[ProFunds logo]
ADMINISTRATIVE SERVICES AGREEMENT
Jefferson Pilot Financial Insurance Company
Xxx Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
Ladies and Gentlemen:
The Board of Trustees of ProFunds (the "Trust"), an open-end management
investment company organized as a Delaware business trust and registered with
the Securities and Exchange Commission (the "SEC") under the Investment
Company Act of 1940 (the "1940 Act"), on behalf of each of the ProFunds VP
series of the Trust identified in Schedule A (individually, a "Fund" and
collectively, the "Funds"), have authorized the Trust to enter into this
Agreement with Jefferson Pilot Financial Insurance Company (the "Authorized
Firm"), concerning the provision of service activities to your clients,
members, or customers ("Customers") who may from time to time beneficially
own such Funds' shares. The terms and conditions of this Agreement are as
follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectus for the shares of each Fund
(individually, a "Prospectus" and collectively, the "Prospectuses")
as from time to time are effective under the Securities Act of 1933
(the "1933 Act"). Terms defined therein and not otherwise defined herein
are used herein with the meaning so defined.
1.2 For purposes of determining the fees payable to you under Section 3,
the average daily net asset value of a Fund's shares will be computed
in the manner specified in the Trust's registration statement (as the
same is in effect from time to time) in connection with the computation
of the net asset value of such Fund's shares for purposes of purchases
and redemptions.
2. SERVICES AS AUTHORIZED FIRM.
2.1 The Authorized Firm is hereby authorized and may from time to time
undertake to perform support services to Customers in connection with
investments in the shares of a Fund in the variable insurance
contracts, which services may include, but are not limited to: the
provision of personal, continuing services to investors in each Fund;
receiving, aggregating and processing purchase and redemption orders;
providing and maintaining retirement plan records; communicating
periodically with shareholders and answering questions and handling
correspondence from shareholders about their accounts; acting as the sole
shareholder of record and nominee for shareholders; maintaining account
records and providing beneficial owners with account statements;
processing dividend payments; issuing shareholder reports and
transaction confirmations; providing subaccounting and sub-transfer
agency services for Fund shares held beneficially; forwarding shareholder
communications to beneficial owners; receiving, tabulating and
transmitting proxies executed by beneficial owners; general account
administration activities; and providing such other similar services as
the Trust may reasonably request to the extent the Authorized Firm is
permitted to do so under applicable statutes, rules, or regulations.
Overhead and other expenses of the Authorized Firm related to its
"support services," including telephone and other communications
expenses, may be included regarding amounts expended for such activities.
Other specific administrative services ("Services") provided directly by
the Authorized Firm or through a designee (each, a "Service Designee)
are set forth in Schedule B. The Authorized Firm acknowledges and agrees
that the Trust has determined that the fees provided in section 3 are
not primarily intended to result in the sale of Fund shares within
the meaning of Rule 12b-1 of the 1940 Act and that the Authorized Firm
shall use its best efforts to support that conclusion and shall take no
action (or refrain from taking any action) that is inconsistent with that
determination. The Trust may, in its sole discretion, revoke the
authorization provided to Authorized Firm, in whole or in part, for no
reason or any reason, as it may determine
1
from time to time including by reason of any recharacterization by
regulatory authorities of the services in a manner inconsistent
with such determination.
2.2 The Authorized Firm will provide such office space and equipment,
telephone facilities, and personnel (which may be any part of the space,
equipment, and facilities currently used in the Authorized Firm's
business, or any personnel employed by the Authorized Firm) as may
be reasonably necessary or beneficial in order to provide such
support services with respect to a Fund's shares.
2.3 The minimum dollar transaction of a Fund's shares (including shares
being acquired by Customers pursuant to any exchange privileges
described in the Fund's Prospectus) shall be the applicable minimum
amount set forth in the Prospectus of such Fund, and no order for less
than such amount shall be processed by the Authorized Firm. The
procedures relating to the handling of orders shall be subject to
instructions which the Trust shall forward from time to time to the
Authorized Firm. The Trust has full authority to take such action as
the Trust may deem advisable in respect of all matters pertaining to
the continuous offering of shares. All orders for a Fund's shares are
subject to acceptance or rejection by the Trust in its sole discretion,
and the trust may, in its discretion and without notice, suspend or
withdraw the sale of a Fund's shares, including the sale of such shares
to the Authorized Firm for the account of any Customer or Customers.
