Exhibit
10(iii)(c)


 


AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT


 


This
Amended and Restated Investment Advisory Agreement (the “Agreement”) is made as of January 1, 2015
(the “Effective Date”) by and between CUNA Mutual Holding Company, a mutual insurance holding company domiciled
in the state of Iowa, and those other entities CUNA Mutual Holding Company either controls (directly or indirectly) or
sponsors, all as listed in Section 2 on the attached Schedule of Covered Entities, as may be amended from time to time
(collectively the “Company”), and MEMBERS Capital Advisors, Inc. (“Adviser” and, with Company, the
“Parties”), a duly licensed registered investment adviser domiciled in the state  of Iowa with its
principal office located in Madison, Wisconsin. As of the Effective Date, this Agreement replaces the Amended and Restated
Investment Advisory Agreement, most recently amended as of January 15, 2014, by and between most of the Parties.


 


The
obligations the Adviser owes to the Company herein are owed to the Company and to each entity listed in Section 2 on the attached
Schedule of Covered Entities. The authority conferred by this appointment is deemed to be conferred and may be exercised as fully
as though it had been specifically made and individually and separately conferred by each of the entities listed in Section 2
on the attached Schedule of Covered Entities.


 


CUNA
Mutual Holding Company and Advisor may add an entity controlled (directly or indirectly) or sponsored by CUNA Mutual Holding Company
to this Agreement without amendment hereto. Such entities shall be added by means of an agreement executed only by Adviser, CUNA
Mutual Holding Company and the entity or entities being added to this Agreement.


 


I.     ADVISER’S
APPOINTMENT


 


The
Employee Benefits Administration Committee (“EBPAC”) is the plan administrator and named fiduciary of the CUNA Mutual
Pension Plan for Non-Represented Employees and the CUNA Mutual Pension Plan for Represented Employees (collectively referred to
as the “Retirement Plans”). Pursuant to the terms of the Retirement Plans and EBPAC’s Charter, EBPAC hereby
delegates to the Adviser responsibility to provide to the Company investment manager services on behalf of the funds (“Trust
Funds”) held by State Street Bank, or its successor (“State Street”) as trustee of the Retirement Plans. This
delegation of authority is subject to all the terms, conditions, and provisions of the Retirement Plans and the Trust Agreements
with State Street. The Retirement Plans shall not be obligated to pay any fees to the Adviser. The Adviser acknowledges that it
will be a fiduciary of the Retirement Plans.


 


With
respect to all invested assets other than those in the Trust Funds described above (the “Invested Assets”), the
Company hereby appoints the Adviser to act as its principal investment adviser and investment portfolio manager for the
purpose of managing the investment and reinvestment of the Company’s invested assets, which for this purpose shall
include all the invested assets of the entities listed in Section 2 on the attached Schedule of Covered Entities. With regard
to the Invested Assets, the Adviser is hereby authorized to delegate some or all of its investment adviser duties hereunder
to one or more subadvisors pursuant to a written agreement (a “Subadvisory Agreement”) with terms that have been
approved by the CUNA Mutual Holding Company Board or Investment Capital Committee (“ICC”) and/or the
Company’s Board or other designated body, as applicable, under which the subadvisor shall furnish the services
specified therein to the Adviser. Notwithstanding any delegation of authority, the Adviser will continue to  have primary responsibility for all investment advisory services furnished pursuant to a
Subadvisory Agreement.


 



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The
Adviser hereby accepts the delegation of authority with respect to the Trust Funds and the appointment as principal investment
adviser and investment portfolio manager with respect to the Invested Assets, subject to the terns and conditions herein provided.


 


II.     ADVISER’S
DUTIES


 


The Adviser agrees
to provide continuous professional investment management for the Invested Assets and the Trust Funds. The Adviser shall provide
an investment program which complies with and is at all times subject to the written policies, directives, and guidelines
established from time to time by the Company’s Board of Directors, ICC, EBPAC or any other authorized investment oversight
body of the Company, as applicable. The Company shall keep the Adviser informed of changes or modifications to the Company’s
investment objectives and investment restrictions. The investment program shall also comply with all applicable state and federal
laws, rules, and regulations. In carrying out this investment program, the Adviser shall perform the following functions at such
times and with such frequency as may be reasonably required by the Company and EBPAC:


