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Exhibit 1(i)
PARTICIPATION AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of May, 1999,
by and between American Century Investment Management, Inc. (the "Adviser"), a
Delaware corporation, and Xxxxxx Investors Life Insurance Company (the
"Insurance Company"), an Illinois corporation, on its own behalf and on behalf
of each of its segregated asset accounts set forth on Schedule A hereto, as may
be amended from time to time (each such account hereinafter referred to as an
"Account").
WHEREAS, the Adviser serves as investment adviser to American Century
Variable Portfolios, Inc. (the "Investment Company") an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the offering of its shares is registered under the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the common stock of the Investment Company is divided into
several series of shares, each designated a "Fund" and representing an interest
in a particular managed portfolio of securities and other assets; and
WHEREAS, the Investment Company was organized to act as the investment
vehicle for variable annuity and variable life insurance contracts offered by
separate accounts of insurance companies which have entered into participation
agreements with the Investment Company substantially identical to this Agreement
("Participating Insurance Companies"); and
WHEREAS, the Investment Company has obtained an order from the
Securities and Exchange Commission (the "SEC") dated March 22, 1988 (File No.
812-6937), granting Participating Insurance Companies and their separate
accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and
15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to
the extent necessary to permit shares of the Investment Company to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (the "Mixed and Shared
Funding Exemptive Order"); and
WHEREAS, the Adviser is duly registered as an investment adviser under
the Investment Advisers Act of 1940 and any applicable state securities law; and
WHEREAS, the Insurance Company has registered or will register under
the 1933 Act the variable annuity and variable life insurance contracts under
which the Funds are to be made available as investment vehicles (the
"Contracts"); and
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the board of directors of the
Insurance Company on the date shown for that Account on Schedule A hereto, to
set aside and invest assets attributable to the Contracts; and
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WHEREAS, the Insurance Company has registered or will register each
Account as a unit investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Insurance Company intends to purchase shares of the Funds at
net asset value on behalf of each Account to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, the parties
hereto agree as follows:
ARTICLE I. SALE OF FUND SHARES
1.1. For purposes of this Article I, the Insurance Company shall be the
Investment Company's agent for receipt of purchase and redemption orders from
the Accounts and receipt by the Insurance Company shall constitute receipt by
the Investment Company; provided that the Investment Company receives notice of
such orders by 9:00 a.m., Eastern Time, on the next following Business Day. In
this Agreement, "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Investment Company calculates its
net asset value pursuant to the rules of the SEC.
1.2. The Adviser agrees to cause the Investment Company to sell to the
Insurance Company those shares of the Funds which each Account orders, executing
such orders on a daily basis at the net asset value next computed after receipt
by the Investment Company or its agent of the orders. The Adviser will cause the
Investment Company to make its shares available for purchase by the Insurance
Company at the applicable net asset value per share by the Insurance Company and
its Accounts on those days on which the Investment Company calculates its Funds'
net asset values pursuant to rules of the SEC and in accordance with its then
current prospectus. The Investment Company shall use reasonable efforts to
calculate its Funds' net asset values on each day on which the New York Stock
Exchange is open for trading. Notwithstanding the foregoing, the directors of
the Investment Company may refuse to sell shares of any Fund to any person, or
suspend or terminate the offering of shares of any Fund if such action is
required by law or by regulatory authorities having jurisdiction or is, in the
sole discretion of the directors of the Investment Company acting in good faith
and in light of their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of that Fund.
1.3. The Adviser agrees that the shares of the Investment Company will
be sold only to Participating Insurance Companies and their separate accounts.
No shares of any Fund will be sold to the general public.
1.4. The Investment Company agrees to redeem for cash, at the Insurance
Company's request, any full or fractional shares of the Investment Company held
by an Account, executing such requests on a daily basis at the net asset value
next computed after receipt by the Investment Company or its agent of the
request for redemption.
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1.5. The Insurance Company agrees to purchase and redeem the shares of
each Fund offered by the then current prospectus of the Investment Company in
accordance with the provisions of that prospectus.
1.6. With respect to payment of the purchase price by the Insurance
Company and of redemption proceeds by the Investment Company, the Insurance
Company and the Investment Company shall net all purchase and redemption orders
on a given Business Day and shall transmit one net payment for all of the Funds.
Payment for net purchases shall be in federal funds transmitted by wire and
shall be initiated by the Insurance Company's bank prior to 4:00 p.m. Eastern
Time and received by the Investment Company prior to 6:00 p.m., Eastern Time, on
the next Business Day after receipt by the Investment Company or its agent of
the purchase order. If payment in federal funds for any purchase is not received
or is received by the Insurance Company after the close of business on such
Business Day, the Investment Company shall promptly upon the Insurance Company's
request reimburse the Insurance Company for any charges, costs, fees, interest
or other expenses incurred by the Insurance Company as a result of portfolio
transactions effected by the Insurance Company based upon such redemption
request. Payments for net redemption transactions shall be made by wire transfer
by the Funds to the accounts designated by the Insurance Company on the Next
Business Day after receipt by the Funds of the redemption order; provided,
however, the Funds reserve the right to settle redemption transactions within
the time period set forth in the applicable Fund's then-current prospectus.
1.7. For the purpose of Section 2.9, upon receipt by the Investment
Company of the federal funds wired as payment for net purchase orders, such
funds shall cease to be the responsibility of the Insurance Company and shall
become the responsibility of the Investment Company.
1.8. Issuance and transfer of the Investment Company's shares will be
by book entry only. Stock certificates will not be issued to the Insurance
Company or any Account. Shares ordered from the Investment Company will be
recorded in an appropriate title for each Account.