2.4 In no transaction shall the Authorized Firm act as dealer for its own
account; the Authorized Firm shall act solely for, upon the specific or
pre-authorized instructions of, and for the account of, its Customers.
For all purposes of this Agreement except as specifically provided in
section 4.2, the Authorized Firm will be deemed to be an independent
contractor, and will have no authority to act as agent for the Trust or
any dealer of the shares in any matter or in any respect. No person is
authorized to make any representations concerning the Trust or a Fund's
shares except those representations contained in the Fund's then-current
Prospectus and Statement of Additional Information and in such printed
information as the Trust may subsequently prepare.
2.5 The Authorized Firm and its employees will, upon request, be available
during normal business hours to consult with the Trust or its designees
concerning the performance of the Authorized Firm's responsibilities
under this Agreement. Any person authorized to direct the disposition
of monies paid or payable pursuant to Section 3 of this Agreement will
provide to the Trust's Board of Trustees, and the Trust's Trustees will
review at least quarterly, a written report of the amounts so expended.
In addition, the Authorized Firm will furnish to the Trust or its
designees such information as the Trust or its designees may reasonably
request (including, without limitaation, periodic certifications
confirming the rendering of support services with respect to shares
described herein), and will otherwise cooperate with the Trust and its
designees (including, without limitation, any auditors designated by the
Trust), in the preparation of reports to the Trust's Board of Trustees
concerning this Agreement and the monies paid or payable pursuant hereto,
as well as any other reports or filings that may be required by law.
3. FEES.
3.1 In consideration of the costs and expenses of furnishing
the services and facilities provided by the Authorized Firm hereunder,
and subject to the limitations of applicable law and regulations as
well as policies of the Trust, the Authorized Firm will be compensated
monthly at an annual rate up to but not more than .05% of the average
daily net assets of the Fund attributable to the Fund's shares which
are held in the name of the Authorized Firm for its Customers as set
forth in Schedule A. The parties agree that such fees are payable
solely for services or Services that are not primarily intended to result
in the sale of Fund shares, and that such fees do not constitute payment
of asset-based sales charges or service fees subject to the Conduct
Rule 2830 of the National Association of Securities Dealers, Inc.
3.2 The fee rate with respect to any Fund may be prospectively increased or
decreased by the Trust, in its sole discretion, at any time upon notice
to the Authorized Firm.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
2
4.1 By written acceptance of this Agreement, the Authorized Firm
represents, warrants, and agrees that it has made all legally required
disclosures to Customers concerning applicable fees and charges and
such fees will not result in an excessive fee to the Authorized Firm.
4.2 The Authorized Firm agrees to comply with all requirements applicable
to it by reason of all applicable laws, including federal and state
securities laws, the Rules and Regulations of the SEC, including,
without limitation, all applicable requirements of the 1933 Act, the
Securities Exchange Act of 1934, the Investment Advisers Act of 1940,
and the 1940 Act, and all rules of self-regulatory organizations. The
Trust has furnished the Authorized Firm with a list of the states or
other jurisdictions in which the Trust believes the Shares of the Funds
are qualified for sale, and the Authorized Firm agrees that it will not
purchase a Fund's Shares on behalf of a Customer's account in any
jurisdiction in which such Shares are not qualified for sale. The
Authorized Firm further agrees that it will maintain all records
required by applicable law or otherwise reasonably requested by
the Trust relating to the services provided by it pursuant to the
terms of this Agreement. The Authorized Firm agrees that it will
comply at all times with the provisions of Rule 22c-1 of the 1940 Act.
Purchase and redemption orders, and payment for shares of a Fund ordered
from the Trust, must be received at the time, and in the manner, as
determined by the Trust. All Orders are subject to acceptance or
rejection by the Trust or the relevant Fund in the sole discretion
of either, or by the relevant Fund's transfer agent acting on the
Trust's or the Fund's behalf, and orders shall be effective only upon
receipt in proper form. The Trust may, if necessary, delay redemption
of shares of a Fund to the extent permitted by the 1940 Act. The
Authorized Firm may submit a purchase, exchange or redemption order (an
"Order") for shares of a Fund on behalf of a Customer to such Trust's
designated contact in the manner determined by the Trust. Receipt and
acceptance of any such Order on any day the New York Stock Exchange is
open for trading and on which a Fund calculates its net asset value (a
"Business Day") pursuant to SEC rules by the Authorized Firm as limited
agent of the Fund prior to the time that the Fund ordinarily calculates
its net asset value as described from time to time in the Fund's
prospectus (which as of the date of execution of this Agreement is
4:00 p.m. Eastern Time) shall constitute receipt and acceptance by the
Fund on that same Business Day. To facilitate the Funds' daily trading
practices, the Authorized Firm (i) may be required to provide the
Funds with estimated daily net aggregate trade and other information
relating to the Funds at times and in the manner reasonably specified
by the Funds prior to the close of business on each Business Day and
(ii) may be required to provide the Funds on the following Business
Day with a confirmed final report of the previous Business Day's
transaction information related to the Funds at such times mandated by
the Funds.
