SHAREHOLDER SERVICES AGREEMENT
THIS SHAREHOLDER SERVICES AGREEMENT is made and entered into as of August
1, 2001, by and between THE TRAVELERS INSURANCE COMPANY (the "Company") and
AMERICAN CENTURY INVESTMENT SERVICES, INC. ("Distributor").
WHEREAS, the Company offers to the public certain group and individual
variable annuity and variable life insurance contracts (the "Contracts"); and
WHEREAS, the Company on its own behalf and on behalf of each segregated
asset account (the "Accounts") as set forth on Schedule A, attached hereto, as
may be amended from time to time, the Company wishes to make available as
investment options under the Contracts the fund(s) as set forth on Schedule A
hereto as may be amended from time to time (the "Funds(s)"), which is/are a
series of mutual fund shares registered under the Investment Act of 1940, as
amended, and issued by American Century Variable Portfolios, Inc. (the "Issue");
and
WHEREAS, on the terms and conditions hereinafter set forth, Distributor
desires to make shares of the Funds available as investment options under the
Contracts and to retain the Company to perform certain administrative services
on behalf of the Funds, and the Company is willing and able to furnish such
services;
NOW, THEREFORE, the Company and Distributor agree as follows;
1. TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions of this
Agreement, Distributor will cause the Issuer to make shares of the Funds
available to be purchased, exchanged, or redeemed, by or on behalf of the
Accounts as set forth in Schedule A through a single account per Fund at the net
asset value applicable to each other. The Funds' shares shall be purchased and
redeemed on a net basis in such quantity and at such time as determined by the
Company to satisfy the requirements of the Contracts for which the Funds serve
as underlying investment media. Dividends and capital gains distributions will
be automatically reinvested in full and fractional shares of the Funds.
2. ADMINISTRATIVE SERVICES. The Company agrees to provide all
administrative services for the Contract owners, including but not limited to
those services specified in Exhibit A (the "Administrative Services"). Neither
Distributor nor the Issuer shall be required to provide Administrative Services
for the benefit of Contracts owners. The Company agrees that it will maintain
and preserve all records as required by law to be maintained and preserved in
connection with providing the Administrative Services, and will otherwise comply
with all laws, rules and regulations applicable to the marketing of the
Contracts and the provision of the Administrative Services. Upon request, the
Company will provide Distributor or its representatives reasonable information
regarding the quality of the Administrative Services being provided and its
compliance with terms of this Agreement.
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3. TIMING OF TRANSACTIONS. Distributor hereby appoints the Company as agent
for the Funds for the limited purpose of accepting purchase and redemption
orders for Fund shares from the Contract owners. On each day the New York Stock
Exchange (the "Exchange") is open for business (each "Business Day"), the
Company may receive instructions from the Contract owners for the purchase or
redemption of shares of the Funds ("Orders"). Orders received and accepted by
the Company prior to the close of regular trading on the Exchange (the "Close of
Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and
transmitted to the Funds' transfer agent by 9:00 a.m. Eastern time on the next
Business Day will be executed at the net asset value determined as of the Close
of Trading on the previous Business Day. Any Orders received by the Company on
such day but after the Close of Trading, and all Orders that are transmitted to
the Funds' transfer agent after 9:00 a.m. Eastern time on the next Business Day,
will be executed at the net asset value determined as of the Close of Trading on
the next Business Day following the day of receipt of such Order. The day as of
which an Order is executed by the Funds' transfer agent pursuant to the
provisions set forth above is referred to herein as the "Trade Date". (All
orders are subject to acceptance or rejection by Distributor or the Funds in the
sole discretion of either of them.)
4. PROCESSING OF TRANSACTIONS.
(a) If transactions in Fund shares are to be settled through the National
Securities Clearing Corporation's Mutual Fund Settlement, Entry, and
Registration Verification (Fund/SERV) system, the terms of the Fund/SERV and
Networking Agreement, between Company and American Century Services Corporation,
an affiliate of Distributor, shall apply.
(b) If transactions in Fund shares are to be settled directly with the
Funds' transfer agent, the following provisions shall apply:
(1) By 6:30 p.m. Eastern time on each Business Day, Distributor (or one
of its affiliates) will provide to the Company via facsimile or other electronic
transmission acceptable to the Company the Funds' net asset value, dividend and
capital gain information and, in the case of income funds, the daily accrual for
interest rate factor (mil rate), determined at the Close of Trading.
