the Fund
and have no direct or indirect financial interest in the Plan or in
any agreements related to the Plan.
9. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, any of the parties to do anything in
violation of any applicable laws or regulations.
IN WITNESS WHEREOF, Xxxxxxxx Advisors and the Company have caused this Agreement
to be executed by their duly authorized offices as of the date first above
written.
XXXXXXXX ADVISORS, INC.
By:_________________________________
Name:
Title:
COMPANY
By:_________________________________
Address:____________________________
__________________________________
__________________________________
SCHEDULE A
PORTFOLIOS
[Portfolios being serviced by the Company]
