Form N-4, Item 24(b)
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EXHIBIT 8.2.3
Form of Participation Agreement with
Twentieth Century Investors, Inc. and
American United Life Insurance Company
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FUND PARTICIPATION AGREEMENT
American United Life Insurance Company (the "Company") and Twentieth
Century World Investors, Inc. ("Twentieth Century") and its investment adviser,
Investors Research Corporation ("Investors Research") hereby agree to an
arrangement whereby shares of Twentieth Century International Equity (the
"Fund") shall be made available to serve as underlying investment media for
Group Annuity Contracts ("Contracts") to be offered to the public by the
Company, subject to the following provisions:
1. ESTABLISHMENT OF ACCOUNT; AVAILABILITY OF FUND.
The Company represents that it has established the Group Retirement Annuity
Separate Account I and Group Retirement Annuity Separate Account II (the
"Accounts"), each a separate account under law, and has registered each as a
unit investment trust under the Investment Company Act of 1940 to serve as an
investment vehicle for the Contracts. The Contracts provide for the allocation
of net amounts received by the Company to separate series of the Accounts for
investment in the shares of a specified investment company selected from among
those companies available through the Accounts to act as underlying investment
media. Selection of a particular series of the Accounts is made by the Contract
owner, who may change such selection from time to time in accordance with the
terms of the applicable Contract.
2. Marketing and Promotion.
The Company agrees to make every reasonable effort to market its Contracts.
It will
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no to give disproportionately unequal emphasis and promotion to shares of the
Fund as compared to other underlying investments of the Accounts. In addition,
the Company shall not impose any fee, condition, rule or regulation for the use
by Contract owners of the Fund as an investment option that operates to the
specific prejudice of the Fund vis-a-vis the other investment options offered by
the Company to Contract owners. In marketing and administering its Contracts,
the Company will comply with all applicable state and Federal laws.
3. PRICING INFORMATION; ORDERS; SETTLEMENT.
(a) Twentieth Century will make Fund shares available to be purchased by
the Company on behalf of the Accounts at the net asset value applicable to each
order. Fund shares shall be purchased and redeemed in such quantity and at such
time determined by the Company to be necessary to meet the requirements of those
Contracts for which the Fund serves as underlying investment media.
(b) Twentieth Century will provide to the Company closing net asset value,
dividend and capital gain information at the close of trading each day that the
New York Stock Exchange (the "Exchange") is open (each such day, a "business
day"). The Company will send directly to Twentieth Century or its specified
agent orders to purchase and/or redeem Fund shares by 10:00 a.m. Eastern Time
the following business day. Payment for net purchases will be wired by the
Company to a custodial account designated by Twentieth Century to coincide with
the order for shares of the Fund.
(c) Twentieth Century hereby appoints the Company as its agent for the
limited purpose of accepting purchase and redemption orders for Fund shares from
Contract owners.
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Orders from Contract owners received by the Company acting as agent for
Twentieth Century prior to the close of the Exchange on any given business day
will be executed by Twentieth Century at the net asset value determined as of
the close of the Exchange on such business day. Any orders received by the
Company acting as agent on such day but after the close of the Exchange will be
executed by Twentieth Century at the net asset value determined as of the close
of the Exchange on the next business day following the day of receipt of such
order.
(d) Payments for net redemptions of shares of the Fund will be paid in cash
and will be wired by Twentieth Century from the Twentieth Century custodial
account to an account designated by the Company. Payment for net redemptions
will ordinarily be wired one business day after the order for the redemptions
has been sent by the Company to Twentieth Century or its specified agent.
4.COMPLIANCE.
(a) In managing and administering Twentieth Century, Twentieth Century and
Investors Research will comply in all material respects with all applicable
state and Federal securities laws.
(b) Twentieth Century and Investors Research shall use their respective
best efforts to ensure that the Fund qualifies and continues to qualify as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code (or
any successor or similar provision). (c) Twentieth Century and Investors
Research shall use their respective best efforts to ensure that the Fund
complies and maintains compliance with the diversification provisions of Section
817(h) of the Internal Revenue Code and the regulations issued thereunder
relating to the diversification requirements for variable annuity contracts, and
with any prospective
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amendments or other modifications to Section 817 or regulations thereunder.
(d) Unless it notifies the Company with reasonable promptness that it does
not intend to do so, Twentieth Century shall take all steps necessary to adhere
to any requirements under tax or insurance law or otherwise that pertain to the
Fund by virtue of serving as an investment media for the Contracts for which
notice is provided to Twentieth Century by the Company.