 


		(a)	Make
                                         investment decisions and be responsible for investment and reinvestment of the investment
                                         portfolio;



 


		(b)	Perform
                                         research, statistical analysis, and continuous supervision of each investment portfolio;



  


		(c)	Provide
                                         to the Company and EBPAC the data and information concerning investment activity required
                                         to enable the Company to prepare and file all necessary statutory statements, tax returns,
                                         and any other reports or returns of a regulatory nature which must be prepared or filed
                                         from time to time on behalf of the Company;



 


		(d)	Monitor
                                         systems and procedures for proper functioning of all investment activities to ensure
                                         compliance with the requirements of applicable federal and state regulatory law, rules
                                         and regulations; and



 


		(e)	Render
                                         to the Company and EBPAC any periodic and special reports reasonably requested.



 


III.     DEALING WITH UNDERWRITERS 

AND BROKER-DEALERS OF SECURITIES




 


When
acquiring or disposing of securities on behalf of the Company and the Trust Funds, the Adviser shall place purchase and sale orders
with those underwriters, dealers and banks which the Adviser determines can execute the order as expeditiously as possible at
the best obtainable price. However, the Adviser is authorized to allocate orders to underwriters, dealers, and banks providing
research services or providing portfolio security value quotations or other services without having to demonstrate that such services
are of direct or indirect benefit to the Company, so long as the Adviser complies with Section 28(e) of the Securities Exchange
Act of 1934 in doing so.


 




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IV.     ADVISER’S COMPENSATION




 


With
respect to the Trust Funds, no fees shall be paid to the Adviser. With respect to the Invested Assets, the Company shall pay investment
advisory fees to the Adviser as compensation for investment advisory services. Fees shall be calculated and paid in accordance
with the attached Schedule of Fees which may be amended from time to time by written endorsement executed by the Parties in the
manner set forth in Article IX. The Adviser shall be solely responsible for paying fees under any Subadvisory Agreement.


  


V.     OTHER
CLIENTS 


 


The
Adviser represents that it does not have any responsibilities for other clients which conflict with or involve conflict
of interest with its obligations under this Agreement and that it will not assume any such responsibilities while this Agreement
is in force. No client relationship or activity on behalf of any client shall be deemed to involve a conflict of interest if such
client relationship or activity has been frilly and fairly disclosed in writing to the Company arid approved by the Chief Ethics
& Compliance Officer of the Company or his/her designee, and to the administrator of the plans invested in the Trust Funds,
and approved by the administrator of the Retirement Plans. It is understood and agreed that the Adviser may act as adviser to
other insurance companies, to investment management companies, institutional funds, mutual funds, separate accounts, and other
clients. The Company agrees that the Adviser may give advice and take action with respect to other clients which may differ from
advice given or the timing or nature of action taken with respect to the Company. It is understood that the Adviser has a duty
to allocate investment opportunities over time on a basis that is fair and equitable to each client. It is understood that the
services provided to the Company are not exclusive and that individuals who perform services on behalf of the Adviser may not
devote their full time to performance of duties under this Agreement.


 


VI.     INVESTMENT
RECORDS


 


The Adviser agrees that all records
which it maintains for the Company and Trust Funds shall be the property of the Company and Trust Funds, respectively, and that
the Adviser will surrender promptly to duly designated officers any records when requested to do so by appropriate Company officers
or by the administrator of the Retirement Plans. The Adviser further agrees to deliver to the Company and EBPAC, respectively,
or preserve for the period prescribed by any applicable insurance or Blue Sky laws or regulations of the Securities and Exchange
Commission, all records required to be maintained pursuant to such laws or regulations. The Adviser further agrees that it will
protect the confidentiality of all records and accounts it maintains on behalf of the Company and EBPAC, respectively. All accounts
and records maintained by the Adviser shall be made available to the accountants or auditors of the Company and EBPAC, respectively,
during regular business hours at the Adviser’s offices within five (5) days of Adviser’s receipt of prior written
notice. In addition, the Adviser will provide any materials reasonably related to the investment advisory services provided hereunder
reasonably requested by the appropriate officers of the Company, EBPAC, or required by any state or federal governmental agency
having jurisdiction.


