EXHIBIT 10.18
Administrative Services
Agreement
Franklin Templeton Services, LLC
[Name of Insurance Company]
THIS AGREEMENT
, by and between Franklin Templeton
Services, LLC (the “Fund Administrator”), and
[ ] Insurance Company[,
[ ] Insurance Company (each of which is
referred to as] (the “Company”), concerning certain
administrative services with respect to each series
(“Fund” or “Funds”) of Franklin Templeton
Variable Insurance Products Trust (the “Trust”), which
Funds are specified in the Participation Agreement, as may be
amended from time to time, among the Company, the Trust, and
Franklin Templeton Distributors, Inc. (the
“Underwriter”), among others, dated
, (the “Participation Agreement”).
1. Administrative Services.
Administrative services for the Company’s Separate Accounts
(the “Account” or “Accounts”) which invest
in the Funds pursuant to the Participation Agreement, and
administrative services for purchasers of variable life and annuity
contracts (the “Contracts”) issued by the Company
through the Accounts, are and shall be the responsibility of the
Company. Administrative services with respect to the Funds in which
the Accounts invest, and for purchasers of shares of the Funds, are
and shall be the responsibility of the Fund Administrator or its
affiliates. The Company has agreed to assist the Fund
Administrator, as the Fund Administrator may request from time to
time, with the provision of administrative services
(“Administrative Services”) to the Funds, on a
sub-administration basis, as they may relate to the investment in
the Funds by the Accounts. It is anticipated that the
Administrative Services may include, but may not be limited to, the
services listed on Schedule A.
2. Administrative Expense
Payments. The Fund Administrator recognizes the Company, on
behalf of the Accounts, as the shareholder of shares of the Funds
purchased under the Participation Agreement on behalf of the
Accounts. The Fund Administrator further recognizes that it will
derive a substantial administrative convenience by virtue of having
the Company be the shareholder of record of shares of the Funds
purchased under the Participation Agreement, rather than multiple
shareholders having record ownership of such shares. The Fund
Administrator recognizes that the Company will provide
administrative services necessary to facilitate investment in the
Funds.
In consideration of the
Administrative Services provided by the Company and the
administrative convenience resulting to the Fund Administrator
described above, the Fund Administrator agrees to pay the Company a
fee as set forth in Schedule B.
3. Computation of Administrative
Expense Payments. As soon as practicable after the end of each
quarter, the Company will send the Fund Administrator, at the
address indicated in this Paragraph 3 and in the manner set forth
below, a statement of the average daily net assets for the
preceding quarter, of shares of the Fund as to which the fee stated
in Schedule B is to be calculated. The Fund Administrator will
calculate and pay the Company its fee within thirty (30) days
after the end of the three-month periods ending in January, April,
July and October. Such payment will be by wire transfer unless the
amount thereof is less than $500.
Wire transfers will be sent to the bank account
and in the manner specified by the Company. Such wire transfer will
be separate from wire transfers of redemption proceeds and
distributions. Amounts less than $500 shall be paid by check or by
another method acceptable to both parties.
For purposes of this Paragraph 3,
the average daily net asset value of the shares of a Fund will be
based on the net assets reported by the Trust on behalf of each
Fund to the Company. No adjustments will be made to such net assets
to correct errors in the net asset value so reported for any day
unless such error is corrected and the corrected net asset value
per share is reported to the Company before 5:00 p.m. Eastern time
on the first Business Day after the day to which the error relates.
“Business Day” will mean any day on which the New York
Stock Exchange is open for trading and on which the Fund calculates
its net asset value pursuant to the rules of the Securities and
Exchange Commission.
For purposes of this Paragraph 3,
the address shall be Corporate Accounting, Franklin Resources,
One Franklin Parkway, San Mateo, California 94403; Attention:
Mike Corcoran, Manager.
4. Confidentiality of Payment
Rate. The Company acknowledges that the rate and amount of
payments to be made to the Company under this Agreement are
proprietary and confidential information of the Fund Administrator
and its affiliates, and that disclosure of this information to
third parties may cause damage to Fund Administrator or its
affiliates. The Company agrees to take any and all reasonable
actions to limit disclosure of this information to only those of
its employees, officers, consultants and agents who need the
information in order to perform their duties, and to notify such
persons of the terms of this paragraph. In the event any other
party seeks to compel disclosure of confidential information
through judicial or administrative process, then the Company shall
promptly give the Fund Administrator written notice of such demand
and, if requested by the Fund Administrator, shall cooperate in the
Fund Administrator’s efforts to challenge or limit any such
disclosure. Violation of the confidentiality provision shall be
grounds for immediate termination of the Agreement by the Fund
Administrator in its sole discretion. Nothing in this Agreement
shall prevent the Company from disclosing the existence of this
Agreement in the Contracts’ prospectuses or
elsewhere.
5. Nature of Payments. The
parties to this Agreement recognize and agree that the Fund
Administrator’s payments to the Company relate to
Administrative Services only and do not constitute payment in any
manner for investment advisory services, for costs of distribution
of Contracts or of shares of the Fund, or for services that the
Company is otherwise required to perform, and that these payments
are not otherwise related to investment advisory or distribution
services or expenses. The amount of the payments made by the Fund
Administrator to the Company under this Agreement shall not be
deemed to be conclusive with respect to actual administrative
expenses incurred by the Company or savings of the Fund
Administrator.
6. Notice. Any notice shall
be sufficiently given when sent by registered or certified mail to
the other party at the address of such party set forth in
Schedule C of this Agreement or at such other address as such
party may from t
