FUND PARTICIPATION AGREEMENT
THIS FUND
PARTICIPATION AGREEMENT is made and entered into as of May 1, 1995 by and
between KANSAS CITY LIFE INSURANCE COMPANY (the “Company”) TCI PORTFOLIOS, INC.
(the “Issuer”) and the investment adviser of the Issuer, INVESTORS RESEARCH
CORPORATION (“Investors Research”).
WHEREAS,
the Company offers to the public certain variable annuity contracts and variable
life insurance contracts (the “Contracts”); and
WHEREAS,
the Company wishes to offer as investment options under the Contracts, TCI
Balanced and TCI International (the “Funds”), each of which is a series of
mutual fund shares registered under the Investment Company Act of 1940, as
amended, and issued by the Issuer; and
WHEREAS,
on the terms and conditions hereinafter set forth, Investors Research and the
Issuer desire to make shares of the Funds available as investment options under
the Contracts and to retain the Company to perform certain administrative
services on behalf of the Funds;
NOW, THEREFORE, the Company, the Issuer and Investors Research agree as
follows:
1. Transactions
in the Funds. Subject
to the terms and conditions of this Agreement, the Issuer will make
shares of the Funds available to be purchased, exchanged, or redeemed, by the
Company on behalf of the Accounts (defined in Section 6(a) below) through a
single Fund account per Fund at the net asset value applicable to each order.
The Funds’ shares shall be purchased and redeemed on a net basis in such
quantity and at such time as determined by the Company to satisfy the
requirements of the Contracts for which the Funds serve as underlying investment
media. Dividends and capital gains distributions will be automatically
reinvested in full and fractional shares of the Funds.
2. Administrative
Services. The
Company shall be solely responsible for providing all administrative
services for the Contracts owners. The Company agrees that it will maintain and
preserve all records as required by law to be maintained and preserved, and will
otherwise comply in all material respects with all laws, rules and regulations
applicable to the marketing of the Contracts and the provision of administrative
services to the Contract owners.
3. Processing
and Timing of Transactions.
(a) The
Issuer hereby appoints the Company as its agent for the limited purpose of
accepting purchase and redemption orders for Fund shares from the
Contract owners. On each day the New York Stock Exchange (the “Exchange”) is
open for business (each, a “Business Day”), the Company may receive instructions
from the Contract owners for the purchase or redemption of shares of the Funds
(“Orders”). Orders received and accepted by the Company
1
prior to
the close of regular trading on the Exchange (the “Close of Trading”) on any
given Business Day (“Day 1”) and transmitted to the Issuer by 8:15 a.m. Central
time on the next Business Day following receipt of such Orders (“Day 2”) will be
executed by the Issuer at the net asset value determined as of the Close of
Trading on Day 1. Any Orders received by the Company on Day 1 but after the
Close of Trading, and all Orders that are transmitted to the Issuer after 8:15
a.m. Central time on Day 2, will be executed by the Issuer at the net asset
value determined as of the Close of Trading on Day 2 (provided the Order is
transmitted to investors Research prior to 8:15 a.m. on the Business Day
following Day 2). The day as of which an Order is executed by the Issuer
pursuant to the provisions set forth above is referred to herein as the
“Effective Trade Date”. Unless otherwise specified in writing by the Company to
Investors Research, all Fund shares shall be issued and transferred in book
entry form only.
(b) By 5:30
p.m. Central time on each Business Day, Investors Research will provide to the
Company via facsimile or other electronic transmission acceptable to the Company
the Funds’ net asset value, dividend and capital gain information and, in the
case of income funds, the daily accrual for interest rate factor (mil rate),
determined at the Close of Trading.
(c) By 9:00
p.m. Central time on each Business Day, the Company will provide to Investors
Research via facsimile or other electronic transmission acceptable to Investors
Research a report stating whether the Orders received by the Company from
Contract owners by the Close of Trading on such Business Day resulted in the
Accounts being net purchasers or net sellers of shares of each of the
Funds.
