Amendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Kansas City Life Insurance Company
Amendment
to Participation Agreement
Franklin
▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin/▇▇▇▇▇▇▇▇▇
Distributors, Inc.
Kansas
City Life Insurance Company
Franklin
▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the “Trust”), Franklin/▇▇▇▇▇▇▇▇▇
Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or
“us”), Kansas City Life Insurance Company (the “Company” or “you”), on your
behalf and on behalf of certain Accounts, have previously entered into a
Participation Agreement dated May 1, 2000, as amended (the “Agreement”). The
parties now desire to amend the Agreement by this amendment (the
“Amendment”).
Except as
modified hereby, all other terms and conditions of the Agreement shall remain in
full force and effect. Unless otherwise indicated, the terms defined in the
Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree to amend the Agreement as follows:
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1.
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Section
1 and Section 2.2.1 are hereby each amended to reflect that Franklin
▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the “Trust”) is organized as
a statutory trust under the laws of the State of Delaware, effective as of
May 1, 2007.
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2.
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Section
3.1.3 is amended and restated in its entirety as
follows:
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“3.1.3 We
agree that shares of the Trust will be sold only to: (i) life insurance
companies which have entered into fund participation agreements with the Trust
(“Participating Insurance Companies”) and their separate accounts or to
qualified pension and retirement plans in accordance with the terms of the
Shared Funding Order; and (ii) investment companies in the form of funds of
funds. No shares of any Portfolio will be sold to the general
public.”
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3.
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Section
5.2 is amended and restated in its entirety as
follows:
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“5.2 If
and to the extent required by law, you shall: (i) solicit voting instructions
from Contract owners; (ii) vote the Trust shares in accordance with the
instructions received from Contract owners; and (iii) vote Trust shares owned by
subaccounts for which no instructions have been received from Contract owners in
the same proportion as Trust shares of such Portfolio for which instructions
have been received from Contract owners; 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. You reserve the right to vote Trust
shares held in any Account in your own right, to the extent permitted by
law.”
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4.
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All
other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
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IN
WITNESS WHEREOF, each of the parties has caused its duly authorized officers to
execute this Amendment effective as of June 5, 2007.
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The
Trust:
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FRANKLIN
▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE PRODUCTS TRUST
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Only
on behalf of each Portfolio listed on Schedule C of the
Agreement.
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By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Assistant
Vice President
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The
Underwriter:
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FRANKLIN/▇▇▇▇▇▇▇▇▇
DISTRIBUTORS, INC.
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇
▇▇▇▇▇▇
Title: Senior
Vice President
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The
Company:
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KANSAS
CITY LIFE INSURANCE COMPANY
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By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
Title:
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