EX-99.B(e)tmkdist
United Investors Life Insurance Company
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
VARIABLE ACCOUNTS
Distribution Contract
TMK/United Funds, Inc. (hereinafter TMK) is a Maryland corporation
registered with the Securities and Exchange Commission under the
Investment Company Act of 1940 (the "Act") as a management class, open-
end, diversified investment company. It offers its shares exclusively to
insurance companies as the investment vehicles for variable life and
variable annuity policies. TMK has authorized eleven classes of shares
each of which is a separate fund (Portfolio) being: Money Market
Portfolio, Bond Portfolio, High Income Portfolio, Growth Portfolio,
Income Portfolio, International Portfolio, Small Cap Portfolio, Balanced
Portfolio, Limited-Term Bond Portfolio, Asset Strategy Portfolio and
Science and Technology Portfolio.
You have advised TMK that you are sponsoring two variable accounts,
United Investors Life Variable Account and United Investors Annuity
Variable Account, each of which is an investment company organized and
registered with the Securities and Exchange Commission as a unit
investment trust under the Act (hereinafter collectively, the Trust).
You advised that you wish to arrange for the acquisition of TMK's shares
as the exclusive funding medium for each of the Trusts. TMK agrees to
make the shares of its eleven Portfolios available to you for said
purposes subject to the following terms and conditions:
1. TMK will sell its shares directly to you and on request redeem its
shares at the time and prices specified in its then current prospectus
and statement of additional information (SAI) for the purposes of
funding the investment divisions of the two Trusts as is more
particularly set forth in the Trusts' then current prospectuses.
2. (a) Payment for shares in investable funds shall be due on issuance
of shares.
(b) TMK will make payment on redemption of its shares as stated in
its prospectus and SAI.
(c) Purchases and redemptions of shares of the same Portfolio on the
same day may be netted so as to result in a single purchase or single
redemption for the day.
(d) Shares of one Portfolio may be exchanged for shares of another
Portfolio by redemption of shares of a particular Portfolio and the
immediate purchase of shares of the other Portfolio. On your request,
TMK will effect such exchanges by transfer of monies from one
Portfolio to the other as appropriate.
(e) All dividends and capital gains distributions shall be reinvested
in additional shares.
3. TMK will furnish you with adequate number of copies of its annual and
semiannual reports to shareholders and TMK's proxy material for
shareholder meetings as you may request for furnishing to the
policyowners and will reimburse you for your expenses in mailing the
reports and proxy materials to the policyowners including return
postage with respect to the voting of proxy cards. With TMK's prior
consent, you may include additional items in the mailing of TMK's
reports to shareholders provided any extra costs are paid by you.
4. You shall vote the shares held by the policyholders as set forth in
the Trust's prospectuses and any SAI's.
5. TMK will furnish you with a copy of its current prospectus and XXX and
all amendments thereto. You shall print and reproduce at your expense
such copies thereof as you may desire with respect to the distribution
of interests in the Trusts. You may use TMK's shareholder reports in
the distribution process. Copies of the reports will be furnished for
such purpose as you request at your expense.
6. The foregoing, notwithstanding, TMK shall not engage directly or
indirectly in financing any activity which is primarily intended to
result in the sale of its shares issued by it.
7. Indemnification
A. TMK agrees with you for your benefit and each person, if any, who
controls you within the meaning of Section 15 of the Securities Act of
1933 (the "Securities Act") and each and all and any of them, to
indemnify and hold you harmless and any such controlling person from
and against any and all losses, claims, damages or liabilities, joint
or several, to which you, they or any of them may become subject under
the Securities Act, under any other statute, at common law or
otherwise, and to reimburse you and such controlling persons, if any,
for any legal or other expenses (including the cost of any
investigation and preparation) reasonably incurred by you, them or any
of them in connection with any litigation whether or not resulting in
any liability, insofar as such losses, claims, damages, liabilities or
litigation arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any
registration statement or any prospectus or any amendment thereof or
supplement thereto or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this indemnity agreement shall not
apply to amounts paid in settlement of any such litigation if such
settlement is effected without the consent of TMK or to any such
losses, claims, damages, liabilities or litigation arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus or
any amendment thereof or supplement thereto, or arising out of or
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, which statement or omission was
made in reliance upon information furnished in writing to TMK by you
for inclusion in any registration statement or any prospectus or any
amendment thereof or supplement thereto. You and each such controlling
person shall promptly, after the complaint shall have been served upon
you or such controlling person in any litigation against you or such
controlling person in respect of which indemnity may be sought from
TMK on account of its agreement contained in this paragraph, notify
TMK in writing of the commencement thereof. Your omission or such
controlling person so to notify TMK of any such litigation shall
relieve TMK from any liability which it may have to you or such
controlling person on account of the indemnity agreement contained in
this paragraph but shall not relieve TMK from any liability which it
may have to you or controlling person otherwise than on account of the
indemnity agreement contained in this paragraph. In case any such
litigation shall be brought against you or any such controlling person
and you or such controlling person shall notify TMK of the
commencement thereof, TMK shall be entitled to participate in (and, to
the extent that it shall wish, to direct) the defense thereof at its
own expense but such defense shall be conducted by counsel of good
standing and satisfactory to you or such controlling person or
persons, defendant or defendants in the litigation. The indemnity
agreement of TMK contained in this paragraph shall remain operative
and in full force and effect regardless of any investigation made by
or on behalf of you or any such controlling person and shall survive
any delivery of shares of TMK. TMK agrees to notify you promptly of
the commencement of any litigation or proceeding against it or any of
its officers or directors of which it may be advised in connection
with the issue and sale of its shares.