(d) Upon the
timely receipt from the Company of the report described in (c) above, Investors
Research will execute the purchase or redemption transactions (as the case may
be) at the net asset value computed as at the Close of Trading on the Effective
Trade Date. Payment for net purchase transactions shall be made by wire transfer
by the Company to the custodial account designated by the Fund on the Business
Day next following the Effective Trade Date. Payments for net redemption
transactions shall be made by wire transfer by the Issuers to the account
designated by the Company within the time period set forth in the applicable
Fund’s then-current prospectus; provided,
however, Investors Research will use all reasonable efforts to settle all
redemptions on the Business Day next following the Effective Trade Date. On any
Business Day when the Federal Reserve Wire Transfer System is closed, all
communication and processing rules will be suspended for the settlement of
Orders. Orders will be settled on the next Business Day on which the Federal
Reserve Wire Transfer System is open and the Effective Trade Date will
apply.
4. Prospectus
and Proxy Materials.
(a) Investors
Research shall provide to the Company, on behalf of the Accounts, copies
of the Issuer’s proxy materials, periodic fund reports to shareholders and other
materials that are required by law to be sent to the Issuer’s shareholders. In
addition, Investors Research shall provide the Company with a sufficient
quantity of prospectuses of the Funds to be used in conjunction with the
transactions contemplated by this Agreement, together with such
additional
2
copies of
the Issuer’s prospectuses as may be reasonably requested by Company to send to
existing Contract owners of the Company. Upon request by the Company, Investors
Research will provide copies of the Funds’ prospectuses on disk or in a camera
ready format. If the Company provides pass-through voting by the Contract
owners, Investors Research will provide the Company with a sufficient quantity
of proxy materials for each Contract owner.
(b) The cost
of preparing, printing and shipping of the prospectuses, proxy materials,
periodic fund reports and other materials of the Issuer to the Company shall be
paid by Investors Research; provided,
however, that if at any time Investors Research or its agent reasonably
deems the usage by the Company of such items to be excessive, it may, prior to
the delivery of any quantity of materials in excess of what is deemed
reasonable, request that the Company demonstrate the reasonableness of such
usage. If the Investors Research believes the reasonableness of such usage has
not been adequately demonstrated, it may request that the Company pay the cost
of printing (including press time) and delivery of any excess copies of such
materials. Unless the Company agrees to make such payments, Investors Research
may refuse to supply additional materials and this section shall not be
interpreted as requiring delivery by Investors Research or Issuer of any copies
in excess of the number of copies required by law.
(c) The cost
of distribution, if any, of any prospectuses, proxy materials, periodic fund
reports and other materials of the Issuer to the Contract owners shall be paid
by the Company and shall not be the responsibility of Investors Research or the
Issuer.
5. Compensation
and Expenses.
(a) The
Company, on behalf of the Accounts, shall be the sole shareholder of Fund shares
purchased for the Contract owners pursuant to this Agreement. The Company shall
properly complete any applications or other forms required by Investors Research
or the Issuer.
(b) Investors
Research acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to postage,
shareholder communications and record keeping, 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,
Investors Research will pay the Company a fee (the “Administrative Services
fee”) equal to 10 basis points (0.10%) per annum of the average aggregate amount
invested by the Company under this Agreement up to an average aggregate amount
invested of $10 million, and 15 basis points (0.15%) per annum of any average
aggregate amount invested in excess of $10 million.
(c) The
parties understand that Investors Research customarily pays, out of its
management fee, another affiliated corporation for the type of administrative
services to be provided by the Company to the Contract owners. The parties agree
that the payments by Investors Research to the Company, like Investors
Research’s payments to its affiliated
3
corporation,
are for administrative 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 the Company contemplated by this Section 5,
the average aggregate amount invested by the Accounts in the Funds over a one
month period shall be computed by totalling the Company’s aggregate investment
(share net asset value multiplied by total number of shares of the Funds held by
the Company) on each Business Day during the month and dividing by the total
number of Business Days during such month.
(e) Investors
Research will calculate the amount of the payment to be made pursuant to this
Section 5 at the end of each calendar quarter and will make such payment to the
Company within 30 days thereafter. The check for such payment will be
accompanied by a statement showing the calculation of the amounts being paid by
Investors Research for the relevant month and such other supporting data as may
be reasonably requested by the Company.
