10-12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

Amendment No. 1

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

US Alliance Corporation

 (Exact Name of Registrant as specified in its charter)

Kansas 26-482142

(State or other jurisdiction of incorporation or organization)                                                                                                                                          (I R.S. Employer Identification No.)

4123 SW Gage Center Drive, Suite 240, Topeka, Kansas 66604

(Address of principal executive offices)                                                                                                                                 (Zip Code)

Registrant's telephone number, including area code (785) 228-0200

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which Each class is to be registered
_________________ ________________	____________________ ___________________

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $.10 par value

(Title of

class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company See the definitions of "large accelerated filer,""accelerated filer" and "smaller reporting company" in Rule 126.2 of the Exchange Act

Large accelerated filer                                                                 ❑          Accelerated filer                                                                           ❑

Non-accelerated filer                                                                   ❑          Smaller reporting company                                                        ❑

US ALLIANCE CORPORATION

FORM 10

TABLE OF CONTENTS

Item	Item Description	Page
Item 1	Business	1
Item 1A	Risk Factors	7
Item 2	Financial Information	13
Item 3	Description of Property	24
Item 4	Security Ownership of Certain Beneficial Owners	24
Item 5	Directors and Executive Officers	24
Item 6	Executive Compensation	26
Item 7	Certain Relationships and Related Transactions and Director Independence	27
Item 8	Legal Proceedines	27
Item 9	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Maters	27
Item 10	Recent Sales of Unregistered Securities	28
Item 11	Description of Securities	28
Item 12	Indemnification of Directors and Officers	29
Item 13	Financial Statements and Supplementary Data	29
Item 14	Changes in and Disagreement with Accountant on Accounting and Financial Disclosure	29
Item 15	Financial Statements and Exhibits	31

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.

Except for certain historical information contained herein, this Registration Statement on Form 10 contains certain statements that may be considered "forward-looking statements.”  All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of revenues, earnings, cash flows, capital expenditures, or other financial items, any statement of plans, strategies, and objectives of management for future operations, any statements concerning proposed acquisition plans, new services, or developments; any statements regarding future economic conditions or performance, rind any statements of belief and any statement of assumptions underlying any of the foregoing Words such as “believe,” “may,” “could,” “expects,” “hopes,” “estimates,” “projects,” “intends,” “anticipates,” and “likely,” and variations of these words, or similar expressions, terms, or phrases, are intended to identify such forward-looking statements. Forward-looking statements are inherently subject to risks, assumptions, and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Item 1A. Risk Factors."

All such forward-looking statements speak only as of the date of this Registration Statement. You are cautioned not to place undue reliance on such forward-looking statements The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in the events, conditions, or circumstances on which any such statement is based.

INTRODUCTORY COMMENT

    We are filing this General Form for Registration of Securities on Form 10 to register our common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for  the sole purpose of complying with Section 12(g) of the Exchange Act, which requires a company which, as of the end of any fiscal year, has more than $10 million in assets and a class of stock held by more than 2,000 persons or 500 persons who do not qualify as “accredited investors” to register such stock.  Once this Registration Statement is deemed effective, we will be subject to the requirements of Section 13(a) under the Exchange Act, which will require us to file annual reports on Form 10K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. See “Item 1A. Risk Factors—We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.”

The registration of our common stock upon the effectiveness of this registration statement does not, on its own, create any market for our stock and we do not intend to seek any listing of our stock on any national exchange or over-the-counter market. See “Item 1A. Risk Factors—USAC voting common stock is an illiquid investment at present.”

Item 1 Business

Overview and History.

US Alliance Corporation ("USAC") was formed as a Kansas corporation on April 24, 2009 for the purpose of raising capital to form a new Kansas-based life insurance company. Our executive offices are located at 4123 SW Gage Center Drive, Suite 240, Topeka, Kansas 66604. Our telephone number is 785-228-02000 and our website address is www.usalliancecorporation.com.

We currently have three wholly-owned operating subsidiaries through which we conduct our business: US Alliance Life and Security Company ("USALSC"), a life insurance corporation; US Alliance Marketing Corporation ("USAMC"), an insurance marketing corporation; and US Alliance Investment Corporation ("USAIC"), an investment management corporation. Unless the context otherwise indicates, references in this registration statement to "we", "us", "our", or the "Company" refer collectively to USAC and its subsidiaries.

Subsidiaries.

USALSC, our insurance subsidiary, was formed as a Kansas corporation on June 9, 2011. USAMC, our marketing subsidiary, was formed as a Kansas corporation on April 23, 2012, for the purpose of serving as the marketing resource of USALSC and the distribution channels being created and maintained. USAIC, our investment management subsidiary was formed as a Kansas corporation on April 23, 2012, for the purpose of serving as the investment manager for USAC and USALSC. We formed and capitalized our subsidiaries with, among other things, proceeds from private placements of USAC common stock and warrants, and public offerings to Kansas residents of USAC common stock and warrants that were registered by qualification with the Office of the Kansas Securities Commissioner. These offerings are described in more detail in Item 10 - Recent Sales of Unregistered Securities.

Products and Services.

We conduct our life insurance business through USALSC. USALSC received a Certificate of Authority from the Kansas Insurance Department ("KID") effective January 2, 2012, and sold its first insurance products on May I, 2013. USALSC currently offers the following seven product categories:

Ø Solid Solutions Term Life Series®, Registered Trademark No 4,740,828. This simplified issue term life insurance product is designed to provide coverage with a face value of $250,000 or less.  This product features limited underwriting and is offered with 10, 20, 25, and 30 year terms.

Ø Sound Solutions Term Life Series®, Registered Trademark No, 4,740,827. This is a fully underwritten term life insurance product designed to provide coverage for higher face amounts.  This product features multiple risk classifications and is offered with 15, 20, 25 and 30 year terms.

Ø Pioneer Whole Life. This is a traditional whole life insurance product designed to provide permanent coverage with a limited premium paying period.  This product is sold with death benefits typically ranging from $25,000 to $100,000.

Ø Legacy Juvenile Series® Registered Trademark No. 4,577,835. This product is term life insurance to age 25 available for purchase on children up to the age of 16 in an amount of $10,000 or $20,000 with a one-time premium payment.

Ø American Annuity Series®, Registered Trademark No 4,582,074 This product is a flexible premium deferred annuity with a minimum initial deposit of $10,000.

Ø Thoughtful Pre-Need Series®, Registered Trademark No 4,620,073 This series of products includes a single or multiple pay premium pre-need whole life insurance policy sold by funeral directors who are licensed by the KID in conjunction with a preplanned funeral.  This product is typically sold with smaller death benefits than our traditional Pioneer Whole Life.

Ø Group Products. This is a series of group non-medical insurance products developed for the small group marketplace. These products are sold to employers and provide benefits for their employees.  Our group suite of products include group term life insurance, group long term disability, and group short-term disability.

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Our single pay life products (which include our Juvenile and single premium pre-need products) accounted for 90% of 2015 direct premium revenue.  Our individual life products with recurring annual premiums (which include our term life and whole life products) accounted for 8% of 2015 direct premium revenue.  Our group products, which were introduced in March 2015, accounted for 2% of 2015 direct written premiums.

USALSC continues to look for opportunities to develop and market additional products.

Our business model also anticipates the acquisition by USAC and/or USALSC of other insurance and insurance related companies, including third-party administrators and marketing organizations.  We may also acquire, from time to time, rights to other blocks of insurance business through reinsurance or other transactions. Effective January 1, 2013 USALSC entered into a reinsurance agreement with Unified Life Insurance Company ("ULIC") to assume 20% of a certain block of health insurance policies. We have not acquired any other companies or blocks of business as of the date of this Registration Statement, but we regularly monitor and evaluate appropriate acquisition targets, taking into account cost, location, business lines, and distribution channels of a potential acquisition target, as well as the synergies a combination might bring. All acquisitions will be in compliance with all required regulatory approvals. See “Government Regulation.”

Material Agreements and Partners.

On September 1, 2015, USALSC entered into an agreement to provide certain insurance administrative functions, data processing systems, daily operational services, management consulting, and marketing development to Dakota Capital Life Insurance Company.  This agreement has an initial term of 60 months (beginning on September 1, 2015), and requires 90-day advance written notice to terminate.  In addition, the agreement requires that certain products, as set forth in the agreement, will be exclusively administered by USALSC and administrative services with respect to such products may not be transferred with our consent.  The agreement provides for monthly settlement. As of December 31, 2015, we are providing administrative services on six policies.

Effective January 1, 2013, USALSC entered into a reinsurance agreement with ULIC to assume 20% of a certain block of health insurance policies.  This agreement renews annually unless either party provides written notice of its intent not to renew at least 120 days prior to the expiration of the then-current term.  The agreement provides for monthly settlement.  No activity was recorded under this agreement until January 2014. For the year ended December 31, 2015, USALSC assumed premiums of $2,453,597.

USAC uses the actuarial firm of Miller & Newberg to provide valuation, pricing and illustration actuarial services for USALSC.

In order to manage the risk of financial exposure to adverse underwriting results, USALSC reinsures a portion of its risk with other insurance companies. USALSC retains $35,000 on its Pioneer Whole Life Series and $25,000 on its Solid Solutions Term Life Series® and Sound Solutions Term Life Series®. USALSC also reinsures 100% of the risk on its accidental death benefit rider. USALSC retains 25% of the risk for each covered life on its group life product to a maximum of $100,000 on any individual person. USALSC retains 25% of the risk for each covered life on its group accidental death and dismemberment product to a maximum of $25,000 on any individual person. USALSC also has catastrophic reinsurance coverage to protect against three or more group life deaths resulting from a single event. USALSC also reinsures 100% of the risk on its group disability products. Optimum Re Insurance Company (a subsidiary of Optimum Group), General Reinsurance Corporation (a subsidiary of Berkshire Hathaway), and Reliance Standard Life Insurance Company (a subsidiary of Tokio Marine Holdings) provide reinsurance for USALSC.

Investments.

USAC and USALSC, through USALSC, have contracted with General Re-New England Asset Management (GR-NEAM), a Berkshire Hathaway subsidiary, to manage the investments of USALSC and a portion of the investments of USAC. The investment parameters are determined by Kansas law and the KID, as well as the internal investment policies of USALSC and USAC.

USAC internally manages a portfolio of equities within its investment policy guidelines (as modified from time to time, our "Investment Policy"), which take into account type of investments and investment instruments, and establishes diversification benchmarks to help manage investment risk. USAC's investment in its subsidiaries is managed outside of its Investment Policy.

Our Investment Policy may be modified by USAC's Board of Directors (the "Board" or "Board of Directors") in compliance with applicable law.

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The following summarizes our Investment Policy, effective June 1, 2015:

Ø Approved Investment Instruments. We may invest in the following approved investment classes in accordance with the restrictions and subject to the benchmark ranges set forth in our Investment Policy and described below:

v United States Government Securities — bonds or other evidences of indebtedness that are hilly guaranteed or insured by the U.S. Government or any agency or instrumentality thereof.

v Securities of the District of Columbia, State, Insular or Territorial Possession Government of the United States —bonds or other evidences of indebtedness, without limitation, of the District of Columbia, State, or any political subdivision of such, or Insular or Territorial Possession of the United States.

v Canadian Government, Provincial and Municipal Obligations —bonds or other evidences of indebtedness issued by the Dominion of Canada, or by any Province thereof, or by any municipality, agency or instrumentality thereof.

v Fixed Income Obligations — bonds or other evidence of indebtedness issued, assumed or guaranteed by a corporation.

v Equity Interests - preferred stocks, common stocks, mutual funds, exchange traded funds, master limited partnerships and other securities representing equity ownership interests in a corporation, provided that we may not own more than 2% of any corporation, mutual fund, exchange traded fund, master limited partnership or other equity security.

v Real Estate - real estate for use in the operations of the Company, which we refer to as "Home Office Real Estate," or for the production of income. We may also invest in shares of beneficial interest in or obligations issued by a Real Estate Investment Trust qualified under pertinent sections of the United States Internal Revenue Code.

v Mortgage Loans - first-lien mortgage loans on commercial or residential property with loan to value of no greater than 80% at the time of purchase.

v Mortgage - Backed Securities -mortgage-backed securities issued by the Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Freddie Mae), or a private entity. Any such securities must be rated investment grade by Moody's, S&P or Fitch.

v Asset-Backed Securities - asset-backed securities designated as investment grade by Moody's, S&P or Fitch or the equivalent rating by another nationally recognized statistical rating organization.

v Certificates of Deposit, Time Deposits, Overnight Bank Deposits, Banker's Acceptances and Repurchase Agreements - certificates of deposit, time deposits, overnight bank deposits, banker's acceptances issued by federally insured banks with maturities of 270 days or less from the date of acquisition, repurchase agreements with acceptable collateral and maturities of 270 days or less from date of acquisition.

v Commercial Paper - commercial paper of US corporations that are rated at least "A-2" by S&P or "P-2" by Moody's or the equivalent rating of another nationally recognized statistical rating organization if S&P 8c Moody's cease publishing ratings of these securities, and have maturities of 270 days or less from the date of acquisition.

v Money Market Accounts or Funds - money market accounts or funds that meet the following criteria:

• A substantial portion of the assets of the money market account or fund must be comprised of certain qualifying investments instruments;
• Issuers of the fund or account's investments must have a combined capital and surplus in excess of $500,000,000;

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• Maturities of 270 days or less from the date of acquisition;
• Have net assets of not less than $500,000,000; and
• Have the highest rating available of S&P, Moody's, or Fitch, or carry an equivalent rating by a nationally recognized statistical rating organization if the named rating agencies cease publishing ratings of investments

Ø Diversification. Our portfolio is constructed to diversify risk with respect to asset class, geographical location, quality, maturity, business sector and individual issuer and issue concentrations.

Ø Benchmarks. We benchmark the allocation of our investments based on the criteria set forth in the table below to help assure our investments are appropriately diversified The benchmarks may change to respond to market conditions Based on market conditions and other considerations, investments in the approved investment instruments described are maintained in the following ranges:

% of Portfolio Cost Value
Asset Class	Minimum	Maximum
Cash/Short Term	0%	100%
Investment Grade Fixed Income	20%	100%
High Yield Fixed Income	0%	15%
Equity	0%	50%
Mortgage and Mortgage related	0%	50%
Real Estate (including REITs)	0%	20%

The Executive Committee of our Board of Directors may modify the above benchmark ranges at any time deemed appropriate based on current conditions. Any such modifications will be subject to approval by the full Board of Directors at its next regularly scheduled meeting. USALSC's investment policy, as a regulated insurance entity, contains additional investment limitations as required by law.

Ø Reporting. The President or his designee shall provide monthly reports to the Executive Committee and quarterly reports to the Board of Directors reflecting the securities purchased and sold during the quarter, securities held at the end of the quarter, current benchmarks and an overall evaluation of the portfolio's investment performance.

Marketing and Distribution.

USALSC uses the USAC stockholder base, stockholder-based referrals and independent consultants to market its products and build distribution channels among funeral homes, banks, accountants, independent insurance agencies, agents, insurance brokerage firms, small Kansas companies and other distribution channels as opportunities arise.

Competition.

The life insurance industry is extremely competitive. The KID reported that, as of December 31, 2015, there were 19 domestic life and health insurance companies and an additional 520 companies incorporated in other jurisdictions which are authorized to sell life insurance in Kansas. Many of these companies are substantially larger, have greater financial resources offer more diversified product lines, and have larger marketing resources than USALSC. USALSC also must compete with other insurers for qualified persons to sell USALSC's products.

Governmental Regulation.

USALSC is subject to regulation and supervision by the KID. The insurance laws of Kansas give the KID broad regulatory authority, including powers to (i) grant and revoke licenses to transact business; (ii) regulate and supervise trade practices and market conduct, (iii) establish guaranty associations; (iv) license agents; (v) approve policy forms; (vi) approve premium rates for some lines of business; (vii) establish reserve requirements; (viii) prescribe she form and content of required financial statements and reports; (ix) determine the reasonableness and adequacy of statutory capital and surplus; and (x) regulate the type and amount of permitted investments.

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Certain factors particular to the life insurance business have an adverse effect on the statutory accounting financial results of USALSC. One such factor is that the cost of putting a new policy in force may be greater than the first year's policy premium, and, accordingly, in the early years of a new life insurance company, these initial coats and the required provisions for reserves often have an adverse effect on statutory accounting operating results. Statutory accounting requires that commissions and other first year costs be expensed when incurred rather than deferred as they are under accounting principles generally accepted in the United States of America ("GAAP").

USAC and USALSC are registered with the KID as an insurance holding company system, which is a holding company system consisting of two or more business entities, at least one of which is an insurer.   The Kansas Insurance Company Holding Act and related regulations require each insurance company in a holding company system to register with the state insurance regulatory agent of the company’s state of domicile.  Pursuant to such law and regulations, we are required to periodically furnish information concerning our operations and transactions, particularly transactions within our insurance holding company system.

Kansas insurance law, like that of most states, provides that all transactions among members of an insurance holding company system must be fair and reasonable. These laws require disclosure of material transactions within the holding company system and, in some cases, prior notice of or approval for certain transactions, including, among other things, (a) the payment of certain dividends, (b) cost sharing agreements, (c) intercompany agency, service or management agreements, (d) acquisition or divestment of control of or merger with domestic insurers, (e) sales, purchases, exchanges, loans or extensions of credit, guarantees or investments if such transactions are equal to or exceed certain thresholds, and (f) reinsurance agreements. All transactions within a holding company system affecting an insurer must have fair and reasonable terms and are subject to other standards and requirements established by law and regulation.

USALSC, our insurance subsidiary, is subject to statutory requirements as to maintenance of policyholders’ surplus and payment of dividends.  See Item 1A. Risk Factors – “USAC, as a stand-alone entity, is dependent upon cash payments from its subsidiaries.”

Kansas insurance company holding laws also require prior approval by the KID of any change of control of an insurance company, and our acquisition of control of any insurance company will require the approval of the state insurance department where such insurance company is domiciled.  There can be no guarantee such approvals can be obtained, and efforts in obtaining such approvals can be costly and time-consuming, and may result in the material delay of, or deter, a planned acquisition.

Employees.

As of December 31, 2015, USAC and its subsidiaries have four full-time employees and ten total employees.

Reports to Security Holders

Following the effective date of this Registration Statement, USAC will become a fully reporting company under the requirements of the Exchange Act, and will file the necessary annual quarterly and other reports with the Securities and Exchange Commission. We intend to forward this information to our stockholders, along with our audited year-end financial statements In addition, all periodic reports and other information we file with the SEC will be available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N E , Washington, D C 20549.

Copies of such material may be obtained by mail from the Public Reference Section of the Securities and Exchange Commission el 100 F Street, N E , Washington, D.0 20549, at prescribed rates

Information on the operation of the Public Reference Room may be obtained by calling the SEC at l-800-SEC-0330.  In addition, the Commission maintains a World Wide Website on the Internet at: http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

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Implications of Emerging Growth Company Status

As a company with less than $1 billion in revenue in our last fiscal year, we are defined as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.  We will retain “emerging growth company” status until the earliest of:

  • The last day of the fiscal year during which our annual revenues are equal to or exceed $1 billion;

 • The last day of the fiscal year following the fifth anniversary of our first sale of common stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, ("the Securities Act");

 • The date on which we have issued more than $1 billion in nonconvertible debt in a previous three-year period; or

 • The date on which we qualify as a large accelerated filer under Rule 12b-2 adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., an issuer with a public float of $700 million that has been filing reports with the U.S. Securities and Exchange Commission (“SEC”) under the Exchange Act for at least 12 months).

  As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to SEC reporting companies.  For so long as we remain an emerging growth company we will not be required to:

 • Have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Wall Street Reform and Consumer Protection Act of 2002;

 • Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 • Submit certain executive compensation matters to stockholder non-binding advisory votes;

 • Submit for stockholder approval golden parachute payments not previously approved;

 • Disclose certain executive compensation related items, as we will be subject to the scaled disclosure requirements of a smaller reporting company with respect to executive compensation disclosure; and

 • Present more than two years of audited financial statements and two years of selected financial data in a registration statement for our initial public offering of our securities.

Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of The JOBS Act.  This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result, our financial statements may not be comparable to companies that comply with public company effective dates.  Section 107 of the JOBS Act provides that our decision to opt into the extended transition period for complying with new or revised accounting standards is irrevocable.

Because the worldwide market value of our common stock held by non-affiliates, or public float, is below $75 million, we are also a “smaller reporting company” as defined under the Exchange Act.  Some of the foregoing reduced disclosure and other requirements are also available to us because we are a smaller reporting company and may continue to be available to us even after we are no longer an emerging growth company under the JOBS Act but remain a smaller reporting company under the Exchange Act.  As a smaller reporting company we are not required to:

  • Have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

 • Present more than two years of audited financial statements in our registration statements and annual reports on Form 10-K and present any selected financial data in such registration statements and annual reports.

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Item 1A.                     Risk Factors

We face many significant risks in the operating of our business and may face significant unforeseen risks as well. An investment in our voting common stock should be considered speculative. Our significant material risks are set forth below

RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK

Ownership of shares of USAC voting common stock involves substantial risk, and the entire value of those shares may be lost.

Shares of our voting common stock constitute a high-risk investment in a developing business that has incurred losses to date and expect to continue to incur losses for several years. No assurance or guaranty can be given that any of the potential benefits envisioned by our business plan will prove to be available to our stockholders, nor can any assurance or guaranty be given as to the actual amount of financial return, if any, which may result from ownership of our voting common shares. The entire value of shares of USAC voting common stock may be lost.

USAC voting common stock is an illiquid investment at present.

There is no public market for shares of USAC voting common stock, and there is no assurance that one will develop. It may be difficult to sell shares of voting common stock. We cannot assure there ever will he an active market in our voting common stock, and there is no assurance that our voting common stock will ever become publicly traded or that an active trading market will develop or be sustained. Although USAC will, upon the effectiveness of this Registration Statement, become a public company, there is no established public trading market in our common stock. Our securities are not listed for trading on any national securities exchange nor are bid or asked quotations reported in any over-the-counter quotation service and we do not intend to seek any such listing.

We do not intend to declare cash dividends on shares of our stock for the foreseeable future.

We have not paid a cash dividend on USAC voting common stock and we do not anticipate paying a cash dividend in the foreseeable future. We intend to retain available funds to be used in the expansion of operations. USAC is a holding company without independent operations and on a standalone basis has limited revenues.

Because we do not intend to pay cash dividends for the foreseeable future, stockholders will benefit from an investment in our voting common stock only if the stock appreciates in value.

Because we do not expect to pay any cash dividends for the foreseeable future, the success of any investment in USAC common stock will depend upon any future appreciation in its value. We cannot guarantee that our common stock will appreciate in value or even achieve or maintain a value equal to the price at which shares were purchased. Further, a market may never develop to sell shares of our voting common stock even if they appreciate in value.

We intend to raise additional equity capital.

We may conduct additional offerings of our securities to raise additional capital to fund our growth.  In February, 2010, we filed a prospectus with the Kansas Securities Commission to register shares of USAC common stock and warrants to purchase USAC common stock. In February, 2015, we filed a prospectus with the Kansas Securities Commission to register the common stock to be issued open the exercise of the warrants, and in January, 2016, filed a supplement to this prospectus to register an additional 1,500,000 shares of USAC common stock. This offering will remain open until February 24, 2017, and the expiration for the exercise of previously issued warrants has been extended to April 1, 2016. Assuming all warrants are exercised and the offering is fully subscribed, an additional 4.032,400 shares of USAC common stock will be issued and outstanding.  This offering and any additional offerings of USAC securities that we may conduct in the future, will have dilutive effects as to the ownership interests and accretive effects to existing stockholders book value.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

 Upon the effectiveness of this Registration Statement, USAC will become a public company. As a public company, we will incur significant legal, accounting and other expenses under the Exchange Act and the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC. These rules impose various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and appropriate corporate governance practices. Our management and other personnel will be required to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

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In addition, upon becoming a public entity, USAC will be subject to the reporting requirements of the Exchange Act, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual and quarterly reports and proxy statements.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors. 