1.9. The Adviser (or one of its affiliates) shall furnish advance
notice, as practicable, but at the latest same day notice (by wire or telephone,
followed by written confirmation) to the Insurance Company of any dividend or
capital gain distribution payable on the Funds' shares. The Insurance Company
hereby elects to receive all dividends and capital gain distributions payable on
a Fund's shares in additional shares of that Fund. The Insurance Company
reserves the right to revoke this election and to receive all such dividends and
capital gain distributions in cash. The Adviser shall notify the Insurance
Company of the number of shares issued as payment of dividends and
distributions.
1.10. The Adviser (or one of its affiliates) shall make the daily
closing net asset value, dividend and capital gain information for each Fund
available on a per share basis to the Insurance Company as soon as reasonably
practical after the information is calculated and shall make the information
available by 6:30 p.m., Eastern Time, on each Business Day. Any material errors
in the calculation of net asset value, dividend and capital gain information
shall be reported immediately upon discovery to the Insurance Company.
Non-material errors will be
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corrected in the next Business Day's net asset value for the Fund in question.
In the event any adjustment is required to correct any error in the computation
of the net asset value of a Fund's shares at the shareholder level as a result
of a pricing error that is deemed to be material under the pricing policy of the
Fund's Board of Directors or which Adviser otherwise deems necessary to correct
at the shareholder level, Adviser shall reimburse the Insurance Company for its
reasonable out-of-pocket expenses, not including overtime wages, in correcting
such accounts.
ARTICLE II. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
2.1. The Insurance Company represents, warrants and agrees that (i) the
offerings of the Contracts are or will be registered under the 1933 Act, (ii)
the Contracts will be issued and sold in compliance in all material respects
with all applicable federal and state laws, and (iii) the sale of the Contracts
shall comply in all material respects with applicable state insurance
suitability requirements. The Insurance Company further represents that it is an
insurance company duly organized and in good standing under applicable law and
that it has legally and validly established each Account prior to any issuance
or sale thereof as a segregated asset account under the Illinois Insurance Code
and has registered, or warrants and agrees that prior to any issuance or sale of
the Contracts it will register each Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated asset
account for the Contracts.
2.2. The Insurance Company represents that the Contracts are currently
treated as annuity, endowment, or life insurance contracts under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and
warrants and agrees that (i) it will make every effort to maintain such
treatment and (ii) it will notify the Investment Company and the Adviser
immediately upon having a reasonable basis for believing that the Contracts have
ceased to be so treated or that they might not be so treated in the future.
2.3. The Insurance Company represents and warrants that (i) this
Agreement has been duly authorized by all necessary corporate action and, when
executed and delivered, shall constitute the legal, valid and binding obligation
of the Insurance Company, enforceable in accordance with its terms; (ii) each
Contract provides for the allocation of net amounts received by the Company to
an Account for investment in shares of one or more specified insurance
companies; (iii) selection of a particular investment company is made by the
Contract Owner under a particular Contract, who may change such selection from
time to time; and (iv) the activities of the Insurance Company contemplated
herein comply in all material respects with all provisions of federal and state
securities laws applicable to such activities.
2.4. The Adviser warrants and agrees that shares of the Investment
Company sold pursuant to this Agreement are and authorized for sale in
accordance with all applicable federal and state securities laws, and that the
Investment Company is and shall remain registered under the 1940 Act. The
Investment Company shall register and qualify the shares for sale in accordance
with the laws of the various states only if and to the extent deemed advisable
by the Investment Company or the Adviser.
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2.5. The Adviser represents that the Investment Company is lawfully
organized and validly existing under the laws of the State of Maryland and
represents, warrants and agrees that it does and will comply in all material
respects with the 1940 Act.
2.6. The Adviser represents that the Investment Company is currently
qualified as a regulated investment company under Subchapter M of the Code and
warrants and agrees that (i) it will make all reasonable efforts to maintain its
qualification (under Subchapter M or any successor or similar provision) and
(ii) it will notify the Insurance Company immediately upon having a reasonable
basis for believing that it has ceased to so qualify or that it might not so
qualify in the future.
2.7. The Adviser makes no representation or warranty as to whether any
aspect of its operations or those of the Investment Company (including, but not
limited to, fees and expenses and investment policies) complies or will comply
with the insurance laws or regulations of the various states.
2.8. The Adviser represents that it is and warrants that it shall
remain duly registered as an investment adviser under all applicable federal and
state securities laws and agrees that it shall perform its obligations for the
Investment Company in compliance in all material respects with the laws of the
State of Delaware and any applicable state and federal securities laws.
2.9. The Adviser represents and warrants that all of its officers,
employees, investment advisers, and other individuals or entities described in
Rule 17g-1 under the 1940 Act dealing with the money and/or securities of the
Investment Company are, and shall continue to be at all times, covered by a
blanket fidelity bond or similar coverage for the benefit of the Investment
Company in an amount not less than the minimum coverage required currently by
Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from
time to time. That fidelity bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
ARTICLE III. VOTING
3.1. If and to the extent required by law, the Insurance Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote Investment Company shares in accordance with instructions
received from Contract owners; and
(c) vote Investment Company shares for which no instructions have
been received in the same proportion as Investment Company
shares of that Fund for which instructions have been received;
so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contract owners. The
Insurance Company reserves the right to vote Investment Company shares held in
any segregated asset account in its own
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right, to the extent permitted by law. Participating Insurance Companies shall
be responsible for assuring that each of their separate accounts participating
in the Investment Company calculates voting privileges in a manner consistent
with the provisions set forth above.
