Exhibit 1.A.(8)(c)(vii)
DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
SERVICE SHARES OF JANUS ASPEN SERIES
(for Insurance Companies)
This Agreement is made as of October 1, 2000, by and between Janus
Distributors, Inc. (the "Distributor"), a Colorado corporation, and Security
Life of Denver Insurance Company (the "Company"), a Colorado corporation.
RECITALS
--------
A. The Company has entered into a participation agreement dated
_______________ with Janus Aspen Series (the "Trust"), an open-end investment
company registered under the Investment Company Act of 1940 (the "1940 Act")
with respect to the purchase of a class of shares designated "Service Shares" of
one or more series of the Trust (each a "Portfolio") by certain separate
accounts of the Company ("Accounts").
B. The Distributor serves as the distributor to Service Shares.
C. The Company desires to provide certain distribution and shareholder
services to owners ("Contract Owners") of variable life insurance policies or
variable annuity contracts ("Contracts") in connection with their allocation of
contract values in the Service Shares of the Portfolios and Distributor desires
Company to provide such services, subject to the conditions of this Agreement.
D. Pursuant to Rule 12b-1 under the 1940 Act, the Service Shares of
each Portfolio have adopted a Distribution and Shareholder Servicing Plan (the
"12b-1 Plan") which, among other things, authorizes the Distributor to enter
into this Agreement with organizations such as Company and to compensate such
organizations out of each Portfolio's average daily net assets attributable to
the Service Shares.
AGREEMENT
---------
1. Services of Company
(a) The Company shall provide any combination of the following
support services, as agreed upon by the parties from time to time, to Contract
Owners who allocate contract values to the Service Shares of the Portfolios:
delivering prospectuses, statements of additional information, shareholder
reports, proxy statements and marketing materials to prospective and existing
Contract Owners; providing educational materials regarding the Service Shares;
providing facilities to answer questions from prospective and existing Contract
Owners about the Portfolios; receiving and answering correspondence; complying
with federal and state securities laws pertaining to the sale of Service Shares;
assisting Contract Owners in completing application forms
- 1 -
and selecting account options; and providing Contract Owner record-keeping and
similar administrative services.
(b) The Company will provide such office space and equipment,
telephone facilities, and personnel as may be reasonably necessary or beneficial
in order to provide such services to Contract Owners.
(c) The Company will furnish to the Distributor, the Trust or
their designees such information as the Distributor may reasonably request, and
will otherwise cooperate with the Distributor in the preparation of reports to
the Trust's Board of Trustees concerning this Agreement, as well as any other
reports or filings that may be required by law.
2. Indemnification. The Company shall indemnify Distributor, the Trust,
and their affiliates, directors, trustees, employees and shareholders for any
loss (including without limitation, litigation costs and expenses and attorneys'
and experts' fees) directly resulting from Company's negligent or willful act,
omission or error, or Company's breach of this Agreement. Such indemnification
shall survive termination of the Agreement.
3. Maintenance of Records. The Company shall maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the services herein. Upon the reasonable request of Distributor or the
Trust, Company shall provide Distributor, the Trust or the representative of
either, copies of all such records.
4. Fees. In consideration of Company's performance of the services
described in this Agreement, Distributor shall pay to the Company a monthly fee
("Distribution Fee") calculated as follows: the average aggregate amount
invested in each month in the Service Shares of each Portfolio by the Accounts
is multiplied by a pro-rata fee factor. The pro-rata fee factor is calculated
by: (a) dividing the per annum factor set forth on Exhibit A for the Service
Shares of each Portfolio by the number of days in the applicable year, and (b)
multiplying the result by the actual number of days in the applicable month. The
average aggregate amount invested over a one-month period shall be computed by
totaling the aggregate investment by the Accounts (share net asset value
multiplied by total number of shares held) on each calendar day during the month
and dividing by the total number of calendar days during such month.
Distributor will calculate the fee at the end of each month
and will make such reimbursement to the Company. The reimbursement check will be
accompanied by a statement showing the calculation of the monthly amounts
payable by Distributor and such other supporting data as may be reasonably
requested by the Company.
- 2 -
5. Representations, Warranties and Agreements. The Company represents,
warrants, and covenants that:
(a) It and its employees and agents meet the requirements of
applicable law, including but not limited to federal and state securities law
and state insurance law, for the performance of services contemplated herein;
(b) It will not purchase Service Shares with Account assets
derived from tax-qualified retirement plans except indirectly, through Contracts
purchased in connection with such plans and the Service Fee does not include any
payment to the Company that is prohibited under the Employee Retirement Income
Securities Act of 1974 ("ERISA") with respect to any assets of a Contract Owner
invested in a Contract using the Portfolios as investment vehicles;
(c) If required by applicable law, the Company will disclose
to each Contract Owner the existence of the Distribution Fee received by the
Company pursuant to this Agreement in a form consistent with the requirements of
applicable law.
6. Termination.
(a) Unless sooner terminated with respect to any Portfolio,
this Agreement will continue with respect to a Portfolio only if the continuance
of a form of this Agreement is specifically approved at least annually by the
vote of a majority of the members of the Board of Trustees of the Trust who are
not "interested persons" (as such term is defined in the 0000 Xxx) and who have
no direct or indirect financial interest in the 12b-1 Plan relating to such
Portfolio or any agreement relating to such 12b-1 Plan, including this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval.
(b) This Agreement will automatically terminate with respect
to a Portfolio in the event of its assignment (as such term is defined in the
0000 Xxx) with respect to such Portfolio. This Agreement may be terminated with
respect to any Portfolio by the Distributor or by the Company, without penalty,
upon 60 days' prior written notice to the other party. This Agreement may also
be terminated with respect to any Portfolio at any time without penalty by the
vote of a majority of the members of the Board of Trustees of the Trust who are
not "interested persons" (as such term is defined in the 0000 Xxx) and who have
no direct or indirect financial interest in the 12b-1 Plan relating to such
Portfolio or any agreement relating to such Plan, including this Agreement, or
by a vote of a majority of the Service Shares of such Portfolio on 60 days'
written notice.
(c) In addition, either party may terminate this Agreement
immediately if at any time it is determined by any federal or state regulatory
authority that compensation to be paid under this Agreement is in violation of
or inconsistent with any federal or state law.
- 3 -
7. Miscellaneous.
(a) No modification of any provision of this Agreement will be
binding unless in writing and executed by the parties. No waiver of any
provision of this Agreement will be binding unless in writing and executed by
the party granting such waiver.
(b) This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective successors and assigns;
provided, however that neither this Agreement nor any rights, privileges,
duties, or obligations of the parties may be assigned by either party without
the written consent of the other party or as expressly contemplated by this
Agreement.
(c) This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Colorado, exclusive of conflicts of
laws.
(d) This Agreement may be executed in several counterparts,
each of which shall be an original but all of which together shall constitute
one and the same instrument.
JANUS DISTRIBUTORS, INC. SECURITY LIFE OF DENVER INSURANCE
COMPANY
By: By:
------------------------------- -------------------------------
Name: Xxxxxx Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx, Xx.
---------------------------- -----------------------------
Title: Vice President Title: Executive Vice President
---------------------------- ----------------------------
- 4 -
EXHIBIT A TO DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
Name of Portfolio Fee Factor*
----------------- ----------
All Portfolios of Janus Aspen Series 0.25%
(Service Shares)
*Shall not exceed 0.25%
- 5 -