 We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we are not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 

  Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. 

RISKS RELATED TO OUR BUSINESS

We expect significant operating losses for a number of years.

We commenced life insurance operations in May 2013, and we expect to incur significant losses for a number of years. USALSC, as is common among young life insurance companies, will incur significant losses for a number of years because the costs of administration and the substantial nonrecurring costs of writing new life insurance. The costs of writing new business (which are deferred and amortized in accordance with our deferred acquisition policy) include first year commissions payable to insurance agents, medical and investigation expenses, and other expenses incidental to the issuance of new policies, which, together with the initial reserves required to be established for each policy, may exceed the first year premium. At December 31, 2015 we had a consolidated accumulated deficit of $6.1 million. These losses were attributable primarily to our organization, creation of products, distribution channels arid capital raising efforts and to our expansive entry into the life insurance business.

We have a limited operating history and own a limited amount of assets.

We have a limited operating history. We face all or the risks inherent In establishing a new business, including limited capital, uncertain product markets, lack of significant revenues, as well as competition from better capitalized and more seasoned companies. We have no control, over general economic conditions, competitors' products or their pricing, customer demand and costs of marketing or advertising to build arid expand MI lute insurance business. There can be no assurance that our life insurance operations will be successful or result in any significant revenues. The likelihood of any success must be considered in light of our limited history of operations and operating losses incurred to date. These risks and the lack of seasoned operating history make it difficult to predict our future revenues or results of operations. As a result, our financial results may fluctuate and fall below expectations.

8 

We may not be able to execute our acquisition strategy with any degree of success, which could cause our business and future growth prospects to suffer.

In addition to our organic growth plans, an additional component of our business plan is to pursue strategic acquisitions of insurance related companies that meet our acquisition criteria. However, suitable acquisition candidates may not be available on terms and conditions that are economic to us. In pursuing acquisitions, we compete with other companies, most of which have greater financial and other resources than us. Further, if we succeed in consummating acquisitions, our business, financial condition and results of operations may be negatively affected because:

Some of the acquired businesses may not achieve anticipated revenues, earnings or cash flows;

§  We may assume liabilities that were not disclosed or exceed estimates;

§  We may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner;

§  Acquisitions could disrupt our on-going business, distract our management and divert our financial and human resources;

§  We may experience difficulties operating in markets in which we have no or only limited direct experience; and

§  There is the potential for loss of customers and key employees of any acquired company.

We are highly dependent upon our key executives, and the loss of any of them could materially and adversely affect our business.

Our ability to operate is dependent primarily upon the efforts of our Chairman and Chief Executive Officer, Jack H. Brier and Chief Operating Officer of USALSC, Jeff Brown. The loss of the services of these officers could have a material adverse effect on our ability to execute our business plan. We do not have employment agreements with either Mr. Brier or Mr. Brown.

Changes in the tax laws could adversely affect our business.

Congress from time to time considers possible legislation that would eliminate the deferral of taxation on the accretion of value within certain annuities and life insurance products. This and similar legislation, including a simplified "flat tax" income tax structure with an exemption from taxation for investment income, could adversely affect the sale of life insurance compared with other financial products if such legislation were to be enacted. There can be no assurance as to whether such legislation will be enacted or, if enacted, whether such legislation would contain provisions with possible adverse effects on any annuity and life insurance products that we and our operating subsidiaries develop.

Under the Internal Revenue Code, income taxes payable by policyholders on investment earnings is deferred during the accumulation period of certain life insurance and annuity products. This favorable tax treatment may give certain insurance products a competitive advantage over other non-insurance products. To the extent that the Internal Revenue Code may be revised to reduce the tax-deferred status of life insurance and annuity products, or to increase the tax-deferred status of competing products, all life insurance companies would be adversely affected with respect to their ability to sell products. Also, depending on grandfathering provisions, the surrenders of existing annuity contracts and life insurance policies might increase. In addition, life insurance products are often used to fund estate tax obligations. We cannot predict what future tax initiatives may be proposed with respect to the estate tax or other taxes which may adversely affect us.

USAC, as a stand-alone entity, is dependent upon cash payments from its subsidiaries.

We expect a source of cash to us will be dividends on the stock of our operating subsidiaries. The payment of dividends to us by USALSC is subject to limitations imposed by applicable insurance laws. For example, "extraordinary” dividends may not be paid without permission of the KID. An "extraordinary' dividend is defined, in general, as any dividend or distribution of cash or other property whose fair market value, compared with that of other dividends or distributions made within the preceding 12 months, exceeds the greater of (i) 10% of the policyholders' surplus (total statutory capital stock and surplus) as of December 31 of the preceding year, on (ii) the statutory net gain from operations excluding realized gains on investments) of the insurer for the 12 month period ending December 31 of the preceding year. Kansas insurance law also requires that dividends on capital stock must be paid out of surplus, which is calculated after reserving a sum equal to all liabilities of the insurance company and may include all or part of surplus arising from unrealized capital gains or revaluation of assets. If we were unable to receive cash dividends, our liquidity would be adversely affected.

9 

Our investments are subject to risks of default and reductions in market values.

Our invested assets are subject to customary risks of defaults and changes in market values. Factors that may affect the overall default rate on, and market value of, the invested assets include interest rate levels, financial market performance, and general economic conditions.

Our insurance marketing efforts may be unsuccessful.

We market our products through several different distribution channels which require licensed insurance agents. These distribution channels include funeral directors, bankers, brokerages, accountants, and independent agents. While some of these producers have little or no experience in selling life insurance products, others have extensive experience mitigating some of the risk of agents with little or no experience. We believe the premium volume written will depend primarily on our products, product pricing and ability to choose and timely and adequately train and motivate agents to sell our products.

USALSC, our insurance subsidiary, may fail as a result of being inadequately capitalized.

USALSC is required by law to have adequate capital and surplus capital calculated in accordance with statutory accounting principles prescribed by state insurance regulatory authorities to meet regulatory requirements in the state in which it is domiciled. USALSC is domiciled in the state of Kansas under the authority of the KID and had approximately $2 9 million and $1.8 million (based upon statutory accounting principles) in capital and surplus at December 31, 2015 and 2014, respectively. The KID may require USALSC to hold additional amounts of capital and surplus to support its business going forward. The amount of capital and surplus ultimately required will be based on certain "risk-based capital" standards established by statute and regulation and administered by the KID and other regulators. The "risk-based capital" system establishes a framework for evaluating the adequacy of the minimum amount of capital and surplus, calculated in accordance with statutory accounting principles, necessary for an insurance company to support its overall business operations. If USALSC fails to maintain required capital levels in accordance with the "risk-based capital" system, USALSC's ability to conduct business would be compromised absent a prompt infusion of capital.

The insurance industry is subject to numerous laws and regulations, and compliance costs and/or changes in the regulatory environment could adversely affect our business.

Our insurance operations are subject to government regulation in each of the states in which we conduct business. Such regulatory authority is vested in state agencies having broad administrative power dealing with all aspects of the insurance business, including premium rates, policy forms, and capital adequacy, and is concerned primarily with the protection of policyholders rather than stockholders. Among other things, the regulations require:

·Prior approval of acquisitions of insurance companies;

·Certain solvency standards;

·Licensing of insurers and their agents;

·Investment restrictions;

·Deposits of securities for the benefit of policyholders;

·Approval of policy forms and premium rates;

·Periodic examinations; and

·Reserves for unearned premiums, losses and other matters

Compliance with insurance regulation by us is costly and time consuming. We are required to file detailed annual reports with the states in which we are licensed, and the business and accounts of USALSC are subject to examination by the applicable state insurance regulator, which may include inquiries and follow-up, including investigations.

In addition, increased scrutiny has been placed upon the insurance regulatory framework during the past several years, and certain state legislatures have considered or enacted laws that alter, and in many cases increase, state authority to regulate insurance companies and insurance holding company systems. The National Association of Insurance Commissioners ("NAIC") and state insurance regulators reexamine existing laws and regulations on an ongoing basis, and focus on insurance company investments and solvency issues, risk-based capital guidelines, interpretations of existing laws, the development of new laws, the implementation of non-statutory guidelines and the circumstances under which dividends may be paid. Future NAIC initiatives, and other regulatory changes, could have a material adverse impact on our insurance business. There can be no assurance that USALSC will be able to satisfy the regulatory requirements of the departments of insurance of their respective state of domicile or a similar department in any other state in which they may wish to transact business.

10 

Individual state guaranty associations assess insurance companies to pay benefits to policyholders of insolvent or failed insurance companies. The impact of such assessments may be partly offset by credits against future state premium taxes. We cannot predict the amount of any future assessments, nor have we attempted to estimate the amount of assessments to be made from known insolvencies.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Reform Act") reshapes financial regulations in the United States by creating new regulators, regulating new markets and firms, and providing new enforcement powers to regulators. Virtually all major areas of the Reform Act continue to be subject to regulatory interpretation and implementation rules requiring rulemaking that may take several years to complete. The ultimate outcome of the regulatory rulemaking proceedings cannot be predicted with certainty. The regulations promulgated could have a material impact on our consolidated financial results or financial condition.

We operate in a highly competitive industry, and our business will suffer if we are unable to compete effectively.

The operating results of life insurance companies are subject to significant fluctuations due to competition, economic conditions, interest rates, investment performance, maintenance of insurance rulings from rating agencies such as A.M. Best, our ability to choose and timely and adequately train agents, and other factors. The life insurance business is highly competitive. Our ability to compete with other insurance companies is dependent upon, among other things, our ability to attract and retain agents to market insurance products and our ability to develop competitive and profitable products. In connection with the development and sale of products, USALSC encounters significant competition from other insurance companies, most of which have financial and human resources substantially greater than ours, as well as competition from other investment alternatives available to Customers. We do not anticipate that USALSC will be rated by rating agencies for several years. This may have a negative impact on its ability to compete with rated insurance companies.

USALSC, our insurance subsidiary, competes with 1,500 to 2,000 other life insurance companies in the United States, which are facing increased competitive pressures due to industry consolidation, with larger, more efficient organizations are emerging from consolidation.

Most life insurance companies have greater financial resources, longer business histories, and may have more products than USALSC currently possesses. These larger companies also generally have large sales forces. We also face competition from companies operating in foreign countries and marketing in person as well as from direct mail sales campaigns.

Our ability to compete is dependent upon, among other things our ability to:

·develop competitive and profitable products;

·market our insurance products; and

·achieve efficient costs of placing policies

Development of life insurance products involves the use of certain assumptions, and the inaccuracy of these assumptions could adversely affect profitability.

In our life insurance business, we make certain assumptions as to expected mortality, lapse rates and other factors in developing the pricing and other terms of life insurance products These assumptions are based on industry experience and are reviewed and revised regularly by an outside actuary to reflect actual experience on a current basis. However, variation of actual experience from that assumed in developing such terms may affect a product's profitability or sales volume and in turn adversely impact our revenues.

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If we underestimate our liability for future policy benefits, our results of operations could suffer.

Liabilities established for future life insurance policy benefits are based upon a number of factors, including certain assumptions, such as mortality, morbidity, lapse rate and crediting rate. If we underestimate future policy benefits, we would incur additional expenses at the time we become aware of the inadequacy. As a result, our ability to achieve profits would suffer.

USALSC may not be able to obtain favorable insurance ratings.

Insurance ratings reflect the rating agencies' opinion of an insurance company's financial strength, operating performance and ability to meet its obligations to policyholders. USALSC, which commenced operations in 2013, will not be considered for rating until it has maintained operations for a minimum of three to five years. There can be no assurance that USALSC will be rated by a rating agency or that any rating, if and when received, will be favorable to USALSC. The lack of a rating could impact the ability to make sales in the broad insurance marketplace Potential insureds may choose not to purchase a policy from an unrated company

Fluctuations in interest rates could adversely affect our business and profitability.

Interest rate fluctuations could impair an insurance company's ability to pay policyholder benefits with operating and investment cash flows, cash on hand and other cash sources. Our annuity product exposes us to the risk that changes in interest rates will reduce any spread, or the difference between the amounts that the insurance company is required to pay under the contracts and the amounts the insurance subsidiary is able to earn on its investments intended to support its obligations under the contracts. Spread is a key component of revenues.

To the extent that interest rates credited are less than those generally available in the marketplace, policyholder lapses, policy loans and surrenders, and withdrawals of life insurance policies and annuity contracts may increase as contract holders seek to purchase products with perceived higher returns. This process may result in cash outflows requiring that an insurance subsidiary sell investments as a time when the prices of those investments are adversely affected by the increase in market interest rates, which may result in realized investment losses.

Increases in market interest rates may also negatively affect profitability In periods of increasing interest rates, we may not be able to replace invested assets with higher yielding assets needed to fund the higher crediting rates that may be necessary to keep interest sensitive products competitive. If interest rates  were to increase by 1%, the market value of our fixed income securities would decrease by 7.68% as of December 31, 2015.  USALSC therefore may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts.  Conversely, in a period of prolonged low interest rates it is difficult to invest assets and earn the rate of return necessary to support our insurance products. Some European and Asian central banks currently have negative interest rates which contributes to our current low interest rate environment.

Policy lapses in excess of those actuarially anticipated would have a negative impact on our financial performance.

Our profitability could be reduced if our lapse and surrender rates were to exceed the assumptions upon which we priced our insurance policies Policy sales costs are deferred and recognized over the life of a policy. Excess policy lapses, however, cause the immediate expensing or amortizing of deferred policy sales costs.

Reinsurers with which we do business may not honor their obligations, leaving us liable for the reinsured coverage, and our reinsurers could increase their premium rates.

USALSC, our insurance subsidiary, cedes a substantial amount of its insurance to other insurance companies. However, USALSC remains liable with respect to ceded insurance should any reinsurer fail to meet the obligations assumed by it. The coat of reinsurance is, in some cases, reflected in its premium rates. Under certain reinsurance agreements, the reinsurer may increase the rate it charges USALSC for the reinsurance. However, if the cost of reinsurance were to increase with respect to policies for which USALSC has guaranteed the rates, USALSC could be adversely affected, which would in turn adversely affect our profitability.

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Item 2.                      Financial Information

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information appearing elsewhere in this Registration Statement. Except for certain historical information contained herein, the following discussion contains certain statements that may be considered "forward-looking statements." All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including without limitation. any projections of revenues, earnings, cash flows, capital expenditures, or other financial items, any statement of plans, strategies, and objectives of management for future operations. Any statements concerning proposed acquisition plans, new services. or developments, any statements regarding future economic conditions or performance, and any statements of belief and any statement of assumptions underlying any of the foregoing. Words such as "believe," "may," "could," "expect,”' "hopes," "estimates,” “projects," "intends," “anticipates,” and "likely,” and variations of these words, or similar expressions, terms, or phrases, are intended to identify such forward-looking statements. Forward-looking statements are inherently subject to risks, assumptions, and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Item 1A Risk Factors."

All such forward-looking statements speak only as of the date of this Registration Statement. You are cautioned not to place undue reliance on such forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in the events, conditions, or circumstances on which any such statement is based.

Overview

USAC was formed as a Kansas corporation on April 24, 2009 for the purpose of raising capital to form a new Kansas-based life insurance company. We presently conduct our business through our three wholly-owned subsidiaries: USALSC, a life insurance corporation; USAMC, an insurance marketing corporation; and USAIC, an investment management corporation

From inception through March 31, 2016, we have raised approximately $18.6 million through sales of shares of voting common stock in two private placements exempt from registration under Section 4(2) of the Securities Act and two intrastate offerings in the State of Kansas.

On January 2, 2012, USALSC was issued a Certificate of Authority to conduct life insurance business in the State of Kansas. Initial capital and surplus contributed to USALSC was $3.0 million. As of March 31, 2016, the surplus contributed by USAC to USALSC was $6.7 million, including a surplus note from USAC. Capital and surplus of USALSC at March 31, 2016 was approximately $2.7 million. In 2015 and 2014, USALSC generated approximately $4.1 million and $2.1 million in premium revenue, respectively.

USAC was a development stage company until it completed its initial intrastate offering on February 24, 2013. We have incurred significant net losses since inception in 2009, with such net losses totaling approximately $2.1 million through through the development stage and an additional $4.4 million through March 31, 2016. These losses resulted primarily from costs incurred while raising capital and establishing and building USALSC. We expect to continue to incur significant operating losses until we achieve a volume of in-force life insurance policies that provides premiums and other revenues to match our operating expenses.

We began third party administrative ("TPA") services in 2015. We hope to expand our TPA services to other entities as an additional revenue source. These agreements, which provide for various levels of administrative services on behalf of each company, could generate fee income for us. TPA services provided to each company vary based on its needs and can include some or all aspects of back-office accounting and policy administration. Wehave been able to perform our TPA services using our existing in-house resources.

Critical Accounting Policies and Estimates

Our accounting and reporting policies are in accordance with GAAP. Preparation of the consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The following is an explanation of our accounting policies and the estimates considered most significant by management. These accounting policies inherently require significant judgment and assumptions and actual operating results could differ significantly from management’s estimates determined using these policies. We believe the following accounting policies, judgments end estimates are the most critical to the understanding of our results of operations anal financial position. A detailed discussion of significant accounting policies is provided in this report in the Notes to Consolidated Financial Statements included with this Registration Statement.

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Valuation of Investments.

The Company's principal investments are in fixed maturity and equity securities. Fixed maturity and equity securities, classified as available for sale, are carried at their fair value in the consolidated balance sheets, with unrealized gains or losses recorded in comprehensive income (loss). Our fixed income investment manager utilizes external independent third-party pricing services to determine the fair values on investment securities available for sale.

We have a policy and process in place to identify securities that could potentially have an impairment that is other-than-temporary. The assessment of whether impairments have occurred is based on a case-by-case evaluation of underlying reasons for the decline in fair value. We consider severity of impairment, duration of impairment, forecasted recovery period, industry outlook, financial condition of the issuer, issuer credit ratings and whether we intend to sell a security, or it is more likely than not that we would be required to sell a security, prior to the recovery of the amortized cost.

The recognition of other-than-temporary impairment losses on debt securities is dependent on the facts and circumstances related to the specific security. If we intend to sell a security or it is more likely than not that we would be required to sell a security prior to recovery of the amortized cost, the difference between amortized cost and fair value is recognized in the income statement as an other-than-temporary impairment.  As it relates to debt securities, if we do not expect to recover the amortized basis, do not plan to sell the security and if it is not more likely than not that we would be required to sell a security before the recovery of its amortized cost, the other-than-temporary impairment would be recognized. We would recognize the credit loss portion through earnings in the income statement and the noncredit loss portion in accumulated other comprehensive toss loss. The Company had no investment securities that were evaluated lo be other than temporarily impaired.

Deferred Acquisition Costs.

Incremental direct costs, net of amounts ceded to reinsurers, that result directly from and are essential to a product sale and would not have been incurred by us had the sale not occurred, are capitalized, to the extent recoverable, and amortized over the life of the premiums produced. Recoverability of deferred acquisition costs is evaluated periodically by comparing the current estimate of the present value of expected pretax future profits to the unamortized asset balance If this current estimate is less than the existing balance, the difference is charged to expense.

Reinsurance.

In the normal course of business, we seek to limit aggregate and single exposure to losses on large risks by purchasing reinsurance. The amounts reported in the consolidated balance sheets as reinsurance recoverable include amounts billed to reinsurers on losses paid as well as estimates of amounts expected to be recovered from reinsurers on insurance liabilities that have not yet been paid. Reinsurance recoverable on unpaid losses are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. Insurance liabilities are reported gross of reinsurance recoverable Management believes the recoverables are appropriately established. We strive to diversify our credit risks related to reinsurance ceded.  Reinsurance premiums are generally reflected in income in a manner consistent with the recognition of premiums on the reinsured contracts Reinsurance does not extinguish our primary liability under the policies written Therefore, we regularly evaluate the financial condition of our reinsurers including their activities with respect to claim settlement practices and commutations, and establish allowances for uncollectible reinsurance recoverable as appropriate

Future Policy Benefits.

We establish liabilities for amounts payable under insurance policies, including traditional life insurance and annuities. Generally, amounts are payable over an extended period of time. Liabilities for future policy benefits of traditional life insurance have been computed by using a net level premium method based upon estimates at the time of issue for investment yields, mortality and withdrawals. These estimates include provisions for experience less favorable than initially expected. Mortality assumptions are based on industry experience expressed as a percentage of standard mortality tables. Such liabilities are reviewed quarterly by an independent consulting actuary.

14 

Income Taxes

Deferred tax assets are recorded based on the differences between the financial statement and tax basis of assets and liabilities at the enacted tax rates. The principal assets and liabilities giving rise to such differences are investments, insurance reserves, and deferred acquisition costs. A deferred tax asset valuation allowance is established when there is uncertainty that such assets would be realized. We have no uncertain tax positions that we believe are more-likely-than not that the benefit will not to be realized.

Recognition of Revenues.

Revenues on traditional life insurance products consist of direct and assumed premiums reported as earned when due.

Amounts received as payment for annuities are recognized as deposits to policyholder account balances and included in future insurance policy benefits Revenues from these contracts are comprised of investment earnings of the deposits, which are recognized over the period of the contracts, and included in revenue Deposits are shown as a financing activity in the Consolidated Statements of Cash Flows

New Accounting Standards.

A detailed discussion of new accounting standards is provided in Note 1 —Description of Business and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements beginning on p. F-6 to this Registration Statement.

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Discussion of Consolidated Results of Operations

Revenues. Insurance revenues are primarily generated from premium revenues and investment income Insurance revenues for the years ended December 31, 2015 and 2014 are summarized in the table below.

Year ended Dec. 31,
2015	2014
(audited)

Income:
Premium income	$	4,143,344		$	2,097,925
Net investment income		291,208			229,980
Net realized (loss) gain on sale of securities		(1,524	)		40,130
Other income		34,101			44,422
Total income	$	4,467,129		$	2,412,457

Insurance revenues for the three months ended March 31, 2016 and 2015 are summarized in the table below.

Three months ended March 31,
2016	2015
(unaudited)

Income:
Premium income	$	1,357,372	$	1,022,834
Net investment income		91,261		50,889
Net realized (loss) gain on sale of securities		10,838		-
Other income		13,405		2,153
Total income	$	1,472,876	$	1,075,876

Premium revenue: Premium revenue for 2015 was $4,143,344 compared to $2,097,925 in 2014, an increase of $2,045,419. This growth is attributable to both an increase in direct written premiums due to our organic growth efforts and an increase in assumed premiums from our reinsurance treaty with ULIC.

Premium revenue for the first quarter of 2016 was $1,357,372 compared to $1,022,834 in 2015, an increase of $334,538. This growth is attributable to both an increase in direct written premiums due to our organic growth efforts and an increase in assumed premiums from our reinsurance treaty with ULIC.

Direct, assumed and ceded premiums for the years ended December 31, 2015 and 2014 are summarized in the table below.

	Years ended December 31,
	Dec. 31, 2015				Dec. 31, 2014
	(audited)
Direct		$	1,743,155			$	1,211,758
Assumed			2,453,957				921,320
Ceded			(53,768	)			(35,153	)
Total		$	4,143,344			$	2,097,925

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Direct, assumed and ceded premiums for the three months ended March 31, 2016 and 2015 are summarized in the table below.

