AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin Xxxxxxxxx Distributors, Inc.
COVA Financial Services Life Insurance Company
The participation agreement, dated as of September 1, 2000, by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust, Franklin Xxxxxxxxx
Distributors, Inc. and COVA Financial Services Life Insurance Company (the
"Agreement") is hereby amended as follows:
Section 4.4 of the Agreement is deleted in its entirety and replaced with
the following provision:
4.4 At your option, we shall provide you, at our expense, with either:
(i) for each Contract owner who is invested through the Account in a
subaccount corresponding to a Portfolio ("designated subaccount"), one copy
of each of the following documents on each occasion that such document is
required by law or regulation to be delivered to such Contract owner who is
invested in a designated subaccount: the Trust's current prospectus, annual
report, semi-annual report and other shareholder communications, including
any amendments or supplements to any of the foregoing, pertaining
specifically to the Portfolios ("Designated Portfolio Documents"); or (ii)
a camera ready copy of such Designated Portfolio Documents in a form
suitable for printing and from which information relating to series of the
Trust other than the Portfolios has been deleted to the extent practicable.
In connection with clause (ii) of this paragraph, we will pay for
proportional printing costs for such Designated Portfolio Documents in
order to provide one copy for each Contract owner who is invested in a
designated subaccount on each occasion that such document is required by
law or regulation to be delivered to such Contract owner, and provided the
appropriate documentation is provided and approved by us. We shall provide
you with a copy of the Trust's current statement of additional information,
including any amendments or supplements, in a form suitable for you to
duplicate. The expenses of furnishing, including mailing, to Contract
owners the documents referred to in this paragraph shall be borne by you.
For each of the documents provided to you in accordance with clause (i) of
this paragraph 4.4, we shall provide you, upon your request and at your
expense, additional copies. In no event shall we be responsible for the
costs of printing or delivery of Designated Portfolio Documents to
potential or new Contract owners or the delivery of Designated Portfolio
Documents to existing contract owners.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of September 1, 2000.
Franklin Xxxxxxxxx Variable Insurance Franklin Xxxxxxxxx Distributors, Inc.
------------------------------------- -------------------------------------
Products Trust
--------------
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx
Title: Assistant Vice President Title: Vice President
COVA FINANCIAL SERVICES LIFE
----------------------------
INSURANCE COMPANY
-----------------
By: /s/ J. Xxxxxx Xxxxxx
---------------------------------
Name: J. Xxxxxx Xxxxxx
Title: Senior VP & Chief Actuary
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin Xxxxxxxxx Distributors, Inc.
COVA Financial Services Life Insurance Company
The participation agreement, dated as of September 1, 2000, by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust, Franklin Xxxxxxxxx
Distributors, Inc. and COVA Financial Services Life Insurance Company (the
"Agreement") is hereby amended as follows:
Schedules C and D of the Agreement are hereby deleted in their entirety and
replaced with the Schedules C and D attached hereto, respectively.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of September 1, 2000.
Franklin Xxxxxxxxx Variable Insurance Franklin Xxxxxxxxx Distributors, Inc.
------------------------------------- -------------------------------------
Products Trust
--------------
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx
Title: Assistant Vice President Title: Vice President
COVA FINANCIAL SERVICES LIFE
----------------------------
INSURANCE COMPANY
-----------------
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
Franklin Xxxxxxxxx Variable Insurance Products Trust Investment Adviser
---------------------------------------------------- ------------------
Franklin Large Cap Growth Securities Fund - Class 1 Franklin Advisers, Inc.
Franklin Small Cap Fund--Class 1 Franklin Advisers, Inc.
Mutual Shares Securities Fund--Class 1 Franklin Mutual Advisers, Inc.
Templeton Global Income Securities Fund - Class 1 Xxxxxxxxx Investment Counsel, Inc.
Templeton Developing Markets Securities Fund--Class 1 Xxxxxxxxx Asset Management Ltd.
Xxxxxxxxx International Securities Fund- Class 1 Xxxxxxxxx Investment Counsel, Inc.
Templeton Growth Securities Fund- Classl Xxxxxxxxx Investment Counsel, Inc.
SCHEDULE D
CONTRACTS OF THE COMPANY
CONTRACT 1 CONTRACT 2 CONTRACT 3
------------------------- ------------------------- ---------------------------
CONTRACT/PRODUCT Custom Select Variable COVA Flexible Mercantile/Arch
NAME Annuity (sold through Premium Variable Life Variable Annuity
X.X. Xxxxxxx & Co. Insurance Contract (for
only only sale to X.X. Xxxxxxx
and Co. only)
REGISTERED (Y/N) Yes No Yes
SEC REGISTRATION 333-34741 N/A 33-39100
NUMBER
REPRESENTATIVE Form XL 407 Form CL 40021 Form XL-407
FORM NUMBERS Form XL-617 Form CL 400022 Form XL-617
Form CL-407 Form CL 40025 Form CL-407
Form CL-617 Form CL 400026 Form CL-617
SEPARATE ACCOUNT COVA Variable Annuity COVA Variable Life COVA Variable Annuity
NAME Account One Account Eight Account One
SEC REGISTRATION 811-05200 N/A 811-05200
NUMBER
PORTFOLIOS AND Templeton Developing Templeton Developing Templeton Developing
CLASSES (ADVISER) Markets Securities Fund Markets Securities Fund Markets Securities Fund
- Class 1 (Templeton - Class 1 (Templeton - Class 1 (Xxxxxxxxx
Asset Management Ltd.) Asset Management Ltd.) Asset Management Ltd.)
