DISTRIBUTION SERVICES AGREEMENT
CUNA Brokerage Services, Inc. ("CBSI") and Invesco Aim Distributors,
Inc. ("Distributor") (collectively, the "Parties") mutually agree to the
arrangements set forth in this Distribution Services Agreement (this
"Agreement") dated April 9, 2008.
WHEREAS, Distributor is the principal underwriter to AIM Variable
Insurance Funds (the "Fund"); and
WHEREAS, Distributor has entered into an First Amended and Restated
Master Distribution Agreement, dated July 16, 2001, with the Fund (the "Master
Agreement"); and
WHEREAS, the Fund has adopted a Master Distribution Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "Plan"), and has
created a class of shares designated "Series II shares," which are subject to
the Plan; and
WHEREAS, Distributor has agreed to provide, or arrange to provide,
certain distribution services, including such services as may be requested by
the Fund's Board of Trustees from time to time, in connection with the Series
II shares ("Fund shares"); and
WHEREAS, CBSI is the distributor of variable life insurance policies
and/or variable annuity issued by CUNA Mutual Insurance Society ("CMIS")
contracts (collectively, the "Contracts"); and
WHEREAS, CMIS, CBSI has entered into a participation agreement, dated
October 1, 2002, as amended, (the "Participation Agreement") with the Fund,
pursuant to which the Fund has agreed to make shares of certain of its
portfolios ("Portfolios") available for purchase by one or more of CBSI's
separate accounts or divisions thereof (each, a "Separate Account"), in
connection with the allocation by Contract owners of purchase payments to
corresponding investment options offered under the Contracts; and
WHEREAS, CBSI and Distributor expect that the Fund and its Portfolios
can derive certain benefits from CBSI's performance of the distribution services
listed on Schedule A hereto for the Fund in connection with the Contracts issued
by CBSI; and
WHEREAS, CBSI has no contractual or other legal obligation to perform
such distribution services, other than pursuant to this Agreement and the
Participation Agreement; and
WHEREAS, CBSI desires to be compensated for providing such distribution
services; and
WHEREAS, Distributor desires to retain the distribution services of
CBSI and to compensate CBSI for providing such distribution services;
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. DISTRIBUTION SERVICES; PAYMENTS THEREFOR.
(a) CBSI shall provide the distribution services set out in Schedule A,
attached hereto and made a part hereof, as the same may be amended from time to
time. For such services, Distributor agrees to pay to
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CBSI a quarterly fee (the "Distribution Fee") equal to 0.25% of the average
daily net assets of the Fund attributable to the Contracts issued by CBSI.
(b) Distributor shall calculate the Distribution Fee at the end of each
calendar quarter and will make such payment to CBSI, without demand or notice by
CBSI, within 30 days thereafter, in a manner mutually agreed upon by the Parties
from time to time.
(c) From time to time, the Parties shall review the Distribution Fee to
determine whether it exceeds or is reasonably expected to exceed the incurred
and anticipated costs, over time, of CBSI. The Parties agree to negotiate in
good faith a reduction to the Distribution Fee as necessary to eliminate any
such excess or as necessary to reflect a reduction in the fee paid by the Fund
to Distributor pursuant to the Plan.
SECTION 2. NATURE OF PAYMENTS.
The Parties to this Agreement recognize and agree that Distributor's
payments hereunder are for distribution services only and do not constitute
payment in any manner for investment advisory services or for administrative
services, and are not otherwise related to investment advisory or administrative
services or expenses, recognizing that CBSI may have contracted separately with
AIM Advisors, Inc., to provide administrative services to the Fund. CBSI
represents and warrants that the fees to be paid by Distributor for services to
be rendered by CBSI pursuant to the terms of this Agreement are to compensate
the CBSI only for providing distribution services to the Fund, do not reimburse
or compensate CBSI for providing distribution services with respect to the
Contracts or any Separate Account, and are not duplicative of any services that
CBSI provides to the Fund pursuant to any administrative services or other
agreement.
SECTION 3. REPORTS.
CBSI acknowledges that Distributor is obligated to provide to the
Fund's Board of Trustees, at least quarterly, a written report of the amounts
expended pursuant to the Plan and this Agreement and the purposes for which such
expenditures were made. Accordingly, CBSI agrees to provide Distributor with
such assistance as Distributor may reasonably request so that Distributor can
report such information to the Fund's Board in a timely manner. CBSI
acknowledges that such information and assistance shall be in addition to the
information and assistance required of CBSI pursuant to the Fund's mixed and
shared funding SEC exemptive order, described in the Participation Agreement.