4.3 The Authorized Firm agrees that under no circumstances shall the Trust
be liable to the Authorized Firm or any other person under this Agreement
as a result of any action by the SEC affecting the operation or
continuation of the Agreement.
4.4 The parties acknowledge that they are financial institutions subject to
the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively,
the "AML Acts") or are otherwise aware of and agree to abide by the
AML Acts, by implementing reasonable procedures to monitor money
laundering and by taking all other necessary actions to adhere to the
AML Acts. The parties further acknowledge that they are in compliance
and will continue to comply with the AML Acts and applicable anti-money
laundering rules of self-regulatory organizations, including NASD Conduct
Rule 3011, in all relevant respects.
4.5 Each party hereto agrees that any Nonpublic Personal Information, as
the term is defined in Securities and Exchange Commission Regulation S-P
("Reg S-P"), that may be disclosed by a party hereunder is disclosed
for the specific purpose of permitting the other party to perform the
services set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Reg S-P and any other
applicable regulations and that it will not disclose any Non-Public
Personal Information received in connection with this Agreement to any
other party, except to the extent required to carry out the services set
forth in this Agreement or as otherwise permitted by law.
3
4.6 The Authorized Firm agrees that the obligations of the parties hereto
and the operation and/or continuation of this Agreement are subject to
any applicable policies of the Trust, as they may be amended from time
to time. The Authorized Firm further agrees that the operation and/or
continuation of this Agreement is subject to: (i) the Board of Trustees'
evaluation of the services and Services; (ii) any determinations by the
Board of Trustees regarding the nature and quality of and the
compensation for the services and Services; and (iii) any other
determinations that the Board of Trustees deems appropriate.
4.7 The Authorized Firm will make available to the Trust, promptly upon
request, appropriate books and records as are maintained under this
Agreement, and will furnish to regulatory authorities having the
requisite authority any such books and records and any information or
reports in connection with the Authorized Firm's services under this
Agreement that may be requested, following notice to the Trust.
4.8 The Funds' prospectus will generically identify the Authorized Firm as
a party that may accept transactions on behalf of a Fund and will
provide: (i) that the Funds have authorized one or more intermediaries
to accept on its behalf transactions that are in "good order"; (ii) that
the intermediaries are authorized to designate other intermediaries to
accept transactions on the Funds' behalf; (iii) that the Funds will be
deemed to have received a transaction when an authorized intermediary or,
if applicable, an intermediary's authorized designee, accepts the
transaction; and (iv) that customer transactions will be priced at the
Funds' net asset value next computed after they are accepted by an
authorized intermediary or the intermediary's designee.
5. EXCULPATION; INDEMNIFICATION.
5.1 The Trust shall not be liable to the Authorized Firm and the Authorized
Firm shall not be liable to the Trust except for acts or failures to act
which constitute lack of good faith or gross negligence and for
obligations expressly assumed by either party hereunder. Nothing
contained in this Agreement is intended to operate as a waiver by the
Trust or by the Authorized Firm of compliance with any applicable
law, rule, or regulation.
5.2 The Authorized Firm will indemnify the Trust and hold it harmless from
any claims or assertions relating to a breach of any representation or
warranty under this Agreement, failure by the Authorized Firm to
maintain required anti-money laundering procedures (including customer
identification programs), the lawfulness of the Authorized Firm's
participation in this Agreement and the transactions contemplated hereby
or relating to any activities of any persons or entities affiliated with
the Authorized Firm performed in connection with the discharge of its
responsibilities under this Agreement. If any such claims are asserted,
the Trust shall have the right to manage its own defense, including the
selection and engagement of legal counsel of its choosing, and all
reasonable costs of such defense shall be borne by the Authorized Firm.
