AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT
AMENDMENT
NO. 3 TO FUND PARTICIPATION AGREEMENT
THIS
AMENDMENT NO 3 TO FUND PARTICIPATION AGREEMENT “Amendment’) is made as of this
27th day of August 2003, by and between KANSAS CITY LIFE INSURANCE
COMPANY (the “Company”), AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. (the
“Issuer”), the investment advisor of the Issuer, AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC. (“ACIM”) and AMERICAN CENTURY INVESTMENT SERVICES, INC. (the
“Distributor”).
RECITALS
WHEREAS,
the Company, Issuer and ACIM are parties to a certain Fund Participation
Agreement dated May 1, 1995, as amended April 9, 1999 and June 15, 2001 (the
“Agreement”) in which the Company offers to the public certain variable annuity
contracts and variable life insurance contracts (the
“Contracts”);
WHEREAS,
since the date of the Agreement, American Century Investment Services, Inc. has
become the sole distributor of the Funds; the Issuer and ACIM have agreed to
assign all their rights and obligations under the Agreement to the Distributor;
and the Distributor has
agreed to accept such assignment;
WHEREAS,
the Company desires to expand the number of American Century funds made
available by the Company to its clients;
WHEREAS,
in connection with the expansion of Funds available, the parties have agreed to
revise the reimbursement terms and termination provisions as set forth herein;
and
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. Assignment
by Issuer and ACIM. The
Issuer and ACIM hereby assign all their rights and obligations under the
Agreement to the Distributor and Distributor hereby accepts such assignment. The
Company hereby consents to such assignment. From the date of this Amendment, all
references to “Issuer” and “ACIM” in the Agreement shall be deemed to refer to
the ‘Distributor.”
2. Addition
of Funds. The second “WHEREAS” clause of the Agreement is hereby deleted
in its entirety and the following is substituted in lieu thereof:
“WHEREAS,
the Company wishes to offer as investment options under the Contracts, Class I
of the VP Balanced Fund, VP International Fund, VP Capital Appreciation Fund, VP
Value Fund, VP Income & Growth Fund, VP Ultra Fund
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and VP
Vista Fund and Class II of the VP Inflation Protection Fund (the “Funds”), each
of which is a series of mutual fund shares registered under the Investment
Company Act of 1940, as amended.”
3. Compensation
and Expenses. In connection with the addition of Funds available under
the Agreement, Section 5(b) 5(f) are hereby deleted in their entirety and the
following sections are substituted in lieu thereof:
“(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 25 basis points
(0.25%) per annum of the average aggregate amount invested by the Company in
Class I shares of the Funds under this Agreement. No Administrative Services fee
will be paid on Class I shares
of the VP Inflation Protection Fund under this Agreement.
“(c) In
consideration of performance of the Distribution Services specified on EXHIBIT
B by the Company, Distributor will pay the Company a fee (the
“Distribution Fee”) of 25 basis points (0.25%) of the average aggregate amount
invested by the Company in Class II shares of the VP Inflation Protection Fund
under this Agreement.
“(d) For
the purposes of computing the payments to the Company contemplated by this Section
5, 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 payments to be made pursuant to this Section
5 at the end of each calendar quarter and will make such payment to the
Company within 30 days thereafter. The check for such payments 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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Kansas
City Life Insurance Company
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Attn: ▇▇▇▇
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4. Termination. Section
12(f) is hereby deleted in its entirety and the following section
is substituted in lieu thereof:
“(f) upon
assignment by either party;”
Section
12(j) is hereby added:
“(j) by a
vote of a majority of independent directors of the Funds.”
5. Successors
and Assigns. Section
18 is hereby deleted in its entirety and the following
language is substituted in lieu thereof:
“18.
Successors and Assigns. This Agreement may not be assigned and will be
terminated automatically upon any attempted assignment. This Agreement shall be
binding upon and inure to the benefit of both parties hereto.”
6. 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.
7. 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.
8. 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 mamended and shall continue to be in
full force and effect.
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as
of the date first above written.
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KANSAS
CITY LIFE INSURANCE
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AMERICAN
CENTURY
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COMPANY
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INVESTMENT
MANAGEMENT, INC.
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By: /s/
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Name: ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇
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Title: Senior
Vice
President Title: President
AMERICAN
CENTURY
VARIABLE AMERICAN
CENTURY INVESTMENT
PORTFOLIOS,
INC. SERVICES,
INC.
By: /s/
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▇▇▇▇▇ By: /s/
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Name: ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇
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Title: Executive
Vice
President Title: Executive
Vice President
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EXHIBIT
B
DISTRIBUTION
SERVICES
Pursuant
to the Agreement to which this is attached, the Company shall perform
distribution services for Advisor Class shares of the Funds, including, but not
limited to, the following:
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1.
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Receive
and answer correspondence from prospective shareholders, including
distributing prospectuses, statements of additional information,
and shareholder
reports.
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2. Provide
facilities to answer questions from prospective investors about Fund
shares.
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3.
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Assist
investors in completing application forms and selecting dividend and other
account
options.
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4. Provide
other reasonable assistance in connection with the distribution of Fund
shares.