(2) By 9:00 a.m. Eastern time on the next Business Day, the Company
will provide to Distributor via facsimile or other electronic transmission
acceptable to Distributor a report stating whether the instructions received by
the Company from Contract owners by the Close of Trading on the previous
Business Day resulted in the Accounts being a net purchase or net seller of
shares of the Funds. As used in this Agreement, the phrase "other electronic
transmission acceptable to Distributor" includes the use of remote computer
terminals located at the premises of the Company, its agents or affiliates,
which terminals may be linked electronically to the computer system of
Distributor, its agents or affiliates (hereinafter, "Remote Computer
Terminals").
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(3) Upon the timely receipt from the Company of the report described in
(2) above, the Funds' transfer agent will execute the purchase or redemption
transactions (as the case may be) at the net asset value computed as of the
Close of Trading on the Trade Date. Payment for net purchase transactions shall
be made by a wire transfer to the applicable Fund custodial account designated
by the Funds on the Business Day next following the Trade Date. Such wire
transfer shall be initiated by the Company's bank prior to 4:00 p.m. Eastern
time and received by the Funds prior to 6:00 p.m. Eastern time on the Business
Day next following the Trade Date ("T+1"). If payment for a purchase Order is
not timely received, such Order will be, at Distributor's option, either (i)
executed at the net asset value determined on the Trade Date, and the Company
shall be responsible for all costs to Distributor or the Funds resulting from
such delay, or (ii) executed at the net asset value next computed following
receipt of payment. Payments for net redemption transactions shall be made by
wire transfer by the Issue to the account(s) designated by the Company on T+1;
provided, however, the Issuer reserves the right to settle redemption
transactions within the time period set forth in the applicable Fund's
then-current prospectus. On any Business Day when the Federal Reserve Wire
Transfer System is closed, all communication and processing rules will be
suspended for the settlement of Orders. Orders will be settled on the next
Business Day on which the Federal Reserve Wire Transfer System is open and the
original Trade Date will apply.
5. PROSPECTUS AND PROXY MATERIALS.
(a) Distributor shall provide the Company with copies of the Issuer's proxy
materials, periodic fund reports to shareholders and other materials that are
required by law to be sent to the Issuer's shareholders. In addition,
Distributor shall provide the Company with a sufficient quantity of prospectuses
of the Funds to be used in conjunction with the transactions contemplated by
this Agreement, together with such additional copies of the Issuer's
prospectuses as may be reasonably requested by Company. If the Company provides
for pass-through voting by the Contract owners, or if the Company determines
that pass-through voting is required by law, Distributor will provide the
Company with a sufficient quantity of proxy materials for each, as directed by
the Company.
(b) The cost of preparing, printing and shipping of the prospectuses,
periodic fund reports and other materials of the Issuer to the Company shall be
paid by Distributor or its agents or affiliates; provided, however, that if at
any time Distributor or its agent reasonably deems the usage by the Company of
such items to be excessive, it may, prior to the delivery of any quantity of
materials in excess of what is deemed reasonable, request that the Company
demonstrate the reasonableness of such usage. If Distributor believes the
reasonableness of such usage has not been adequately demonstrated, it may
request that the party responsible for such excess usage pay the cost of
printing (including press time) and delivery of any excess copies of such
materials. Unless the Company agrees to make such payments, Distributor may
refuse to supply such additional materials and Distributor shall be deemed in
compliance with this SECTION 5 if it delivers to the Company at least the number
of prospectuses and other materials as may be required by the Issuer under
applicable law.
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(c) The cost of any distribution of prospectuses, proxy materials, periodic
fund reports and other materials of the Issuer to the Contract owners shall be
paid by the Company and shall not be the responsibility of Distributor or the
Issuer.
(d) In addition, the Distributor shall provide the Company with fund
prospectuses and any supplements thereto in PDF format contemporaneously with
the filing of the fund prospectus or supplement with the SEC or as soon
afterward as reasonably practicable.
6. COMPENSATION AND EXPENSES.
(a) The Accounts shall be the sole shareholder of Fund shares purchased for
the Contract owners pursuant to this Agreement (the "Record Owner"). The Record
Owner shall properly complete any applications or other forms required by
Distributor or the Issuer from time to time.
(b) Distributor acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to postage,
shareholder communications and recordkeeping, by virtue of having a single
shareholder account per Fund for the Accounts rather than having each Contract
owner as a shareholder. In consideration of the Administrative Services and
performance of all other obligations under this Agreement by the Company,
Distributor will pay the Company a fee (the "Administrative Services Fee") equal
to 30 basis points (0.30%) per annum of the average aggregate amount invested by
the Company under this Agreement.