Xxxxxxxxx International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 1 Securities Fund - Class 1 Securities Fund - Class 1
(Xxxxxxxxx Investment (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Counsel, Inc.) Counsel, Inc.) Counsel, Inc.)
Mutual Shares Securities Mutual Shares Securities
Fund - Class 1 (Franklin Fund - Class 1 (Franklin
Mutual Advisers, LLC) Mutual Advisers, LLC)
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 4 CONTRACT 5 CONTRACT 6
------------------------- ------------------------- ---------------------------
CONTRACT/PRODUCT Destiny Select Variable COVA Variable Annuity COVA SPVL
NAME Annuity (sold through (sold through Xxxxxx X.
Xxxxx First Securities Xxxxx)
only)
REGISTERED (Y/N) Yes Yes Yes
SEC REGISTRATION 33-39100 33-39100 333-17963
NUMBER
REPRESENTATIVE Form XL-407 Form XL-407 Form CL-1020
FORM NUMBERS Form XX-000 XxxxXX-000
Form CL-407 Form CL-407
Form CL-617 Form CL-617
SEPARATE ACCOUNT COVA Variable Annuity COVA Variable Annuity COVA Variable Life
NAME Account One Account One Account One
SEC REGISTRATION 811-05200 811-05200 811-07971
NUMBER
PORTFOLIOS AND Templeton Developing Templeton Global Templeton Global
CLASSES (ADVISER) Markets Securities Fund - Income Securities Fund - Income Securities Fund -
Class 1 (Templeton Class 1 (Templeton Class 1 (Xxxxxxxxx
Asset Management Ltd.) Investment Counsel, Investment Counsel,
Inc.)
Xxxxxxxxx International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 1 Securities Fund - Class 1 Securities Fund -- Class 1
(Xxxxxxxxx Investment (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Counsel, Inc.) Counsel, Inc.) Counsel, Inc.)
Templeton Growth Templeton Growth Templeton Growth
Securities Fund - Class 1 Securities Fund - Class 1 Securities Fund - Class 1
(Xxxxxxxxx Investment (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Counsel, Inc.) Counsel, Inc.) Counsel, Inc.)
Franklin Large Cap Franklin Large Cap
Growth Securities Fund Growth Securities Fund
- Class 1 (Franklin - Class 1 (Franklin
Advisers, Inc.) Advisers, Inc.)
Franklin Small Cap Fund Franklin Small Cap Fund
- Class 1 (Franklin - Class 1 (Franklin
Advisers, Inc.) Advisers, Inc.)
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 7 CONTRACT 8 CONTRACT 9
------------------------- ------------------------- ---------------------------
CONTRACT/PRODUCT Custom Select Flex VUL COVA Front-end Load Premier Advisor
NAME VA Variable Annuity
REGISTERED (Y/N) Yes Yes Yes
SEC REGISTRATION 333-83197 (Single) 333-90405 33-39100
NUMBER 333-83165 (Joint & Last
Survivor)
REPRESENTATIVE CLP001 (Single) CL-4155 Form XL-407
FORM NUMBERS CCP00104 (Joint & Last Form XL-617
Survivor) Form CL-407
Form CL-617
SEPARATE ACCOUNT COVA Variable Life COVA Variable Annuity COVA Variable Annuity
NAME Account One Account One Account One
SEC REGISTRATION 811-07971 811-05200 811-05200
NUMBER
PORTFOLIOS AND Templeton Developing Templeton Global Templeton Developing
CLASSES (ADVISER) Markets Securities Fund Income Securities Fund Markets Securities Fund
- Class 1 (Templeton - Class 1 (Templeton - Class 1 (Xxxxxxxxx
Asset Management Ltd.) Investment Counsel, Asset Management Ltd.)
Inc.)
Xxxxxxxxx International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 1 Securities Fund - Class 1 Securities Fund - Class 1
(Xxxxxxxxx Investment (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Counsel, Inc.) Counsel, Inc.) Counsel, Inc.)
Mutual Shares Securities Templeton Growth Templeton Growth
Fund - Class 1 (Franklin Securities Fund - Class 1 Securities Fund -- Class 1
Mutual Advisers, LLC) (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Counsel, Inc.) Counsel, Inc.)
Franklin Large Cap Mutual Shares Securities
Growth Securities Fund Fund - Class 1 (Franklin
-Class 1 (Franklin Mutual Advisers, LLC)
Advisers, Inc.)
Franklin Small Cap Franklin Small Cap Fund
Fund-Class 1 (Franklin - Class 1 (Franklin
Advisers, Inc.) Advisers, Inc.)
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 10
------------------------------------------------------------
CONTRACT/PRODUCT Navigator Variable
NAME Annuity
REGISTERED (Y/N) Yes
SEC REGISTRATION 333-34741
NUMBER
REPRESENTATIVE Form XL-407
FORM NUMBERS Form XL-617
Form CL-407
Form CL-617
SEPARATE ACCOUNT COVA Variable Annuity
NAME Account One
SEC REGISTRATION 811-05200
NUMBER
PORTFOLIOS AND Templeton Developing Markets Securities Fund - Class 1
CLASSES (ADVISER) (Xxxxxxxxx Asset Management Ltd.)