	Three months ended March 31,
	2016				2015
	(unaudited)
Direct		$	583,615		$	434,966
Assumed			800,730			595,683
Ceded			(26,973	)		(7,814	)
Total		$	1,357,372		$	1,022,834

The Company is actively pursuing new product and distribution opportunities to increase premium production in 2016.

Investment income, net of expenses: The components of net investment income for the years ended December 31,  2015 and 2014 are as follows:

	Years ended December 31,
	2015			2014
	(audited)
Fixed maturities	$	197,926		$	156,340
Equity Securities		125,648			98,169
Cash and short term investments		641			162
		324,215			254,671
Less investment expenses		(33,007	)		(24,691	)
	$	291,208		$	229,980

Net investment income for 2015 was $291,208, compared to $229,980 in 2014, an increase of $61,228. This increase in investment income is a result of increased invested assets as a result of our warrant exercise offering as well as an increase in theyield of our portfolio.

The components of net investment income for the three months ended March 31, 2016 and 2015 are as follows:

	Three months ended March 31,
	2016                                                        2015
	(unaudited)
Fixed Maturies	$	69,502		$	41,742
Equity Securities		31,476			16,414
Cash and short term investments		199			30
		101,177			58,186
Less investment expenses		(9,916	)		(7,297	)
	$	91,261		$	50,889

Net investment income for the first quarter of 2016 was $91,261, compared to $50,889 in 2015, an increase of $40,327. This increase in investment income is a result of increased invested assets as a result of our warrant exercise offering and premium income as well as an increase in the yield of our portfolio.

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Net realized (losses) gains on investments: Net realized losses on investments for the year ended December 31, 2015 were $1,524, compared to gains of $40,130 in 2014, a decrease of $41,654. The loss in 2015 is attributable to the downturn in the equity market and our decision to reduce our exposure in the energy sector.

Realized gains and losses related to the sale of securities for the years ended December 31, 2015 and 2014 are summarized as follows:

	Year ended December 31,
	2015				2014
	(audited)
Gross gains		$	90,602			$	50,938
Gross losses			(92,126	)			(10,808	)
Net security (losses) gains		$	(1,524	)		$	40,130

Net realized gains on investments for the first quarter of 2016 were $10,838 compared to gains of $0 in 2015. The gain in 2016 is attributable to trimming two positions in health care and a stock index fund.

Realized gains and losses related to the sale of securities for the three months ended March 31, 2016 and 2015 are summarized as follows:

	Three months ended March 31,
	2016			2015
	(unaudited)
Gross gains		$	10,838		$	-
Gross losses			-			-
Net security gains		$	10,838			-

Other income: Other income for the year ended December 31, 2015 was $34,101 compared to $44,422 in 2014, a decrease of $10,321. This decrease is due primarily to a change in the mix of products sold in 2015 which reduced our reinsurance allowances.

Other income for the first quarter of 2016 was $13,504 compared to $2,153 in 2015, an increase of $11,351.  This increase is due primarily to an increase in fee income associated with our third party administration business.

Expenses.  Expenses for the years ended December 31, 2015 and 2014 are summarized in the table below.

	Year ended December 31,
	2015		2014
	(audited)
Expenses:
Death claims	$	363,870	$	215,509
Policyholder benefits		2,166,113		727,637
Increases in policyholder reserves		1,214,695		928,483
Commission, net of deferral		361,943		226,233
Amortization of deferred acquisition costs		113,294		61,495
Salaries & benefits		683,383		593,673
Other operating expenses		901,208		933,997
Total expenses	$	5,804,506	$	3,687,027

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Expenses for the three months ended March 31, 2016 and 2015 are summarized in the table below.

	For the three months ended
	2016		2015
	(unaudited)
Expenses:
Death claims	$	116,527	$	107,607
Policyholder benefits		722,145		504,439
Increases in policyholder reserves		359,552		265,074
Commission, net of deferral		108,215		89,142
Amortization of deferred acquisition costs		37,457		34,279
Salaries & benefits		188,367		130,645
Other operating expenses		267,330		294,754
Total expenses	$	1,799,593	$	1,425,940

Death and other benefits: Death benefits were $363,870 in the year ended December 31, 2015 compared to $215,509 in 2014, an increase of $148,361. This increase is attributable to the growth of our in-force block of life insurance policies. All death claims paid from inception have been on pre-need policies. We expect these claims to grow as we continue to increase the size of our in-force pre-need business.

Death benefits were $116,527 for the three months ended March 31, 2016, compared to $107,607 for the same period in 2015, an increase of $8,920. This increase is attributable to the growth of our in-force block of life insurance policies. We expect these claims to grow as we continue to increase the size of our in-force life business.

Policyholder benefits: Policyholder benefits were $2,166,113 in the year ended December 31, 2015 compared to $727,637 in 2014, an increase of $1,438,476. The primary driver of this increase is the growth of our assumed business and is more than offset by the increased premiums associated with this block of assumed policies.

Policyholder benefits were $722,145 during the first quarter of 2016, compared to $504,439 in the first quarter of 2015, an increase of $217,706. The primary driver of this increase is the growth of our assumed business and is more than offset by the increased premiums associated with this block of assumed policies.

Increase in policyholder reserves: Policyholder reserves increased $1,214,695 in the year ended December 31, 2015, compared to $928,483 in 2014, an increase of $286,212. The increase in policyholder reserves reflects the growth in new business for 2015 as well as the maturation of in-force policies.

Policyholder reserves increased by $359,552 in the first quarter of 2016, compared to $265,074 in the first quarter of 2015, an increase of $94,478. The increase in policyholder reserves reflects the growth in new business in 2016 as well as the maturation of in-force policies.

Commissions, net of deferrals: The Company pays commissions to the ceding company on a block of assumed policies.  Commissions were $361,943 in the year ended December 31, 2015, compared to $226,233 in 2014, an increase of $135,710. This increase is due to an increase in assumed premiums.

Commissions were $108,215 in the first quarter of 2016, compared to $89,142 in the first quarter of 2015, an increase of $19,073. This increase is due to an increase in assumed premiums.

Amortization of deferred acquisition costs: The amortization of deferred acquisition costs was $113,294 inthe year ended December 31, 2015, compared to $61,495 in 2014, an increase of $51,799. This increase is due to a corresponding increase in our deferred acquisition cost asset as a result of our growing block of in-force policies.

The amortization of deferred acquisition costs was $37,457 in the first quarter of 2016, compared to $34,279 in the first quarter of 2015, an increase of $3,178. This increase is due to a corresponding increase in our deferred acquisition cost asset as a result of our growing block of in-force policies.

Salaries and benefits: Salaries and benefits were $683,383 for the year ended December 31, 2015, compared to $593,673 in 2014, an increase of $89,710, as we built and launched our group life and disability channel in 2015.

19 

Salaries and benefits were $188,367 in the first quarter of 2016, compared to $130,645 in the first quarter of 2015, an increase of $57,722. The increase is attributable to service team training, increased staffing in our service team to meet the increase volume of our group products, as well as the payment of incentive compensation.

Other expenses: Other operating expenses were $901,208 in the year ended December 31, 2015, compared to $933,997, a decrease of $32,789 This decrease is due to lower product development expenses in 2015 as we finished launching our initial suite of products.

Other operating expenses were $267,330 during the first quarter of 2016, compared to $294,754 in the first quarter of 2015, a decrease of $27,424. This decrease is due to lower product development expenses in 2016 as we finished development of our initial suite of products.

Net Loss: Our net loss was $1,337,377 in the year ended December 31, 2015 compared to $1,274,570, an increase of $62,807. This increase is attributable to our continued investment in the long term success of the company Our net loss per shared remained the same at $0.30per share, basic and diluted.

Our net loss was $326,717 for the first quarter of 2016, compared to $350,064 for the same period in 2015, a decrease of $23,347. This decrease is attributable to our growth in investment income and the growth in our block of in-force policies. Our net loss per share was $0.06 per share, basic and diluted, which represents a $0.02 per share improvement from the first quarter of 2015.

Investments

Our overall investment philosophy is reflected in the allocation of our investments. We emphasize investment grade debt securities with smaller holdings in equity securities and other investments. The following table shows the carrying value of our investments by investment category and cash and cash equivalents, and the percentage of each to total invested assets as of December 31, 2015 and 2014, and March 31, 2016.

	As of December 31,					As of March 31,
	2015			2014		2016
	(audited)					(Unaudited)
	Fair Value	Percent of Total		Fair Value	Percent of Total	Fair Value	Percent of Total
Fixed maturities:
US Treasury securities	$       426,316	3.0%		$     254,309	2.8%	$      454,644	2.6%
Corporate bonds	2,911,553	20.5%		1,574,270	17.6%	2,924,988	16.9%
Municipal bonds	1,744,137	12.3%		1,088,268	12.1%	2,402,362	13.9%
Mortgage backed and asset backed securities	3,049,113	21.4%		1,798,211	31.3%	3,206,164	18.5%
Total fixed maturities	8,131,119	57.2%		5,715,058	63.8%	8,988,158	51.9%
Equities:
Equities	3,430,054		24.2%	2,289,141	25.5%	3,773,462	21.8%
Other equity investments	174,214		1.2%	365,458	4.1%	145,488	0.8%
Limited partnership interests	-		0.0%	21,210	0.2%	-	0.0%
Total equities	3,604,268		25.4%	2,675,809	29.8%	3,918,950	22.6%
Cash and cash equivalents	2,466,526		17.4%	575,005	6.4%	4,419,597	25.5%
Total	$  14,201,913		100.0%	$  8,965,872	100.00%	$  17,326,705	100.0%

The total value of our investments increased to $14,201,913 in the year ended December 31, 2015 from $8,965,872 in 2014, an increase of $5,236,041. Increases in investments are attributable to premiums received by USALSC and to proceeds from our intrastate warrant offering.

The total value of our investments increased to $17,326,705 as of March 31, 2016 from $14,201,913 at December 31, 2015, an increase of $3,124,792. Increases in investments are attributable to premiums received by USALSC and to proceeds from our intrastate warrant offering.

20 

The following table shows the distribution of the credit ratings of our portfolio of fixed maturity securities by carrying value as of December 31, 2015 and 2014.

	As of December 31,						As of March 31,
	2015			2014			2016
	(audited)						(unaudited)
	Fair Value		Percent of Total	Fair Value		Percent of Total	Fair Value		Percent of Total
AAA and U.S. Government	$	886,602	10.9%	$	672,965	11.8%	$	911,542	10.1%
AA		4,072,538	50.1%		3,253,241	56.9%		4,899,485	54.6%
A		1,239,436	15.2%		757,882	13.3%		1,169,894	13.0%
BBB		1,932,543	23.8%		1,030,970	18.0%		1,817,565	20.2%
BB		-	0.0%		-	0.0%		155,422	1.7%
B		-	0.0%		-	0.0%		34,250	0.4%
Total	$	8,131,119	100.0%	$	5,715,058	100.0%	$	8,988,158	100.0%

Reflecting the high quality of securities maintained by us, 100% of all fixed maturity securities were investment grade as of December 31, 2015 and 2014, respectively.  As of March 31, 2016, 97.9% of all fixed maturity securities were investment grade as of March 31, 2016.  The increase in B and BB ratings is attributable to a credit downgrade by credit rating agencies of two securities already owned.

The amortized cost and fair value of debt securities as of December 31, 2015 and March 31, 2016, by contractual maturity, are shown below. Equity securities do not have stated maturity dates and therefore are not included in the following maturity summary. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	As of December 31, 2015				As of March 31, 2016
	(audited)				(unaudited)
	Amortized cost		Fair Value		Amortized Cost		Fair Value
Amounts maturing in:
One year or less	$	50,105	$	50,127	$	50,303	$	50,101
After one year through five years		1,046,934		1,040,747		1,100,819		1,108,461
After five years through ten years		1,664,103		1,592,766		1,510,850		1,505,646
More than ten years		2,465,627		2,398,366		3,056,335		3,117,786
Mortgage backed and asset backed securities		3,083,389		3,049,113		3,181,284		3,206,164
	$	8,310,158	$	8,131,119	$	8,899,591	$	8,988,158

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Gross unrealized losses of securities as of December 31, 2015 are summarized by duration in the following table:

	As of December 31, 2015
	(audited)
	Less than 12 months				Greater than 12 months					Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
December 31, 2015
Available for sale
Fixed Maturities
US Treasury Securities	$	197,719	$	(1,351)	$	228,597		$	(33,465)	$	426,316	$	(34,816)
Corporate bonds		2,141,253		(143,701)		-			-		2,141,253		(143,701)
Municipal bonds		675,885		(10,595)		-			-		675,885		(10,595)
Mortgage backed and asset backed securities		1,943,017		(39,189)		438,173			(14,642)		2,381,190		(53,831)
Total fixed maturities	$	4,957,874	$	(194,836)		666,770		$	(48,107)	$	5,624,644	$	(242,943)
Equities
Equities		1,036,877		(73,352)		820,370			(102,404)		1,857,247		(177,756)
Total Equities	$	1,036,877	$	(75,352)	$	820,370		$	(102,404)	$	1,857,247	$	(177,756)
Total Available for sale	$	5,994,751	$	(270,188)		1,487,140		$	(150,511)	$	7,481,891	$	(420,699)

Gross unrealized losses of securities as of March 31, 2016 are summarized by duration in the following table:

	As of March 31, 2016
	(unaudited)
	Less than 12 months				Greater than 12 months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
December 31, 2015
Available for sale
Fixed Maturities
US Treasury Securities	$	-	$	-	$	253,206	$	(7,831)	$	253,206	$	(7,831)
Corporate bonds		861,017		(77,627)		98,574		(2,353)		959,591		(79,980)
Municipal bonds		366,441		(2,559)		-		-		366,441		(2,559)
Mortgage backed and asset backed securities		514,969		(8,708)		1,177,107		(8,252)		1,692,076		(16,960)
Total fixed maturities	$	1,742,427	$	(88,894)	$	1,528,887	$	(18,436)	$	3,271,314	$	(107,330)
Equities
Equities		1,027,778		(62,429)		829,006		(93,767)		1,856,784		(156,196)
Other equity investments		41,472		(46)		-		-		41,472		(46)
Total Equities	$	1,069,250	$	(62,475)	$	829,006	$	(93,637)	$	1,898,256	$	(156,242)
Total Available for sale	$	2,811,677	$	(151,369)	$	2,357,893	$	(112,203)	$	5,169,570	$	(263,572)

Market Risk of Financial Instruments

We hold a diversified portfolio of investments that primarily includes cash, bonds and equity securities. Each of these investments is subject to market risks that can affect their return and their fair value. A majority of the investments are fixed maturity securities including debt issues of corporations, U.S. Treasury securities, or securities issued by government agencies. The primary market risks affecting the investment portfolio are interest rate risk, credit risk, and equity risk.

Interest Rate Risk

Interest rate risk arises from the price sensitivity of investments to changes in interest rates. Interest represents the greatest portion of an investment's return for most fixed maturity securities in stable interest rate environments. The changes in the fair value of such investments are inversely related to changes in market interest rates. As interest rates fall, the interest and dividend streams of existing fixed-rate investments become more valuable and fair values rise. As interest rates rise, the opposite effect occurs.

We attempt to mitigate our exposure to adverse interest rate movements through laddering the maturities of the fixed maturity investments and through maintaining cash and other short term investments to assure sufficient liquidity to meet our obligations and to address reinvestment risk considerations. Due to the composition of our book of insurance business, management believes it is unlikely that we would encounter large surrender activity due to an interest rate increase that would force the disposal of fixed maturities at a loss.

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Credit Risk

We are exposed to credit risk through counterparties and within the investment portfolio. Credit risk relates to the uncertainty associated with an obligor's ability to make timely payments of principal and interest in accordance with the contractual terms of an instrument or contract, We manage our credit risk through established investment policies and guidelines which address the quality of creditors and counterparties, concentration limits, diversification practices and acceptable risk levels. These policies and guidelines are regularly reviewed and approved by senior management and USAC's Board of Directors.

Liquidity and Capital Resources

Since inception, our operations have been financed primarily through the sale of voting common stock. Our operations have not been profitable and have generated significant operating losses since we were incorporated in 2009.

Aside from raising capital, which has funded the vast majority of our operations, premium income, deposits to policyholder account balances, and investment income are the primary sources of funds while withdrawals of policyholder account balances, investment purchases, policy benefits in the form of claims, and operating expenses are the primary uses of funds. To ensure we will be able to pay future commitments, the funds received as premium payments and deposits are invested in primarily fixed income securities. Funds are invested with the intent that the income from investments, plus proceeds from maturities, will in the future meet our ongoing cash flow needs. The approach of matching asset and liability durations and yields requires an appropriate mix of investments. Our investments consist primarily of marketable debt securities that could be readily converted to cash for liquidity needs Cash flow projections and cash flow tests under various market interest scenarios are also performed annually to assist in evaluating liquidity needs and adequacy.

Net cash used in operating activities was $84,727 for the year ended 2015. The primary sources of cash from operating activities were premiums and deposits received from policyholders. The primary uses of cash for operating activities were for payments of commissions to agents and settlement of policy liabilities. Net cash used in investing activities was $3,815,607. The primary source of cash was from sales of available for sale securities and the sale of the short-term investments. Offsetting this source of cash was our purchases of investments in available-for-sale securities and the purchase of property, equipment and software. Net cash provided by financing activities was $5,791,855. The primary sources of cash were receipts on deposit-type contracts and issuance of common stock from warrants exercised.

Net cash provided by operating activities was $599,271 during the first quarter of 2016. The primary sources of cash from operating activities were premiums and deposits received from policyholders. The primary uses of cash for operating activities were for payments of commissions to agents and settlement of policy liabilities. Net cash used in investing activities was $894,824. The primary source of cash was from sales of available for sale securities and the sale of the short-term investments. Offsetting this source of cash was our purchases of investments in available-for-sale securities. Net cash provided by financing activities was $2,248,624. The primary sources of cash were receipts on deposit-type contracts and issuance of common stock from warrants exercised.

At December 31, 2015, we had cash and cash equivalents totaling $2,466,526. At March 31, 2016, we had cash and cash equivalents totaling 4,419,597.  We believe that our existing cash and cash equivalents will be sufficient to fund the anticipated operating expenses and capital expenditures through at least 2017. We have based this estimate upon assumptions that may prove to be wrong and we could use our capital resources sooner than we currently expect. The growth of our insurance subsidiary is uncertain and will require additional capital if it continues to grow.

Impact of Inflation

Insurance premiums are established before the amount of losses, or the extent to which inflation may affect such losses and expenses, are known. We attempt, in establishing premiums, to anticipate the potential impact of inflation. If, for competitive reasons, premiums cannot be increased to anticipate inflation, this cost would be absorbed by us. Inflation also affects the rate of investment return on the investment portfolio with a corresponding effect on investment income.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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Item 3.                      Description of Property

USAC and its subsidiaries share offices located at 4123 SW Gage Center Drive, Suite 240, Topeka, Kansas 66604. Effective January 1, 2015, the lease rate was $2,250 per month for three years with a one-year option under the same rate, terms, and conditions Total rent expense was $27,000 and $24,000 for the years ended December 31, 2015 and 2014, respectively

Item 4.                      Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of December 31, 2015, the number of shares of USAC's common stock owned of record and beneficially by (a) persons known by us to hold five percent (5%) or more of the outstanding Common Stock of the Company, (b) each door named executive officers and directors, and (c) all such beneficial owners as a group. Except as otherwise indicated, each beneficial owner has sole voting and investment power with respect to the shares set forth opposite his or her name.  The address of each beneficial owner is c/o US Alliance Corporation, 4123 SW Gage Center Drive, Suite 240, Topeka, Kansas, 46604, The total number of shares outstanding at December 31, 2015 was 5,177,245.

Name	Amount of Beneficiary Ownership	Percent of Class
Jack H. Brier (2)	414,800	8.01
Bob Boaldin (1) (2) (3)	52,000	1.00
Rochelle Chronister (2)	50,000	0.97
Kurt Scott (2)	50,000	0.97
James Concannon (2)	50,000	0.97
William Graves (2)	60,000	1.16
Jeff Brown (1) (4)	55,000	1.06
All officers, directors and beneficiary owners as a group:	731,800	14.14

(1) 50,000 shares are held in escrow by Capital City Bank pursuant to a promotional share escrow agreement restricting the transfer of such shares without the approval of the Kansas Securities Commissioner.

(2) Shares are held in escrow by Capital City Bank pursuant to a promotional share escrow agreement restricting the transfer of such shares without the approval of the Kansas Securities Commissioner.

(3) Mr Boaldin's term as a director expired on May 31, 2015 and he did not stand for re-election.

(4) The purchase price for 20,000 shares included in the table above was paid by Mr. Brown prior to December 31, 2015, but the shares were not issued until after January 1, 2016.

Item 5.                      Directors and Executive Officers

The table below sets forth information concerning our directors and executive officers.

Name	Age	Position with Company
Jack H Brier	69	President, Chairman of the Board, and Director
Kurt Scott	55	Treasurer and Director
Bob Boaldin(1)	76	Director
Rochelle Chronister	76	Director
James Concannon	68	Director
William Graves	62	Director
Jeffry Brown	43	Executive Vice President and Chief Operating Officer, USALSC

(1) Mr. Boaldin's term as a director expired on May 31, 2015 and he did not stand for re-election.

24 

Jack H. Brier serves as the Chairman of the Board of Directors, President, and Chief Executive Officer and has served in those positions since inception of USAC in 2009. Mr. Brier is the Chairman of Brier Development Co. Inc. He served Kansas as Secretary of State from 1978 through 1987, and as President of Kansas Development Finance Authority from 2000 to 2003. Mr. Brier attended Shawnee Mission public schools. He has a degree in Business Administration from Washburn University and has done graduate study in public administration at the University of Kansas. Mr. Brier is on the Board of Directors of Financial Institution Technologies. Mr. Brier brings to the Board his extensive experience as a founder, the Chief Executive Officer and Chairman of the Board of the Company. He has in-depth knowledge of the Company's business, strategy and management team. Mr. Brier also has extensive community relations experience with his involvement in civic, business, and philanthropic organizations in the Topeka area.

Kurt Scottserves as a Director and has served in that position since inception of USAC in 2009. Mr. Scott also serves as Treasurer of USAC. From 1989 to the present he has been an officer of Kansas Medical Mutual Insurance Company, first serving as Chief Financial Officer and since 2011, as Chief Executive Officer. He currently serves on the Board of Directors of the Physicians Insurance Association of America. From 1983 to 1989, Mr. Scott served as Chief Examiner with the Kansas Insurance Department. He currently serves on the Board of Directors of the Greater Topeka Chamber of Commerce and the Board of Directors of Fidelity State Bank. He received a Bachelor of Science degree in Business Administration with a major in Accounting from Kansas State University in 1983.

Rochelle Chronister serves as a Director and has served in that position since inception of USAC in 2009. She served in the Kansas House of Representatives from 1979 to 1995, where she was Chair of the House Appropriations Committee, the House Education Committee, and the Joint House and Senate Committee for Economic Development. From May of 1995 to October of 1999, Ms. Chronister served as the Secretary of the Kansas Department of Social and Rehabilitation Services. She was responsible for the formation of a public-private partnership for reorganization of child protective services, making Kansas the first state in the country to contract for services to children-in-need of care for family preservation, adoption, and foster care. Ms. Chronister formed an organization with four other Cabinet Secretaries, Connect Kansas, to encourage community coordination for services to children. She received her Bachelor of Arts in Microbiology from University of Kansas in 1961. At the University of Kansas, she was a member of the Mortar Board honorary society and President of Sellards Scholarship Hall.