(c) The payments received by the Company under this Agreement are for
administrative and shareholder services only and do not constitute payment in
any manner for investment advisory services or for costs of distribution.
(d) For the purposes of computing the payment to the Company contemplated
by this SECTION 6, the average aggregate amount invested by the Company on
behalf of the Accounts in the Funds over a one month period shall be computed by
totaling the Company's aggregate investment (share net asset value multiplied by
total number of shares of the Funds held by the Company) on each Business Day
during the month and dividing by the total number of Business Days during such
month.
(e) Distributor will calculate the amount of the payment to be made
pursuant to this SECTION 6 at the end of each calendar quarter and will make
such payment to the Company within 30 days thereafter. The check for such
payment will be accompanied by a statement showing the calculation of the
amounts being paid by Distributor for the relevant months and such other
supporting data as may be reasonably requested by the Company and shall be
mailed to:
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The Travelers Insurance Company
Shareholder Accounting
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6MS
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇
7. REPRESENTATIONS.
(a) The Company represents and warrants that (i) this Agreement has been
duly authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms; (ii) it has established the
Accounts as set forth on Schedule A attached hereto, each of which is a duly
authorized and established separate account under Connecticut Insurance law, and
has registered each Account as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act"), or is exempt from registration thereunder,
to serve as an investment vehicle for the Contracts; (iii) each Contract
provides for the allocation of net amounts received by the Company to an Account
for investment in the shares of one or more specified investment companies
selected among those companies available through the Account to act as
underlying investment media; (iv) selection of a particular investment company
is made by the Contract owner under a particular Contract, who may change such
selection from time to time in accordance with the terms of the applicable
Contract; (v) the Company will display on its websites only the most current and
up-to-date prospectuses, Statements of Additional Information and any
supplements thereto for the Funds which have been provided to the Company by the
Distributor in PDF format, and that no outdated or incorrect information or
documents shall be posted; and (vi) the activities of the Company contemplated
by this Agreement comply in all material respects with all provisions of federal
and state securities laws applicable to such activities.
(b) Distributor represents that (i) this Agreement has been duly authorized
by all necessary corporate action and, when executed and delivered, shall
constitute the legal, valid and binding obligation of Distributor, enforceable
in accordance with its terms; (ii) the prospectus of each Fund complies in all
material respects with federal and state securities laws, (iii) shares of the
Issuer are registered and authorized for sale in accordance with all federal and
state securities laws; (iv0 the investments of the Funds will at all times be
adequately diversified within the meaning of Section 817(h) of the Internal
Revenue Service Code of 1986, as amended (the "Code"), and the regulations
thereunder, and that at all times while this Agreement is in effect, all
beneficial interests in each of the Funds will be owned by one or more insurance
companies' segregated asset accounts or by any other party permitted under
Section 1.817-5(f)(3) of the Regulations promulgated under the Code; and (v)
each Fund has elected to be taxed as a "regulated investment company" under
Subchapter M of the Code].
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8. ADDITIONAL COVENANTS AND AGREEMENTS.
(a) Each party shall comply with all provisions of federal and state laws
applicable to its respective activities under this Agreement. All obligations of
each party under this Agreement are subject to compliance with applicable
federal and state laws.
(b) Each party shall promptly notify the other party in the event that it
is, for any reason, unable to perform any of its obligations under this
Agreement.
(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Account on any Business Day
will be based upon instructions that it received from the Contract owners, in
proper form prior to the Close of Trading of the Exchange on that Business Day.
The Company shall time stamp all Orders or otherwise maintain records that will
enable the Company to demonstrate compliance with SECTION 8(C) hereof.
(d) The Company covenants and agrees that all Orders transmitted to the
Issuer, whether by telephone, telecopy, or other electronic transmission
acceptable to Distributor, shall be sent by or under the authority and direction
of a person designated by the Company as being duly authorized to act on behalf
of the owner of the Accounts. Distributor shall be entitled to rely on the
existence of such authority and to assume that any person transmitting Orders
for the purchase, redemption or transfer of Fund shares on behalf of the Company
is "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform
Commercial Code with respect to the transmission of instructions regarding Fund
shares on behalf of the owner of such Fund shares. The Company shall maintain
the confidentiality of all passwords and security procedures issued, installed
or otherwise put in place with respect to the use of Remote Computer Terminals
and assumes full responsibility for the security therefore. The Company further
agrees to be responsible for the accuracy, propriety and consequences of all
data transmitted to Distributor by the Company by telephone, telecopy or other
electronic transmission acceptable to Distributor.