6. EFFECTIVE DATE; TERMINATION.
6.1 This Agreement will become effective with respect to each Fund on the
date of its acceptance by the Authorized Firm. Unless sooner terminated
with respect to any Fund, this Agreement will continue with respect to
a Fund until terminated in accordance with its terms.
6.2 From time to time, the Trust may amend this Agreement by sending notice
of such amendment to Authorized Firm. The acceptance of the terms of such
amendment by Authorized Firm will be evidenced by the next trade of
Shares executed by or through Authorized Firm, on behalf of its Customers,
received by the Trust after receipt of the Amendment.
6.3 This Agreement will automatically terminate with respect to a Fund in
the event of its assignment (as such term is defined in the 1940 Act).
This Agreement may be terminated with respect to any Fund by the Trust or
by the Authorized Firm, without penalty, upon sixty 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 Trustees or a majority of the outstanding shares of a Fund on sixty
days' written notice.
7. GENERAL.
4
7.1 All notices and other communications to either the Authorized Firm or
the Trust will be duly given if mailed, telegraphed or telecopied to
the appropriate address set forth in Section 7.6 hereof, or at such
other address as either party may provide in writing to the other party.
7.2 The Trust may enter into other similar agreements for the provision of
Shareholder support services with any other person or persons without
the Authorized Firm's consent.
7.3 Upon receiving the consent of the Trust, the Authorized Firm may, at
its expense, subcontract with any entity or person concerning the
provision of the services contemplated hereunder; provided, however,
that the Authorized Firm shall not be relieved of any of its
obligations under this Agreement by the appointment of such
subcontractor and provided further, that the Authorized Firm shall be
responsible, to the extent provided in Article 5 hereof, for all acts of
such subcontractor as if such acts were its own.
7.4 This Agreement supersedes any other agreement between the Trust and the
Authorized Firm relating to support services in connection with a Fund's
shares and relating to any other matters discussed herein. All covenants,
agreements, representations, and warranties made herein (including but
not limited to those set forth in sections 4 and 5) shall be deemed to
have been material and relied on by each party, notwithstanding any
investigation made by either party or on behalf of either party, and
shall survive the execution and delivery of this Agreement. The
invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or provision
hereof. The headings in this Agreement are for convenience of reference
only and shall not alter or otherwise affect the meaning hereof. This
Agreement may be executed in any number of counterparts which together
shall constitute one instrument and shall be governed by and construed
in accordance with the laws (other than the conflict of laws rules) of
the State of New York, provided that nothing herein shall be construed
in a manner inconsistent with the 40 Act or any rule or regulation of the
SEC, and shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
7.5 It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind
only the property of the respective Funds. The execution and delivery
of this Agreement have been authorized by the Trustees, and this
Agreement has been signed and delivered by an authorized officer of
the Trust, acting as such, and neither such authorization by the Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the property of the relevant Fund
as provided in the Trust's Declaration of Trust.
7.6 Notices and communications required or permitted hereby will be given
to the following persons at the following addresses or facsimile numbers
as the party receiving such notices or communications may subsequently
direct in writing:
If to the Trust:
ProFunds
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Legal Counsel
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to the Authorized Firm:
Jefferson Pilot Financial Insurance Company
Xxx Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxx, Associate Counsel
5
Telephone: 000-000-0000
Facsimile: 000-000-0000
7.7 During the term of this Agreement, the Authorized Firm will pay all
ordinary expenses incurred by it in connection with its obligations
under this Agreement.
7.8 Each party acknowledges that the identities of the other party's
customers, as well as information maintained by such other party
regarding those customers, and all computer programs, technical,
trade secret or business information, including, without limitation,
financial information, business or marketing strategies or plans,
product development and procedures developed by such other party or
such other party's agents in connection with this arrangement which
is disclosed to the other party hereto or otherwise obtained by the
other party, its affiliates, agents or representatives during the term
of this Agreement, constitute the valuable property of such other party
("Proprietary Information"). Each party agrees that should either of
them be furnished any Proprietary Information, the party who acquired
such Proprietary Information shall use its best efforts to hold such
information or property in confidence and refrain from using,
disclosing, or distributing any of such information or other property
except (i) with the other party's prior written consent, or (ii) as
required by law or judicial process. Each party acknowledges that any
breach of the foregoing agreements as to the other party would result
in immediate and irreparable harm to such other party for which there
would be no adequate remedy at law and agree that in the event of a
breach such other party will be entitled to seek equitable relief, as
well as such other relief as any court of competent jurisdiction deems
appropriate. Each party shall promptly notify the other in writing of
any unauthorized, negligent or inadvertent use or disclosure of
Proprietary Information. Each party shall be liable under this Agreement
for any use or disclosure in violation of this Agreement by its
employees, attorneys, accountants, or other advisors or agents. This
section 7.8 shall continue in full force and effect notwithstanding
the termination of this Agreement.
