Exhibit 8(b)(iv)
AMENDMENT NO. 3 TO FUND PARTICIPATION
AGREEMENT - SEPARATE ACCOUNT NO. 2
THIS AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT - SEPARATE ACCOUNT
NO. 2 is effective as of the 2nd day of January, 2002, by and among MUTUAL OF
AMERICA LIFE INSURANCE COMPANY ("Mutual" or the "Company"), AMERICAN CENTURY
VARIABLE PORTFOLIOS, INC. ("ACVP" or the "Fund"), and the investment adviser of
the Fund, AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement (defined below).
RECITALS
WHEREAS, Mutual, ACVP and ACIM are parties to a certain Fund Participation
Agreement dated December 30, 1988, as amended May 1, 1989 and January 3, 2000
(the "Agreement"); and
WHEREAS, the parties now desire to amend the Agreement to modify the
administrative services fee reimbursement with respect to all assets invested by
Mutual under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Exhibit A of the Agreement is hereby amended by deleting the text
thereof in its entirety and inserting in lieu therefor the Exhibit A attached
hereto.
2. Exhibit B is hereby added to the Agreement.
3. In the event of a conflict between the terms of this Amendment No. 3
and the Agreement, it is the intention of the parties that the terms of this
Amendment No. 3 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 No. 3, the parties hereby confirm and ratify the Agreement.
4. This Amendment No. 3 may be executed in two or more counterparts, each
of which shall be an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as
of the date first above written.
MUTUAL OF AMERICA LIFE AMERICAN CENTURY INVESTMENT
INSURANCE COMPANY MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------------- -------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx
-------------------------------- -------------------------
Title: Senior Executive Vice President Title: Executive Vice President
and Chief Financial Officer -------------------------
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AMERICAN CENTURY VARIABLE
PORTFOLIOS
By: /s/ Xxxxxxx Park
--------------------------------
Name: Xxxxxxx Park
--------------------------------
Title: Vice President
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EXHIBIT A
Pursuant to Section 4 of the Fund Participation Agreement, ACIM shall
reimburse the expenses of Mutual in administering Contract owner accounts as
follows:
1. ACIM acknowledges that it will derive a substantial savings in
administrative expenses for administrative services provided by Mutual to
Contract owners in connection with Fund shares purchased for the Contracts (the
"Administrative Services," including, but not limited to, those set forth on
Exhibit B, attached hereto) as well as such as a reduction in expenses related
to postage, shareholder communications and recordkeeping, by virtue of having a
single shareholder account per Account rather than having each Contract owner or
plan participant as a shareholder. In consideration of these Administrative
Services, ACIM will pay Mutual a fee (the "Administrative Services Fee") equal
to 25 basis points (0.25%) per annum of the average aggregate amount invested by
Mutual under this Agreement, except that no fee shall be due from ACIM for any
month in which Mutual's average aggregate investment in the Fund by all of its
separate accounts is below $10 million.
2. The payments received by Mutual 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.
3. For the purposes of computing the payment to Mutual contemplated by
this Exhibit A, the average aggregate amount invested by Mutual on behalf of the
Accounts in the Fund over a one-month period shall be computed by totaling
Mutual's aggregate investment (share net asset value multiplied by total number
of shares of the Fund held by Mutual) on each Business Day during the month and
dividing by the total number of Business Days during such month.
4. ACIM will calculate the amount of the payment to be made pursuant to
this Exhibit A at the end of each calendar quarter and will make such payment to
Mutual within 30 days thereafter. The check for such payment will be accompanied
by a statement showing the calculation of the amounts being paid by ACIM for the
relevant months and such other supporting data as may be reasonably requested by
Mutual and shall be mailed to the address shown below, as updated from time to
time by written notice from Mutual:
Mutual of America Life Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxxxx
Phone No.: 000-000-0000
Fax No.: 000-000-0000
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EXHIBIT B
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, the Company shall perform
all administrative and shareholder services required or requested by Plans
funded by Contracts and with respect to Plan participants and individual
Contract owners (together, "Participants"), including, but not limited to, the
following:
1. Maintain separate records for each Participant or Plan, as required,
which records shall reflect the units of interest attributable to Fund shares
purchased and redeemed and account balances held for such Participants or Plans.
The Company will maintain a single master account with the Fund for each Account
on behalf of Participants and Plans, and each such master account shall be in
the name of the Company and its Account as the record owner of shares
attributable to Participants and Plans under Contracts issued through the
Account.
2. Disburse to, or credit to the accounts of, Participants or Plans, as
required, all proceeds of redemptions of shares of the Fund and any dividends
and other distributions not reinvested in shares of the Fund.
3. Prepare and transmit to the Plans and/or Participants, as required by
law or the Plans, periodic statements showing the total number of units of
interest owned by Plans and Participants attributable to Fund shares as of the
statement closing date, purchases and redemptions of units of interest
attributable to Fund shares by Plans and Participants during the period covered
by the statement, and for Plans, the dividends and other distributions paid
during the statement period (whether paid in cash or reinvested in Fund shares),
and such other information as may be required, from time to time, by the Plans.
4. Transmit purchase and redemption orders to the Fund on behalf of Plans
and Participants in accordance with the procedures set forth in Section 4 to the
Agreement.
5. Distribute to the Plans and/or Participants, as appropriate, copies of
the Fund's prospectus, proxy materials, periodic fund reports to shareholders
and other materials that the Fund is required by law or otherwise to provide to
its shareholders or prospective shareholders.
6. Maintain and preserve all records as required by law to be maintained
and preserved in connection with providing the Administrative Services for Plans
and Participants.
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