Exhibit 99(8)(a)
FUND PARTICIPATION AND SERVICE AGREEMENT
MEMBERS Life Insurance Company (“Insurance Company”), for itself and on behalf of one or more separate accounts of the Insurance Company (“Separate Accounts”), American Funds
Distributors, Inc. (“AFD”), American Funds Service Company (“Transfer Agent”), Capital Research and Management Company (“CRMC”), and the American Funds Insurance Series (the “Series”),
an open-end investment company for which AFD, CRMC and Transfer Agent provide services
and which is divided into funds (hereinafter collectively called the “Funds” and, individually, a “Fund”), for good and valuable consideration, hereby agree on this 25th day of February 2016, that Class 1 shares of the Funds
(“Class 1 Shares” or the “shares”) shall be made available to
serve as underlying investment media for certain variable annuity contracts (hereinafter
called “Contract(s)”; holders of such Contracts hereinafter called “Contractholder(s)”) to be offered by the Insurance Company subject to the following provisions:
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Authorization;
Services. |
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As distributor
of the Series, AFD agrees to make Class 1 shares of the Funds that offer such share
class (the initial funds are listed on attached Exhibit A) available to the Insurance
Company for itself and on behalf of the Separate Accounts on the attached Exhibit
B, pursuant to the terms of this Agreement. Insurance Company agrees to give
the Series and CRMC at least (thirty) 30 days’ notice prior to adding any additional
Funds or share classes of a Fund as underlying investment options to the Contracts.
AFD reserves the right to approve any proposed addition by the Insurance Company.
The Insurance Company will offer shares of the Funds in connection with the sale
of Contracts to Contractholders. Fund shares to be made available to Separate Accounts
for the Contracts shall be sold by the Series and purchased by the Insurance Company
for a given account in accordance with the provisions of this Agreement and at the
net asset value of the respective class of the respective Fund (without the imposition
of a sales load) computed in accordance with the provisions of the then current
Prospectus of the Series. This Agreement is in all respects subject to statements
regarding the sale and repurchase or redemption of shares made in the offering prospectuses
of the Funds, and to the applicable Rules of the Financial Industry Regulatory Authority,
Inc. (“FINRA”), which shall control and override any provision to the
contrary in this Agreement. |
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b. |
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Transfer Agent
hereby appoints Insurance Company as limited agent and designee with respect to
shares of the Funds purchased, held, and redeemed by the Separate Accounts solely
for purposes of the provisions of this Agreement, and Insurance Company accepts
such appointment, on the terms set forth herein. |
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c. |
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The Insurance
Company, directly or through subcontractors (including a designated affiliate),
shall provide the certain services described in this Agreement in respect of Separate
Accounts holding Class 1 shares on behalf of |
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AFD, Transfer
Agent and the Funds in connection with the sale and servicing of the Contracts.
The services to be provided by the Insurance Company to its Separate Accounts include,
(i) mailing and otherwise making available to Contractholders, shareholder communications
including, without limitation, prospectuses, proxy materials, shareholder reports,
unaudited semi-annual and audited annual financial statements, and other notices;
(ii) handling general questions regarding the Funds from Contractholders including,
without limitation, advising as to performance, yield being earned, dividends declared,
and providing assistance with other questions concerning the Funds; (iii) preparing
and mailing periodic account statements showing the total number of Separate Account
units owned by the Contractholder in that account, the value of such units, and
purchases, redemptions, dividends, and distributions in the account during the period
covered by the statement; and (iv) preparing and mailing IRS Form 1099- R, IRS Form
W-2 and/or other IRS forms as required by applicable Internal Revenue Service rules
and regulations. Administrative services to Contractholders shall be the responsibility
of the Insurance Company and shall not be the responsibility of AFD, Transfer Agent
or any of their affiliates. |
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d. |
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Insurance
Company shall transmit to Transfer Agent or the Funds (or to any agent designated
by either of them) such information in the possession of Insurance Company concerning
the Contractholders as shall reasonably be necessary for Transfer Agent to provide
services as transfer agent for the Funds and as any Fund shall reasonably conclude
is necessary to enable that Fund to comply with applicable state Blue Sky laws or
regulations. |
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Compliance
with Laws; Reliance on Instructions. |
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AFD and CRMC
acknowledge and agree that Insurance Company is not responsible for: (i) any information
contained in any prospectus, registration statement, annual report, proxy statement,
or item of advertising or marketing material prepared by AFD and/or CRMC, which
relates to any Fund; (ii) registration or qualification of any shares of any Fund
under any federal or state laws; or (iii) compliance by AFD, CRMC and the Funds
with all applicable federal and state laws, rules and regulations, the rules and
regulations of any self-regulatory organization with jurisdiction (the foregoing
laws, rules and regulations are collectively referred to herein as “Applicable
Law”) over AFD, CRMC or Funds, and the provisions of the Funds’ prospectus
and statement of additional information. |
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b. |
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Insurance
Company acknowledges and agrees that it is responsible for (i) any representations
concerning the Funds made by Insurance Company or its agents that are not included
in the prospectuses, statements of additional information or advertising or marketing
material relating to the Funds and prepared or approved in writing by AFD; (ii)
satisfying prospectus delivery requirements, to the extent required by law; and
(iii) in connection with the services performed in connection with this Agreement,
the compliance or failure to comply with any Applicable Law with jurisdiction
over Insurance Company. |
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c. |
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Insurance
Company and its affiliates shall make no representations concerning the Funds’
shares except those contained in the then current Prospectus of the Series, in such
printed information subsequently issued on behalf of the Series or other funds managed
by CRMC as supplemental to the Series’ Prospectus, in information published
on the Series’ or CRMC’s internet site, or in materials approved by AFD,
as provided in the Business Agreement in effect among Insurance Company,
CUNA Brokerage Services, Inc., AFD and CRMC dated even date herewith (the “Business
Agreement”). |
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d. |
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Each party
is entitled to rely on any written records or instructions provided to it by responsible
persons of the other party(ies). |
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Insurance
Company Representations and Warranties. |
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The Insurance
Company represents and warrants that: |
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(i) it has
the corporate power and the authority to enter into and perform all of its duties
and obligations under this Agreement; |
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(ii) this
Agreement constitutes its legal, valid and binding obligation, enforceable against
each above-named party in accordance with its terms; |
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(iii) no consent
or authorization of, filing with, or other act by or in respect of any governmental
authority is required in connection with the execution, delivery, performance, validity
or enforceability of this Agreement; |
