Exhibit 8 (v)
AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
As of May 2, 2005
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Farmers New World Life Insurance Company
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us") and Farmers New World Life Insurance Company ("you"), on
your behalf and on behalf of certain Accounts, have previously entered into a
Participation Agreement dated May 15, 2000, as amended May 15, 2000, April 1,
2001 and May 3, 2004 (the "Agreement"). The parties now desire to amend the
Agreement in 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. Schedules C, D, F and G of the Agreement are deleted and replaced in their
entirety with the Schedules C, D, F and G attached hereto, respectively.
2. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
This Amendment is executed effective as of May 2, 2005.
FRANKLIN XXXXXXXXX VARIABLE FARMERS NEW WORLD LIFE INSURANCE
INSURANCE PRODUCTS TRUST COMPANY
By:_____________________________ By:_____________________________________
Name: Xxxxx X. Xxxxxxxx Name:
Title: Assistant Vice President Title:
FRANKLIN/XXXXXXXXX DISTRIBUTORS,
INC.
By:_____________________________
Name: Xxxxx X. Xxx
Title: Senior Vice President
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
Franklin Xxxxxxxxx Variable Insurance Products Trust Investment Adviser
---------------------------------------------------- ------------------
Franklin Small-Mid Cap Growth Securities Fund, Class 2 Franklin Advisers, Inc.
Franklin Small Cap Value Securities Fund, Class 2 Franklin Advisory Services, LLC
Templeton Global Asset Allocation Fund, Class 2 Xxxxxxxxx Investment Counsel, LLC
Templeton Developing Markets Securities Fund, Class 2 Xxxxxxxxx Asset Management, Ltd
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SCHEDULE D
CONTRACTS OF THE COMPANY
PRODUCT NAME SEPARATE ACCOUNT NAME
REGISTERED Y/N REGISTRATION DATE
# 1933 ACT #, STATE ID # 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS
-- ---------------------- -------------------------------- ----------------------------------------
1. Farmers Variable Farmers Annuity Separate Account Class 2 Shares:
Annuity A Franklin Small Mid Cap Growth Securities
Yes April 6, 1999 Fund
333-85183 811-09547 Franklin Small Cap Value Securities Fund
Templeton Global Assets Allocation Fund
Xxxxxxxxx Developing Markets Securities
Fund
2. Farmers Flexible Farmers Variable Life Separate Class 2 Shares:
Premium Variable Life Account A Franklin Small Mid Cap Growth Securities
Policy July 29, 1999 Franklin Small Cap Value Securities Fund
Yes 811-09507 Fund
333-84023 Templeton Global Assets Allocation Fund
Xxxxxxxxx Developing Markets Securities
Fund
3. Farmers Farmers Variable Life Separate Class 2 Shares:
LifeAccumulator Account A Franklin Small Cap Value Securities Fund
Yes July 29, 1999
333-100287 811-09507
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Exhibit 8(v)
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-1 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-Mid Cap Growth Securities Fund 0.25%
Franklin Small Cap Value Securities Fund 0.25%
Templeton Global Asset Allocation Fund 0.25%
Xxxxxxxxx Developing Markets 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-1 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-1 Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to,
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-1 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.
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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-1 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-1, 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-1, 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-1 fees received from us in the
prospectus of the Contracts.
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SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: Farmers New World Life Insurance Company
0000 00xx Xxxxxx, X.X.
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: C. Xxxx Xxxxxx, President
with a copy to: Farmers New World Life Insurance Company
0000 00xx Xxx. XX
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Xx.
Chief Compliance Officer and Corporate Counsel
To the Trust: Franklin Xxxxxxxxx Variable Insurance Products
Trust
0 Xxxxxxxx Xxxxxxx, Xxxx. 000, 2nd Floor San
Mateo, California 94403 Attention: Xxxxx X.
Xxxxxxxx Assistant Vice President
To the Underwriter: Franklin Xxxxxxxxx Distributors, Inc.
0 Xxxxxxxx Xxxxxxx, Xxxx. 000, 1st Floor
San Mateo, California 94403
Attention: Xxxxx X. Xxx
Senior Vice President
If to the Trust or Underwriter
with a copy to: Xxxxxx Xxxxxxx, General Counsel
Franklin Xxxxxxxxx Investments
0 Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
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