Exhibit
10(iv)(a)


 


CUNA
MUTUAL GROUP COST SHARING, PROCUREMENT,


DISBURSEMENT, BILLING AND COLLECTION AGREEMENT


 


This
CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement (the “Agreement”)
is entered into as of January 1, 2015 (the “Effective Date”) by and among the parties set forth below (each,
a “Party” and, collectively, the “Parties”).


 


WHEREAS,
each of the Parties is wholly owned, either directly or indirectly by the (i) CUNA Mutual Holding Company or (ii) where required
by, or recommended in connection with, applicable law the CUNA Mutual Holding Company and one or more of the employees of the
CUNA Mutual Holding Company or one of its subsidiaries;


 


WHEREAS,
the Parties have been providing each other with Goods and Services for many years pursuant to prior agreements and expect
to continue to do so;


 


WHEREAS,
each of the Parties want to replace the agreements forth on Schedule A (the “Prior Cost Sharing Agreements”)
with this Agreement;


 


WHEREAS,
some of the Parties have other cost sharing, services and other agreements which will not be replaced by this Agreement;


 


WHEREAS,
each of the Parties believes that the terms of this Agreement, including the compensation to be paid hereunder, are fair and
reasonable;


 


NOW,
THEREFORE, in consideration of the responsibilities respectively assumed by the parties under the terms and conditions of
the Agreement, the Parties, intending to be legally bound, agree as follows:


 


1.             Certain Definitions. The following terms shall have the meanings set forth below when used
herein:


 


		a.	“Billing
                                         and Collection Services” may include,
                                         but is not limited to, the following: processing of billing notices and invoices;
                                         processing and validation of payments received; providing a toll-free telephone number
                                         to confirm and validate billing and payment status; maintaining customer billing and
                                         payment history information; providing reasonable information about payments if requested
                                         by third parties; prompt resolution of unvalidated payments; automated feed to the general
                                         ledger of all due and received premiums; reconciliation of deposit accounts and outstanding
                                         bills; maintaining mutually agreed upon detailed books and records; and maintaining
                                         a billing and collection service disaster recovery program.



 


		b.	“Disbursement
                                         Services” may include, but is not limited to, the following: receiving,
                                         processing, validating and paying disbursement requests in a mutually agreed upon manner;
                                         providing appropriate check stock; providing a toll-free telephone number to validate
                                         mutually agreed upon disbursement information; maintaining mutually agreed upon detailed
                                         books and records; providing the ability to process international drafts and cables and
                                         certified and cashier checks; issuing void, stop payment and reissue of disbursement
                                         requests; providing services related to unclaimed property; providing for emergency policy
                                         servicing operations to establish an emergency customer service to issue immediate policyholder
                                         payments to remote sites (i.e., earthquake, tornado); and maintaining a disbursement
                                         service disaster recovery program.



 






    1


    


    

 


		c.	“Goods
                                         and Services” shall mean the Billing and Collection Services, Disbursement
                                         Services, Procurement Services and Other Services.



 


		d.	“Other
                                         Services” may include, but is not limited to, the following: employee
                                         services; office space; supplies and equipment; mail and similar services; cafeteria
                                         services; market development and enhancement services; and such other mutually agreed
                                         upon goods and services added to this definition pursuant to Section 2.b.



 


		e.	“Procurement
                                         Services” may include, but is not limited to, the following: maintenance
                                         of standard procurement policies and procedures; central processing of requests for purchase
                                         and conversion to purchase orders; coordination of efforts to standardize purchased items
                                         and combine purchases; negotiation of group-wide agreements and pricing; maintaining
                                         mutually agreed upon detailed books and records; analysis regarding whether leasing or
                                         purchasing certain assets is more advantageous; direction and control of receiving process;
                                         coordinating the maintenance of master item file and master catalogs for items purchased;
                                         coordinating maintenance of vendor files to include appropriate vendor information; maintaining
                                         procurement disaster recovery program.



