SUPPLEMENTAL PAYMENT AGREEMENT
This Agreement is made effective April
24, 2009 by and between Kansas City Life Insurance Company (the
“Company”) and JPMorgan Investment Advisors Inc. (“JPMIA”) and X.X. Xxxxxx
Investment Management Inc. (“JPMIM”).
WHEREAS, the Company and
JPMorgan Insurance Trust (the “Trust”) have entered into a Fund Participation
Agreement (“Participation Agreement”) in order for certain separate accounts of
the Company (“Separate Accounts”) to purchase shares (“Shares”) of the
Portfolios of the Trust listed on Appendix A hereto (each, a “Portfolio”;
collectively, the “Portfolios”). The Portfolios will serve as
investment vehicles under variable annuity or life contracts ("Variable
Contracts”) offered by the Company.
WHEREAS, the Company performs
certain administrative and support services for the owners of its Variable
Contracts.
WHEREAS, JPMIA and JPMIM are
willing to pay the Company Supplemental Payments out of
their legitimate profits for administrative and other services, set
forth in Appendix B hereto, rendered by the Company;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, the
parties hereby agree as follows:
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1.
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JPMIA
or JPMIM as appropriate depending on the Portfolio or Portfolios involved,
recognize that the Company, on behalf of each of the Separate Accounts, is
the sole shareholder of shares of the Portfolios issued under the
Participation Agreement. JPMIA and JPMIM further recognize that the Trust
will derive a substantial administrative benefit by virtue of having the
Company, on behalf of each of the Separate Accounts, aggregate all
purchase and redemption orders from owners of the Variable Contracts, and
submit an omnibus order for each Account for the Portfolio shares issued
under the Participation Agreement rather than multiple shareholders having
record of ownership of such shares. In consideration of the savings
resulting from such arrangement, and to compensate the Company for its
costs, JPMIA and/or JPMIM agree to pay the Company Supplemental Payments
at the annual rate designated in Appendix A of the average daily net
assets of a Portfolio’s Shares owned beneficially by the Company’s
customers in the Variable Contracts listed on Appendix A from time to time
for which the Company provides services, which fee will be computed daily
and payable monthly. The parties agree that such payments are for
administrative services and investor support services, and do not
constitute payment for investment advisory, distribution or other
services. Payment of such amounts by JPMIA and/or JPMIM shall
not increase the fees paid by the Trust or its
shareholders.
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2.
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The
Company hereby represents and warrants that this Agreement and the receipt
of payments by the Company from JPMIA and/or JPMIM is legal and valid, and
does not violate any statute, regulation, rule, order or judgment binding
on the Company, or any agreement binding on the Company or affecting its
property. The Company further represents and warrants that it
has made all disclosures and obtained all consents required in order for
it to receive payments under this Agreement. The
representations and warranties set forth in this paragraph shall be made
both as of the date hereof and shall continue as long as payments are made
to the Company pursuant to this
Agreement.
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3.
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JPMIA
and JPMIM hereby represent and warrant that this Agreement and the receipt
of payments by the Company from JPMIA and JPMIM is legal and valid, and
does not violate any statute, regulation, rule, order or judgment binding
on JPMIA and JPMIM, or any agreement binding on JPMIA and JPMIM or
affecting their property. JPMIA and JPMIM further represent and
warrant that they have made all disclosures and obtained all consents
required in order for it to make payments under this
Agreement. The
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1
representations
and warranties set forth in this paragraph shall be made both as of the date
hereof and shall continue as long as payments are made to the Company pursuant
to this Agreement.
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4.
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This
Agreement shall be governed and interpreted in accordance with the
internal laws of the State of New
York.
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5.
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This
Agreement may be terminated by either party without cause by giving the
other party at least thirty (30) days’ prior written notice of its
intention to terminate. This Agreement shall terminate
automatically upon the redemption of all of a Separate Account’s
investment in the Trust, upon the termination of the Trust’s obligation to
sell its shares under the Participation Agreement, or upon either party’s
receipt of notice from the other party that the representations and
warranties set forth in paragraph 2 or paragraph 3, as the case may be,
are no longer true or upon termination of the Participation
Agreement. This Agreement may be amended only by a written
instrument signed by both parties.
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IN WITNESS WHEREOF, this
Agreement has been executed effective as of the date set forth above by a duly
authorized officer of each party.
Kansas
City Life Insurance Company
(Company)
By: /s/
Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X.
Xxxxxxxxxx
Title: Senior
Vice President
Date: March
24, 2009
JPMorgan
Investment Advisors Inc.
By: /s/
Xxxx X. Xxxx
Name: /s/
Xxxx X. Xxxx
Title: Treasurer
& CFO
Date: 4/2/09
X.X.
Xxxxxx Investment Management Inc.