Xxxxxxxxx International Securities Fund - Class 1 (Xxxxxxxxx
Investment Counsel, Inc.)
Mutual Shares Securities Fund - Class 1 (Franklin Mutual
Advisers, LLC)
Franklin Small Cap Fund - Class 1 (Franklin Advisers, Inc.)
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin Xxxxxxxxx Distributors, Inc.
COVA Financial Services Life Insurance Company
The participation agreement, dated as of September 1,2000, by and among Franklin
Xxxxxxxxx Variable Insurance Products Trust, Franklin Xxxxxxxxx Distributors,
Inc. and COVA Financial Services Life Insurance Company (the "Agreement") is
hereby amended as follows:
Schedules C, D and F of the Agreement are hereby deleted in their entirety
and replaced with the Schedules C, D and F attached hereto, respectively.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of March 1, 2001.
Franklin Xxxxxxxxx Variable Insurance Franklin Xxxxxxxxx Distributors, Inc.
------------------------------------- -------------------------------------
Products Trust
--------------
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx
Title: Assistant Vice President Title: Vice President
COVA FINANCIAL SERVICES LIFE
----------------------------
INSURANCE COMPANY
-----------------
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
Franklin Xxxxxxxxx Variable Insurance Products Trust Investment Adviser
---------------------------------------------------- ------------------
Franklin Large Cap Growth Securities Fund-Classes 1 and 2 Franklin Advisers, Inc.
Franklin Small Cap Fund - Classes 1 and 2 Franklin Advisers, Inc.
Mutual Shares Securities Fund - Classes 1 and 2 Franklin Mutual Advisers, Inc.
Templeton Developing Markets Securities Fund - Classes 1 and 2 Xxxxxxxxx Asset Management, Ltd.
Templeton Global Income Securities Fund - Classes 1 and 2 Xxxxxxxxx Investment Counsel, LLC
Templeton Growth Securities Fund -Classes 1 and 2 Xxxxxxxxx Investment Counsel, LLC
Xxxxxxxxx International Securities Fund - Classes 1 and 2 Xxxxxxxxx Investment Counsel, LLC
SCHEDULE D
CONTRACTS OF THE COMPANY
CONTRACT 1 CONTRACT 2 CONTRACT 3
------------------------- ------------------------- -------------------------
CONTRACT/PRODUCT Custom Select Variable COVA Flexible Mercantile/Arch
NAME Annuity (sold through Premium Variable Life Variable Annuity
X.X. Xxxxxxx & Co. Insurance Contract (for
only) sale to X.X. Xxxxxxx and
Co. only)
REGISTERED (Y/N) Yes No Yes
SEC REGISTRATION 333-34741 N/A 33-39100
NUMBER
REPRESENTATIVE Form XL 407 Form CL 40021 Form XL-407
FORM NUMBERS Form XL-617 Form CL 400022 Form XL-617
Form CL-407 Form CL 40025 Form CL-407
Form CL-617 Form CL 400026 Form CL-617
SEPARATE ACCOUNT COVA Variable Annuity COVA Variable Life COVA Variable Annuity
NAME Account One Account Eight Account One
SEC REGISTRATION 811-05200 N/A 811-05200
NUMBER
PORTFOLIOS AND Templeton Developing Templeton Developing Templeton Developing
CLASSES (ADVISER) Markets Securities Fund Markets Securities Fund Markets Securities Fund
- Class 1 & 2 - Class 1 & 2 - Class 1 (Templeton
(Templeton Asset (Templeton Asset Asset Management Ltd.)
Management Ltd.) Management Ltd.)
Templeton International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 1 Securities Fund - Class 1 Securities Fund - Class 1
& 2 (Templeton & 2 (Templeton (Xxxxxxxxx Investment
Investment Counsel, Investment Counsel, Counsel, LLC)
LLC) LLC)
Mutual Shares Securities Mutual Shares Securities
Fund - Class 1 & 2 Fund - Class 1 & 2
(Franklin Mutual (Franklin Mutual
Advisers, LLC) Advisers, LLC)
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 4 CONTRACT 5 CONTRACT 6
----------------- ------------------------- ----------------------- -------------------------
CONTRACT/PRODUCT Destiny Select Variable COVA Variable Annuity COVA SPVL
NAME Annuity (sold through (sold through Xxxxxx X.
