Exhibit
10(i)(a)(1)


 


COINSURANCE
AGREEMENT


 


This
Coinsurance Agreement (this “Agreement”), effective as of August 19, 2019, is by and between CMFG Life Insurance Company,
a stock insurance corporation organized under the laws of the State of Iowa (hereinafter referred to as the “Reinsurer”),
and MEMBERS Life Insurance Company, a stock insurance corporation organized under the laws of the State of Iowa (hereinafter referred
to as the “Company”).


 


The
Company and the Reinsurer mutually agree to enter into a reinsurance transaction under the terms and conditions stated herein.
This Agreement is an indemnity reinsurance agreement solely between the Company and the Reinsurer, and the performance of the
obligations of each party under this Agreement shall be rendered solely to the other party. In no instance, except as set forth
in the insolvency provisions of this Agreement, shall anyone other than the Company or the Reinsurer have any rights under this
Agreement, and the Reinsurer shall have no obligation or liability to any insured, owner, beneficiary or other third party under
the policies reinsured hereunder.


 


ARTICLE
I


Definitions


 


As
used in this Agreement, the following terms shall have the following meanings (definitions are applicable to both the singular
and the plural forms of each term defined in this Article):


 


	1.1	“Business
                                         Day” means
                                         any day that is not a Saturday, Sunday or other day on which national banking institutions
                                         are required or permitted by law or executive order to be closed.



 


	1.2	“Company’s
                                         Separate Account” shall
                                         mean the insulated, non-unitized separate account (or accounts) established and maintained
                                         by the Company pertaining to the reinsured policies.



 


	1.3	“Effective
                                         Date” shall
                                         have the meaning set forth in Section 2.1.



 


	1.4	“Expense
                                         Allowance” shall
                                         have the meaning set forth in Section 4.3.



 


	1.5	“Insurance
                                         Taxes and Charges” means
                                         all premium taxes and other insurance taxes (not including any federal, state or local
                                         tax measured by income) and guaranty fund assessments payable by the Company on account
                                         of the Reinsured Policies.



 


	1.6	“Policy
                                         Benefits” shall
                                         mean all annuity payouts, partial surrenders, full surrenders, death claims (if applicable),
                                         and all other contractual benefits or liabilities of any kind payable under the Reinsured
                                         Policies, including, without limitation, any extracontractual liabilities related thereto.



 


	1.7	“Premiums”
means the gross consideration payable on account
of the Reinsured Policies.



 


	1.8	“Monthly
                                         Accounting Period” means
                                         a monthly accounting prepared in accordance with Iowa SAP and prepared by the Company
                                         in accordance with the provisions of Article VI hereof from the Effective Date through
                                         September 30, 2019 and each calendar month thereafter.



 


	1.9	“Quota
                                         Share Percentage” shall
                                         have the meaning set forth in Section 2.1.



 


	1.10	“Reinsured
                                         Policies” shall
                                         mean all (i) policies and annuity contracts classified by the Company as CUNA Mutual
                                         Group Zone Income annuity products, including any amendments, riders or endorsements
                                         attached thereto and any reinstatements thereof, and (ii) all Supplementary Contracts,
                                         in each case issued, written or exchanged by the Company on or following the Effective
                                         Date and through the date of termination of this Agreement.



 






     


     


    




 


	1.11	“Reinsurer’s
                                         Separate Account” means
                                         the separate account (or accounts) established and maintained by the Reinsurer for purposes
                                         of holding assets and reserves attributable to the portion of business reinsured hereunder
                                         that is ceded directly from the Company’s Separate Account.



 


	1.12	“Reserves”
means, as of any date, all reserves, deposit
fund liabilities and any other liabilities whatsoever for or under the Reinsured Policies calculated consistent with the reserve
requirements, statutory accounting rules, and actuarial principles applicable to the Company and/or the Reinsurer.



 


	1.13	“Settlement
                                         Amount” means
                                         the net amount due and payable to either party with respect to any Monthly Accounting
                                         Period as set forth in Section 6.1.



