Exhibit 8(d)(ii)
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of this 15th day of June, 2008, by and among CUNA Mutual
Insurance Society (the "Company"), on its own behalf and on behalf of each
separate account of the Company (each an "Account") identified in the
Participation Agreement (as defined below), XXX XXXXXX LIFE INVESTMENT TRUST
(the "Fund"), XXX XXXXXX FUNDS INC. (the "Underwriter"), and XXX XXXXXX ASSET
MANAGEMENT (formerly XXX XXXXXX ASSET MANAGEMENT, INC.) (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have
entered into a Participation Agreement dated as of May 1, 2008, as such
agreement may be amended from time to time (the "Participation Agreement"); and
WHEREAS, the Company, the Fund, the Underwriter, and the Adviser wish to
amend the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter, and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule A of the Participation Agreement is unchanged but restated in
its entirety in the attached Schedule A.
2. Schedule B of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule B.
3. Except as provided herein, the Participation Agreement shall remain in
full force and effect. This Amendment and the Participation Agreement, as
amended, constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
4. This Amendment may be amended only by written instrument executed by
each party hereto.
5. This Amendment shall be effective as of the date written above.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
as of the date specified above.
CUNA MUTUAL INSURANCE SOCIETY
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and
Associate General Counsel
XXX XXXXXX LIFE INVESTMENT TRUST
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO and Treasurer
XXX XXXXXX ASSET MANAGEMENT
By:
---------------------------------
Name: Xxxxxx Xxxx
Title: Managing Director
XXX XXXXXX FUNDS INC.
By:
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
as of the date specified above.
CUNA MUTUAL INSURANCE SOCIETY
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
XXX XXXXXX LIFE INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO and Treasurer
XXX XXXXXX ASSET MANAGEMENT
By: /s/ Xxxxxx Xxxx
---------------------------------
Name: Xxxxxx Xxxx
Title: Managing Director
XXX XXXXXX FUNDS INC.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
-------------------------------------- -----------------------------------
REGISTERED ACCOUNT(S): REGISTERED CONTRACT(S):
CUNA Mutual Variable Annuity Account MEMBERS Variable Annuity I
(12/14/93) MEMBERS Variable Annuity II
MEMBERS Variable Annuity III
MEMBERS Choice Variable Annuity
UNREGISTERED ACCOUNT(S): UNREGISTERED CONTRACT(S):
N/A N/A
A-1
SCHEDULE B
PORTFOLIOS OF THE XXX XXXXXX LIFE
INVESTMENT TRUST AVAILABLE UNDER THIS AGREEMENT
CLASS I SHARES
LIT Growth and Income Portfolio - Class I Shares
CLASS II SHARES
LIT Growth and Income Portfolio - Class II Shares
LIT Mid Cap Growth Portfolio* - Class II Shares
* formerly known as LIT Aggressive Growth Portfolio
X-x
