AMENDMENT TO PARTICIPATION AGREEMENT
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.
Jefferson Pilot Financial Insurance Company
Jefferson Pilot LifeAmerica Insurance Company
The participation agreement, dated as of May 1, 2000, by and among Franklin
▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust, Franklin ▇▇▇▇▇▇▇▇▇ Distributors,
Inc., Jefferson Pilot Financial Insurance Company, and Jefferson Pilot
LifeAmerica Insurance Company (the "Agreement") is hereby amended as follows:
1. Jefferson Pilot Variable Corporation is added as a party to the
Agreement.
2. The following Section 2.1.12 is added to the Agreement:
"2.1.12 As covered financial institutions we, only with respect
to Portfolio shareholders, and you each undertake and agree to comply,
and to take full responsibility in complying with any and all
applicable laws, regulations, protocols and other requirements
relating to money laundering including, without limitation, the
International Money Laundering Abatement and Anti-Terrorist Financing
Act of 2001 (Title III of the USA PATRIOT Act)."
3. Section 9 of the Agreement is hereby deleted in its entirety and
replaced with the following Section 9:
9. TERMINATION
"9.1 This Agreement may be terminated by mutual agreement at any
time. If this Agreement is so terminated, we shall, at your option,
continue to make available additional shares of any Portfolio and
redeem shares of any Portfolio for any or all Contracts or Accounts
existing on the effective date of termination of this Agreement,
pursuant to the terms and conditions of this Agreement.
9.2 This Agreement may be terminated by any party in its entirety
or with respect to one, some or all Portfolios for any reason by sixty
(60) days' advance written notice delivered to the other parties. If
this Agreement is so terminated, we may, at our option, continue to
make available additional shares of any Portfolio and redeem shares of
any Portfolio for any or all Contracts or Accounts existing on the
effective date of termination of this Agreement, pursuant to the terms
and conditions of this Agreement; alternatively, we may, at our
option, redeem the Portfolio shares held by the Accounts, PROVIDED
that such redemption shall not occur prior to six (6) months following
written notice of termination, during which time we will cooperate
with you in effecting a transfer of Portfolio assets to another
underlying fund pursuant to any legal and appropriate means.
9.3 This Agreement may be terminated immediately by us upon
written notice to you if you materially breach any of the
representations and
warranties made in this Agreement or you are materially in default in
the performance of any of your duties or obligations under the
Agreement, receive a written notice thereof and fail to remedy such
default or breach to our reasonable satisfaction within 30 days after
such notice. If this Agreement so terminates, the parties shall
cooperate to effect an orderly windup of the business which may
include, at our option, a redemption of the Portfolio shares held by
the Accounts, PROVIDED that such redemption shall not occur prior to a
period of up to six (6) months following written notice of
termination, during which time we will cooperate reasonably with you
in effecting a transfer of Portfolio assets to another underlying fund
pursuant to any legal and appropriate means.
9.4 This Agreement may be terminated immediately by us upon
written notice to you if, with respect to the representations and
warranties made in sections 2.1.3, 2.1.5, 2.1.7 and 2.1.12 of this
Agreement: (i) you materially breach any of such representations and
warranties; or (ii) you inform us that any of such representations and
warranties may no longer be true or might not be true in the future;
or (iii) any of such representations and warranties were not true on
the effective date of this Agreement, are at any time no longer true,
or have not been true during any time since the effective date of this
Agreement. If this Agreement is so terminated, the Trust may redeem,
at its option in kind or for cash, the Portfolio shares held by the
Accounts on the effective date of termination of this Agreement.
9.5 This Agreement may be terminated by the Board of Trustees of
the Trust, in the exercise of its fiduciary duties, either upon its
determination that such termination is a necessary and appropriate
remedy for a material breach of this Agreement which includes a
violation of laws, or upon its determination to completely liquidate a
Portfolio. Pursuant to such termination, the Trust may redeem, at its
option in kind or for cash, the Portfolio shares held by the Accounts
on the effective date of termination of this Agreement;
9.6 This Agreement shall terminate immediately in the event of
its assignment by any party without the prior written approval of the
other parties, or as otherwise required by law. If this Agreement is
so terminated, the Trust may redeem, at its option in kind or for
cash, the Portfolio shares held by the Accounts on the effective date
of termination of this Agreement.
9.7 This Agreement shall be terminated as required by the Shared
Funding Order, and its provisions shall govern.
9.8 The provisions of Sections 2 (Representations and Warranties)
and 7 (Indemnification) shall survive the termination of this
Agreement. All other applicable provisions of this Agreement shall
survive the termination of this Agreement, as long as shares of the
Trust are held on behalf of Contract owners, except that we shall have
no further obligation to sell Trust shares with respect to Contracts
issued after termination.
9.9 You shall not redeem Trust shares attributable to the
Contracts (as opposed to Trust shares attributable to your assets held
in the Account) except: (i) as necessary to implement Contract owner
initiated or approved transactions; (ii) as required by state and/or
federal laws or regulations or judicial or other legal
2
precedent of general application (hereinafter referred to as a
"Legally Required Redemption"); or (iii) as permitted by an order of
the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, you
shall promptly furnish to us the opinion of your counsel (which
counsel shall be reasonably satisfactory to us) to the effect that any
redemption pursuant to clause (ii) of this Section 9.9 is a Legally
Required Redemption. Furthermore, you shall not prevent Contract
owners from allocating payments to any Portfolio that has been
available under a Contract without first giving us ninety (90) days
advance written notice of your intention to do so.