By: /s/
Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing
Director
Date: 4/2/09
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Appendix
A
Portfolios
JPMorgan
Insurance Trust Balanced Portfolio Class 1
JPMorgan
Insurance Trust Core Bond Portfolio Class 1
JPMorgan
Insurance Trust Diversified Equity Portfolio Class 1(proposed post-merger name JPMorgan
Insurance Trust U.S. Equity Portfolio)
JPMorgan
Insurance Trust Diversified Mid Cap Growth Portfolio Class 1
JPMorgan
Insurance Trust Diversified Mid Cap Value Portfolio Class 1 (proposed post-merger name JPMorgan
Insurance Trust Mid Cap Value Portfolio)
JPMorgan
Insurance Trust Equity Index Portfolio Class 1
JPMorgan
Insurance Trust Government Bond Portfolio Class 1 (proposed merger into JPMorgan
Insurance Trust Core Bond Portfolio)
JPMorgan
Insurance Trust International Equity Portfolio Class 1
JPMorgan
Insurance Trust Intrepid Growth Portfolio Class 1
JPMorgan
Insurance Trust Intrepid Mid Cap Portfolio Class 1
JPMorgan
Insurance Trust Small Cap Equity Portfolio Class 1 (proposed post-merger name JPMorgan
Insurance Trust Small Cap Core Portfolio)
Servicing
Fees
For each
Portfolio: 0.25 basis points (0.25%) of the average daily net assets
of the Class 1 Shares of the Portfolio held by Separate Accounts for
the Variable Contracts’ owners, except the Equity Index Portfolio which shall be
paid at 0.10 basis points (0.10%) of the average daily net assets of
its Class 1 Shares.
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Kansas
City Life Variable Life Separate Account – J150, J155, J157, J159, J176,
J177
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Kansas
City Life Variable Annuity Separate Account – J146, J147, J157,
J159
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Agreed to
effective this 24th day of April 2009.
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JPMORGAN
INVESTMENT ADVISORS INC.
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KANSAS
CITY LIFE INSURANCE COMPANY
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By: /s/
Xxxx X. Xxxx
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By: /s/
Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxx
X. Xxxx
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Name: Xxxxxxx
X. Xxxxxxxxxx
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Title: Treasurer
& CFO
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Title: Senior
Vice President
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X.
X. XXXXXX INVESTMENT MANAGEMENT INC.
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By: /s/
Xxxx X. Xxxxxx
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Name: Xxxx
X. Xxxxxx
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Title: Managing
Director
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Appendix
B
Administrative
and Other Services
Maintenance of Books and
Records
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Assist
as necessary to maintain book entry records on behalf of the Trust
regarding issuance to, transfer within (via net purchase orders) and
redemption by the Accounts of Trust
shares.
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Maintain
general ledgers regarding the Accounts’ holdings of Trust shares,
coordinate and reconcile information, and coordinate maintenance of
ledgers by financial institutions and other Contract owner service
providers.
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Communication with the Trust
Company
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Serve
as the agent of the Trust for receipt of purchase and redemption orders
from Contract owners investing in the Trust through the Accounts and to
transmit such orders, and payment therefor, to the
Trust.
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Coordinate
with the Trust’s agents respecting daily valuation of the Trust’s shares
and the Accounts’ units.
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Purchase
Orders
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Determine
net amount available for investment in the
Trust.
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Deposit
receipts at the Trust’s custodians (generally by wire
transfer).
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Notify
the custodians of the estimated amount required to pay dividend or
distribution.
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Redemption
Orders
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Determine
net amount required for redemptions by the
Trust.
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Notify
the custodian and Trust of cash required to meet
payments.
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Purchase
and redeem shares of the Trust on behalf of the Accounts at the then
current price in accordance with the terms of the Trust’s then-current
prospectus.
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Assist
in routing and revising sales and marketing materials to incorporate or
reflect the comments made by the Trust and/or the
Adviser.
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Assist
in reducing, discouraging, or eliminating market timing transactions in
Trust shares in order to reduce or eliminate adverse effects on the Trust
or its shareholders.
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Processing Distributions
from the Trust
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Process
ordinary dividends and capital
gains.
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Reinvest
the Trust’s distributions.
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Reports
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Periodic
information reporting to the Trust, including, but not limited to,
furnishing registration statements, prospectuses, statements of additional
information, reports, solicitations for voting instructions, sales and
other promotional material, and any other SEC filings with respect to the
Accounts invested in the Trust, as not otherwise provided
for.
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Periodic
information reporting about the Trust, including any necessary delivery of
the Trust’s prospectus and annual and semi-annual reports
to owners and prospective owners of Contracts, as not otherwise
provided for.
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Trust-Related Contract Owner
Services
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Provide
general information with respect to Trust inquiries (not
including information about performance or related to
sales).
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Provide
information regarding performance of the Trust and its Portfolios and the
subaccounts of the Accounts.
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Oversee
and assist the solicitation, counting and voting or Contract owner voting
interests in the Trust pursuant to Trust-related proxy
statements.
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Other Administrative
Support
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Provide
other administrative and legal compliance support for the Trust as
mutually agreed upon by the Company and the Trust, the Adviser, or the
Administrator.
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Relieve
the Trust of other usual or incidental administrative services provided to
individual owners and prospective owners of
Contracts.
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