(f) In the
event Investors Research reduces its management fee with respect to any Fund
shown in Schedule A after the date hereof, Investors Research may amend the
Administrative Services fee payable with regard to such Fund by providing the
Company 30 days’ advance written notice of any such adjustment. The revised
Administrative Services fee shall become effective as of the latter of 30 days
from the date of delivery of the notice or the date prescribed in the
notice.
6. Representations
and Warranties.
(a) The
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 Company,
enforceable in accordance with its terms; (ii) it has established the Kansas
City Life Variable Annuity Separate Account and the Kansas City Life Variable
Universal Life Separate Account (the “Accounts”), each of which is a separate
account under Missouri Insurance law, and has registered each Account as a unit
investment trust under the Investment Company Act of 1940 (the “1940 Act”) to
serve as an investment vehicle for the Contracts; (iii) each Contract provides
for the allocation of net amounts received by the Company to an Account for
investment in the shares of one of more specified investment companies selected
among those companies available through the Account to act as underlying
investment media; (iv) 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 in accordance with the terms of the applicable Contract; and
(v) the activities of the Company contemplated by this Agreement comply with all
material provisions of federal and state insurance, securities, and tax laws
applicable to such activities.
(b) Investors
Research 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 Investors
Research and Issuer, enforceable in accordance with its terms; and (ii) the
investments of the Funds will at all times be adequately
4
diversified
within the meaning of Section 817(h) of the Internal Revenue Service Code of
1986, as amended (the”Code”), and the regulations thereunder, and that at all
times wile this Agreement is in effect, all beneficial interests in each of the
Funds will be owned by one or more insurance companies or by any other party
permitted under Section 1.817-5(f)(3) of the Regulations promulgated under the
Code.
7. Additional
Covenants and Agreements.
(a) Each
party shall comply in all material respects with all federal and state laws,
regulations and orders applicable to its respective activities under this
Agreement.
(b) 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.
(c) The
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 Exchange on that Business
Day.
(d) The
Company will use its best efforts to give equal emphasis and promotion to
shares of the Funds as is given to other underlying investments of the
Accounts.
(e) The
Company shall not, without the written consent of Investors Research, make
representations concerning the Issuer or the shares of the Funds except
those contained in the then-current prospectus and statement of additional
information, and in current printed sales literature approved by Investors.
Research or the Issuer, which consent shall not be unreasonably
withheld.
(f) Advertising
and sales literature naming the Issuer or the Funds prepared by the Company or
its agents, if any, for use in marketing shares of the Funds as underlying
investment media to Contract owners shall be submitted to Investors Research at
least 10 days prior to use for review and approval before such material is used.
Investors Research shall use reasonable efforts to cooperate with Company in
reviewing such materials in a timely fashion. Company acknowledges that
Investors Research’s review of materials submitted to it are for internal due
diligence purposes and not for determining or ensuring compliance with
Securities and Exchange Commission (“SEC”), National Association of Securities
Dealers, Inc. (“NASD”) or other regulatory agency rules or requirements, if any.
Company acknowledges and agrees that the responsibility for ensuring compliance
with SEC, NASD or other regulatory agency rules or requirements, if any, is
Company’s obligation.
(g) Investors
Research will provide to the Company at least one complete copy of all
prospectuses, statements of additional information, annual and
semi-annual reports, proxy statements and all amendments or supplements to any
of the above that relate to the Funds
5
promptly
after such document is filed with the SEC or other regulatory authorities and
becomes effective.
(h) The
Company will provide to Investors Research at least one complete copy of all
registration statements, prospectuses, statements of additional information,
annual and semiannual reports, proxy statements, and all amendments or
supplements to any of the above that relate to the Accounts promptly after the
filing of such document with the - SEC or other regulatory
authority.