ARTICLE IV. DISCLOSURE DOCUMENTS, SALES MATERIAL, AND INFORMATION
4.1. The Adviser or one of its affiliates shall provide, at its
expense, the Insurance Company with as many copies of the Investment Company's
current prospectus and statement of additional information, and any amendment or
supplement thereto, as the Insurance Company may reasonably request provided,
however, that if at any time the Adviser or its agent reasonably deems the usage
by the Insurance Company of such items to be excessive, it may request the
Insurance Company Demonstrate the reasonableness of such usage. If the Adviser
believes the reasonableness of such usage has not been adequately shown, it may
request the Insurance Company pay the cost of printing (including press time)
and delivery of any excess copies of such materials. Unless the Insurance
Company agrees to make such payments, the Adviser may refuse to supply such
additional materials and will be in compliance with Section 4.1 if it delivers
the number as may be required under applicable law. If requested by the
Insurance Company in lieu thereof, the Investment Company or Adviser shall
provide such documentation, at its expense, including a final copy of the, as
set in type in a form suitable for printing or in camera-ready copy, and other
assistance as is reasonably necessary in order for the Insurance Company once
each year (or more frequently if the prospectus for the Investment Company is
amended) to have the prospectus for the Contracts and the Investment Company's
prospectus printed together in one document.
4.2. The Investment Company's prospectus shall state that the statement
of additional information for the Investment Company is available from the
Investment Company, and the Investment Company or Adviser shall print and
provide, at its expense, the statement of additional information, and any
amendment or supplement thereto, free of charge to the Insurance Company to be
provided to any Contract owner or prospective owner who requests the statement
of additional information.
4.3. The Adviser (or one of its affiliates) shall provide, at its
expense, the Insurance Company with copies of its proxy materials, reports to
shareholders and other communications to shareholders in such quantity as the
Insurance Company shall reasonably require for distribution to Contract owners,
subject to the provisions set forth in Section 4.1 above. If requested by the
Insurance Company in lieu thereof, the Investment Company or Adviser shall
provide such documentation, at its expense, including a final copy of its proxy
material, reports to shareholders and other communications to shareholders as
set in type in a form suitable for printing or in camera-ready copy, and other
assistance as is reasonably necessary in order for the Insurance Company to
print such shareholder communications for distribution to Contract owners.
4.4. The Adviser (or one of its affiliates) shall provide the materials
described in Sections 4.1-4.3 to the Insurance Company as soon as reasonably
practicable. The cost of any distribution of prospectuses, periodic final
reports and other materials described above to the
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Contract owners shall be paid by the Company and shall not be the responsibility
of the Adviser or the Investment Company.
4.5.(A) The Adviser (or one of its affiliates) shall provide the
Insurance Company with as much notice prior to filing as is reasonably
practicable of any proxy solicitation for any Fund, including any shareholder
proposal, and of any material change in the Investment Company's registration
statement. The Investment Company and the Adviser will cooperate with the
Insurance Company so as to enable it to solicit voting instructions from
Contract owners and/or to make changes to a Contract's registration statement in
an orderly manner.
4.5.(B) The Insurance Company shall provide pass-through voting
privileges to all Contract Owners so long as the SEC continues to interpret the
1940 Act as requiring such privileges. It shall be the responsibility of the
Insurance Company to assure that it and the separate accounts of the other
Participating Companies participating in any Fund calculate voting privileges in
a consistent manner.
4.5.(C) The Insurance Company will distribute to Contract owners all
proxy material furnished by the Adviser and will vote shares in accordance with
instructions received from such Contract owners. The Insurance Company shall
vote Fund shares for which no voting instructions are received in the same
proportion as shares for which such instructions have been received. The
Insurance Company and its agents shall not oppose or interfere with the
solicitation of proxies for Fund shares held for such Contract Owners.
4.5.(D) Notwithstanding any other provision of this Participation
Agreement, Adviser agrees to reimburse or pay directly Insurance Company for
costs related to the printing, mailing and tabulation of any proxy initiated by
the Adviser or Investment Company.
4.6. The Insurance Company shall furnish, or shall cause to be
furnished, to the Adviser or its designee, each piece of sales literature and
other promotional material in which the Investment Company or the Adviser is
named at least fifteen calendar days prior to its use. No such material shall be
used if the Adviser or its designee reasonably objects to such use within a
reasonable period after receipt of such material, unless the Insurance Company
makes such changes as the Adviser may require.
4.7. The Insurance Company shall not give any information or make any
representation or statement on behalf of the Investment Company or concerning
the Investment Company in connection with the sale of the Contracts other than
the information or representations contained in the Investment Company's
registration statement, prospectus or statement of additional information, as
that registration statement, prospectus or statement of additional information
may be amended or supplemented from time to time, or in reports or proxy
statements for the Investment Company, or in sales literature and other
promotional material approved by the Adviser or its designee, except with the
permission of the Investment Company or the Adviser. The Investment Company and
the Adviser agree to respond to any request for approval as soon as is
reasonably practicable and agree not to unreasonably withhold such approval.
4.8. The Adviser or its designee, shall furnish, or shall cause to be
furnished, to the Insurance Company or its designee, each piece of sales
literature and other promotional material
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in which the Insurance Company or any Account or Contract is named at least
fifteen calendar days prior to its use. No such material shall be used if the
Insurance Company or its designee reasonably objects to such use within a
reasonable period after receipt of that material.