 


	1.14	“Supplementary
                                         Contracts” means
                                         all supplementary contracts, whether with or without life contingencies, issued by the
                                         Company in exchange for a Reinsured Policy.



 


ARTICLE
II 


Coverage


 


	2.1	Coverage.
Upon the terms and subject to the conditions
of this Agreement, as of 12:01 a.m., Central Time, on August 19,
2019 (the “Effective Date”), the Company shall cede to the Reinsurer, and the Reinsurer shall assume from the Company,
all liabilities under the Reinsured Policies on a one hundred percent (100%) coinsurance basis (the “Quota Share Percentage”).
The liability of the Reinsurer hereunder with respect to the Reinsured Policies shall begin simultaneously and automatically with
that of the Company, but not prior to the Effective Date.



 


	2.2	Conditions.
All coinsurance for which the Reinsurer is
liable hereunder shall be subject to the same rates, terms, conditions, waivers, modifications, alterations, cancellations, limitations
and restrictions as are contained in or otherwise apply to the Reinsured Policies, except as otherwise provided in this Agreement.
Whenever a change is made in the status, plan, amount or other material feature of a Reinsured Policy, the Reinsurer will provide
adjusted reinsurance coverage in accordance with the provisions of this Agreement.



 


	2.3	In-Force
                                         Business. This
                                         Agreement excludes all policies or contracts written or issued by the Company prior to
                                         the Effective Date (the “In-Force Business”). For the avoidance of doubt,
                                         all of the Company’s In-Force Business is reinsured by the Reinsurer on a ninety-five
                                         percent (95%) coinsurance basis pursuant to that certain Coinsurance Agreement, dated
                                         October 31, 2012, by and between the Company and the Reinsurer, which agreement shall
                                         provide coverage for any prior-year loss reserve development with respect to the In-Force
                                         Business.



 






     


     


    

 


ARTICLE
III


General
Provisions


 


	3.1	Inspection.
                                         Either
                                         party or its designated representative may, upon reasonable advance notice and during
                                         normal business hours at the offices of the Company or the Reinsurer, as the case may
                                         be, conduct reasonable inspections of the books and records of the other party reasonably
                                         relating to the Reinsured Policies or this Agreement for such period as this Agreement
                                         remains in effect and as long thereafter as the Company or the Reinsurer, as the case
                                         may be, has any outstanding obligation under this Agreement.



 


	3.2	Setoff
                                         and Recoupment. Subject
                                         to the limitation on setoff set forth in Section 6.2, any debts or credits incurred or
                                         arising on or after the Effective Date in favor of or against either the Company or the
                                         Reinsurer with respect to this Agreement are deemed mutual debts or credits, as the case
                                         may be, and shall be set off, and only the net balance shall be allowed or paid; provided,
                                         however, that in the event of the insolvency of a party hereto, offsets shall only be
                                         allowed in accordance with the provisions of applicable law.



 


	3.3	Compliance
                                         with Applicable Laws. The
                                         Company and the Reinsurer shall maintain all licenses, obtain all regulatory approvals
                                         and comply with all applicable laws and regulatory requirements necessary to perform
                                         their respective obligations under this Agreement.



 


ARTICLE
IV 


Payments


 


	4.1	Premiums.
The Company shall pay the Reinsurer the Quota
Share Percentage of all Premiums payable on account of the Reinsured Policies as such Premiums are due and received. Premiums
received by the Company and payable to the Reinsurer shall be reflected in the Monthly Accounting Reports prepared by the Company
and included in the calculation of the applicable Settlement Amounts pursuant to Section 6.1. All Premiums remitted from the Company’s
Separate Account shall be deposited directly into the Reinsurer’s Separate Account. The Reinsurer shall be permitted to
invest premiums deposited into the Reinsurer’s Separate Account in accordance with the investment guidelines attached hereto
as Exhibit A (the “Investment Guidelines”). The Reinsurer shall have the authority to manage, substitute and re-invest
assets held in the Reinsurer’s Separate Account at its discretion, provided that (a) all assets held in or transferred to
the Reinsurer’s Separate Account shall comply at all times with the Investment Guidelines, and (b) the aggregate value of
assets held in the Reinsurer’s Separate Account shall at all times be no less than the outstanding reserves and other liabilities
reinsured from the Company’s Separate Account. All assets held in the Reinsurer’s Separate Account shall be used solely
to satisfy liabilities attributable to the Company’s Separate Account and shall not be chargeable with liabilities arising
out of any other business of the Company or the Reinsurer. The Reinsurer shall provide the Company with a semi-annual report (or
more frequently if requested by the Company), with a copy provided to the Iowa Insurance Division, summarizing the investment
holdings in the Reinsurer’s Separate Account with respect to the six-month period at issue.


