EX-99.B6-tmkterm1
AGREEMENT AMENDING DISTRIBUTION CONTRACT
This agreement, dated the ____ day of March, 1998, by and between TMK/United
Funds, Inc. (the "Fund") and United Investors Life Insurance Company ("UILIC");
WHEREAS, the Fund and UILIC have executed a Distribution Contract, accepted by
UILIC as of April 4, 1997 (the "Distribution Contract") in the form attached
hereto as Exhibit A; and
WHEREAS, the Fund and UILIC desire to amend the Distribution Contract to provide
for termination thereof as of December 31, 1998, unless the Fund and UILIC
determine in writing signed by both the Fund and UILIC to extend it for an
additional period of time;
NOW, THEREFORE, the Fund and UILIC agree as follows:
1. The Distribution Contract be, and it hereby is, amended to provide that it
terminates as of the close of business on December 31, 1998, unless extended to
a later date in writing by the Fund and UILIC.
2. Section 1 of the Distribution Contract terminates on the termination date.
All other provisions of the Distribution Contract will survive termination only
for purposes of the shares sold or issued under the Distribution Agreement on or
prior to the termination date, except that Section 7 will survive termination of
the Distribution Contract for all purposes.
3. All notices, instructions, reports and other documents contemplated by this
Agreement or the Distribution Agreement will be deemed duly given when in
writing and either delivered to the addresses below or sent by first class mail,
facsimile or courier addressed as follows:
To: United Investors Life Insurance Company
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx
To: TMK/United Funds, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: General Counsel
4. This Agreement may be executed in counterparts, each of which shall be
deemed an original.
5. This Agreement will be governed by the laws of the State of Kansas.
IN WITNESS WHEREOF, the Fund and UILIC have caused this Agreement to be executed
and delivered by their respective duly authorized officers as of the date first
above written.
TMK/United Funds, Inc.
By:
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Name and Title:
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United Investors Life Insurance Company
By:
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Name and Title:
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EXHIBIT A
United Investors Life Insurance Company
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
VARIABLE ACCOUNTS
Distribution Contract
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 eleven classes of shares each of which is a separate fund (Portfolio)
being: Money Market Portfolio, Bond Portfolio, High Income Portfolio, Growth
Portfolio, Income Portfolio, International Portfolio, Small Cap Portfolio,
Balanced Portfolio, Limited-Term Bond Portfolio, Asset Strategy Portfolio and
Science and Technology 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 eleven 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 of its 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
semiannual 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.
0.Xxx shall vote the shares held by the policyholders as set forth in the
Trust's prospectuses and any SAI's.
5.TMK will furnish you with a copy of its current prospectus and SAI 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 indemnify 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 you,
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 such
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 relieve 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 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 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, 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: /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
Accepted this 4th day of April, 1997.
United Investors Life Insurance Company
By: /s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
