January 1, 2016 MBSC Securities Corporation 200 Park Avenue New York, New York 10166 Gentlemen:
Exhibit 99(8)(e)(ii)
January 1, 2016
MBSC Securities Corporation
000 Xxxx
Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We wish to enter into an Agreement with you with respect to our providing distribution, advertising and marketing assistance and shareholder services relating to the Service shares of each series of the management investment companies (each a “Fund”) set forth on Schedule A hereto, as such Schedule may be revised from time to time, or if no series are set forth on such Schedule, the Fund, for which you are the principal underwriter as defined in the Investment Company Act of 1940, as amended (the “Act”), and the exclusive agent for the continuous distribution of shares of the Funds pursuant to the terms of a Distribution Agreement between you and the Fund.
The terms and conditions of this Agreement are as follows:
1. | We agree to
provide distribution, advertising and marketing assistance relating to the Service
shares of the Funds and shareholder services for the benefit of owners of variable
annuity contracts and variable life insurance policies (together, “variable insurance
products”) we issue through our separate accounts that invest in the Service shares
of the Funds (“owners”), which separate accounts are set forth on Schedule B hereto,
as such Schedule may be revised from time to time. Such services may include, without
limitation: answering owner inquiries about the Funds; establishing information
interfaces and websites and internal systems for Service shares; providing assistance
and support with regard to the training of owner relationship personnel and sales
agents; providing statements and/or reports showing tax, performance, owner account
and other information relating to Service shares; providing portfolio manager commentaries
to owners and other interested parties; and providing such other information and
services as you reasonably may request, to the extent we are permitted by applicable
statute, rule or regulation. If we are restricted or unable to provide the services
contemplated above, we agree not to perform such services and not to accept fees
thereafter. Our acceptance of any fees hereunder shall constitute our representation
(which shall survive any payment of such fees and any termination of this Agreement
and shall be reaffirmed each time we accept a fee hereunder) that our receipt of
such fee is lawful. |
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2. | We shall provide
such office space and equipment, telephone facilities and personnel as is necessary
or beneficial for providing the services described in Paragraph 1 of this Agreement. |
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3. |
We agree that
neither we nor any of our employees or agents are authorized to make any representation
concerning any Fund, except those contained in the then current Prospectus furnished
to us by you or the Fund, or in such supplemental literature or advertising materials
as may be authorized by you in writing. |
4. | We acknowledge
that this Agreement is an agreement entered into pursuant to the Fund’s Distribution
Plan adopted pursuant to Rule 12b-1 under the Act, and shall become effective for
a Fund only when approved by a vote of a majority of (i) the Fund’s Board of
Directors or Trustees, as the case may be (collectively “Directors,” individually
“Director”), and (ii) Directors who are not “interested persons” (as defined in
the Act) of the Fund and have no direct or indirect financial interest in this Agreement,
cast in person at a meeting called for the purpose of voting on such approval. |
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5. |
As to each
Fund, this Agreement shall continue in effect until terminated in accordance with
its terms, provided such continuance is approved at least annually by a vote of
a majority of (i) the Fund’s Directors and (ii) Directors who are not “interested
persons” (as defined in the Act) of the Fund and have no direct or indirect financial
interest in this Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval. |
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6. |
(a) As to
each Fund, this Agreement is terminable without penalty, at any time, by vote of
a majority of the Fund’s Directors who are not “interested persons” (as defined
in the Act) and have no direct or indirect financial interest in this Agreement
or, upon not more than 60 days’ written notice, by vote of holders of a majority
of the Fund’s outstanding Service shares. As to each Fund, this Agreement is
terminable without penalty upon 15 days’ notice by either party. In addition,
you may terminate this Agreement as to any or all Funds immediately, without penalty,
if the present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s). Notwithstanding
anything contained herein, if the Distribution Plan adopted by the Fund is terminated
by the Fund’s Board, or the Distribution Plan, or any part thereof, is found
invalid or is ordered terminated by any regulatory or judicial authority, or we
fail to perform the distribution, advertising, marketing and shareholder servicing
functions contemplated herein as to any or all of the Funds, this Agreement shall
be terminable effective upon receipt of notice thereof by us. This Agreement also
shall terminate automatically, as to the relevant Fund, in the event of its assignment
(as defined in the Act). |
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(b) This Agreement
shall become effective only when accepted and signed by you and when the conditions
in Paragraph 4 of this Agreement are satisfied. This Agreement may be amended by
you upon 15 days’ prior notice to us, and such amendment shall be deemed accepted
by us upon the acceptance of a fee payable under this Agreement after the effective
date of any such amendment. This Agreement constitutes the entire agreement and
understanding between the parties hereto relating to the subject matter hereof and
supersedes any and all prior agreements between the parties hereto relating to the
subject matter hereof. |
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7. |
In consideration
of the services and facilities described herein, we shall be entitled to receive
from you, and you agree to pay us with respect to each Fund, the fees set forth |
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opposite the
Fund’s name on Schedule A hereto. We understand that any payments pursuant
to this Agreement shall be paid only so long as this Agreement, the Plan and the
Fund’s participation agreement with us are in effect. We agree that no Director,