 


2.           Provision
of Goods and Services.


 


		a.	Billing
                                         and Collection Services, Disbursement Services and Procurement Services. As and to
                                         the extent mutually agreed upon, CMFG Life Insurance Company or its affiliated assignee
                                         (“CMFG Life”) shall provide Billing and Collection Services, Disbursement
                                         Services and Procurement Services to the other Parties.



 


		b.	Other
                                         Services. From time to time and at any time, any two or more Parties may mutually
                                         agree on other goods and services to be provided or performed under this Agreement, in
                                         which case the definition of “Goods and Services” shall include such mutually
                                         agreed upon goods and services.



 


3.           Transfer
of Funds.


 


		a.	Disbursement
                                         Services. Within two business days (or such other mutually agreed upon time) after
                                         receipt of notice that a disbursement payment has cleared a CMFG Life’s financial
                                         institution, it shall transfer a like amount from the account of the appropriate Party
                                         to a CMFG Life account. On a quarterly basis, CMFG Life shall compute and reimburse itself
                                         for any interest earned in each other Party’s account related to the aforementioned
                                         two business day (or other mutually agreed upon time) period.



 






    2


    


    

 


		b.	Billing
                                         and Collection Services. CMFG Life shall, on a mutually agreed upon basis, electronically
                                         transfer funds received pursuant to CMFG Life’s provision of Billing and
                                         Collection Services to the appropriate Party’s specified account.



 


		4.	Compensation.



 


a.           Calculation
of Amounts Due Hereunder. The amount owed for Goods and Services provided hereunder shall be:


 


		i.	the
                                         actual expenses that a Party incurred providing such Goods and Services;



 


		ii.	based
                                         upon a mutually agreed upon allocation method taking into account any appropriate time
                                         allocations, item allocations, number of employees, special studies and any other basis;
                                         and



 


		iii.	determined
                                         in a manner consistent with SSAP 70, or any successor accounting guidance.



 


b.           Payment.
All amounts owed herunder 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.


 


5.           Receipt
of Another Party’s Funds. If any Party receives funds belonging to another Party, it shall promptly notify such Party
and promptly transfer such funds to the Party to which it belongs.


 


6.           Additional
CUNA Mutual Group Companies. CMFG Life may add an entity wholly owned, either directly or indirectly, by (i) the CUNA Mutual
Holding Company or (ii) where required by, or recommended in connection with, applicable law the CUNA Mutual Holding Company and
one or more of the employees of the CUNA Mutual Holding Company or one of its subsidiaries to this Agreement without amendment
hereto. Such entities shall be added by means of an agreement executed only by CMFG Life and the entity or entities being added
to this Agreement.


 


7.           Termination
of Prior Cost Sharing Agreements. Effective as of the Effective Date, the Prior Cost Sharing Agreements are hereby terminated;
provided that amounts owed under the Prior Cost Sharing Agreements as of the Effective Date shall be paid pursuant to the terms
of the applicable agreement.


 






    3


    


    

 


		8.	Miscellaneous.



 


a.           Term;
Termination. This Agreement shall commence on the Effective Date and shall continue for an indefinite period until terminated
by mutual consent of the Parties upon 30 days’ notice. Any party, other than CMFG Life can terminate this Agreement with
respect to itself only upon 30 days’ notice. CMFG Life may terminate this Agreement with respect to all Parties upon 30
days’ notice. Any party, other than CMFG Life can terminate this Agreement with respect to itself only upon less notice
upon a material breach of this Agreement that affects such Party. No Party shall have an automatic right to terminate this Agreement
solely because any 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.


 


b.           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 performed
                                         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 Parties, their
                                         agents, attorneys and accountants, at all times during normal business hours, all applicable
                                         Records owned by it under subsection (b)(i). Each Party shall promptly respond to any
                                         questions from any other Party with respect to applicable Records and shall confer with
                                         Company at all reasonable times, upon request, concerning this Agreement and the operation
                                         of Company.



 


		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.



 


c.           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


    


    

 


d.             Indemnification.
Each Party (the “Indemnitor”) will indemnify the other Parties (each, an “Indemnitee”) and
the Indemnitees’ 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 any other Party
hereunder. In no event may a Party hereunder make any advancements to another 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, all 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.