(e) Investors Research shall notify the Company with reasonable promptness
after having a reasonable basis for believing that the Fund has ceased to comply
or likely will cease to comply or likely will cease to comply with any of the
requirements described or referenced in Section 4(a), (b), (c), or (d) of this
Agreement.
(f) Twentieth Century and Investors Research represent and warrant that as
of the date of this Agreement the shares of the Fund are duly authorized for
issuance in accordance with applicable law, that the shares of the Fund are
registered with the SEC as securities under the Securities Act of 1933, and that
Twentieth Century is registered as an open-end management investment company
under the Investment Company Act of 1940.
5. EXPENSES.
(a) Except as otherwise provided in this Agreement, all expenses incident
to the performance by Twentieth Century under this Agreement shall be paid by
Investors Research or Twentieth Century, including the cost of registration of
Twentieth Century's shares with the SEC and in states where required.
(b) Twentieth Century shall provide to the Company its proxy materials,
periodic fund reports to shareholders and other materials that are required by
law to be sent to
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Contract owners. In addition, Twentieth Century shall provide the Company with a
sufficient quantity of its prospectuses to be used in connection with the
offerings and transactions contemplated by this Agreement. The cost of preparing
and printing such materials shall be paid by Investors Research or Twentieth
Century, and the cost of distributing such materials shall be paid by the
Company; provided, however, that if at any time Twentieth Century reasonably
deems the usage of such materials to be excessive, it may request that the
Company pay the cost of printing (including press time and paper) of any
additional copies of such materials requested by the Company.
6.REPRESENTATIONS.
The Company and its agents shall not, without the written consent of Twentieth
Century, make representations concerning Twentieth Century or its shares except
those contained in the then current prospectuses, Registration Statement and in
the then current printed sales literature of Twentieth Century.
7. ADMINISTRATION OF ACCOUNTS.
(a) Administrative services to purchasers of Contracts shall be the
responsibility of the Company and shall not be the responsibility of Twentieth
Century or Investors Research. Twentieth Century and Investors Research
recognize the Company as the sole shareholder of Twentieth Century shares issued
under this Agreement. Twentieth Century and Investors Research further recognize
that they will derive a substantial savings in administrative expense, such as
significant reductions in postage expense and shareholder communications and
recordkeeping, by virtue of having a sole shareholder rather than multiple
shareholders. In consideration of the administrative savings resulting from such
arrangement, Investors
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Research agrees to pay to the Company an amount equal to 15 basis points (0.15%)
per annum of the average aggregate amount invested by the Company under this
Agreement, commencing with the month in which the average aggregate investment
by the Company (on behalf of the Contract owners) in the Fund exceeds $10
million. No payment obligation shall arise until the Company's average aggregate
investment in the Fund reaches $10 million, and such payment obligation, once
commenced, shall be suspended with respect to any month during which the
Company's average aggregate investment in the Fund drops below $10 million.
(b) Investors Research has advised the Company that it customarily pays,
out of its management fee, another affiliated corporation for the type of
administrative services to be provided by the Company to the Contract holders.
The parties agree that Investors Research's payments to the Company, like
Investors Research's payments to its affiliated corporation, are for
administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution.
(c) For the purposes of computing the payment to the Company contemplated
by this Section 7, the average aggregate amount invested by the Company over a
one month period shall be computed by totalling the Company's aggregate
investment (share net asset value multiplied by total number of shares held by
the Company) on each business day during the month and dividing by the total
number of business days during such month.
(d) Investors Research will calculate the payment contemplated by this
Section 7 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
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calculation of the monthly amounts payable by Investors Research and such other
supporting data as may be reasonably requested by the Company.