Xxxxx First Securities Xxxxx)
only)
REGISTERED (Y/N) Yes Yes Yes
SEC REGISTRATION 33-39100 33-39100 333-17963
NUMBER
REPRESENTATIVE Form XL-407 Form XL-407 Form CL-1020
FORM NUMBERS Form XL-617 Form XL-617
Form CL-407 Form CL-407
Form CL-617 Form CL-617
SEPARATE ACCOUNT COVA Variable Annuity COVA Variable Annuity COVA Variable Life
NAME Account One Account One Account One
SEC REGISTRATION 811-05200 811-05200 811-07971
NUMBER
PORTFOLIOS AND Templeton Developing Templeton Global Templeton Global
CLASSES (ADVISER) Markets Securities Fund Income Securities Fund Income Securities Fund
- Class 1 (Templeton - Class 1 & 2 - Class 1 (Xxxxxxxxx
Asset Management Ltd.) (Xxxxxxxxx Investment Investment Counsel,
Counsel, LLC) LLC)
Xxxxxxxxx International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 1 Securities Fund - Class Securities Fund - Class 1
(Xxxxxxxxx Investment 1 & 2 (Templeton (Xxxxxxxxx Investment
Counsel, LLC) Investment Counsel, Counsel, LLC)
LLC)
Templeton Growth Templeton Growth
Securities Fund - Class 1 Templeton Growth Securities Fund - Class 1
(Xxxxxxxxx Investment Securities Fund - (Xxxxxxxxx Investment
Counsel, LLC) Class 1 & 2 (Templeton Counsel, LLC)
Investment Counsel,
LLC)
Franklin Large Cap Franklin Large Cap
Growth Securities Fund Growth Securities Fund
- Class 1 & 2 (Franklin - Class 1 (Franklin
Advisers, Inc.) Advisers, Inc.)
Franklin Small Cap Fund Franklin Small Cap Fund
- Class 1 & 2 (Franklin - Class 1 (Franklin
Advisers, Inc.) Advisers, Inc.)
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 7 CONTRACT 8 CONTRACT 9
------------------------- ------------------------- --------------------------
CONTRACT/PRODUCT Custom Select Flex VUL COVA Front-end Load Premier Advisor
NAME VA Variable Annuity
REGISTERED (Y/N) Yes Yes Yes
SEC REGISTRATION 333-83197 (Single) 333-90405 33-39100
NUMBER 333-83165 (Joint & Last
Survivor)
REPRESENTATIVE CLP001 (Single) CL-4155 Form XL-407
FORM NUMBERS CCP00104 (Joint & Last Form XL-617
Survivor) Form CL-407
Form CL-617
SEPARATE ACCOUNT COVA Variable Life COVA Variable Annuity COVA Variable Annuity
NAME Account One Account One Account One
SEC REGISTRATION 811-07971 811-05200 811-05200
Number
PORTFOLIOS AND Templeton Developing Templeton Global Templeton Developing
CLASSES (ADVISER) Markets Securities Fund Income Securities Fund Markets Securities Fund
- Class 1 (Templeton - Class 1 (Templeton - Class 1 (Xxxxxxxxx
Asset Management Ltd.) Investment Counsel, Asset Management Ltd.)
LLC)
Xxxxxxxxx International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 1 Securities Fund - Class 1 Securities Fund - Class 1
(Xxxxxxxxx Investment (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Counsel, LLC) Counsel, LLC) Counsel, LLC)
Mutual Shares Securities Templeton Growth Templeton Growth
Fund - Class 1 (Franklin Securities Fund - Class 1 Securities Fund - Class 1
Mutual Advisers, LLC) (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Counsel, LLC) Counsel, LLC)
Franklin Large Cap Mutual Shares Securities
Growth Securities Fund Fund - Class 1 (Franklin
- Class 1 (Franklin Mutual Advisers, LLC)
Advisers, Inc.)
Franklin Small Cap Franklin Small Cap Fund
Fund-Class 1 (Franklin - Class 1 (Franklin
Advisers, Inc.) Advisers, Inc.)
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 10
--------------------------
CONTRACT/PRODUCT Navigator Variable
NAME Annuity
REGISTERED (Y/N) Yes
SEC REGISTRATION 333-34741
NUMBER
REPRESENTATIVE Form XL-407
FORM NUMBERS Form XL-617
Form CL-407
FormCL-617
SEPARATE ACCOUNT COVA Variable Annuity
Name Account One
SEC REGISTRATION 811-05200
NUMBER
PORTFOLIOS AND Templeton Developing
CLASSES (ADVISER) Markets Securities Fund
- Class 1 (Xxxxxxxxx
Asset Management Ltd.)
Xxxxxxxxx International
Securities Fund - Class 1
(Xxxxxxxxx Investment
Counsel, LLC)
Mutual Shares Securities
Fund - Class 1 (Franklin
Mutual Advisers, LLC)
Franklin Small Cap Fund
- Class 1 (Franklin
Advisers, Inc.)
SCHEDULE F
RULE 12B-l PLANS
COMPENSATION SCHEDULE
---------------------
Each Portfolio named below shall pay the following amounts pursuant to the terms
and conditions referenced below under its Class 2 Rule 12b-l Distribution Plan,
stated as a percentage per year of Class 2's average daily net assets
represented by shares of Class 2.
PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE
-------------- ---------------------------
Franklin Small Cap Fund 0.25%
Mutual Shares Securities Fund 0.25%
Templeton Developing Markets Securities Fund 0.25%
Templeton Global Income Securities Fund 0.25%
Templeton Growth Securities Fund 0.25%
Xxxxxxxxx International Securities Fund 0.25%
AGREEMENT PROVISIONS
--------------------
If the Company, on behalf of any Account, purchases Trust Portfolio shares
("Eligible Shares") which are subject to a Rule 12b-l plan adopted under the
1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily intended
to assist in the promotion, distribution or account servicing of Eligible Shares
("Rule 12b-l Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-l fee. "Rule 12b-l Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
furnishing personal services to owners of Contracts which may invest in Eligible
Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner
inquiries regarding the Portfolios, maintaining such accounts or providing such
other enhanced services as a Trust Portfolio or Contract may require, or
providing other services eligible for service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-l fees, shall be based on the value of
Eligible Shares owned by the Company on behalf of its Accounts, and shall be
calculated on the basis and at the rates set forth in the Compensation Schedule
stated above. The aggregate annual fees paid pursuant to each Plan shall not
exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of its
Accounts (determined in the same manner as the Portfolio uses to compute its net
assets as set forth in its effective Prospectus). The Rule 12b-l fee will be
paid to you within thirty (30) days after the end of the three-month periods
ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be requested
by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-l
fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for
their review on a quarterly basis, a written report of the amounts expended
under the Plans and the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Trustees, including the Trustees who are not
interested persons of the Trust and who have no financial interest in the Plans
or any related agreement ("Disinterested Trustees"). Each Plan may be terminated
at any time by the vote of a majority of the Disinterested Trustees, or by a
vote of a majority of the outstanding shares as provided in the Plan, on sixty
(60) days' written notice, without payment of any penalty. The Plans may also be
terminated by any act that terminates the Underwriting Agreement between the
Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-l, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-l, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations, the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Trust and no person shall seek satisfaction
thereof from shareholders of the Trust. You agree to waive payment of any
amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency.
You agree to provide complete disclosure as required by all applicable statutes,
rules and regulations of all rule 12b-l fees received from us in the prospectus
of the Contracts.
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin Xxxxxxxxx Distributors, Inc.
COVA Financial Services Life Insurance Company
MetLife Investors Insurance Company -
The participation agreement, dated as of September 1, 2000, by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust, Franklin Xxxxxxxxx
Distributors, Inc. and MetLife Investors Insurance Company, formerly COVA
Financial Services Life Insurance Company (the "Agreement") is hereby amended as
follows:
Schedules A, B, C, D, E, F and G of the Agreement are hereby deleted in
their entirety and replaced with the Schedules A, B, C, D, E, F and G
attached hereto, respectively.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of May 1, 2001.
Franklin Xxxxxxxxx Variable Insurance Franklin Xxxxxxxxx Distributors, Inc.
------------------------------------- -------------------------------------
Products Trust
--------------
BY: /s/ Xxxxx X. Xxxxxxxx BY: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx
Title: Assistant Vice President Title: Vice President
MetLife Investors Insurance Company
-----------------------------------
By: /s/ J. Xxxxxx Xxxxxx
---------------------------------
Name: J. Xxxxxx Xxxxxx
Title: Senior Vice President & Chief
Actuary
SCHEDULE A
THE COMPANY
MetLife Investors Insurance Company
Xxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Domiciled in Missouri.
2
SCHEDULE B
ACCOUNTS OF THE COMPANY
1. Name: MetLife Investors Variable Annuity Account One
Date Established: February 24,1987
SEC Registration Number: 811 -05200
2. Name: MetLife Investors Variable Life Account Eight
Date Established:
SEC Registration Number: 811-
3. Name: MetLife Investors Variable Life Account One
Date Established:
SEC Registration Number: 811-07971
3
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
Franklin Xxxxxxxxx Variable Insurance Products Trust Investment Adviser
---------------------------------------------------- ------------------
Franklin Large Cap Growth Securities Fund-Classes 1 and 2 Franklin Advisers, Inc.
Franklin Small Cap Fund - Classes 1 and 2 Franklin Advisers, Inc.
Mutual Shares Securities Fund - Classes 1 and 2 Franklin Mutual Advisers, Inc.
Templeton Developing Markets Securities Fund - Xxxxxxxxx Asset Management,
Classes 1 and 2 Ltd.
Templeton Global Income Securities Fund - Classes 1 and 2 Xxxxxxxxx Investment Counsel,
LLC
Templeton Growth Securities Fund - Classes 1 and 2 Xxxxxxxxx Investment Counsel,
LLC
Xxxxxxxxx International Securities Fund - Classes 1 and 2 Xxxxxxxxx Investment Counsel,
LLC
4
Schedule D
CONTRACTS OF THE COMPANY
CONTRACT 1 CONTRACT 2 Contract 3
--------------------------- -------------------------- --------------------------
CONTRACT/PRODUCT Custom Select Variable COVA Flexible Premium Mercantile/Arch Variable
NAME Annuity (sold through A.G. Variable Life Insurance Annuity
Xxxxxxx & Co. only) Contract (for sale to A.G. (FirstStar)
Xxxxxxx and Co. only)
REGISTERED (Y/N) Yes No Yes
SEC REGISTRATION 333-34741 N/A 33-39100
NUMBER
REPRESENTATIVE FORM Form XL 407 Form CL 40021 Form XL-407
NUMBERS Form XL-617 Form CL 400022 Form XL-617
Form CL-407 Form CL 40025 Form CL-407
Form CL-617 Form CL 400026 Form CL-617
SEPARATE ACCOUNT MetLife Investors Variable MetLife Investors Variable MetLife Investors Variable
NAME Annuity Account One Life Account Eight Annuity Account One
SEC REGISTRATION 811-05200 N/A 811-05200
NUMBER
PORTFOLIOS AND Franklin Small Cap Fund - Templeton Developing Templeton Developing
CLASSES (ADVISER) Class 1 (Franklin Advisers, Markets Securities Fund - Markets Securities Fund -
Inc.) Class 1 (Templeton Asset Class 1 (Xxxxxxxxx Asset
Management Ltd.) Management Ltd.)