7.9 Any and all disputes arising under or in connection with this Agreement
will be finally and exclusively resolved by arbitration under the rules
of arbitration then in effect for the National Association of Securities
Dealers, Inc. or the American Arbitration Association, such organization
to be selected in the sole discretion of the Trust. The arbitration will
be held in Washington, D.C. before three arbitrators who have no present
or former affiliation with any party to this Agreement and who are
knowledgeable about mutual funds, the asset management industry and the
subject of the dispute. Each party will choose one arbitrator, and the
two arbitrators so chosen will choose a third who will chair the
proceedings. In no event will the arbitrators have the authority to make
any award that provides for punitive or exemplary damages. Any decision
rendered by the arbitrators will be binding, final and conclusive upon
both parties, and a judgment thereon may be entered in, and enforced by,
any court having jurisdiction over the party against which an award is
entered, or by any court having jurisdiction over the assets of any
party against which an award is entered, and the parties hereby
irrevocably waive any objections to the jurisdiction of such court
based on any ground, including improper venue or forum non conveniens.
Except where clearly prevented by the subject matter of the dispute,
both parties will continue performing their respective obligations under
this Agreement while the dispute is being resolved. The prevailing party
in any claim, action, arbitration, or other proceeding arising under or
in connection with the implementation or enforcement of this Agreement
will be entitled to recover from the other party all reasonable
attorneys' fees incurred in connection therewith.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
ProFunds
By: Xxxxx Xxxxxxx
-----------------
Title: President
-----------------
6
The foregoing Agreement is hereby accepted:
Jefferson Pilot Financial Insurance Company
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
Title:
------------------
Vice President
Dated as of: June 15, 2004
-------------
7
SCHEDULE A
ProFund VP Technology
ProFund VP Healthcare
ProFund VP Financial
ProFund VP Large-Cap Growth
ProFund VP Large-Cap Value
ProFund VP Small-Cap Growth
ProFund VP Small-Cap Value
ProFund VP Asia 30
ProFund VP Europe 30
ProFund VP Rising Rates Opportunity
ProFund VP U.S. Government Plus
8
SCHEDULE B
In addition to the services set forth in Section 2.1, the Authorized Firm
will, for each of the Funds in Exhibit B, provide the following services
related to pre-order notification.
Prior to 3:20 PM Eastern Time on each day in which Authorized Firm purchases
or redeems or causes the purchase or sale of any shares of any Fund,
Authorized Firm will provide prior notice ("Pre-Order Notice #1") by
electronic file transfer protocol (FTP) in the format specified by ProFunds
or by telephone at the number from time to time provided to us for such
purpose (or such other means as the parties mutually agree to in writing).
The Authorized Firm will include in the Pre-Order Notice #1 the estimated net
dollar amount to be invested in or redeemed from a Fund on behalf of its
customers that day. The Authorized Firm will receive a confirmation for such
transactions and agrees to maintain a record of such confirmation.
Prior to 3:50 PM Eastern Time on each day in which Authorized Firm purchases
or redeems or causes the purchase or sale of any shares of the Fund,
Authorized Firm will provide prior notice ("Pre-Order Notice #2") by
electronic file transfer protocol (FTP) in the format specified by ProFunds
or by telephone at the number from time to time provided to us for such
purpose (or such other means as the parties mutually agree to in writing).
The Authorized Firm will include in the Pre-Order Notice #2 the estimated net
dollar amount to be invested in or redeemed from a Fund on behalf of its
customers that day. The Authorized Firm will receive a confirmation for such
transactions and agrees to maintain a record of such confirmation.
