XXX XXXXXX FUNDS INC.
SHAREHOLDER SERVICE AGREEMENT
This SHAREHOLDER SERVICE AGREEMENT ("Agreement") is made and entered into
as of this 1st day of May, 2008, by and between Xxx Xxxxxx Funds Inc. (the
"Distributor") and CUNA Mutual Insurance Society (the "Company").
WHEREAS, the Distributor is the principal underwriter of Xxx Xxxxxx Life
Investment Trust (the "Fund"), an open-end investment company that serves as an
investment vehicle for separate accounts established by insurance companies; and
WHEREAS, the Fund has entered into a participation agreement with 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; and
WHEREAS, the Fund has adopted a Service Plan, relating to Class II Shares
of the Portfolios (the "Service Plan"), as described in the Portfolios' Class II
Shares Prospectus and Statement of Additional Information; and
WHEREAS, although the Fund has also adopted a Distribution Plan pursuant
to Rule 12b-l under the Investment Company Act of 1940, as amended, relating to
Class II Shares of the Portfolios, any and all payments under this Agreement
will be made pursuant to the Service Plan and not pursuant to such Distribution
Plan; and
WHEREAS, the Service Plan authorizes the Distributor to enter into
shareholder service agreements (such as this Agreement) with organizations
selected by the Distributor (such as the Company) whereby the Distributor may
make payments to the Company at a specified rate in consideration of shareholder
services rendered.
NOW, THEREFORE, in consideration of their mutual promises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Distributor and the Company agree as follows:
1. The Distributor agrees to pay a fee to the Company with respect to
Class II Shares of a Portfolio, in accordance with Section 2 below, for
providing personal services to Contract owners and/or maintaining Contract
owners' accounts (the "Service Activities") as described in the Service Plan.
The Service Activities may include, without limitation: (a) responding to
customer inquiries; (b) providing information to customers with respect to their
investment in Class II Shares of a Portfolio; and (c) maintaining the aocount of
each client or customer who has an investment in Class II Shares of a Portfolio.
The Company acknowledges that it is responsible
for all costs and expenses associated with the provision of the Service
Activities hereunder.
2. Subject to the Company's continuing compliance with its obligations
pursuant to Section 1 above, the Distributor will pay a fee to the Company for
providing the Service Activities, during the term of the Participation
Agreement, at an annual rate of 0.25% of the average daily net assets invested
in Class II Shares of the then offered Portfolios under the Contracts identified
in the Participation Agreement (excluding all assets invested during the
guarantee (free look) periods available under the Contracts) (the "Service
Fee"). Payment will be made on a quarterly basis during the month following the
end of each quarter and shall be prorated for any portion of such period during
which this Agreement is in effect for less than the full quarter. The Service
Fee will be calculated based on the average daily net assets invested in Class
II Shares of the applicable Portfolio(s) under the Contracts over a quarter
(which shall be computed by totaling daily balances during the quarter and
dividing such total by the actual days in the quarter). The Distributor will not
be required to pay the Service Fee with respect to assets invested in Class II
Shares of a Portfolio upon the termination of the Service Plan with respect to
Class II Shares of the Portfolio or if, at any time, the fee payable by the Fund
under the Service Plan with respect to Class II Shares of the Portfolio is
reduced.
3. It is understood and agreed that the Distributor, acting reasonably
and in good faith, may make final and binding determinations as to the Company's
continuing compliance under Section 1 above and as to the specific amount of the
Company's assets invested in Class II Shares of the Portfolios that will be
considered in detemrining the Service Fee.
4. The Company and the Distributor acknowledge that the Fund maintains
the right, at any time and without.notice to the Company, to amend its current
Prospectus, Statement of Additional Information or the Service Plan subject to
the terms thereof.
5. 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 Service Activities, and will otherwise comply with all laws, rules
and regulations applicable to such Service Activities.
6. The Company agrees to provide copies of all historical records
relating to the ' Company's provision of the Service Activities in accordance
with this Agreement, and all written communications and other related materials
regarding the Fund or a Portfolio to or from Contract owners, as reasonably
requested by the Distributor or its representatives (which representatives may
include, without limitation, the auditors or legal counsel of the Fund or the
Distributor) to enable the Distributor, the Fund or their respective
representatives to monitor and review the Service Activities provided by the
Company, or comply with any request of the Board of Trustees or "disinterested"
Trustees of the Fund, or a governmental body or a self-regulatory organization^
7. The Company agrees that it will permit the Distributor, the Fund or
their respective representatives to have reasonable access to the Company's
personnel and records in
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order to facilitate the monitoring of the quality of the Service Activities.
8. The Company hereby agrees to notify the Distributor promptly if for
any reason it is unable to perform fully and promptly any of its obligations
under this Agreement.
9. This Agreement may be amended only by 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.
10. This Agreement may be executed simultaneously in counterparts, each of
which taken together shall constitute one and the same instrument.
11. The provisions, construction, validity and effect of this Agreement
will be construed in accordance with and governed by the laws of Delaware.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by its duly authorized
representative as of the date specified above.
CUNA MUTUAL INSURANCE SOCIETY
By: /s/ Xxxxx Xxxxxxxx
----------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
Tax ID:
---------------------------------
Company Address: 0000 Xxxxxxx Xxxxx Xxxx
Xxxx, Xxxxx, Xxx: Madison. Wisconsin 53703
XXX XXXXXX FUNDS INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
0 Xxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000-0000
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May 1, 2008
Xxx Xxxxxxxxx
CUNA Mutual Insurance Society
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Dear Xx. Xxxxxxxxx:
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 Class II Shares 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 (such as shareholder communication,
record keeping and postage expenses) are ones for which we, or our affiliates,
as investment adviser and administrator to the Fund, would otherwise bear the
cost directly.
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 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).
CUNA Mutual Insurance Society
May 1,200S
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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 Xxxxxxx at Xxx Xxxxxx Asset Management, 0 Xxxxxxxx
Xxxxx, Xxxxxxxx Xxxxxxx, XXxxxxx 00000.
Sincerely,
Xxx Xxxxxx Asset Mtanagement
By: /s/ Xxxxxx Xxxx
----------------------
Name: Xxxxxx Xxxx
Title: Managing Director
AGREED and ACCEPTED:
CUNA Mutual Insurance Society
BY: /s/ Xxxxx Xxxx
----------------------
Name: Xxxxx Xxxx
Title: SVP
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