SHAREHOLDER SERVICES AGREEMENT
Exhibit 8(kkk)
This Agreement is made as of December 28, 2007, by and between American Century Investment
Services, Inc. (the “Distributor”), a Missouri company, and Xxxxxxx Xxxxx Life Insurance Company
(the “Company”), an Arkansas life insurance company.
WHEREAS, the Company has entered into a Participation Agreement of even date herewith with
the Distributor, as principal underwriter for American Century Capital Portfolios, Inc. (the
“Fund”), an open-end investment company registered under the Investment Company Act of 1940 (the
“1940 Act”) with respect to the purchase of a class of shares designated “A Class Shares” of one
or more series of the Fund (each a “Portfolio”) by certain separate accounts of the Company
(“Accounts”); and
WHEREAS, the Distributor serves as the distributor to the Fund; and
WHEREAS, the Company desires to provide certain shareholder services to owners (“Contract
Owners”) of variable life insurance policies or variable annuity contracts (“Contracts”) in
connection with their allocation of contract values to the Portfolios and Distributor desires
Company to provide such services, subject to the conditions of this Agreement; and
WHEREAS,
pursuant to Rule 12b-1 under the 1940 Act, the A Class Shares of each Portfolio have
adopted a Master Distribution and Shareholder Services Plan (the
“12b-1 Plan”) which, among other
things, authorizes the payment of fees to the Distributor, to be used to reimburse organizations
such as the Company for distribution expenses.
NOW THEREFORE, in consideration of mutual covenants contained in this Agreement, the
Distributor and the Company agree as follows:
1. Services of Company.
(a) The Company shall provide any combination of the following support services, as agreed
upon by the parties from time to time, to Contract Owners who allocate contract values to the A
Class Shares of the Portfolios: delivering prospectuses, statements of additional information,
shareholder reports, proxy statements, and marketing materials to prospective Contract Owners;
providing educational materials regarding the A Class Shares; providing facilities to answer
questions from prospective Contract Owners about the Portfolios; receiving and answering
correspondence; complying with federal and state securities laws pertaining to the sale of A Class
Shares; assisting prospective Contract Owners in completing application forms and selecting account
options; and providing other reasonable assistance in connection with the distribution of the A
Class of the Portfolios.
(b) 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
Contract Owners.
(c) The Company will furnish to the Distributor, the Fund, or their designees such
information as the Distributor may reasonably request, and will otherwise cooperate with the
Distributor in the preparation of reports to the Fund’s Board of Directors concerning this
Agreement, as well as any other reports or filings that may be required by law.
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2. Maintenance of Records. The Company shall maintain and preserve all records as
required by law to be maintained and preserved in connection with providing the services herein.
Upon the reasonable request of Distributor or the Fund, Company shall provide Distributor, the
Fund, or the representative of either, copies of all such records.
3. Fees. In consideration of the Company’s performance of the services described in
this Agreement, Distributor shall pay to the Company a monthly fee (“Servicing Fee”) calculated as
follows: the average aggregate amount invested each calendar month by the Company in the A Class
Shares of each Portfolio that are attributable to the Contracts is multiplied by a pro rata fee
factor. The pro rata fee factor is calculated by: (a) dividing the per annum factor set forth on
Exhibit A for the A Class Shares of each Portfolio by the number of business days in the applicable
year, and (b) multiplying the result by the actual number of business days in the applicable month.
The average aggregate amount invested in the Fund over a one-month period shall be computed by
totaling the aggregate investment (A Class Share net asset value multiplied by total number of A
Class Shares of each Portfolio held by the Company) on each business day during the month and
dividing by the total number of business days during such month.
Distributor will calculate the fee at the end of each calendar month and will make such
payment to the Company, without demand or notice by the Company, within thirty (30) days
thereafter. Such payment will be accompanied by a statement showing the calculation of the amounts
being paid by Distributor and such other supporting data as may be reasonably requested by the
Company.
Payment of fees under this Agreement shall be made to Company in accordance with Company
procedures. Company may amend such procedures and in the event of such amendment will provide
sufficient notice to the paying entity.
4. Representations, Warranties and Agreements.
The Company represents, warrants, and covenants that (i) if required by applicable law, the
Company will disclose to each Contract Owner the existence of the Servicing Fee received by the
Company pursuant to this Agreement in a form consistent with the requirements of applicable law;
(ii) it or its affiliate, MLPF&S, is authorized to provide the services and to receive the
Servicing Fee contemplated hereby; (iii) this Agreement has been duly authorized by all necessary
corporation action and, when executed and delivered, shall constitute the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms; and (iv) the activities of
the Company contemplated by this Agreement comply with all provisions of federal and state
securities laws applicable to such activities.
The Distributor represents and warrants that it is a broker-dealer registered under the
Securities Exchange Act of 1934 and it is authorized by the Fund’s Board of Directors to enter
into this Agreement.
5. Termination.
(a) This Agreement will automatically terminate with respect to a Portfolio in the event of
its assignment (as such term is defined in the 0000 Xxx) with respect to such Portfolio. This
Agreement may be terminated with respect to any Portfolio by the Distributor or by the Company,
without penalty, upon sixty (60) days’ prior written notice to the other party. This Agreement may
also be terminated with respect to any Portfolio at any time without penalty
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by the vote of a majority of the members of the Board of Directors of the Fund who are not
“interested persons” (as such term is defined in the 0000 Xxx) and who have no direct or indirect
financial interest in the 12b-1 Plan relating to such Portfolio or any agreement relating to such
Plan, including this Agreement, or by a vote of a majority of the A Class Shares of such Portfolio
on 60 days’ written notice.
(b) In addition, either party may terminate this Agreement immediately if at any time it is
determined by any federal or state regulatory authority that compensation to be paid under this
Agreement is in violation of or inconsistent with any federal or state law.
6. Miscellaneous.
(a) No modification of any provision of this Agreement will be binding unless in writing and
executed by the parties. No waiver of any provision of this Agreement will be binding unless in
writing and executed by the party granting such waiver.
(b) This Agreement shall be binding upon and shall inure to the benefit of the parties and
their respective successors; provided, however, that this Agreement may not be assigned by either
party.
(c) This Agreement may be executed in several counterparts, each of which shall be an
original but all of which together shall constitute one and the same instrument.
| AMERICAN CENTURY INVESTMENT SERVICES, INC. |
XXXXXXX XXXXX LIFE INSURANCE COMPANY |
|||||||||
By:
|
/s/ Xxxxx X. Xxxxxxx | By: | /s/ Xxxxx X Xxxxxxxxxx | |||||||
| Name: XXXXX X. XXXXXXX | Name: Xxxxx X Xxxxxxxxxx | |||||||||
| Title: VICE PRESIDENT | Title: President | |||||||||
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Exhibit A to Shareholder Services Agreement
| Current Annual A Class | ||||
| Name of Portfolio | 12b-1 Service Fee* | |||
American Century Equity Income Fund |
0.25 | % | ||
American Century Ultra Fund |
0.25 | % | ||
| * | Shall not exceed 0.25 |
As of
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