Exhibit (h.5)
INFORMATION SHARING AGREEMENT
This Agreement is entered into by and between CUNA Mutual Insurance Society
("CUNA Mutual") and the Ultra Series Fund ("Trust") as of September 22, 2008
("Effective Date").
Preliminary Statements
1. CUNA Mutual, the Trust and CUNA Brokerage Services, Inc. have entered into a
Participation Agreement dated September 22, 2008 ("Participation Agreement")
under which series of the Trust are available through certain CUNA Mutual
qualified retirement plans ("Plans").
2. CUNA Mutual and the Trust wish to enter into this Agreement in connection
with the Participation Agreement and in compliance with Rule 22c-2 ("Rule")
under the Investment Company Act of 1940, as amended ("Act").
3. The Trust is a Fund as defined by the Rule, except that the term "Fund" does
not include any money market fund or any other "excepted fund" as defined by the
Rule.
4. Each Plan is an Intermediary as defined by the Rule.
5. In consideration of the mutual covenants contained in this Information
Sharing Agreement, the parties intend to be legally bound and agree to the
following:
Definitions
Shares: The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Trust under the Act that are
held by a Plan.
Shareholder: The term "Shareholder" means a participant in a Plan.
Purchase: The term "Purchase" means a transaction that is initiated or directed
by a Shareholder that results in a transfer of assets within a Plan to the Trust
or between series of the Trust, but does not include transactions that are
executed: (i) automatically pursuant to a contractual or systematic program or
enrollment such as transfer of assets within a Plan to the Trust as a result of
"dollar cost averaging" programs, approved asset allocation programs, or
automatic rebalancing programs or (ii) allocation of assets to the Trust through
a Plan as a result of loan repayments, scheduled contributions, or Plan salary
reduction contributions.
Redemption: The term "Redemption" means a transaction that is initiated or
directed by a Shareholder that results in a transfer of assets within a Plan out
of the Trust or between series of the Trust, but does not include transactions
that are: (i) because of death, disability or qualified domestic relations
order; (ii) pursuant to systematic withdrawal programs, (iii) Plan loans or
hardship withdrawals, (iv) minimum required distributions, (v) a return of
excess contribution amounts or (vi) redemptions related to payment of plan fees.
Shareholder Information: The term "Shareholder Information" shall mean: (1) the
taxpayer identification number ("TIN"); (2) the participant account number
associated with the Shareholder; and (3) the amount, date and transaction type
of every Purchase and Redemption of Shares held through an account maintained by
each Plan during the period covered by the request.
Written or In Writing: The term "written", "in writing" or similar term includes
electronic writings and facsimile transmissions unless otherwise specified.
Agreements
1. Agreement to Provide Information. CUNA Mutual agrees to provide the Trust
and/or its designee with Shareholder Information, upon written request.
2. Period Covered by Request. Unless otherwise directed by the Trust, CUNA
Mutual agrees to provide the information specified above for each trading day.
Requests must set forth a specific period, not to exceed 90 days from the date
of the request, for which Shareholder Information is sought. The Trust may
request Shareholder Information older than 90 days from the date of the request
as it deems necessary to investigate compliance with policies established by the
Trust for the purpose of eliminating or reducing any dilution of the value of
the outstanding shares issued by the Trust.
3. Timing of Requests. The Trust requests for Shareholder Information shall be
made no more frequently than quarterly except as the Trust deems necessary to
investigate compliance with policies established by the Trust for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Trust.
4. Form and Timing of Response. CUNA Mutual agrees to transmit the requested
information that is on its books and records to the Trust or its designee
promptly, but in any event not later than five business days, after receipt of a
request. If the requested information is not on CUNA Mutual's books and records,
CUNA Mutual agrees to use reasonable efforts to: (i) promptly obtain and
transmit the requested information; (ii) obtain assurances from the
accountholder that the requested information will be provided directly to the
Trust promptly; or (iii) if directed by the Trust, block further purchases of
Shares from such accountholder. In such instance, CUNA Mutual agrees to inform
the Trust whether it plans to perform (i), (ii) or (iii). Responses required by
this paragraph must be communicated in writing and in a format mutually agreed
upon by the parties.
5. Limitations on Use of Information. The Trust agrees to only use Shareholder
Information for the purposes of identifying Shareholders who may be violating
the Trust's policies and procedures with respect to dilution of the Trust's
value as contemplated by the Rule or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of the Xxxxx-Xxxxx
Xxxxxx Act (Public Law 106-102) and comparable state laws.
6. Transmitting Shareholder Information. The Trust agrees that when transmitting
Shareholder Information by facsimile or electronic writing, the Shareholder
Information will be
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protected by encryption, password, or some other form of secure transmission,
which will adequately protect the confidentiality of the Shareholder
Information.
7. Agreement to Prohibit Trading. CUNA Mutual agrees to execute written
instructions from the Trust or its designee to restrict or prohibit further
Purchases of Shares by Shareholders that have been identified by the Trust as
having engaged in transactions of Shares (directly or indirectly through CUNA
Mutual's account) that violate policies established by the Trust for the purpose
of eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Trust.
8. Form of Instructions. Instructions must include the TIN, if known, and the
specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the Shareholders
or the Shareholders' account(s) or other agreed upon information to which the
instruction relates.
9. Timing of Response. CUNA Mutual agrees to execute instructions as soon as
reasonably practicable, but not later than five business days after receipt of
the instructions by CUNA Mutual.
10. Confirmation by Intermediary. CUNA Mutual will provide written confirmation
to the Trust or its designee that instructions have been executed. CUNA Mutual
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten business days after the instructions have been executed.
11. Redemption Fees. If the Trust ultimately decides to impose a redemption fee
on qualified retirement plans, the Trust agrees to allow a reasonable time for
CUNA Mutual to program its systems to administer the fee.
12. Construction of the Agreement: Participation Agreements. The Participation
Agreement is hereby incorporated by reference into this Agreement, as this
Agreement is intended to be a supplement to the Participation Agreement. To the
extent the terms of this Information Sharing Agreement conflict with the terms
of a Participation Agreement, the terms of the Participation Agreement shall
control, but only to the extent it does not conflict with the Rule.
13. Governing Law. The Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Wisconsin.
14. Amendments and Assignments. This Agreement may only be amended in a writing
signed by both parties. Neither party shall assign this Agreement without the
prior written consent of the other party provided, however, that either party
may assign this Agreement to an affiliated entity or a third party in connection
with a merger, acquisition, reorganization or the sale or transfer of all or
substantially all of its assets to such third party. Subject to the foregoing,
this Agreement or the relevant provisions shall be binding upon, and inure to
the benefit of, all successors, executors, heirs, representatives,
administrators and assigns.
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15. Notices. All notices must be sent to: CUNA Mutual Insurance Society, 0000
Xxxxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000.
16. Termination. This Agreement will terminate upon the termination of the
Participation Agreement.
IN WITNESS WHEREOF, the below persons, as duly authorized officers, have caused
this Information Sharing Agreement to be executed on behalf of the parties as of
the Effective Date.
ULTRA SERIES FUND
SIGNATURE: /s/ Xxxxx X. Xxxxx
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NAME: Xxxxx X. Xxxxx
TITLE: President
CUNA MUTUAL INSURANCE SOCIETY
SIGNATURE: /s/ Xxxxxx X. Xxxxxxx
--------------------------
NAME: Xxxxxx X. Xxxxxxx
TITLE: Vice President
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