Templeton Developing Xxxxxxxxx International Xxxxxxxxx International
Markets Securities Fund - Securities Fund - Class 1 Securities Fund - Class 1
Class 1 (Templeton Asset (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Management Ltd.) Counsel, LLC) Counsel, LLC)
Xxxxxxxxx International Mutual Shares Securities
Securities Fund - Class 1 Fund - Class 1 (Franklin
(Xxxxxxxxx Investment Mutual Advisers, LLC)
Counsel, LLC)
Mutual Shares Securities
Fund - Class 1 (Franklin
Mutual Advisers, LLC)
5
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 4 CONTRACT 5 CONTRACT 6
--------------------------- --------------------------- ---------------------------
CONTRACT/PRODUCT Destiny Select Variable COVA Variable Annuity COVA SPVL
NAME Annuity (sold through Wheat (sold through Xxxxxx X.
First Securities only) Xxxxx)
REGISTERED (Y/N) Yes Yes Yes
SEC REGISTRATION 33-39100 33-39100 333-17963
NUMBER
REPRESENTATIVE FORM Form XL-407 Form XL-407 Form CL-1020
NUMBERS Form XL-617 Form XL-617
Form CL-407 Form CL-407
Form CL-617 Form CL-617
SEPARATE ACCOUNT MetLife Investors Variable MetLife Investors Variable MetLife Investors Variable
NAME Annuity Account One Annuity Account One Life Account One
SEC REGISTRATION 811-05200 811-05200 811-07971
NUMBER
PORTFOLIOS AND Templeton Developing Templeton Global Income Templeton Global Income
CLASSES (ADVISER) Markets Securities Fund - Securities Fund - Class 1 Securities Fund - Class 1
Class 1 (Templeton Asset (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Management Ltd.) Counsel, LLC) Counsel, LLC)
Xxxxxxxxx International Xxxxxxxxx International
Xxxxxxxxx International Securities Fund - Class 1 Securities Fund - Class 1
Securities Fund - Class 1 (Xxxxxxxxx Investment (Xxxxxxxxx Investment
(Xxxxxxxxx Investment Counsel, LLC) Counsel, LLC)
Counsel, LLC)
Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities
Fund - Class 1 (Xxxxxxxxx Fund - Class 1 (Xxxxxxxxx Fund - Class 1 (Xxxxxxxxx
Investment Counsel, LLC) Investment Counsel, LLC) Investment Counsel, LLC)
Franklin Large Cap Growth Franklin Large Cap Growth
Securities Fund - Class 1 Securities Fund - Class 1
(Franklin Advisers, Inc.) (Franklin Advisers, Inc.)
Franklin Small Cap Fund - Franklin Small Cap Fund -
Class 1 (Franklin Advisers, Class 1 (Franklin Advisers,
Inc.) Inc.)
6
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 7 CONTRACT 8 CONTRACT 9
--------------------------------- -------------------------- ---------------------------
CONTRACT/PRODUCT Custom Select Flex VUL COVA Front-end Load VA Premier Advisor Variable
NAME (sold through X.X. Xxxxxxx only) (COVA VA Series A) Annuity
REGISTERED (Y/N) Yes Yes Yes
SEC REGISTRATION 333-83197 (Single) 333-90405 33-39100
NUMBER 333-83165 (Joint & Last
Survivor)
REPRESENTATIVE CLP001 (Single) CL-4155 Form XL-407
FORM NUMBERS CLP002 (Joint & Last Form XL-617
Survivor) Form CL-407
Form CL-617
SEPARATE ACCOUNT MetLife Investors Variable MetLife Investors Variable MetLife Investors Variable
NAME Life Account One Annuity Account One Annuity Account One
SEC REGISTRATION 811-07971 811-05200 811-05200
NUMBER
PORTFOLIOS AND Franklin Small Cap Fund - Templeton Global Income Templeton Developing
CLASSES (ADVISER) Class 1 (Franklin Advisers, Securities Fund - Class 1 Markets Securities Fund -
Inc.) (Xxxxxxxxx Investment Class 1 (Templeton Asset
Counsel, LLC) Management Ltd.)
Templeton Developing Xxxxxxxxx International Xxxxxxxxx International
Markets Securities Fund - Securities Fund - Class 1 Securities Fund - Class 1
Class 1 (Templeton Asset (Xxxxxxxxx Investment (Xxxxxxxxx Investment
Management Ltd.) Counsel, LLC) Counsel, LLC)
Xxxxxxxxx International Templeton Growth Securities Templeton Growth Securities
Securities Fund - Class 1 Fund - Class 1 (Xxxxxxxxx Fund - Class 1 (Templeton
(Xxxxxxxxx Investment Investment Counsel, LLC) Investment Counsel, LLC)
Counsel, LLC)
Mutual Shares Securities Franklin Large Cap Growth Mutual Shares Securities
Fund - Class 1 (Franklin Securities Fund - Class 1 Fund - Class 1 (Franklin
Mutual Advisers, LLC) (Franklin Advisers, Inc.) Mutual Advisers, LLC)
Franklin Small Cap Fund- Franklin Small Cap Fund -
Class 1 (Franklin Advisers, Class 1 (Franklin Advisers,
Inc.) Inc.)