8. Use
of Names. Except as otherwise expressly provided for in this Agreement,
neither Investors Research nor the Funds shall use any trademark, trade name,
service xxxx or logo of the Company, or any variation of any such trademark,
trade name, service xxxx or logo, without the Company’s prior written consent,
the granting of which shall be at the Company’s sole option. Except as otherwise
expressly provided for in this Agreement, the Company shall not use any
trademark, trade name, service xxxx or logo of the Issuer or Investors Research,
or any variation of any such trademarks, trade names, service marks, or logos,
without the prior written consent of either the Issuer or Investors Research, as
appropriate, the granting of which shall be at the sole option of Investors
Research and/or the Issuer.
9. Proxy
Voting.
(a) The
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 Company to assure that it
calculates voting privileges in a consistent manner with the other Participating
Companies (as defined in Section
11(a) below) participating in any Fund, as required by the Shared Funding
Exemptive Order (as defined in Section
11(a) below).
(b) So long
as the Company is required to provide pass-through voting privileges, the
Company will distribute to Contract owners all proxy material furnished by
Investors Research and will vote shares in accordance with instructions received
from such Contract owners. The Company shall vote Fund shares for which no
instructions have been received in the same proportion as shares for which such
instructions have been received. The Company and its agents shall not oppose or
interfere with the solicitation of proxies for Fund shares held for such
Contract owners, unless it reasonably determines in good faith that it has a
fiduciary duty to do so and so notifies Investors Research prior to commencing
any such activity.
10. Indemnity.
(a) Investors
Research agrees to indemnify and hold harmless the Company and its
officers, directors, employees, agents, affiliates and each person, if
any, who controls the Company within the meaning of Rule 405, promulgated by the
SEC under the Securities Act of 1933 (collectively, the “Indemnified Parties”
for purposes of this Section
10(a)) against any losses, claims, expenses, damages or liabilities
(including amounts paid in settlement thereof) or
6
litigation
expenses (including legal and other expenses) (collectively, “Losses”), to which
the Indemnified Parties may become subject, insofar as such Losses result from a
material breach by Investors Research of a material provision of this Agreement.
Investors Research acknowledges that Section 6 (b)(ii) is a material provision
of this agreement. Investors Research will reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Losses. Investors Research shall not be liable for
indemnification hereunder if such Losses are attributable to the gross
negligence or willful misconduct of the Company in performing its obligations
under this Agreement.
(b) The
Company agrees to indemnify and hold harmless Investors Research and the Issuer
and their respective officers, directors, employees, agents, affiliates and each
person, if any, who controls the Issuer or Investors Research within the meaning
of Rule 405, promulgated by the SEC under the Securities Act of 1933
(collectively, the “Indemnified Parties” for purposes of this Section
10(b)) against any Losses to which the indemnified Parties may become
subject, insofar as such Losses result from a material breach by Company of a
material provision of this Agreement. The Company will reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. The Company shall not be liable for
indemnification hereunder if such Losses are attributable to the gross
negligence or willful misconduct of Investors Research or the Issuer in
performing their obligations under this Agreement.
(c) Promptly
after receipt by an indemnified party hereunder of notice of the commencement of
action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party hereunder, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section
10. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein at its own expense and, to the
extent that it may wish to, assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party under this
Section
10 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the
indemnifying party assumes the defense of any such action, the indemnifying
party shall not, without the prior written consent of the indemnified parties in
such action, settle or compromise the liability of the indemnified parties in
such action, or permit a default or consent to the entry of any judgement in
respect thereof, unless in connection with such settlement, compromise or
consent, each indemnified party receives from such claimant an unconditional
release from all liability in respect of such claim.
7
11. Potential
Conflicts.
(a) The
Company has received a copy of an application for exemptive relief, as amended,
filed by Investors Research on December 21, 1987, with the SEC and the order
issued by the SEC in response thereto (the “Shared Funding Exemptive Order”).
