Societe Generale Securities Corporation
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000
February ___, 1997
[Name and Address of Life Insurance Company]
Re: Participation Agreement dated as of _________________
among [Name of Life Insurance Company],
SoGen Variable Funds, Inc., and
Societe Generale Securities Corporation
(the "Participation Agreement")
Dear Sirs:
Section ____ of the above-captioned Participation Agreement
provides for payment to you by the undersigned, Societe Generale Securities
Corporation ("SGSC"), of amounts primarily intended to finance the distribution
of shares of SoGen Overseas Variable Fund, a portfolio of SoGen Variable Funds,
Inc. (the "Fund"), in accordance with the Fund's Rule 12b-1 Distribution Plan
(the "Plan"). Subject to the terms of the Participation Agreement and the Plan,
we hereby undertake to pay you an amount equal to 0.25% per annum of the average
daily net asset value of outstanding Fund shares attributable to variable life
and/or variable annuity contracts ("Variable Contracts") issued by you. Such
amount will be accrued daily and paid quarterly no later than 15 days after the
end of each calendar quarter.
SGSC will make such payments only if and to the extent
authorized by the Plan, as it may be amended from time to time. Accordingly, as
a condition to receiving such payments, you agree that amounts received by you
hereunder shall be utilized in their entirety to defray the costs:
(a) of the printing and mailing of Fund prospectuses,
statements of additional information, any supplements
thereto and shareholder reports for existing and
prospective Variable Contract owners;
(b) relating to the development, preparation, printing
and mailing of Fund advertisements, sales literature
and other promotional materials describing and/or
relating to the Fund and including materials intended
for use within [Name of Life Insurance Company], or
for broker-dealer only use or retail use;
(c) of holding seminars and sales meetings designed to
promote the distribution of Fund shares;
(d) of obtaining information and providing explanations
to Variable Contract owners regarding Fund investment
objectives and policies and other information about
the Fund, including the performance of the Fund;
(e) of training sales personnel regarding the Fund;
(f) of compensating sales personnel in connection with
allocation of cash values and premiums of the
Variable Contracts to the Fund; and
(g) of personal service and/or maintenance of Variable
Contract owner accounts with respect to Fund shares
attributable to such accounts.
If the foregoing is consistent with your understanding, please
confirm your agreement by signing below two copies of this letter and returning
one copy to the undersigned.
Very truly yours,
SOCIETE GENERALE
SECURITIES CORPORATION
By:__________________________________
Name:
Title:
Accepted and agreed
to as of the date
first set forth above:
[Name of Life Insurance Company]
By: __________________________________
Name:
Title:
