AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated October 1, 2002, by and
among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc.,
a Delaware corporation, CUNA Mutual Life Insurance Company, an Iowa life
insurance company, and CUNA Brokerage Services, Inc., is hereby amended as
follows:
Section 2.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
2.3 APPLICABLE PRICE
(a) Share purchase payments and redemption orders that result
from purchase payments, premium payments, surrenders and other
transactions under Contracts (collectively, "Contract transactions")
and that LIFE COMPANY receives prior to the close of regular trading on
the New York Stock Exchange (or such other time set by the Board for
purposes of determining the current net asset value of a Fund in
accordance with Rule 22c-1 under the 0000 Xxx) on a Business Day will
be executed at the net asset values of the appropriate Funds next
computed after receipt by AVIF or its designated agent of the orders.
For purposes of this Section 2.3(a), LIFE COMPANY shall be the
designated agent of AVIF for receipt of orders relating to Contract
transactions, , in accordance with Section 22(c) and Rule 22c-1 under
the 1940 Act, on each Business Day and receipt by such designated agent
shall constitute receipt by AVIF; provided that AVIF receives notice of
such orders by 9:00 a.m. Central Time on the next following Business
Day or such later time as computed in accordance with Section 2.1(b)
hereof. In connection with this Section 2.3(a), LIFE COMPANY represents
and warrants that it will not submit any order for Shares or engage in
any practice, nor will it allow or suffer any person acting on its
behalf to submit any order for Shares or engage in any practice, that
would violate or cause a violation of applicable law or regulation
including, without limitation Section 22 of the 1940 Act and the rules
thereunder.
(b) All other Share purchases and redemptions by LIFE COMPANY
will be effected at the net asset values of the appropriate Funds next
computed after receipt by AVIF or its designated agent of the order
therefor, and such orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1
hereof, pursuant to which the Board may reject a Share purchase order
by or on behalf of LIFE COMPANY under the circumstances described
therein, LIFE COMPANY and UNDERWRITER agree to cooperate with the Fund
and AIM to prevent any person exercising, or purporting to exercise,
rights or privileges under one or more Contracts (including, but not
limited to Contract owners, annuitants, insureds or participants, as
the case may be (collectively, "Participants")) from
1
engaging in any trading practices in any Fund that the Board or AIM
determines, in good faith and in their sole discretion, to be
detrimental or potentially detrimental to the other shareholders of the
Fund, or to be in contravention of any applicable law or regulation
including, without limitation, Section 22 of the 1940 Act and the rules
thereunder. Such cooperation may include, but shall not be limited to,
identifying the person or persons engaging in such trading practices,
facilitating the imposition of any applicable redemption fee on such
person or persons, limiting the telephonic or electronic trading
privileges of such person or persons, and taking such other remedial
steps, all to the extent permitted or required by applicable law.
Section 6.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
6.3 FUNDS TO REMAIN AVAILABLE
Notwithstanding any termination of this Agreement by LIFE
COMPANY, AVIF will, at the option of LIFE COMPANY, continue to make
available additional shares of the Fund pursuant to the terms and
conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred
to as "Existing Contracts"), unless AIM or the Board determines that
doing so would not serve the best interests of the shareholders of the
affected Funds or would be inconsistent with applicable law or
regulation. Specifically, without limitation, the owners of the
Existing Contracts will be permitted to reallocate investments in the
Fund (as in effect on such date), redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments
under the Existing Contracts. The parties agree that this Section 6.3
will not apply to any (i) terminations under Section 5 and the effect
of such terminations will be governed by Section 5 of this Agreement or
(ii) any rejected purchase and/or redemption order as described in
Section 2.3(c) hereof.
Section 22 is hereby added to the Agreement:
SECTION 22. FORCE MAJEURE
Each Party shall be excused from the performance of any of its
obligations to the other where such nonperformance is occasioned by any
event beyond its control which shall include, without limitation, any
applicable order, rule or regulation of any federal, state or local
body, agency or instrumentality with jurisdiction, work stoppage,
accident, natural disaster, war, acts of terrorism or civil disorder,
provided that the Party so excused shall use all reasonable efforts to
minimize its nonperformance and overcome, remedy, cure or remove such
event as soon as is reasonably practicable, and such performance shall
be excused only for so long as, in any given case, the force or
circumstances making performance impossible shall exist.
2
Schedule A of the Agreement is hereby deleted in its entirety and replaced with
the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM V.I. Aggressive Growth Fund AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Balanced Fund AIM V.I. Money Market Fund
AIM V.I. Basic Value Fund AIM V.I. Premier Equity Fund
AIM V.I. Blue Chip Fund AIM V.I. Real Estate Fund(2)
AIM V.I. Capital Appreciation Fund AIM V.I. Small Cap Equity Fund
AIM V.I. Capital Development Fund INVESCO VIF -- Core Equity Fund
AIM V.I. Core Equity Fund INVESCO VIF -- Dynamics Fund
AIM V.I. Dent Demographic Trends Fund INVESCO VIF -- Financial Services Fund
AIM V.I. Diversified Income Fund INVESCO VIF -- Health Sciences Fund
AIM V.I. Government Securities Fund INVESCO VIF -- Leisure Fund
AIM V.I. Growth Fund(1) INVESCO VIF -- Small Company Growth Fund
AIM V.I. High Yield Fund(1) INVESCO VIF -- Technology Fund(1)
AIM V.I. International Growth Fund INVESCO VIF -- Total Return Fund
AIM V.I. Large Cap Growth Fund INVESCO VIF -- Utilities Fund
(1) Effective April 30, 2004, AIM V.I. Growth Fund acquired the assets of
INVESCO VIF -- Growth Fund; AIM V.I. High Yield Fund acquired the assets of
INVESCO VIF -- High Yield Fund; and INVESCO VIF -- Technology Fund acquired
the assets of AIM V.I. New Technology Fund and INVESCO VIF --
Telecommunications Fund.
(2) Formerly, INVESCO VIF -- Real Estate Opportunities Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
o (INSERT SEPARATE ACCOUNTS)
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
o (INSERT CONTRACTS FUNDED BY SEPARATE ACCOUNTS)
3
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2004
AIM VARIABLE INSURANCE FUNDS
Attest: By:
------------------------------------ -----------------------------------
Name: Xxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx
------------------------------------ -----------------------------------
Title: Asst. Secretary Title:
------------------------------------ -----------------------------------
A I M DISTRIBUTORS, INC.
Attest: By:
------------------------------------ -----------------------------------
Name: Xxx Xxxxxxxx Name: Gene Needles
------------------------------------ -----------------------------------
Title: Asst. Secretary Title:
------------------------------------ -----------------------------------
CUNA MUTUAL LIFE INSURANCE COMPANY
Attest: By:
------------------------------------ -----------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxxxxx-Xxxxxx
------------------------------------ -----------------------------------
Title: Law Specialist Title: Asst. Vice President,
------------------------------------ Associate General Counsel
-----------------------------------
CUNA BROKERAGE SERVICES, INC.
Attest: By:
------------------------------------ -----------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxxxxx-Xxxxxx
------------------------------------ -----------------------------------
Title: Law Specialist Title: Vice President, Deputy General
------------------------------------ Counsel
-----------------------------------
4