 


VII.     LAWS
GOVERNING PERFORMANCE


 


The
services provided hereunder shall be performed in accordance with the legal requirements of the State of Wisconsin and the State
of Iowa, insofar as they apply, and the requirements of the Investment Company Act of 1940, the Investment Advisers Act
of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Employee Retirement Income Security Act of 1974,
insofar as these acts apply.


 



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VIII.     STANDARD
OF CARE AND INDEMNIFICATION


 


 The
standard of care imposed on the Adviser by this Agreement is to act with the same care, skill, prudence, and
diligence under the circumstances prevailing that a prudent person acting in like capacity and familiar with such
matter would use in the conduct of an enterprise of a like character and with like aims. The Adviser shall use its
best efforts in providing investment services and shall have no responsibility for errors of judgement or other
action taken or omitted in good faith performance of its duties; however, the Adviser shall indemnify and hold the
Company harmless from all loses or damage arising from any acts or omissions due to gross negligence, willful
misfeasance, bad faith, or reckless disregard of its duties. 


  


IX.     TERM
OF AGREEMENT




 


This
Agreement shall not be assigned by either party without the consent of the other party, and any unilateral attempt on the part
of the Adviser to assign this Agreement shall result in the automatic termination of this Agreement. Unless sooner terminated
by agreement of the parties, the Agreeriient shall continue for a period of one year from the Effective Date, and thereafter,
shall continue automatically for periods of one year.


 


With
respect to the Trust Funds, the delegation of authority may be terminated at any time by notice in writing. With respect to all
other Invested Assets, this Agreement may be terminated without penalty by either party after the 60th day following the date
upon which written notice is received by the party being notified. This Agreement can be terminated upon shorter notice upon a
material breach of this Agreement by another Party. No Pai4y shall have an automatic right to terminate this Agreement solely
because another Party has been placed in receivership or seized by an insurance commissioner or department.


 


In
the event this Agreement is terminated, to the extent required by applicable law, the parties will promptly notify the Iowa Insurance
Commissioner of any such termination. No amendment to the Agreement may be enforced until reduced to writing and executed on behalf
of the parties; and without the prior written consent of the Iowa Insurance Commissioner.


 


X.     MISCELLANEOUS




 


		A.	Other
                                         Agreements. This Agreement supersedes any and all agreements 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.



 


		B.	Applicable
                                         Law. This Agreement shall be governed by the laws of the state of Iowa.



 


		C.	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 a mutually agreed upon
                                         manner.



 



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



 


		E.	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 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, all Parties shall have the termination rights set forth in
                                         Article IX.



 


		F.	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.



 


IN
WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective duly authorized officers.


 


	CMFG Life Insurance Company	 	CUNA Mutual Holding Company
	 		 	 	
	 	 	 	 	 
	BY:	Alastair
    C. Shore	 	BY:	Faye
    A. Patzner
	 	 	 	 	 
	TITLE:	EVP,
    CFO & Treasurer	 	TITLE:	EVP,
    Chief Administrative Officer
	 	 	 	 	 	 
	CUNA Mutual Financial Group, Inc.	 	MEMBERS Capital Advisors, Inc.
	 		 	 	
	 	 	 
	BY:	Jason
    A. Pisarik	 	BY:	David
    P. Marks
	 	 	 	 	 
	TITLE:	SVP,
    Chief Accounting Officer	 	TITLE:	President
	 	 	 	 	 	 	 


 






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



 


		E.	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, all Parties shall have the termination
                                         rights set forth in Article IX.



 


		F.	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.



 


IN
WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective duly authorized officers.


 


	CMFG Life Insurance Company	 	CUNA Mutual Holding Company
	 	 	 
	 	 	 
	BY:	Alastair
    C. Shore	 	BY:	Faye
    A. Patzner
	 	 	 	 	 
	TITLE:	EVP, CFO & Treasurer	 	TITLE:	EVP,
    Chief Administrative Officer
	 	 	 	 	 
	CUNA Mutual Financial Group, Inc.	 	MEMBERS Capital Advisors, Inc.
	 	 	