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(iv) it will
or has established the Separate Accounts as separate accounts under Iowa Insurance
law; |
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(v) it has
registered the Separate Accounts as unit investment trusts under the Investment
Company Act of 1940, as amended (the “1940 Act”), to serve as investment
vehicles for certain Contracts or, alternatively, has not registered one or more
of the Separate Accounts in proper reliance upon an exclusion from registration
under the 1940 Act; |
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(vi) the Contracts
are or will be and at the time of issuance will be treated as annuity contracts
and life insurance policies, as applicable, under applicable provisions of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), that Insurance Company will maintain such treatment and that it will notify
the Series immediately upon having a reasonable basis for believing that the Contracts
have ceased to be so treated or that they might not be so treated in the future; |
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(vii) the
offer of the Contracts has been registered with the U.S. Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended (the “1933
Act”), or it is properly exempt from registration under the 1933 Act, and each
such registration statement and any further amendments or supplements thereto will,
when they become effective, conform in all material respects to the requirements
of the 1933 Act, and the rules and regulations of the SEC thereunder, and will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statement or omission made in reliance upon and in conformity with the information
furnished in writing to Insurance Company by AFD, Transfer Agent, CRMC or the Series
expressly for use therein; |
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(viii) the
Contracts provide for the allocation of net amounts received by the Insurance Company
to the Separate Accounts, for investment in the shares of specified investment companies
selected among those companies available through the Separate Accounts to act as
underlying investment media; |
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(ix) (a) it
, or its affiliate, is a properly registered or licensed broker dealer under applicable
federal laws and regulations and is complying with and will continue to comply with
all applicable federal laws, rules and regulations, (b) it is a member of FINRA,
and (c) its membership with FINRA is not currently suspended or terminated. Insurance
Company agrees to notify AFD immediately in writing if any of the foregoing representations
ceases to be true to a material extent. |
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(x) any information
furnished in writing by Insurance Company for use in the registration statement
or annual report of the Series will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, nor result in the Series’ registration
statement’s failing to materially conform in all respects to the requirements
of the 1933 Act and 1940 Act and the rules and regulations thereunder; |
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(xi) investment
by each Separate Account in a Fund is in reliance on and consistent with the terms
of the Series’ Mixed and Shared Funding Order; and |
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(xiii) the
Separate Accounts invest in the Funds in reliance on the status of each Separate
Account as a “Permitted Investor” within the meaning of Section 817(h)(4)(A)
of the Internal Revenue Code of 1986, as amended. |
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Representations
and Warranties of AFD, Transfer Agent, CRMC and the Series. |
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AFD and Transfer
Agent each represents and warrants (as applicable) that: |
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(i) this Agreement
constitutes its legal, valid and binding obligation, and is enforceable against
it in accordance with its terms; |
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(ii) no consent
or authorization of, filing with, or other act by or in respect of any governmental
authority is required in connection with the execution, delivery, performance, validity
or enforceability of this Agreement; |
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(iii) the
execution, performance and delivery of this Agreement by it will not result in its
violating any Applicable Law or breaching or otherwise impairing any of its contractual
obligations; |
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(iv) AFD represents
that the Funds are registered as investment companies under the 1940 Act and Fund
shares sold by the Funds are, and will be, registered under the Securities Act of
1933, as amended; |
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(v) AFD represents
that it is registered as a broker-dealer under the Securities Exchange Act of 1934,
as amended, and may properly cause Fund shares to be made available for the purposes
of this Agreement; |
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(vi) Shares
of the Series may be offered to separate accounts of various insurance companies
in addition to Insurance Company. AFD represents, warrants and covenants that no
shares of the Series shall be sold to the general public in contravention of Section
817 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder
(the “Code”). |
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(vii) it has
the corporate power and the authority to enter into and perform all of its duties
and obligations under this Agreement; |
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(viii) AFD
and its affiliates are solely responsible for information contained in any prospectus,
registration statement, annual report, proxy statement, or item of advertising or
marketing material prepared by AFD relating to any Fund; and |
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(ix) AFD represents
that prospectuses, other materials concerning the Funds are complete and accurate
in all material respects and do not contain any material omission or misstatement
of a material fact necessary to make the information not misleading or untrue. |
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b. |
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CRMC and the
Series represent and warrant that: |
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(i) the Series
is, and shall be at all times while this Agreement is in force, lawfully organized,
validly existing, and properly qualified as an open-end management investment company
in accordance with the laws of the Commonwealth of Massachusetts; |
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(ii) a registration
statement under the 1933 Act and under the 1940 Act with respect to the Series has
been filed with the SEC in the form previously delivered to Insurance Company and
the Series’ registration statement and any further amendments thereto will,
when they become effective, and all definitive prospectuses and statements of additional
information and any further supplements thereto (the “Prospectus”) shall,
conform in all material respects to the requirements of the 1933 Act and the 1940
Act and the rules and regulations of the SEC thereunder, and will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statement therein not misleading; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to CRMC or the Series by Insurance Company expressly for use therein. |
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(iii) Each
Fund will comply with the diversification requirements of Section 817 and shall
maintain its qualification as a “regulated investment company” (“RIC”) under the Code. |
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(iv) The Series
makes no representation or warranty as to whether any aspect of its operations (including
but not limited to fees expenses and investment policies) complies or will comply
with the insurance laws or regulations of the various states. |
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Omnibus
Accounts. The Funds recognize that the Insurance Company, for itself or on behalf
of the Separate Accounts, will be the sole shareholder of shares of the Funds issued
pursuant to the Contracts, and that the Insurance Company intends to establish one
or more omnibus accounts per Fund. Such arrangement will result in aggregated share
orders. In the event that the aggregate Contractholder accounts maintained by the
Insurance Company do not balance with the omnibus accounts maintained by the Transfer
Agent, neither the Transfer Agent, any of its affiliates nor the Funds shall be
