[PHOTO OF XXX XXXXXX INVESTMENTS] Xxx Xxxxxx Funds Inc.
0 Xxxxxxxx Xxxxx, Xxxxx 000
P.O. Box 0000
Xxxxxxxx Xxxxxxx, XX 00000-5555
January 1,2009
Xxxxx Xxxxxxxx
CUNA Mutual Insurance Society
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Dear Xx. Xxxxxxxx:
As you know, we have entered into a participation agreement among Xxx Xxxxxx
Life Investment Trust (the "Fund"), Xxx Xxxxxx Funds Inc., Xxx Xxxxxx Asset
Management and CUNA Mutual Insurance Society (the "Company"), dated May 1, 2008,
as may be amended from time to time (the "Participation Agreement"), providing
for the purchase by the Company of shares of certain series of the Fund
("Portfolios") on behalf of its separate account(s) to fund certain variable
life and annuity contracts ("Contracts"), each as specified in the Participation
Agreement.
As consideration for various fund-related administrative services that the
Company will provide in connection with the issuance of the Contracts
("Administrative Services"), we will pay to the Company, during the term of the
Participation Agreement, an annual fee of 0.10% of the average daily net assets
invested in the Class I Shares and the Class II Shares, as applicable, of the
then offered Portfolios under the Contracts identified in the Participation
Agreement (excluding all assets received during the guarantee (free look)
periods from Contract holders that exercise their free look rights under the
Contracts). We acknowledge that the Administrative Services to be provided by
the Company are ones for which we, or our affiliates, as investment adviser and
administrator to the Fund, would otherwise bear the cost directly. Such
Administrative Services may include the following: (1) furnishing necessary
personnel and facilities to establish and maintain accounting records for
Contract holders; (2) receiving, aggregating and processing Contract holders'
orders; (3) providing and maintaining elective Contract holders' services such
as preauthorized investment and/or redemption plans; (4) furnishing Contract
holders prospectuses, proxy statements, annual and semiannual reports to
shareholders and other communications; (5) servicing Contract holders, including
answering questions and handling correspondence from Contract holders; (6)
reporting and withholding federal and state income tax related to Contract
holders' accounts; and (7) providing such other assistance and services as may
be reasonably requested by the Fund
CUNA Mutual Insurance Society
January 1,2009
Payment will be made on a quarterly basis during the month following the end of
each calendar quarter and shall be prorated for any portion of such period
during which this letter agreement is in effect for less than the full quarter.
The fee will be calculated based on the average daily net assets invested in
Class I Shares and the Class II Shares of the applicable Portfolio(s) under the
Contracts over a calendar quarter (which shall be computed by totaling daily
balances during the quarter and dividing such total by the actual days in the
quarter).
The Company represents and agrees that it will maintain and preserve all records
as required by law to be maintained and preserved in connection with providing
the Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to such services. The Company further agrees to provide
copies of any such records maintained and preserved, as reasonably requested by
us or our representatives, to enable us or the Fund to monitor and review the
Administrative Services provided by the Company, or comply with any request of
the Board of the Fund, or a governmental body or a self-regulatory organization.
This letter agreement may be executed simultaneously in counterparts, each of
which taken together shall constitute one and the same instrument. In addition,
this letter agreement may be amended only upon mutual consent of the parties
hereto in writing and will terminate: (i) upon mutual agreement of the parties
hereto, (ii) upon thirty (30) days advance written notice by either party
delivered to the other party, or (iii) automatically upon the termination of the
Participation Agreement.
If you agree to the foregoing, please sign the enclosed copies of this letter
and return them to Xxxxxx X. Xxxxxxxxx, c/x Xxxxxx Xxxxxxx Investment Management
Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
Xxx Xxxxxx Asset Management
By: /s/ Xxxxxx Xxxx
----------------------
Name: Xxxxxx Xxxx
Title: Managing Director
AGREED and ACCEPTED:
CUNA Mutual Insurance Society
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President - Asset Accumulation Products
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