7
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 10 CONTRACT 11 CONTRACT 12
--------------------------- ------------------------- --------------------------------
CONTRACT/PRODUCT Navigator Variable Annuity MetLife Investors MetLife Investors VA Class B
NAME (sold through X.X. Xxxxxxx Variable Annuity Class (sold only through Xxxxxx
only) AA (sold through X.X. Xxxxx)
Xxxxxxx only)
REGISTERED (Y/N) Yes Yes Yes
SEC REGISTRATION 333-34741 333-50540 333-54358
NUMBER
REPRESENTATIVE FORM Form XL-407 7010 7150
NUMBERS Form XL-617
Form CL-407
Form CL-617
SEPARATE ACCOUNT MetLife Investors Variable MetLife Investors MetLife Investors Variable
NAME Annuity Account One Variable Annuity Annuity Account One
Account One
SEC REGISTRATION 811-05200 811-05200 811-05200
NUMBER
PORTFOLIOS AND Templeton Developing Templeton Developing Franklin Large Cap Growth
CLASSES (ADVISER) Markets Securities Fund - Markets Securities Fund Securities Fund - Class 2
Class 1 (Templeton Asset - Class 2 (Xxxxxxxxx (Franklin Advisers, Inc.)
Management Ltd.) Asset Management Ltd.)
Xxxxxxxxx International Xxxxxxxxx International Franklin Small Cap Fund -
Securities Fund - Class 1 Securities Fund - Class 2 (Franklin Advisers,
(Xxxxxxxxx Investment Class 2 (Templeton Inc.)
Counsel, LLC) Investment Counsel,
LLC)
Mutual Shares Securities Mutual Shares Templeton Global Income
Fund - Class 1 (Franklin Securities Fund - Securities Fund - Class 2
Mutual Advisers, LLC) Class 2 (Franklin (Xxxxxxxxx Investment
Mutual Advisers, LLC) Counsel, LLC)
Franklin Small Cap Fund - Franklin Small Cap Templeton Growth Securities
Class 1 (Franklin Advisers, Fund - Class 2 Fund - Class 2 (Templeton
Inc.) (Franklin Advisers, Inc.) Investment Counsel, LLC)
Xxxxxxxxx International
Securities Fund - Class 2
(Xxxxxxxxx Investment
Counsel, LLC)
8
SCHEDULE D (CONTINUED)
CONTRACTS OF THE COMPANY
CONTRACT 13
----------------------------
CONTRACT/PRODUCT MetLife Investors VA Class B
NAME (sold only through Xxxxxx
Xxxxx)
REGISTERED (Y/N) Yes
SEC REGISTRATION 333-50540
NUMBER
REPRESENTATIVE FORM 7010
NUMBERS
SEPARATE ACCOUNT MetLife Investors Variable
NAME Annuity Account One
SEC REGISTRATION 811-05200
NUMBER
PORTFOLIOS AND Franklin Large Cap Growth
CLASSES (ADVISER) Securities Fund - Class 2
(Franklin Advisers, Inc.)
Franklin Small Cap Fund -
Class 2 (Franklin Advisers,
Inc.)
Templeton Global Income
Securities Fund - Class 2
(Xxxxxxxxx Investment
Counsel, LLC)
Templeton Growth Securities
Fund - Class 2 (Xxxxxxxxx
Investment Counsel, LLC)
Xxxxxxxxx International
Securities Fund - Class 2
(Xxxxxxxxx Investment
Counsel, LLC)
9
SCHEDULE E
OTHER PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
AIM VARIABLE INSURANCE FUNDS, INC.
AIM VI Capital Appreciation Fund
AIM VI International Equity Fund
AIM VI Value Fund
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
Premier Growth Portfolio
Real Estate Investment Portfolio
MET INVESTORS SERIES FUND
Small Cap Stock Portfolio
Large Cap Stock Portfolio
Select Equity Portfolio
International Equity Portfolio
Quality Bond Portfolio
Bond Debenture Portfolio
Large Cap Research Portfolio
Developing Growth Portfolio
Mid Cap Value Portfolio
Lord Xxxxxx Growth & Income Portfolio
GENERAL AMERICAN CAPITAL COMPANY
Money Market Fund
XXXXXXX SACHS VARIABLE INSURANCE TRUST
Xxxxxxx Xxxxx Growth and Income Fund
Xxxxxxx Sachs International Equity Fund
Xxxxxxx Xxxxx Global Income Fund
INVESTORS FUND SERIES
Xxxxxx Small Cap Value Portfolio
Xxxxxx Government Securities Portfolio
Xxxxxx Small Cap Growth Portfolio
Xxxxxx-Xxxxxx High Return Equity Portfolio
AMERICAN CENTURY
Income and Growth
International
Value
LIBERTY VARIABLE INVESTMENT TRUST
Newport Tiger, Variable Series
LORD XXXXXX SERIES FUND, INC.