No later than 4:10 PM Eastern Time on each day in which Authorized Firm
purchases or redeems or causes the purchase or sale of any shares of any Fund,
the Authorized Firm will provide notice (a "Final Notice") by electronic file
transfer protocol (FTP) in the format specified by ProFunds or by telephone
at the number from time to time provided to us for such purpose (or such
other means as the parties mutually agree to in writing). The Authorized Firm
will include in the Final Notice the estimated net dollar amount to be
invested in or redeemed from a Fund on behalf of its customers that day. The
Authorized Firm will receive a confirmation for such transactions and agrees
to maintain a record of such confirmation.
9
AMENDMENT AGREEMENT #1
AMENDMENT AGREEMENT #1 (the "Amendment") dated as of December 18, 2006
between JEFFERSON PILOT FINANCIAL INSURANCE COMPANY, (the "Company"), a New
Jersey life insurance company, on its own behalf and on behalf of each
segregated asset account of the Company, and PROFUNDS, a Delaware business
trust, (the "Fund").
WITNESSETH
WHEREAS, the Company and the Fund have entered into an Administrative
Services Agreement dated as of June 15, 2004 (the "Agreement"), and
WHEREAS, the Company and the Fund wish to amend the Agreement,
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the Company and the Fund hereby acknowledge and agree as follows:
1. Certain Definitions. Unless otherwise defined herein, capitalized
terms used herein have the meanings specified in or pursuant to the Agreement.
2. Amendment.
(a) Schedule B is hereby amended by replacing it in its entirety
with the Schedule B annexed hereto.
3. Except as specifically amended hereby, all of the terms and
conditions of the Agreement shall continue to be in full force and effect and
shall be binding upon the parties in accordance with their respective terms.
4. Each of the parties hereby represents and warrants that the
execution, delivery and performance of this Amendment are within the party's
corporate power and have been or will be duly authorized by all necessary
corporate action, and this Amendment constitutes the legal, valid and binding
obligation of the party in accordance with its terms.
5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
6. This Amendment shall be construed in accordance with and be governed
by the laws of the State of New York (without reference to choice of law
doctrine).
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers or authorized representatives as of the day and
year first above written.
JEFFERSON PILOT PROFUNDS
FINANCIAL INSURANCE COMPANY
/s/ Xxxx X. Xxxxxx
------------------- -------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx Xxxxxxx
Title: Vice President Title: President
2
SCHEDULE B
In addition to the services set forth in Section 2.1, the Authorized Firm
will, for each of the Funds in Schedule A, provide the following services
related to pre-order notification.
The Authorized Firm acknowledges that certain owners of variable insurance
contracts issued by the Authorized Firm have delegated authority to make
investment decisions with respect to the underlying sub-accounts of their
variable insurance contracts to First Advisors, Inc., formerly known as First
Financial Planners (the "TPIA"). With respect to such variable insurance
contracts, no later than 4:00 PM Eastern Time on each day in which the TPIA
exchanges shares of any Fund for either another Fund or another sub-account,
the Authorized Firm will provide prior notice ("Pre-Order Notice") by
telephone at the number (from time to time provided to the Authorized Firm for
such purpose (or such other means as the parties mutually agree to in
writing). On each day such exchanges occur, the Authorized Firm will include
in the Pre-Order Notice the estimated net dollar amount to be invested in or
redeemed from a Fund on behalf of the owners of such variable insurance
contracts advised by the TPIA.
3
AMENDMENT AGREEMENT #2
This Amendment to the Administrative Services Agreement dated June15,
2004 and amended on December 18, 2006 by and between JEFFERSON PILOT
FINANCIAL INSURANCE COMPANY, ("JPFIC"), a Nebraska life insurance company, on
its own behalf and on behalf of each segregated asset account of the Company,
and PROFUNDS, a Delaware business trust, (the "Fund").
Whereas, effective July 2, 2007, JPFIC will merge into its affiliated
insurance company The Lincoln National Life Insurance Company ("LNL") with
LNL the surviving company and successor in interest to the contractual
obligations of JPFIC;
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as amended as follows:
1. All references to Jefferson Pilot Financial Insurance Company are
replaced with The Lincoln National Life Insurance Company.
Each of the parties has caused this Amendment to be executed in its name and
on behalf of its duly authorized officer on the date specified below.
JEFFERSON PILOT FINANCIAL
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx, Vice President
------------------------------
Date: 7-16-07
------------------------------
PROFUNDS
By: /s/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx, President
------------------------------
Date: 7.10.07
------------------------------
THE LINCOLN NATIONAL
LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
------------------------------
Vice President
Date: 7/27/07
------------------------------
