Exhibit (7)(a)
SALES AGREEMENT
AGREEMENT made this 31st day of January, 1995, by and between Franklin
Life Variable Annuity Fund A, a separate account of The Franklin Life Insurance
Company ("The Franklin"), an Illinois corporation, established pursuant to
Article XIV - 1/2 of the Illinois Insurance Code (the "Fund") and Franklin
Financial Services Corporation, a Delaware corporation ("FFSC") and wholly-owned
subsidiary of The Franklin.
WITNESSETH:
WHEREAS the Fund and FFSC wish to enter in an agreement setting forth
the terms on which FFSC will continue to act as principal underwriter for the
Fund;
NOW THEREFORE, in consideration of the covenants and mutual
promises of the parties made to each other, it is hereby covenanted and
agreed as follows:
1. SERVICES TO BE PROVIDED AND EXPENSES TO BE ASSUMED BY FFSC. FFSC
hereby agrees to act as principal underwriter (as that term is defined in the
Investment Company Act of 1940) for the Fund and the Fund agrees
that FFSC shall be the exclusive principal underwriter for the Fund. Until the
termination of the employment of FFSC as principal underwriter for the Fund
pursuant to the terms hereof, FFSC will provide, or provide for, in its offices
and will assume all services and expenses required for the sale of those
contracts of The Franklin which depend in whole or in part on the investment
performance of the Fund, and are sold by The Franklin prior to such termination
(the "Contracts").
In the event that the employment of FFSC as principal underwriter for
the Fund is terminated, FFSC will thereafter continue to assume any continuing
sales expense, and continue to provide any continuing sales service required in
connection with the Contracts.
Notwithstanding anything to the contrary in the foregoing, however,
FFSC shall not be obligated to pay, and the Fund shall pay, (i) taxes, if any,
based on the income of, capital gains of, assets in, or existence of, the Fund,
(ii) taxes, if any, in connection with the acquisition, disposition or transfer
of assets of the Fund, (iii) commissions or other capital items payable in
connection with the purchase or sale of the Fund's investments, and (iv)
interest on account of any borrowings by the Fund.
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Furthermore, FFSC shall not be obligated to pay under this agreement
the investment management fee referred to in the Fund's Investment Management
Agreement with The Franklin or the expenses of the nature borne by the
investment manager thereunder, or any other fee for investment management or
advisory services or investment expense.
The services of FFSC to the Fund under this agreement are not to be
deemed exclusive and FFSC shall be free to render similar services to others,
including without limitation such other separate accounts as are now or may
hereafter be established by The Franklin.
2. COMPENSATION TO BE PAID TO FFSC. For providing the services set
forth above, FFSC shall receive and accept as full compensation therefor the
amounts designated in the Contracts, and described in a Prospectus forming a
part of an effective Registration under the Securities Act of 1933 with respect
to the Contracts (a "Prospectus"), as sales deductions.
3. INTERESTED AND AFFILIATED OFFICERS. It is understood that members
of the Board of Managers, officers, employees or agents of the Fund may also be
directors, officers, employees or agents of FFSC.
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4. FORM OF CONTRACTS. As long as FFSC is acting as principal
underwriter for the Fund hereunder, FFSC will have the exclusive right as
between it and the Fund to determine the form and substance of the Contracts,
subject to all applicable provisions of federal and state law; but no Contract
sold while the Investment Management Agreement between the Fund and The Franklin
presently in effect remains in effect shall provide for a deduction, charge or
fee for investment management or advisory services at a rate in excess of the
rate specified in Section 2 of such Investment Management Agreement.
5. LIABILITY OF FFSC. In the absence of gross negligence or willful
misconduct in the performance of its duties, or of reckless disregard of its
obligations and duties under this agreement, neither FFSC nor any of its
officers, directors, employees or agents shall be subject to liability for any
act or omission in the course of, or connected with, rendering services or
performing its obligations hereunder.
6. TERMINATION. The employment of FFSC as principal underwriter for
the Fund pursuant to the terms of this agreement shall continue in effect from
year to year from the date hereof, but only so long as such
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continuance is specifically approved at least annually either by vote of (a) the
Board of Managers of the Fund including a majority of such Board who are not
parties to this contract or "interested persons" of FFSC or its parent or of the
Fund (as the term "interested persons" is defined in the Investment Company Act
of 1940), or (b) by a majority of the votes available to owners of outstanding
Contracts (as such majority is defined in Section 2 (a) (42) of the Investment
Company Act of 1940); provided, however, that (1) the employment of FFSC as
principal underwriter for the Fund pursuant to the terms hereof as well as the
provisions of this Agreement relating to such employment shall immediately
terminate in the event of the assignment of this Agreement (within the meaning
of the Investment Company Act of 1940), and (2) the employment of FFSC as
principal underwriter for the Fund pursuant to the terms hereof as well as the
provisions of this Agreement relating to such employment may be terminated by
either party without the payment of any penalty on not more than 60 days' nor
less than 30 days' notice to the other. Such notice shall be given in writing,
addressed and delivered, or mailed postpaid, to
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the other party at the principal office of such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
FRANKLIN LIFE VARIABLE ANNUITY
FUND A
By
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Secretary, Board of Managers
FRANKLIN FINANCIAL SERVICES
CORPORATION
By
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President
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