EXHIBIT 3(a)(ii)
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
BETWEEN CUNA MUTUAL INSURANCE SOCIETY AND
CUNA BROKERAGE SERVICES, INC. FOR VARIABLE ANNUITY CONTRACTS
THIS AGREEMENT is made effective as of the 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 entered into a Distribution
Agreement for variable annuity contracts with CUNA Brokerage dated as of January
1, 1997, pursuant to which the terms under which CUNA Brokerage would serve as
principal underwriter and distributor for the variable annuity contracts of CUNA
Mutual Life Insurance Company were delineated;
WHEREAS, effective December 31, 2007, CUNA Mutual Life Insurance Company merged
with and into CMIS; and
WHEREAS, in light of the merger, the parties desire to amend the Distribution
Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
ARTICLE 1
APPOINTMENT
1.1 CMIS appoints CUNA Brokerage to be the principal underwriter and
distributor for all of CMIS's variable annuity contracts which require
distribution under the auspices of a registered broker-dealer.
ARTICLE 2
DUTIES OF CUNA BROKERAGE
2.1 REGISTRATION UNDER THE 1934 ACT
CUNA Brokerage is registered as a broker-dealer under the provisions of
the Securities Exchange Act of 1934 (1934 Act) and has secured and will
maintain authorizations, licenses, qualifications, and permits
necessary to perform its obligations under this Agreement in those
states requested by CMIS.
2.2 MEMERSHIP IN THE FINANCIAL INDUSTRY REGULATORY AUTHORITY
CUNA Brokerage currently holds and shall maintain a membership in the
Financial Industry Regulatory Authority (FINRA).
2.3 RESPONSIBILITY FOR SECURITIES ACTIVITIES
CUNA Brokerage shall assume full responsibility for the securities
activities of all persons engaged directly or indirectly in the
distribution operations for CMIS's variable annuity products, including
but not limited to training, supervision, and control as contemplated
under appropriate provisions of the 1934 Act and regulations thereunder
and by the rules of FINRA. All persons directly or indirectly involved
in such variable annuity securities activities shall be registered
representatives or registered principals of CUNA Brokerage as
appropriate to their activities. Also, each registered representative
selling the product and at least one registered principal shall be
properly licensed as an insurance agent of CMIS.
Further, CUNA Brokerage represents and warrants that during the term of
this Agreement, it will maintain and implement (a) policies and
procedures designed to comply with all applicable rules of FINRA,
including but not limited to rules relating to suitability of variable
annuity recommendations, (b) a training program for its registered
representatives designed to ensure that such persons gather information
concerning a customer's financial status, tax status, investment
objective and other relevant information prior to recommending the
purchase or exchange of a variable annuity contract, and (c) a
reasonable system of sales supervision designed to achieve compliance
with the rules of FINRA. CUNA Brokerage agrees to provide a report to
CMIS upon request, certifying that CUNA Brokerage is in compliance with
items (a) through (c) above. Each such report shall be certified by a
senior manager of CUNA Brokerage who has responsibility for items (a)
through (c). CUNA Brokerage understands and acknowledges that CMIS may
conduct an inspection and/or audit of CUNA Brokerage on a periodic
basis to ensure compliance with items (a) through (c) above, and CUNA
Brokerage agrees to make reasonable accommodation to CMIS to enable
CMIS to inspect documents directly related to the sale and suitability
of any CMIS variable annuity product, which documents CUNA Brokerage
shall be responsible for maintaining.
2.4 APPOINTMENT OF REGISTERED PERSONS AND MAINTENANCE OF PERSONNEL RECORDS
CUNA Brokerage shall have the authority and responsibility for the
appointment and registration of those persons who will be registered
representatives and registered principals. CUNA Brokerage shall direct
the maintenance of all personnel records of such persons.
2.5 MAINTENANCE OF NET CAPITAL
CUNA Brokerage shall maintain required net capital at levels which will
comply with maximum aggregate indebtedness provisions under the
provisions of the 1934 Act, any regulation thereunder, and any FINRA
rules
2.6 REQUIRED REPORTS
CUNA Brokerage shall have the responsibility for preparation and
submission of any reports or other materials required by any regulatory
authority having proper jurisdiction.
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2.7 LIMITATION ON AUTHORITY
CUNA Brokerage is not authorized to give any information or to make any
representations concerning the variable annuity contracts of CMIS other
than the statements contained in the current registration statement
filed with the Securities and Exchange Commission or such sales
literature as may be authorized by CMIS.
ARTICLE 3
DUTIES OF CMIS
3.1 MAINTENANCE OF ACCOUNTING RECORDS
Except as set for above, CMIS shall maintain and hold, on behalf of and
as agent for CUNA Brokerage, those records pertaining to variable
annuity contracts required to be maintained and preserved by the 1934
Act, any regulations thereunder, and any applicable FINRA rules. All
such books and records are, and shall at all times remain, the property
of CUNA Brokerage and shall at all times be subject to inspection by
duly authorized officers, auditors, and representatives of CUNA
Brokerage and by the Securities and Exchange Commission, FINRA, and
other regulatory authorities having proper jurisdiction.
3.2 CONFIRMATION OF TRANSACTIONS
On behalf of CUNA Brokerage and acting as agent for CUNA Brokerage,
CMIS shall confirm all transactions required to be confirmed in the
form and manner required by the 1934 Act, any regulations thereunder,
and any FINRA rules.
3.3 FURNISHING MATERIALS
CMIS shall furnish to CUNA Brokerage copies of prospectuses, financial
statements and other documents which CUNA Brokerage reasonably requests
for use in connection with the solicitation, sale and distribution of
CMIS's variable annuity contracts.
ARTICLE 4
COMPENSATION
4.1 As compensation for services to be performed pursuant to this
Agreement, CMIS shall pay a dealer concession to and on behalf of CUNA
Brokerage. The amount of the dealer concession and the manner in which
it will be paid is specified in Schedule A to a related contract titled
"Amended and Restated Servicing Agreement Related to the Distribution
Agreement between CUNA Mutual Insurance Society and CUNA Brokerage
Services, Inc. for Variable Annuity Contracts."
ARTICLE 5
TERMINATION
5.1 This Agreement may be terminated at any time by either party upon
written notice to the other stating the date when such termination
shall be effective, provided that this Agreement may not be terminated
or modified by either party if the effect would be to put CUNA
Brokerage out of compliance with the "net-capital" requirements of the
1934 Act. Default of any kind shall not have the effect of terminating
this Agreement.
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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
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Xxxxxx X. Xxxxxxx
VP and Associate General Counsel
CUNA BROKERAGE SERVICES, INC.
BY: /s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
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