 


     


     


    
 

	4.2	Policy
                                         Benefits. The
                                         Reinsurer shall pay its Quota Share Percentage of all Policy Benefits paid by the Company
                                         during the current Monthly Accounting Period. Policy Benefits payable to the Company
                                         shall be reflected in the Monthly Accounting Reports prepared by the Company and included
                                         in the calculation of the applicable Settlement Amount pursuant to Section 6.1. Any Policy
                                         Benefit payable by the Reinsurer attributable to the Company’s Separate Account
                                         shall be satisfied solely through assets held in the Reinsurer’s Separate Account.
                                         Any Policy Benefit payable by the Reinsurer hereunder attributable to the Company’s
                                         general account shall be satisfied using assets from the Reinsurer’s general account.



 


	4.3	Expense
                                         Allowance. As
                                         reimbursement for expenses and costs incurred by the Company in the sale and administration
                                         of the Reinsured Policies, including but not limited to (i) commissions, (ii) acquisition
                                         expenses, (iii) expenses incurred in the provision of policyholder and benefit payment
                                         services, and (iv) Insurance Taxes and Charges, the Reinsurer shall pay to the Company
                                         a monthly expense allowance in an amount equal to the Quota Share Percentage of the actual
                                         allocated expenses and costs incurred by the Company with respect to the Reinsured Policies
                                         for the monthly period at issue, which expenses and costs shall be allocated between
                                         the Company’s Separate Account and the Company’s general account in accordance
                                         with SSAP 70 (the “Expense Allowance”). The Expense Allowance shall be reflected
                                         in the Monthly Accounting Reports prepared by the Company and included in the calculation
                                         of the applicable Settlement Amount pursuant to Section 6.1.



 


	4.4	Payments.
All payments pursuant to this Agreement shall
be made in U.S. dollars and immediately available funds.



 


ARTICLE
V


Administration


 


	5.1	Policy
                                         Administration. The
                                         Company shall provide all required, necessary and appropriate claims, administrative
                                         and other services with respect to the Reinsured Policies. The Company shall use reasonable
                                         care in its underwriting, administration and claims practices with respect to the Reinsured
                                         Policies and in administering and performing its duties under this Agreement and such
                                         practices, administration and performance shall (a) conform with applicable law; (b)
                                         not be fraudulent; and (c) be no less favorable than those used by the Company with respect
                                         to other policies of the Company not reinsured by the Reinsurer.



 


	5.2	Record
                                         Keeping. The
                                         Company shall maintain appropriate books and records relating to the Reinsured Policies
                                         in accordance with industry standards of insurance record keeping. In the event of the
                                         termination of this Agreement and upon the request of the Company, any records in the
                                         possession of the Reinsurer related to the Reinsured Policies shall be duplicated and
                                         forwarded to the Company. The Company shall establish and maintain an adequate system
                                         of internal controls and procedures for financial reporting relating to the Reinsured
                                         Policies and shall make such documentation available for examination and inspection by
                                         the Reinsurer upon request.



