Exhibit 1.A.(8): Form of Participation Agreement
United Investors Life Insurance Company
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
VARIABLE ACCOUNTS
TMK/United Funds, Inc. (hereinafter TMK) is a Maryland corporation registered
with the Securities and Exchange Commission under the Investment Company Act of
1940 (the Act) as a management class, open-end, diversified investment company.
It offers its shares exclusively to insurance companies as the investment
vehicles for variable life and variable annuity policies. TMK has authorized
four classes of shares each of which is a separate fund (Portfolio) being: Money
Market Portfolio, Bond Portfolio, High Income Portfolio and Growth Portfolio.
You have advised TMK that you are sponsoring two variable accounts, United
Investors Life Variable Account and United Investors Annuity variable Account,
each of which is an investment company organized and registered with the
Securities and Exchange Commission as a unit investment trust under the Act
hereinafter collectively, the Trust). You advised that you wish to arrange for
the acquisition of TMK's shares as the exclusive funding medium for each of the
Trusts. TMK agrees to make the shares of its four Portfolios available to you
for said purposes subject to the following terms and conditions:
1. TMK will sell its shares directly to you and on request redeem its
shares at the time and prices specified in its then current prospectus and
Statement of Additional Information (SAI) for the purposes of funding the
investment divisions of the two Trusts as is more particularly set forth in the
Trusts' then current prospectuses.
2. (a) Payment for shares in investable funds shall be due on issuance of
shares.
(b) TMK will make payment on redemption off it's shares as stated in its
prospectus and SAI.
(c) Purchases and redemptions of shares of the same Portfolio on the same
day may be netted so as to result in a single purchase or single redemption for
the day.
(d) Shares of one Portfolio may be exchanged for shares of another
Portfolio by redemption of shares of a particular Portfolio and the immediate
purchase of shares of the other Portfolio. On your request, TMK will effect such
exchanges by transfer of monies from one Portfolio to the other as appropriate.
(e) All dividends and capital gains distributions shall be reinvested in
additional shares.
3. TMK will furnish you with adequate number of copies of its Annual and Semi-
annual Reports to Shareholders and TMK's proxy material for shareholder meetings
as you may request for furnishing to the policyowners and will reimburse you for
your expenses in mailing the reports and proxy materials to the policyowners
including return postage with respect to the voting of proxy cards. With TMK's
prior consent, you may include additional items in the mailing of TMK's Reports
to Shareholders provided any extra costs are paid by you.
4. You shall vote the shares held by the policyholders as set forth in the
Trusts' prospectuses and any SAI's.
5. TMK will furnish you with a copy of its current prospectus and SM and all
amendments thereto. You shall print and reproduce at your expense such copies
thereof as you may desire with respect to the distribution of interests in the
Trusts. You may use TMK's shareholder reports in the distribution process.
Copies of the Reports will be furnished for such purpose as you request at your
expense.
6. The foregoing, notwithstanding, TMK shall not engage directly or indirectly
in financing any activity which is primarily intended to result in the sale of
its shares issued by it.
7. Indemnification
A. TMK agrees with you for your benefit and each person, if
any, who controls you within the meaning of Section 15 of the Securities Act of
1933 (the "securities Act") and each and all and any of them, to indemnifv and
hold you harmless and any such controlling person from and against any and all
losses, claims, damages or liabilities, joint or several, to which your they or
any of them may become subject under the Securities Act, under any other
statute, at common law or otherwise, and to reimburse you and such controlling
persons, if any, for any legal or other expenses (including the cost of any
investigation and preparation) reasonably incurred by you, them or any of them
in connection with any litigation whether or not resulting in any liability,
insofar as such losses, claims, damages, liabilities or litigation arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or any prospectus or any amendment
thereof or supplement thereto or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however,
that this indemnity agreement shall not apply to amounts paid in settlement of
any such litigation if such settlement is effected without the consent of TMK or
to any such losses, claims, damages, liabilities or litigation arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus or any amendment thereof
or supplement thereto, or arising out of or based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which statement or
omission was made in reliance upon information furnished in writing to TMK by
you for inclusion in any registration statement or any prospectus or any
amendment thereof or supplement thereto. You and each such controlling person
shall promptly, after the complaint shall have been served upon you or such
controlling person in any litigation against you or controlling person in
respect of which indemnity may be sought from TMK on account of its agreement
contained in this paragraph, notify TMK in writing of the commencement thereof.