 






    5


    


    

 


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	 	CMG Student Lending Services,
    LLC
	 	 	 	 	BY: CMFG Life Insurance Company,
    its sole Member
	/s/Alastair C. Shore	 	/s/Alastair C. Shore
	 	 	 
	 	 	 	 	 	 	 
	BY:	Alastair
    C. Shore	 	BY: 	Alastair
    C. Shore
	 	 	 	 	 	 	 
	TITLE: 	EVP,
    CFO & Treasurer	 	TITLE: 	EVP,
    Chief Financial Officer
	 	 	 	 	 	 	 
	CUMIS Mortgage Reinsurance Company	 	CUMIS Specialty Insurance Company,
    Inc.
	/s/James M. Power	 	/s/James M. Power
	 	 	 
	 	 	 	 	 	 	 
	BY:	James
    M. Power	 	BY: 	James
    M. Power
	 	 	 	 	 	 	 
	TITLE: 	President	 	TITLE: 	President
	 	 	 	 	 	 	 
	MEMBERS Capital Advisors, Inc.	 	CUNA Mutual Financial Group,
    Inc.
	/s/David P. Marks	 	/s/Jason A. Pisarik
	 	 	 
	 	 	 
	BY:	David
    P. Marks	 	BY: 	Jason
    A. Pisarik
	 	 	 	 	 	 	 
	TITLE: 	President	 	TITLE: 	SVP,
    Chief Accounting Officer
	 	 	 	 	 	 	 
	MEMBERS Life Insurance Company	 	CMFG Life Vermont, Inc.
	/s/Timothy Graham	 	/s/Christopher J. Copeland
	 	 	 
	 	 	 	 	 	 	 
	BY:	Timothy
    Graham	 	BY: 	Christopher
    J. Copeland
	 	 	 	 	 	 	 
	TITLE: 	SVP,
    Finance	 	TITLE: 	SVP,
    Chief Actuary
	 	 	 	 	 	 	 
	CUNA Mutual Insurance Agency,
    Inc.	 	CUNA Mutual Investment Corporation
	/s/Jay Isaacson	 	/s/Thomas J. Merfeld
	 	 	 
	 	 	 
	BY:	Jay
    Isaacson	 	BY: 	Thomas
    J. Merfeld
	 	 	 	 	 	 	 
	TITLE: 	President	 	TITLE: 	SVP,
    Chief Market Risk Officer


 






    6


    


    

 


	CUNA Mutual Management Services,
    LLC	 	International Commons, Incorporated
	/s/Thomas J. Merfeld	 	/s/Thomas J. Merfeld
	 	 	 
	 	 	 	 	 	 	 
	BY:	Thomas
    J. Merfeld	 	BY:	Thomas
    J. Merfeld
	 	 	 	 	 	 	 
	TITLE:	President	 	TITLE:	President
	 	 	 	 	 	 	 
	CUMIS Vermont, Inc.	 	CUNA Brokerage Services, Inc.
	/s/Thomas J. Merfeld	 	/s/Timothy S. Halevan
	 	 	 
	 	 	 	 	 	 	 
	BY:	Thomas
    J. Merfeld	 	BY:	Timothy
    S. Halevan
	 	 	 	 	 	 	 
	TITLE:	President	 	TITLE:	President
	 	 	 	 	 	 	 
	CPI Qualified Plan Consultants,
    Inc.	 	TruStage Insurance Agency, LLC
	/s/Paul Chong	 	/s/Susan M. Sachatello
	 	 	 
	 	 	 	 	 	 	 
	BY:	Paul
    Chong	 	BY:	Susan
    M. Sachatello
	 	 	 	 	 	 	 
	TITLE:	President	 	TITLE:	SVP,
    TruStage
	 	 	 	 	 	 	 
	CUNA Mutual International Holdings,
    Ltd.	 	CUNA Mutual International Finance,
    Ltd.
	/s/Paul M. Treinen	 	/s/Paul M. Treinen
	 	 	 