(e) The Company agrees that, to the extent it is able to do so, it will use
its best efforts to give equal emphasis and promotion to shares of the Funds as
is given to other underlying investments of the Accounts, subject to applicable
Securities and Exchange Commission rules. In addition, the Company shall not
impose any fee, condition, or requirement for the use of the Funds as investment
options for the Contracts that operates to the specific prejudice of the Funds
vis-a-vis the other investment media made available for the Contracts by the
Company.
(f) The Company shall not, without the written consent of Distributor, make
representations concerning the Issuer or the shares of the Funds except those
contained in the then-current prospectus and in current printed sales literature
approved by Distributor or the Issuer.
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(g) Advertising and sales literature with respect to the Issuer or the
Funds prepared by the Company or its agents, if any, for use in marketing shares
of the Funds as underlying investment media to Contract owners shall be
submitted to Distributor for review and approval before such material is used.
9. USE OF NAMES. Except as otherwise expressly provided for in this
Agreement, neither Distributor nor any of its affiliates nor the Funds shall use
any trademark, trade name, service ▇▇▇▇ or logo of the Company, or any variation
of any such trademark, trade name, service ▇▇▇▇ or logo, without the Company's
prior written consent, the granting of which shall be at the Company's sole
option. Except as otherwise expressly provided for in this Agreement, the
Company shall not use any trademark, trade name, service ▇▇▇▇ or logo of the
Issuer, Distributor or any variation of any such trademarks, trade names,
service marks, or logos, without the prior written consent of either the Issuer
or Distributor, as appropriate, the granting of which shall be at the sole
option of Distributor and/or the Issuer.
10. PROXY VOTING.
(a) The Company shall provide pass-through voting privileges to all
Contract owners so long as the SEC continues to interpret the 1940 Act as
requiring such privileges. It shall be the responsibility of the Company to
assure that it and the separate accounts of the other Participating Companies
(as defined in SECTION 12(A) below) participating in any Fund calculate voting
privileges in a consistent manner.
(b) The Company will distribute to Contract owners all proxy material
furnished by Distributor and will vote shares in accordance with instructions
received from such Contract owners. The Company shall vote Fund shares for which
no voting instructions are received in the same proportion as shares for which
such instructions have been received. The Company and its agents shall not
oppose or interfere with the solicitation of proxies for Fund shares held for
such Contract owners.
11. INDEMNITY.
(a) Distributor agrees to indemnify and hold harmless the Company and its
officers, directors, employees, agents, affiliates and each person, if any, who
controls the Company within the meaning of the Securities Act of 1933
(collectively, the "Indemnified Parties" for purposes of this SECTION 11(A))
against any losses, claims, expenses, damages or liabilities (including amounts
paid in settlement thereof) or litigation expenses (including legal and other
expenses) (collectively, "Losses"), to which the Indemnified Parties may become
subject, insofar as such Losses result from a breach by Distributor of a
material provision of this Agreement. Distributor will reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. Distributor shall not be liable for
indemnification hereunder if such Losses are attributable to the negligence or
misconduct of the Company in performing its obligations under this Agreement.
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(b) The Company agrees to indemnify and hold harmless Distributor and the
Issuer, and their respective officers, directors, employees, agents, affiliates
and each person, if any, who controls Issuer or Distributor within the meaning
of the Securities Act of 1933 (collectively, the "Indemnified Parties" for
purposes of this SECTION 11(B)) against any Losses to which the Indemnified
Parties may become subject, insofar as such Losses result from a breach by the
Company of a material provision of this Agreement or the use by any person of
the Remote Computer Terminals. The Company will reimburse any legal or other
expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. The Company shall not be liable for
indemnification hereunder if such Losses are attributable to the negligence or
misconduct of Distributor or the Issuer in performing their obligations under
this Agreement.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement thereof, but the omission so to notify
the indemnifying party will not relieve if from any liability which it may have
to any indemnified party otherwise than under this SECTION 11. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the dense thereof, the indemnifying party will not be liable
to such indemnified party under this SECTION 11 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
(d) If the indemnifying party assumes the defense of any such action, the
indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgment in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
12. POTENTIAL CONFLICTS
(a) The Company has received a copy of an application for exemptive relief,
as amended, filed by the Issuer on December 21, 1987, with the SEC and the order
issued by the SEC in response thereto (the "Shared Funding Exemptive Order").