 


 






     


     


    

 


ARTICLE
VI


Accounting
and Settlement


 


	6.1	Monthly
                                         Accounting Reports. Within
                                         thirty (30) calendar days following the end of each Monthly Accounting Period, the Company
                                         shall provide the Reinsurer with a monthly report which shall list each of the payment
                                         obligations pursuant to Article IV for such Monthly Accounting Period and such other
                                         information regarding the Reinsured Policies as may be mutually agreed upon by the parties
                                         (the “Monthly Accounting Reports”). Each Monthly Accounting Report shall
                                         separately identify payment obligations attributable to the Company’s Separate
                                         Account and payment obligations attributable to the Company’s general account.
                                         In addition to the Monthly Accounting Reports, the Company shall provide the Reinsurer
                                         with any additional information related to this Agreement or the Reinsured Policies as
                                         is reasonably necessary for the Reinsurer to satisfy any financial reporting or disclosure
                                         requirements or to comply with any applicable laws. Each Monthly Account Report will
                                         include separate calculations of the Settlement Amount for that Monthly Accounting Period
                                         related to the Company’s Separate Account and the Company’s general account
                                         with respect to the Reinsured Policies. The term “Settlement Amount” for
                                         any Monthly Accounting Period shall mean an amount equal to the difference between (i)
                                         Premiums payable pursuant to Section 4.1, less (ii) Policy Benefits payable pursuant
                                         to Section 4.2, less (iii) the Expense Allowance payable pursuant to Section 4.3, in
                                         each case calculated for the Company’s Separate Account and the Company’s
                                         general account.



 


	6.2	Settlements.
If the Settlement Amount prepared by the Company
for the Company’s Separate Account or the Company’s general account shows a net balance payable to the Reinsurer,
the Company shall remit such balance(s) to the Reinsurer within thirty (30) Business Days following delivery of the Monthly Accounting
Report. If the Settlement Amount for the Company’s Separate Account or the Company’s general account shows a net balance
payable to the Company, the Reinsurer shall remit such balance(s) to the Company within thirty (30) Business Days following receipt
of the Monthly Accounting Report. Any Settlement Amount payable by the Reinsurer from the Reinsurer’s Separate Account shall
be satisfied solely from assets held in the Reinsurer’s Separate Account. In addition, any balances due hereunder on account
of the Company’s Separate Account shall not be offset against balances attributable to the Company’s general account.



 


	6.3	Reconciliation.
                                         Each
                                         party shall have the right to review and dispute individual components of the transactions
                                         reflected in the Monthly Accounting Reports, and to request adjustments, as appropriate.
                                         Any amount due either party in connection with any adjustment shall be paid within thirty
                                         (30) Business Days following the parties’ resolution of such adjustment.



 


ARTICLE
VII


Term
and Termination


 


	7.1	Term.
The coinsurance provided under this Agreement
shall remain continuously in force for so long as the Company shall remain liable on the Reinsured Policies or until terminated
by either party by written notice given to the other party at least twelve (12) months in advance of the termination date, a copy
of which shall be provided to the Iowa Insurance Division.



 


     


     


    

 

	7.2	Runoff
                                         Coverage. If
                                         this Agreement is terminated, the coinsurance hereunder shall continue to apply to benefits
                                         and/or claims under all Reinsured Policies (including any lapsed, surrendered, reinstated,
                                         renewed or matured Reinsured Policy) until the Company’s obligations under the
                                         Reinsured Policies ceases. The parties hereto expressly covenant and agree that, in the
                                         event of termination of this Agreement, they will cooperate with each other in the handling
                                         of all such run-off insurance business until the Company’s obligations under the
                                         Reinsured Policies ceases. All costs and expenses associated with the handling of such
                                         run-off business shall be borne solely by the Reinsurer. For the avoidance of doubt,
                                         in the event this Agreement is terminated, the coinsurance hereunder shall not apply
                                         to any life insurance policies or annuity contracts, or binders, contracts, certificates,
                                         riders, endorsements, supplemental benefits, or other agreements related or attaching
                                         to such insurance policies or contracts, that were first issued or assumed by the Company
                                         on or after the effective date of any termination of this Agreement.



 


	7.3	Recapture.
The Policies are not eligible for recapture
by the Company except upon the mutual agreement of the Company and the Reinsurer.