4.9. Neither the Investment Company nor the Adviser shall give any
information or make any representation or statement on behalf of the Insurance
Company or concerning the Insurance Company, any Account, or the Contracts other
than the information or representations contained in a registration statement,
prospectus or statement of additional information for the Contracts, as that
registration statement, prospectus or statement of additional information may be
amended or supplemented from time to time, or in published reports for any
Account which are in the public domain or approved by the Insurance Company for
distribution to Contract owners, or in sales literature and other promotional
material approved by the Insurance Company or its designee, except with the
permission of the Insurance Company. The Insurance Company agrees to respond to
any request for approval as soon as is reasonably practicable and agrees not to
unreasonably withhold such approval.
4.10. The Adviser will provide or cause to be provided to the Insurance
Company at least one complete copy of each prospectus, statement of additional
information, report, proxy statement, and any amendment to any of the above,
that relates to the Investment Company or its shares.
4.11. The Insurance Company will provide to the Investment Company at
least one complete copy of each registration statement, prospectus, statement of
additional information, report, solicitation for voting instructions, piece of
sales literature and other promotional material, application for exemption,
request for no-action letter, and any amendment to any of the above, that
relates to the Contracts or the Accounts and the Funds.
4.12. For purposes of this Article IV, the phrase "sales literature and
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, shareholder newsletters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or published
article), educational or training materials or other communications distributed
or made generally available to some or all agents or employees, and any other
material constituting sales literature or advertising under NASD rules, the 1933
Act, the 1934 Act, or the 0000 Xxx.
4.13. In addition, at the request of the Insurance Company, the Adviser
shall provide the Insurance Company electronic versions of the documents
referenced in this Article IV in one of the following formats: XXXXX, TXT (text
file), DOC (Word Document) or RFT (Rich Text).
4.14. At the request of any party to this Agreement, each other party
will make available to the requesting party's independent auditors and/or
representative of the appropriate regulatory agencies, all records, data and
access to operating procedures that may be reasonably requested.
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ARTICLE V. FEES AND EXPENSES
5.1. Neither the Investment Company nor the Adviser shall pay a fee or
other compensation to the Insurance Company under this Agreement, except as set
forth in Section 5.4.
5.2. All expenses incident to performance by the Investment Company
under this Agreement shall be paid by the Investment Company. The Investment
Company shall bear the cost of registration and qualification of the Investment
Company's shares, preparation and filing of the Investment Company's prospectus,
statement of additional information, registration statement, proxy materials and
reports, setting in type and printing the prospectus if providing printed copies
to Insurance Company, proxy materials and reports to shareholders, preparation
of all statements and notices required by any federal or state law, and all
taxes on the issuance or transfer of the Investment Company's shares.
5.3. The Insurance Company shall bear the cost of registration and
qualification of the Accounts and the Contracts, preparation and filing of the
Contracts' prospectuses and registration statements, and printing and
distributing to Contract owners and prospective owners the Contract
prospectuses. The Insurance Company shall bear the cost of distributing to
Contract Owners and prospective owners of the Contracts the Investment Company's
prospectus, proxy materials, reports and other shareholder communications.
5.4. The Insurance Company bears the responsibility and correlative
expense for administrative and support services for Contract owners. The Adviser
recognizes the Insurance Company as the sole shareholder of shares of the
Investment Company issued under this Agreement. The Adviser further recognizes
that the Investment Company will derive a substantial administrative convenience
by virtue of having the Insurance Company as the sole shareholder of the shares
issued under this Agreement rather than multiple shareholders having record of
ownership of such shares. The administrative and other services to be provided
to Contract Owners by the Insurance Company are set forth in Schedule B hereto.
In consideration of the savings resulting from the provision of these services
by the Insurance Company instead of by the Adviser, the Adviser agrees to pay to
the Insurance Company an amount computed daily and paid quarterly in arrears
equal to 25 basis points (0.25%) per annum of the average aggregate amount
invested by the Insurance Company in the Investment Company under this
Agreement. The Adviser will calculate and pay the Insurance Company its
administrative service fee within thirty (30) days after the end of each
calendar quarter. The parties agree that such payments are for administrative
services and investor support services, and do not constitute payment for
investment advisory, distribution or other services. Payment of such amounts by
the Adviser shall not increase the fees paid by the Investment Company or its
shareholders.
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ARTICLE VI. DIVERSIFICATION
6.1. The Adviser represents that the Investment Company will comply
with the diversification requirements for variable annuity, endowment, modified
endowment or life insurance contracts set forth in Section 817(h) of the Code,
and the rules and regulations thereunder, including without limitation Treasury
Regulation 1.817-5, and any amendments or other modifications to that section or
regulation at all times necessary to satisfy those requirements. The Investment
Company will notify the Insurance Company immediately upon having a reasonable
basis for believing that it has ceased to comply or might not so comply and will
immediately take all reasonable steps to adequately diversify and to achieve
compliance within the grace period afforded by Regulation 1.817-5.
ARTICLE VII. POTENTIAL CONFLICTS
7.1. The directors of the Investment Company will monitor the
Investment Company for the existence of any material irreconcilable conflict
among the interests of the variable contract owners of all separate accounts
(the Participating Insurance Companies) investing in the funds of the Investment
Company. A material irreconcilable conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretive letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Fund are
being managed; (e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract owners; or (f) a decision by a
Participating Insurance Company to disregard the voting instructions of variable
contract owners. The directors of the Investment Company shall promptly inform
the Insurance Company if they determine that a material irreconcilable conflict
exists and the implications thereof. The directors of the Investment Company
shall have sole authority to determine whether a material irreconcilable
conflict exists and their determination shall be binding upon the Insurance
Company.
