EXHIBIT 99-B.8.67
November 13, 2000
Aetna Life Insurance and Annuity Company
c/o ING US Financial Services
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxxx, Counsel
RE: SECOND AMENDMENT TO MASTER SHAREHOLDER SERVICES
AGREEMENT FOR THE FRANKLIN XXXXXXXXX FUNDS
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Effective February 1, 2002, this Amendment is made to the Master Shareholder
Services Agreement dated August 28, 2000, between AETNA LIFE INSURANCE AND
ANNUITY COMPANY ("ALIAC", also referred to as "you"), FRANKLIN XXXXXXXXX
DISTRIBUTORS, INC. ("Distributors") and FRANKLIN XXXXXXXXX INVESTOR SERVICES,
LLC ("Transfer Agent," together, Distributors and Transfer Agent shall be
referred to as "we" or "us").
1. The second paragraph is hereby amended and restated as follows:
As principal underwriter and transfer agent, respectively, for
the open-end investment companies listed in Exhibit A (collectively
the "Funds" or individually a "Fund"), we desire to enter into an
Agreement with you for the servicing of certain shareholders of, and
the administration of certain shareholder accounts in, the Funds. Such
shareholders and accounts are those which have been established on
behalf of the Benefit Plans which meet the criteria stated in each
Fund's prospectus to purchase Class A or Class R shares of the Funds.
These criteria, which also describe the conditions under which Class A
shares may be purchased at net asset value, are set forth in each
Fund's prospectus and statement of additional information, which may
be amended from time to time.
3. Paragraph 7.A. is hereby amended and restated as follows:
7.A. In consideration of the services described herein to be provided
by you which consist primarily of providing shareholder/personal
services in maintaining the accounts of Benefit Plans and Benefit Plan
participants who invest in Class A or Class R shares of the Funds, you
shall be entitled to receive from Distributors such fees as are set
forth in each Fund's prospectus. Such services may include
distributing Fund prospectuses, annual reports and other Fund related
information or
communications to Benefit Plans and participants investing in the
Funds, and answering participant and Benefit Plan sponsor inquiries
regarding the Funds. These fees are paid in accordance with the Funds'
Rule 12b-1 plans and may change at any time, in Distributors'
discretion or in the discretion of the Funds' boards. In addition, if
a securities dealer which has a dealer/selling agreement with
Distributors, is requested by a particular Benefit Plan to perform
these and similar shareholder/personal services, or provides
distribution services for the Benefit Plan, such dealer would
generally be entitled to Rule 12b-1 plan fees. In those circumstances,
Distributors would not continue to pay you for such services.
Distributors shall provide you with reasonable advance notice of any
change in fees payable to you. You agree to waive payment of any
shareholder/personal service fees payable to you hereunder, until such
time as Distributors is in receipt of such fees from the Funds.
Shareholder/personal service fees shall be payable on a quarterly
basis, accompanied by a statement showing the calculation of the
amounts payable to you.
3. Section 7.B. is hereby amended and restated as follows:
7.B. In consideration of the services to be provided by you which
consist primarily of recordkeeping and subaccounting services for
Benefit Plans and participants investing in Class A or Class R shares
of the Funds through the Benefit Plans, similar to those which would
be provided by Transfer Agent, the Funds' transfer agent, if each
participant invested directly in such Funds, you shall be entitled to
receive from Transfer Agent a subaccounting/recordkeeping fee of 15
basis points per annum of the average daily net asset value of the
shares invested through your arrangements with Benefit Plans in each
quarter. The average daily net assets invested through such
arrangements over a three-month period shall be computed in the same
manner as each Fund uses to compute its net assets as set forth in its
then current Prospectus. Recordkeeping and subaccounting services
include establishing and maintaining participant account balances
invested in the Funds through Benefit Plans, processing and accounting
for participant exchanges among fund options, and processing
redemptions in accordance with Benefit Plan requirements. Such fees
may be changed in Transfer Agent's discretion or in the discretion of
the Funds' boards of directors or trustees.