James Concannon serves as a Director and has served in that position since inception of USAC in 2009. Professor Concannon served as Dean of Washburn University School of Law from 1988-2001. Since he stepped down as Dean, he has continued to serve as a Professor of Law at Washburn and holds the title of Senator Robert J Dole Distinguished Professor of Law. He is licensed to practice in state courts in Kansas, the U.S. District Court for Kansas, the U.S. Court of Appeals for the Tenth Circuit and the Supreme Court of the United States. Mr. Concannon received the 2012 Justice Award from the Kansas Supreme Court. He served as Research Attorney for the Kansas Supreme Court and was a Visiting Professor at Washington University School of Law in St. Louis. He was a Senior Contributing Editor of Evidence in America: The Federal Rules in the States and serves on the National Conference of Commissioners on Uniform State Laws. Mr. Concannon received his Bachelor of Science from the University of Kansas in 1968 and his Juris Doctorate from the University of Kansas School of Law in 1971 He currently serves as an Independent Trustee of the Waddell & Reed Advisors Funds, the Ivy Funds Variable Insurance Portfolios and the Invested 529 Funds.

William Gravesserves as a Director and has served in that position since 2014. He is President and CEO of American Trucking Associations, the national trade and safety organization of the United States trucking industry. Through its 50 affiliated state trucking associations, conferences, and other organizations, the ATA represents an industry that delivers nearly 70% of the nation's freight before all branches and levels of government. Under his leadership, ATA is advancing several safety initiatives. In addition to his duties at ATA, Mr. Graves serves on the Board of Directors of the International Speedway Corp., the leading promoter of motorsport racing in America, where he serves on the audit, compensation, nominating, and corporate governance committees. In January 2003, Mr. Graves completed his second term as governor of Kansas, capping 22 years of service to the state. As governor, he enacted the largest tax cut in state history but also signed into law an historic 10-year, $13 billion comprehensive transportation program improving highways, railroad infrastructure, airports, and public transit service in Kansas, financed by higher user fees. Mr. Graves earned a degree in business administration from Kansas Wesleyan University in his hometown of Salina and attended graduate school at the University of Kansas.

25 

Jeff Brown serves as Executive Vice President and Chief Operating Office of USALSC. Mr. Brown has served in that capacity since November 2011. From 2001 to 2011, he served in various executive positions at AmerUs Annuity Group (Aviva USA) including Vice President and Actuary, Senior Vice President and Actuary, and Vice President of Finance Transformation. From 1995 to 2001, Mr. Brown worked in various actuarial positions including group life actuary at Fortis Benefits Insurance Company (Assurant Employee Benefits). He currently serves as President on the Board of Directors of Cair Paravel Latin School. He received his Bachelor of Arts degree in Mathematics (Actuarial Science Specialization) from Washburn University in 1995 He is a Fellow of the Society of Actuaries end a member of the American Academy of Actuaries.

Item 6.                      Executive Compensation

The following table sets forth amounts earned by our named executive officers as compensation in each of the past two years:

SUMMARY COMPENSATION TABLE

Name And Principal Position	Year Ended Dec. 31,	Salary		Bonus		All Other Compensation			Total
Jack H. Brier,	2015	$	200,000	$	102,778	$	29,186	(1)	$	331,964
President/Chairman	2014	$	200,000	$	N/A	$	29,073	(2)	$	229,073
Jeffrey Brown,	2015	$	141,000	$	90,000	$	N/A		$	231,000
Coo/Vice-President of USALSC	2014	$	141,000	$	66,000	$	N/A		$	207,000

(1) All other compensation for Mr. Brier in 2015 consisted of an automobile allowance of $15,000, insurance premiums of $12,500, and cell phone reimbursement of $1,436.

(2)  All other compensation for Mr. Brier in 2014 consisted of an automobile allowance of $15,000, insurance premium of $12,750, and cell phone reimbursement of $1,573.

The compensation of Mr. Brier, our President, is determined based on the recommendation of the compensation committee of our Board of Directors, which committee consists solely of directors we deem to be independent. The compensation committee seeks to provide Mr. Brier with base salary, bonus and other compensation that are consistent with market median practices, and also to motivate Mr. Brier to achieve our operating and strategic goals.  The committee also considered such equitable and specific factors such as Mr. Brier’s crucial role in the founding, development and continued growth of the Company, his tenure with the Company, and the additional time and energy burdens borne in connection with the various capital raises by the Company since its inception.

The committee's recommendation for Mr. Brier's compensation for 2015 was approved by the full board, with Mr .Brier abstaining. The committee has also determined that Mr.Brier's base salary and other compensation will remain the same for 2016 as for 2015 and 2014, in light of the Company’s early growth stage and available financial resources. Mr. Brier will receive additional compensation for addition responsibilities undertaken by him in conjunction with the registration of the warrants and underlying stock issued in our 2010 Public Offering equal to 2% of the proceeds of the such Offering.

Mr. Brown's compensation is determined by the President of USAC.  Actuarial salary surveys produced by Ezra Penland and DW Simpson were reviewed in determining an appropriate salary for Mr. Brown.

  26

Director Compensation

The following table sets forth the total compensation of directors during the year ended December 31, 2015 and 2014:

DIRECTOR COMPENSATION

Name	Fees earned or paid in cash ($)
	2015		2014
Jack H. Brier	$	8,800	$	8,800
Bob Boaldin(1)	$	-	$	3,000
Rochelle Chronister	$	3,500	$	4,000
James Concannon	$	8,800	$	8,800
William Graves	$	2,500	$	750
Kurt Scott	$	8,800	$	8,800

(1) Mr Boaldin's term as director expired May 31, 2015 and he did not stand for re-election.

Each director also serves as a director of USALSC, and  is paid $500 for each directors meeting of USAC and USALSC that such director attends in person, and $250 for each meeting attended telephonically.  In addition, Messrs. Brier, Concannon, and Scott, as members of the Company’s executive committee, are paid $400 per month for their services.  Both companies held quarterly meeting in 2014 and 2015.

Item 7.                     Certain Relationships and Related Transactions, and Director Independence

Promoters. Messrs. Brier. Boaldin, Concannon, and Scott and Ms. Chronister are considered promoters of the Company. Collectively they hold 560,000 shares of common stock for which they paid $.20 per share, for an aggregate total consideration of $112,000. Messrs. Boaldin, Concannon, and Scott and Ms. Chronister collectively hold 40,000 shares of common stock for which they paid $.50 per share, for an aggregate total consideration of $20,000. Mr. Brier holds 14,800 shares of common stock for which he paid $.30 per share, for an aggregate total consideration of $4,440. Mr. Boaldin holds 2,000 shares of common stock for which he paid $5.00 per share, for an aggregate totalconsideration of $10,000.

Director Independence. We are not currently listed on any national securities exchange that requires us to have independent directors. However, we believe that Messrs. Concannon, Graves. and Scott, and Ms. Chronister qualify as independent, based on our evaluation of relationships, and transactions and other criteria established by the national stock exchanges and the SEC.

Item 8.                     Legal Proceedings

Neither the Company nor any of its principals are presently engaged in any material pending litigation which might have an adverse impact on its net assets.

Item 9.                     Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

Market Information

As of December 31. 2015, there was no established market for USAC's common stock. In conjunction with the 2010 Public Offering described in Item 10 of this Registration Statement, USAC issued warrants for the purchase of up to 2,532,400 shares of USAC common stock at an exercise price of $6.00 per share. These warrantswere originally scheduled to expire February 24, 2016, but such expiration date was extended to April 1, 2016.1f all warrant holders were to exercise their warrants, we would issue an additional 2,532,400 shares of stock and add$15,194,400 in capital to USAC (less offering expenses). As of December 31, 2015 there was no established market for the warrants. In addition, in January. 2016, we commenced an offering of an additional 1,500,000 shares of USAC common stock at a purchase price of $7 00 per share (the "2010 Public Offering") The 2016 Public Offering will remain open until February 24, 2017. If the 2016 Public Offering is fully subscribed, we would issue an additional 1,500,000 shares of USAC common stock and add $10,500,000 in capital to USACD (less offering expenses).

As of December 31, 2015, 944,845 warrants have been exercised with gross proceeds to USAC of $5,669,070 As of the date of this Registration Statement, no shares of USAC common stock have been sold in the 2016 Public Offering.

27 

Holders

As of December 31, 2015 there are approximately 1,850 holders of USAC common stock No preferred slack has been issued as of December 31, 2015.

Dividends

USAC has not paid any cash dividends since inception. Dividends are not anticipated in the foreseeable future.

Securities Authorized for Issuance Under Equity Incentive Plans

No securities are authorized for issuance under equity compensation plans.

Item 10.                      Recent Sales of Unregistered Securities

In April and May of 2009, USAC offered and sold 1,200,000 shares of its common stock, par value $0.10, at a purchase price of $0.10 per share to its organizing stockholders, for total proceeds of $240,000. No underwriter was involved and no finder's fee was paid in this private placement.

On June 30, 2009, USAC offered and sold 500,000 shares of common stock at a purchase price of $1.50 per share, for total proceeds of $750,000. The private placement was concluded on August 13, 2009, No underwriter was involved and no finder's fee was paid in this private placement.

The common stock sold in the 2009 offerings (the "2009 Offerings") was not registered with the SEC in reliance on an exemption from registration under Section 4(2) of the Securities Act for securities sold by an issuer not involving any public offering. Shares issued in the 2009 Offerings were sold to USAC’s promoters, founding stockholders and to persons serving on our Board of Directors, and were not sold by means of any general advertisement or solicitation.  In addition, the shares sold in the 2009 Offerings are subject to significant restrictions on transfer, including the placement of the initial 1,200,000 of such shares sold into an escrow account maintained and administered by an independent escrow agent.

On February 24, 2010, USAC commenced a public offering (the "2010 Public Offering") to residents of the state of Kansas of 10,000 units ("Units"), consisting of 200 shares of common stock and a warrant, at a purchase price of $1,000 per Unit. Each warrant entitles the holder to purchase an additional 200 shares of USAC common stock at a purchase price of $6.00 per share. These warrants were originally scheduled to expire February 24, 2016, but such expiration date was extended to April 1, 2016. Units sold in the 2010 Public Offering were not registered with the SEC in reliance on an exemption from registration under Section 3(a)(11) for securities offered and sold on a wholly intrastate basis. The Units were registered with the Office of the Kansas Securities Commissioner and were sold only to bona fide residents of the state of Kansas

On February 24, 2011, the 2010 Public Offering was extended one year. On February 24, 2012, the offering size was increased to 13,000 Units and extended to February 24, 2013. These extensions and the increase in the offering size were registered with the Kansas Securities Commissioner. The registration of the 2010 Public Offering terminated on February 24, 2013. The 2010 Public Offering was self-underwritten and sold through agents of the Company licensed to sell securities in Kansas. Total gross proceeds of the 2010 Public Offering were $12,662,000.

On February 24, 2015, USAC registered a public offering ("2015 Warrant Offering") with the Kansas Securities Commissioner to facilitate the exercise of warrants included with the Units sold in the 2010 Public Offering. As of December 31, 2015. 944,845 warrants have been exercised with gross proceeds to USAC of $5,669,070.

On January 19, 2016, USAC filed with the Kansas Securities Commissioner a supplement to the 2015 Warrant Offering prospectus to register the additional shares of USAC common stock offered for sale in 2016 Public Offering.  Securities sold in the 2010 Public Offering were not registered with the SEC in reliance on an exemption from registration under Section 3(a)(11) for securities offered and sold on a wholly intrastate basis.  As of the date of this Registration Statement, no shares of USAC common stock have been sold in the 2016 Public Offering. The 2016 Public Offering will remain open until February 24, 2017.

Item 11.                      Description of Securities

USAC is authorized to issue 9,000,000 shares of common stock, par value $10, and 1,000,000 shares of preferred stock, par value $5.00. As of December 31, 2015 a total of 5,177,245 shares of common stock have been issued and no shares of preferred stock have been issued.

28 

Common Stock

Holders of common stock are entitled, subject to the prior right of any preferred stock outstanding (none at this time), to such dividends as the Board of Directors, in its discretion, may declare out of legally available funds. In the event of liquidation, holders of common stock are entitled, subject to the prior rights of holders of any preferred stock then outstanding and any creditors, to participate prorata in all assets, if any, of USAC remaining after the payment of liabilities. Holders are entitled to one vote for each share of common stock held by them, and may vote cumulatively in the election of directors. Holders of our common stock do not have preemptive rights.

Warrants

Each Unit purchased during our 2010 Public Offering was comprised of 200 shares of common stock and a warrant providing the purchaser the right to purchase an additional 200 shares (per unit) of common stock at $6.00 per share. These warrants were originally scheduled to expire February 24, 2016, but such expiration date was extended to April 1, 2016.

Stock

USAC's Board of Directors, without further action by the stockholders, may issue shares of preferred stock and may fix or alter the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation preferences, conversion rights and the description of a number of shares constituting any wholly unissued series of preferred stock. No shares of preferred stock have been issued.

In connection with the 2009 Offerings, 1,700,000 total promotional shares of USAC common stock were issued to the Company's promoters. These shares are subject to a promotional shares escrow agreement among USAC, the holders of the shares, and Capital City Bank, as escrow agent. Pursuant to the terms of this agreement, the shares are held in escrow and released to the holders thereof in increments, on a quarterly basis following the 2010 Public Offering, with all shares to be released no later than five years following February 24, 2013, the completion of the 2010 Public Offering

Item 12.                      Indemnification of Directors and Officers

USAC's Articles of Incorporation state there shall be no personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Nothing herein shall limit or eliminate the liability of a director (a) for any breach of the director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under the provisions of KSA 17-6424 and amendments thereto or (d) for any transaction from which the director derived an improper personal benefit.

Item 13.                      Financial Statements and Supplementary Data

The financial statements required by this Item are set forth below beginning on page F-1 below and are incorporated herein by reference. As a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), we are not required to provide the supplementary data required by this Item.

Item 14.                      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

RSM US LLP (“RSM”) served as the Company’s auditor for the years ended December 31, 2015 and 2014 and, as an accommodation to the Company, served in that capacity for the first quarter of 2016.  The reports of RSM on the Company’s consolidated financial statements as of and for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2015 and 2014, and through June 27, 2016, there were no disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to RSM’s satisfaction, would have caused RSM to make reference to the subject matter thereof in connection with its report.

The audit committee of USAC’s Board of Directors (the “Audit Committee”) recently completed a competitive process to determine which audit firm would serve as the Company’s independent registered public accounting firm for the year ended December 31, 2016. RSM chose not to stand for re-appointment. On June 27, 2016 the Audit Committee determined to engage Kerber, Eck & Braeckel LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2016, with such engagement to begin immediately.  RSM will, however, to continue to provide services to the Company with respect to tax-planning and compliance services.

29 

The Company provided RSM with a copy of the disclosures it is making in this Registration Statement and requested from RSM a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of RSM's letter dated (Insert Date) is attached as Exhibit 16.1 to this Registration Statement.

During the years ended December 31, 2015 and 2014 and the subsequent interim period through March 31, 2016, the Company did not consult with Kerber, Eck & Braeckel LLP regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K under the Securities Act.

30 

Item 15.                      Financial Statements and Exhibits

(a) Except for the updated Report of the Company Independent Registered Public Accounting Firm, the following financial statements and schedules were filed  as part of the Company’s Registration Statement on Form 10 filed on May 2, 2016  (File No. 000-55627), and are incorporated herein by reference:
*Updated Report of Independent Registered Public Accounting Firm
Audited Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014
Notes to Consolidated Financial Statements
The following financial statements and schedules are filed herewith:
Consolidated Financial Statements (unaudited):		F-1
Consolidated Balance Sheets at March 31, 2016		F-2
Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2016		F-3
Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2016		F-4
Consolidated Statements of Cash Flows for the		F-5
Notes to Consolidated Financial Statements		F-6
(b) The following documents are filed herewith as Exhibits hereto:
Exhibit Number:	Document
3.1	Articles of Incorporation of US Alliance Corporation (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on May 2, 2016  (File No. 000-55627), is incorporated herein by reference as Exhibit 3.1)
3.2	Bylaws of US Alliance Corporation (filed as Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on May 2, 2016  (File No. 000-55627), is incorporated herein by reference as Exhibit 3.2)
4.1	Form of Warrant to Purchase Common Shares of US Alliance (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on May 2, 2016  (File No. 000-55627), is incorporated herein by reference as Exhibit 4.1)
10.1*	Commercial Lease Agreement dated October 11, 2011 between Lindemuth, Inc., DBA Gage Center and USAC

31 

10.2*	Automatic Yearly Term Reinsurance Agreement between USALSC and General Re Life Insurance Corporation
10.3*	Group Long Term and Short Term Disability Reinsurance Agreement between USALSC and Reliance Standard Life Insurance Company, DBA Custom Disability Solutions
10.4*	Automatic Reinsurance Agreement between USALSC and Optimum Re Insurance Company (schedules omitted)
10.5*	Bulk Reinsurance Agreement between USALSC and Optimum Re Insurance Company
10.6*	Group Medical Reinsurance Agreement between USALSC and Unified Life Insurance Company
10.7.1*	Investment Management Agreement between USAIC and General Re – New England Asset Management, Inc.
10.7.2	Subadvisory Investment Management Agreement between USAIC and General Re - New England Asset Management, Inc.
10.8*	Third Party Insurance Services Agreement between USALSC and Dakota Capital Life Insurance Company, as amended
10.9*	Group Life and Accidental Death & Dismemberment Reinsurance Agreement between USALSC and General Re Life Corporation, as amended
16.1*	Letter from RSM US LLP regarding change in certifying accountant
21.1	List of Subsidiaries (filed as Exhibit 21.1 to the Company’s Registration Statement on Form 10 filed on May 2, 2016  (File No. 000-55627), is incorporated herein by reference as Exhibit 21.1)

32 

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized

	US Alliance Corporation
	(Registrant)
Date:  June 29, 2016	By: /s/ Jack H. Brier
	Jack H. Brier, President and Chairman

33 

Report of Independent Registered Public Accounting Firm

To the Board of Directors

US Alliance Corporation

Topeka, Kansas

We have audited the accompanying consolidated balance sheets of US Alliance Corporation and Subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended. Our audits also included the financial statement schedules of US Alliance Corporation listed as Supplemental Financial Exhibits. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of US Alliance Corporation and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ RSM US LLP

Omaha, Nebraska

June 28, 2016

US Alliance Corporation

Consolidated Financial Statements

March 31, 2016

F-1 

US Alliance Corporation Consolidated Balance Sheets	March 31, 2016 (unaudited)			December 31, 2015
Assets
Cash and cash equivalents	$	4,419,597		$	2,466,526
Investments in available-for-sale securities, at fair value		12,907,108			11,735,387
Investment income due and accrued		67,631			78,540
Deferred acquisition costs, net		96,978			86,053
Reinsurance related assets		17,960			21,444
Pre-paid expenses		90,960			123,162
Other assets		5,501			7,504
Property, equipment and software, net		273,848			283,582
Total assets	$	17,879,583		$	14,802,198
Liabilities and Shareholders' Equity
Liabilities:
Accounts payable and accrued expenses	$	61,778		$	85,888
Policyholder benefit reserves		2,966,964			2,576,964
Deposit-type contracts		1,955,037			1,573,988
Advance premiums		85,313			69,573
Other liabilities		493,017			4,992
Total liabilities		5,562,109			4,311,405
Shareholders' Equity:
Preferred stock, $5.00 par value. Authorized 1,000,000 shares; none issued or outstanding		-			-
Common stock, $0.10 par value. Authorized 9,000,000 shares; issued and outstanding 5,532,039 and 5,177,245 shares as of March 31, 2016 and December 31, 2015, respectively		553,204			517,725
Outstanding warrants		-			15,876
Common stock subscribed		900			13,799
Common stock subscription receivable		(54,012	)		(827,952	)
Additional paid-in capital		18,119,460			17,018,285
Accumulated deficit		(6,473,180	)		(6,146,463	)
Accumulated other comprehensive income		171,102			(100,477	)
Total shareholders' equity		12,317,474			10,490,793
Total liabilities and shareholders' equity	$	17,879,583		$	14,802,198

F-2

US Alliance Corporation Consolidated Statements of Comprehensive Loss (unaudited)	Three months ended March 31, 2016                                                         2015
Income:
Premium income	$	1,357,372		$	1,022,834
Net investment income		91,261			50,889
Net realized gain on sale of securities		10,838			-
Other income		13,405			2,153
Total income		1,472,876			1,075,876
Expenses:
Death claims		116,527			107,607
Policyholder benefits		722,145			504,439
Increase in policyholder reserves		359,552			265,074
Commisions, net of deferrals		108,215			89,142
Amortization of deferred acquistion costs		37,457			34,279
Salaries & benefits		188,367			130,645
Other operating expenses		267,330			294,754
Total expense		1,799,593			1,425,940
Loss before income taxes		(326,717	)		(350,064	)
Provision for income tax expense		-			-
Net loss	$	(326,717	)	$	(350,064	)
Unrealized net holding gains arising during the period		282,417			118,003
Reclassification adjustment for loss (gains) included in net loss		(10,838	)		-
Other comprehensive income		271,579			118,003
Comprehensive loss	$	(55,138	)	$	(232,061	)
Net loss per common share, basic and diluted
	$	(0.06	)	$	(0.08	)
See Notes to Consolidated Financial Statements

F-3 

US Alliance Corporation

Consolidated Statements of Changes in Shareholders' Equity

Three Months Ended March 31, 2016 and 2015

(unaudited)

	Number of Shares of Common Stock	Common Stock	Additional Paid-in Capital	Outstanding Warrants	Common Stock Subscribed	Subscription Receivable	Accumulated Other Comprehensive Income / (Loss)	Accumulated Deficit	Total
Balance, December 31, 2014	4,232,400	423,240	11,353,508	25,324	-	-	287,082	(4,809,086)	7,280,068
Common stock issued upon exercise of warrants, $6.00 per share	9,600	960	56,736	(96)	-	-	-	-	57,600
Costs associated with warrant exercise	-	-	(40,418)	-	-	-	-	-	(40,418)
Other comprehensive loss	-	-	-	-	-	-	118,003	-	118,003
Net loss	-	-	-	-	-	-	-	(350,064)	(350,064)
Balance, March 31, 2015	4,242,000	$424,200	$11,369,826	$25,228	$            -	$            -	$405,085	$(5,159,150)	$7,065,189
Balance, December 31, 2015	5,177,245	517,725	17,018,285	15,876	13,799	(827,952)	(100,477)	(6,146,463)	10,490,793
Common stock issued upon exercise of warrants, $6.00 per share	354,794	35,479	2,109,161	(15,876)	-	-	-	-	2,128,764
Costs associated with warrant exercise	-	-	(246,945)	-	-	-	-	-	(246,945)
Common stock subscribed	-	-	(761,041)	-	(12,899)	773,940	-	-	-
Other comprehensive loss	-	-	-	-	-	-	271,579	-	271,579
Net loss	-	-	-	-	-	-	-	(326,717)	(326,717)
Balance, March 31, 2016	5,532,039	$553,204	$18,119,460	$            -	$              900	$(54,012)	$171,102	$ (6,473,180)	$ 12,317,474
See Notes to Consolidated Financial Statements.