7.2. The Insurance Company and the Adviser each will report any
potential or existing conflicts of which it is aware to the directors of the
Investment Company. The Insurance Company and the Adviser each will assist the
directors of the Investment Company in carrying out their responsibilities under
this Article VII and under the Mixed and Shared Funding Exemptive Order by
providing the directors] of the Investment Company with all information
reasonably necessary for them to consider any issues raised. This includes, but
is not limited to, an obligation by the Insurance Company to inform the
directors of the Investment Company whenever Contract owner voting instructions
are disregarded. These responsibilities shall be carried out by the Insurance
Company with a view only to the interests of the Contract owners and by the
Adviser with a view to the interests of all contract owners.
7.3. If it is determined by a majority of the directors of the
Investment Company, or a majority of the directors who are not interested
persons of the Investment Company, any of its Funds, or the Adviser (the
"Independent Directors"), that a material irreconcilable conflict exists, the
Insurance Company and/or other Participating Insurance Companies shall, at their
expense
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and to the extent reasonably practicable (as determined by a majority of the
Independent Directors), take whatever steps are necessary to remedy or eliminate
the irreconcilable material conflict, up to and including: (1) withdrawing the
assets allocable to some or all of the separate accounts from the Investment
Company or any Fund and reinvesting those assets in a different investment
medium, including, but not limited to, another Fund of the Investment Company,
or submitting the question whether such segregation should be implemented to a
vote of all affected variable contract owners and, as appropriate, segregating
the assets of any appropriate group (e.g., annuity contract owners, life
insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected variable contract owners the option of making such a
change; and (2) establishing a new registered management investment company or
managed separate account and obtaining any necessary approvals or orders of the
SEC in connection therewith.
7.4. If a material irreconcilable conflict arises because of a decision
by the Insurance Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
the Insurance Company may be required, at the Investment Company's election, to
withdraw the affected Account's investment in the Investment Company and
terminate this Agreement with respect to that Account; provided, however, that
such withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
Independent Directors.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Insurance Company
conflicts with the majority of other state regulators, then the Insurance
Company will withdraw the affected Account's investment in the Investment
Company and terminate this Agreement with respect to that Account; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the Independent Directors.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the Independent Directors shall determine whether any proposed
action adequately remedies any material irreconcilable conflict, but in no event
will the Investment Company be required to establish a new funding medium for
the Contracts. The Insurance Company shall not be required by Section 7.3 to
establish a new funding medium for the Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely affected
by the material irreconcilable conflict. In the event that the directors of the
Investment Company determine that any proposed action does not adequately remedy
any material irreconcilable conflict, then the Insurance Company will withdraw
the Account's investment in the Investment Company and terminate this Agreement.
ARTICLE VIII. INDEMNIFICATION
8.1. INDEMNIFICATION BY THE INSURANCE COMPANY
8.1(A). The Insurance Company agrees to indemnify and hold harmless the
Investment Company, the Adviser, each of their directors, officers, employees or
agents, and each person, if
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any, who controls the Investment Company or the Adviser within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes
of this Section 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Insurance
Company) or expenses (including legal and other expenses) (collectively,
"Losses") to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such Losses (or actions in
respect thereof) are related to the sale, acquisition, or redemption of the
Investment Company's shares or the Contracts and:
(i) arise out of or are based upon any untrue statements of
any material fact contained in the registration statement or prospectus
for the Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that this
Agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission was made in reliance upon and in conformity
with information furnished in writing to the Insurance Company by or on
behalf of the Investment Company for use in the registration statement
or prospectus for the Contracts (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or
Investment Company shares;
(ii) arise out of or as a result of statements or
representations (other than statements or representations contained in
the registration statement, prospectus or sales literature of the
Investment Company not supplied by the Insurance Company, or persons
under its control) or wrongful conduct of the Insurance Company or
persons under its control, with respect to the sale or distribution of
the Contracts or Investment Company shares;
(iii) arise out of any untrue statement of a material fact
contained in a registration statement, prospectus, or sales literature
of the Investment Company or any amendment or supplement thereto or the
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading if such a
statement or omission was made in reliance upon information furnished
in writing to the Investment Company by or on behalf of the Insurance
Company;
(iv) result from any failure by the Insurance Company to
provide the services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation, warranty or agreement made by the Insurance Company in
this Agreement or arise out of or result from any other material breach
of this Agreement by the Insurance Company,
as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b). The Insurance Company shall not be liable under this
indemnification provision with respect to any Losses incurred or assessed
against an Indemnified Party that may arise from that Indemnified Party's
willful misfeasance, bad faith, or negligence in the performance of that
Indemnified Party's duties or by reason of that Indemnified Party's reckless
disregard of
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obligations or duties under this Agreement or to the Investment Company,
whichever is applicable.
8.1(c). The Insurance Company shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless that Indemnified Party shall have notified the Insurance Company in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon that
Indemnified Party (or after the Indemnified Party shall have received notice of
such service on any designated agent). Notwithstanding the foregoing, the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Insurance Company of its obligations hereunder except to the extent
that the Insurance Company has been prejudiced by such failure to give notice.
In addition, any failure by the Indemnified Party to notify the Insurance
Company of any such claim shall not relieve the Insurance Company from any
liability which it may have to the Indemnified Party against whom the action is
brought otherwise than on account of this indemnification provision. In case any
such action is brought against the Indemnified Parties, the Insurance Company
shall be entitled to participate, at its own expense, in the defense of the
action. The Insurance Company also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action; provided,
however, that if the Indemnified Party shall have reasonably concluded that
there may be defenses available to it which are different from or additional to
those available to the Insurance Company, the Insurance Company shall not have
the right to assume said defense, but shall pay the costs and expenses thereof
(except that in no event shall the Insurance Company be liable for the fees and
expenses of more than one counsel for Indemnified Parties in connection with any
one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances). After notice from
the Insurance Company to the Indemnified Party of the Insurance Company's
election to assume the defense thereof, and in the absence of such a reasonable
conclusion that there may be different or additional defenses available to the
Indemnified Party, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Insurance Company will not be liable
to that party under this Agreement for any legal or other expenses subsequently
incurred by the party independently in connection with the defense thereof other
than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Insurance
Company of the commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Investment Company's shares or the
Contracts or the operation of the Investment Company.