liable to the Contractholders for any shortfall, provided that such shortfall is
not a result of an error or omission on the part of the Transfer Agent, its affiliates
or the Funds. |
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Pricing
Information. The Series or the Transfer Agent will compute the closing net asset
value, and any distribution information (including the applicable ex-date, record
date, payable date, distribution rate per share, income accrual and capital gains
information) for each Fund as of the close of regular trading on the New York Stock
Exchange |
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(normally
4:00 p.m. Eastern Time) on each day the New York Stock Exchange is open for business
(a “Business Day”) or at such other time as the net asset value of a Fund
is calculated, as disclosed in the relevant Funds’ current prospectuses. The
Series or the Transfer Agent will use their best efforts to communicate to the Insurance
Company such information by 6:30 p.m. Eastern Time on each Business Day. Such information
shall be accurate and true in all respects and updated continuously. |
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Pricing
Adjustments. |
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In the event
an adjustment is made to the computation of the net asset value of Fund shares as
reported to Insurance Company under paragraph 7, (1) the correction will be handled
in a manner consistent with SEC guidelines and the Investment Company Act of 1940,
as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as
soon as practicable after discovering the need for any such adjustment. Notification
may be made in the following manner: |
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(i) Fund/SERV
Transactions. The parties agree that they will ordinarily choose to use the National
Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration
Verification (“Fund/SERV”) system, and if Fund/SERV is used, any corrections
to the fund prices for the prior trade date will be submitted to the Transfer Agent
via email to xxxxxxxxx@xx0.xxx with the correct fund prices and applicable date. |
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(ii) Manual
Transactions. If there are technical problems with Fund/SERV, or if the parties
are not able to transmit or receive information through Fund/SERV, any corrections
to the fund prices should be communicated by facsimile or by electronic transmission
acceptable to Transfer Agent, and will include for each day on which an adjustment
has occurred the incorrect Fund price, the correct price, and, to the extent communicated
to the applicable Fund’s shareholders, the reason for the adjustment. Funds
and Transfer Agent agree that the Insurance Company may send this notification or
a derivation thereof (so long as such derivation is approved in advance by Funds
or AFD, as applicable) to Contractholders whose accounts are affected by the adjustment. |
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To the extent
a price adjustment results in a deficiency or excess to a Contractholder’s
account, Insurance Company and Transfer Agent agree to evaluate the situation together
on a case-by-case basis with the goal towards pursuing an appropriate course of
action. To the extent the price adjustment was due to Transfer Agent’s error,
Transfer Agent shall reimburse Contractholder’s account. Any administrative
costs incurred for correcting Contractholder accounts will be at Insurance Company’s expense. |
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Purchases
and Redemption Orders; Settlement of Transactions |
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Manual
Transactions. Manual transactions via facsimile or other electronic transmission
acceptable to Transfer Agent shall be used by Insurance Company only in the event
that Insurance Company is in receipt of orders for purchase or redemption of shares
and is unable to transmit the orders to the Transfer Agent due to unforeseen circumstances
such as system wide computer failures experienced by Insurance Company or the National
Securities Clearing Corporation (“NSCC”) or other events beyond the Insurance
Company’s reasonable control. In the event manual transactions are used, the
following provisions shall apply: |
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(i) Next
Day Transmission of Orders. The Insurance Company will notify the Transfer Agent
by 9:00 a.m. Eastern Time, on the next Business Day the aggregate amounts of purchase
orders and redemption orders, that were placed by Contractholders in each Separate
Account by 4:00 p.m. Eastern time on the prior Business Day (the “Trade Date”). Insurance Company represents that orders it receives after 4:00 p.m. Eastern
Time on any given Business Day will be transmitted to the Transfer Agent using the
following Business Day’s net asset value. Transfer Agent may process orders
it receives after the 9:00 a.m. deadline using the net asset value next determined. |
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(ii) Purchases. All orders received by Insurance Company by 4:00 p.m. Eastern Time on a Business
Day and communicated to the Transfer Agent by the 9:00 a.m. Eastern Time deadline
shall be treated by the Transfer Agent as if received as of the close of trading
on the Trade Date and the Transfer Agent will therefore execute orders at the net
asset values determined as of the close of trading on the Trade Date. Insurance
Company will initiate payment by wire transfer to a custodial account designated
by the Funds for the aggregate purchase amounts prior to 4:00 p.m. Eastern Time
on the next Business Day following Trade Date. |
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(iii) Redemptions. Aggregate orders for redemption of shares of the Funds will be paid
in cash and wired from the Funds’ custodial account to an account designated
by the Insurance Company. Transfer Agent will initiate payment by wire to Insurance
Company or its designee proceeds of such redemptions two (2) Business Days following
the Trade Date (T+2). |
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(iv)
When transmitting instructions for the purchase and/or redemption
of shares of the Funds, Insurance Company shall submit one net trade per subaccount
that is aggregate of both purchases and redemptions for the given subaccount, unless
otherwise agreed to by the Insurance Company and the Transfer Agent. |
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Fund/SERV
Transactions. The parties will ordinarily use the Fund/SERV system, and if used,
the following provisions shall apply: |
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(i) Without
limiting the generality of the following provisions of this section, the Insurance
Company and Transfer Agent each will perform any and all duties, functions, procedures
and responsibilities assigned to it and as otherwise established by the NSCC applicable
to Fund/SERV and the Networking Matrix Level utilized. |
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(ii) Any information
transmitted through the NSCC’s Networking system (“Networking”) by
any party to the other and pursuant to this Agreement will be accurate, complete,
and in the format prescribed by the NSCC. Each party will adopt, implement and maintain
procedures reasonably designed to ensure the accuracy of all transmissions through
Networking and to limit the access to, and the inputting of data into, Networking
to persons specifically authorized by such party. |
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(iii) Same Day Trades. On each Business Day, the Insurance Company shall aggregate
and calculate the purchase orders and redemption orders for each Separate Account
received by the Insurance Company prior to 4:00 p.m. Eastern Time. The Insurance
Company shall communicate to Transfer Agent for that Trade Date, by Fund/SERV, the
aggregate purchase orders and redemption orders (if any) for each Separate Account
received by 4:00 p.m. Eastern Time on such Trade Date by no later than the NSCC’s Defined Contribution Clearance & Settlement (“DCC&S”)
Cycle 8 (generally, 6:30 a.m. Eastern Time) on the following Business Day. Transfer
Agent shall treat all trades communicated to Transfer Agent in accordance with the
foregoing as if received prior to 4:00 p.m. Eastern Time on the Trade Date. All
orders received by the Insurance Company after 4:00 p.m. Eastern Time on a Business
Day shall not be transmitted to NSCC prior to the conclusion of the DCC&S Cycle
8 on the following Business Day, and Insurance Company represents that orders it
receives after 4:00 p.m. Eastern Time on any given Business Day will be transmitted