The Company has reviewed the conditions to the requested relief set forth in
such application for exemptive relief. As set forth in such application, the
Board of Directors of the Issuer (the "Board") will monitor the Issuer for the
existence of any material irreconcilable conflict between the interests of the
contract owners of all separate accounts ("Participating Companies") investing
in funds of the Issuer. An irreconcilable material conflict may arise for a
variety of reasons, including: (i) an action by any state insurance regulatory
authority; (ii) a change in applicable federal or state
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insurance, tax, or securities laws or regulations, or a public ruling, private
letter ruling, no-action or interpretative letter, or any similar actions by
insurance, tax or securities regulatory authorities; (iii) an administrative or
judicial decision in any relevant proceeding; (iv) the manner in which the
investments of any portfolio are being managed; (v) a difference in voting
instructions given by variable annuity contract owners and variable life
insurance contract owners; or (vi) a decision by an issuer to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and the
implications thereof.
(b) The Company will report any potential or existing conflicts of which it
is aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order by providing the Board
with all information reasonably necessary for the Board to consider any issues
raised. This includes, but is not limited to, an obligation by the Company to
inform the Board whenever contract owner voting instructions are disregarded.
(c) If a majority of the Board, or a majority of its disinterested Board
members, determines that a material irreconcilable conflict exists with regard
to contract owner investments in a Fund, the Board shall give prompt notice to
all Participating Companies. If the Board determines that the Company is
responsible for causing or creating said conflict, the Company shall at its sole
cost and expense, and to the extent reasonably practicable (as determined by a
majority of the disinterested Board members), take such action as is necessary
to remedy or eliminate the irreconcilable material conflict. Such necessary
action may include but shall not be limited to:
(i) withdrawing the assets allocable to the Accounts from the Fund
and reinvesting such assets in a different investment medium or
submitting the question of whether such segregation should be
implemented to a vote of all affected contract owners and as
appropriate, segregating the assets of any appropriate group
(i.e., annuity contract owners, life insurance contract owners,
or variable contract owners of one or more Participating
Companies) that votes in favor of such segregation , or offering
to the affected contract owners the option of making such a
change; and/or
(ii) establishing a new registered management investment company or
managed separate account.
(d) If a material irreconcilable conflict arises as a result of a decision
by the Company to disregard its contract owner voting instructions and said
decision represents a minority position or would preclude a majority vote by all
of its contract owners having an interest in the Issuer, the Company at its sole
cost, may be required, at the Board's election, to withdraw an Account's
investment in the Issuer and terminate this Agreement; provided, however, that
such withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
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(e) For the purpose of this SECTION 12, a majority of the disinterested
Board members shall determine whether or not any proposed action adequately
remedies any irreconcilable material conflict, but in no event will the Issuer
be required to establish a new funding medium for any Contract. The Company
shall not be required by this SECTION 12 to establish a new funding medium for
any Contract if an offer to do so has been declined by vote of a majority of the
Contract owners materially adversely affected by the irreconcilable material
conflict.
13. TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated
by either party upon 180 days' prior written notice to the other party.
Notwithstanding the above, the Issuer reserves the right, without prior notice,
to suspend sales of shares of any Fund, in whole or in part, or to make a
limited offering of shares of any of the Funds in the event that (A) any
regulatory body commences formal proceedings against the Company, Distributor,
affiliates of Distributor, or the Issuer, which proceedings Distributor
reasonably believes may have a material adverse impact on the ability of
Distributor, the Issuer or the Company to perform its obligations under this
Agreement or (B) in the judgment of Distributor, declining to accept any
additional instructions for the purchase or sale of shares of any such Fund is
warranted by market, economic or political conditions. Notwithstanding the
foregoing, this Agreement may be terminated immediately (i) by any party as a
result of any other breach of this Agreement by another party, which breach is
not cured within 30 days after receipt of notice from the other party, or (ii)
by any party upon a determination that continuing to perform under this
Agreement would, in the reasonable opinion of the terminating party's counsel,
violate any applicable federal or state law, rule, regulation or judicial order.
Termination of this Agreement shall not affect the obligations of the parties to
make payments under SECTION 4 for Orders received by the Company prior to such
termination and shall not affect the Issuer's obligation to maintain the
Accounts as set forth by this Agreement. Following termination, Distributor
shall not have any Administrative Services payment obligation to the Company
(except for payment obligations accrued but not yet paid as of the termination
date).
