SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER
SERVICING AGREEMENT, dated as of August 22, 2000
between Xxxxxxxx Advisors, Inc. (“Xxxxxxxx Advisors”) and [Participating
Insurance Company] (the “Company”).
The
parties hereto enter into a Shareholder Servicing Agreement (“Servicing
Agreement”) with respect to the Class 2 shares of each of the series of Xxxxxxxx
Portfolios, Inc. (the “Fund”) listed in Schedule A hereto (the “Portfolios”),
and in consideration of the mutual agreements herein made, agree as
follows:
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1.
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The
Company shall provide the following support services to owners of variable
annuity contracts issued by the Company (“Owners”) who invest in Class 2
shares of the Portfolios: printing and delivering prospectuses, statements
of additional information, shareholder reports, proxy statements and
marketing materials related to the Portfolios to existing Owners;
providing facilities to answer questions from existing Owners about the
Portfolios; receiving and answering correspondence; providing information
to J. & X. Xxxxxxxx & Co. Incorporated, the Fund’s investment
manager (the. “Manager”), and to Owners with respect to Class 2 shares
attributable to Owner accounts; complying with federal and state
securities laws pertaining to the sale of Class 2 shares; assisting Owners
in completing application forms and selecting account options; and other
distribution related services.
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2.
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The
Company will provide such office space and equipment, telephone
facilities, and personnel as may be reasonably necessary or beneficial in
order to provide such services to
Owners.
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3.
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Neither
the Company nor any of its employees or agents are authorized to make any
representation concerning the Portfolios or the Portfolios’ Class 2 shares
except those contained in the then current Prospectus, copies of which
will be supplied by Xxxxxxxx Advisors. The Company shall have no authority
to act as agent for Xxxxxxxx Advisors or the
Portfolios.
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4.
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In
consideration of the services and facilities described herein, the Company
shall be entitled to receive a shareholder servicing and distribution fee
in an amount up to .25% on an annual basis of the average daily net assets
attributable to Class 2 shares of the Portfolios. Xxxxxxxx Advisors has no
obligation to make any such payment and the Company agrees to waive
payment of its fee until Xxxxxxxx Advisors is in receipt of the fee from
the Portfolios. The payment of fees has been authorized pursuant to a
Shareholder Servicing and Distribution Plan (the “Plan”) approved by the
Directors of the Fund and the shareholders of the Portfolios pursuant to
the requirements of Rule 12b-1 under the Investment Company Act of 1940
(the “Act”) and such authorizations may be withdrawn at any
time.
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5.
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It
is understood that the Fund reserves the right, at its discretion and
without notice, to suspend or withdraw the sale of Class 2 shares of the
Portfolios. This Agreement shall not be construed to authorize the Company
to perform any act that Xxxxxxxx Advisors would not be permitted to
perform under the Distribution and Shareholder Servicing Agreement between
the Fund and Xxxxxxxx Advisors.
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6.
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Subject
to the proviso in Section 6 of the Plan, this Agreement shall continue
until December 31 of the year in which the Plan has first been approved by
shareholders and through December 31 of each year thereafter provided such
continuance is specifically approved at least annually by a vote of a
majority of (i) the Fund’s Directors and (ii) the Qualified Directors cast
in person at a meeting called for the purpose of voting on such approval
and provided further that the Company shall not have notified Xxxxxxxx
Advisors in writing at least 60 days prior to the anniversary date of the
previous continuance that it does not desire such continuance. This
Agreement may be terminated at any time without payment of any penalty
with respect to any Portfolio by vote of a majority of the Qualified
Directors, or by vote of a majority of the outstanding voting securities
of such Portfolio’s Class 2 shares, on 60 days’ written notice to the
Company and Xxxxxxxx Advisors. Notwithstanding anything contained herein,
in the event that the Plan shall be terminated or any part thereof shall
be found invalid or ordered terminated by any regulatory or judicial
authority, or the Company shall fail to perform the services contemplated
by this Agreement, such determination to be made in good faith by Xxxxxxxx
Advisors, this Agreement may be terminated effective upon receipt of
written notice thereof by the Company. This Agreement will also terminate
automatically in the event of its
assignment.
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7.
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All
communications to Xxxxxxxx Advisors shall be sent to its offices, 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any notice to the Company shall be duly
given if mailed or telegraphed to it at the address shown
below.
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8.
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As
used in this Agreement, the terms “assignment”, “interested person” and
“vote of a majority of the outstanding voting securities” shall have the
respective meanings specified in the Act and in the rules and regulations
thereunder and the term “Qualified Directors” shall mean the Directors of
the Fund who are not interested persons of the Fund and have no direct or
indirect financial interest in the Plan or in any agreements related to
the Plan.
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9.
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This
Agreement shall be governed by and construed in accordance with the laws
of the State of New York. Anything herein to the contrary notwithstanding,
this Agreement shall not be construed to require, or to impose any duty
upon, any of the parties to do anything in violation of any applicable
laws or regulations.
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IN
WITNESS WHEREOF, Xxxxxxxx Advisors and the Company have caused this Agreement to
be executed by their duly authorized offices as of the date first above
written.
XXXXXXXX
ADVISORS, INC.
By: /s/ Xxxxxxx X.
Xxxxxxx
Name: Xxxxxxx X.
Xxxxxxx
Title: President
COMPANY
By: /s/ Xxxxxxx X.
Xxxx
Xxxxxxx X. Xxxx
Address: Kansas City Life Insurance
Company
0000
Xxxxxxxx
Xxxxxx Xxxx, XX
00000-0000