 


ARTICLE
VIII


Insolvency


 


	8.1	Insolvency
                                         of Ceding Company. In
                                         the event of insolvency and the appointment of a conservator, liquidator, or statutory
                                         successor of the Company, the reinsurance hereunder shall be payable directly to the
                                         conservator, rehabilitator, liquidator, receiver or statutory successor of the Company
                                         on the basis of claims allowed against the Company by any court of competent jurisdiction
                                         or by any conservator, rehabilitator, liquidator, receiver or statutory successor of
                                         the Company having authority to allow such claims, without diminution because of that
                                         insolvency, or because the conservator, rehabilitator, liquidator, receiver or statutory
                                         successor of the Company has failed to pay all or a portion of any claims. Payments by
                                         the Reinsurer, as set forth herein, shall be made directly to the Company or to its conservator,
                                         rehabilitator, liquidator, receiver or statutory successor. The conservator, rehabilitator,
                                         liquidator, receiver or statutory successor of the Company shall give written notice
                                         to the Reinsurer of the pendency of a claim against the Company indicating the policy
                                         reinsured, within a reasonable time after such claim is filed and the Reinsurer may investigate
                                         and interpose, at its own expense, in any proceeding where such claim is to be adjudicated,
                                         any defense or defenses that the Reinsurer may deem available to the Company or to its
                                         conservator, rehabilitator, liquidator, receiver or statutory successor.



 


ARTICLE
IX


Dispute
Resolution


 


	9.1	Dispute
Resolution. if a dispute, controversy, or claim
arises out of or relates to this Agreement, or an alleged breach thereof, and if said dispute cannot be settled through direct
discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation administered by the
American Arbitration Association (“AAA”) under its Commercial Mediation Rules, before resorting to arbitration. If
the matter has not been resolved pursuant to mediation within thirty (30) calendar days of the commencement of such mediation
(which period may be extended by mutual agreement in writing), then any unresolved dispute, controversy, or claim arising out
of or relating to this Agreement, its termination or non-renewal, or any breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the AAA, and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The arbitration shall be conducted by a sole arbitrator or, at the election of either party,
before a panel of three arbitrators. Selection of the arbitrator(s) shall be in accordance with the Commercial Arbitration Rules
of the AAA. The arbitrator(s) shall allow each party to conduct limited relevant discovery. The arbitrator(s) shall have no authority
to award punitive damages or any damages not measured by the prevailing party’s actual damages, and may not, in any event,
make any ruling, finding or award that does not conform to the terms and conditions of this Agreement and applicable state and
federal laws. All fees and expenses of arbitration shall be borne by the parties equally. However, each party shall bear the expense
of its own counsel, experts, witnesses, and preparation and presentation of the arbitration matter. Any such arbitration shall
be conducted in Madison, Wisconsin.



 






     


     


    

 


ARTICLE
X


DAC
Tax


 


	10.1	Party.
                                         The
                                         term “party” will refer to either contracting company as appropriate.



 


	10.2	Other
                                         Terms. The
                                         terms “Net Positive Consideration”, “Specified Policy Acquisition Expenses”
                                         and “General Deductions Limitation” used in this Article are defined by reference
                                         to Regulation Section 1.848-2 and Code Section 848.



 


	10.3	DAC
                                         Tax Election. The
                                         parties to this Agreement make the election set forth below pursuant to Section 1.848-2(g)
                                         (8) of the Income Tax Regulations issued under Section 848 of the Internal Revenue Code
                                         of 1986, as amended (the “Code”). This election shall be effective for taxable
                                         year 2013 and for all subsequent taxable years for which this Agreement remains in effect.



 


		(a)	The
                                         party with the Net Positive Consideration for this Agreement for each taxable year will
                                         capitalize Specified Policy Acquisition Expenses with respect to this Agreement without
                                         regard to the General Deductions Limitation of Code Section 848(c)(1).



