Exhibit 3(b)(ii)
AMENDED AND RESTATED
SERVICING AGREEMENT
RELATED TO THE DISTRIBUTION AGREEMENT
BETWEEN CUNA MUTUAL INSURANCE SOCIETY AND CUNA BROKERAGE SERVICES, INC.
FOR VARIABLE UNIVERSAL LIFE CONTRACTS
This Agreement is made effective as of this 1st day of January, 2008 by and
between CUNA Mutual Insurance Society (CMIS), a mutual life insurance company
domiciled in the State of Iowa with its principal office located in Waverly,
Iowa, and CUNA Brokerage Services, Inc. (CUNA Brokerage), a registered
broker-dealer domiciled in the State of Wisconsin with its principal office
located in Waverly, Iowa.
WHEREAS, CUNA Mutual Life Insurance Company (formerly known as Century Life of
America) entered into a Servicing Agreement for variable universal life
contracts with CUNA Brokerage dated as of January 1, 1996, pursuant to which the
terms under which CUNA Brokerage would be compensated for its services to CUNA
Mutual Life Insurance Company as principal underwriter and distributor of such
company's variable universal life contracts were delineated;
WHEREAS, effective December 31, 2007, CUNA Mutual Life Insurance Company merged
with and into CMIS; and
WHEREAS, in light of the merger and certain changes to the business operations
of CMIS and CUNA Brokerage, the parties desire to amend this Servicing
Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. Payments to and on behalf of CUNA Brokerage shall be properly reflected on
the books and records maintained on behalf of CUNA Brokerage by CMIS, so as
to be in compliance with applicable law and regulation.
2. CMIS shall maintain payroll records (for the benefit of CUNA Brokerage)
which are consistent with its own payroll records kept in the ordinary
course of business. CMIS shall remit directly to the proper taxing
authorities all applicable payroll taxes and other applicable sums to be
deducted from compensation payable to registered representatives of CUNA
Brokerage. CMIS shall pay such compensation and taxes out of the dealer
concession described in Schedule A.
3. Schedule A is incorporated by reference into this Agreement for all
purposes as though set out in its entirety herein. When and if Schedule A
is amended, the amendments will be incorporated by reference into this
Agreement for all purposes; provided, however, that in the event of a
conflict between the provisions contained in the Schedule and the
provisions of this Agreement, the provisions of this Agreement shall
control.
IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused
this Agreement to be executed on behalf of their respective companies.
CUNA Mutual Insurance Society
BY: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
VP and Associate General Counsel
CUNA BROKERAGE SERVICES, INC.
BY: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
President
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SCHEDULE A
1. CMIS shall pay to and on behalf of CUNA Brokerage, from the gross premium
CMIS receives from MEMBERS(R) Variable Universal Life, as a dealer
concession:
(1) First Policy Year: One hundred five percent (105%) of the premium
received up to the Minimum Premium and seven and three tenths percent
(7.3%) of any premium in excess of the Minimum Premium. The Minimum
Premium is the minimum annual amount that, if paid each year for the
first three years, will keep the No-Lapse Guarantee in effect for that
time. The Minimum Premium is recorded on the specifications page of
each Policy. The No-Lapse Guarantee is described in the Policy
prospectus.
(2) Second Through Tenth Policy Years: Five percent (5%) of premium
received each year up to and including the tenth policy year.
(3) Increase in Specified Amount: The amount of Minimum Premium will be
determined as though a new policy had been issued for the amount of
the increase, except that the monthly policy fee will not be included
in the Minimum Premium calculation. The amount of the dealer
concession is as described above under "First Policy Year" and "Second
Through Tenth Policy Years."
2. CMIS, on behalf of CUNA Brokerage, shall pay to registered representatives
of CUNA Brokerage the compensation specified in the various agreements
between the parties for products sold by such registered representatives on
behalf of CMIS.
3. CMIS will use any remaining dealer concession on behalf of CUNA Brokerage
by:
- maintaining payroll records as described in paragraph 2 of this
Servicing Agreement;
- performing the services described in Article 3 of the Distribution
Agreement between CMIS and CUNA Brokerage for Variable Universal Life
Contracts; and
- providing overhead support related to the distribution systems
specified in this Section 3.
This Schedule A is approved, effective as of this 1st day of January, 2008.
CUNA Mutual Insurance Society
BY: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Suleskic
VP and Associate General Counsel
CUNA BROKERAGE SERVICES, INC.
BY: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
President
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