14. NON-EXCLUSIVITY. Both parties acknowledge and agree that this Agreement
and the arrangement described herein are intended to be non-exclusive and that
each party is free to enter into similar agreements and arrangements with other
entities.
15. SURVIVAL. The provisions of SECTION 9 (Use of Names) and SECTION 11
(Indemnity) of this Agreement shall survive termination of this Agreement.
16. AMENDMENT. Neither this Agreement, nor any provision hereof, may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by all of the parties hereto.
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17. NOTICES. All parties and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To the Company:
The Travelers Insurance Company
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6MS
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Deputy General Counsel
(▇▇▇) ▇▇▇-▇▇▇▇ (office number)
(▇▇▇) ▇▇▇-▇▇▇▇ (telecopy number)
To the Issuer or Distributor:
American Century Investment Services, Inc.
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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
(▇▇▇) ▇▇▇-▇▇▇▇ (office number)
(▇▇▇) ▇▇▇-▇▇▇▇ (telecopy number)
Any notice, demand or other communication given in a manner prescribed in this
SECTION 17 shall be deemed to have been delivered on receipt.
18. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned without the
written consent of both parties to the Agreement at the time of such assignment.
This Agreement shall be binding upon and inure to the benefit both parties
hereto and their respective permitted successors and assigns.
19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
20. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
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21. ENTIRE AGREEMENT. This Agreement, including the attachments hereto,
constitutes the entire agreement between the parties with respect to the matters
dealt with herein, and supersedes all previous agreements, written or oral, with
respect to such matters.
If the foregoing correctly sets forth our understanding, please indicate
your agreement to and acceptance thereof by signing below, whereupon this
Agreement shall become a binding agreement between us as of the latest date
indicated.
AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
Date: 8/1/01
We agree to and accept the terms of the foregoing Agreement.
THE TRAVELERS INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Title: Vice President
Date: 4/18/08
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SCHEDULE A
THE TRAVELERS INSURANCE COMPANY
August 1, 2001
Separate Accounts and Associated Contracts
Date
Established
by Board of American Century Contracts with Form Numbers
Name of Separate Account Directors Variable Portfolios, Inc. Funded by Separate Account
------------------------ ----------- ------------------------- ---------------------------
The Travelers Fund UL III for 1/5/99 VP Ultra Fund COLI 2000 (L-15491)
Variable Life Insurance
13
EXHIBIT A
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, the Company shall perform
all administrative and shareholder services required or requested under the
Contracts with respect to the Contract owners, including, but not limited to,
the following:
1. Maintain separate records for each Contract owner, which records shall
reflect the shares purchased and redeemed and share balances of such Contract
owners. The Company will maintain a single master account with each Fund on
behalf of the Contract owners and such account shall be in the name of the
Company (or its nominee) as the record owner of shares owned by the Contract
owners.
2. Disburse or credit to the Contract owners all proceeds of redemptions of
shares of the Funds and all dividends and other distributions not reinvested in
shares of the Funds.
3. Prepare and transmit to the Contract owners, as required by law or the
Contracts, periodic statements showing the total number of shares owned by the
Contract owners as of the statement closing date, purchases and redemptions of
Fund shares by the Contract owners during the period covered by the statement
and the dividends and other distributions paid during the statement period
(whether paid in cash or reinvested in Fund shares), and such other information
as may be required, from time to time, by the Contracts.
4. Transmit purchase and redemption orders to the Funds on behalf of the
Contract owners in accordance with the procedures set forth in Section 4 to the
Agreement.
5. Distribute to the Contract owners copies of the Funds' prospectus, proxy
materials, periodic fund reports to shareholders and other materials that the
Funds are required by law or otherwise to provide to their shareholders or
prospective shareholders.
6. Maintain and preserve all records as required by law to be maintained
and preserved in connection with providing the Administrative Services for the
Contracts.
14
AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") dated
2/3 , 2004, by and between THE TRAVELERS INSURANCE COMPANY (the "Company") and
AMERICAN CENTURY INVESTMENT SERVICES, INC. ("Distributor"). Capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the
Agreement (defined below).
RECITALS
WHEREAS, the Company and Distributor are parties to a certain Shareholder
Services Agreement dated August 1, 2001 (the "Agreement"), pursuant to which
shares of the Funds are made available to serve as underlying investment media
for certain group and individual variable annuity and variable life insurance
contracts ("Contracts") to be used by the Company;
WHEREAS, the parties have desire to expand the Accounts of the Company
which invest in shares of the Fund, each of the parties hereby agrees to amend
Schedule A of the Agreement by adding the following to the existing language on
Schedule A and replacing the existing Schedule A with the attached Schedule A
dated May 1, 2003:
New Contracts: Corporate Benefit Life
Private Placement - ▇▇▇▇▇▇▇▇▇ Platform
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Replacement of Schedule A. Schedule A is hereby deleted in its entirety
and is replaced with Schedule A, attached hereto.
