EXECUTION VERSION
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
SELLING AGREEMENT
FOR ADVISOR CLASS SHARES OF
PIMCO VARIABLE INSURANCE TRUST
Dear Sirs:
We are the distributor of the Advisor Class shares of those series of PIMCO
Variable Insurance Trust set forth in Appendix A (collectively, the "Funds").
Shares are offered pursuant to the then-current prospectus, including any
supplements or amendments thereto, of each of the Funds (the "Prospectus"). To
the extent that a Prospectus contains provisions that are inconsistent with the
terms of this Agreement, the terms of the Prospectus shall be controlling. We
have the exclusive right to distribute shares of the Funds (the "Shares"). As
agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon
the following terms and conditions:
1. All sales of shares shall be made in conformity with that certain
Participation Agreement, by and among us, the Funds, and CUNA Brokerage
Services, Inc. (Insurance Company), dated as of May 1, 2008 ("Participation
Agreement"). To the extent that the Participation Agreement contains provisions
that are inconsistent with the terms of this Agreement, the terms of the
Participation Agreement shall be controlling, provided, however, that Section
5.1 of the Participation Agreement shall not be construed to prohibit the
payment of fees to CUNA Mutual Insurance Society (Insurance Company) ("You")
pursuant to Section 2 hereunder.
2. Certain of the Funds have adopted Distribution Plans ("Plans") pursuant to
which we, on behalf of each such Fund, will pay a fee to You equal, on an annual
basis, to 0.25% of the Funds' average daily net assets attributable to Your
variable annuity and variable life insurance contracts ("Fee") in accordance
with the provisions of the Plans. The provisions and terms of these Funds' Plans
are described in their respective Prospectuses, and you hereby agree that we
have made no representations to you with respect to the Plans of such Funds in
addition to, or conflicting with, the description set forth in their respective
Prospectuses.
3. We may prospectively increase or decrease the Fee, in our sole discretion, at
any time upon notice to You.
4. In consideration of the Fee, You acknowledge and agree that you shall perform
the following service (collectively, the "Series"):
a. print and mail prospectuses, supplements and shareholder reports for
prospective investors;
b. develop, print and mail advertisements, sales literature and other
promotional materials describing and/or relating to the Funds;
c. train sales personnel and conduct seminars and sales meetings designed
to promote the distribution of the shares of the Funds;
d. obtain information and provide explanations to wholesale and retail
distributors of Your variable insurance contracts regarding the
investment objectives and policies and other information about the
Funds, including the performance of the Funds;
e. compensate financial intermediaries for services performed and
expenses incurred in connection with the sale of shares of the Funds
through sales of Your variable insurance contracts;
f. finance any other activity that is primarily intended to result in the
sale of shares of the Funds;
g. teleservice support in connection with the Funds;
h. recordkeeping services;
i. provide support services, including providing information about the
Trust and the Funds and answering questions concerning the Trust and
the Funds, including questions respecting investors' interests in the
Funds;
j. provide and administer insurance features for the benefit of investors
in connection with the Funds;
k. receive, aggregate and forward purchase and redemption orders;
l. process dividend payments;
m. issue investor reports and transaction confirmations;
n. provide subaccounting services;
o. provide general account administration activities; and
p. provide such similar services as You may be reasonably request to the
extent You are permitted to do so under applicable statutes, rules or
regulations.
5. You may, at your expense, subcontract with any entity or person concerning
the provision of the Services contemplated hereunder; provided, however, that
You shall not be relieved of any of your obligations under this Agreement by the
appointment of such subcontractor and provided further, that You shall be
responsible, to the extent provided in Article 5 hereof, for all acts of such
subcontractor as if such acts were Your own.
6. You will provide such office space and equipment, telephone facilities, and
personnel (which may be any part of the space, equipment, and facilities
currently used in Your business, or any
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personnel employed by You) as may be reasonably necessary or beneficial in order
to provide such Services.
7. You and your employees will, upon request, be available during normal
business hours to consult with us concerning the performance of your
responsibilities under this Agreement. Upon our reasonable request, you will
provide to us a written report of the amounts expended under this Agreement and
a description of the purposes for which the expenditures are made.
8. In addition, You will furnish to the Trust or its designees such information
as the Trust or its designees may reasonably request (including, without
limitation, periodic certifications confirming the rendering of Services as
described herein), and will otherwise cooperate with us, the Trust and its
designees (including, without limitation, any auditors designated by the Trust),
in the preparation of reports to the Trust's Trustees' concerning this Agreement
and the monies paid, reimbursed, payable, or reimbursable pursuant hereto, the
Services provided hereunder and related expenses, and any other reports or
filings that may be required by law.
9. By written acceptance of this Agreement, You represent, warrant, and agree
that, to the extent required by law: (i) YOU have all necessary qualifications,
authorizations and/or registrations relating to Your participation in this
Agreement and the transactions contemplated hereby or relating to any activities
of any persons or entities affiliated with You performed in connection with the
discharge of its responsibilities under this Agreement; (ii) to the extent
required by law, You will provide to your customers a schedule of the services
You will perform pursuant to this Agreement and a schedule of any fees that You
may charge directly to Your customers for services You perform in connection
with investments in the Trust on Your customer's behalf; (iii) You will disclose
to your customers any and all compensation payable to You by your customers in
connection with the investment of their assets in the Trust, Your customers will
authorize all such compensation, and such compensation shall not result in an
excessive fee to You; and (iv) the arrangements provided for in this Agreement,
including, the compensation arrangements provided for in this Agreement, will be
timely disclosed, to the extent necessary or appropriate, by You to your
customers.