CBSI further agrees to provide Distributor with such assistance as
Distributor may reasonably request with respect to the preparation and
submission of reports and other documents pertaining to the Fund to appropriate
regulatory bodies and third party reporting services.
SECTION 4. TERM AND TERMINATION.
(a) This Agreement shall continue in effect for a period of more than
one year from the date of its execution only so long as such continuance is
specifically approved by a vote of the Board of Trustees of the Fund, and of the
Trustees who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan, cast in person at a meeting called for the purpose of
voting on the Plan or agreements.
(b) Any Party may terminate this Agreement, without the payment of any
penalty, on not more than 60 days' written notice to the other Party. This
Agreement may be terminated at any time by a vote of a majority of the members
of the Board of Trustees of the Fund who are not interested persons of the Fund
and
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have no direct or indirect financial interest in the operation of the Plan or
any agreements related to the Plan or by a vote of a majority of the outstanding
voting securities of the Fund.
(c) This Agreement shall automatically terminate in the event of its
assignment.
SECTION 5. AMENDMENT; ENTIRE AGREEMENT.
This Agreement may be amended upon mutual agreement of the Parties in
writing. However, the Parties recognize that the Plan that this Agreement
implements may not be amended to increase materially the amount to be spent for
distribution without shareholder approval and that all material amendments of
the Plan must be approved by a vote of the Board of Trustees of the Fund, and
of the Trustees who are not interested persons of the Fund and have no direct
or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting the Plan or agreements. This Agreement, together with
Schedule A hereto, constitutes the sole agreement between the Parties regarding
the distribution services listed on Schedule A hereto.
SECTION 6. NOTICES.
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered:
CUNA BROKERAGE SERVICES, INC.
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Facsimile:
Attention: Legal Division
INVESCO AIM DISTRIBUTORS, INC.
00 Xxxxx xxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000)000-0000
Attention: Xxxxx X. Xxxxxxxx, Esq.
SECTION 7. MISCELLANEOUS.
(a) Successors and Assigns. This Agreement shall be binding upon the
Parties and their transferees, successors and permitted assigns. The benefits of
and the right to enforce this Agreement shall accrue to the Parties and their
transferees, successors and assigns.
(b) Intended Beneficiaries. Nothing in this Agreement shall be
construed to give any person or entity other than the Parties, as well as the
Fund, any legal or equitable claim, right or remedy. Rather, this Agreement is
intended to be for the sole and exclusive benefit of the Parties, as well as the
Fund.
(c) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall together constitute
one and the same instrument.
(d) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of Delaware without reference
to the conflict of law principles thereof.
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(e) Severability.
(i) This Agreement shall be severable as it applies to each
Fund Portfolio, and action on any matter shall be taken separately for each Fund
Portfolio affected by the matter.
(ii) If any portion of this Agreement shall be found to be
invalid or unenforceable by a court or tribunal or regulatory agency of
competent jurisdiction, the remainder shall not be affected thereby, but shall
have the same force and effect as if the invalid or unenforceable portion had
not been inserted.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date of first above written.
CUNA BROKERAGE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------
Title: VP & Associate General Counsel
--------------------------------
INVESCO AIM DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
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SCHEDULE A
DISTRIBUTION SERVICES FOR AIM
VARIABLE INSURANCE FUNDS
CBSI shall provide certain distribution services that are primarily
intended to result in the sale of Fund shares, as set forth below. This
Schedule, which may be amended from time to time as mutually agreed upon by CBSI
and Distributor, constitutes an integral part of the Agreement to which it is
attached. Capitalized terms used herein shall, unless otherwise noted, have the
same meaning as the defined terms in the Agreement to which this Schedule
relates.
Distribution services shall include without limitation:
a) The development, preparation, printing and distribution of
advertisements and sales literature and other promotional materials
describing and/or relating to the Fund;
b) Training sales personnel regarding the Fund;
c) Organizing and conducting seminars and sales meetings designed to
promote the distribution of Fund shares;
d) Compensating financial intermediaries and broker-dealers to pay or
reimburse them for their services or expenses in connection with the
distribution of variable annuity and variable life insurance contracts
investing directly in Fund shares; and
e) Compensating sales personnel in connection with the allocation of
cash values and premium of variable annuity and variable insurance
contracts to investments in Fund shares.
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