AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
Exhibit
(8)(a)(2)
AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT (“Amendment”) effective as of April 1,
2004, by and between MODERN WOODMEN OF AMERICA (the “Society”) 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 Society and Distributor are parties to a certain Shareholder Services Agreement
dated November 29, 2001 (the “Agreement”), in which the Society offers to the public certain
variable annuity contracts and variable life insurance contracts (the “Contracts”);
WHEREAS, the parties have agreed to revise the method in which payments to the Society are
calculated;
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. Compensation and Expenses. Section 2(c) is hereby deleted in its entirety and the
following paragraph is substituted in lieu thereof:
“(c) For purposes of computing the payment to the Society contemplated
by this Section 2, the average aggregate amount invested by the Society on
behalf of the Accounts n the Funds over a one month period shall be computed
by totaling the Society’s aggregate investment (share net asset value
multiplied by total number of shares of the Funds held by the Society) on
each calendar day during the month and dividing by the total number of
calendar days during such month.”
2. 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.
3. 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.
4. 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 No. 1 as of the date first
written above.
| MODERN WOODMEN OF AMERICA | AMERICAN CENTURY INVESTMENT SERVICES, INC. | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxxx | |||||||
Name:
|
Xxxxx X. Xxxxxxx | Name: | Xxxxxxx X. Xxxxx | |||||||
Title:
|
President | Title: | President | |||||||