F-4 

US Alliance Corporation Consolidated Statements of Cash Flows (unaudited)	Three months ended March 31, 2016                                                      2015
Cash Flows from Operating Activities:
Net loss	$	(326,717	)	$	(350,064	)
Adjustments to reconcile net loss to net cash and cash equivalents provided by (used in) operating activities:
Depreciation and amortization		9,734			6,309
Net realized (gains) on the sale of securities		(10,838	)		-
Amortization of investment securities, net		5,520			8,814
Interest credited on deposit type contracts		14,244			5,644
(Increase) decrease in operating assets:
Investment income due and accrued		10,909			7,076
Deferred acquisition costs capitalized		(48,382	)		(39,053	)
Deferred acquisition costs amortized		37,457			34,279
Reinsurance related assets		3,484			(8,388	)
Pre-paid expenses		32,202			3,322
Other assets		2,003			3,115
Increase (decrease) in operating liabilities:
Policyowner benefit reserves		390,000			252,533
Advance premiums		15,740			13,670
Other liabilities		488,025			49,265
Accounts payable and accrued expenses		(24,110	)		(6,614	)
Net cash provided by (used in) operating activities		599,271			(20,092	)
Cash Flows from Investing Activities:
Available-for-sale securities
Purchase of investments		(1,140,464	)		(225,587	)
Proceeds from sales and repayments		245,640			81,585
Purchase of property, equipment and software		-			(20,688	)
Net cash (used in) investing activities		(894,824	)		(164,690	)
Cash Flows from Financing Activities:
Receipts on deposit-type contracts		441,382			136,680
Withdrawals on deposit-type contracts		(74,577	)		-
Proceeds received from exercise of warrants, net of costs of issuance		1,881,819			17,182
Net cash provided by financing activities		2,248,624			153,862
Net increase (decrease) in cash and cash equivalents		1,953,071			(30,920	)
Cash and Cash Equivalents:
Beginning		2,466,526			575,005
Ending	$	4,419,597		$	544,085
See Notes to Consolidated Financial Statements.

F-5 

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 1.                      Description of Business and Significant Accounting Policies

Description of business:  US Alliance Corporation (“the Company”) is a Kansas corporation located in Topeka, Kansas.  The Company was incorporated April 24, 2009, as a holding company to form, own, operate and manage a life insurance company and its marketing and investment affiliates.  On June 9, 2011, the wholly owned subsidiary, US Alliance Life and Security Company was incorporated.  US Alliance Life and Security Company received its Certificate of Authority from the Kansas Insurance Department (KID) effective January 2, 2012.  On April 23, 2012, US Alliance Investment Corporation and US Alliance Marketing Corporation were incorporated as wholly-owned subsidiaries of the Company to provide investment management and marketing services.

The Company terminated its initial public offering on February 24, 2013.  As of the end of this offering, the Company is no longer a development stage company.  During the balance of 2013, the Company achieved approval of an array of life insurance and annuity products, began development of various distribution channels and commenced insurance operations and product sales.  The Company sold its first insurance product on May 1, 2013.  The Company continued to expand its product offerings and distribution channels throughout 2014 and 2015.  On February 24, 2015, the Company commenced a warrant exercise offering set to expire on February 24, 2016.  On February 24, 2016 the Company extended its current offering until February 24, 2017 and made additional shares available for purchase.

The Company began offering third party administrative (“TPA”) services in 2015.  TPA agreements generate service fee income for the Company.  The Company currently has one TPA agreement in place.  The Company has been able to perform its TPA services using existing resources.

Basis of presentation:  The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America.

Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated from the consolidated financial statements.

Area of Operation:  US Alliance Life and Security Company is authorized to operate in the states of Kansas and North Dakota and was granted authority to operate in the State of Missouri on April 21, 2016.

Cash and cash equivalents:  For purposes of the statement of cash flows, the Company considers demand deposits and highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents.  The Company maintains its cash balances in one financial institution located in Topeka, Kansas.  The FDIC insures aggregate balances, including interest-bearing and noninterest-bearing accounts, of $250,000 per depositor per insured institution.  The Company’s financial institution is a member of a network that participates in the Insured Cash Sweep (ICS) program.  By participating in ICS, the Company’s deposits in excess of the insured limit are apportioned and placed in demand deposit accounts at other financial institutions in amounts under the insured limit.  As a result, the Company can access insurance coverage from multiple financial institutions while working directly with one.  The Company had no amounts uninsured as of December 31, 2015.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Property, equipment and software:  Property, equipment and software are stated at cost less accumulated depreciation.  Expenditures for additions and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.  Expenditures for maintenance and repairs are charged to income currently.  Upon disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Depreciation is computed by the straight-line method over the estimated useful lives of the assets.  Computer equipment is depreciated over no longer than a 5-year period.  Furniture and equipment are depreciated over no longer than a 10-year period.  Software is depreciated over no longer than a 10-year

F-6

 US Alliance Corporation

Notes to Consolidated Financial Statements

Note 1.               Description of Business and Significant Accounting Policies (Continued)

period.  Major categories of depreciable assets and the respective book values as of March 31, 2016 and December 31, 2015 are represented below.

	Three months ended March 31, 2016			Year ended December 31, 2015
Computer	$	20,755		$	20,755
Furniture and equipment		80,956			80,956
Software		257,500			257,500
Accumulated depreciation		(85,363	)		(75,629	)
Balance at end of period	$	273,848		$	283,582

Pre-paid expenses:  The Company recognizes pre-paid expenses as the expenses are incurred.  Pre-paid expenses consist of a multi-year computer service contract and systems consulting hours.  Service contract expenses are charged straight line over the life of the contract.  Systems consulting hours are charged as they are incurred on projects.

Investments:  Investments in available-for-sale securities are carried in the consolidated financial statements at fair value with the net unrealized holding gains (losses) included in accumulated other comprehensive income.  Bond premiums and discounts are amortized using the scientific-yield method over the term of the bonds.

Realized gains and losses on securities sold during the year are determined using the specific identification method and are shown as a separate line item on the Consolidated Statement of Comprehensive Loss .  Investment income is recognized as earned.

Management has a policy and process in place to identify securities that could potentially have an impairment that is other-than-temporary. The assessment of whether impairments have occurred is based on a case-by-case evaluation of underlying reasons for the decline in fair value. We consider severity of impairment, duration of impairment, forecasted recovery period, industry outlook, financial condition of the issuer, issuer credit ratings and whether we intend to sell a security or it is more likely than not that we would be required to sell a security prior to the recovery of the amortized cost.

The recognition of other-than-temporary impairment losses on debt securities is dependent on the facts and circumstances related to the specific security. If we intend to sell a security or it is more likely than not that we would be required to sell a security prior to recovery of the amortized cost, the difference between amortized cost and fair value is recognized in the income statement as an other-than-temporary impairment. As it relates to debt securities, if we do not expect to recover the amortized basis, do not plan to sell the security and if it is not more likely than not that we would be required to sell a security before the recovery of its amortized cost, the other-than-temporary impairment  would be recognized. We would recognize the credit loss portion through earnings in the income statement and the noncredit loss portion in accumulated other comprehensive loss. The Company had no investment securities that were evaluated to be other than temporarily impaired.

Reinsurance: In the normal course of business, the Company seeks to limit aggregate and single exposure to losses on risks by purchasing reinsurance. The amounts reported in the consolidated balance sheets as reinsurance recoverable include amounts billed to reinsurers on losses paid as well as estimates of amounts expected to be recovered from reinsurers on insurance liabilities that have not yet been paid.  Reinsurance recoverable on unpaid losses are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. Insurance

liabilities are reported gross of reinsurance recoverable. Management believes the recoverables are appropriately established. Reinsurance premiums are generally reflected in income in a manner consistent with the recognition of premiums on the reinsured contracts. Reinsurance does not extinguish

F-7

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 1.               Description of Business and Significant Accounting Policies (Continued)

the Company’s primary liability under the policies written.  Therefore, the Company regularly evaluates the financial condition of its reinsurers including their activities with respect to claim settlement practices

and commutations, and establishes allowances for uncollectible reinsurance recoverable as appropriate. There were no allowances as of March 31, 2016 and December 31, 2015.

Benefit reserves: The Company establishes liabilities for amounts payable under insurance policies, including traditional life insurance and annuities. Generally, amounts are payable over an extended period of time. Liabilities for future policy benefits of traditional life insurance have been computed by a net level premium method based upon estimates at the time of issue for investment yields, mortality and withdrawals.  These estimates include provisions for experience less favorable than initially expected. Mortality assumptions are based on industry experience expressed as a percentage of standard mortality tables.

Policy claims: Policy claims are based on reported claims plus estimated incurred but not reported claims developed from trends of historical data applied to current exposure.  The Company’s current estimate of incurred but not reported claims is $23,874 and is included as a part of policyholder benefit reserves.

Deposit-type contracts: Deposit-type contracts consist of amounts on deposit associated with deferred annuity contracts.  The deferred annuity contracts credit interest based upon a fixed interest rate set by the Company.  The Company has the ability to change this rate annually subject to minimums established by law or administrative regulation.

Liabilities for these deposit-type contracts are included without reduction for potential surrender charges. This liability is equal to the accumulated account deposits, plus interest credited, and less policyholder withdrawals. The following table provides information about deposit-type contracts for the quarter ended March 31, 2016 and the year ended December 31, 2015.

	Three months ended March 31, 2016			Year ended December 31, 2015
Balance at beginning of period	$	1,573,988		$	686,316
Deposits received		441,382			910,817
Interest credited		14,244			31,478
Withdrawals		(74,577	)		(54,623	)
Balance at end of period	$	1,955,037		$	1,573,988

Revenue recognition and related expenses: Revenues on traditional life insurance products consist of direct premiums reported as earned when due.  Premium income includes reinsurance assumed and is reduced by premiums ceded.

Amounts received as payment for annuity contracts without life contingencies are recognized as deposits to policyholder account balances and included in future insurance policy benefits. Revenues from these contracts are comprised of fees earned for contract-holder services, which are recognized over the period

of the contracts, and included in revenue. Deposits are shown as a financing activity in the Consolidated Statements of Cash Flows.

Liabilities for future policy benefits are provided and acquisition costs are amortized by associating benefits and expenses with earned premiums to recognize related profits over the life of the contracts.

Deferred acquisition costs: The Company capitalizes and amortizes over the life of the premiums produced incremental direct costs that result directly from and are essential to the contract acquisition transaction and would not have been incurred by the Company had the contract acquisition not occurred.

F-8

 US Alliance Corporation

Notes to Consolidated Financial Statements

Note 1.               Description of Business and Significant Accounting Policies (Continued)

An entity may defer incremental direct costs of contract acquisition that are incurred in transactions with independent third parties or employees as well as the portion of employee compensation and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts. Additionally, an entity may capitalize as a deferred acquisition cost only those advertising costs meeting the capitalization criteria for direct-response advertising.  Acquisition costs are amortized over the premium paying period using the net level premium method. Traditional life insurance products are treated as long duration contracts, which generally remain in force for the lifetime of the insured.

The following table provides information about deferred acquisition costs for the quarter ended March 31, 2016 and the year ended December 31, 2015, respectively.

	2016			2015
Balance at beginning of period	$	86,053		$	52,808
Capitalization of commissions, sales and issue expenses		48,382			146,539
Amortization net of interest		(37,457	)		(113,294	)
Balance at end of period	$	96,978		$	86,053

Comprehensive loss: Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses from marketable securities classified as available for sale, net of applicable taxes.

Common stock and earnings (loss) per share:  The par value for common stock is $0.10 per share with 9,000,000 shares authorized.  As of March 31, 2016 and December 31, 2015 the company had 5,532,039 and 5,177,245 common shares issued and outstanding, respectively.

Earnings (loss) per share attributable to the Company’s common stockholders were computed based on the net loss and the weighted average number of shares outstanding during each year.  The weighted average number of shares outstanding during the quarters ended March 31, 2016 and 2015 were 5,295,510 and 4,235,600 shares, respectively.  Potential common shares are excluded from the computation when their effect is anti-dilutive.  Basic and diluted net loss per common share is the same for the quarters ended March 31, 2016 and 2015 because all warrants for common shares are anti-dilutive.

As of March 31, 2016 and December 31, 2015 the Company had a stock subscription receivable of $54,012 and $827,952.  This represents the value of share purchases agreed to but which will settle after the statement date.

Income taxes:  The Company is subject to U.S. federal and state taxes.  The provision for income taxes is based on income as reported in the consolidated financial statements.  The income tax provision is calculated using the asset and liability method.  Deferred income taxes are recorded based on the differences between the financial statement and tax basis of assets and liabilities at the enacted rates expected to apply to taxable income in the years in which the differences are expected to reverse.  A valuation allowance is established for the amount of any deferred tax asset that exceeds the amount of the estimated future taxable income needed to utilize the future tax benefits.

All of the Company’s tax returns are subject to U.S. federal, state and local income tax examinations by tax authorities.  The Company had no known uncertain tax benefits included in its provision for income taxes as of December 31, 2015 and 2014.  The Company’s policy is to recognize interest and penalties (if applicable) as an element of the provision for income taxes in the consolidated statements of income.  The tax years which remain subject to examination by taxing authorities are the years ended December 31, 2012 through 2015.

F-9

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 1.               Description of Business and Significant Accounting Policies (Continued)

Risk and uncertainties:Certain risks and uncertainties are inherent in the Company’s day-to-day operations and in the process of preparing its consolidated financial statements. The more significant of those risks and uncertainties, as well as the Company’s method for mitigating the risks, are presented below and throughout the notes to the consolidated financial statements.

 - Use of Estimates: The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

   - Regulatory Factors: US Alliance Life and Security Company is highly regulated by the states in which it operates. Such regulations, among other things, limit the amount of rate increases on policies and impose restrictions on the amount and type of investments and the minimum surplus required to conduct business in the state.  

Recently enacted and potential further financial regulatory reforms could have a significant impact on the Company’s business. In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act is expected to have a broad impact on the financial services industry, including significant regulatory and compliance changes. Many of the Dodd-Frank Act requirements will be implemented over time and most will be subject to implementing regulations over several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of business activities, require changes to certain business practices, impose more stringent capital, liquidity and leverage requirements or otherwise adversely affect the Company’s business.

- Reinsurance: Reinsurance contracts do not relieve the Company from its obligations to insureds. Failure of reinsurers to honor their obligations could result in losses to the Company; consequently, allowances are established for amounts deemed uncollectible when necessary. The Company evaluates the financial condition of its reinsurers to minimize its exposure to losses from reinsurer insolvencies. Management believes that any liabilities arising from this contingency would not be material to the Company’s financial position.

- Interest Rate Risk: Reinsurance Interest rate risk arises from the price sensitivity of investments to changes in interest rates. Interest represents the greatest portion of an investment’s return for most fixed maturity securities in stable interest rate environments. The changes in the fair value of such investments are inversely related to changes in market interest rates. As interest rates fall, the interest and dividend streams of existing fixed-rate investments become more valuable and fair values rise. As interest rates rise, the opposite effect occurs. The Company attempts to mitigate its exposure to adverse interest rate movements through staggering the maturities of the fixed maturity investments and through maintaining cash and other short term investments to assure sufficient liquidity to meet its obligations and to address reinvestment risk considerations. Due to

F-10

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 1.               Description of Business and Significant Accounting Policies (Continued)

the composition of the Company’s book of insurance business, management believes it is unlikely that the Company would encounter large surrender activity due to an interest rate increase that would force the disposal of fixed maturities at a loss.

- Investment Risk:  The Company is exposed to risks that the issuers of the securities owned by the Company will default or that interest rates will change and cause a decrease in the value of its investments.  As interest rates decline, the velocity at which these securities pay down the principal may increase.  Management mitigates these risks by conservatively investing in investment grade securities and by matching maturities of the Company’s investments with the anticipated  payout of its liabilities.

- Credit Risk:  The Company is exposed to credit risk through counterparties and within the investment portfolio. Credit risk relates to the uncertainty associated   with an obligor’s ability to make timely payments of principal and interest in accordance with the contractual terms of an instrument or contract. The Company manages its credit risk through established investment policies and guidelines which address the quality of creditors and counterparties, concentration limits, diversification practices and acceptable risk levels. These policies and guidelines are regularly reviewed and approved by senior management and the Company’s board.

Reclassifications: Certain reclassifications of a minor nature have been made to prior-year balances to conform to current-year presentation with no net impact to net loss/income or equity.

New accounting standards:  In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) regarding accounting for revenue recognition that identifies the accounting treatment for an entity's contracts with customers. Although insurance contracts are excluded from this ASU, other customer contracts of the Company would be covered. This guidance is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating this guidance, but it does not believe that there will be a material impact to the consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01 Financial Instruments – Overall (sub-topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities regarding accounting for the recognition, measurement, presentation and disclosure of financial instruments.  This guidance changes how entities account for equity investments that do not result in consolidation and are not accounted for under the equity method of accounting.  Entities will be required to measure these investments at fair value at the end of each reporting period and recognize the changes in fair value in net income.  A practicability exception will be available for equity investments that do not have readily determinable fair value, however; the exception requires the company to adjust the carrying amount for impairment and observable price changes in orderly transactions for the identical or similar investment of the same issuer. This guidance is effective for public entities for annual reporting periods beginning after December 15, 2017.  The Company is currently evaluating the guidance to determine the impact to the consolidated financial statements.

All other new accounting standards and updates of existing standards issued through the date of this filing were considered by management and did not relate to accounting policies and procedures pertinent or material to the Company at this time.

F-11

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 2.               Investments

The amortized cost and fair value of available for sale and held to maturity investments as of March 31, 2016 and December 31, 2015 is as follows:

	2016
	Cost or Amortized Cost		Gross  Unrealized Gains		Gross Unrealized Losses	Fair Value
Available for sale:
Fixed maturities:
US Treasury securities	$	460,152	$	2,324 $	(7,831)	$	454,644
Corporate bonds		2,940,646		64,322	(79,980)		2,924,988
Municipal bonds		2,317,509		87,412	(2,559)		2,402,362
Mortgage backed and asset backed securities		3,181,284		41,840	(16,960)		3,206,164
Total fixed maturities		8,899,591		195,898	(107,330)		8,988,158
Equities:
Equities		3,712,226		217,432	(156,196)		3,773,462
Other equity investments		124,190		21,344	(46)		145,488
Total equities		3,836,416		238,776	(156,242)		3,918,950
Total available for sale	$	12,736,007	$	434,674 $	(263,572)	$	12,907,108
				2015
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses	Fair Value
Available for sale:
Fixed maturities:
US Treasury securities	$	461,132	$	- $	(34,816)	$	426,316
Corporate bonds		3,039,539		15,715	(143,701)		2,911,553
Municipal bonds		1,726,098		28,634	(10,595)		1,744,137
Mortgage backed and asset backed securities		3,083,389		19,554	(53,831)		3,049,113
Total fixed maturities		8,310,158		63,903	(242,943)		8,131,119
Equities:
Equities		3,387,927		219,883	(177,756)		3,430,054
Other equity investments		137,778		36,436-			174,214
Total equities		3,525,705		256,319	(177,756)		3,604,268
Total available for sale	$	11,835,863	$	320,222 $	(420,699)	$	11,735,387

The amortized cost and fair value of debt securities as of March 31, 2016, by contractual maturity, are shown below. Equity securities do not have stated maturity dates and therefore are not included in the following maturity summary. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Amounts maturing in:
One year or less	$	50,303	$	50,101
After one year through five years		1,100,819		1,108,461
After five years through ten years		1,510,850		1,505,646
More than 10 years		3,056,335		3,117,786
Mortgage backed and asset backed securities		3,181,284		3,206,164
	$	8,899,591	$	8,988,158

F-12

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 2.               Investments (Continued)

Proceeds from the sale of securities, maturities, and asset paydowns for the first three months of 2016 and 2015 were $245,640 and $81,585, respectively.  Realized gains and losses related to the sale of securities are summarized as follows:

		2016		2015
Gross Gains	$	10,838	$	-
Gross Losses		-		-
Net security (losses) gains	$	10,838	$	-

Gross unrealized losses by duration are summarized as follows:

	Less than 12 months					Greater than 12 months					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
March 31, 2016
Available for sale: Fixed maturities:
US Treasury Securities	$	-	$	-		$	253,206	$	(7,831	)	$	253,206	$	(7,831	)
Corporate bonds		861,017		(77,627	)		98,574		(2,353	)		959,591		(79,980	)
Municipal bonds		366,441		(2,559	)		-		-			366,441		(2,559	)
Mortgage backed and asset backed securities		514,969		(8,708	)		1,177,107		(8,252	)		1,692,076		(16,960	)
Total fixed maturities		1,742,427		(88,894	)		1,528,887		(18,436	)		3,271,314		(107,330	)
Equities:
Equities		1,027,778		(62,429	)		829,006		(93,767	)		1,856,784		(156,196	)
Other equity investments		41,472		(46	)		-		-			41,472		(46	)
Total equities		1,069,250		(62,475	)		829,006		(93,767	)		1,898,256		(156,242	)
Total available for sale	$	2,811,677	$	(151,369	)	$	2,357,893	$	(112,203	)	$	5,169,570	$	(263,572	)

	Less than 12 months					Greater than 12 months							Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Available for sale:
Fixed maturities:
US Treasury Securities	$	197,719	$	(1,351	)	$	228,597	$	(33,465	)	$	426,316	$	(34,816	)
Corporate bonds		2,141,253		(143,701	)		-		-			2,141,253		(143,701	)
Municipal bonds		675,885		(10,595	)		-		-			675,885		(10,595	)
Mortgage backed and asset backed securities		1,943,017		(39,189	)		438,173		(14,642	)		2,381,190		(53,831	)
Total fixed maturities		4,957,874		(194,836	)		666,770		(48,107	)		5,624,644		(242,943	)
Equities:
Equities		1,036,877		(75,352	)		820,370		(102,404	)		1,857,247		(177,756	)
Total equities		1,036,877		(75,352	)		820,370		(102,404	)		1,857,247		(177,756	)
Total available for sale	$	5,994,751	$	(270,188	)	$	1,487,140	$	(150,511	)	$	7,481,891	$	(420,699	)

Unrealized losses occur from market price declines that may be due to a number of factors, including economic downturns, changes in interest rates, competitive forces within an industry, issuer specific

events, operational difficulties, lawsuits, and market pricing anomalies caused by factors such as temporary lack of liquidity.

The total number of securities in the investment portfolio in an unrealized loss position as of March 31, 2016 was 43, which represented an unrealized loss of $263,572 of the aggregate carrying value of those securities. The 43 securities breakdown as follows:  15 bonds, 19 mortgage and asset backed securities, 5 common stocks, 2 high yield corporate bond fund, 1 preferred stock index fund, and 1 senior loan fund.  The Company determined that no securities were considered to be other-than-temporarily impaired as of March 31, 2016 and December 31, 2015.  The unrealized gains on the remainder of the available for sale portfolio as of March 31, 2016 were $434,674. 

F-13

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 3.               Fair Value Measurements

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

·   Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement rate.

·   Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

·   Level 3 inputs are unobservable for the asset or liability and reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Investments, available for sale:  Investments in securities that are classified as available for sale are recorded at fair value utilizing Level 1 and Level 2 measurements.

The table below presents the amounts of assets measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015:

					2016
	Total		Level 1		Level 2		Level 3
Available for sale: Fixed maturities:
US Treasury securities	$	454,644	$	454,644	$	-	$	-
Corporate bonds		2,924,988		-		2,924,988		-
Municipal bonds		2,402,362		-		2,402,362		-
Mortgage backed and asset backed securities		3,206,164		-		3,206,164		-
Total fixed maturities		8,988,158		454,644		8,533,514		-
Equities:
Equities		3,773,462		3,773,462		-		-
Other equity investments		145,488		145,488		-		-
Total equities		3,918,950		3,918,950		-		-
Total	$	12,907,108	$	4,373,594	$	8,533,514	$	-

					2015
	Total		Level 1		Level 2		Level 3
Available for sale: Fixed maturities:
US Treasury securities	$	426,316	$	426,316	$	-	$	-
Corporate bonds		2,911,553		-		2,911,553		-
Municipal bonds		1,744,137		-		1,744,137		-
Mortgage backed and asset backed securities		3,049,113		-		3,049,113		-
Total fixed maturities		8,131,119		426,316		7,704,803		-
Equities:
Equities		3,430,054		3,430,054		-		-
Other equity investments		174,214		174,214		-		-
Total equities		3,604,268		3,604,268		-		-
Total	$	11,735,387	$	4,030,584	$	7,704,803	$	-

F-14

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 3.               Fair Value Measurements (Continued)

The Company discloses the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial

liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The estimated fair value approximates carrying value for accrued interest. The methodologies for other financial assets and financial liabilities are discussed below:

Cash and cash equivalents:  The carrying amounts approximate fair value because of the short maturity of these instruments.