to the Transfer Agent using the following Business Day’s net asset value. Transfer
Agent may process orders it receives after the DCC&S Cycle 8 deadline using
the net asset value next determined. |
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(iv) When
transmitting instructions for the purchase and/or redemption of shares of the Funds,
Insurance Company shall submit one net trade per subaccount that is aggregate of
both purchases and redemptions for the given subaccount, unless otherwise agreed
to by the Insurance Company and the Transfer Agent. |
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Procedures. Insurance Company represents and warrants that it has policies and procedures
in place to ensure that only those orders received by it by 4:00 p.m. Eastern Time
on any Business Day will be submitted with that business day’s net asset value. |
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Contingencies. All orders are subject to acceptance by Transfer Agent and become effective
only upon confirmation by Transfer Agent. Upon confirmation, the Transfer Agent
will verify total purchases and redemptions and the closing share position for each
fund/account. In the case of delayed settlement, Transfer Agent and Insurance Company
shall make arrangements for the settlement of redemptions by wire no later than
the time permitted for settlement of redemption orders by the Investment Company
Act of 1940. Such wires for Insurance Company should be sent to: |
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Xxxxx Fargo
Bank, N.A. |
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MEMBERS Life
Insurance Company |
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ABA: 000000000 |
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Acct #: 83240000000000005 |
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Such wires for Transfer Agent should be sent to: |
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Xxxxx Fargo
Bank |
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000 Xxxxxxxx
Xxxx. 00xx Xxxxx |
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Xxx Xxxxxxx,
XX 00000 |
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ABA#: 000000000
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AFS Account#:
4100-060532 |
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For Credit
to AFS acct. no. (account number and fund) |
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FBO _________________
(Insurance Company) |
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Processing
Errors. Processing errors which result from any delay or error caused by Insurance
Company may be adjusted through the NSCC System by Insurance Company by the necessary
transactions on a current basis. |
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Coding. If applicable, orders for the purchase of Fund shares shall include the appropriate
coding to enable Transfer Agent to properly calculate commission payments to any
broker-dealer firm assigned to the Separate Account. |
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Reconciliation. Insurance Company shall reconcile share positions with respect to each Fund
for each Separate Account daily as reflected on its records to those reflected on
statements from Transfer Agent and shall, on request, certify that each Separate
Account’s share positions with respect to each Fund reported by Transfer Agent
reconcile with Insurance Company’s share positions for that Separate Account.
Insurance Company shall promptly inform Transfer Agent of any record differences
and shall identify and resolve all non-reconciling items within five (5) business
days. |
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Verification. Within a reasonable period of time after receipt of a confirmation relating to an instruction, Insurance Company shall verify its accuracy in terms of such instruction
and shall notify Transfer Agent of any errors appearing on such confirmation. |
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Order Processing. Any order by Insurance Company for the purchase of shares of the respective
Funds through AFD shall be accepted at the time when it is received by AFD/Transfer
Agent (or any clearinghouse agency that AFD/Transfer Agent may designate from time
to time), and at the offering and sale price determined in accordance with this
Agreement, unless rejected by AFD, Transfer Agent or the respective Funds. In addition
to the right to reject any order, the Funds have reserved the right to withhold
shares from sale temporarily or permanently. AFD/Transfer Agent will not accept
any order from Insurance Company that is placed on a conditional basis or subject
to any delay or contingency prior to execution. The procedure relating to the handling
of orders shall be subject to instructions that AFD shall forward from time to time.
The shares purchased will be issued by the respective Funds only against receipt
of the purchase price, in collected New York or Los Angeles Clearing House funds.
If payment for the shares purchased is not received within three (3) days after
the date of confirmation, the sale may be cancelled by AFD or by the respective
Funds without any responsibility or liability on the part of AFD or the Funds, and
AFD and/or the respective Funds may hold the Insurance Company responsible for any
loss, expense, liability or damage, including loss of profit suffered by AFD and/or
the respective Funds, resulting from Insurance Company’s delay or failure to
make payment as aforesaid. |
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Dividends and Distributions. The Transfer Agent shall furnish notice promptly to the Insurance
Company of any dividend or distribution payable on any Funds held by the Separate
Accounts. The Insurance Company hereby elects to receive all such dividends and
distributions as are payable on shares of a Fund recorded in the title for the corresponding
Separate Account in additional shares of that Fund. The Series shall notify the
Insurance Company of the number of shares so issued. All such dividends and distributions
shall be automatically reinvested at the ex-dividend date net asset value. The
Insurance Company reserves the right to revoke this election and to receive all
such income dividends and capital gain distributions in cash. |
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Right to Suspend. The Series reserves the right to temporarily suspend sales if the Board
of Trustees of the Series, acting in good faith and in light of its fiduciary duties
under federal and any applicable state laws, deems it appropriate and in the best
interests of shareholders or in response to the order of an appropriate regulatory
authority. Insurance Company shall abide by requirements of the Funds’ frequent
trading policy as described in the Series’ prospectus and statement of additional
information. |
| |
|
|
|
| |
l. |
|
Book Entry. Transfer of the Series’ shares will be by book entry only. No stock certificates
will be issued to the Separate Accounts. Shares ordered from a |
11
| |
|
|
particular
Fund will be recorded by the Series as instructed by Insurance Company in an appropriate
title for the corresponding Separate Account. |
| |
|
|
|
| |
m. |
|
Limitations
on Redemptions. The Insurance Company shall not redeem Fund shares attributable
to the Contracts (as opposed to Fund shares attributable to the Insurance Company’s assets held in the Account) except (i) as necessary to implement Contractholder-initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (a “Legally Required
Redemption”). Upon request, the Insurance Company will promptly furnish to
the Series and AFD an opinion of counsel for the Insurance Company (which counsel
shall be reasonably satisfactory to the Series and AFD) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. |
| 9. |
|
Account
Activity. Upon request, the Transfer Agent shall send to the Insurance Company,
(i) confirmations of activity in each Separate Account within five (5) Business
Days after each Trade Date on which a purchase or redemption of shares of a Fund
is effected for a Separate Account; (ii) statements detailing activity in each Separate
Account no less frequently than quarterly; and (iii) such other information as may
reasonably be requested by Insurance Company and agreed upon by Transfer Agent. |
| |
|
|
| 10. |
|
Expenses. All expenses incident to each party’s performance of this Agreement shall
be paid by the respective party. |
| |
|
|
| |
|
The Funds
shall pay the cost of registration of their shares with the SEC, preparation of
the Fund’s prospectuses, proxy materials and reports, or the preparation of
other related statements and notices required by Applicable Law. The Funds shall