officer or shareholder of the Fund shall be liable individually for the performance
of the obligations hereunder or for any such payments. |
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8. |
Each party
hereby represents and warrants to the other party that: (a) it is a corporation,
partnership or other entity duly organized and validly existing in good standing
under the laws of the jurisdiction in which it was organized; (b) it will comply
with all applicable federal and state laws, and the rules, regulations, requirements
and conditions of all applicable regulatory and self-regulatory agencies or authorities
in the performance of its duties and responsibilities hereunder; (c) the execution
and delivery of this Agreement and the performance of the transactions contemplated
hereby have been duly authorized by all necessary action, and all other authorizations
and approvals (if any) required for its lawful execution and delivery of this Agreement
and its performance hereunder have been obtained; and (d) upon execution and delivery
by it, and assuming due and valid execution and delivery by the other party, this
Agreement will constitute a valid and binding agreement, enforceable in accordance
with its terms. |
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9. |
We represent
and warrant that the services we agree to render under this Agreement are not services
for which we deduct fees and charges under the variable insurance products investing
in the Service shares or for which we are paid compensation pursuant to another
arrangement. |
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10. |
We agree to
provide to you and each applicable Fund such information relating to our services
hereunder as may be required to be maintained by you and/or such Fund under applicable
federal or state laws, and the rules, regulations, requirements or conditions of
applicable regulatory and self-regulatory agencies or authorities. |
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11. |
(a) We agree
to indemnify and hold harmless you and your officers and directors, and each Fund
and its Directors and any person who controls you and/or the Fund within the meaning
of Section 15 of the Securities Act of 1933, as amended, from any and all loss,
liability and expense resulting from our gross negligence or willful wrongful acts
under this Agreement, except to the extent such loss, liability or expense is the
result of your willful misfeasance, bad faith or gross negligence in the performance
of your duties, or by reason of the reckless disregard of your obligations and duties
under this Agreement. |
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(b) You agree
to indemnify and hold us and our officers and directors harmless from any and all
loss, liability and expense resulting from your gross negligence or willful wrongful
acts under this Agreement, except to the extent such loss, liability or expense
is the result of our willful misfeasance, bad faith or gross negligence in the performance
of our duties, or by reason of our reckless disregard of our obligations and duties
under this Agreement. |
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12. |
Neither this
Agreement nor the performance of the services of the respective parties hereunder
shall be considered to constitute an exclusive arrangement, or to create a |
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partnership,
association or joint venture between you and us. Neither party hereto shall be,
act as, or represent itself as, the agent or representative of the other, nor shall
either party have the right or authority to assume, create or incur any liability,
or any obligation of any kind, express or implied, against or in the name of, or
on behalf of, the other party. |
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13. |
All notices
required or permitted to be given pursuant to this Agreement shall be given in writing
and delivered by personal delivery or by postage prepaid, registered or certified
United States first class mail, return receipt requested, or by telecopier, telex,
telegram or similar means of same day delivery (with a confirming copy by mail as
provided herein). Unless otherwise notified in writing, all notices to you shall
be given or sent to you at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
General Counsel, and all notices to us shall be given or sent to us at our address,
which shall be furnished to you in writing on or before the effective date of this
Agreement. |
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14. |
This Agreement
shall be governed and construed in accordance with the internal laws of the State
of New York, without giving effect to the principles of conflict of laws. |
Very truly yours,
CUNA BROKERAGE SERVICES, INC.
0000 Xxxxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000
By: /s/Xxxxxxx
X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
Date:
NOTE: Please sign and return both copies of this Agreement to MBSC Securities Corporation. Upon acceptance, one countersigned copy will be returned to you for your files.
Accepted: MBSC SECURITIES CORPORATION
By: /s/Xxxxxxx Xxxxxxx
Name: Xxxxxxx
Xxxxxxx
Title: SVP
Date: 2/11/16
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SCHEDULE A
Fund and
Portfolio Name |
Fee at
an Annual Rate as a Percentage of Average Daily Net Asset Value of Service Shares held on behalf of owners1 |
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Dreyfus Investment
Portfolios |
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-
Core Value Portfolio |
0.25% |
|
-
MidCap Stock Portfolio |
0.25% |
|
-
Small Cap Stock Index Portfolio |
0.25% |
|
-
Technology Growth Portfolio |
0.25% |
|
Dreyfus Stock
Index Fund, Inc. |
0.25% |
|
The Dreyfus
Socially Responsible Growth Fund, Inc. |
0.25% |
|
Dreyfus Variable
Investment Fund |
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-
Appreciation Portfolio |
0.25% |
|
-
Growth and Income Portfolio |
0.25% |
|
-
International Equity Portfolio |
0.25% |
|
-
International Value Portfolio |
0.25% |
|
-
Opportunistic Small Cap Portfolio |
0.25% |
|
-
Quality Bond Portfolio |
0.25% |
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1 For purposes of determining the fee payable hereunder, the average daily net asset value of the Fund’s Service shares shall be computed in the manner specified in the Fund’s charter documents and then-current Prospectus and Statement of Additional Information. |
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SCHEDULE B
Name of Separate Account
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