Policyholder deposits in deposit-type contracts: Policyholder deposits in investment type contracts have fair value estimated based upon the actuarial assumptions of the underlying product.

The estimated fair values of the Company’s financial assets and liabilities at March 31, 2016 and December 31, 2015 are as follows:

	2016				2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial Assets:
Cash and cash equivalents	$	4,419,597	$	4,419,597	$	2,466,526	$	2,466,526
Investments, at fair value		12,907,108		12,907,108		11,735,387		11,735,387
	$	17,326,705	$	17,326,705	$	14,201,913	$	14,201,913
Financial Liabilities:
Policyholder deposits in deposit-type contracts	$	1,955,037	$	1,937,442	$	1,573,988	$	1,406,724
	$	1,955,037	$	1,937,442	$	1,573,988	$	1,406,724

Note 4.                      Income Tax Provision

No income tax expense or (benefit) has been reflected for the quarters ended March 31, 2016 and 2015 due to the lack of taxable net income generated by the Company and the 100% valuation allowance pertaining to the deferred tax asset.  The difference between the reported amount of income tax expense and the amount expected based upon statutory rates is primarily due to the increase in the valuation allowance on deferred taxes.

The net operating loss carryforwards for the Company are $4,296,590 and $3,940,774 as of March 31, 2016 and December 31, 2015, respectively. The components of the deferred tax assets and liabilities due to book and tax differences are the following: fixed asset depreciation, net operating loss carryforward, net unrealized losses on investment securities, policy owner benefit reserves and deferred acquisition costs. The net deferred tax asset is offset 100 percent by the valuation allowance.

Note 5.               Reinsurance

A summary of significant reinsurance amounts affecting the accompanying consolidated financial statements as of March 31, 2016 and December 31, 2015 and for the quarters ended March 31, 2016 and 2015 is listed in the following table.

F-15

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 5. Reinsurance (Continued)

	2016		2015
Balance Sheet
Benefits and claim reserves ceded	$	13,862	$	19,622
Amounts due from ceding company		4,098		1,822
Statements of Comprehensive Loss
Ceded premium		26,973		7,814
Assumed premium		800,730		595,683
Allowances on ceded premium		708		2,109
Allowances paid on assumed premium		90,355		85,140
Assumed benefits		700,850		504,439

The Company currently reinsurers business in excess of its retention with General Re Life Corporation, Reliance Standard Life Insurance Company and Optimum Re Insurance Company.  The Company also currently assumes business under an agreement with Unified Life Insurance Company and with Dakota Capital Life Insurance Company.

Note 6.               Lease Commitments

Total rent expense was $6,750 and $6,750 for the quarters ended March 31, 2016 and 2015, respectively.  The Company amended its lease on August 26, 2015 which extended its termination date until December 31, 2017 with an optional additional year.  The future rent payments required under the lease are $27,000 in 2016, 2017 and the option year 2018.

Note 7.               Warrants

The Company conducted its public stock offering through the sale of units. Each unit was sold for $1,000 and consisted of 200 shares of common stock and a warrant to purchase an additional 200 shares of common stock at $6.00 per share. The warrants were originally scheduled to expire, if not exercised, February 24, 2016. The board of directors of the Company extended the warrant expiration date to April 1, 2016.  As of December 31, 2014 warrant-holders had the right to purchase 2,532,400 shares of common stock.  On February 24, 2015 The Company registered a warrant exercise offering with the Kansas Securities Commissioner.  During 2015, warrant-holders exercised warrants for the purchase of 944,845 shares of common stock.  As of December 31, 2015 warrant-holders had the right to purchase 1,587,555 shares of common stock.  During the first quarter of 2016, warrant-holders exercised their rights to purchase an additional 354,794 shares of common stock.

Management engaged the services of an experienced valuation firm to value the warrants as of February 24, 2013.  The valuation performed valued the warrants to be worth $0.01 per share of common stock and management has allocated this amount from additional paid-in capital to the outstanding warrants.  As the warrants have been exercised, the value allocated to the warrants exercised has been restored to additional paid-in capital.  The value of outstanding warrants was reduced to zero at March 31, 2016.  During the warrant exercise period, we were not aware of any sale of our warrants.

Note 8.               Restricted Funds

As required by Kansas law, US Alliance Life and Security Company maintains a trust account at Capital City Bank which is jointly owned by the Kansas Insurance Department.  The life insurance company is

F-16

US Alliance Corporation

Notes to Consolidated Financial Statements

Note 8.               Restricted Funds (Continued)

required by the State of Kansas to hold $400,000 of asset book value in this account.  The Company placed additional assets into this trust account in 2015 to meet the minimum deposit requirement for the

State of Missouri.  These assets were held in bonds and other invested assets with a statement value of $625,000 and $625,000 as of March 31, 2016 and December 31, 2015, respectively.

Note 9.               Statutory Net Income and Surplus

US Alliance Life and Security Company is required to prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the Kansas Insurance Department. Statutory practices primarily differ from GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions as well as valuing investments and certain assets and accounting for deferred taxes on a different basis. The following table summarizes the statutory net loss and statutory capital and surplus of US Alliance Life and Security Company as of December 31, 2015 and 2014 and for the years ended December 31, 2015 and 2014.

Statutory Capital and Surplus as of

March 31                                    December 31

2016                                              2015

$                 2,733,850                     $                 2,935,205

Statutory Net Loss for the Quarters ended March 31,

2016                                           2015

$                  (175,744)                    $                   (234,352)

The payment of dividends to US Alliance Corporation by US Alliance Life and Security Company is subject to limitations imposed by applicable insurance laws. For example, “extraordinary” dividends may not be paid without permission of the Kansas Insurance Department. An “extraordinary” dividend is defined, in general, as any dividend or distribution of cash or other property whose fair market value, compared with that of other dividends or distributions made within the preceding 12 months, exceeds the greater of (i) 10% of the policyholders’ surplus (total statutory capital stock and surplus) as of December 31 of the preceding year or (ii) the statutory net gain from operations excluding realized gains on investments) of the insurer for the 12 month period ending December 31 of the preceding year.

Note 10.             Subsequent Events

All of the effects of subsequent events that provide additional evidence about conditions that existed at the balance sheet date, including the estimates inherent in the process of preparing the consolidated financial statements, are recognized in the consolidated financial statements. The Company does not recognize subsequent events that provide evidence about conditions that did not exist at the balance sheet date but arose after, but before the consolidated financial statements are issued. In some cases, unrecognized subsequent events are disclosed to keep the consolidated financial statements from being misleading.

The Company has evaluated subsequent events through June 24, 2016, the date on which the consolidated financial statements were issued. Between January 1, 2016 and the date of this report, warrant-holders exercised their right to purchase an additional 255,239 shares of common stock.  The additional shares purchased would be anti-dilutive to 2015 earnings per share.  All unexercised warrants expired on April 1, 2016.

F-17

EX-10.1

EXHIBIT 10.1

LEASE AGREEMENT

OFFICE BUILDING

This Lease Agreement is made the day last signed by and between

US Alliance Corporation, hereinafter referred to as "Tenant" and

Lindemuth Inc., dba Gage Center, hereinafter referred to as "Landlord".

Lease Summary:

Certain lease provisions are presented in this initial portion of this lease agreement (referred to as "Summary" or "Lease Summary") to facilitate convenient reference by the parties hereto, subject to further definition and elaboration in the respective Sections and elsewhere in this Lease, and these provisions are incorporated into the respective Sections.

Notice Address: (Section 23) Tenant: US Alliance Corporation Attn: Jack Brier 4123 SW Gage Center Drive Suite 240 Topeka, KS 66604 Phone: 785-273-5578 Fax: 785-228-1038 Landlord: Lindemuth Inc, dba Gage Center CIO KS Commercial Real Estate Services, Inc. 4125 SW Gage Center Dr., Suite 200 Topeka, KS 66604 Phone: 785-272-2525 Fax: 785-272-2507

Premises (Section 1): Cobblestone, 4123 SW Gage Center Dr., Suite 240, containing approximately 4067 square feet. Permitted Uses (Section 5): Professional Office

Lease Term (Section 2): Three (3) years, Two (2) Months and Twenty (20) days (Lease Term) beginning October 11, 2011 (Commencement Date) and ending December 31St 2014 (Termination Date).

Minimum Rent (Section 4):

Period:	Rent Per Month:
10/11/11 — 12/31/11	$0.00
01/01/12 — 12/31/14	$2,000.0

Security Deposit (Section 25): Tenant shall pay upon lease execution $4,000.00 in cash or its equivalent, of which $2,000.00 shall be applied toward the first rent due and $2,000.00 shall remain on deposit.

Agency Disclosure (Section 33):

Agent:                                      Company:                                                            Relationship:

Ken Schmanke                      KS Commercial Real Estate Services Inc.    Transaction Broker

Additional Lease Terms:

Landlord's Work: Landlord shall, at Landlord's sole expense, perform the following work with said work to begin upon the effective date of this Lease Agreement and complete within 25 days after the effective date of this Lease Agreement, provided that if a written report signals a major issues, then adequate time be allowed to make further repairs which shall be diligently pursued until completed;

1)   Repair Roof Leaks

2)   Replace damages or stained ceiling tiles,

3)   HVAC system; replace filters, clean ceiling air registers, clean ductwork if inspection of the ductwork determines that cleaning is necessary, make repairs, adjustments or additions as necessary to provide sufficient heating and cooling throughout the premises and adequate to accommodate a training room in the SE room of the premises,

4)   Lights: Replace lights bulbs or repair fixtures to provide tenant with all existing lights in proper operating condition. Tenant shall be responsible for light bulbs and fixtures after this initial work is performed by Landlord,

Tenant's Work: Tenant shall, at Tenant's sole expense;

1)   Replace Carpet throughout the Premises,

2)   Paint the interior of the Premises,

3)   Install window blinds,

4)   Be responsible for janitorial service and minor interior maintenance within the premises after occupancy.

Signage: Tenant, at Tenant's sole expense, shall be allowed to install vinyl letter signage on the glass above the first floor entry door.

Exhibits: The following Exhibits are attached to this Lease Agreement.

Rules & Regulations (Exhibit A)

Floor Plan (Exhibit B)

1)PREMISES: Landlord, in consideration of the rent and covenants contained does hereby rent to Tenant and Tenant does hereby rent from Landlord the office space as per the Lease Summary herein referred to as the "Premises" or "Demised Premises".

2)BASE TERM: The original term of this Lease shall be for a period per the Lease Summary provided unless sooner terminated hereby. Said term, and Tenant's obligation to pay rent and other charges herein required to be paid by Tenant, other than the security deposit, shall commence per the Lease Summary. In the event the Commencement Date does not occur on the first day of the month the Tenant shall pay rent for the fractional month (calculated on the basis of a thirty day month) until the first day of the month when the term commences. Thereafter, the minimum rent shall be paid in equal monthly installments in advance on the first day of each month during the term of this Lease. The term of this Lease shall end and terminate per the Lease Summary. In the event of Landlord's inability to deliver possession of leased Premises ready for occupancy at the commencement of the Lease term, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable by Tenant, but in such event, no rental shall be payable by Tenant to Landlord prior to actual delivery to Tenant of possession of leased Premises ready for occupancy by Tenant.

3)PRIOR INSTALLATION: Tenant prior to the commencement of the term shall, with the prior written consent of Landlord, be permitted to install fixtures and equipment on the demised premises. Any work done in a manner as will not interfere with the progress of the work by Landlord of completing Landlord's Work, and Landlord shall have no liability or responsibility for loss of, or any damage to fixtures, equipment or other property of Tenant so installed or placed on the premises.

4)BASE RENT: Tenant shall pay rent to Landlord for the use and occupancy of the leased Premises Base Rent payable in monthly installments as per the Lease Summary in advance, on the first (1st) day of each month during the term hereof. Base rent and all other sums (whether designated additional rent or otherwise) payable to Landlord under this Lease (all hereinafter sometimes called "Rent"), shall be payable at the address per the Lease Summary or at such other place as Landlord may from time to time designate in writing. All rent payable under this Lease shall be paid by Tenant without notice or demand, both of which are expressly waived by Tenant. Rent and other monies due Landlord under this Lease not paid when due shall bear interest at the rate of eighteen percent (18%) annually the same is die until paid. In the event Tenant shall fail to pay rent by the Fifth (5th) of the month in which rent is due, Landlord may charge Tenant a monthly service charge in an amount equal to ten percent (10%) of the amount rent due. Such service charge shall then become due and payable immediately along with the delinquent rent. In the event the commencement date of this Lease does not occur on the 1st day of the month, then the rental for any period less that a full month shall be prorated for that month based upon the number of day in that month.

5)USE: Tenant shall use the leased Premises as per the Lease Summary and for no other purpose without the prior written consent of Landlord. Tenant will not use or occupy the leased Premises for any unlawful purpose and will comply with all present and future laws, ordinances, regulations and orders of the United States of America, the state in which the leased Premises are located, and all other governmental units or agencies having jurisdiction over the leased premises. Tenant agrees to operate its business in the leased Premises during their entire term and to conduct its business in a reputable manner.

6)QUIET ENJOYMENT: No use shall be made of Premises, which is illegal, unlawful, or which will increase the existing rate of insurance or cause cancellation of insurance upon Premises. Tenant shall not commit or allow to be committed any waste upon Premises or any public or private nuisance or other act or thing which disturbs the quiet enjoyment of any other tenant in Premises or inhibits Landlord in leasing other parts of the Premises, nor shall Tenant, without the written consent of the Landlord, use any apparatus, machinery or device in or about the Premises which shall cause any substantial noise or

vibration. If any of Tenants office machines and equipment should disturb the quiet enjoyment of any other Tenant in Premises or inhibit Landlord in leasing the other parts of the Premises, the Tenant shall immediately provide adequate insulation, or take such other action as may be necessary to eliminate the disturbance. Tenant shall immediately provide adequate insulation, or take such other action as may be necessary to eliminate the disturbance. Tenant shall immediately provide adequate insulation, or take such other action as may be necessary to eliminate the disturbance. Tenant shall observe such reasonable rules and covenants as set forth in EXHIBITA or which may be adopted and published from time to time by Landlord for the safety, care and cleanliness of Building, Premises and preservation of good order therein.

7) SERVICES BY LANDLORD: As long as Tenant is not in default under any of the covenants or provisions of this Lease, Landlord shall maintain Premises and the public and common areas of the Building, such as lobbies, stairs, atriums, landscaping, corridors and restrooms, in good order and condition except for damage occasioned by the act of Tenant, its employees, agents or invitees, and Landlord shall also provide the following services during reasonable and usual business hours for the term of this lease as follows:

a)During reasonable and usual business hours, heat and air conditioning, water and electricity for lighting and for operation of normal office machines, excluding certain computer equipment, but not to exceed 6 watts per square foot of leased premises. Landlord reserves the right to charge for electricity used in excess of 6 watts per square foot of leased space at a rate equal to the annual average K.W.H. cost paid by the building. Additional electricity and chilled water necessary for operation of additional cooling equipment will be charged for at a predetermined rate prior to authorization to install the equipment. Additional circuits and additional piping for chilled water costs will be borne by the Tenant.

b)The failure to furnish heat, air conditioning, water, electricity, elevator service, or cleaning resulting from causes beyond the Landlord's control shall not render Landlord liable for damages to persons or property nor work as cause for rent abatement nor cause for nonfulfillment of the provisions.

c)Water for drinking, lavatory and toilet purposes from the regular Building supply through fixtures installed by Landlord (or by Tenant with Landlord's written consent)

d)Janitorial service and supplies for the common area restroom and common hall.

e)Taxes and insurance on the Premises, except as otherwise provided herein.

f)Landlord agrees to maintain the exterior and interior of the Premises to include lawn and shrub care, snow removal, maintenance of the structure roof, mechanical and electrical equipment, architectural finish, and so on, excluding only those items specifically excepted elsewhere in this lease.

Landlord shall make reasonable effort to provide the foregoing services but in any event shall not be liable for damages, nor shall the rental herein reserved be abated for failure to furnish or any delay in furnishing any of the foregoing service when there are disturbances or labor disputes of any character, or by inability to secure electricity, fuel, supplies, machinery, equipment or labor, or by the making of necessary repairs or improvements to Premises nor shall the temporary failure to furnish any of such services be construed as an eviction of Tenant or by making of necessary repairs or improvements to Premises nor shall the temporary failure to furnish any of such labor, or by the making of necessary repairs or improvements to Premises nor shall the temporary failure to furnish any of such services be construed as an eviction of Tenant or relieve Tenant from the duty of observing and performing any of the provisions services be construed as an eviction of Tenant or relieve Tenant from the duty of observing and performing any of the provisions of this lease.

8) Intentionally Omitted

9) REPAIRS AND ALTERATIONS: Tenant agrees that it will take good care of premises, and the same will not be altered or changed without the written consent of the Landlord and Tenant agrees to indemnify and save harmless Landlord from all liens, claims or demands arising out of any work performed, materials furnished, or obligations incurred by or for Tenant upon said Premises during said term in the manner prescribed by Landlord. Tenant hereby waives any right to make repairs at Landlord's expense. Tenant shall not make changes to locks on doors or add, disturb or in any way change any plumbing or wiring without first obtaining written consent of Landlord. All damage or injury done to Premises by Tenant or by any persons who may be in or upon Premises with the consent of Tenant shall be paid for by Tenant and Tenant shall pay for all damage to the Premises caused by Tenant's misuse of Premises or the appurtenances thereto. Tenant shall pay for the replacement of doors of windows of Premises which are marred, cracked or broken by Tenant, its employees, agents, vendors or invitees, and Tenant shall not put any curtains, draperies or other hanging on or beside the windows in or on the outside of Premises without first obtaining Landlord's written consent. Landlord may make any alterations or improvements which Landlord may deem necessary for preservation, safety or improvement of the Premises. At the termination of this lease, all alterations, additions and improvements, except fixtures installed by Tenant and which are removable by Tenant without damage to Premises shall become the property of Landlord. Tenant shall, at the termination of this lease by the

expiration of time, otherwise, surrender and deliver up Premises to Landlord in as good condition as when received by Tenant from Landlord, reasonable use and wear and damage by fire or other casualty accepted.

10) ENTRY AND INSPECTION: Tenant shall permit Landlord and its agents to enter into and upon Premises at any and all reasonable times for the purpose of inspecting the same or for the purpose of cleaning, repairing, altering or improving the Premises and when reasonably necessary, Landlord may close entrance doors, corridors, elevators or other facilities without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or relieving the Tenant from the duty of observing and performing any of the provisions of this lease. Landlord shall have the right to enter Premises for the purpose of showing Premises to prospective tenants during a period of 180 days prior to the expiration of the lease term.

11) PARTIAL DESTRUCTION: In the event of the partial destruction of the building or improvements located on the demised premises by fire or any other casualty in which the cost of the restoration or repair are less than 30% of the building's (within which the demised premises are located) fair market value and in which said restoration or repairs can be completed within 120 days after the occurrence of the partial destruction, Landlord shall diligently restore or repair said buildings and improvements (exclusive of Tenant's improvements hereon described to be made by Tenant). Landlord shall repair or restore improvements (exclusive of Tenant's improvements hereon described to be made by Tenant) to the conditions they were in immediately prior to the date of the partial destruction. A just and proportionate part of the rent and other charges payable by Tenant to the extent that such damage or destruction renders the demised premises untenable shall abate from the date of such damage or destruction until such demised premises are repaired or restored by Landlord. Tenant shall thereafter, or simultaneously therewith, diligently repair any damage to Tenant's improvements, fixtures and property.

12) SUBSTANTIAL DESTRUCTION: If the demised premises shall be so damaged by fire or other casualty of happening in which the cost of the restoration or repair are greater than 30% of the building's (within which the demised premises are located) fair market value or said restoration or repairs cannot be completed within 120 days after the occurrence of the damage, then either party shall have the option to terminate this Lease by giving the other party written notice within 30 days after such substantial destruction, and any unearned rent shall be apportioned and returned to Tenant. If either party does not elect to cancel this Lease as aforesaid, then the same shall remain in full force and affect, and Landlord shall proceed with all reasonable diligence to repair and replace the demised premises to the condition they were in prior to the date of such destruction (exclusive of Tenant's improvements herein described to be made by Tenant), and during the time demised premises are so destroyed and untenability, the rent and other charges shall be abated in proportion to the extent and duration of untenability.

13) DEFAULTS: Upon the occurrence of any one or more of the following events, Landlord may terminate this lease by giving Tenant notice in writing of its election to do so and, if such notice is given this lease shall expire ten (10) days after the request or notification.

(i)   If Tenant files a voluntary petition in bankruptcy, or for reorganization under the bankruptcy laws, or is adjudged a bankrupt by a court of competent jurisdiction;

(ii)   If Tenant makes an assignment for the benefit of creditors;

(iii)   If a receiver is appointed by a court of competent jurisdiction for Tenant's business;

(iv)   If Tenant abandons Premises.

Tenant shall be liable for rent as detailed in the following paragraph in the event of the termination of the lease by Landlord.

14) DEFAULT AND RE-ENTRY: Except for a default under the preceding paragraph, for which right of termination is given to Landlord, if Tenant fails to pay any installment of rent within ten (10) days after written notice, whether or not legally demanded, or to perform any other covenant under this lease within thirty (30) days after written notice, whether or not legally demanded, or to perform any other covenant under this lease within thirty (30) days after written notice from Landlord stating the nature of the default or if the nature of such default other than for nonpayment of rent is such that the same cannot be reasonably cured within such thirty (30) day period and Tenant has not within such period commenced such cure and thereafter diligently prosecuted the same to completion, then Landlord may cancel this lease and re-enter and take possession of the Premises using all necessary force to do so. Notwithstanding such retaking of possession by Landlord, Tenant's liability for the rent provided herein shall not be extinguished for the balance of the term of this lease. Upon such re-entry Landlord may elect (i) to terminate this lease, in which event Tenant shall immediately pay to Landlord a sum equal to any and all rent payments that are then due and which will become due under this lease for the balance of the term of (ii) without terminating this lease, to relet all or any part of the Premises as the agent of and for the account of Tenant upon such terms and conditions as Landlord may deem advisable, in which event the rents received on such reletting shall be applied

first to the expenses of reletting and collection, including necessary renovation and alteration of the Premises, reasonable attorney's fees and real estate commission paid, and thereafter to make payment of all sums due or to become due Landlord hereunder, and if a sufficient sum shall not be thus realized to pay such sum and other charges, Tenant shall pay Landlord any deficiency monthly, and Landlord may bring and action therefore as such monthly deficiency shall arise.

In the event of any such retaking of possession of Premises by Landlord as herein provided, Tenant, if requested by Landlord, shall remove all personal property located therein and, upon failure to do so on demand, the Landlord may re-enter the premises by force, summary proceedings or otherwise, and remove all persons and their effects therefrom without being liable to prosecution therefore and may hold the Premises as if the lease had not been made.

