Exhibit 3(b)(ii)
AMENDED AND RESTATED
SERVICING AGREEMENT
RELATED TO THE DISTRIBUTION AGREEMENT
BETWEEN CUNA MUTUAL INSURANCE SOCIETY AND
CUNA BROKERAGE SERVICES, INC.
FOR VARIABLE ANNUITY CONTRACTS
This Agreement is made effective as of this the 1st day of January, 2008 by and
between CUNA Mutual Insurance Society (CMIS), a mutual life insurance company
domiciled in the State of Iowa with its principal office located in Waverly,
Iowa, and CUNA Brokerage Services, Inc. (CUNA Brokerage), a registered
broker-dealer domiciled in the State of Wisconsin with its principal office
located in Waverly, Iowa.
WHEREAS, CUNA Mutual Life Insurance Company entered into a Servicing Agreement
for variable annuity contracts with CUNA Brokerage dated as of January 1, 1997,
pursuant to which the terms under which CUNA Brokerage would be compensated for
its services to CUNA Mutual Life Insurance Company as principal underwriter and
distributor for such company's variable annuity contracts were delineated;
WHEREAS, effective December 31, 2007, CUNA Mutual Life Insurance Company merged
with and into CMIS; and
WHEREAS, in light of the merger and certain changes to the business operations
of CMIS and CUNA Brokerage, the parties desire to amend this Servicing
Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. Payments to and on behalf of CUNA Brokerage shall be properly
reflected on the books and records maintained on behalf of CUNA
Brokerage by CMIS so as to be in compliance with applicable law and
regulations.
2. CMIS shall maintain payroll records (for the benefit of CUNA
Brokerage) which are consistent with its own payroll records kept in
the ordinary course of business. CMIS shall remit directly to the
proper taxing authorities all applicable payroll taxes and other
applicable sums to be deducted from compensation payable to registered
representatives of CUNA Brokerage. CMIS shall pay such compensation
and taxes out of the dealer concession described in Schedule A.
3. Schedule A is incorporated by reference into this Agreement for all
purposes as though set out in its entirety herein. When and if the
Schedule is amended, the amendments will be incorporated by reference
into this Agreement for all purposes; provided, however, that in the
event of a conflict between the provisions contained in the Schedule
and the provisions of this Agreement, the provisions of this Agreement
shall control.
IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused
this Agreement to be executed on behalf of their respective companies.
CUNA Mutual Insurance Society
BY: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
VP and Associate General Counsel
CUNA BROKERAGE SERVICES, INC.
BY: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
President
2
SCHEDULE A
1. CMIS shall pay to and on behalf of CUNA Brokerage, from the gross
premium CMIS receives from MEMBERS(R) Variable Annuity, as a dealer
concession: six percent (6%) if the purchaser of an annuity is between
the ages of zero (0) and seventy (70) years, five percent (5%) if the
purchaser is between the ages of seventy-one (71) and eighty (80)
years, and three and five-tenths percent (3.5%) if the purchaser is
age eighty-one (81) or older.
2. CMIS, on behalf of CUNA Brokerage, shall pay to registered
representatives of CUNA Brokerage the compensation specified in the
various agreements between the parties for products sold by such
registered representatives on behalf of CMIS.
3. CMIS will use any remaining dealer concession on behalf of CUNA
Brokerage by:
- Maintaining payroll records as described in paragraph 2 of this
Servicing Agreement;
- Performing the services described in Article 3 of the
Distribution Agreement between CMIS and CUNA Brokerage for
Variable Annuity Contracts; and
- Providing overhead support related to the distribution systems
specified in this Section 4.
This Schedule A is approved, effective as of this 1st day of January, 2008.
CUNA Mutual Insurance Society
BY: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
VP and Associate General Counsel
CUNA BROKERAGE SERVICES, INC.
BY: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
President
3