8. TERMINATION.
This Agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company or Twentieth Century upon 90 days'
advance written notice to the other;
(b) at the option of the Company if shares of the Fund are not available
for any reason or if the Company shall reasonably determine in good faith that
further investment in shares of the Fund is inappropriate in view of the
purposes of the Contracts, provided that reasonable advance notice of election
to terminate shall be furnished by the Company;
(c) at the option of either the Company or Twentieth Century, upon
institution of formal proceedings against the broker-dealer or broker-dealers
underwriting the Contracts, the Account, the Company, Investors Research or
Twentieth Century by the National Association of Securities Dealers, Inc. (the
"NASD"), the SEC or any other regulatory body;
(d) at the option of Twentieth Century, if Twentieth Century shall
reasonably determine in good faith that the Company is not offering shares of
the Fund in conformity with the terms of this Agreement;
(e) upon termination of the Management Agreement between Twentieth Century
and Investors Research, notice of which shall be promptly furnished to the
Company; provided, however, that this subsection (e) shall not apply if
contemporaneously with such termination a new contract of substantially similar
terms is entered into between Twentieth Century and Investors Research;
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(f) upon the requisite vote of Contract owners having an interest in
Twentieth Century to substitute for Twentieth Century's shares the shares of
another investment company in accordance with the terms of Contracts for which
Twentieth Century's shares had been selected to serve as an underlying
investment medium; provided, however, that the Company shall give 60 days'
written notice to Twentieth Century of any proposed vote to replace the Fund's
shares;
(g) upon assignment of this Agreement, unless made with the written consent
of all other parties hereto;
(h) if Twentieth Century's shares are not registered, issued or sold in
conformance with Federal or applicable state law or such law precludes the use
of Fund shares as the underlying investment medium of Contracts issued or to be
issued by the Company, provided that prompt notice shall be given by either
party should such situation occur;
(i) at the option of the Company by written notice to the other parries in
the event that the Fund ceases to qualify as a Regulated Investment Company
under Subchapter M of the Internal Revenue Code or in the event that such Fund
fails to meet the diversification requirements specified in Section 4(c) of this
Agreement, or if the Company reasonably believes in good faith that such Fund
may fail to so qualify as a Regulated Investment Company or may fail to meet
such diversification requirements.
9. CONTINUATION OF AGREEMENT.
Termination as the result of any cause listed in Section 8 shall not affect
Twentieth Century's obligation to maintain an account in the name of the Company
on behalf of those Contract owners who selected the Fund as an investment option
prior to the termination of
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this Agreement; provided, however, Twentieth Century shall have no
administrative services payment obligation to the Company after such
termination.
10. ADVERTISING MATERIALS; FILED DOCUMENTS.
(a) Advertising and literature with respect to Twentieth Century prepared
by the Company or its agents for use in marketing its Contracts will be
submitted to Twentieth Century for review before such material is submitted to
the SEC or NASD for review.
(b) Twentieth Century will provide to the Company at least one complete
copy of all registration statements, prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements and all amendments
or supplements to any of the above that relate to the Fund promptly after the
filing of such document with the SEC or other regulatory authorities. The
Company will provide to Twentieth Century at least one complete copy of all
registration statements, prospectuses, statement of additional information,
annual and semi-annual reports, proxy statements and all amendments or
supplements by any of the above that relate to the Accounts promptly after the
filing of such document with the SEC or other regulatory authority.
11. SUBSTITUTION.
The Company has advised Twentieth Century and Investors Research, and
Twentieth Century and Investors Research understand that the Contracts provide
that the Company reserves the right to substitute the shares of another
investment company or series thereof for the shares of Twentieth Century if such
shares are no longer available for investment, or if, in the judgment of the
Company's management, further investment in the shares of the Fund would be
inappropriate in view of the purposes of the Contracts. The Company hereby
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represents that all determinations of appropriateness will be reasonably made in
good faith.
12. PROXY VOTING.
The Company will distribute to Contract owners all proxy material furnished
by Twentieth Century and will vote shares in accordance with instructions
received from such Contract owners. The Company shall vote Twentieth Century
shares for which no instructions have been received in the same proportion as
shares for which such instructions have been received. The Company and its
agents shall not or oppose or interfere with the solicitation of proxies for
Twentieth Century shares held for Contract owners.
13. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless Twentieth Century and
each of its directors, officers, employees, agents and each person, if any, who
controls Twentieth Century or its investment adviser within the meaning of the
Securities Act of 1933 (the "Act") against any losses, claims, damages or
liabilities to which Twentieth Century or any such director, officer, employee,
agent, or controlling person may become subject, under the Act or otherwise,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) (i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
prospectus or sales literature of the Company or arise out of or are based upon
the omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or arise out of or as a result of conduct, statements or representations (other
than statements or representations contained in the Registration Statement, as
amended, the prospectus or sales literature of Twentieth Century) of the
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Company or its agents, with respect to the sale and distribution of Contracts
for which shares of the Fund are the underlying investment, or (ii) result from
a breach of a material provision of this Agreement. The Company will reimburse
any legal or other expenses reasonably incurred by Twentieth Century or any such
director, officer, employee, agent, investment adviser, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such Registration Statement, prospectus
or sales literature in conformity with written materials furnished to the
Company by Twentieth Century specifically for use therein.
(b) Investors Research agrees to indemnify and hold harmless the Accounts,
the Company and each of its directors, officers, employees, agents and each
person, if any, who controls the Company within the meaning of the Act against
any losses, claims, damages or liabilities to which the Accounts, the Company or
any such director, officer, employee, agent or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) (i) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, prospectus or sales literature of the Fund or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or material fact required
to be stated therein or necessary to make the statements therein not misleading,
or (ii) result from a breach of a material provision of this Agreement.
