Exhibit 8(d)(ii)
AMENDMENT NO. 3 TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
CUNA Mutual Life Insurance Company
CUNA Brokerage Services, Inc.
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the "Trust"),
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), CUNA Mutual Life Insurance Company (the "Company" or
"you"), and CUNA Brokerage Services, Inc. your distributor, on your behalf and
on behalf of certain Accounts, have previously entered into an Amended and
Restated Participation Agreement dated May 1, 2004 and subsequently amended as
of May 3, 2004 and June 5, 2007 (the "Agreement"). The parties now desire to
amend the Agreement by this amendment (the "Amendment"). Unless otherwise
indicated, the terms defined in the Agreement shall have the same meaning in
this Amendment
WHEREAS, subject to regulatory approval, CUNA Mutual Life Insurance
Company ("CMLIC") is expected to merge with and into CUNA Mutual Insurance
Society ("CMIS"), an Iowa Mutual life insurance company; effective as of
December 31, 2007 (the "Merger"), and CMIS, as the surviving entity of the
Merger, will assume the rights and responsibilities of CMLIC in this Agreement.
NOW, THEREFORE, in consideration of past and prospective business
relations, the parties agree to amend the Agreement as follows:
1. Upon consummation of the Merger between CMLIC and CMIS, CUNA Mutual
Insurance Society shall be added as a party to the Agreement in
replacement of CMLIC. All prior references in this Agreement and its
Schedules to CUNA Mutual Life Insurance Company shall mean and refer to
CUNA Mutual Insurance Society.
2. Section 2.3.2 is amended and restated in its entirety as follows:
"2.3.2 Each investment adviser (each, an "Adviser") of a Portfolio, as
indicated in the current prospectus of the Portfolio, is duly registered
as an investment adviser under the Investment Advisers Act of 1940, as
amended, or exempt from such registration."
3. The term "National Association of Securities Dealers, Inc. (the "NASD") is
hereby replaced with "Financial Industry Regulatory Authority ("FINRA")"
throughout the Agreement in sections 2.1.6, 2.3.1, 10.7, 10.8 and Schedule
F, respectively.
4. Schedules A, B, C, D, F and G of the Agreement are deleted and replaced in
their entirety with the Schedules A, B, C, D, F and G attached hereto,
respectively.
5. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers
to execute this Amendment effective as of December 31,2007.
The Trust: FRANKLIN. ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE
PRODUCTS TRUST
Only on behalf of
each Portfolio listed
on Schedule C of
the Agreement. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
The Underwriter: FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
The Company: CUNA MUTUAL LIFE INSURANCE COMPANY
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CUNA MUTUAL INSURANCE SOCIETY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
The Distributor: CUNA BROKERAGE SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
2
SCHEDULE A
THE COMPANY AND ITS DISTRIBUTOR
THE COMPANY
CUNA Mutual Insurance Society
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A life insurance company organized under the laws of the State of Iowa.
THE DISTRIBUTOR
CUNA Brokerage Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A corporation organized under the laws of the State of Wisconsin.
3
SCHEDULE B
ACCOUNTS OF THE COMPANY
SEC REGISTRATION
Name of ACCOUNT YES/NO
--------------- ----------------
CUNA Mutual Variable Life Insurance Account (formerly CUNA Mutual Life Variable Account) Yes
CUNA Mutual Group Variable Annuity Account ( formerly CUNA Mutual Life Group Variable Annuity Account) No
CUNA Mutual Variable Annuity Account (formerly CUNA Mutual Life Variable Account) Yes
4
SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Small-Mid Cap Growth Securities Fund Class 1
2. Mutual Shares Securities Fund Class 1
3. ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund Class 2
4. ▇▇▇▇▇▇▇▇▇ Foreign Securities Fund Class 1
5
SCHEDULE D
CONTRACTS OF THE COMPANY
1. CU Pension Saver Group Annuity
2. CU UltraSaver Group Annuity
3. Members Variable Annuity
4. MEMBERS Variable Universal Life (190D)
5. MEMBERS Variable Universal Life (99-VUL)
6. UltraSaver Group Annuity
6
SCHEDULE F
RULE 12b-1 PLANS OF THE TRUST
COMPENSATION
For each Class 2 Portfolio named on Schedule C of this Agreement, the
Company's Distributor is eligible to receive a maximum annual payment rate of
0.25% stated as a percentage per year of that Portfolio's Class 2 average daily
net assets, pursuant to the terms and conditions referenced below under its
Class 2 Rule 12b-l Distribution Plan.
AGREEMENT PROVISIONS
If the Company, on behalf of any Account, purchases Trust Portfolio shares
("Eligible Shares") that are subject to a Rule 12b-l plan adopted under the 1940
Act (the "Plan"), the Company's Distributor may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily intended
to assist in the promotion, distribution or account servicing of Eligible Shares
("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-1 fee. "Rule 12b-l Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
furnishing personal services to owners of Contracts which may invest in Eligible
Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner
inquiries regarding the Portfolios, maintaining such accounts or providing such
other enhanced services as a Trust Portfolio or Contract may require, or
providing other services eligible for service fees as defined under FINRA rules.
Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-1 fees, shall be based on the value of
Eligible Shares owned by the Company on behalf of its Accounts, and shall be
calculated on the basis and at the rates set forth in the compensation provision
stated above. The aggregate annual fees paid pursuant to each Plan shall not
exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of its
Accounts (determined in the same manner as the Portfolio uses to compute its net
assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be
paid to you within thirty (30) days after the end of the three-month periods
ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be
requested by the Trust's Boards of Trustees ("Trustees") with respect to the
Rule 12b-l fees paid to you pursuant to the Plans. We shall furnish to the
Trustees, for their review on a quarterly basis, a written report of the amounts
expended under the Plans and the purposes for which such expenditures were made.
7
The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Trustees, including the Trustees who are not
interested persons of the Trust and who have no financial interest in the Plans
or any related agreement ("Disinterested Trustees"). Each Plan may be terminated
at any time by the vote of a majority of the Disinterested Trustees, or by a
vote of a majority of the outstanding shares as provided in the Plan, on sixty
(60) days' written notice, without payment of any penalty. The Plans may also be
terminated by any act that terminates the Underwriting Agreement between the
Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-l, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-l, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations, the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the assets of the Trust and no person shall seek
satisfaction thereof from shareholders of the Trust. You agree to waive payment
of any amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency. You agree to provide complete disclosure as required by all
applicable statutes, rules and regulations of all rule 12b-1 fees received from
us in the prospectus of the Contracts.
8
SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: CUNA Mutual Life Insurance Company
CUNA Mutual Insurance Society
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attention: Associate General Counsel
To the Distributor: CUNA Brokerage Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇
Vice President - Chief Compliance Officer
To the Trust: Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
To the Underwriter: Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, President
If to the Trust or Underwriter
with a copy to: Franklin ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
9
