AMENDMENT NO. 6 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 6 TO FUND PARTICIPATION AGREEMENT
("Amendment") is made as of this 26th day of MARCH 2004, by and between
JEFFERSON NATIONAL LIFE INSURANCE COMPANY ("Company"), AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC. ("Distributor") and AMERICAN CENTURY INVESTMENT
SERVICES, INC. ("ACIS"). Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and ACIM are parties to a certain Fund Participation
Agreement dated April 30, 1997, as amended November 15, 1997, December 31, 1997,
January 13, 2000, February 9, 2001 and July 31, 2003 (the "Agreement) in
connection with the participation of the Funds in Contracts offered by the
Company; and
WHEREAS, on January 1, 2002, ACIS became the sole distributor of the Funds
and the Distributor wishes to assign all of its rights and obligations under the
Agreement to ACIS;
WHEREAS, the parties desire to expand the classes of Funds available as
investment options under the Contracts;
WHEREAS, in connection with the expansion of Funds available, the parties
agree to revise the reimbursement terms as provided herein;
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. ASSIGNMENT BY DISTRIBUTOR. AS of January 1, 2002, ACTS became the sole
distributor of the Funds. In connection therewith, Distributor hereby assigns
all of its rights and obligations under the Agreement to ACIS and ACIS hereby
accepts such assignment. The Company hereby consents to such assignment. After
the date of this Amendment, all references to "Distributor" in the Agreement
shall be deemed to refer to ACIS.
2. ADDITION OF FUNDS. The second whereas clause of the Agreement is
hereby deleted in its entirety and the following paragraph is substituted in
lieu thereof:
"WHEREAS, the Company wishes to make available as investment options under
the Contracts Class I of the VP Balanced Fund, VP Income &
Growth Fund, VP Capital Appreciation Fund, VP International Fund, VP
Value Fund and Class II of the VP Inflation Protection Fund
(collectively, 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 American Century Variable Portfolios, Inc., except for
Class II of the VP Inflation Protection Fund, which is issued by
American Century Variable Portfolios II, Inc. (collectively referred
to as the "Issuer");"
3. COMPENSATION AND EXPENSES. Section 5 is hereby deleted in its entirety
and the following Section 5 is substituted in lieu thereof:
"(a) The Accounts shall be the sole shareholder of Fund shares
purchased for the Contract owners pursuant to this Agreement (the "Record
Owner"). The Record Owner shall properly complete any applications or other
forms required by Distributor or the Issuer from time to time.
"(b) Distributor acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to postage,
shareholder communications and recordkeeping, by virtue of having a single
shareholder account per Fund for the Accounts rather than having each Contract
owner as a shareholder. In consideration of the Administrative Services and
performance of all other obligations under this Agreement by the Company,
Distributor will pay the Company a fee (the "Administrative Services Fee") equal
to 25 basis points (0.25%) per annum of the average aggregate amount invested by
the Company in Class I shares of the Funds and 5 basis points (0.05%) per annum
of the average aggregate amount invested by the Company in Class II shares of
the VP Inflation Protection Fund under this Agreement. The payments received by
the Company do not constitute payment in any manner for investment advisory
services.
"(c) In consideration of performance of the Distribution Services specified
on EXHIBIT A by the Company, Distributor will pay the Company a fee (the
"Distribution Fee") of 25 basis points (0.25%) of the average aggregate amount
invested by the Company in Class II of the VP Inflation Protection Fund under
this Agreement.
"(d) For the purposes of computing the payments to the Company contemplated
by this SECTION 6, the average aggregate amount invested by the Company on
behalf of the Accounts in the Funds over a one month period shall be computed by
totaling the Company's aggregate investment (share net asset value multiplied by
total number of shares of the Funds held by the Company) on each Business Day
during the month and dividing by the total number of Business Days during such
month.
"(e) Distributor will calculate the amount of the payments 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 payments will be accompanied by a statement showing the calculation of
the amounts being paid by Distributor for the relevant months and such
other supporting data as may be reasonably requested by the Company and
shall be mailed to:
Jefferson National Life Insurance Company 000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxx,
XX 00000 Attn: Xxxxx Xxxxx Phone: 000-000-0000"
4. TERMINATION; WITHDRAWAL OF OFFERING. Section 12 is hereby deleted in its
entirety and the following paragraph is substituted in lieu thereof:
"12. TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated
by any party upon 180 days' prior written notice to the other party, or, on 60
days' written notice pursuant to a vote of a majority of the outstanding
securities of the Funds. Notwithstanding the above, each Issuer reserves the
right, without prior notice, to suspend sales of shares of any Fund, in whole or
in part, or to make a limited offering of shares of any of the Funds in the
event that (A) any regulatory body commences formal proceedings against the
Company, Distributor or any of the Issuers, which proceedings Distributor
reasonably believes may have a material adverse impact on the ability of the
Issuers or the Company to perform its obligations under this Agreement or (B) in
the judgment of Distributor, declining to accept any additional instructions for
the purchase or sale of shares of any such Fund is warranted by market, economic
or political conditions. Notwithstanding the foregoing, this Agreement may be
terminated immediately (i) by any party as a result of any other breach of this
Agreement by another party, which breach is not cured within 30 days after
receipt of notice from the other party, or (ii) by any party 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, (iii) by a vote of a
majority of the independent directors, or (iv) upon assignment by either party.
