Exhibit
10(iii)(a)


 


AMENDED
AND RESTATED 

INVESTMENT ADVISORY AGREEMENT


 


Between


 


CUNA
Mutual Holding Company et. al.


 


and


 


MEMBERS
Capital Advisors, Inc.


 


This
Agreement is made as of 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”), a duly licensed registered investment adviser
domiciled in the state of Iowa with its principal office located in Madison, Wisconsin. If any Company acquires or organizes another
entity that has assets intended to be invested by the Adviser, then such entity shall join in and be bound as a Company by this
Agreement.


 


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. The schedule may be amended from time to time by written endorsement executed by
the parties.


 


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 sub advisors pursuant
to a written agreement (a “Sub advisory 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 sub advisor 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 Sub advisory Agreement.


 


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 terms and conditions herein provided.


 






     


     


    

 


II.
ADVISER’S DUTIES


 


The
Adviser agrees to provide continuous professional investment management for the invested assets of the Company 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.


 


IV.
ADVISER’S COMPENSATION


 


With
respect to the Trust Funds described in Section I, the Trust Funds shall pay no fees to the Adviser.


 


With
respect to the Invested Assets described in Section I, 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. The Adviser shall be solely responsible for paying
fees under any Sub advisory 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 fully and fairly disclosed in writing to the Company and 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.


 






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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.


 


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 matters 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 judgment 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 losses or damages 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 Agreement 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 described in Section I, the delegation of authority
may be terminated at any time by notice in writing. With respect to all other invested assets described in Section I, 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. In the event this Agreement is terminated, 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.


 






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X.
MISCELLANEOUS


 


This
Agreement supercedes 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. The parties agree that the Addendum dated September
1, 2009, a copy of which is attached hereto, shall remain in full force and effect and any reference to the Principal Agreement
in such Addendum shall be deemed a reference to this Agreement, as amended from time to time.


 


XI.
EFFECTIVE DATE


 


This
Agreement will be effective on January 31, 2012 (the “Effective Date”).


 


XII.
APPLICABLE LAW 


 


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


 




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





	 	 	 	 	 
	CUNA
    Mutual Holding Company	 	MEMBERS
    Capital Advisors, Inc.
	 	 	 	 	 
	By:	 	 	By:	 
	 	Jeff
    Post, President and Chief Executive Officer	 	 	David
    P. Marks, President
	 	 	 	 	 
	CUNA
    Mutual Financial Group, Inc.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Jeff
    Post, President and Chief Executive Officer	 	 	 
	 	 	 	 	 
	CMFG
    Life Insurance Company	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Jeff
    Post, President and Chief Executive Officer	 	 	 
	 	 	 	 	 
	CUMIS
    Insurance Society, Inc.	 	 	 
	 	 	 	 	 
	By:
    	 	 	 	 
	 	Jeff
    Post, President	 	 	 
	 	 	 	 	 
	CUNA
    Mutual Investment Corporation	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Jeff
    Post, President	 	 	 
	 	 	 	 	 
	MEMBERS
    Life Insurance Company	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Robert
    N. Trunzo, President	 	 	 
	 	 	 	 	 
	CUNA
    Mutual Insurance Agency, Inc.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	John
    H. Wallace, President	 	 	 
	 	 	 	 	 
	CUNA
    Brokerage Services, Inc.	 	 	 
	 	 	 	 	 
	By:		 	 	 
	 	James
    H. Metz, President	 	 	 
	 	 	 	 	 
	CUMIS
    Specialty Insurance Company, Inc.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	James
    M. Power, President	 	 	 
	 	 	 	 	 
	CUMIS
    Bermuda Limited	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Thomas
    J. Merfeld, President	 	 	 
	 	 	 	 	 
	Employee
    Benefits Plan Administration Committee	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Thomas
    J. Merfeld, Chair	 	 	 




 






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SCHEDULE
OF COVERED ENTITIES 


(Attached
to the Investment Advisory Agreement between 

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


 


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
Bermuda Limited


 


*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
                                         monthly 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.	This
                                         Schedule of Fees will remain in effect until amended by the parties in writing.



 






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