Subaccounting/recordkeeping fees shall be payable on a quarterly
basis. At the end of each quarter you shall provide Transfer Agent
with a statement ("Statement"), setting forth the total number of
participant accounts invested in each Fund as of the end of the
quarter, along with any other supporting data reasonably requested by
Transfer Agent. For any new account(s) established within any given
quarter, the account number(s) must be submitted to Transfer Agent no
later than
2
five (5) business days prior to the end of the quarter in which the
account was established. Payment of subaccounting/recordkeeping fees
for a quarter shall be subject to our receipt of a Statement for the
prior quarter. You shall use your best efforts to deliver each
Statement within 30 days of the end of the quarter. We shall be under
no obligation to remit fees to you with respect to a Statement
submitted more than one year after the end of the relevant quarter.
Upon our request, which may occur no more frequently than annually,
you shall have an internal officer or auditor certify that the
Statements provided to us for the prior four quarters are accurate and
correct.
4. Exhibit A is hereby deleted in its entirety and replaced with the
attached Exhibit X.
XXXXXXXX/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Chairman of the Board
FRANKLIN/XXXXXXXXX INVESTOR SERVICES, INC.
By: /s/ Xxxxx X. Xxx, Xx.
---------------------------------------------
Xxxxx X. Xxx, Xx., President
Accepted and agreed to:
AETNA IFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
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Title: Vice President
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Date: March 4, 2002
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3
EXHIBIT A
FRANKLIN XXXXXXXXX FUNDS - CLASS A AND CLASS R SHARES
PARTICIPATING IN SHAREHOLDER SERVICING ARRANGEMENTS
WITH AETNA LIFE INSURANCE AND ANNUITY COMPANY
AND FEE SCHEDULE
For your convenience, we have listed below the Funds that are subject to
this Agreement as of the effective date of this Agreement. . The 12b-1 fees for
each Fund are stated in each Fund's prospectus. The list of Funds and fees paid
are subject to change. In the event of a conflict between the text of the
Agreement and this Exhibit, the text of the Agreement shall govern.
Franklin Adjustable U.S. Government Securities Fund
Franklin's Age High Income Fund @
Franklin Aggressive Growth Fund @
Franklin Balance Sheet Investment Fund @
Franklin Blue Chip Fund @
Franklin California Growth Fund @
Xxxxxxxx Xxxx Reserves Fund
Franklin Convertible Securities Fund
Franklin DynaTech Fund
Franklin Equity Income Fund
Franklin Global Communications Fund
Franklin Global Health Care Fund
Franklin Gold and Precious Metals Fund
Franklin Growth and Income Fund @
Franklin Growth Fund @
Franklin Income Fund @
Franklin Large Cap Growth Fund @
Franklin MicroCap Value Fund
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Rising Dividends Fund @
Xxxxxxxx Xxxxx-Intermediate U.S. Government Securities Fund
Franklin Small Cap Growth Fund II @
Franklin Small Cap Value Fund*
Franklin Small-Mid Cap Growth Fund ** @
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* Franklin Small Cap Value Fund was formerly known as Franklin Value
Fund.
** Franklin Small-Mid Cap Growth Fund was formerly known as Franklin
Small Cap Growth Fund I. The Fund's main investment strategy changed
accordingly to provide the manager with greater flexibility in
managing the Fund's portfolio.
*** Xxxxxxxxx International (Ex EM) Fund was formerly known as Xxxxxxxxx
International Fund.
@ Indicates the fund is available in Class R shares in addition to
Class A shares.
A-1
Franklin Strategic Income Fund @
Franklin Technology Fund @
Franklin Xxxxxxxxx Conservative Target Fund @
Franklin Xxxxxxxxx Growth Target Fund @
Franklin Xxxxxxxxx Hard Currency Fund
Franklin Xxxxxxxxx Moderate Target Fund @
Franklin U.S. Government Securities Fund @
Franklin U.S. Government Securities Money Market Portfolio
Franklin Utilities Fund @
Mutual Beacon Fund
Mutual Discovery Fund @
Mutual European Fund
Mutual Qualified Fund
Mutual Shares Fund @
Xxxxxxxxx Developing Markets Trust @
Xxxxxxxxx Foreign Fund @
Xxxxxxxxx Foreign Smaller Companies Fund
Templeton Global Bond Fund
Templeton Global Opportunities Trust
Xxxxxxxxx Global Smaller Companies Fund, Inc.
Templeton Growth Fund, Inc. @
Xxxxxxxxx International (Ex EM) Fund ***
Templeton Latin America Fund
Templeton Pacific Growth Fund
Xxxxxxxxx World Fund
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