Termination of this Agreement shall not affect the obligations of the parties to
make payments under Section 3 for Orders received by the Company prior to such
termination and shall not affect the Issuers' obligation to maintain the
Accounts in the name of the Contracts or any successor of the Contracts.
Following termination, Distributor shall not have any Administrative Services
payment obligation to the Company (except for payment obligations accrued but
not yet paid as of the termination date)."
5. SUCCESSORS AND ASSIGNS. Section 18 is hereby deleted in its entirety and
the
following Section 18 is substituted in lieu thereof:
"18. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned and
will be terminated automatically upon any attempted assignment. This
Agreement shall be binding upon and inure to the benefit of both parties
hereto."
6. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict
between the terms of this Amendment and the Agreement, it is the intention of
the parties that the terms of this Amendment shall control and the Agreement
shall be interpreted on that basis. To the extent the provisions of the
Agreement have not been amended by this Amendment, the parties hereby confirm
and ratify the Agreement.
7. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
6. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 6 as
of the date first above written.
JEFFERSON NATIONAL LIFE AMERICAN CENTURY
INSURANCE COMPANY INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------- --------------------
Name: Xxxxx X. Xxxxxx Name: XXXXXXX X. XXXXX
--------------- ----------------
Title: General Counsel Title: PRESIDENT
--------------- ---------
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
Name- XXXXXXX X.XXXXX
---------------
Title: PRESIDENT
---------
EXHIBIT A
DISTRIBUTION SERVICES
Pursuant to the Agreement to which this is attached, the Company shall
perform distribution services for Class II shares of the Funds, including, but
not limited to, the following:
1. Receive and answer correspondence from prospective shareholders,
including distributing prospectuses, statements of additional
information, and shareholder reports.
2. Provide facilities to answer questions from broker dealers about Fund
shares.
3. Provide other reasonable assistance in connection with the
distribution of Fund shares.
AMENDMENT NO. 5 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 5 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is
effective as of July 31, 2003, by and between JEFFERSON NATIONAL LIFE INSURANCE
COMPANY (formerly known as Conseco Variable Insurance Company) (the "Company")
and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM"). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the
Agreement (defined below).
RECITALS
WHEREAS, the Company and ACIM are parties to that certain Fund
Participation Agreement dated April 30, 1997 as amended by Amendment No. 1 dated
November 15, 1997, Amendment No. 2 dated December 31, 1997, Amendment No. 3
dated January 13, 2000, and Amendment No. 4 dated February 9, 2001
(collectively, the "Agreement") in connection with the participation by the
Funds in Contracts offered by the Company; and
WHEREAS, the parties wish to supplement the Agreement as provided herein to
change the name of the Company and its Separate Accounts, as well as amend
pricing error information.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the Company and ACIM hereto agree as follows:
1. All references to "Conseco Variable Insurance Company" are hereby
changed to "Jefferson National Life Insurance Company", effective May 1,
2003. This change reflects the change in the Company's name from Conseco
Variable Insurance Company to Jefferson National Life Insurance Company.
2. Schedule A thereto is hereby modified by changing the names of the
existing asset sub-accounts from "Conseco Variable Annuity Accounts
C, E, F, G, H, I" and "Conseco Variable Account L" to "Jefferson National
Life Annuity Accounts C, E, F, G, H, I" and "Jefferson National Life
Account L" to that schedule, which shall read as follows:
SCHEDULE A
SEPARATE ACCOUNTS
- Jefferson National Life Annuity Account C
- Jefferson National Life Annuity Account E
- Jefferson National Life Annuity Account F
- Jefferson National Life Annuity Account G
- Jefferson National Life Annuity Account H
- Jefferson National Life Annuity Account I
- Jefferson National Life Account L
3. If American Century Investment Management, Inc. provides the
Insurance Company with materially incorrect share net asset value
information, the Separate Account(s) shall be entitled to an adjustment
to the number of shares purchased or redeemed to reflect the correct
share net asset value. Any material error in the calculation of the net
asset value per share, dividend or capital gain information shall be
reported promptly upon discovery to the Insurance Company. Furthermore,
American Century Investment Management, Inc. shall be liable for the
reasonable administrative costs incurred by the Insurance Company in
relation to the correction of any material error, provided such error is
attributable to American Century Investment Management, Inc.
Administrative costs shall include reasonable allocation of staff time,
costs of outside service providers, printing and postage. Non-material
errors will be corrected in the next Business Day's net asset value per
share.
4. All other terms of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
as of this date, July _________ 2003.
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
JEFFERSON NATIONAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: General Counsel