8.2. INDEMNIFICATION BY THE ADVISER
8.2(a). The Adviser agrees to indemnify and hold harmless the Insurance
Company, each of its directors, officers, employees or agents, and each person,
if any, who controls the Insurance Company within the meaning of Section 15 of
the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.2) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Adviser) or expenses
(including legal and other expenses) (collectively, "Losses") to which the
Indemnified Parties may become subject under any statute, at common law or
otherwise, insofar
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as such Losses (or actions in respect thereof) are related to the sale,
acquisition, or redemption of the Investment Company's shares or the Contracts
and:
(i) arise out of or are based upon any untrue statement of any
material fact contained in the registration statement or prospectus of
the Investment Company (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that this
Agreement to indemnify shall not apply as to any Indemnified Party if
the statement or omission was made in reliance upon and in conformity
with information furnished in writing to the Adviser or the Investment
Company by or on behalf of the Insurance Company for use in the
registration statement or prospectus for the Investment Company (or any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Investment Company shares;
(ii) arise out of or as a result of statements or
representations (other than statements or representations contained in
the registration statement, prospectus or sales literature for the
Contracts not supplied by the Adviser or persons under its control) or
wrongful conduct of the Investment Company, the Adviser or persons
under their control, with respect to the sale or distribution of the
Contracts or Investment Company shares;
(iii) arise out of any untrue statement of a material fact
contained in a registration statement, prospectus, or sales literature
covering the Contracts, or any amendment thereof or supplement thereto,
or the omission to state therein a material fact required to be stated
therein or necessary to make the statement or statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished in writing to the Insurance Company by or on
behalf of the Investment Company;
(iv) result from any failure by the Investment Company or
Adviser to provide the services and furnish the materials under the
terms of this Agreement (including a failure, whether unintentional or
in good faith or otherwise, to comply with the diversification
requirements of Section 817(h) of the Code and the rules and
regulations thereunder); or
(v) arise out of or result from any material breach of any
representation, warranty or agreement made by the Adviser in this
Agreement or arise out of or result from any other material breach of
this Agreement by Adviser;
as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.
8.2(b). The Adviser shall not be liable under this indemnification
provision with respect to any Losses incurred or assessed against an Indemnified
Party that may arise from the Indemnified Party's willful misfeasance, bad
faith, or negligence in the performance of the Indemnified Party's duties or by
reason of the Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Insurance Company or an Account, whichever is
applicable.
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8.2(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless the
Indemnified Party shall have notified the Adviser in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Indemnified Party (or after
the Indemnified Party shall have received notice of such service on any
designated agent). Notwithstanding the foregoing, the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Adviser of its
obligations hereunder except to the extent that the Adviser has been prejudiced
by such failure to give notice. In addition, any failure by the Indemnified
Party to notify the Adviser of any such claim shall not relieve the Adviser from
any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified Parties, the Adviser
will be entitled to participate, at its own expense, in the defense thereof. The
Adviser also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action; provided, however, that if the
Indemnified Party shall have reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
Adviser, the Adviser shall not have the right to assume said defense, but shall
pay the costs and expenses thereof (except that in no event shall the Adviser be
liable for the fees and expenses of more than one counsel for Indemnified
Parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances). After notice from the Adviser to the Indemnified Party of the
Adviser's election to assume the defense thereof, and in the absence of such a
reasonable conclusion that there may be different or additional defenses
available to the Indemnified Party, the Indemnified Party shall bear the fees
and expenses of any additional counsel retained by it, and the Adviser will not
be liable to that party under this Agreement for any legal or other expenses
subsequently incurred by that party independently in connection with the defense
thereof other than reasonable costs of investigation.
8.2(d). The Insurance Company agrees to promptly notify the Adviser of
the commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the Contracts
or the operation of the Accounts.
ARTICLE IX. APPLICABLE LAW
9.1. This Agreement shall be subject to the applicable provisions of
the 1933, 1934, and 1940 Acts, and the rules and regulations and rulings
thereunder, including any exemptions from those statutes, rules and regulations
the SEC may grant, and the terms hereof shall be interpreted and construed in
accordance therewith.
ARTICLE X. ADDITIONAL COVENANTS AND AGREEMENTS
10.1. Each party shall comply with all provisions of federal and state
laws applicable to its respective activities under this Agreement. All
obligations of each party under this Agreement are subject to compliance with
applicable federal and state laws.
10.2. Each party shall promptly notify the other parties in the event
that it is, for any reason, unable to perform any of its obligations under this
Agreement.
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10.3. The Insurance Company covenants and agrees that all orders
accepted and transmitted by it hereunder with respect to each Account on any
Business Day will be based upon instructions that it received from the Contract
owners, in proper form prior to the close of trading of the New York Stock
Exchange on that Business Day. The Insurance Company shall time stamp all orders
or otherwise maintain records that will enable the Company to demonstrate
compliance with this section.
10.4. The Insurance Company covenants and agrees that all orders
transmitted to the Investment Company shall be sent by or under the authority
and direction of a person designated by the Insurance Company as being duly
authorized to act on behalf of the owner of the Accounts. The Adviser shall be
entitled to rely on the existence of such authority and to assume that any
person transmitting orders for the purchase, redemption or transfer of Fund
shares on behalf of the Insurance Company is "an appropriate person" as used in
Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to the
transmission of instructions regarding Fund shares on behalf of the owner of
such Fund shares. The Insurance Company further agrees to be responsible for the
accuracy, propriety and consequences of all data transmitted to the Adviser by
the Company by telephone, telecopy or other electronic transmission acceptable
to the Adviser.
