Exhibit (8)(d)(x)
AMENDMENT NO. 13 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 13 TO FUND PARTICIPATION AGREEMENT ("Amendment") is
made as of this _____ day of _________, 2010, by and between JEFFERSON NATIONAL
LIFE 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 Fund
Participation Agreement dated April 30, 1997, as amended (the "Agreement"); and
WHEREAS, the parties have agreed to amend the Agreement to add NSCC
trading language under the Agreement; and
WHEREAS, the parties have agreed to revise the reimbursement terms as set
forth herein;
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. Processing and Timing of Transactions. Section 3 is hereby deleted in its
entirety and replaced with the following language:
Timing of Transactions
Distributor hereby appoints the Company as agent for the Funds for the
limited purpose of accepting purchase and redemption orders for Shares from the
Contracts sponsors and/or Participants, as applicable. On each day the New York
Stock Exchange (the "Exchange") is open for business (each, a "Business Day");
the Company may receive instructions from Contract owners for the purchase or
redemption of Shares ("Orders"). Orders received and accepted by the Company
prior to the price time for each Fund as set forth in its Prospectus (the "Price
Time"), and transmitted to Distributor either (1) prior to the Price Time on
such Business Day or (2) pursuant to the National Securities Clearing
Corporation's ("NSCC") Mutual Fund Settlement Entity and Redemption Verification
("Fund/SERV) system in accordance hereof, will be executed at the net asset
value determined as of the relevant Fund's Price Time on the Business Day the
Company received such Order. Any Orders received by the Company on such day but
after the relevant Fund's Price Time on a Business Day will be executed at the
net asset value next determined as of
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that Fund's Price Time on the next Business Day. The day as of which an Order is
executed by Distributor 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 any of them.
Processing of Transactions
(a) If transactions in Shares are to be settled through the Fund/SERV
system, the following provisions shall apply:
(1) Each party to this Agreement represents that it or one of its
affiliates has entered into the Standard Networking Agreement with the NSCC and
it desires to participate in the programs offered by the NSCC Fund/SERV system
which provide (i) an automated process whereby shareholder purchases and
redemptions, exchanges and transactions of mutual fund shares are executed
through the Fund/SERV system, and (ii) a centralized and standardized
communication system for the exchange of customer-level information and account
activity through the Fund/SERV Networking system ("Networking").
(2) For each Fund/SERV transaction, including transactions
establishing accounts with Distributor or its affiliates, the Company shall
provide the Funds and Distributor or its affiliates with all information
necessary or appropriate to establish and maintain each Fund/SERV transaction
(and any subsequent changes to such information), which the Company hereby
certifies is and shall remain true and correct. The Company shall maintain
documents required by Distributor or the Funds to effect Fund/SERV transactions.
Each instruction shall be deemed to be accompanied by a representation by the
Company that it has received proper authorization from each person whose
purchase, redemption, account transfer or exchange transaction is effected as a
result of such instruction.
(3) At all times each party shall maintain insurance coverage that
is reasonable and customary in light of all its responsibilities hereunder and
under applicable law. Such coverage shall insure for losses resulting from the
criminal acts, errors or omissions of each party's employees and agents.
(4) The Company represents and warrants that all instructions,
questions and other correspondence concerning the accounts for which trades are
made in accordance with this section shall come from the Company, and that
individual account holders shall contact the Company, rather than contact
Distributor or the Funds directly, with instructions, questions and requests
concerning the Funds. The Company further represents and warrants that it,
rather than Distributor or the Funds, has reporting responsibility to its
clients for confirmations of transactions and monthly, quarterly and year-end
statements.
(b) If transactions in Shares are to be settled directly with Distributor,
procedures relating to the processing and settlement of Orders shall be subject
to such instructions as Distributor may forward to the Company from time to
time. Payment for net
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purchase transactions shall be made by wire transfer or through a clearinghouse
agency approved by the Distributor to the applicable Fund custodial account
designated by Distributor on the Business Day next following the Trade Date.
Such wire transfers 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. If payment for a purchase Order is
not timely received, the Fund may cancel the Order or, at Distributor's option,
resell the shares to the applicable Fund at the then prevailing net asset value,
and the Company shall be responsible for all costs to Distributor, the Funds or
any affiliate of Distributor or the Funds resulting from such resale. The
Company shall be responsible for any loss, expense, liability or damage,
including loss of profit suffered by Distributor and/or the respective Funds
resulting from delay or failure to make timely payment for such shares or
cancellation of any trade, or for any Orders that are processed on an "as of"
basis as an accommodation to the Company. The Company shall not be entitled to
any gains generated thereby. The Funds shall be responsible for any loss,
expense, liability or damage, including loss of profit suffered by the company
resulting from any inaccurate or incomplete information provided by the Funds to
the NSCC Fund/SERV system. The Funds shall not be entitled to any gains
generated thereby.
(c) The Company agrees not to withhold placing Orders received from any
customers for the purchase or sale of shares so as to profit itself as a result
of such withholding. The Company shall not purchase shares through Distributor
except for the purpose of covering purchase Orders received by the Company, or
for the Company's bona fide investment. The Company agrees to purchase shares
only from the Funds or its customers. If the Company purchases shares from its
customers, it will pay such customers not less than the applicable redemption
price as established by the then-current prospectuses of the Funds.
2. Compensation and Expenses. Section 5(c) of the Agreement is hereby deleted in
its entirety and is replaced with the following language:
(c) 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 omnibus account per class per Fund for the
Accounts rather than having each Participant as a shareholder. In
consideration of performance of the Administrative Services by the
Company, Distributor will pay the Company a fee (the "Administrative
Services Fee") attached hereto as Exhibit B and only on accounts
where the assigned NSCC #4573 is listed under this Agreement.
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.
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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.
JEFFERSON NATIONAL LIFE
INSURANCE COMPANY
By:
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Name:
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Title:
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Date:
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AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By:
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Name:
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Title:
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Date:
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EXHIBIT B
Rate for Non-Monument Rate for Monument
Fund Class Advisor Assets Advisor Assets
---- ----- -------------- --------------
VP Balanced I 35 bps 35 bps
VP Income & Growth I 25 bps 35 bps
VP Inflation Protection II 5 bps 10 bps
VP International I 25 bps 35 bps
VP Large Company Value I 25 bps 35 bps
VP Mid Cap Value I 25 bps 35 bps
VP Ultra I 25 bps 35 bps
VP Value I 25 bps 35 bps
VP Vista I 25 bps 35 bps
Note: All funds not available in all products, and some funds are available in
Monument Advisor only.
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