4. Schedules A, B, C, D, E, F and G of the Agreement are hereby deleted
in their entirety and replaced with the Schedules A, B, C, D, E, F and
G attached hereto, respectively.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of May 1, 2003.
FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE JEFFERSON PILOT FINANCIAL INSURANCE
PRODUCTS TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President Title: Assistant Vice President
FRANKLIN ▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC. JEFFERSON PILOT LIFEAMERICA INSURANCE
COMPANY
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President Title: Assistant Vice President
JEFFERSON PILOT VARIABLE CORPORATION
By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
3
SCHEDULE A
THE COMPANY AND ITS DISTRIBUTOR
THE COMPANY
Jefferson Pilot Financial Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
An insurance company organized under the laws of the state of Nebraska
Jefferson Pilot LifeAmerica Insurance Company
Florham Park, New Jersey
Service Center: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
An insurance company organized under the laws of the state of New Jersey
THE DISTRIBUTOR
Jefferson Pilot Variable Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
A corporation organized under the laws of the state of North Carolina
A
SCHEDULE B
ACCOUNTS OF THE COMPANY
1. Name: JPF Separate Account A
Date Established: 08/20/84
SEC Registration Number: 811-04160
2. Name: JPF Separate Account B
Date Established: 03/02/94
SEC Registration Number: 811-8470
3. Name: JPF Separate Account C
Date Established: 08/04/93
SEC Registration Number: 811-08230
B
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER
---------------------------------------------------- ------------------
Franklin Small Cap Value Securities Fund - Class 2 Franklin Advisory
Services, LLC
Templeton Foreign Securities Fund Class 1 & Class 2 ▇▇▇▇▇▇▇▇▇ Investment
Counsel, LLC
C
SCHEDULE D
CONTRACTS OF THE COMPANY
SEPARATE ACT NAME
INSURANCE PRODUCT NAME REGISTERED DATE
# COMPANY 1933 ACT#, STATE ID 1940 ACT # CLASSES AND PORTFOLIO
----------------------------------------------------------------------------------------------------
1. Jefferson Pilot Ensemble II (Flexible JPF Separate Franklin Small Cap Value Securities
Financial Premium Variable Life Account A Fund Class 2
Insurance Insurance Policy) 08/20/84 ▇▇▇▇▇▇▇▇▇ Foreign Securities
Company ▇▇-▇▇▇▇ ▇▇▇-04160 Fund Class 1
Form 86-01A
2. Jefferson Pilot Ensemble II (Flexible JPF Separate Franklin Small Cap Value Securities
Financial Premium Variable Life Account B Fund Class 2
Insurance Insurance Policy 03/02/94 ▇▇▇▇▇▇▇▇▇ Foreign Securities
Company 33-77496 811-8470 Fund Class 1
Form 94-141NY
3. Jefferson Pilot Ensemble III (Flexible JPF Separate Class 2 shares:
Financial Premium Variable Life Account A Franklin Small Cap Value Securities
Insurance Insurance) 08/20/84 Fund
Company 333-93367 811-04160 ▇▇▇▇▇▇▇▇▇ Foreign Securities
Form 3-00874 Fund
4. Jefferson Pilot Ensemble EXEC JPF Separate Class 2 shares
Financial (Flexible Premium Account A Franklin Small Cap Value Securities
Insurance Variable Life Insurance) 08/20/84 Fund
Company 333-44228 811-04160 ▇▇▇▇▇▇▇▇▇ Foreign Securities
VUL D5005 Fund
5. Jefferson Pilot Ensemble SL JPF Separate Class 2 shares
Financial (Survivorship Life Account C Franklin Small Cap Value Securities
Insurance Product) 08/04/93 Fund
Company 33-72830 811-08230 ▇▇▇▇▇▇▇▇▇ Foreign Securities Fund
Form JLSA2010
D
SCHEDULE E
OTHER PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
Jefferson Pilot Variable Fund, Inc. American Century Variable Portfolios, Inc.
International Equity Portfolio VP International Fund
World Growth Stock Portfolio VP Value Fund
Strategic Growth Portfolio American Funds Insurance Series
Capital Growth Portfolio Growth Fund
Small Company Portfolio Growth-Income Fund
Growth Portfolio
Value Portfolio Ayco Series Trust
Balanced Portfolio Ayco Growth Fund
High Yield Bond Portfolio
S&P 500 Index Portfolio PIMCO Variable Insurance Trust
Money Market Portfolio Total Return Portfolio
Small-Cap Value Portfolio
Mid-Cap Value Portfolio ProFunds VP
Mid-Cap Growth Portfolio VP Technology
VP Financial
Fidelity Variable Insurance Products Fund VP Healthcare
Equity-Income Portfolio
Growth Portfolio ▇▇▇▇▇▇▇ Investment VIT Funds
Mid Cap Portfolio Small Cap Index Fund
▇. ▇▇▇▇ Price Equity Series, Inc.
Contrafund Portfolio Mid-Cap Growth Portfolio
Investment Grade Bond Portfolio
Vanguard Variable Insurance Fund
MFS Variable Insurance Trust Small Company Growth Portfolio
Research Series Mid-Cap Index Portfolio
Utilities Series REIT Index Portfolio
E
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 Cap Value Securities Fund 0.25%
▇▇▇▇▇▇▇▇▇ Foreign Securities 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-l fee. "Rule 12b-1 Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
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.
F-1
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.
F-2
SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: Jefferson Pilot Financial Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Assistant Vice President
To the Company Jefferson Pilot LifeAmerica Insurance
Florham Park, New Jersey
Service Center: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Assistant Vice President
To the Distributor Jefferson Pilot Variable Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
To the Trust: Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Assistant Vice President
To the Underwriter: Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
G