pay the cost of qualifying Fund shares in states where required. |
| |
|
|
| 11. |
|
Proxy and
Other Communication Materials. The Funds shall distribute to the Insurance Company
their proxy material and periodic Fund reports to shareholders. AFD, Transfer Agent
or the Funds shall provide the Insurance Company with a reasonable quantity of the
Funds’ prospectuses and sales literature upon request to be used for the Separate
Accounts in connection with the transactions contemplated by this Agreement. AFD,
Transfer Agent or the Funds shall provide to Insurance Company, or its authorized
representative, at no expense to Insurance Company, the following Contractholder
communication materials prepared for circulation to Contractholders in quantities
reasonably requested by Insurance Company which are sufficient to allow mailing
thereof by Insurance Company, to the extent required by Applicable Law, to all Contractholders
in the Separate Accounts: proxy or information statements, annual reports, semi-annual
reports, and all updated prospectuses, supplements and amendments thereof. AFD,
Transfer Agent or the Funds shall provide Insurance Company with other documents
and materials as Insurance Company may reasonably request from time to time. |
12
| |
|
AFD will provide
Insurance Company on a timely basis with investment performance information
for each Fund, including (a) the top ten portfolio holdings on a quarterly basis;
and (b) on a monthly basis, average annual total return for the prior one-year,
three year, five-year, ten-year and life of the Fund. AFD will endeavor to provide
the information in clause (a) to Insurance Company within twenty (20) business days
after the end of each quarter, and will endeavor to provide the information in clause
(b) to Insurance Company within five (5) business days after the end of each month. |
| |
|
|
| 12. |
|
Proxy Materials/Voting. The Insurance Company will distribute all proxy material furnished by the Funds
to the extent required by Applicable Law. For so long as the SEC interprets the
1940 Act to require pass-through voting by insurance companies whose separate accounts
are registered as investment companies under the 1940 Act (“Registered Separate
Accounts”), the Insurance Company shall vote shares of the Funds held in Registered
Separate Accounts at shareholder meetings of the Funds in accordance with instructions
timely received by the Insurance Company (or its designated agent) from owners of
Contracts funded by such Registered Separate Accounts having a voting interest in
the Funds. The Insurance Company shall vote shares of the Funds held in Registered
Separate Accounts that are attributable to the Contracts as to which no timely instructions
are received, as well as shares held in such Registered Separate Account that are
not attributable to the Contracts and owned beneficially by the Insurance Company
(resulting from charges against the Contracts or otherwise), in the same proportion
as the votes cast by owners of the Contracts funded by the Registered Separate Account
having a voting interest in the Funds from whom instructions have been timely received.
The Insurance Company shall vote shares of the Funds held in its general account
or in any Separate Account that is not registered under the 1940 Act, if any, in
its discretion. |
| |
|
|
| 13. |
|
Future
Registration of Separate Account(s). If Insurance Company registers a Separate
Account as a unit investment trust under the 1940 Act, Insurance Company will provide
to each Fund, as appropriate, at least one complete copy of all registration statements,
prospectuses, statements of additional information, reports, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions, requests for no action letters, and all amendments to any of the above,
that relate to the Contracts or any Separate Account contemporaneously with the
filing of such document with the SEC, FINRA or other regulatory authority. |
| |
|
|
| 14. |
|
Independent
Contractor Status. The Insurance Company shall, for all purposes herein, be
deemed to be an independent contractor and shall have, unless otherwise expressly
provided or authorized, no authority to act for or represent AFD or the Funds in
any way or otherwise be deemed an agent of AFD or the Funds. |
| |
|
|
| 15. |
|
Termination. At the terminating party’s election and the other party’s concurrence,
termination of this Agreement may be limited solely as to new Contracts. This Agreement
shall terminate: |
| |
a. |
|
at the option
of the Insurance Company, AFD, Transfer Agent, CRMC or the Series upon ninety (90)
days’ advance written notice to the other parties; |
13
| |
b. |
|
at any time
by giving thirty (30) days’ written notice to the other party in the event
of a material breach of this Agreement by the other party that is not cured during
such 30-day period; |
| |
|
|
|
| |
c. |
|
at the option
of the Insurance Company, CRMC, AFD or the Series, upon institution of formal proceedings
relating to (i) the marketing of the Contracts, (ii) the Separate Accounts, (iii)
the Insurance Company, (iv) AFD or (v) the Funds by FINRA, the SEC or any other
regulatory body; |
| |
|
|
|
| |
d. |
|
at the option
of Insurance Company immediately upon written notice, if the Series or CRMC fails
to meet the requirements for either diversification under Section 817 or RIC status
under the Code; |
| |
|
|
|
| |
e. |
|
at the option
of any party upon termination of CRMC’s investment advisory agreement with
the Series. Notice of such termination shall be promptly furnished. This paragraph
(e) shall not be deemed to apply if, contemporaneously with such termination, a
new contract of substantially similar terms is entered into between CRMC and the
Series; |
| |
|
|
|
| |
f. |
|
except for
Insurance Company’s delegation of its duties to a subcontractor or to an affiliate,
upon assignment of this Agreement, at the option of any party not making the assignment,
unless made with the written consent of the other parties; |
| |
|
|
|
| |
g. |
|
in the event
interests in the Separate Accounts, the Contracts, or Fund shares are not registered,
issued or sold in conformity with Applicable Law or such Applicable Law precludes
the use of Fund shares as an underlying investment medium of Contracts issued or
to be issued by the Insurance Company. Prompt notice shall be given by the terminating
party to the other parties in the event the conditions of this provision occur; |
| |
|
|
|
| |
h. |
|
for Registered
Separate Accounts, they may terminate upon a decision by the Insurance Company,
in accordance with regulations of the SEC for Registered Separate Accounts, to substitute
Fund shares with the shares of another investment company for Contracts for which
the Fund shares have been selected to serve as the underlying investment medium
for Registered Separate Accounts, in which case the following provisions shall apply: |
| |
|
|
|
| |
|
|
(i) The Insurance
Company will give sixty (60) days’ written notice to the applicable Fund and
AFD upon the occurrence of the earlier of the following actions taken for the purpose
of substituting shares of the Fund: (1) an application made to the SEC, (2) a proposed
Contractholder vote, or (3) the Insurance Company’s determination to substitute
Fund shares with the shares of another investment company; and |
| |
|
|
|
| |
|
|
(ii) The Funds
or AFD will in no way recommend action in connection with, or oppose or interfere
with any application made to the SEC by the Insurance |
14
| |
|
|
Company with
regard to the substitution of Fund shares with shares of another investment company
or seek in any manner to oppose or interfere with a proposed Contractholder vote;
or |
| |
|
|
|
| |
i. |
|
upon such
shorter notice as is required by law, order or instruction by a court of competent
jurisdiction or a regulatory body or self-regulatory organization with jurisdiction
over the terminating party. |
| |
|
Upon termination
and at the request of the requesting party, the other party shall deliver to the
requesting party, any records which the requesting party may be required by law
or regulations to have access to or to maintain. |
| |
|
|
| 16. |
|
Notices. All notices under this Agreement, unless otherwise specified in the Agreement
shall be given in writing and delivered via overnight delivery (postage prepaid,
return receipt requested), facsimile transmission or registered or certified mail,
as follows: |
| |
|
|
| |
|
If to the
Insurance Company: |
| |
|
|
| |
|
MEMBERS Life
Insurance Company |
| |
|
Attn: Office
of General Counsel |
| |
|
0000 Xxxxxxx
Xxxxx Xxxx |
| |
|
Xxxxxxx, XX
00000 |
| |
|
Phone: 000.000.0000 |
| |
|
|
| |
|
|
|
If to AFD, Transfer Agent, CRMC or to the Series: |
| |
|
|
| |
|
Xxxxxxx X.