The Company has reviewed the conditions to the requested relief set forth in
such application for exemptive relief. As set forth in such application, the
Board of Directors of the Issuer (the “Board”) will monitor the Issuer for the
existence of any material irreconcilable conflict between the interests of the
contract owners of all separate accounts (“Participating Companies”) investing
in funds of the Issuer. An irreconcilable material conflict may arise for a
variety of reasons, including: (i) an action by any state insurance regulatory
authority; (ii) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling,
no-action or interpretative letter, or any similar actions by insurance, tax or
securities regulatory authorities; (iii) an administrative or judicial decision
in any relevant proceeding; (iv) the manner in which the investments of any
portfolio are being managed; (v) a difference in voting instructions given by
variable annuity contract owners and variable life insurance contract owners; or
(vi) a decision by an insurer to disregard the voting instructions of contract
owners. The Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications
thereof.
(b) The
Company will report any potential or existing conflicts of which it is aware to
the Board. The Company will assist the. Board in carrying out its
responsibilities under the Shared Funding. Exemptive Order by providing the
Board with all information reasonably necessary for the Board to consider any
issues. raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
(c) If a
majority of the Board, or a majority of its disinterested Board members,
determines that a material irreconcilable conflict exists with regard to
contract owner investments in a Fund, the Board shall give prompt notice to all
Participating Companies. If the Board determines that the Company is responsible
for causing or creating said conflict, the Company shall at its sole cost and
expense, and to the extent reasonably practicable (as determined by a majority
of the disinterested Board members), take such action as is necessary to remedy
or eliminate the irreconcilable material conflict. Such necessary action may
include but shall not be limited to:
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(i)
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withdrawing
the assets allocable to the Accounts from the Fund and reinvesting such
assets in a different investment medium or submitting the question of
whether such segregation should be implemented to a vote of all affected
contract owners and as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating
Companies) that votes in favor of such segregation, or offering to the
affected contract owners the option of making such a change;
and/or
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8
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(ii)
|
establishing
a new registered management investment company or managed separate
account.
|
(d) If a
material irreconcilable conflict arises as a result of a decision by the Company
to disregard its contract owner voting instructions and said decision represents
a minority position or would preclude a majority vote by all of its contract
owners having an interest in the Issuer, the Company at its sole cost, may be
required, at the Board’s election, to withdraw air Account’s investment in the
Issuer and terminate this Agreement; 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 disinterested members
of the Board.
(e) For the
purpose of this Section
11, a majority of the disinterested Board members shall determine whether
or not any proposed action adequately remedies any irreconcilable material
conflict, but in no event will the Issuer be required to establish a new funding
medium for any Contract. The Company shall not be required by this Section
11 to establish a new funding medium for any Contract if an offer to do
so has been declined by vote of a majority of the Contract owners materially
adversely affected by the irreconcilable material conflict.
12. Termination.
This agreement shall terminate as to Contracts issued after the effective
date of termination:
(a) at the
option of either the Company, Investors Research or the Issuer upon six months’
advance written notice to the other;
(b) at the
option of the Company if the Funds’ shares are not available for any reason to
meet the requirement of Contracts as determined by the Company. Reasonable
advance notice of election to terminate shall be furnished by
Company;
(c) at the
option of either the Company, Investors Research or the Issuer, upon institution
of formal proceedings against the broker-dealer or broker-dealers marketing the
Contracts, the Accounts, the Company, the Issuer, or Investors Research by the
NASD or the SEC;
(d) upon
termination of the Management Agreement between the Issuer and Investors
Research. Notice of such termination shall be promptly furnished to the Company.
This subsection
(d) shall not be deemed to apply if contemporaneously with such
termination a new contract of substantially similar terms is entered into
between the Fund and Investors Research;
(e) upon (i)
receipt by the Company of an order of substitution by the SEC permitting the
substitution of shares of another investment company for the corresponding
shares of Issuer, or (ii) the requisite vote of Contract owners having an
interest in the Issuer to substitute for the Issuer’s shares the shares of
another investment company in accordance with the terms of Contracts for which
the Issuer’s shares had been selected to serve as the underlying
investment
9
medium.
