EXECUTION VERSION
PIMCO SERVICES AGREEMENT
ADVISOR CLASS SHARES
OF PIMCO VARIABLE INSURANCE TRUST
The terms and conditions of this Services Agreement between Pacific
Investment Management Company LLC ("PIMCO") and CUNA Mutual Insurance Society an
Iowa life insurance company (the "Company") are effective as of May 1, 2008.
WHEREAS, the Company, Allianz Global Investors Distributors LLC and
PIMCO Variable Insurance Trust (the "Trust") have entered into a Fund
Participation Agreement dated May 1, 2008, as may be amended from time to time
(the "Participation Agreement"), pursuant to which the Company, on behalf of
certain of its separate accounts (the "Separate Accounts"), purchases Class M
and Advisor Class shares ("Shares") of certain Portfolios of the Trust, as set
forth in Schedule A to the Participation Agreement ("Portfolios") to serve as an
investment vehicle under certain variable annuity and/or variable life insurance
contracts ("Variable Contracts") offered by the Company, which Portfolios may be
one of several investment options available under the Variable Contracts; and
WHEREAS, PIMCO recognizes that it will derive substantial savings in
administrative expenses by virtue of having a sole shareholder rather than
multiple shareholders in connection with each Separate Account's investments in
the Portfolios, and that in the course of soliciting applications for Variable
Contracts issued by the Company and in servicing owners of such Variable
Contracts, the Company will provide information about the Trust and its
Portfolios from time to time, answer questions concerning the Trust and its
Portfolios, including questions respecting Variable Contract owners' interests
in one or more Portfolios, and provide services respecting investments in the
Portfolios; and
WHEREAS, PIMCO wishes to compensate the Company for the efforts of the
Company in providing written and oral information and services regarding the
Trust to Variable Contract owners;
WHEREAS, Section 5.1 of the Participation Agreement shall not be
construed to prohibit the payment of fees to the Company hereunder; and
WHEREAS, the following represents the collective intention and
understanding of the service fee agreement between PIMCO and the Company.
NOW, THEREFORE, in consideration of their mutual promises, the Company
and PIMCO agree as follows:
1. Services. The Company and/or its affiliates agree to provide services
("Services") to owners of Variable Contracts including, but not limited to:
teleservicing support in connection with Portfolios; delivery of current Trust
prospectuses, reports, notices, proxies and proxy statements and other
informational materials; facilitation of the tabulation of investors' votes in
the event of a Trust shareholder vote; receiving, tabulating and transmitting
proxies executed by
EXECUTION VERSION
or on behalf of investors; maintenance of investor records reflecting shares
purchased and redeemed and share balances, and the conveyance of that
information to the Trust or Pacific Investment Management Company (the
administrator of the Portfolios) as may be reasonably requested.
2. Compensation. In consideration of the Services, PIMCO agrees to pay
to the Company a service fee at an annual rate equal to ten (l0) basis points
(0.10%) of the average daily value of the Shares held in the Separate Accounts.
Such payments will be made monthly in arrears. For purposes of computing the
payment to the Company under this paragraph 2, the average daily value of Shares
held in the Separate Accounts over a monthly period shall be computed by
totaling such Separate Accounts' aggregate investment (Share net asset value
multiplied by total number of Shares held by such Separate Accounts) on each
business day during the calendar month, and dividing by the total number of
business days during such month. The payment to the Company under this paragraph
2 shall be calculated by PIMCO at the end of each calendar month and will be
paid to the Company within 30 days thereafter. Payment will be accompanied by a
statement showing the calculation of the monthly amounts payable by PIMCO and
such other supporting data as may be reasonably requested by the Company.
3. Compliance with Laws. The Company agrees that:
(a) in performing its duties under this Agreement, the Company will abide
by all applicable laws, including, without limitation, federal and state
securities laws and regulations, state insurance laws and regulations, and the
Employee Retirement Income Security Act of 1974; and
(b) the arrangements provided for in this Agreement, including the
compensation arrangements provided for in this agreement, will be timely
disclosed, to the extent necessary or appropriate, to Variable Contract owners.
4. Term. This Services Agreement shall remain in full force and effect
for an initial term of one year, and shall automatically renew for successive
one year periods. This Services Agreement may be terminated by either party
hereto upon 30 days written notice to the other. This Services Agreement shall
terminate automatically upon the redemption of all Shares held in the Separate
Accounts, upon termination of the Participation Agreement, upon a material,
unremedied breach of the Participation Agreement, as to a Portfolio upon
termination of the investment advisory agreement between the Trust, on behalf of
such Portfolio, and PIMCO, or upon assignment of the Participation Agreement by
either the Company or PIMCO. Notwithstanding the termination of this Services
Agreement, PIMCO will continue to pay the service fees in accordance with
paragraph 2 so long as net assets of the Separate Accounts remain in a
Portfolio, provided such continued payment is permitted in accordance with
applicable law and regulation.
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EXECUTION VERSION
5. Amendment. This Services Agreement may be amended only in writing
with the consent of both parties. In this regard, this Agreement may be amended
by PIMCO (but not by the Company) at any time by mailing a copy of a written
amendment to the Company. In the absence of written objection to such amendment,
continued performance by the Company under this Agreement shall constitute
Company's consent to such written amendment.
6. Effect on Other Terms, Obligations and Covenants. Nothing herein
shall amend, modify or supersede any contractual terms, obligations or covenants
among or between any of the Company, PIMCO or the Trust previously or currently
in effect, including those contractual terms, obligations or covenants contained
in the Participation Agreement.
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EXECUTION VERSION
In witness whereof, the parties have caused their duly authorized
officers to execute this Services Agreement.
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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By:
Title:
Date:
CUNA MUTUAL INSURANCE SOCIETY
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Date: 3/26/08
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