15)LIABILITY OF LANDLORD: The Landlord shall not in any event be responsible for loss of property from or for damage to person or property occurring in or about the leased Premises, however caused, not the intentional and willful act of the Landlord, and particularly not for any damage from steam, gas, electricity, water, plumbing, rain, snow, leakage, breakage or overflow, whether originating in the leased Premises, premises of other tenants or any part of the building whatsoever.

Tenant shall defend and indemnify Landlord and save it harmless from and against any and all liability, damages, costs or expenses, including attorney fees, arising from any accident, injury or damage, howsoever and by whomsoever caused, to any person or property, occurring in or about leased Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee, or visitor of Landlord. Whether the loss or damage is due to the negligence of either of said parties, their agents or employees, or any other cause, Landlord and Tenant do each herewith and hereby release and relieve the other from responsibility for, and waive their entire claim of recovery for (i) any loss or damage to the real or personal property of either located anywhere in leased Premises an including, without limitations, any structures therein, arising out of or incident to the occurrence of any of the perils which may be covered by the fire and lightening insurance policy, with extended coverage endorsement, in common use of the State of Kansas, if (ii) loss resulting from business interruption at Premises or loss of rental income from Premises arising out of or incident to the occurrence of any of the perils which may be covered by the fire and lightning insurance policy, with coverage endorsement, in common use in the locality, to the extent that such risks under (i) and (ii) are in fact covered by insurance. Each party shall cause its insurance carrier to consent to such waiver all rights of subrogation against the other party.

16)INSURANCE: Tenant agrees to procure and maintain, at Tenant's sole cost and expense, a policy of Comprehensive Liability and Property Damage Insurance under which the Landlord and Tenant are named as insured and under which the Insurer agrees to indemnify Landlord to hold it harmless from and against all costs, demands, causes of action, suits or judgments including expenses and/or liability arising out of or incurred in connection therewith, for death or injuries to persons or for loss of or damage to property arising out of or in connection with the use and occupancy of the demised premises by Tenant, its agents, employees or invitees. Each such policy shall be in standard form generally in use in the State of Kansas with insurance companies having a "Best" rating of A+ Class X and authorized to do business in said state. Each such policy and each renewal thereof shall be non-cancelable with respect to Landlord except upon thirty (30) days written notice to Landlord and a Certificate of Insurance thereof shall be delivered to Landlord. The minimum limits of such insurance shall be at least $500,000 per person and $1,000,000 per accident for injuries or damages to persons, and not less than $500,000 damage or destruction of property

17)SURRENDER OF POSSESSION: Upon expiration of the term of this lease, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender Premises to Landlord. In the event Tenant remains in possession of the herein leased Premises after the expiration of the tenancy created hereunder, and without the execution of a new lease, it shall be deemed to be occupying said Premises as a tenant from month-to-month, at twice the fixed monthly base rent at the time of termination of the lease, subject to all other conditions, provisions and obligations of this lease insofar as the same are applicable to a month-to-month tenancy.

18)COSTS AND ATTORNEY'S FEES: If Tenant or Landlord shall bring any action for any relief against the other, declaratory or otherwise, arising out of this lease, including any suit by Landlord for the recovery of rent or possession of Premises the losing party shall pay the successful party a reasonable sum for attorney's fees shall be deemed to have accrued on the commencement of such action.

19)NON-WAIVER: Waiver by Landlord of any breach of any term, covenant or condition herein contained or attached hereto as an Exhibit shall not be deemed to be a waiver of such term, covenant, or condition, or of any subsequent breach of the same or any other term, covenant for condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant, or condition of this lease, other than the failure of Tenant to pay the particular rental so accepted regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent.

                                 .

20)ASSIGNMENT AND SUBLETTING: Tenant shall not assign, transfer or encumber this Lease, or any interest therein, or sublet the Leased Premises or any part thereof, or allow any other occupant to come in with or under Tenant, without first obtaining the prior written consent of Landlord. If Tenant is a corporation, then any transfer of this lease by merger, consolidation or liquidation or any changes in the ownership of, or power to vote the majority of its outstanding voting stock, shall constitute an assignment for purposes of this article, Consent to any such assignment or subletting shall not operate as a waiver of the necessity for a consent to any subsequent assignment of subletting, and the terms of such consent shall be binding upon any person holding by, under or through Tenant.

If Tenant shall request Landlord's consent to an assignment of this Lease or to a subletting of the whole or any part of the Leased Premises, Tenant shall submit to Landlord with such request the name of the proposed assignee or subtenant, such information concerning its business, financial responsibility and standing as Landlord may reasonably require, and the consideration to be paid for and the effective date of the proposed assignment of subletting. Upon receipt of such request and all such information, Landlord shall have the right, exercisable by notice in writing within fourteen (14) days thereafter, (i) to cancel and terminate this Lease if the request is for an assignment or a subletting or a subletting of all the Leased Premises, or (ii) if such request is to sublet a portion of the Leased Premises only, to cancel and terminate this Lease with respect to such portion. If Landlord exercises its rights hereunder, the effective date of the proposed assignment or subletting nor later than ninety (90) days thereafter.

Further, Tenant shall continue to pay the rent specified in Section (4) hereof to Landlord until the effective date of cancellation, on which date it will surrender possession of the Leased Premises or the position thereof subject to the right of cancellation. If this Lease shall be canceled as to a portion of the Leased Premises only, the rent specified in said Section (4) shall be abated proportionately.

If Tenant shall request Landlord's consent to an assignment or subletting of the Lease, and Landlord shall consent thereto, an amount equal to any consideration paid Tenant by the assignee or subtenant shall be payable by Tenant to Landlord. If Tenant requests Landlord's consent to a subletting of the Leased Premises or any part thereof and Landlord shall consent thereto, the monthly base rent to be paid Landlord by Tenant for the premises sublet shall be the greater of the monthly base rent payable under Section (4) hereof or that monthly rental paid Tenant by its subtenant for such premises.

If Tenant wishes to assign or sublet the Leased Premises, or any portion thereof, and wishes to use a real estate broker to secure an assignee or subtenant, Tenant agrees to use the real estate broker then representing Landlord in as Tenant's exclusive agent for such purposes, and to continue to use such broker so long as it is diligently seeking an assignee or subtenant.

Tenant shall not permit the Lease or the leasehold estate created hereby to become vested in or owned by any person, firm or corporation by operation of law and otherwise. Any assignment or attempted assignment or any sublease or attempted sublease of this Lease without the prior written consent of Landlord shall constitute a breach hereof, and Landlord may, at its option, at any time thereafter, declare Tenant to be in default.

All of the covenants, agreements, terms and conditions contained in this Lease, shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors and administrators, successors and assigns.

21)PRIORITY: Tenant agrees that his lease shall be junior and subordinate to any and all ground lease which may now or hereafter be made with respect to the Premises and to any and all renewals, replacements and extensions thereof. Tenant further agrees that this lease shall be junior and subordinate to any and all first mortgages and deeds of trust which may now or hereafter be made with respect to the Premises, including any interest thereon and all renewals, replacements and extensions such first mortgagee or ground Landlord or both may require in order to evidence the priority over such lease of the mortgage or deed of trust. In addition, Tenant hereby agrees to execute any estoppel certificates that may from time to time be required by such ground Landlord or mortgagee or both. In the event a sale under the power of sale granted by any mortgage or deed or trust covering the Premises, or the foreclosure by suit or any such mortgage or deed of trust or the surrender, expiration, cancellation or other termination of the ground lease results in the termination by operation of law or otherwise of Tenant's interest under this lease, then upon the request of the successor in interest to Landlord's interest in the leased Premises, Tenant covenants and agrees to execute an instrument in writing satisfactory to such successor in interest whereby Tenant attorn to such successor in interest.

22)CONDEMNATION: If any part of the demised Premises be condemned for a public or quasi-public use by right of eminent domain, with or without litigation, or transferred by agreement in connection with such public or quasi-public use, this lease, as to the part so taken shall terminate as of the date title shall vest in the condemnor, and the rent payable hereunder shall be adjusted so that Tenant shall be required to pay for the remainder of the term only such portion of such rent as the value of the part remaining after condemnation bears to the value of the entire Premises at the date of condemnation; but in either such event Landlord shall have the option to terminate this lease as of the date when title to the part so condemned shall belong and be paid to Landlord. However, nothing herein shall be deemed to give Landlord any interest in or to require

Tenant to assign to Landlord any award made to Tenant for the taking of personal property or fixtures belonging to Tenant, for the interruption of or damage to Tenant's business or for Tenant's moving expenses.

23)NOTICES: All notices under this lease shall be in writing and delivered in person or sent by registered or certified mail, postage paid by Landlord and to Tenant as per the Lease Summary at or to such other new address as either party shall designate by written notice sent by registered or certified mail, postage paid to the other party.

24)CONSTRUCTION: The titles to paragraphs and/or section of this lease are not a part of this lease and shall have no effect upon the construction or interpretation of any part thereof. This lease shall be construed and governed by the law of the State of Kansas and if any provision or provisions of this lease shall be unlawful then such provision or provisions shall be null and void, but the remainder of the lease shall remain in full force and effect and binding on both the Landlord and the Tenant.

25)SECURITY DEPOSIT: Concurrently with its execution of this lease. Tenant shall deliver to Landlord a sum equal to the monthly amount per the Lease Summary, as security for the performance by Tenant of every covenant and condition of this lease. Said deposit may be commingled with other funds of Landlord and shall bear no interest. If Tenant shall default with respect to any covenant or condition of this lease, including but not limited to the payment of rent, Landlord may apply the whole or any part of such security deposit to the payment of any sum in default or any other sum which Landlord may be required to spend by reason of Tenant's default. Should Tenant comply with all of the covenants and conditions of this lease, the security deposit or any balance thereof shall be returned to Tenant at the expiration of the term thereof. In the event of foreclosure or deed in lieu of foreclosure, the holder of the first mortgage shall not be liable to the Tenant, its successors or assigns, for any security deposit required by Landlord.

26)FORCE MAJEURE: Landlord shall be excused from performing any obligation or undertaking provided in this lease in the event and/or so long as the performance of any such obligation is prevented or delayed, retarded or hindered by Act of God, fire, earthquake, floods, explosion, actions of the elements, war, invasion, insurrection, riot, mob violence, sabotage, inability to procure equipment, facilities, materials or supplies in the open market, failure of power, failure of transportation, strikes, lockouts, action of labor unions, condemnation, requisition, laws, orders of government or civil or military authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of Landlord.

27)TRANSFER OF LANDLORD'S INTEREST: The term "Landlord" as used in this lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the Owners at the time in question of the Landlord's interest to the Premises, and in the event of transfer of said Landlord's interest, then the party conveying said Landlord's interest shall be automatically relieved after the date of such transfer, of all personal liability as respects the performance of any obligations on the part of Landlord contained in this lease arising out of acts thereafter occurring or covenants thereafter to be performed, it being intended hereby that all the obligations contained in this lease on the part of the Landlord shall be binding upon Landlord.

28)REVISIONS, ADDENDUMS, AND RELEASES: Any revisions, addendums, or releases must be in writing and executed by both parties, thereby becoming a part of this Lease in order to be binding.

29)ESTOPPEL CERTIFICATES: Tenant agrees, at any time and from time to time, upon not less than ten (10) days prior written notice by Landlord to execute, acknowledge, and deliver to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), (ii) stating the dates to which the rent and other charges hereunder have been paid by Tenant (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement, or condition contained in this Lease, and if so, specifying any such default of which Tenant should be sent pursuant to Section (23) of this Lease. Any such statement delivered pursuant hereto may be relied upon by any owner of the building and/or the leased Premises, any prospective purchaser of the building and/or leased Premises, any mortgagee or prospective mortgagee of the building and/or leased Premises or of Landlord's interest hereunder, any prospective assignee of any such mortgage or any purchaser or Landlord, actual or prospective, of the underlying land upon which the building and leased Premises are located.

30)ATTORNMENT: Tenant agrees that in the event of a sale, transfer or assignment of the landlord's interest in the building or any part thereof, including the leased Premises, or in the event that any proceedings are brought for the foreclosure of or for the exercise of any posting for sale under any mortgage or Deed of Trust made by Landlord covering the building or any part thereof, including the leased Premises, or in the event of a cancellation or termination of any ground or underlying lease covering the building or any part thereof, including the leased Premises, to attorn to and to recognize such transferee, purchaser, ground or underlying Landlord or mortgagee as landlord under this Lease.

31)NO PARTNERSHIP: Nothing contained in this Lease shall be deemed or construed to create a partnership or a joint venture of or between Landlord and Tenant, or to create any other relationship between the parties hereto other than that of Landlord and Tenant.

32)   NO REPRESENTATIONS BY LANDLORD: Neither Landlord nor any agent or employee of Landlord has made any representations or promises with respect to the leased Premises or building except as herein expressly set forth, and no rights, privileges, easements or licenses are required by Tenant as except as herein expressly set forth. The Tenant, by taking possession of the leased Premises, shall accept the same "as is" unless otherwise specified in this Lease, in such taking of possession shall be conclusive evidence that the leased Premises in the building are in good and satisfactory condition at the time of such taking of possession.

33)   DISCLOSURE: THE FOLLOWING DISCLOSURE IS MADE IN COMPLIANCE WITH KANSAS REAL STATE LAWS AND RULES AND REGULATIONS. The following real estate brokerage relationships are available in Kansas. The brokerage relationships offered by KS Commercial Real Estate Services, Inc. are Transaction Broker and Seller/Landlord Agency in limited situations such as properties managed By KS Commercial Real Estate Services, Inc. KS Commercial Real Estate Services, Inc. and any cooperating broker have disclosed to both Landlord and Tenant their brokerage relationship per the Lease Summary. The Landlord and Tenant acknowledge that this disclosure was previously given to them.

a)   Seller/Landlord Agency Only. (Buyer/Tenant not represented) Listing Broker and Listing/Selling Agent are acting as agent for Seller/Landlord only ("Seller's Agent") and not as agent for Buyer/Tenant. Buyer/Tenant is not represented.

b)   Buyer/Tenant Agency Only. (Seller/Landlord not represented) Selling Broker and Selling Agent are acting as agents for Buyer/Tenant only ("Buyer's Agents") and not as agent for Seller/Landlord. Seller/Landlord is not represented.

c)   Separate Single Agency. (Seller/Landlord and Buyer/Tenant each have separate agents) Listing Broker and Listing Agent are acting as agent for Seller/Landlord only ("Seller's Agents") and not as agent for Buyer/Tenant. Selling Broker and Selling Agent are acting as agent for Buyer/Tenant only ("Buyer's Agents") and not as agent for Seller/Landlord.

d)   Seller/Landlord Sub-Agency. (Buyer/Tenant not represented) Listing Broker and Listing Agent are acting as agent for Seller/Landlord only ("Seller's Agents") and not as agent for Buyer/Tenant. Selling Broker and Selling Agent are acting as agent for Seller/Landlord only ("Seller's Sub-Agents") in cooperating with Listing Broker and Listing Agent and not as agent for Buyer/Tenant. Buyer is not represented.

e)   Designated Agency. Listing Agent is acting as agent for Seller/Landlord only ("Seller's Agent") and not as agent for Buyer/Tenant. Selling Agent has been designated by Broker to act as legal agent for Buyer/Tenant only ("Designated Agent") and not as agent for Seller/Landlord. Broker is acting in a limited capacity.

f)   Transaction Broker. Broker and his/her affiliated licensees assist one more parties without being an agent for advocate for the interests of any party to the transaction. A broker, acting as a Transaction Broker, is not an agent for either Landlord or Tenant and does not advocate the interests of either party, but is responsible for assisting both parties in closing the transaction. A Transaction Broker has the following rights and obligations:

A) MATTERS THAT CAN BE DISCLOSED. Except as provided in B below, licensees acting as a Transaction Broker regarding the lease of commercial property may disclose the following information unless prohibited by the parties:

(1)That a Tenant is willing to pay more than the lease rate offered for the property;

(2)That a Landlord is willing to accept less than the lease rate for the property;

(3)What motivating factors are for any party leasing the property; or

(4)That a Landlord or Tenant will agree to financing terms other than those offered.

B) MATTERS THAT CANNOT BE DISCLOSED. Licensees acting as a transaction Broker shall not disclose any information or personal confidences about a party to the transaction which might place the other party at an advantage over the party unless the disclosure is required by law or failure to disclose such information would constitute fraudulent misrepresentation.

C) NO DUTY TO INVESTIGATE. Licensees acting as a Transaction Broker have no duty to conduct an independent inspection of the property for the benefit of any party to the transaction; to independently verify the accuracy or completeness of statements made by the Landlord, Tenant or qualified third party inspectors; to conduct an independent investigation of the Tenant's financial condition; or to verify the accuracy or completeness of any statement made by the either party.

D) DUTY TO DISCLOSE MATERIAL FACTS. Licensees acting as a Transaction Broker have the same duty to disclose material facts as a seller's, Landlord's or Tenant's agent.

34)SEVERABILITY OF PROVISIONS: If any clause or provision of this Lease shall be determined to be illegal, invalid, or unenforceable under the present or future laws effective during the term hereof, then and in that event it is agreed by the parties hereto that the remainder of this Lease shall not be effected thereby and it is also agreed that in place of any such clause or provision there be added as a part of this Lease a clause or provision and similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable.

35)BENEFITS AND BURDENS: The provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective representatives, permitted successors and permitted assigns. Landlord shall have the right, at any time and from time to time, to freely and fully assign any or any part of its interest under this Lease, for any purposes whatsoever. Neither Landlord nor any owner of any interest in Landlord, whether disclosed or undisclosed, shall be under any personal liability with respect to any of the provisions of this Lease. If Landlord is in breach or default with Landlord's obligations under or in connection with this Lease or otherwise, Tenant shall look solely to the equity of the Landlord in the leased Premises for the satisfaction of the Tenant's remedies.

36)MODIFICATIONS TO LEASE: Any Lease modification, by either Landlord or Tenant, including, but not limited to, changes, revisions, deletions or amendments must be in writing and executed by both the Landlord and Tenant.

SIGNATURE

This Lease Agreement and the Exhibits, Addendums, or other attachments as per the Lease Summary, constitutes the entire agreement between the parties, and no modification of this Lease shall be binding upon the parties unless evidenced by an agreement in writing signed by the Landlord and the Tenant after the date hereof. If there is more than one Tenant named herein, the provisions of this Lease shall be applicable to and binding upon such Tenants, jointly and severally. This Lease Agreement is entered into and effective on the date last signed. THIS CONTRACT IS A LEGALLY BINDING DOCUMENT. IF NOT UNDERSTOOD SEEK THE ADVICE OF ANY ATTORNEY.

LANDLORD:

Lindemuth, Inc.

/s/ Kent Lindemuth Date: October 12, 2011

By:  Kent Lindemuth, President

TENANT:

US Alliance Corporation

/s/ Jack H. Brier Date: October 12, 2011

By:  Jack H. Brier, President

EXHIBIT A

RULES AND REGULATIONS

1.Tenant shall not inscribe any inscription or post, place, or in any manor display any sign, notice, picture, placard or poster, or any advertising matter whatsoever, anywhere in or about Premises at places visible (either directly as an outline or shadow on a glass pane) from anywhere outside of the Premises or from public and common areas within Premises without first obtaining Landlord's written consent thereto and Landlord shall specify the color, size, style and material to be used. No showcase shall be placed in front of or in the lobbies or corridors of the Premises and Landlord reserves the right to remove all showcases so placed and all signs other than those above provided for, without notice and at the expense of the Tenant responsible.

2.All exterior and interior signs on corridor doors must be installed by Landlord or someone designated by it and the actual cost thereof shall be paid by the Tenant and all such signs are so placed at the risk of the Tenant.

3.If a Tenant desires telegraphic or telephonic connections, the Landlord will direct the electricians as to where the wires are to be introduced and without such direction no boring or cutting of wires shall be permitted.

4.The Landlord retains the power to prescribe the weight and proper position of safes and mechanical equipment. All safes, furniture, boxes and bulky articles and packages shall be moved into or out of said building or from one part of the building to another under supervision of Landlord and at such times and according to such regulations as may be designated from time to time by Landlord and at the entrance designated by the Landlord and each tenant shall be responsible for all damage to the walls, floors or other parts of the building caused by or connected with any moving or delivery into or removal from the building of any safe, furniture, boxes or bulky articles while in the building at Tenant's insistence but no moving out shall occur without the written consent of the Landlord in each instance. The premises shall not be overloaded. No engine or boiler or other machinery shall be put upon the premises by any Tenant.

5.No Tenant shall do or permit anything to be done in said Premises which will be dangerous to life, or limb, or which will tend to create a nuisance or injure the reputation of the building or use anything except that which is provided by or approved by Landlord in lighting or heating said Premises; or bring into the premises or keep therein any heating or lighting apparatus other than that provided by Landlord; or install any air conditioning or air cooling apparatus without the written consent of Landlord; or in any way injure or annoy other Tenants, or conflict with the laws relating to fire safety, or with the regulations of the Fire Department, or with any insurance policy upon said building or any part hereof, or conflict with any of the laws, rules or regulations of any government agency or municipality having jurisdiction, or use the premises for an illegal or immoral purpose, and no beer, wine or intoxicating liquor shall be sold in said building without the written consent of the Landlord in each instance.

6.The sidewalk, passages, lobbies, corridors, elevators and stairways shall not be obstructed by Tenant, or used except for ingress and egress from and to offices or store room.

7.The doors, skylights, windows and transoms that reflect or admit light into passageways or into any place in said building shall not be covered or obstructed by Tenant. The water closets and other apparatus shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. Any damage resulting to them from misuse shall be borne by Tenant who shall cause it.

8.Tenant and its employees and guests are not to injure or deface the building nor the woodwork, nor the walls of the premises, nor to carry on upon the premises any noisome, noxious, noisy or offensive business nor conduct any auction therein; nor interfere in any way with the other Tenants or those having business with them.

9.No room or rooms shall be occupied or used as sleeping or lodging apartments.

10.Tenant shall, when leaving premises at close of business, or unoccupied at any time, lock doors and for any default or carelessness in this respect shall make good all injury sustained by other Tenants and by the Landlord or by either of them, for damages resulting from such default or carelessness.

11.No animal or bird shall be allowed in any part of the building without the consent of the Landlord.

12.Any person or persons, other than the janitor or janitress of Landlord, who shall be employed for the purpose of cleaning premises shall be employed at Tenant's cost and Landlord shall in no way be responsible for any loss of property on

or from the premises, however occurring, or any damage done to the furniture by the janitor or janitress furnished by the Tenant or anyone under him. Tenant will report any lack of attention in the service of the building to the Landlord.

13.No Tenant shall accumulate or store in the premises covered by this lease any waste paper, discarded records, paper files, sweepings, rags, rubbish or other combustible matter and Tenant shall surrender such matter to Landlord without compensation to be handled and disposed by Landlord. Nothing shall be thrown by Tenant, their employees or guests, out of the windows or doors or down the passages or skylights or over balcony rails of the building.

14.The Landlord reserves the right to exclude from the building all drunken persons, idlers and diseased persons, peddlers, solicitors and generally persons of a character or conduct to create disturbance and persons entering in crowds or in such unusual numbers as to cause inconvenience to the tenants of the building.

15.Tenant shall be bound by the covenants, if any, binding upon the property upon which the building is situated.

16.Tenant and Tenant's agents, guests, employees, and contractors shall park in designated tenant and visitor parking areas only and shall adhere to parking rules and regulations as stipulated from time to time by Landlord. Any and all fines incurred as a result of illegal parking are the responsibility of Tenant or Tenant's agents, employees or invitees and in no way may be deducted from rental payments. Landlord is not responsible for damage or loss of vehicle or vehicle's contents while located in Landlord's parking facilities.