The Company will give 60 days’ written notice to the Issuer and Investors
Research of any proposed vote to replace the Funds’ shares;
(f) upon
assignment of this Agreement unless made with the written consent of all other
parties hereto;
(g) at the
option of any party hereto upon a determination that continuing to perform under
this Agreement would, in the reasonable opinion of the terminating party’s
counsel, violate any applicable federal or state law, rule, regulation or
judicial order;
(h) at the
option of the Company by written notice to Investors Research, if the Issuer
fails to meet the Section 817(h) diversification requirements or
Subchapter M qualifications specified in this Agreement, or if the Company
reasonably determines in good faith, based on information provided by Investors
Research or the refusal to provide such information, that the Issuer may fail to
meet either of those requirements;
(i) at the
option of either party upon its good faith determination that the other party
has experienced a material adverse change in its business operations or
financial condition since the effective date of this Agreement, or is the
subject of substantial adverse publicity; or
(j) at
the option of any party as a result of any other breach by a non-affiliated
party, which breach is not cured within 30 days after notice from the
terminating party.
13. Continuation
of Agreement. Termination
as the result of any cause listed in Section
12 shall not affect the Issuer’s obligation to furnish its shares to
Contracts then in force for which its shares serve or may serve as the
underlying medium unless such further sale of Fund shares is proscribed by law
or the SEC or other regulatory body.
14. Non-Exclusivity.
Each of the parties acknowledges and agrees that this Agreement and the
arrangement described herein are intended to be non-exclusive and that each of
the parties is free to enter into similar agreements and arrangements with other
entities.
15. Survival.
The
provisions of Sections
4, 5(b), 6, 7(g), 8, 9 and 10 of this
Agreement shall survive termination of this Agreement. In addition, the
reimbursement provisions of Section
5(b) shall survive for a period of 24 months following termination with
respect to those Contracts in effect and utilizing any of the Funds as
underlying investment media at the time of termination; provided,
that Company continues to provide all of the administrative services required
hereunder with respect to such Contracts.
16. Amendment.
Neither
this Agreement, nor any provision hereof, may be amended, waived,
discharged or terminated orally, but only by an instrument in writing signed by
all of the parties hereto.
10
17. Notices.
All notices and other communications hereunder shall be given or made in writing
and shall be delivered personally, or sent by telex, telecopier, express
delivery or registered or certified mail, postage prepaid, return receipt
requested, to the party or parties to whom they are directed at the following
addresses, or at such other addresses as may be designated by notice from such
party to all other parties.
To the
Company:
Kansas
City Life Insurance Company
0000
Xxxxxxxx
Xxxxxx
Xxxx, Xxxxxxxx 00000
Attn: C.
Xxxx Xxxxxxxxx, General Counsel
(000)
000-0000 (telephone number)
(000)
000-0000 (telecopy number)
To the
Issuer or Investors Research:
Twentieth
Century Mutual Funds
0000 Xxxx
Xxxxxx
Xxxxxx
Xxxx, Xxxxxxxx 00000
Attention:
Xxxxxxx X. Xxxxxxxxxxx
(000)
000-0000
(000)
000-0000 (telecopy number)
Any
notice, demand or other communication given in a manner prescribed in this
Section 17 shall be deemed to have been delivered on receipt.
18. Successors
and Assigns. This Agreement may not be assigned without the written
consent of all parties to the Agreement at the time of such assignment. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted successors and assigns.
19. Counterparts.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any party hereto may
execute this Agreement by signing any such counterpart.
20. Severability.
In case any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
21. Compliance
with Laws. This Agreement shall be subject to the provisions of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, and the rules, regulations and rulings thereunder,
including such exemptions from
11
those
statutes, rules and regulations as the SEC may from time to time grant
(including, but not limited to, the Shared Funding Exemptive Order) and the
terms hereof shall be interpreted and construed in accordance
therewith.
22. Entire
Agreement. This Agreement, including the Attachments hereto, constitutes
the entire agreement between the parties with respect to the matters dealt with
herein, and — supersedes all previous agreements, written or oral, with respect
to such matters,-
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
KANSAS
CITY LIFE INSURANCE COMPANY INVESTORS
RESEARCH CORPORATION
By: /s/
Xxxxxxx X.
Xxxx By: /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X.
Xxxx
Xxxxxxx X. Xxxxx
Senior Vice
President Executive
Vice President
TCI
PORTFOLIOS, INC.
By: /s/
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Executive Vice
President
12