10.5. The Insurance Company agrees that, to the extent it is able to do
so, it will use its best efforts to give equal emphasis and promotion to shares
of the Fund is given to other underlying investments of the Accounts, subject to
applicable SEC rules. In addition, the Insurance Company shall not impose any
fee, condition, or requirement for the use of the Funds as investment options
for the Contracts that operates to the specific prejudice of the Funds vis-a-vis
the other investment media made available for the Contracts by the Insurance
Company.
ARTICLE X. TERMINATION
11.1. This Agreement shall terminate:
(a) at the option of any party upon six months advance
written notice to the other parties; or
(b) at the option of the Insurance Company to the extent that
shares of a Fund are not reasonably available to meet the requirements
of the Contracts as determined by the Insurance Company, provided,
however, that such termination shall apply only to the Fund(s) not
reasonably available; or
(c) at the option of the Adviser in the event that formal
administrative proceedings are instituted against the Insurance Company
by the NASD, the SEC, an insurance commissioner or any other regulatory
body regarding the Insurance Company's duties under this Agreement or
related to the sale of the Contracts, the operation of any Account, or
the purchase of the Investment Company's shares, provided, however,
that the Adviser determines in its sole judgment exercised in good
faith, that any such administrative proceedings will have a material
adverse effect upon the ability of the Insurance Company to perform its
obligations under this Agreement; or
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(d) at the option of the Insurance Company in the event that
formal administrative proceedings are instituted against the Investment
Company or the Adviser by the NASD, the SEC, or any state securities or
insurance department or any other regulatory body, provided, however,
that the Insurance Company determines in its sole judgment exercised in
good faith, that any such administrative proceedings will have a
material adverse effect upon the ability of the Investment Company or
the Adviser to perform its obligations under this Agreement; or
(e) at the option of the Insurance Company, with respect to
any Account, upon receipt of any necessary approval and/or the vote of
the Contract owners having an interest in that Account (or any
subaccount) to substitute the shares of another investment company for
the corresponding Fund shares in accordance with the terms of the
Contracts for which those Fund shares had been selected to serve as the
underlying investment media. The Insurance Company will give at least
30 days prior written notice to the Investment Company of the date of
any proposed vote to replace the Investment Company's shares; or
(f) at the option of the Insurance Company in the event any of
the Investment Company's shares are not registered, issued or sold in
accordance with applicable state and/or federal law or exemptions
therefrom, or such law precludes the use of those shares as the
underlying investment media of the Contracts issued or to be issued by
the Insurance Company; or
(g) at the option of the Insurance Company if the Investment
Company ceases to qualify as a regulated investment company under
Subchapter M of the Code or under any successor or similar provision,
or if the Insurance Company reasonably believes that the Investment
Company may fail to so qualify; or
(h) at the option of the Insurance Company if the Investment
Company fails to meet the diversification requirements specified in
Section 817(h) of the Code and the rules and regulations thereunder; or
(i) at the option of the Adviser if (1) the Adviser, shall
determine, in its sole judgment reasonably exercised in good faith,
that the Insurance Company has suffered a material adverse change in
its business or financial condition or is the subject of material
adverse publicity and that material adverse change or material adverse
publicity will have a material adverse impact upon the business and
operations of either the Investment Company or the Adviser, (2) the
Adviser shall notify the Insurance Company in writing of that
determination and its intent to terminate this Agreement, and (3) after
considering the actions taken by the Insurance Company and any other
changes in circumstances since the giving of such a notice, the
determination of the Adviser shall continue to apply on the sixtieth
(60th) day following the giving of the notice, which sixtieth day shall
be the effective date of termination; or
(j) at the option of the Insurance Company if (1) the
Insurance Company shall determine, in its sole judgment reasonably
exercised in good faith, that either the
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Investment Company or the Adviser has suffered a material adverse
change in its business or financial condition or is the subject of
material adverse publicity and that material adverse change or
material adverse publicity will have a material adverse impact upon the
business and operations of the Insurance Company, (2) the Insurance
Company shall notify the Adviser in writing of the determination and
its intent to terminate the Agreement, and (3) after considering the
actions taken by the Investment Company and/or the Adviser and any
other changes in circumstances since the giving of such a notice, the
determination shall continue to apply on the sixtieth (60th) day
following the giving of the notice, which sixtieth day shall be the
effective date of termination; or
(k) at the option of any party hereto upon another party's
breach of a material provision of this Agreement, said
termination to be effective ten days after receipt of notice
unless the breach is cured to the satisfaction of the party
giving notice within such ten-day period; or
(l) at the option of the Adviser if, in the Adviser's
judgment, declining to accept any additional instructions for
the purchase or sale of shares of any Fund is warranted by
market, economic or political conditions; or
(m) upon assignment of this Agreement without the prior
written consent of all parties hereto.
11.2. No termination of this Agreement shall be effective (with the
exception of a termination under Section 11.1(l)) unless and until the party
terminating this Agreement gives the written notice specified below to all other
parties to this Agreement of its intent to terminate, which notice shall set
forth the basis for the termination:
(a) in the event that any termination is based upon the
provisions of Article VII or of Section 11.1(a), 11.1(i), 11.1(j), or
11.1(k) of this Agreement, the prior written notice shall be given in
advance of the effective date of termination as required by those
provisions; and
(b) in the event of any other termination under Section 11.1
of this Agreement, the effective date of termination shall be upon the
delivery and receipt of prompt written notice.
