AMENDMENT REGARDING INSURANCE COMPANY PRINTING/DISTRIBUTION OF FUND MATERIALS

AMENDMENT

REGARDING INSURANCE COMPANY PRINTING/DISTRIBUTION

OF FUND MATERIALS

THIS AMENDMENT (“Amendment”) is effective January 1, 2012, by and between MUTUAL OF AMERICA LIFE INSURANCE COMPANY (the “Company”), AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”) and AMERICAN CENTURY SERVICES, LLC (“Transfer Agent” and collectively with Distributor, “American Century”).

WHEREAS, the Company and Distributor and/or Transfer Agent, (and in some cases one of Distributor or Transfer Agent’s affiliates), are parties to a selling agreement, as amended, (the “Agreement”), pursuant to which shares of certain registered investment companies within the American Century Investments mutual fund complex (the “Funds”) are made available to act as investment vehicles for separate accounts established for variable life insurance policies and/or variable annuity contracts offered by insurance companies, including the Company;

WHEREAS, the parties have agreed to amend the Fund Participation Agreement dated December 30, 1988 for Separate Account No. 1 (the “Agreement”) to modify the terms regarding the printing and distribution of Fund prospectuses, shareholder reports and other related Fund materials (the “Fund Materials”) and the reimbursement of out-of-pocket expenses related thereto;

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. Schedule A. Schedule A attached hereto, which sets forth the responsible parties for printing and distribution of Fund Materials and the payment of related out-of-pocket expenses, is hereby added to the Agreement

2. Ratification and Confirmation of Agreement. The parties hereby agree that all previous agreements or other arrangements between the parties regarding the printing, distribution and reimbursement of expenses related to Fund Materials, whether included in the Agreement or otherwise, are hereby superseded by this Amendment. 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.

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.

4. 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.

 

AMERICAN CENTURY SERVICES, LLC						AMERICAN CENTURY INVESTMENT SERVICES, INC.
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇				By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇				Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		Vice President				Title:		Vice President
MUTUAL OF AMERICA LIFE INSURANCE COMPANY
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:		Sr VP & Assoc Treasurer

---

SCHEDULE A

EXPENSES

The Distributor and the Company will coordinate the functions related to Fund Materials and pay the costs of completing these functions based upon an allocation of costs in the tables below.

To the extent Fund Materials are bundled with materials of other funds offered by Company, costs shall be allocated to reflect the Distributor’s share of the total costs determined according to the number of pages of the Fund’s respective portions of the documents. Notwithstanding anything to the contrary, the parties agree that to the extent that Distributor reimburses Company for printing or delivery costs incurred with respect to the distribution of Fund Materials, Distributor will only be responsible for reimbursing the portion of the expenses incurred by the Company which are directly related to printing and delivery (including postage) the Distributor’s Fund Materials. Distributor shall not be responsible for reimbursing expenses that are excessive or unnecessary based on available industry standards.

Company shall send invoices for such expense to the Distributor within 90 days of the date on which the Fund Materials are distributed or within 45 days of receipt by the Company of the printer’s invoice, whichever date is later, along with such other supporting data as may be reasonably requested. The invoice will reference the applicable Item and Function, along with the Distributor’s number of pages printed. The Company invoices should be sent to the following email message group: ▇▇▇▇_▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Fees will be payable within 45 days of receipt of the invoice, as long as such supporting data defines the appropriate expenses.

 

Item		Function		Party Responsible for Coordination		Party Responsible for Expense
Mutual Fund Prospectus and, if applicable, Summary Prospectus		Distributor shall supply the Company with such numbers of the Designated Portfolio(s) prospectus(es) as the Company may reasonably request and/or provide the Company with a print ready PDF of the Designated Portfolio(s) prospectus(es) for printing and expense reimbursement		Distributor and/or Company		Distributor will pay for printing and delivering (including postage) copies to existing Contract owners who allocate contract value to any Designated Portfolio.
Product Prospectus		Printing, Filing and Distribution		Company		Company will pay printing and delivery.

---

Item		Function		Party Responsible for Coordination		Party Responsible for Expense
Mutual Fund Prospectus and, if applicable, Summary Prospectus Update & Distribution (Supplements)		Fund, Distributor or Fund’s adviser shall supply the Company with such numbers of the Designated Portfolio(s) prospectus supplements as the Company may reasonably request and/or provide the Company with a print ready PDF of the Designated Portfolio(s) prospectus supplements for printing and expense reimbursement		Fund and/or Company		Distributor will pay for printing and delivering (including postage) to existing Contract owners who allocate contract value to any Designated Portfolio.
Product Prospectus Update & Distribution (Supplements)		If Required by Fund or Distributor		Company		Distributor
		If Required by the Company		Company		Company
Mutual Fund SAI		Printing		Distributor		Distributor
		Distribution		Company		Company
Product SAI		Printing & Distribution		Company		Company
Proxy Material for Mutual Fund:		Printing		Distributor or a proxy solicitation firm chosen by the Fund		Distributor
		Distribution (including labor and postage)		Company or a proxy solicitation firm chosen by the Fund		Distributor
Mutual Fund Annual & Semi-Annual Report		Fund, Distributor or Fund’s adviser shall supply the Company with such numbers as the Company may reasonably request and/or provide the Company with a print ready PDF for printing and expense reimbursement		Company		Distributor will pay for printing and delivering (including postage) copies to existing Contract owners who allocate contract value to any Designated Portfolio.

---

Item		Function		Party Responsible for Coordination		Party Responsible for Expense
Other communication to Prospective clients		If Required by the Fund or Distributor		Company		Distributor
		If Required by the Company		Company		Company
Other communication to existing Contract owners		Distribution (including labor and printing) if required by the Fund or Distributor		Company		Distributor
		Distribution (including labor and printing) if required by the Company		Company		Company
Operations of the Fund		All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the Fund pursuant to any Rule 12b-1 plan		Fund or Distributor		Fund or Fund’s adviser
Operations of the Account		Federal registration of units of separate account (24f-2 fees)		Company		Company