Xxxxxxxxxx |
| |
|
Capital Research
and Management Company |
| |
|
000 Xxxxx
Xxxx Xxxxxx |
| |
|
00xx
Xxxxx |
| |
|
Xxx Xxxxxxx,
XX 00000 |
| |
|
|
| |
|
with a
copy to: |
| |
|
|
| |
|
Xxxxxxx X.
Xxxxx |
| |
|
American Funds
Distributors, Inc. |
| |
|
000 Xxxxx
Xxxx Xxxxxx |
| |
|
00xx
Xxxxx |
| |
|
Xxx Xxxxxxx,
XX 00000 |
| |
|
|
| |
|
And: |
| |
|
|
| |
|
American Funds
Service Company |
| |
|
Attn: Contract
Administration |
| |
|
0000 Xxxxxxx
Xxxx. |
| |
|
Xxx Xxxxxxx,
XX 00000-0000 |
| |
|
phone: 800/000-0000,
ext. 8 |
| |
|
facsimile:
210/474-4088 |
| |
|
|
15
| |
|
or to such
other address or person as may be specified in a written notice given to the other
parties. The date of service of any notice shall be the date it is received by the
recipient. |
| 17. |
|
Books and
Records. Each party hereto shall cooperate with the other parties and all appropriate
governmental authorities and shall permit authorities reasonable access to its books
and records upon proper notice in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby. Each party shall maintain
and preserve all records in its possession as required by law to be maintained and
preserved in connection with the provision of the services contemplated hereunder.
Upon the request of a party, the other party shall provide copies of all records
as may be necessary to (a) monitor and review the performance of either party’s
activities, (b) assist either party in resolving disputes, reconciling records or
responding to auditor’s inquiries, (c) comply with any request of a governmental
body or self-regulatory organization, (d) verify compliance by a party with the
terms of this Agreement, (e) make required regulatory reports, or (f) perform general
customer service. The parties agree to cooperate in good faith in providing records
to one another under this provision. |
| |
|
|
| 18. |
|
Indemnification. |
| |
a. |
|
Insurance
Company shall indemnify and hold harmless AFD, Transfer Agent, CRMC, the Series,
each of the Funds, and each of their affiliates, directors, officers, employees
and agents and each person who controls them within the meaning of the 1933 Act,
from and against any and all losses, claims, damages, liabilities and expenses,
including reasonable attorneys’ fees (“Losses”), they may incur,
insofar as such Losses arise out of or are based upon (i) Insurance Company’s
negligence or willful misconduct in the performance of its duties and obligations
under this Agreement, (ii) Insurance Company’s violation of any Applicable
Law in connection with the performance of its duties and obligations under this
Agreement, and (iii) any breach by Insurance Company of any provision of this Agreement,
including any representation, warranty or covenant made in the Agreement. Insurance
Company shall also reimburse AFD, Transfer Agent, CRMC, the Series, the Funds and
their respective affiliates for any legal or other expenses reasonably incurred
by any of them in connection with investigating or defending against such Losses.
This indemnity provision is in addition to any other liability which Insurance Company
may otherwise have to AFD, the Transfer Agent, CRMC, the Series, the Funds or their
respective affiliates. |
| |
|
|
|
| |
b. |
|
AFD, Transfer
Agent or CRMC, as applicable, shall indemnify and hold harmless, Insurance Company
and its directors, officers, employees and agents and each person who controls them
within the meaning of the 1933 Act, from and |
16
| |
|
|
against any
and all Losses they may incur, insofar as such Losses arise out of or are based
upon (i) AFD’s, Transfer Agent’s or CRMC’s negligence or willful
misconduct in the performance of its duties and obligations under this Agreement,
(ii) AFD’s, Transfer Agent’s or CRMC’s violation of any Applicable
Law in connection with the performance of its duties and obligations under this
Agreement, and (iii) any breach by AFD, Transfer Agent or CRMC of any provision
of this Agreement, including any representation, warranty or covenant made in the
Agreement by AFD, Transfer Agent or the Series. AFD, Transfer Agent or CRMC, as
applicable, shall also reimburse Insurance Company for any legal or other expenses
reasonably incurred in connection with investigating or defending against such Losses.
This indemnity provision is in addition to any other liability which AFD, Transfer
Agent or CRMC may otherwise have to Insurance Company. |
| |
|
|
|
| |
c. |
|
Promptly after
receipt by a party entitled to indemnification under this paragraph 19 (an “Indemnified
Party”) of notice of the commencement of an investigation, action, claim or
proceeding, such Indemnified Party will, if a claim in respect thereof is to be
made against the indemnifying party under this paragraph 19, notify the indemnifying
party of the commencement thereof. The indemnifying party will be entitled to assume
the defense thereof, with counsel satisfactory to the Indemnified Party. After notice
from the indemnifying party of its intention to assume the defense of an action
and the appointment of satisfactory counsel, Indemnified Party shall bear the expenses
of any additional counsel obtained by it, and the indemnifying party shall not be
liable to such Indemnified Party under this paragraph for any legal expenses subsequently
incurred by such Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation. The indemnifying party shall not, without
the prior written consent of the Indemnified Party, settle or compromise the liability
of the Indemnified Party; provided, however, that in the event that the Indemnified
Party fails to provide its written consent, the indemnifying party shall thereafter
be liable to provide indemnification only to the extent of the amount for which
the action could otherwise have been settled or compromised. |
| 19. |
|
Governing
Law. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York exclusive of conflicts of laws. |
| |
|
|
| 20. |
|
Subchapter
M. CRMC will endeavor to have each Fund comply with Subchapter M of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder and shall qualify
as a regulated investment company thereunder. |
| |
|
|
| 21. |
|
Entire
Agreement/Amendments. This Agreement (together with the Business Agreement)
contains the entire understanding and agreement among the parties with respect to
the subject matter of this Agreement and supersedes any and all prior agreements,
understandings, documents, projections, financial data, statements, representations
and warranties, oral or written, express or implied, between the parties hereto
and their respective affiliates, representatives and agents in respect of the subject |
17
| |
|
matter hereof.