	 	 	 
	BY:	Jason
    A. Pisarik	 	BY:	David
    P. Marks
	 	 	 	 	 
	TITLE:	SVP,
    Chief Accounting Officer	 	TITLE:	President
	 	 	 	 	 	 	 




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	CUMIS
    Specialty Insurance Company, Inc.	 	CUMIS
    Insurance Society, Inc.
	 		 	 	 
	 	 	 
	BY:	James
    M. Power	 	BY:	Steven
    R. Suleski
	 	 	 	 	 
	TITLE:	President	 	TITLE:	Secretary
	 	 	 	 	 	 	 
	CUNA
    Mutual Insurance Agency, Inc.	 	CUNA
    Mutual Investment Corporation
		 	 
	 	 	 
	BY:	Jay
    Isaacson	 	BY:	Thomas
    J. Merfeld
	 	 	 	 	 
	TITLE:	President	 	TITLE:	SVP,
    Chief Market Risk Officer
	 	 	 	 	 
	CUNA
    Brokerage Services, Inc.	 	CUMIS
    Vermont, Inc.
		 	 
	 	 	 
	BY:	Timothy
    S. Halevan	 	BY:	Thomas
    J. Merfeld
	 	 	 	 	 
	TITLE:	President	 	TITLE:	President
	 	 	 	 	 
	TruStage
    Insurance Agency, LLC	 	CUMIS
    Mortgage Reinsurance Company
		 	 
	 	 	 
	BY:	Susan
    M. Sachatello	 	BY:	Brian
    J. Borakove
	 	 	 	 	 
	TITLE:	SVP,
    TruStage	 	TITLE:	Treasurer
	 	 	 	 	 
	CUNA
    Mutual International Holdings, Ltd.	 	CUNA
    Mutual International Finance, Ltd.
		 	 
	 	 	 
	BY:	Paul
    M. Treinen	 	BY:	Paul
    M. Treinen
	 	 	 	 	 
	TITLE:	President	 	TITLE:	President




 






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	MEMBERS
    Life Insurance Company	 	CMFG
    Life Vermont, Inc.
		 	 
	 	 	 	 	 	 	 
	BY:	Timothy
    L. Graham	 	BY:	William
    A. Karls
	 	 	 	 	 
	TITLE:	SVP,
    Finance	 	TITLE:	VP,
    Controller




 






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SCHEDULE
OF COVERED ENTITIES


 


Covered
Entities included within the scope of this Agreement are as follows:


 


1.          The
funds of the CUNA Mutual Pension Plan for Non-Represented Employees and CUNA Mutual Pension Plan for Represented Employees covering
the entities that are defined as an “Employer” under the provisions of the Retirement Plans approved by EBPAC, as
modified from time to time.


 


2.          The
invested assets of the following entities with respect to the appointment as principal Investment Adviser described in Section
I of the Investment Advisory Agreement:


 


CUNA
Mutual Holding Company 


CUNA
Mutual Financial Group, Inc. 


CMFG
Life Insurance Company 


CUNA
Mutual Investment Corporation 


MEMBERS
Life Insurance Company 


CUMIS
Insurance Society, Inc. 


CUNA
Mutual Insurance Agency, Inc. 


CUNA
Brokerage Services, Inc. 


CUMIS
Specialty Insurance Company, Inc. 


Separate
accounts maintained by CMFG Life Insurance Company* 


CUMIS
Vermont, Inc. (formerly known as CUMIS Bermuda Limited) 


CMFG
Life Vermont, Inc. 


CUNA
Mutual International Holdings, Ltd. 


CUNA
Mutual International Finance, Ltd. 


TruStage
Insurance Agency, Inc. 


CUMIS
Mortgage Reinsurance Company


 


*To
the extent that federal and state regulations require the services of a registered investment adviser for separate accounts which
invest in underlying mutual funds.


 






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SCHEDULE
OF FEES


 


(Attached
to the Investment Advisory Agreement between

CUNA Mutual Holding Company et. al. and MEMBERS Capital Advisors, Inc.)


 


		1.	The
                                         fee payable to the Adviser shall be determined in accordance with the Company’s
                                         internal cost allocation process which complies with SSAP 70, has settlement terms in
                                         compliance with SSAP 96, and shall be payable within 30 days of receipt of invoice.



 


		2.	The
                                         fee shall be payable monthly or at other times agreed upon by the Parties, but in no
                                         event less frequently than quarterly.



 






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