B. Anything herein to the contrary notwithstanding TMK's agreement in
the foregoing, insofar as it constitutes a basis for reimbursement by
TMK for liabilities (other than payment by TMK of expenses incurred or
paid in the successful defense of any action, suit or proceeding)
arising under the Securities Act, shall not extend to the extent of
any interest therein of any person who is deemed to be an underwriter
or a partner or controlling person of an underwriter within the
meaning of Section 15 of the Securities Act or who, at the date of
this Agreement, is a director of TMK, except to the extent that an
interest of such character shall have been determined by a court of
appropriate jurisdiction the question of whether or not such interest
is against public policy as expressed in the Securities Act.
C. You agree to indemnify and hold harmless TMK and its directors and
such officers as shall have signed any registration statement from and
against any and all losses, claims, damages or liabilities, joint or
several, to which TMK or such directors or officers may become subject
under the Securities Act, under any other statute, at common law or
otherwise, and will reimburse TMK or such directors or officers for
any legal or other expenses (including the cost of any investigation
and preparation) reasonably incurred by it or them or any of them in
connection with any litigation, whether or not resulting in any
liability insofar as such losses, claims, damages, liabilities or
litigation arise out of, or are based upon, any untrue statement or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, which statement or omission was made in reliance upon
information furnished in writing to TMK by you for inclusion in any
registration statement or any prospectus, or any amendment thereof or
supplement thereto, or which statement was made in, or the alleged
omission was from, any advertising or sales literature (including any
reports to shareholders used as such) which relate to TMK.
You shall not be liable for amounts paid in settlement of any such
litigation if such settlement was effected without its consent. TMK
and its directors and such officers, defendant or defendants, in any
such litigation shall, promptly after the complaint shall have been
served upon TMK or any such director or officer in any litigation
against TMK or any such director or officer in respect of which
indemnity may be sought from TMK on account of its agreement contained
in this paragraph, notify you in writing of the commencement thereof.
The omission of TMK or such director or officer so to notify you of
any such litigation shall relieve you from any liability which it may
have to TMK or such director or officer on account of the indemnity
agreement contained in this paragraph, but shall not relieve you from
any liability which it may have to TMK or such director or officer
otherwise than on account of the indemnity agreement contained in this
paragraph. In case any such litigation shall be brought against TMK or
any such officer or director and notice of the commencement thereof
shall have been given to you, you shall be entitled to participate in
(and, to the extent that it shall wish, to direct) the defense thereof
at its own expense, but such defense shall be conducted by counsel of
good standing and satisfactory to TMK. The indemnity agreement of TMK
contained in this paragraph shall remain operative and in full force
and effect regardless of any investigation made by or on behalf of TMK
and shall survive any delivery of shares of TMK. You agree to notify
TMK promptly of the commencement of any litigation or proceeding
against you or any of your officers or directors or against any such
controlling person of which you may be advised, in connection with the
issue and sale of TMK.
D. Notwithstanding any provision contained in this Agreement, no party
hereto and no person or persons in control of any party hereto shall
be protected against any liability to TMK or its security holders,
including beneficial owners or its security to which they would
otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of their duties or by reason of
their reckless disregard of their obligations and duties under this
Agreement.
8. TMK will make shares available and otherwise carry out the terms of
this Agreement until the Trusts are terminated; provided, however, it
will have no obligation to issuance of shares other than for purposes
of exchange among Portfolios and reinvestment of dividends and
distribution, should the registration of the Trust securities under
the Securities Act of 1933 terminate. TMK agrees to use its best
efforts to keep an adequate number of shares at all times authorized,
but it will not be required to issue its shares if all TMK shares be
issued and outstanding. TMK will be relieved of responsibility
hereunder for issuing shares by reason of any governmental rule,
regulation or order or order of court of any competent jurisdiction or
when for reasons beyond its control, it is unable to issue such
shares.
If the foregoing is in accordance with your understanding of our
Agreement, please execute your acceptance hereof on the duplicates
hereto enclosed for that purpose and return one copy to TMK/United
Funds, Inc., whereupon this shall become a binding Agreement between
you and TMK/United Funds, Inc.
TMK/United Funds, Inc.
By: /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
Accepted this 4th day of April, 1997.
United Investors Life Insurance Company
By: /s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
