Exhibit 9(d)(ii)
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
CUNA Mutual Life Insurance Company
CUNA Brokerage Services, Inc.
The participation agreement, dated as of May 1,2000, as amended subsequently, by
and among Franklin Xxxxxxxxx Variable Insurance Products Trust,
Franklin/Xxxxxxxxx Distributors, Inc.' CUNA Mutual Life Insurance Company and
CUNA Brokerage Services, Inc. (the "Agreement") is hereby amended as follows:
Schedules C, D and F of the Agreement, as amended, are hereby deleted in
their entirety and replaced with the Schedules C, D and F attached hereto,
respectively.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of October 2, 2002.
Franklin Xxxxxxxxx Variable Insurance Franklin /Xxxxxxxxx Distributors. Inc.
Products Trust
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President
CUNA Mutual Life Insurance Company CUNA Brokerage Services. Inc.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Chief Officer - Investments Title: President
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
PORTFOLIO INVESTMENT ADVISER
--------- ---------------------------------
Franklin Aggressive Growth Securities Fund Class 1 Franklin Advisers, Inc.
Mutual Shares Securities Fund Class 1 Franklin Mutual Advisers, LLC
Templeton Developing Markets Securities Fund Class 2 Xxxxxxxxx Asset Management Ltd.
Templeton Foreign Securities Fund Class 1 Xxxxxxxxx Investment Counsel, LLC
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SCHEDULE D
CONTRACTS OF THE COMPANY
SEPARATE ACCOUNT NAME
INSURANCE PRODUCT NAME REGISTERED Y/N REGISTERED Y/N
# COMPANY 1933 ACT#, STATE FORM ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS
-- ----------- ---------------------------- ------------------------- --------------------------------------------
01 CUNA Mutual Members Variable Annuity CUNA Mutual Life Variable Class 2:
Life Yes Annuity Account Xxxxxxxxx Developing Markets-Securities Fund
Insurance 033-73738 Yes
Company 1676 811-08260
02 CUNA Mutual CU Pension Saver Group CUNA Mutual Life Group Class 2:
Life Annuity; UltraSaver Group Variable Annuity Xxxxxxxxx Developing Markets Securities Fund
Insurance Annuity; CU UltraSaver Group Account No
Company Annuity N/A Class 1:
No Franklin Aggressive Growth Securities Fund
N/A Mutual Shares Securities Fund
01-GA-2-0390 Xxxxxxxxx Foreign Securities Fund
03 CUNA MEMBERS Variable Universal CUNA Mutual Life Variable Class 2:
Mutual Life Life Account Xxxxxxxxx Developing Markets Securities Fund
Insurance Yes Yes
Company 033-19718 811-03915
190D
04 CUNA MEMBERS Variable Universal CUNA Mutual Life Variable Class 2:
Mutual Life Life Account Xxxxxxxxx Developing Markets Securities Fund
Insurance Yes Yes
Company 033-81499 811-03915
99-VUL
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SCHEDULE F
RULE 12B-1 PLANS
COMPENSATION SCHEDULE
Each Portfolio named below shall pay the following amounts pursuant to the terms
and conditions referenced below under its Class 2 Rule 12b-l Distribution Plan,
stated as a percentage per year of Class 2's average daily net assets
represented by shares of Class 2.
PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE
-------------- ---------------------------
Xxxxxxxxx Developing Markets Securities Fund 0.25%
AGREEMENT PROVISIONS
If the Company, on behalf of any Account, purchases Trust Portfolio shares
("Eligible Shares") which are subject to a Rule 12b-l plan adopted under the
1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily intended
to assist in the promotion, distribution or account servicing of Eligible Shares
("Rule 12b-l Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-l fee. "Rule 12b-l Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
furnishing personal services to owners of Contracts which may invest in Eligible
Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner
inquiries regarding the Portfolios, maintaining such accounts or providing such
other enhanced services as a Trust Portfolio or Contract may require, or
providing other services eligible for service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-l fees, shall be based on the value of
Eligible Shares owned by the Company on behalf of its Accounts, and shall be
calculated on the basis and at the rates set forth in the Compensation Schedule
stated above. The aggregate annual fees paid pursuant to each Plan shall not
exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of its
Accounts (determined in the same manner as the Portfolio uses to compute its net
assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be
paid to you within thirty (30) days after the end of the three-month periods
ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be requested
by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-l
fees paid to you
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pursuant to the Plans. We shall furnish to the Trustees, for their review on a
quarterly basis, a written report of the amounts expended under the Plans and
the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Trustees, including the Trustees who are not
interested persons of the Trust and who have no financial interest in the Plans
or any related agreement ("Disinterested Trustees"). Each Plan may be terminated
at any time by the vote of a majority of the Disinterested Trustees, or by a
vote of a majority of the outstanding shares as provided in the Plan, on sixty
(60) days' written notice, without payment of any penalty. The Plans may also be
terminated by any act that terminates the Underwriting Agreement between the
Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-1, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations; the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Trust and no person shall seek satisfaction
thereof from shareholders of the Trust. You agree to waive payment of any
amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency.
You agree to provide complete disclosure as required by all applicable statutes,
rules and regulations of all rule 12b-1 fees received from us in the prospectus
of the Contracts.
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