2. Entire Agreement. In the event of a conflict between the terms of this
Amendment No.1 and the Agreement, it is the intention of the parties that the
terms of this Amendment No.1 shall control and the Agreement shall be
interpreted on that basis. To the extent the provisions of the Agreement have
not been amended by this Amendment No.1, the parties hereby confirm and ratify
the Agreement.
3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No.1 as of
the date first above written.
THE TRAVELERS INSURANCE COMPANY AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Secretary Title: President
SCHEDULE A
THE TRAVELERS INSURANCE COMPANY
May 1, 2003
Separate Accounts and Associated Contracts
AMERICAN
NEW SEPARATE DATE ESTABLISHED CENTURY VARIABLE CONTRACTS WITH FORM NUMBERS
ACCOUNT BY BOARD OF DIRECTORS PORTFOLIOS, INC. FUNDED BY SEPARATE ACCOUNT
--------------------------- --------------------- ---------------- -----------------------------------------
The Travelers Fund UL III 1/5/99 VP Ultra Fund COLI 2000 (L-15491)
for Variable Life Insurance Corporate Benefits Life (L-15311) Private
Placement - ▇▇▇▇▇▇▇▇▇ Platform (none)
AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") dated
February 28, 2005, by and between THE TRAVELERS INSURANCE COMPANY (the
"Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("Distributor").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and Distributor are parties to a certain Shareholder
Services Agreement dated August 1, 2001, as amended February 3, 2004 (the
"Agreement"), pursuant to which shares of the Funds are made available to serve
as underlying investment media for certain group and individual variable annuity
and variable life insurance contracts ("Contracts") to be used by the Company;
WHEREAS, the parties have desire to expand the Accounts of the Company
which invest in shares of the Fund, each of the parties hereby agrees to amend
Schedule A of the Agreement by adding the following to the existing language on
Schedule A and replacing the existing Schedule A with the attached Schedule A
dated February 28, 2005:
New Contracts: COLI Private Placement (L-1722)
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Replacement of Schedule A. Schedule A is hereby deleted in its entirety
and is replaced with Schedule A, attached hereto.
2. Entire Agreement. In the event of a conflict between the terms of this
Amendment No.2 and the Agreement, it is the intention of the parties that the
terms of this Amendment No.2 shall control and the Agreement shall be
interpreted on that basis. To the extent the provisions of the Agreement have
not been amended by this Amendment No.2, the parties hereby confirm and ratify
the Agreement.
3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No.2 as of
the date first above written.
THE TRAVELERS INSURANCE COMPANY AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Secretary Title: President
SCHEDULE A
THE TRAVELERS INSURANCE COMPANY
February 28, 2005
Separate Accounts and Associated Contracts
AMERICAN
NEW SEPARATE DATE ESTABLISHED CENTURY VARIABLE CONTRACTS WITH FORM NUMBERS FUNDED
ACCOUNT BY BOARD OF DIRECTORS PORTFOLIOS, INC. BY SEPARATE ACCOUNT
----------------------------- --------------------- ----------------- -----------------------------------------
The Travelers Fund UL III for 1/5/99 VP Ultra Fund COLI 2000 (L-15491)
Variable Life Insurance Corporate Benefits Life (L-15311) Private
Placement - ▇▇▇▇▇▇▇▇▇ Platform (none)
TIC Separate Account 9/1/02 VP Ultra Fund COLI Private Placement (L-17222)
CPPVUL
AMENDMENT NO. 3 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 3 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") dated
October 1, 2005, by and between THE TRAVELERS INSURANCE COMPANY (the "Company")
and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("Distributor"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement (defined below).
RECITALS
WHEREAS, the Company and Distributor are parties to a certain Shareholder
Services Agreement dated August 1, 2001, as amended February 3, 2004 (the
"Agreement") and February 28, 2005, pursuant to which shares of the Funds are
made available to serve as underlying investment media for certain group and
individual variable annuity and variable life insurance contracts ("Contracts")
to be used by the Company;
WHEREAS, the parties have desire to update the listing that appears as
Schedule A of contracts offered by the Accounts authorized to participate in the
Funds by adding the following to the existing language on Schedule A and
replacing the existing Schedule A with the attached Schedule A dated October 1,
2005:
New Contracts: COLI I-Series II (L-15310)
COLI Private Placement (L-17755)
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Replacement of Schedule A. Schedule A is hereby deleted in its entirety
and is replaced with Schedule A, attached hereto.