This Agreement may not be amended except by written agreement of the parties. If
there should be any conflict between the terms of this Agreement and those of the
Business Agreement, the terms of this Agreement shall govern. |
| |
|
|
| 22. |
|
Assignability. This Agreement shall extend to and be binding upon the Insurance Company, the
Series, AFD, CRMC and the Transfer Agent and their respective successors and assigns.
Nothing expressed or mentioned in this Agreement is intended or shall be construed
to give any person or corporation, other than the parties hereto and their respective
successors and permitted assigns, any legal or equitable right, remedy or claim
in respect of this Agreement or any provision herein contained. Neither this Agreement
nor any rights, privileges, duties or obligations of the parties hereto may be assigned
by any party without the prior written consent of the other parties or as expressly
contemplated by this Agreement; provided, however, that a merger of, reinsurance
arrangement by, or change of control of a party shall not be deemed to be an assignment
for purposes of this Agreement. |
| |
|
|
| 23. |
|
Proprietary
Information. AFD and the Funds agree that the names, addresses, and other information
relating to the Contractholders or prospects for the sale of the Contracts developed
by Insurance Company are the exclusive property of the Insurance Company and may
not be used by AFD, Transfer Agent, CRMC or the Funds without the written consent
of the Insurance Company except for carrying out the terms of this Agreement or
as otherwise provided for in this Agreement and any amendments thereto. Each party
to this Agreement agrees to maintain the confidentiality of all information (including
personal financial information of the customers of either party) received from the
other party pursuant to this Agreement. Each party agrees not to use any such information
for any purpose, or disclose any such information to any person, except as permitted
or required by applicable laws, rules and regulations, including applicable state
privacy laws and the Xxxxx-Xxxxx-Xxxxxx Act and any regulations promulgated thereunder.
This provision, to the extent permissible by applicable law, shall not be construed
to limit the parties’ obligation to comply with paragraph 19, above. |
| |
|
|
| |
|
AFD, the Transfer
Agent, CRMC and the Series hereby consent to the Insurance Company’s use of
the names of the Series, the Funds, AFD, the Transfer Agent and CRMC in connection
with marketing the Funds and Contracts, subject to the terms of this Agreement and
the Business Agreement. Insurance Company acknowledges and agrees that AFD, CRMC
and/or their affiliates own all right, title and interest in and to the names American
Funds, American Funds Distributors, American Funds Insurance Series, American Funds
Service Company and Capital Research and Management Company and covenants not, at
any time, to challenge the rights of AFD, CRMC and/or its affiliates to such name
or design, or the validity or distinctiveness thereof. AFD, the Transfer Agent,
CRMC and the Series hereby consent to the use of any trademark, trade name, service
xxxx or logo used by AFD, the Transfer Agent, CRMC and the Series, subject to AFD,
the Transfer Agent, CRMC or the Series approval of such use and in accordance with
reasonable requirements of that party. Such consent will terminate with the termination
of this Agreement. The Insurance Company agrees and acknowledges that all use of
any designation comprised in whole or in part of the name, trademark, trade name,
service xxxx and logo
under this Agreement shall inure to the benefit of AFD, the Transfer Agent, CRMC
and/or the Series. |
18
| 24. |
|
Severability. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not be
affected thereby. |
| |
|
|
| 25. |
|
No Waiver. No waiver of any provision of this Agreement will be binding unless in writing
and executed by the party granting such waiver. Any valid waiver of a provision
set forth herein shall not constitute a waiver of any other provision of this Agreement.
In addition, any such waiver shall constitute a present waiver of such provision
and shall not constitute a permanent future waiver of such provision. |
| |
|
|
| 26. |
|
No Joint
Venture, Etc. Neither the execution nor performance of this Agreement shall
be deemed to create a partnership or joint venture by and among Insurance Company,
Transfer Agent, AFD, CRMC and the Funds. |
| |
|
|
| 27. |
|
Counterparts;
Facsimile and Electronic Signatures. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement. Neither this Agreement nor any amendment
shall become effective until all counterparts have been fully executed and delivered.
Each party (a) agrees to permit the use, from time to time and where appropriate,
of fax signatures and signatures sent via electronic mail in PDF format (or other
format acceptable to the parties), for the execution of this Agreement, or any amendments
hereto, and in order to expedite the transactions contemplated by this Agreement,
(b) intends to be bound by its fax signature and its signature sent via electronic
mail, (c) is aware that the other party will rely on its fax signature and on its
signature sent via electronic mail, and (d) acknowledges such reliance and waives
any defenses to the enforcement of this Agreement, including any amendments, and
any documents effecting the transactions contemplated by this Agreement based on
the fact that a signature was sent by telecopy or via electronic mail. |
| |
|
|
| 28. |
|
Survival. The provisions of paragraphs 4, 5, 19 and 24 survive termination of this Agreement.