10. Each party to this Agreement hereby agrees to abide by and comply with all
applicable anti- money laundering laws and regulations including the Anti-Money
Laundering and Abatement Act and relevant provisions of the USA Patriot Act of
2001. Each party represents that it has established an Anti-Money Laundering
Program that complies with all material aspects of the USA Patriot Act of 2001
and other applicable anti-money laundering laws and regulations. Each party also
hereby agrees to take action to comply with any new or additional anti-money
laundering regulations. You certify that You have obtained and verified the
requisite information with respect to each investor on whose behalf You are
acting with respect to the Funds and, unless otherwise prohibited by applicable
law, You agree to notify us promptly whenever, with respect to any such
investor, You detect potential indications of any: (i) suspicious activity that
would require a broker/dealer or bank (as applicable) to file a suspicious
activity report or (ii) Office of Foreign Asset Control matches.
11. You agree to comply with all requirements applicable to You by reason of all
applicable laws, including federal and state securities laws, the rules and
regulations of the SEC, including, without limitation, all applicable
requirements of the 1933 Act, the Securities Exchange Act of
3
1934, and the Investment Advisers Act of 1940. You further agree to maintain all
records required by applicable law or otherwise reasonably requested by the
Trust relating to services provided pursuant to the terms of this Agreement.
12. You agree that under no circumstances shall the Trust be liable to You or
any other person under this Agreement as a result of any action by the
Securities and Exchange Commission affecting the operation or continuation of
the Plan.
13. We shall not be liable to You and You shall not be liable to us except for
acts or failures to act which constitute lack of good faith or negligence and
for obligations expressly assumed by any party hereunder. Nothing contained in
this Agreement is intended to operate as a waiver by You or by us of compliance
with any applicable law, rule, or regulation.
14. You will indemnify us and hold us harmless from any claims or assertions
relating to the lawfulness of our participation in this Agreement and the
transactions contemplated hereby or relating to any activities of any persons or
entities affiliated with you performed in connection with the discharge of its
responsibilities under this Agreement. If any such claims are asserted, we shall
have the right to manage its own defense, including the selection and engagement
of legal counsel of our choosing, and You shall bear all costs of such defense.
15. This Agreement will become effective with respect to each Fund on the date
of its acceptance by You. Unless sooner terminated with respect to any Fund,
this Agreement will continue with respect to a Fund until terminated in
accordance with its terms, provided that the continuance of the relevant Plan is
specifically approved at least annually in accordance with the terms of such
Plan.
16. This Agreement will automatically terminate with respect to a Fund in the
event of its assignment (as such term is defined in the 0000 Xxx) or upon
termination of the Plan. This Agreement may be terminated with respect to a Fund
by the Trust, by Us or by You, without penalty, upon sixty days' prior written
notice to the other parties and (unless terminated by the Trust) to the Trust.
This Agreement may also be terminated with respect to a Fund at any time without
penalty by the vote of a majority of the Independent Trustees (as defined in the
Plan) or a majority of the outstanding Shares of a Fund on sixty days' written
notice.
17. This Agreement may be modified or amended, and the terms of this Agreement
may be waived, only in writing with the consent of both parties. In this regard,
this Agreement may be amended by us (but not by You) at any time by mailing a
copy of a written amendment to You at the address shown below. In the absence of
written objection to such amendment, continued performance by You under this
Agreement shall constitute your consent to such written amendment.
18. All notices and other communications to any party or the Trust will be duly
given if mailed, telegraphed or telecopied to the appropriate address set forth
below, or at such other address as any party or the Trust may provide in writing
to the other parties and the Trust.
If to the Trust: PIMCO Variable Insurance Trust
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
4
If to the Company: CUNA Brokerage Services, Inc
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
If to Underwriter: Allianz Global Investors Distributors LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Xxxxxxxx, XX 00000
19. This Agreement supersedes any other agreement between us and You relating to
the services described herein in connection with a Fund's shares and relating to
any other matters discussed herein. All covenants, agreements, representations,
and warranties made herein shall be deemed to have been material and relied on
by each party and the Trust, notwithstanding any investigation made by any party
or on behalf of any party, and shall survive the execution and delivery of this
Agreement. The invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of any other term or provision
hereof. The headings in this Agreement are for convenience of reference only and
shall not alter or otherwise affect the meaning hereof. This Agreement may be
executed in any number of counterparts which together shall constitute one
instrument and shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the State of Delaware and shall bind
and inure to' the benefit of the parties hereto and the Trust and their
respective successors.
(THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK. THE SIGNATURE PAGE
FOLLOWS.)
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
Allianz Global Investors Distributors LLC
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Title: Managing Director
The foregoing Agreement is hereby accepted:
CUNA Mutual Insurance Society (STAMP)
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Title: Vice President
Date: 3/26/08
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SCHEDULE A
TO THE SELLING AGREEMENT
[DATE]
The following Advisor Class Portfolios of the Fund include any currently offered
Portfolio (listed below) as well as any Portfolio of the Fund hereinafter
created.
All Asset Portfolio
All Asset All Authority Portfolio
CommodityRealReturn Strategy Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Global Bond Portfolio (Unhedged)
High Yield Portfolio
Low Duration Portfolio
Real Return Portfolio
RealEstateRealReturn Strategy Portfolio
StocksPLUS(R) Total Return Portfolio
Total Return Portfolio
