Exhibit 8.24
Amendment No. 3 to
Shareholder Services Agreement
by and between
American Fidelity Assurance Company and
American Century Investment Management, Inc.
American Fidelity Assurance Company (the "Company"), American Century
Investment Management, Inc. ("Distributor") and American Century Investment
Services, Inc. ("ACIS") hereby amend the Shareholder Services Agreement dated
January 16, 2001, as amended by Amendment No. 1 to Shareholder Services
Agreement dated as of April 6, 2001 and Amendment No.2 to Shareholder Services
Agreement dated as of June 27, 2002, (as amended, the "Agreement") as follows:
1. As of January 1, 2003, the Distributor assigned all its rights and
obligations under the Agreement to ACIS and ACIS accepted such assignment.
From this date forward, all references to "Distributor" shall be deemed to
refer to ACIS.
2. American Fidelity Securities, Inc., an affiliate of the Company ("AFS"), is
added as a party to the Agreement.
3. Section 5 is amended to add the following:
(d) Distributor shall cooperate with the Company and any third-party
administrator designee of the Company in making documentation relating
to the Funds available to Contract owners in electronic form.
4. Section 6 is deleted in its entirety and replaced with the following
section 6:
6. Compensation and Expenses.
(a) The Accounts shall be the sole shareholder of Fund shares purchased
for the Contract owners pursuant to this Agreement (the "Record
Owner"). The Record Owner shall properly complete any applications or
other forms required by Distributor or the Issuer from time to time.
(b) Distributor 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, the Distributor will pay AFS a
fee (the "Administrative Services Fee") equal to 20 basis points
(.20%) per annum of the average aggregate amount invested by the
Company under this Agreement, commencing with the month in which the
average aggregate market value of investments by the Company in the
Funds exceeds $10 million. The Administrative Service Fee shall be
paid only on assets over $10 million. No payment obligation shall
arise until the Company's average aggregate investment in the Funds
exceeds $10 million, and such payment obligation, once commenced,
shall be suspended with respect to any month during which the
Company's average aggregate investment in the Funds drops below $10
million.
(c) The payments received by AFS under this Agreement are for
administrative and shareholder services only and do not constitute
payment in any manner for investment advisory services or for costs of
distribution.
(d) For the purposes of computing the payment to AFS contemplated by this
Section 6, the average aggregate amount invested by the Company on
behalf of the Accounts in the Funds over a one month period shall be
computed by totaling the Company's aggregate investment (share net
asset value multiplied by total number of shares of the Funds held by
the Company) on each calendar day during the month and dividing by the
total number of calendar days during such month.
(e) Distributor will calculate the amount of the payment to be made
pursuant to this Section 6 at the end of each calendar quarter and
will make such payment to AFS within 30 days thereafter. The check for
such payment will be accompanied by a statement showing the
calculation of the amounts being paid by Distributor for the relevant
months and such other supporting data as may be reasonably requested
by the Company and shall be mailed to:
American Fidelity Securities, Inc.
0000 X. Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxxxx, FMS 10 East
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
5. Section 17 is amended to add the following prior to the last sentence of
such section:
American Fidelity Securities, Inc.
0000 X. Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxx, Vice President
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
6. This Amendment No.3 to Shareholder Services Agreement may be executed in
two or more counterparts, each of which shall be an original and all of
which together shall constitute one instrument.
7. Capitalized terms not defined herein shall have the meaning given to them
in the Agreement.
[Signature Page to Follow]
DATED March 22, 2005.
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC. SERVICES, INC.
By: XXXXXXX X. XXXXX By: XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: President Title: President
AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY SECURITIES, INC.
By: XXXX X. XXX By: XXXXX X. XXXXXXXXX
Name: Xxxx X. Xxx Name: Xxxxx X. Xxxxxxxxx
Title: President Title: President
