Exhibit
10(ii)(c)


 


AMENDED
AND RESTATED EXPENSE SHARING AGREEMENT (MLIC)


 


This
Amended and Restated Expense Sharing Agreement (MLIC) is entered into as of January 1, 2015 (the “Effective Date”)
CMFG Life Insurance Company, an Iowa life insurance company (“CMFG Life”), and MEMBERS Life Insurance Company, an
Iowa life insurance company (“MLIC” and, with CMFG Life, the “Parties”).


 


WHEREAS,
CMFG Life and MLIC share common personnel and certain common facilities and services with each other;


 


WHEREAS,
CMFG Life and MLIC wish to amend and restate their existing Expense Sharing Arrangement entered into as of December 31, 2013 (the
“Prior Agreement”) and replace it with this Agreement; and


 


WHEREAS,
this Agreement is intended, subject to any required regulatory approvals, to supersede and replace any prior expense sharing and/or
reimbursement agreement between the Parties.


 


NOW,
THEREFORE, for good and valuable considerations, the Parties agree as follows:


 


	1.	Provision
                                         of Goods and Services. CMFG Life staff shall provide MLIC with certain administrative,
                                         logistic, accounting, legal, marketing, information and other services, and will directly
                                         or by procurement from third Parties, provide all goods and services MLIC requires to
                                         operate in the ordinary course of administering its business. CMFG Life shall provide
                                         MLIC with office space and use of office equipment in such amounts as MLIC shall require
                                         in the ordinary course of administering its business.



 


	2.	Payments.



 


		a.	MLIC
                                         shall reimburse CMFG Life the actual expenses related to the services, office space and
                                         equipment provided under this Agreement. Expenses for services, office space and equipment
                                         that require an allocation shall be allocated as agreed by both Parties as described
                                         on Exhibit A to this Agreement, attached hereto and incorporated herein by reference,
                                         consistent with SSAP 70.



 


		b.	Reimbursements
                                         shall be due within 30 days of presentment in good order. Presentment shall occur monthly
                                         or at other times agreed upon by the Parties, but in no event less frequently than quarterly.



 


	3.	Oversight;
                                         Annual Review. Each Party shall maintain oversight for all goods and services provided
                                         to it hereunder. At least annually, the Parties hereto shall review the provision of
                                         goods and services hereunder to ensure that they have been provided in an acceptable
                                         manner.



 


	4.	Accounting
                                         Treatment. The parties understand and agree that all expenses reimbursed will be
                                         reflected on MLIC’s books and records as expenses of MLIC.



 






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	5.	Documents.
                                         MLIC will maintain copies of this Agreement and related supporting documents as required
                                         by applicable law and regulation, except to the extent such supporting documents are
                                         maintained by CMFG Life. To the extent CMFG Life maintains supporting documents related
                                         to this Agreement, it shall do so in the manner and for the period for which MLIC would
                                         be required to maintain them under applicable law and regulation. CMFG Life shall provide
                                         MLIC and its auditors and regulators access to and/or copies of such supporting documentation
                                         upon request.



 


	6.	Miscellaneous.



 


		a.	Other Agreements.
                                         This Agreement supersedes any and all agreements, including the Prior Agreement, previously
                                         made by the parties relating to the subject matter hereof, and there are no understandings
                                         or agreements other than those incorporated in this Agreement. This Agreement also supersedes
                                         the provisions of the CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing
                                         and Collection Agreement, dated approximately the date of this Agreement, that apply
                                         to “Other Services” (as defined in such agreement).



 


		b.	Term;
                                         Termination. This Agreement shall commence on the Effective Date and shall continue
                                         for an indefinite period until terminated by either Party upon 30 days’ notice.
                                         This Agreement can be terminated upon shorter notice upon a material breach of this Agreement
                                         by the other Party. No Party shall have an automatic right to terminate this Agreement
                                         solely because the other Party has been placed in receivership or seized by an insurance
                                         commissioner or department. To the extent required by applicable law, notice of termination
                                         shall be provided to the Iowa Commissioner of Insurance.



 


		c.	Books
                                         and Records.