 


		(b)	Both
                                         parties agree to exchange information pertaining to the amount of net consideration under
                                         this Agreement each year, or as otherwise required by the Internal Revenue Service, to
                                         ensure consistency.



 


		(c)	The
                                         Company will submit a schedule to the Reinsurer by May 1 of each year with its calculation
                                         of the net consideration for the preceding calendar year. This schedule will be accompanied
                                         by a statement signed by an officer of the Company attesting to the calculation contained
                                         in said schedule. The Reinsurer may contest such calculation by providing an alternative
                                         calculation to the Company in writing within thirty (30) calendar days of the Reinsurer’s
                                         receipt of the Company’s calculation.



 


		(d)	If
                                         the Reinsurer contests the Company’s calculation, the parties will act in good
                                         faith to reach an agreement as to the correct amount within thirty (30) calendar days
                                         of the date that the Company receives the Reinsurer’s alternative calculation.
                                         If the parties reach an agreement on the net consideration calculation, each party will
                                         report the agreed upon amount in its income tax return for the preceding calendar year.
                                         If the parties are unable to reach an agreement on the amount of net consideration, then
                                         the dispute shall be resolved pursuant to Article IX of this Agreement. If Reinsurer
                                         does not contest the Company’s calculation the parties will utilize the calculation
                                         provided by the Company for reporting purposes in their respective income tax returns
                                         for the preceding year.



 






     


     


    

 


ARTICLE
XI


Miscellaneous
Provisions


 


	11.1	Headings.
Headings used herein are not a part of this
Agreement or related documents and shall not affect the terms hereof.



 


	11.2	Notices.
All notices and communications hereunder shall
be in writing and shall become effective when received. Any written notice shall be sent by either certified or registered mail,
return receipt requested, overnight delivery service (providing for delivery receipt), electronic facsimile transmission, or delivered
by hand. All notices or communications under this Agreement shall be addressed as follows: If to the Company:



 


MEMBERS
Life Insurance Company


5910
Mineral Point Rd.


Madison,
WI 53705


Attention:
Treasurer


 


If
to the Reinsurer:


 


CMFG
Life Insurance Company


5910
Mineral Point Rd.


Madison,
WI 53705


Attention:
Treasurer


 


	11.3	Successors
                                         and Assigns. This
                                         Agreement and related documents cannot be assigned by either party without the prior
                                         written consent of the other and the prior approval of the Iowa Insurance Division. The
                                         provisions of this Agreement and related documents shall be binding upon and inure to
                                         the benefit of and be enforceable by the parties hereto and their respective successors
                                         and assigns as permitted herein.



 


	11.4	Execution
                                         in Counterparts. This
                                         Agreement may be executed by the parties hereto in any number of counterparts, and by
                                         each of the parties hereto in separate counterparts, each of which counterparts, when
                                         so executed and delivered, shall be deemed to be an original, but all such counterparts
                                         shall together constitute but one and the same instrument.



 


	11.5	Entire
                                         Agreement. This
                                         Agreement constitutes the entire agreement between the parties hereto with respect to
                                         the business being reinsured hereunder and there are no understandings between the parties
                                         other than those expressed in this Agreement. Any change or modification to this Agreement
                                         shall be null and void unless made by amendment to this Agreement and signed by both
                                         parties hereto.



 


     


     


    

 

	11.6	Regulatory
                                         Approval of Amendments. No
                                         amendment of this Agreement will be effective without the prior approval of the Iowa
                                         Insurance Division. Similarly, when and if, under other
                                         applicable laws or regulations, the approval of any amendment to this Agreement
                                         or related documents by one or more federal, state or local regulatory authorities is
                                         required, the amendment shall not take effect unless and until all such necessary approvals
                                         have been received by the Company.



 


	11.7	Governing
                                         Law. This
                                         Agreement and related documents shall be governed by and construed in accordance with
                                         the laws of the State of Iowa.