Investors Research will reimburse any legal or other expenses reasonably
incurred by the
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Company or any such director, officer, employee, agent, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that Investors Research will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
prospectus or sales literature in conformity with written materials furnished to
Twentieth Century by the Company specifically for use therein.
(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 it from any liability which it may have
to any indemnified party otherwise than under this Section 13. 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 defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 13 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
14. MISCELLANEOUS.
(a) AMENDMENT AND WAIVER. Neither this Agreement, nor any provision hereof,
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may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by all parties hereto.
(b) Notices. All notices 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: American United Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
To Twentieth Century or Investors Research:
Twentieth Century World Investors, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Any notice, demand or other communication given in a manner prescribed in this
subsection (b) shall be deemed to have been delivered on receipt.
(c) Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted successors
and assigns.
(d) 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.
(e) SEVERABILITY. In case any one or more of the provisions contained in
this
13
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.
(f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior agreement and
understandings relating to the subject matter hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of the 1st day of March, 1994.
AMERICAN UNITED LIFE INSURANCE
COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
INVESTORS RESEARCH CORPORATION
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
TWENTIETH CENTURY WORLD INVESTOR, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT is made and entered into as
of the 16th day of September, 1997, by and among AMERICAN UNITED LIFE INSURANCE
COMPANY (the "Company"), AMERICAN CENTURY WORLD MUTUAL FUNDS, INC., formerly
known as Twentieth Century World Investors, Inc. (the "Issuer"), and its
investment adviser, AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., formerly known
as Investors Research Corporation (the "Adviser"). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the
Agreement (as defined below).
WHEREAS, the Company, the Issuer and the Adviser are parties to a Fund
Participation Agreement, dated as of March 1, 1994 (the "Agreement"), whereby
shares of Twentieth Century International Growth, formerly known as Twentieth
Century International Equity, a series of mutual fund shares registered under
the Investment Company Act of 1940, as amended, and issued by the Issuer (the
"Fund"), were made available by the Issuer to serve as underlying investment
media for Group Annuity Contracts to be issued through one or more separate
accounts established by the Company under state law; and
WHEREAS, the Company offers or will offer to the public certain individual and
group variable life insurance contracts (the "Variable Life Contracts"); and
WHEREAS, the Company, the Issuer and the Adviser now desire to modify the
Agreement so that shares of the Fund may be made available to the Company to
serve as underlying investment media for the Variable Life Contracts in addition
to the Group Annuity Contracts.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties hereto hereby agree as follows:
1. The Company represents that it has established or will establish one or
more separate accounts (each a "Variable Life Account") under state
insurance law, each of which is or will be registered as a unit investment
trust under the 1940 Act, to serve as investment vehicles for the Variable
Life Contracts.
2. From and after the date hereof, pursuant to the terms of the Agreement as
am ended from time to time, shares of the Fund shall be made available to
serve as underlying investment media for the Variable Life Contracts in
addition to the Group Annuity Contracts.
3. From and after the date hereof, unless the context otherwise requires, (a)
references in the Agreement to the term "Accounts" shall be deemed to
include the Variable Life Accounts and (b) references in the Agreement to
the term "Contracts" shall be deemed to include the Variable Life
Contracts.
I:LG/FPA.AUL.Wor1d.Amend1
4. In the event that there is any conflict between the terms of this
Amendment No. 1 and the Agreement, it is the intention of the parties hereto
that the terms of this Amendment No. I shall control, and the Agreement shall be
interpreted on that basis. To the extent that the provisions of the Agreement
have not been amended by this Amendment No. 1, the parties hereto hereby confirm
and ratify the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as
of the date first above written.
AMERICAN UNITED LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate General Counsel
AMERICA CENTURY INVESTMENT MANAGEMENT, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
1: ▇▇/▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT is made as of the 1st
day of March, 1999, by and among AMERICAN UNITED LIFE INSURANCE COMPANY (the
"Company"), AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. ("ACWMF", the Issuer) and
the investment adviser of the Issuer, AMERICAN CENTURY INVESTMENT MANAGEMENT,
INC. ("ACIM"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company, the ACWMF and ACIM are parties to a certain Fund
Participation Agreement dated March 1, 1994 and amended September 16, 1997 (the
"Agreement") in connection with the participation by the Funds (as defined in
the Agreement) in individual and group annuity contracts through one or more
separate accounts established by the Company under state law; and
WHEREAS, the parties have agreed to revise the amount of the administrative
services fee subject to the provisions stated herein, and
WHEREAS, the parties now desire to modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein
the parties hereto agree as follows:
1. Section 7(a) of the Agreement is hereby amended by deleting the fourth and
fifth sentences in their entirety and inserting in lieu therefor the
following:
"In consideration of the administrative savings resulting from such
arrangement, ACIM (or an affiliate of ACIM) shall pay the Company an
amount equal to 25 basis points (0.25%) per annum of the average
aggregate amount invested in any funds advised by ACIM and available
for reimbursement by the Company, for as long as the average aggregate
market value of the investments by the Company in such funds exceeds
$150 million. In the event the average aggregate amount invested by
the Company in funds advised by ACIM drops below $150 million, ACIM
(or an affiliate of ACIM) shall pay the Company an amount equal to 20
basis points (0.20%) per annum of the average aggregate amount
invested in such funds by the Company. In the event the average
aggregate amount invested by the Company in funds advised by ACIM
drops below $10 million, the Company shall receive no reimbursement."