11.3. Notwithstanding any termination of this Agreement pursuant to
Section 10.1, for so long as the Investment Company continues to exist the
Investment Company and the Adviser shall at the option of the Insurance Company
continue to make available additional shares of the Investment Company pursuant
to the terms and conditions of this Agreement, for all Contracts in effect on
the effective date of termination of this Agreement ("Existing Contracts").
Specifically, without limitation, the owners of the Existing Contracts shall be
permitted to reallocate investments in the Investment Company, redeem
investments in the Investment Company and/or invest in the Investment Company
upon the making of additional purchase payments under the Existing Contracts.
The parties agree that this Section 11.4 shall not apply to
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any termination under Article VII and the effect of Article VII terminations
shall be governed by Article VII of this Agreement.
11.4. The provisions of Article VIII shall survive any termination of
this Agreement.
11.5. Following termination, the Adviser shall not have any payment
obligation to the Insurance Company (except for payment obligations accorded but
not yet paid as of the termination date).
ARTICLE XII. NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of that other party set forth
below or at such other address as the other party may from time to time specify
in writing.
If to the Investment Company or the Adviser:
American Century Investment Management, Inc.
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxx, Esq.
(p) 816/340-4051
(f) 816/340-4964
If to the Insurance Company:
Xxxxxx Investors Life Insurance Company
0 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Attn: General Counsel
(p)
(f)
ARTICLE XIII. MISCELLANEOUS
13.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall use reasonable efforts to treat as
confidential the names and addresses of the owners of the Contracts and all
information reasonably identified as confidential in writing by any other party
hereto and, except as permitted by this Agreement, shall not disclose,
disseminate or utilize such names and addresses and other confidential
information without the express written consent of the affected party unless and
until that information may come into the public domain, or as required by a
court of law.
13.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
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13.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
13.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
13.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit those authorities
reasonable access to its books and records in connection with any lawful
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
13.6. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
13.7. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns; provided, that no party
may assign this Agreement without the prior written consent of the other
parties.
13.8. No provision of this Agreement may be amended or modified in any
manner except by written agreement properly authorized and executed by all
parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative as of the date specified above.
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By: /S/
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
XXXXXX INVESTORS LIFE INSURANCE COMPANY
By: /S/ XXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxx
------------------------------------
Title:
-----------------------------------
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SCHEDULE A
Segregated Asset Accounts
Name Date Established
---- ----------------
KILCO Variable Annuity Separate Account September 13, 1977
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SCHEDULE B
Administrative and Other Services
Maintenance of Books and Records
. Assist as necessary to maintain book entry records on behalf of the
Investment Company regarding issuance to, transfer within (via net purchase
orders) and redemption by the Accounts of Investment Company shares.
Maintain a single master account with each Fund on behalf of each Contract
owner. Such account to be in the name of the Insurance Company as record
owner of the Fund shares.
. Maintain general ledgers regarding the Accounts' holdings of Investment
Company shares, coordinate and reconcile information, and coordinate
maintenance of ledgers by financial institutions and other Contract owner
service providers.
Communication with the Investment Company
. Serve as the agent of the Investment Company for receipt of purchase and
redemption orders from the Accounts and to transmit such orders, and
payment therefor, to the Investment Company.
. Coordinate with the Investment Company's agents respecting daily valuation
of the Investment Company's shares and the Accounts' units.
. Purchase Orders
- Determine net amount available for investment in the Investment
Company.
- Deposit receipts at the Investment Company's custodians (generally by
wire transfer).
- Notify the custodians of the estimated amount required to pay dividend
or distribution.
. Redemption Orders
- Determine net amount required for redemption by the Investment Company.
- Notify the custodian and Investment Company of cash required to meet
payments.
. Purchase and redeem shares of the Investment Company on behalf of the
Accounts at the then current price in accordance with the terms of the
Investment Company's then current prospectus.
. Assist in routing and revising sales and marketing materials to incorporate
or reflect the comments made by the Investment Company and/or the Adviser.
. Assist in enforcing procedures adopted on behalf of the Investment Company
to reduce, discourage, or eliminate market timing transactions in its
shares in order to reduce or eliminate adverse effects on the Investment
Company or its shareholders.
Processing Distributions from the Investment Company
. Process ordinary dividends and capital gains.
. Reinvest the Investment Company's distributions.
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Reports
. Periodic information reporting to the Contract owners, including, but not
limited to, furnishing registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions,
sales and other promotional material, and any other SEC filings with
respect to the Accounts invested in the Investment Company, as not
otherwise provided for.
. Periodic information reporting about the Investment Company, including any
necessary delivery of the Investment Company's prospectus and annual and
semi-annual reports to Contract owners, as not otherwise provided for and
preparation and transmission to Contract owners of periodic statements are
required by law or the Contracts.
Investment Company-Related Contract Owner Services
. Provide general information with respect to Investment Company inquiries
(not including information about performance or related to sales).
. Provide information regarding performance of the Investment Company and its
Funds and the subaccounts of the Accounts.
. Oversee and assist the solicitation, counting and voting or Contract owner
voting interests in the Investment Company pursuant to Investment
Company-related proxy statements.
Other Administrative Support
. Provide other administrative and legal compliance support for the
Investment Company as mutually agreed upon by the Insurance Company and the
Investment Company or the Adviser.
. Relieve the Investment Company of other usual or incidental administrative
services provided to individual Contract owners.
. Maintain and preserve all records as required by law to be maintained and
preserved in connection with providing the Administrative Services for the
Contracts.
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