 


	11.8	Severability.
                                         In
                                         the event any section or provision of this Agreement or related documents is found to
                                         be void and unenforceable by a court of competent jurisdiction, the remaining sections
                                         and provisions of this Agreement or related documents shall nevertheless be binding upon
                                         the parties with the same force and effect as though the void or unenforceable part had
                                         not been severed or deleted.



 


[Remainder
of page left intentionally blank]


 




     


     


    

 


EXHIBIT
A



 


Investment
Guidelines CMFG Life Insurance Company


Risk
Control Separate Account


and
Declared Rate Separate Account


 


Risk
Control Separate Account Limits


 





	Broad
    Asset Class	 	Asset
    Class	 	Minimum	 	Maximum
	Near Risk-Free	 	 	 	4%	 	100%
	 	 	Cash	 	0%	 	100%
	 	 	Government	 	1%	 	100%
	 	 	Agency MBS*	 	3%	 	40%
	 

        Corporate
	 	 	 	20%	 	80%
	 	 	Public – Investment
    Grade	 	20%	 	80%
	 	 	Private – Investment
    Grade	 	0%	 	20%
	 	 	High Yield	 	0%	 	10%
	 	 	 	 	 	 	 
	Other Credit	 	 	 	0%	 	30%
	 	 	Municipal	 	0%	 	5%
	 	 	Mortgage Loan	 	0%	 	25%
	 	 	 	 	 	 	 
	Structured Credit	 	 	 	3%	 	25%
	 	 	ABS	 	0%	 	20%
	 	 	CMBS	 	0%	 	20%
	 	 	CLO	 	0%	 	20%
	 	 	RMBS	 	0%	 	5%
	 	 	 	 	 	 	 
	Equity or Near-Equity	 	 	 	0%	 	 5%
	 	 	Real Estate	 	0%	 	0%
	 	 	Alternative –
    Mezzanine	 	0%	 	5%
	 	 	Alternative –
    Private Equity	 	0%	 	5%
	 	 	Public Equity	 	0%	 	5%




 








 *A
pass-through security or unleveraged CMO class


 








Derivatives


 


Derivatives
will primarily be limited to those hedging liability risks. Risks hedged would primarily be the equity market related guarantees
of the CUNA Mutual Group Zone Income Annuity Contract but can also include rate and credit oriented exposures generally related
to liability reserves. Derivative usage and limits on notional amounts will be set by the Board of Directors of CMFG Life Insurance
Company from time to time and must comply with the CMFG Life Insurance Company Derivative Use Plan and Derivative Policy.


 


Transfer
restrictions


 


Assets
may be transferred into and out of the separate accounts as long as asset values exceed liability values after such transfers.
Impaired securities, securities in default or assets encumbered by other agreements (modified coinsurance “segregated”
assets, collateral for trusts, etc.) may not be transferred into the separate accounts.







 




     


     


    




 


Borrowing
to Support the Separate Accounts


 


Assets
of the Separate Accounts may be used to collateralize borrowing in order to meet short- term liquidity needs of the Separate Accounts.


 


Use
of Funding Agreements


 


Assets
of the Separate Accounts may be used to collateralize funding agreements with the Federal Home Loan Bank (“FHLB”).
Funding agreement proceeds will be invested within the Separate Accounts in assets that are consistent with these investment guidelines
and that match funding agreement liabilities. Funding agreement liabilities will be recorded in the Separate Accounts.


 


Securities
Lending


 


The
Separate Accounts may participate in a securities lending program consistent with the terms of the general account securities
lending program in which collateral is received for loaned securities, provided investments made with such collateral are invested
within the Separate Accounts in assets consistent with these Investment guidelines and that match securities lending program liabilities.


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to executed by their duly authorized representative.


 


CMFG
Life Insurance Company 


		 	 
	By:		 
	Name:	Thomas
    Merfeld	 
	Title:	EVP, Chief
    Financial Officer	 
	 	 	 
	Date:	8/19/2019	 




 


MEMBERS
Life Insurance Company 


		 	 
	By:		 
	Name:	Brian
    Borakove	 
	Title:	VP, Corporate
    Treasurer	 
	 	 	 
	Date:	8/21/19