Your omission or such controlling person so to notify TMK of any such litigation
shall relive TMK from any liability which it may have to you or such controlling
person on account of the indemnity agreement contained in this paragraph but
shall not relieve TMK if from
any liability which it may have to you or controlling person otherwise than on
account of the indemnity agreement contained in this paragraph. In case any such
litigation shall be brought against you or any such controlling person and you
or such controlling person shall notify TMK of the commencement thereof, TMK
shall be entitled to participate in (and, to the extent that it shall wish, to
direct) the defense thereof at its own expense but such defense shall be
conducted by counsel of good standing and satisfactory to you or such
controlling person or persons, defendant or defendants in the litigation. The
indemnity agreement of TMK contained in this paragraph shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of you or any such controlling person and shall survive any delivery of
shares of TMK. TMK agrees to notify you promptly of the commencement of any
litigation or proceeding against it or any of its officers or directors of which
it may be advised in connection with the issue and sale of its shares.
B. Anything herein to the contrary notwithstanding TMK's agreement
in the foregoing, insofar as it constitutes a basis for reimbursement by TMK for
liabilities (other than payment by TMK of expenses incurred or paid in the
successful defense of any action, suit or proceeding) arising under the
Securities Act, shall not extend to the extent of any interest therein of any
person who is deemed to be an underwriter or a partner or controlling person of
an underwriter within the meaning of Section 15 of the Securities Act or who, at
the date of this Agreement, is a director of TMK, except to the extent that an
interest of such character shall have been determined by a court of appropriate
jurisdiction the question of whether or not such interest is against public
policy as expressed in the Securities Act.
C. You agree to indemnify and hold harmless TMK and its directors
and such officers as shall have signed any registration statement from and
against any and all losses, claims, damages or liabilities, joint or several, to
which TMK or such directors or officers may become subject under the Securities
Act, under any other statute, at common law or otherwise, and will reimburse TMK
or such directors or officers for any legal or other expenses (including the
cost of any investigation and preparation) reasonably incurred by it or them or
any of them in connection with any litigation, whether or not resulting in any
liability insofar as such losses, claims, damages, liabilities or litigation
arise out of, or are based upon, any untrue statement or alleged omission to
state therein a material tact required to be stated therein or necessary to make
the statements therein not misleading, which statement or omission was made in
reliance upon information furnished in writing to TMK by you far inclusion in
any registration statement or any prospectus, or any amendment thereof or
supplement thereto, or which statement was made in, or the alleged omission was
from, any advertising or sales literature (including any reports to shareholders
used as such which relate to TMK.
You shall not be liable for amounts paid in settlement of any such
litigation if such settlement was effected without its consent. TMK and its
directors and such officers, defendant or defendants, in any such litigation
shall, promptly after the complaint shall have been served upon TMK or any such
director or officer in any litigation against TMK or any such director or
officer in respect of which indemnity may be sought from TMK on account of its
agreement contained in this paragraph, notify you in writing of the commencement
thereof. The omission of TMK or such director or officer so to notify you of any
such litigation shall relieve you from any liability which it may have to TMK or
such
director or officer on account of the indemnity agreement contained in this
paragraph, but shall not relieve you from any liability which it may have to TMK
or such director or officer otherwise than on account of the indemnity agreement
contained in this paragraph. In case any such litigation shall be brought
against TMK or any such officer or director and notice of the commencement
thereof shall have been given to you, you shall be entitled to participate in
(and, to the extent that it shall wish, to direct) the defense thereof at its
own expense, but such defense shall be conducted by counsel of good standing and
satisfactory to TMK. The indemnity agreement of TMK contained in this paragraph
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of TMK and shall survive any delivery of
shares of TMK You agree to notify TMK promptly of the commencement of any
litigation or proceeding against you or any of your officers or directors or
against any such controlling person of which you may be advised, in connection
with the issue and sale of TMK.
D. Notwithstanding any provision contained in this Agreement, no
party hereto and no person or persons in control of any party hereto shall be
protected against any liability to TMK or its security holders, including
beneficial owners or its security to which they would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of their duties or by reason of their reckless disregard of their obligations
and duties under this Agreement.
8. TMK will make shares available and otherwise carry out the terms
of this Agreement until the Trusts are terminated; provided, however, it will
have no obligation to issuance of shares other than for purposes of exchange
among Portfolios and reinvestment of dividends and distribution, should the
registration of the Trust securities under the Securities Act of 1933 terminate.
TMK agrees to use its best efforts to keep an adequate number of shares at all
times authorized, but it will not be required to issue its shares if all TMK
shares be issued and outstanding TMK will be relieved of responsibility
hereunder for issuing shares by reason of any governmental rule, regulation or
order or order of court of any competent jurisdiction or when for reasons beyond
its control, it is unable to issue such shares.
If the foregoing is in accordance with your understanding of our Agreement,
please execute your acceptance hereof on the duplicates hereto enclosed for that
purpose and return one copy to TMK/United Funds, Inc., whereupon this shall
become a binding Agreement between you and TMK/United Funds, Inc.
TMK/United Funds, Inc.
By:
Vice President
Accepted this _____ Day of______, 1987.
United Investors Life Insurance Company
By: Authorized Signature
