EXHIBIT 26(h)(5)(a)
AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") is
made as of this ____ day of _________, 2004, by and between NATIONAL LIFE
INSURANCE COMPANY (the "Company"), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
("ACIM") and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement (defined below).
RECITALS
WHEREAS, the Company and ACIM are parties to a certain Shareholder
Services Agreement dated April 28, 1998, as amended April 2, 2003 (the
"Agreement"), in which the Company offers to the public certain variable annuity
contracts and variable life insurance contracts (the "Contracts");
WHEREAS, on January 1, 2002, ACIS became the sole distributor of the
Funds and ACIM wishes to assign all of its rights and obligations under the
Agreement to ACIS;
WHEREAS, the Company now desires to expand the number of American
Century Funds made available under the Agreement;
WHEREAS, in connection with the expansion of Funds available under the
Agreement, the parties have agreed to revise the reimbursement terms 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 ACIM. As of January 1, 2002, ACIS became the sole
distributor of the Funds. In connection therewith, ACIM hereby assigns all of
its rights and obligations under the Agreement to ACIS and ACIS hereby accepts
such assignment. The Company hereby consents to such assignment. After the date
of this Amendment, all references to "ACIM" in the Agreement shall be deemed to
refer to ACIS.
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 Value Fund, VP Income & Growth Fund, VP
Vista Fund, VP International Fund, VP Ultra Fund and VP Large Company Fund
("Class I Shares"), which are issued by American Century
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Variable Portfolios, Inc. and Class II of the VP Inflation Protection
Fund ("Class II Shares"), which are issued by American Century
Variable Portfolios II, Inc. (collectively the "Funds") each of which
is a series of mutual fund shares registered under the Investment
Company Act of 1940, as amended, and issued by the issuers, and"
3. COMPENSATION AND EXPENSES. Section 6(b) is hereby deleted in its
entirety and the following paragraph is substituted in lieu thereof:
"(b) ACIS 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, ACIS 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 and 5 basis points (0.05%) per annum of
the average aggregate amount invested by the Company in Class II
shares of the VP Inflation Protection Fund under this Agreement. The
payments received by the Company do not constitute payment in any
manner for investment advisory services."
4. 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.
5. 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.
6. 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.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the date first above written.
NATIONAL LIFE INSURANCE AMERICAN CENTURY
COMPANY INVESTMENT MANAGEMENT, INC.
By: By:
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Name: Name:
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Title: Title:
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AMERICAN CENTURY
INVESTMENT SERVICES, INC.
By:
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Name:
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Title:
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