EX-99.H.4.A 3 c55537bpexv99whw4wa.htm EX-99.H.4.A exv99whw4wa
Exhibit h.(4)(a)
NOVATION AGREEMENT
          THIS NOVATION AGREEMENT (this “Agreement”), dated as of the Effective Time (as defined herein), by and among American Century Investment Services, Inc., the distributor (“Distributor”) of the American Century family of mutual funds (the “Funds”), American Century Services, LLC, the transfer agent (“Transfer Agent”) of the Funds, and COUNTRY Investors Life Assurance Company, (“Company”).
RECITALS
          WHEREAS, Distributor, Transfer Agent and Company are parties to a certain Dealer/Agency Agreement, Services Agreement, or other agreement with respect to the Funds as listed on Exhibit A (such agreement, together with all exhibits, schedules, amendments, modifications, restatements, or other supplements thereto, and any other documents executed or delivered in connection therewith, the “Original Agreement”);
          WHEREAS, according to its terms and as required by the Investment Company Act of 1940, as amended (the “Act”), the Original Agreement was automatically terminated on February 16, 2010 (“Termination Date”) as a result of a deemed assignment of the Original Agreement by the Distributor;
          WHEREAS, Distributor, Transfer Agent and Company all wish to enter into a new agreement on the same terms as the Original Agreement, effective as of the Termination Date; and
          WHEREAS, the parties intend that this Agreement act as a novation, pursuant to which (i) the Original Agreement between the parties was terminated on and as of the Effective Time (as defined below) on the Termination Date and (ii) a new agreement will be formed by and between the parties, on precisely the same terms as the Original Agreement.
          NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), and intending to be legally bound, the parties agree as follows:
               (1)      At 12:00 a.m. Eastern Time on the Termination Date (the “Effective Time”) a new agreement shall be deemed to have been formed by and between Distributor, Transfer Agent and Company on the same terms as the Original Agreement.
               (2)      This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Once each party to this Agreement has executed a copy of this Agreement, this Agreement shall be considered fully executed and effective, nothwithstanding that all parties have not executed the same copy.
          IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the Effective Time.
COUNTRY Investors Life Assurance Company
(Intermediary Name)
                     
By:
Name:
            /s/ Robert J. McDade
 
Robert J. McDade
               
Title:
  Vice President                
Date:
  03/25/2010                
 
                   
AMERICAN CENTURY INVESTMENT SERVICES, INC.       AMERICAN CENTURY SERVICES, LLC    
 
                   
By:
Name:
            /s/ Cindy A. Johnson
 
Cindy A. Johnson
      By:
Name:
            /s/ Janet A. Nash
 
Janet A. Nash
   
Title:
  Vice President, National Accounts       Title:   Vice President, Associate General Counsel    
Date:
  February 23, 2010       Date:   February 23, 2010    

 


 

EXHIBIT A
ORIGINAL AGREEMENTS
Participation Agreement dated 11/11/03, as amended
Shareholder Services Agreement dated 11/11/03, as amended
Distribution Services Agreement dated 11/3/08