Exhibit
10(iii)(b)


 


AMENDMENT
TO INVESTMENT ADVISORY AGREEMENT


 


THIS
AMENDMENT (“Amendment”), effective
as of January 15. 2014 (the “Effective Date”), amends the Investment Advisory Agreement effective January 31,
2012 (the “Agreement”), by and between CUNA Mutual Holding Company and the Covered Entities (as defined in the Agreement)
(collectively, “Company”) and MEMBERS Capital Advisors, Inc. (“Adviser”) and is entered into by Adviser
and the entities named as signatories hereto (collectively, “Joining Parties”).


 


WHEREAS,
this Amendment is fully incorporated into
the Agreement; capitalized terms used in this Amendment, and not otherwise defined herein, will have the meanings set forth in
the Agreement; and


 


WHEREAS,
the Joining Parties are indirect wholly-owned
subsidiaries of CUNA Mutual Holding Company and were formed during the calendar year 2013; and


 


WHEREAS,
the Joining Parties desire to become parties
to the Agreement;


 


NOW,
THEREFORE, in consideration of the responsibilities
respectively assumed by the parties under the terms and conditions of the Agreement, the parties hereto intending to be legally
bound hereby agree that the provisions of this Addendum shall control the terms and conditions of the Agreement to the extent
set forth herein:


 


		1.	The
                                         Joining Parties each agree to become a party to the Agreement and accept all applicable
                                         terms and conditions of the Agreement, and shall be bound by all of the obligations and
                                         entitled to the rights of a party thereunder.



 


		2.	The
                                         Schedule of Covered Entities to the Agreement is hereby replaced by the revised
                                         Schedule of Covered Entities attached as Exhibit A hereto. All references to the
                                         Schedule of Covered Entities in the Agreement shall be deemed a reference to the Schedule
                                         of Covered Entities attached as Exhibit A hereto.



 


All
other terms and conditions of the Agreement not materially affected by this Amendment shall remain in full force and effect.


 


[Signature
Page Follows]


 






     


     


    

 



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


 


	MEMBERS Capital Advisors, Inc.	 	CUMIS Mortgage Reinsurance Company 
	 	 	 	 	 
	By:	 	 	By:	 
		David Marks	 	 	Sean Dilweg
		President	 	 	President






 






     


     


    

 


Exhibit
A


 


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
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.