10
Growth and Income Portfolio
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Research Series
MFS Growth with Income Series
MFS High Income Series
MFS World Governments Series
MFS/Foreign & Colonial Emerging Markets Equity Series
MFS/Bond Series
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
Xxxxxxxxxxx High Income Fund
Xxxxxxxxxxx Bond Fund
Xxxxxxxxxxx Growth Fund
Xxxxxxxxxxx Growth & Income Fund
Xxxxxxxxxxx Strategic Bond Fund
XXXXXX VARIABLE TRUST
Xxxxxx VT Growth and Income Fund
Xxxxxx VT International Growth Fund
Xxxxxx VT International New Opportunities Fund
Xxxxxx VT New Value Fund
Xxxxxx VT Vista Fund
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Growth
VIP Equity-Income
VIP Growth Opportunities
VIP Growth & Income
VARIABLE INSURANCE PRODUCTS FUND ii
VIP II Contrafund
METROPOLITAN SERIES FUND, INC.
International Stock
Large Cap Growth
DREYFUS STOCK INDEX FUN
DREYFUS VARIABLE INVESTMENT FUND
Appreciation
Discipline Stock
INVESCO VARIABLE INVESTMENT FUNDS
Dynamics
High Yield
11
PIMCO VARIABLE INSURANCE TRUST
High Yield Bond
Low Duration Bond
Stocksplus Growth & Income
Total Return Bond
XXXXXXX VARIABLE INVESTMENT FUND
International
NEW ENGLAND ZENITH FUND
Xxxxx Venture Value
12
SCHEDULE F
RULE 12B-1 PLANS
COMPENSATION SCHEDULE
---------------------
Each Portfolio named below shall pay the following amounts pursuant to the terms
and conditions referenced below under its Class 2 Rule 12b-l Distribution Plan,
stated as a percentage per year of Class 2's average daily net assets
represented by shares of Class 2.
PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE
-------------- ---------------------------
Franklin Small Cap Fund 0.25%
Mutual Shares Securities Fund 0.25%
Templeton Developing Markets Securities Fund 0.25%
Templeton Global Income Securities Fund 0.25%
Templeton Growth Securities Fund 0.25%
Xxxxxxxxx International Securities Fund 0.25%
AGREEMENT PROVISIONS
--------------------
If the Company, on behalf of any Account, purchases Trust Portfolio shares
("Eligible Shares") which are subject to a Rule 12b-l plan adopted under the
1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily intended
to assist in the promotion, distribution or account servicing of Eligible Shares
("Rule 12b-l Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-l fee. "Rule 12b-l Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
furnishing personal services to owners of Contracts which may invest in Eligible
Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner
inquiries regarding the Portfolios, maintaining such accounts or providing such
other enhanced services as a Trust Portfolio or Contract may require, or
providing other services eligible for service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-1 fees, shall be based on the value of
Eligible Shares owned by the Company on behalf of its Accounts, and shall be
calculated on the basis and at the rates set forth in the Compensation Schedule
stated above. The aggregate annual fees paid pursuant to each Plan shall not
exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of its
Accounts (determined in the same manner as the Portfolio uses to compute its net
assets as set forth in its effective Prospectus). The Rule 12b-l fee will be
paid to you within thirty (30) days after the end of the three-month periods
ending in January, April, July and October.
13
You shall furnish us with such information as shall reasonably be requested
by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-l
fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for
their review on a quarterly basis, a written report of the amounts expended
under the Plans and the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Trustees, including the Trustees who are not
interested persons of the Trust and who have no financial interest in the Plans
or any related agreement ("Disinterested Trustees"). Each Plan may be terminated
at any time by the vote of a majority of the Disinterested Trustees, or by a
vote of a majority of the outstanding shares as provided in the Plan, on sixty
(60) days' written notice, without payment of any penalty. The Plans may also be
terminated by any act that terminates the Underwriting Agreement between the
Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-l, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-l, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations, the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Trust and no person shall seek satisfaction
thereof from shareholders of the Trust. You agree to waive payment of any
amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency.
You agree to provide complete disclosure as required by all applicable statutes,
rules and regulations of all rule 12b-l fees received from us in the prospectus
of the Contracts.
14
SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: MetLife Investors Insurance Company
Xxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
To the Trust: Franklin Xxxxxxxxx Variable Insurance Products Trust
000 Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx, General Counsel
Copy: Xxxxx X. Xxxxxxxx
To the Underwriter: Franklin Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx, General Counsel
Copy: Xxxxx X. Xxxxxxxx
15
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Metlife Investors Insurance Company
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), Metlife Investors Insurance Company (the "Company" or
"you"), on your behalf and on behalf of certain Accounts, have previously
entered into a Participation Agreement dated September 1, 2000, as amended (the
"Agreement"). The parties now desire to amend the Agreement by 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. 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,
effective as of May 1, 2007.
2. 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."
3. 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."
4. 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 of June 5, 2007.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
PRODUCTS TRUST
ONLY ON BEHALF OF EACH PORTFOLIO
LISTED ON SCHEDULE C OF
THE AGREEMENT By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By : /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
The Company: METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
2