2. Entire Agreement. In the event of a conflict between the terms of this
Amendment No.3 and the Agreement, it is the intention of the parties that the
terms of this Amendment No.3 shall control and the Agreement shall be
interpreted on that basis. To the extent the provisions of the Agreement have
not been amended by this Amendment No.3, the parties hereby confirm and ratify
the Agreement.
3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No.3 as of
the date first above written.
THE TRAVELERS INSURANCE COMPANY AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Asst Title: President
Secretary
SCHEDULE A
THE TRAVELERS INSURANCE COMPANY
October 1, 2005
Separate Accounts and Associated Contracts
AMERICAN
NEW SEPARATE DATE ESTABLISHED CENTURY VARIABLE CONTRACTS WITH FORM NUMBERS FUNDED
ACCOUNT BY BOARD OF DIRECTORS PORTFOLIOS, INC. BY SEPARATE ACCOUNT
----------------------------- --------------------- ---------------- -----------------------------------------
The Travelers Fund UL III for 1/5/99 VP Ultra Fund COLI 2000 (L-15491)
Variable Life Insurance Corporate Benefits Life (L-15311) Private
Placement - ▇▇▇▇▇▇▇▇▇ Platform (none)
COLI I-Series II (L-15310)
TIC Separate Account 9/1/02 VP Ultra Fund COLI Private Placement (L-17222)
CPPVUL 1 COLI Private Placement (L17755)
AMENDMENT NO. 4 DATED APRIL 28, 2008
TO THE SHAREHOLDER SERVICES AGREEMENT DATED AUGUST 1, 2001
THIS AMENDMENT NO. 4 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") is
made as of this 28th day of April, 2008, by and between METLIFE INSURANCE
COMPANY OF CONNECTICUT, previously known as The Travelers Insurance Company
("MICC") and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("Distributor").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).
RECITALS
WHEREAS, MICC and Distributor are parties to a certain Shareholder Services
Agreement dated August 1, 2001, as amended February 3, 2004, February 28, 2005
and October 1, 2005, (the "Agreement") in which MICC offers to the public
certain group and individual variable annuity and variable life insurance
contracts ("Contracts"); and
WHEREAS, on May 1, 2006, The Travelers Insurance Company was renamed
MetLife Insurance Company of Connecticut ("MICC") and The Travelers Life and
Annuity Company was renamed MetLife Life and Annuity Company of Connecticut
("MLACC");
WHEREAS, on December 7, 2007, MLACC was merged with and into MICC;
WHEREAS, the parties desire to amend the Agreement by updating the notice
provision and updating the names of the MICC separate accounts and expanding the
Funds listed in Schedule A.
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. NOTICES. Section 17 of the Agreement entitled "Notices" shall be amended
as follows:
"If to the Company:
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Vice President
1
Copy to:
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Law Department"
2. SCHEDULE A. Schedule A of the Agreement is hereby deleted in its
entirety and replaced with Schedule A, attached hereto.
3. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict
between the terms of this Amendment and the Agreement, it is the intention of
the parties that the terms of this Amendment shall control and the Agreement
shall be interpreted on that basis. To the extent the provisions of the
Agreement have not been amended by this Amendment, the parties hereby confirm
and ratify the Agreement.
4. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
5. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
METLIFE INSURANCE COMPANY OF
CONNECTICUT
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Date: 4/18/08
AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Date: 5/31/08
2
SCHEDULE A
MetLife Insurance Company of Connecticut
Separate Accounts and Associated Contracts
DATE
ESTABLISHED AMERICAN
BY BOARD OF CENTURY VARIABLE CONTRACTS FUNDED
SEPARATE ACCOUNT DIRECTORS PORTFOLIOS, INC. BY SEPARATE ACCOUNT
---------------- ----------- ---------------- -------------------
MetLife of CT Fund III for 1/5/99 VP Ultra Fund COLI
Variable Life Insurance VP Vista Fund COLI - Series 2
COLI 2000
COLI III
COLI IV
Corporate Select
MetLife of CT Separate 9/1/02 VP Ultra Fund COLI PPVL
Account CPPVUL 1 VP Vista Fund
3