If this Agreement terminates, the Series, at Insurance Company’s option, will
continue to make additional shares of the Funds available for all existing Contracts
as of the effective date of termination (under the same terms and conditions as
were in effect prior to termination of this Agreement with respect to existing Contractholders),
unless the applicable Fund liquidates or applicable laws prohibit further sales. |
| |
|
|
| 29. |
|
Non-exclusivity. Each of the parties acknowledges and agrees that this Agreement and the arrangements
described herein are intended to be non-exclusive and that each of the parties is
free to enter into similar agreements and arrangements with other entities. |
| |
|
|
| 30. |
|
Insurance. At all times Insurance Company shall maintain insurance coverage that is reasonable
and customary in light of all its responsibilities hereunder. Such coverage shall insure
for losses resulting from the criminal acts or errors and omissions of Insurance
Company’s employees and agents. |
19
| 31. |
|
Oversight
of Insurance Company. Insurance Company will permit Transfer Agent or its representative
to have reasonable access to Insurance Company’s personnel and records pertaining
to this Agreement in order to facilitate the monitoring of the quality of the services
performed by Insurance Company under this Agreement. |
| |
|
|
| 32. |
|
Independent
Audit. In the event Transfer Agent determines, based on a review of complaints
received in accordance with paragraph 18, above, that Insurance Company is not processing
Contractholder transactions accurately, Transfer Agent reserves the right to require
that Insurance Company’s data processing activities as they relate to this
Agreement be subject to an audit by an independent accounting firm to ensure the
existence of, and adherence to, proper operational controls. Insurance Company shall
make available upon Transfer Agent’s request a copy of any report by such accounting
firm as it relates to said audit. Insurance Company shall immediately notify Transfer
Agent in the event of a material breach of operational controls. |
| |
|
|
| 33. |
|
Arbitration. In the event of a dispute between the parties with respect to this Agreement,
and in the event the parties are unable to resolve the dispute between them, such
dispute shall be settled by arbitration; one arbitrator to be named by each party
to the disagreement and a third arbitrator to be selected by the two arbitrators
named by the parties. The decision of a majority of the arbitrators shall be final
and binding on all parties to the arbitration. The expenses of such arbitration
shall be paid by the non- prevailing party. |
| |
|
|
| 34. |
|
No Recourse. The obligations of the Series under this Agreement are not binding upon any
of the Trustees, officers, employees or shareholders (except CRMC if it is a shareholder)
of the Series individually, but bind only the Series’ assets. When seeking
satisfaction for any liability of the Series in respect of this Agreement, Insurance
Company and the Account agree not to seek recourse against said Trustees, officers,
employees or shareholders, or any of them, or any of their personal assets for such
satisfaction. |
| |
|
|
| 35. |
|
Conflicts. The parties to this Agreement recognize that due to differences in tax treatment
or other considerations, the interests of various Contractholders participating
in one or more Funds might, at some time, be in conflict. Each party shall report
to the other party any potential or existing conflict of which it becomes aware.
The Board of Trustees of the Series shall promptly notify Insurance Company of the
existence of irreconcilable material conflict and its implications. If such a conflict
exists, Insurance Company will, at its own expense, take whatever action it deems
necessary to remedy such conflict; in any case, Contractholders will not be required
to bear such expenses. |
| |
|
|
| 36. |
|
Mixed and Shared Funding. The Series hereby notifies Insurance Company that it may be
appropriate to include in the Prospectus pursuant to which a Contract is offered
disclosure regarding the risks of mixed and shared funding. |
20
| |
|
|
| 37. |
|
Shareholder
Information Agreement. The Insurance Company has executed or will execute an
agreement with Transfer Agent pursuant to Rule 22c-2 under the Investment Company
Act of 1940, under which the Insurance Company is required, upon request, to provide
the Funds with certain account information and to prohibit transactions that violate
the policies established by the Funds for the purpose of eliminating or reducing
any dilution of the value of the outstanding shares issued by the Funds. |
| |
|
|
| 38. |
|
Confidentiality
of Holdings Information. The Insurance Company may receive certain holdings
information (the “Holdings Information”) related to the Funds on a daily,
weekly, monthly or other periodic basis from the Series, CRMC or one of their designees
in order to help evaluate the Funds for inclusion in the Contracts and to evaluate
and coordinate with Insurance Company’s internal hedging program (the “Purpose”). Insurance Company agrees that the Holdings Information is confidential and
may only be used by Insurance Company for the Purpose. Insurance Company agrees
that it (a) will hold any and all Holdings Information it obtains in strictest confidence;
(b) may disclose or provide access to its employees who have a need to know and
may make copies of Holdings Information only to the extent reasonably necessary
to carry out the Purpose; (c) currently has, and in the future will maintain in
effect and enforce, rules and policies to protect against access to or use or disclosure
of Holdings Information other than in accordance with this Agreement, including
without limitation written instruction to and agreements with employees and agents
who are bound by an obligation of confidentiality no less stringent than set forth
in this Agreement to ensure that such employees and agents protect the confidentiality
of Holdings Information; (d) will instruct its employees and agents not to disclose
Holdings Information to third parties, including without limitation customers, sub-contractors
or consultants; and (e) will notify the Series and CRMC immediately of any unauthorized
disclosure or use, and will cooperate with them in taking action to ensure that
the Holdings Information is not used by such receiving party. Without limiting the
foregoing, Insurance Company shall use at least the same degree of care, but no
less than reasonable care, to avoid disclosure or use of this Holdings Information
as it employs with respect to its own confidential information of a like importance. |
21
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.
| |
MEMBERS
LIFE INSURANCE COMPANY, |
| |
for itself
and on behalf of the Separate Accounts |
| |
|
| |
|
| |
By: /s/M.
Xxxxxxx Xxxxx |
| |
Name: M. Xxxxxxx
Xxxxx |
| |
Title: Senior
Vice President |
| |
|
| |
AMERICAN
FUNDS DISTRIBUTORS, INC. |
| |
|
| |
By: /s/ Xxxxxxx XxXxxx |
| |
Name: Xxxxxxx XxXxxx |
| |
Title: Secretary |
| |
|
| |
AMERICAN
FUNDS INSURANCE SERIES |
| |
|
| |
By: /s/ Xxxxxx X. Xxxxxxxx |
| |
Name: Xxxxxx X. Xxxxxxxx |
| |
Title: Secretary |
| |
|
| |
|
| |
AMERICAN
FUNDS SERVICE COMPANY |
| |
|
| |
By: /s/ Xxxxxx X. Xxxxxxxx |
| |
Name: Xxxxxx X. Xxxxxxxx |
| |
Title: Secretary |
| |
|
| |
CAPITAL
RESEARCH AND MANAGEMENT COMPANY
|
| |
|
| |
By: /s/ Xxxxxxx X. Xxxxxx |
| |
Name: Xxxxxxx X. Xxxxxx |
| |
Title: Sr. Vice President and Secretary |
22
EXHIBIT A
American Funds Insurance Series Funds
Class 1
American Funds
IS International Fund, Class 1
American Funds
IS High-Income Bond Fund, Class 1
American Funds
IS Bond Fund, Class 1
American Funds
IS Growth Fund, Class 1
American Funds IS Asset Allocation
Fund, Class 1
23
EXHIBIT B
Insurance Company Accounts
MEMBERS® Horizon Risk Control
Separate Account
MEMBERS® Horizon Variable Separate Account
24