 


		i.	Ownership
                                         of Records. All business records and reports, studies, documents and other information
                                         generated pursuant to or relating to this Agreement or the goods and services provided
                                         hereunder (the “Records”) are and shall remain the property of the
                                         Party that created them.



 


		ii.	Access
                                         to Records. Each Party shall make reasonably available to the other Party, their
                                         agents, attorneys and accountants, at all times during normal business hours, all applicable
                                         Records owned by it under subsection (c)(i). Each Party shall promptly respond to any
                                         questions from the other Party with respect to applicable Records and shall confer with
                                         one another at all reasonable times, upon request, concerning this Agreement and the
                                         Parties’ applicable operations.



 


		iii.	Insurers’
                                         Books and Records. Notwithstanding the foregoing, any books and records that are
                                         required, by applicable law, to be the property of a Party that is an insurance company
                                         shall be the property of that insurance company.



 


		iv.	Other.
                                         Payments to and on behalf of each Party shall be properly reflected on the books and
                                         records of each Party, so as to be in compliance with applicable law and regulation.



 






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		d.	Indemnification.
                                         Each Party (the “Indemnitor”) will indemnify the other Party (an “Indemnitee”)
                                         and the Indemnitee’s directors, shareholders, officers, agents and employees and
                                         hold each of them harmless from and against any losses, damages, judgments and other
                                         costs, fees and expenses, including reasonable attorneys’ fees, resulting from
                                         any breach by the Indemnitor of this Agreement or from the gross negligence, fraud or
                                         willful misconduct of employees and permissible contractors and agents of the Indemnitor.



 


		e.	No
                                         Advancements. Except as explicitly contemplated by this Agreement, no Party shall
                                         make any advancement to the other Party hereunder. In no event may a Party hereunder
                                         make any advancements to the other Party, except to pay for services provided hereunder.



 


		f.	Receivership
                                         of a Party. If a Party is placed in receivership or seized by an insurance commissioner
                                         or department, then (a) all rights of such Party shall extend to the appropriate insurance
                                         commissioner, receiver and/or insurance department and (b) all Records shall be made
                                         available to the insurance commissioner, receiver and/or insurance department and shall
                                         be turned over to the insurance commissioner, receiver and/or insurance department immediately
                                         upon request. If any Party is placed in receivership or seized by an insurance commissioner
                                         or department, then the other Parties shall continue to maintain any systems, programs
                                         and other infrastructure used or useful to provide the goods and services pursuant to
                                         this Agreement so long as such Party is receiving timely payments required by this Agreement;
                                         provided, however, that in such circumstances, the Parties shall have the termination
                                         rights set forth in the section titled “Term; Termination” above.



 


		g.	Funds
                                         and Invested Assets. All funds and invested assets of a Party shall remain the exclusive
                                         property of such Party, and shall remain subject to the control of such Party.



 


		h.	Governing
                                         Law. This Agreement shall be governed by the laws of the State of Iowa.



 


IN
WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused this Agreement to be executed on behalf of their respective
companies.


 


	CMFG Life Insurance Company	 	MEMBERS Life Insurance Company
	 	 	 	 	 	 	 
	/s/Alastair C. Shore	 	/s/Timothy Graham
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	BY:	Alastair C. Shore	 	BY:	Timothy Graham 
	 	 	 	 	 	 	 
	TITLE: 	EVP, CFO & Treasurer	 	TITLE: 	SVP, Finance 



 


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Exhibit
A


 


The
purpose of this document is to describe the method used to determine the actual expenses to be reimbursed by MLIC to CMFG Life
in accordance with the Amended and Restated Expense Sharing Agreement to which this is attached and fully incorporated.


 


MLIC
will reimburse CMFG Life for all expenses paid on its behalf. Expenses paid on behalf of MLIC include those related to the development,
management and sale of products which are underwritten by MLIC.


 


Other
expenses reimbursable by MLIC to CMFG Life are corporate infrastructure, overhead and other allocated expenses. The allocations
for these expenses are determined on a reasonable basis by CMFG Life, and detailed methodologies and documentation will be maintained
by CMFG Life and agreed upon by MLIC.


 






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