NOVATION AGREEMENT
Exhibit
(8)(a)(4)
THIS NOVATION AGREEMENT (this “Agreement”), dated as of the Effective Time (as defined
herein), by and among American Century Investment Services, Inc., the distributor (“Distributor”)
of the American Century family of mutual funds (the “Funds”) and Modern Woodmen of America (the
“Company”).
RECITALS
WHEREAS, Distributor and the Company are parties to a certain Participation Agreement,
Shareholder Services Agreement and Shareholder Information Agreement with respect to the Funds as
listed on Exhibit A (each such agreement, together with all exhibits, schedules, amendments,
modifications, restatements, or other supplements thereto, and any other documents executed or
delivered in connection therewith, the “Original Agreement”);
WHEREAS, according to its terms and as required by the Investment Company Act of 1940, as
amended (the “Act”), the Original Agreement may have been automatically terminated on or about
February 16, 2010 (“Termination Date”) as a result of a deemed assignment of the Original Agreement
by the Distributor;
WHEREAS, Distributor and the Company both wish to enter into new agreement on the same terms
as the Original Agreement, effective as of the Termination Date; and
WHEREAS, the parties intend that this Agreement act as a novation, pursuant to which (i) the
Original Agreement between the parties was terminated on and as of the Effective Time (as defined
below) on the Termination Date and (ii) a new agreement will be formed by and between the parties,
on precisely the same terms as the Original Agreement.
NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), and intending to be legally bound, the parties agree as follows:
(1) At 12:00 a.m. Eastern Time on the Termination Date (the “Effective Time”) a new agreement
shall be deemed to have been formed by and between Distributor and the Company on the same terms as
the Original Agreement.
(2) This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Once each party to this
Agreement has executed a copy of this Agreement, this Agreement shall be considered fully executed
and effective, nothwithstanding that all parties have not executed the same copy.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the
Effective Time.
Modern Woodmen of America
|
By: Name: |
/s/ W. Xxxxx Xxxxxx
|
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Title:
|
President | |||
Date:
|
March 31, 2010 |
| AMERICAN CENTURY INVESTMENT SERVICES, INC. | AMERICAN CENTURY SERVICES, LLC | |||||||||
By: Name: |
/s/ Xxxxx X. Xxxxxxx
|
By: Name: |
/s/ Xxxxx X. Xxxx
|
|||||||
Title:
|
Vice President, National Accounts | Title: | Vice President, Associate General Counsel | |||||||
Date:
|
February 23, 2010 | Date: | February 23, 2010 | |||||||
EXHIBIT A
ORIGINAL AGREEMENTS
Participation Agreement dated November 29, 2001 between Modern Woodmen of America and American
Century Investment Services, Inc.
Shareholder Services Agreement dated November 29, 2001 between Modern Woodmen of America and American
Century Investment Services, Inc.
Shareholder Information Agreement dated April 16, 2007 between Modern Woodmen of America and
American Century Investment Services, Inc.