1
2. 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. This Amendment No. 2 may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one
instrument.
4. 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 No. 2 as
of the date first above written.
AMERICAN UNITED LIFE AMERICAN CENTURY INVESTMENT
INSURANCE COMPANY MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate General Title: Executive Vice President
Counsel
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Asst. Vice President
2
AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT is effective as of the
lst day of May, 2001, by and among AMERICAN UNITED LIFE INSURANCE COMPANY (the
"Company"), AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. ("ACWMF", the Issuer) and
the investment adviser of the Issuer, AMERICAN CENTURY INVESTMENT MANAGEMENT,
INC. ("ACIM"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company, ACWMF and ACIM are parties to a certain Fund
Participation Agreement dated March 1, 1994, as amended September 16, 1997 and
March 1, 1999 (the "Agreement") in connection with the participation by the
Funds (as defined in the Agreement) in individual and group annuity contracts
through one or more separate accounts established by the Company under state
law; and
WHEREAS, the Company desires to expand the number of Funds to be made
available by the Company, and
WHEREAS, the Issuer wishes to assign to ACIM all of its rights and
obligations under the existing agreement and the Company wishes to consent to
such assignment; and
WHEREAS, the parties desire to revise the instructions for wire redemptions
as set forth herein;
WHEREAS, the parties now desire to modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein
the parties hereto agree as follows:
1. Addition of Funds. The first paragraph of the Fund Participation Agreement
is hereby deleted in its entirety and the following paragraph is hereby
substituted in lieu thereof:
"American United Life Insurance Company (the "Company") and the
investment adviser, American Century Investment Management, Inc.
("ACIM") hereby agree to an arrangement whereby shares of the
International Growth Fund, Small Cap Value Fund and Equity Income Fund
(the "Funds") each
C:\TEMP\American United Life Ins.Co.Amend No.3 to Agmt No.2.doc
of which is a series of mutual fund shares registered under the
Investment Company Act of 1940, as amended, and issued by a registered
investment company (the "Issuer") shall be made available to serve as
underlying investment media for Group Annuity Contracts ("Contracts")
to be offered to the public by the Company, subject to the following
provisions:"
2. Assignment by Issuer. ACWMF hereby assigns all of its rights and
obligations under the Agreement to ACIM and ACIM hereby accepts such
assignment. ACIM is hereby authorized to make all representations made by
Issuer under the Agreement. The Company hereby consents to such assignment.
In connection with the assignment to ACIM, it is no longer necessary to
include Fund Issuer as a party to the Agreement. Accordingly, the parties
hereby agree to the removal of ACWMF as a party to the Agreement. All
communications and notices to Issuer required under the Agreement should be
sent in accordance with the procedure set forth in the Agreement to ACIM. .
From the date of this Amendment, all references to Issuer shall be deemed
to refer to ACIM.
3. Pricing Information; Order; Settlement. Section 3(d) of the Agreement is
hereby deleted in its entirety and the following Section 3(d) is
substituted in lieu thereof:
"Payments for net redemption of shares of the Fund will be paid in
cash and will be wired by ACIM from the custodial account designated
by the Company. Payment for net redemptions will be wired on the same
Business DAY THE ORDER FOR the redemption has been sent by the Company
to ACIM or its specified agent."
4. Ratification. 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.
5. Counterparts. This Amendment No. 3 may be executed in two or more
counterparts, each of which shall be an original and all of which together
shall constitute one instrument.
6. 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.
C:\TEMP\American United Life Ins.Co.Amend No.3 to Agmt No.2.doc
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as of
the date first above written.
AMERICAN UNITED LIFE AMERICAN CENTURY INVESTMENT
INSURANCE COMPANY MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate General Title: Sr. Vice President
Counsel
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President