	 	 	 	 	 	 	 
	BY:	Paul
    M. Treinen	 	BY:	Paul
    M. Treinen
	 	 	 	 	 	 	 
	TITLE:	President	 	TITLE:	President
	 	 	 	 	 	 	 
	CUNA Caribbean Holdings St. Lucia,
    Ltd.	 	CUNA Mutual Global Holdings,
    Inc.
	/s/Paul M. Treinen	 	/s/Paul M. Treinen
	 	 	 
	 	 	 	 	 	 	 
	BY:	Paul
    M. Treinen	 	BY:	Paul
    M. Treinen
	 	 	 	 	 	 	 
	TITLE:	President	 	TITLE:	President


 






    7


    


    

 


	CUNA Mutual Insurance Society
    Dominicana, S.A.	 	CUNA Caribbean Insurance Society,
    Limited
	/s/Paul M. Treinen	 	/s/Paul M. Treinen
	 	 	 
	 	 	 	 	 	 	 
	BY:	Paul
    M. Treinen	 	BY:	Paul
    M. Treinen
	 	 	 	 	 	 	 
	TITLE:	President	 	TITLE: 	Chairman
	 	 	 	 	 	 	 
	CUNA Mutual Insurance (Europe)
    Limited	 	CUNA Mutual Holding Company
	/s/Paul
                                         M. Treinen

                     
	 	/s/Faye
    A. Patzner
	 	 	 	 	 	 	 
	BY:	Paul
    M. Treinen	 	BY:	Faye
    A. Patzner
	 	 	 	 	 	 	 
	TITLE:	Director	 	TITLE: 	EVP, Chief Administrative Officer
	 	 	 	 	 	 	 
	CUNA Mutual Caribbean Holdings,
    Ltd.	 	6834 Hollywood Boulevard, LLC
	 	 	 	 	BY:	CMFG Life Insurance Company,
    its sole member
	/s/Paul M. Treinen	 	/s/Faye A. Patzner
	 	 	 
	 	 	 	 	 	 	 
	BY:	Paul
    M. Treinen	 	BY:	Faye
    A. Patzner
	 	 	 	 	 	 	 
	TITLE:	Director	 	TITLE: 	EVP,
    Chief Administrative Officer
	 	 	 	 	 	 	 
	CUNA Caribbean Insurance Jamaica
    Limited	 	CUNA Mutual Group Holdings Europe
    Limited
	/s/Paul M. Treinen	 	/s/Faye A. Patzner
	 	 	 
	 	 	 	 	 	 	 
	BY:	Paul
    M. Treinen	 	BY:	Faye
    A. Patzner
	 	 	 	 	 	 	 
	TITLE:	Director	 	TITLE:	Chairman
	 	 	 	 	 	 	 
	CUNA Caribbean Insurance Services
    Limited	 	CUNA Mutual Life Assurance (Europe)
    Limited
	/s/Faye A. Patzner	 	/s/Faye A. Patzner
	 	 	 
	 	 	 	 	 	 	 
	BY:	Faye
    A. Patzner	 	BY:	Faye
    A. Patzner
	 	 	 	 	 	 	 
	TITLE:	Chairman	 	TITLE:	Chairman


 






    8


    


    

 


	 	 	 	 	 	 	 
	CUMIS Insurance Society, Inc.	 	 
	 	 	 
	/s/Steven R. Suleski	 	 
	 	 	 
	 	 	 	 	 	 	 
	BY:	Steven
    R. Suleski	 	 	 
	 	 	 	 	 	 	 
	TITLE:	Secretary	 	 	 


 






    9


    


    

 


Schedule
A

Prior Cost Sharing Agreements


 


		1.	Cost
                                         Sharing Agreement (Parent to Subsidiaries), most recently amended as of January 15, 2014



 


		2.	Cost
                                         Sharing Agreement (Subsidiaries to Parent), most recently amended as of January 15, 2014



 


		3.	Procurement
                                         and Disbursement and Billing and Collection Services Agreement, most recently amended
                                         as of January 15, 2014



 






    10