17.No parking will be permitted on drives or public dedicated streets in the office complex or in other than designated tenant and visitor parking areas.

18.Tenant shall obtain Landlord's permission at least twenty-four (24) hours prior to moving furnishings and/or equipment through hallways and on elevators.

19.Landlord reserves the right to change these rules and to make such other and further reasonable rules and regulations either as it affects one or all tenants as in its judgment may from time to time be needed for the safety, care and cleanliness of the premises, for the preservation of good order therein or for any other cause and when such changes are made or modified the new rules shall be deemed a part hereof, with the same effect as if written herein, when a copy shall have been delivered to the Tenant or left with some person in charge of the demised premises.

Intentionally blank

Exhibit B — Floor Plan

4120 SW Gage Center Drive

Cobblestone Building

Suite 240

FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT

THIS FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT is made this3rdday of August, 2014 by and between LINDEMUTH INC. DBA GAGE CENTER (hereinafter referred to as LANDLORD ) and US ALLIANCE CORPORATION (hereinafter referred to as TENANT").

WITNESSETH:

WHEREAS, LANDLORD and TENANT executed and entered into a Lease which commenced on October 11, 2011, for property located at 4123 SW Gage Center Dr. Suite 240 —Topeka. Kansas 66604 as the same has subsequently been renewed (hereinafter collectively referred to as "Lease") for those Premises consisting of approximately 4.067 +/- square feet located at 4123 Slit Gage Center Dr. Suite 240 - Topeka, Kansas 66604 (“Premises”).

WHEREAS, LANDLORD and TENANT desire to extend the term and amend the Lease as hereinafter set forth:

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the sufficiency of which is hereby acknowledged, LANDLORD and TENANT hereby agree that the term of the Lease is amended as follows:

1)           LEASE TERM: Tenant hereby desires to extend its lease term for three (3) years starting 01/01/15 through 12/31/17 at a monthly base rent of $2,250.00.

2)           OPTION TO RENEW: Tenant shall have the option to extend the lease term for one (1) year starting 01/01/18 through 12/31/18 at a monthly base rent of $2,250.00.

"All other terms and conditions of the original Lease which commenced on October 11th, 2011 shall remain unchanged and in full force and effect".

IN WITNESS WHEREOF, the parties have executed this instrument the day and year first above written.

LANDLORD:

Lindemuth, Inc.

/s/ Shannon Lindemuth Date: August 27, 2014

By:  Kent Lindemuth, President

TENANT:

US Alliance Corporation

/s/ Jack H. Brier Date: August 26, 2014

By:  Jack H. Brier, President

EX-10.2

EXHIBIT 10.2

Gen Re

Automatic Yearly Renewable Term

Reinsurance Agreement

between

US Alliance Life & Security Company

Topeka, Kansas

(hereinafter referred to as the "Company")

and

General Re Life Corporation

Stamford, Connecticut

(hereinafter referred to as the "Reinsurer")

Effective July 1, 2014

Agreement # U169-100-000

U169-100-000

TABLE OF CONTENTS

Article 1                     PREAMBLE ................................................................................................................................................................................4

1.1 Parties to this Agreement

1.2 Compliance

1.3 Governing Law

1.4 Entire Agreement

1.5 Severability

1.6 Office of Foreign Assets Control

Article 2                     AUTOMATIC REINSURANCE ...............................................................................................................................................6

2.1 General Conditions

2.2 Coverages

Article 3                     FACULTATIVE REINSURANCE ............................................................................................................................................7

3.1 Procedure

3.2 Continuing Notice Obligation

Article 4                     LIABILITY ...................................................................................................................................................................................8

4.1 Automatic Reinsurance

4.2 Facultative Reinsurance

4.3 Conditional Receipt

4.4 Retained Amounts

Article 5                     REINSURANCE BENEFIT AMOUNTS ..................................................................................................................................9

5.1 Life

5.2 Disability Waiver of Premium

5.3 Accidental Death Benefit

Article 6                     REDUCTIONS, TERMINATIONS AND CHANGES .........................................................................................................10

6.1 General Conditions

6.2 Reductions and Terminations

6.3 Non-Contractual Increases

6.4 Risk Classification Changes

6.5 Non-Forfeiture Benefits

6.6 Reinstatement

Article 7                     CONVERSIONS, EXCHANGES AND REPLACEMENTS ..............................................................................................12

Article 8                     PREMIUM ACCOUNTING ....................................................................................................................................................13

8.1 Payment of Premiums

8.2 Delayed Payment

8.3 Failure to Pay Premiums

8.4 Premium Rate Guarantee

8.5 Administration

8.6 Foreign Account Tax Compliance Act

U169-100-000

Article 9                     CLAIMS ..................................................................................................................................................................................14

9.1 Coverage

9.2 Notice

9.3 Liability

9.4 Proof of Loss

9.5 Settlement

9.6 Contested Claims

9.7 Extra Contractual Damages

9.8 Misstatement

9.9 Misrepresentation or Suicide

9.10 Change in Policy or Process

Article 10                  RETENTION LIMIT CHANGES .........................................................................................................................................18

Article 11                  RECAPTURE ..........................................................................................................................................................................19

Article 12       GENERAL PROVISIONS ....................................................................................................................................................20

12.1 Currency

12.2 Premium Tax

12.3 Inspection of Records

12.4 Errors and Omissions

12.5 Offset

12.6 Company Data

12.7 Coverage

Article 13                  FORMS, MANUALS AND ISSUE RULES ........................................................................................................................22

Article 14                  WARRANTIES AND REPRESENTATIONS ...................................................................................................................23

Article 15                  DAC TAX ................................................................................................................................................................................24

Article 16                  INSOLVENCY ........................................................................................................................................................................25

16.1 Definition of Insolvency

16.2 Insolvency of the Company

16.3 Insolvency of the Reinsurer

Article 17                  ARBITRATION .....................................................................................................................................................................26

Article 18                  CONFIDENTIALITY .............................................................................................................................................................28

Article 19      DURATION OF AGREEMENT.............................................................................................................................................29

Article 20                  EXECUTION ...........................................................................................................................................................................30

Exhibit A                    PLANS, RETENTION AND BINDING LIMITS ...............................................................................................................31

Exhibit B                    REINSURANCE PREMIUMS ..............................................................................................................................................32

Exhibit C                    REPORTING METHOD .......................................................................................................................................................34

U169-100-000

Article 1

PREAMBLE

1.1 Parties to this Agreement

This is an agreement for indemnity reinsurance (the "Agreement") solely between US Alliance Life and Security Company, of Kansas (the "Company") and General Re Life Corporation, of Connecticut (the "Reinsurer"). The Company and the Reinsurer may be referred to individually as a "Party" or collectively as the "Parties". The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party.

The acceptance of risks under this Agreement shall create no right or legal relation whatsoever between the Reinsurer and the insured, owner, or beneficiary of any insurance policy or other contract of the Company.

1.2 Compliance

This Agreement applies only to the issuance of insurance by the Company in a jurisdiction in which it is properly licensed. The Company represents that to the best of its knowledge, it is in compliance with all state and federal laws applicable to the business reinsured under this Agreement. In the event that the Company is found to be in non-compliance with any law material to this Agreement, the Agreement shall remain in effect and the Company shall indemnify the Reinsurer for any direct loss the Reinsurer suffers as a result of non-compliance, and shall seek to remedy the non-compliance.

1.3 Governing Law

This Agreement shall be construed in accordance with the laws of the State of Connecticut.

1.4 Entire Agreement

This Agreement shall constitute the entire agreement between the Parties with respect to the business reinsured hereunder. There shall be no understanding between the Parties other than that expressed in this Agreement. Any change or modification to this Agreement shall be null and void unless made by written amendment to this Agreement and signed by both Parties.

1.5 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not impair or affect the validity or the enforceability of the remaining provisions of this Agreement.

1.6 Office of Foreign Assets Control

The Company represents that, to the best of its knowledge, it is, and shall use best efforts to continue to be, in compliance with all laws, regulations, judicial and administrative orders (collectively "laws") applicable to the reinsured policies under this Agreement, including but not limited to, sanctions or laws administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), as such laws may be amended from time to time. Neither the Company nor the Reinsurer shall be required to take any action under this Agreement that would result in it being in violation of said laws, including, but not limited to, making any payments in violation of the law. Should either Party discover a reinsurance payment has been made in violation of the law, it shall notify the other Party and the Parties shall cooperate in

4

order to take all necessary corrective actions including, but not limited to, the return of the payment to the Reinsurer, unless prohibited by law.

5

U169-100-000

Article 2

AUTOMATIC REINSURANCE

2.1 General Conditions

On or after 12:01 A.M. Eastern Standard Time on the Effective Date of this Agreement, reinsurance under this Agreement shall be in force and binding on the Reinsurer provided that the issuance of such insurance by the Company constitutes the transaction of business in a jurisdiction in which the Company is properly licensed, the insurance is issued on the lives of residents of the United States or Canada, and the reinsurance premiums continue to be paid in accordance with this Agreement.

2.2 Coverages

Life insurance and benefits under associated riders are the coverages reinsured automatically

under this Agreement, up to the limits shown in Exhibit A.

When the Company retains its maximum limit of retention with respect to a life, as shown in Exhibit A, the Company shall cede and the Reinsurer shall automatically accept as reinsurance under the terms and conditions of this Agreement, liability on individual life insurance on such life, together with all reinsured supplemental coverages, provided that the policies are issued directly by the Company on those plans of insurance shown in Exhibit A and fully underwritten by employees of the Company or a third party vendor approved by the Reinsurer in accordance with the Company's usual underwriting standards and requirements which the Reinsurer has acknowledged in writing.

Reinsurance shall not be ceded automatically to the Reinsurer on any risk if:

1.   the amount of ultimate reinsurance causes the Binding Limit, shown in Exhibit A, to be exceeded; or

2.   the amount of ultimate reinsurance causes the Jumbo Limit, as shown in Exhibit A, to be exceeded; or

3.   the Company has submitted the risk for facultative underwriting consideration to any reinsurer, including the Reinsurer, within five (5) years except for any prior facultative submission that was solely for capacity and which may now be accommodated within the terms of this Agreement; or

4.   the substandard mortality rating assessed to the risk exceeds Table P(500%) or its equivalent on an extra premium basis; or

5.   the risk at the time of issue exceeds the maximum issue age shown in Exhibit A; or

6.   the individual life insurance is to be issued on a professional athlete, politician, or diplomat.

6

U169-100-000

Article 3

FACULTATIVE COVERAGE

3.1 Procedure

When a risk does not qualify for automatic reinsurance or, if the Company so desires, the Company may request facultative consideration of any risk on those plans of insurance shown in Exhibit A by sending the Reinsurer a reinsurance application form, showing details of the risk together with copies of the original application and all information known to the Company pertaining to the insurability of the risk. The Reinsurer shall give the reinsurance application prompt consideration and shall notify the Company of its decision and risk classification. The Company shall notify the Reinsurer in writing of its unconditional acceptance of an offer during the lifetime of the insured.

After the first premium has been received by the Company on a policy that has been submitted to and unconditionally accepted by the Reinsurer on a facultative basis, the Company shall promptly report placement of the policy to the Reinsurer in the agreed upon format.

Unless specifically agreed to the contrary, the Reinsurer shall hold its offer on a pending case open for ninety (90) days, at the end of which time the Reinsurer shall, in the absence of written notification of case status, routinely close its file and consider the offer to reinsure as formally withdrawn.

3.2 Continuing Notice Obligation

Both prior to and subsequent to the Reinsurer's acceptance of a risk, the Company shall send to

the Reinsurer all information that is related to the insurability of such risk.

7

U169-100-000

Article 4

LIABILITY

4.1 Automatic Reinsurance

The liability of the Reinsurer on any automatic reinsurance covered under this Agreement shall

begin and end simultaneously with that of the Company, subject to the conditions of Article 2.

4.2 Facultative Reinsurance

For facultative reinsurance, the Reinsurer's liability shall commence at the same time as the Company's liability, provided that the Reinsurer has made an unconditional facultative offer and that unconditional offer was accepted in writing, during the lifetime of the insured, in accordance with the terms of this Agreement. The Reinsurer shall become liable for its share of the risk, provided that the policy has been delivered according to the usual procedures of the Company and that the Company has followed its facultative coverage rules for reinsurance placement.

4.3 Conditional Receipt

The Reinsurer shall accept liability on the Company's Conditional Receipt or Pre-paid business up to the amount shown in Exhibit A, provided that all procedures, terms and conditions of the Company's Conditional Receipt are followed. All Conditional Receipt forms in use by the Company, as well as any subsequent changes or modifications, must be approved in writing by the Reinsurer.

The Reinsurer's liability on automatic reinsurance shall begin and end with the Company's conditional receipt liability.

In the case where the conditional receipt is given for an amount less than the policy application, the Reinsurer shall not be liable for more than its proportionate share of the maximum limit as shown in the Company's conditional receipt.

4.4 Retained Amounts

The Company may not reinsure the amount it has retained on the business covered under this Agreement on any basis without the Reinsurer's written consent, which consent may be withheld for any reason.

8

U169-100-000

Article 5

REINSURANCE BENEFIT AMOUNTS

5.1 Life

The reinsured net amount at risk of the policy is defined as the policy face amount less the account value, less the amount retained by the Company, and for automatic policies, multiplied by the Reinsurers share as stated in Exhibit A. For variable amount plans, the reinsured net amount at risk is calculated using the account value in effect at the end of the monthly reinsurance billing period.

The Company's retention on the policy shall remain constant. Any change in the net amount at risk due to changes in the policy's cash value or account value shall be allocated to the reinsured amount.

5.2 Disability Waiver of Premium

Disability Waiver of Premium is not reinsured under this Agreement.

5.3 Accidental Death Benefit

Accidental Death Benefit is not reinsured under this Agreement.

9

U169-100-000

Article 6

REDUCTIONS, TERMINATIONS AND CHANGES

6.1 General Conditions

Whenever a change is made in the status, plan, amount or other material feature of a policy reinsured under this Agreement, the Reinsurer shall, upon receipt of notification of the change, provide appropriately adjusted reinsurance coverage. The Company shall notify the Reinsurer of any such change not more than sixty (60) days after its effective date.

6.2 Reductions and Terminations

In the event of the reduction, lapse or termination of insurance with the Company on a life, the Company shall reduce reinsurance proportionately. In the event that there is more than one reinsurer on the policy being reduced, the reduction in reinsurance shall be proportionate among the reinsurers. The Reinsurer shall refund any net unearned premiums. However, policy fees, if any, shall be deemed earned for a policy year if during any portion of such policy year, ceded insurance is exposed to risk.

6.3 Non-Contractual Increases

If the amount of insurance is increased as a result of a non-contractual change, the increase shall be underwritten by the Company in accordance with its customary standards and procedures and shall be considered new reinsurance under this Agreement. The Reinsurer's approval is required if the original policy was reinsured on a facultative basis or if the new amount shall cause the reinsured amount on the life to exceed either the Automatic Binding Limits or the Jumbo Limits shown in Exhibit A.

The Reinsurer shall assume its share of the entire amount in excess of the Company's applicable retention. Premiums for the additional reinsurance shall be point-in-scale from the original issue date.

6.4 Contractual Increases

For policies reinsured on an automatic basis, reinsurance of increases in amount resulting from contractual policy provisions shall be accepted only up to the Automatic Binding Limits shown in Exhibit A.

For policies reinsured on a facultative basis, reinsurance shall be limited to the ultimate amount shown in the Reinsurer's facultative offer.

For policies with increasing net amount at risk, the Reinsurer's ultimate risk amount is limited to its share of twice the initial face amount, not to exceed its share of the automatic binding limit. Reinsurance premiums for contractual increases shall be on a point-in-scale basis from the original issue age of the policy.

6.5 Risk Classification Changes

If the policyholder requests a table rating reduction or removal of a flat extra, such change shall be underwritten according to the Company's normal underwriting practices. Risk classification on facultative policies shall be subject to the Reinsurer's approval.

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6.6 Non Forfeiture Benefits

If the original policy lapses and extended term insurance is elected under the terms of the policy, reinsurance shall continue on the same basis as under the original policy until the expiry of the extended term period.

If the original policy lapses and reduced paid-up insurance is elected under the terms of the policy, the amount shall be reduced.

Reinsurance shall be reduced by the full amount of the reduction. The reinsurance premiums shall be calculated in the same manner as reinsurance premiums were calculated on the original policy. If the amount of reduction exceeds the risk amount reinsured, the reinsurance on the policy shall be terminated.

6.7 Reinstatement

If a policy that has lapsed or surrendered is reinstated in accordance with its terms and in accordance with Company rules and procedures, the Reinsurer shall, upon notification of reinstatement, reinstate the pre-existing reinsurance coverage. However, if the policy were facultatively reinsured with the Reinsurer, approval by the Reinsurer shall be required prior to the reinstatement of the reinsurance if the Company retained less than fifty (50) percent of the risk and the policy has been lapsed for more than ninety (90) days.

Upon reinstatement of the reinsurance coverage, the Company shall pay the reinsurance premiums which would have accrued had the policy not lapsed, together with interest at the same rate as the Company receives under its policy.

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Article 7

CONVERSIONS, EXCHANGES AND REPLACEMENTS

7.1 General Conditions

If a policy reinsured under this Agreement is converted, exchanged or replaced, the Company shall promptly notify the Reinsurer. Unless mutually agreed otherwise, policies that are not reinsured with the Reinsurer and that exchange or convert to a plan covered under this Agreement shall not be reinsured hereunder.

7.2 Conversions

The Reinsurer shall continue to accept reinsurance resulting from the contractual conversion of any policy reinsured under this Agreement, in an amount not to exceed the original amount reinsured hereunder. If the plan to which the original policy is converting is reinsured by the Reinsurer, either under this Agreement or under a different Agreement, reinsurance premium rates for the resulting converted policy shall be those contained in the Agreement that covers the plan to which the original policy is converting. However, if the Reinsurer does not reinsure the new plan, reinsurance premiums for a policy resulting from a contractual conversion shall use the rates shown in Exhibit B. Reinsurance premiums and any allowances for conversions shall be on a point-in-scale basis from the issue age of the original policy.

If the conversion results in an increase in the risk amount, the increase shall be underwritten by the Company in accordance with its customary standards and procedures. The Reinsurer shall accept its share of such increases, subject to the new business provisions of this Agreement. Reinsurance premiums and any allowances for increased risk amounts shall be first-year premiums at the agreed upon premium rate schedule.

7.3 Exchanges and Replacements

The Reinsurer shall consider exchanges and replacements to the plans reinsured under this

Agreement. First-year premium calculations shall apply to any policy on which:

the Company has obtained complete and current underwriting evidence on the full amount; and

the full normal commissions are paid for the new plan; and

the Suicide and Contestable provisions apply as if the policy were newly issued.

The Reinsurer's approval to exchange or replace the policy shall be required if the original policy were reinsured on a facultative basis.

If the Company's guidelines do not treat the policy as new business, the exchange or replacement shall continue to be ceded to the Reinsurer. The rates shall be based on the original issue age, underwriting class and duration since the issuance of the original policy.

Reinsurance premiums shall be the agreed upon exchange premiums.

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Article 8

PREMIUM ACCOUNTING

8.1 Payment of Reinsurance Premiums

Reinsurance premiums for life insurance, waiver of premium disability benefits and accidental death benefits shall be the premiums shown in Exhibit B. Reinsurance premiums are payable in accordance with the method outlined in Exhibit C.

8.2 Delayed Payment

Premium balances which remain unpaid for more than sixty (60) days shall incur interest from the due date, calculated from that date by using the 13-week Treasury Bill rate reported for the last working day of the calendar month in the "Money Rates" section of The Wall Street Journal or comparable publications.

8.3 Failure to Pay Premiums

The payment of reinsurance premiums shall be a condition precedent to the liability of the Reinsurer for reinsurance covered by this Agreement. In the event that reinsurance premiums are not paid when due, the Reinsurer shall have the right to terminate the reinsurance for all policies having reinsurance premiums in arrears. If the Reinsurer elects to exercise its right of termination, it shall give the Company thirty (30) days written notice of its intention to terminate said reinsurance. If all reinsurance premiums in arrears, including any which may become in arrears during the thirty (30) day period, are not paid before the expiration of said period, the Reinsurer shall be relieved of all liability. Policies on which reinsurance premiums subsequently fall due shall automatically terminate if reinsurance premiums are not paid. Terminated reinsurance may be reinstated, subject to approval by the Reinsurer, within sixty (60) days of the date of termination upon payment of all reinsurance premiums in arrears. The Reinsurer shall have no liability for any claims incurred between the date of termination and the date of the reinstatement of the reinsurance. The right to terminate reinsurance shall not prejudice the Reinsurer's right to collect premiums for the period reinsurance was in force prior to the expiration of the thirty (30) day notice.

The Company may not withhold premiums in order to force termination under the provisions of this Article and to avoid the provisions regarding recapture in Article 11.

8.4 Premium Rate Guarantee

The Reinsurer guarantees the current life reinsurance premium rates for one policy year. Thereafter, the rates shall not exceed the maximum of the YRT net premiums computed using 100% of the 2001 CSO ultimate, sex distinct, smoker/ nonsmoker mortality table including multiples for substandard ratings of the reinsured policy, or the premium rates in Schedule B, or the guaranteed premium rates the Company may charge its policyholders including multiples for substandard ratings of the reinsured policy.

If the Reinsurer increases reinsurance premium rates without a corresponding increase in rates by the Company to its policyholders, the Company shall have the right to recapture the reinsured business without a penalty or a recapture fee. The Reinsurer shall provide 180 days advance notice to the Company prior to the rate increase becoming effective.

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8.5 Administration

The Company shall administer the business using an electronic format acceptable to the Reinsurer. All policies must be reported to the Reinsurer as soon as possible after policy issue and in no event shall the reporting be after twelve (12) months from policy issue. Any policy that is reported more than twelve (12) months after issue shall be subject to facultative review by the Reinsurer.

If any termination of a policy is reported more than two (2) years after the date of termination, then the Reinsurer shall reimburse premium on a pro rata basis, but in no event shall the Reinsurer reimburse greater than two (2) years of premium.

8.6 Foreign Account Tax Compliance Act (FATCA)

Prior to the payment of the first premium due hereunder, the Company shall provide to the Reinsurer the documentation required by FATCA (such as a valid IRS Form W-8BEN-E or Form W-9, as the case may be, or valid substitute forms, hereinafter "FATCA Documentation") confirming that the Company is not subject to any tax withholding.

In the event that the Company fails to provide the Reinsurer with FATCA Documentation in accordance with paragraph one above, the Reinsurer shall delay payment of any profit commission otherwise due to the Company for a period of up to thirty (30) days and shall notify the Company accordingly. If the Company fails to provide FATCA Documentation during this thirty (30) day period, the Reinsurer shall deduct and withhold 30% of such payment and pay the remaining amount to Company.

Interest shall not be assessed against the Reinsurer with respect to any payment made after the due date hereunder as a result of the Company's failure to timely provide FATCA Documentation; and such amounts shall not be subject to offset under the Offset Article.

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Article 9

CLAIMS

9.1 Coverage

Claims covered under this Agreement include only death claims, which are those due to the death of the insured on a policy reinsured under this Agreement, and any additional benefits specified in Exhibit A, which are provided by the underlying policy and are reinsured under this Agreement.

9.2 Notice

The Company shall notify the Reinsurer, as soon as possible, after it receives a claim on a policy reinsured under this Agreement. If proof of claim approved by the Company or proof of claim payment made by the Company is not provided to the Reinsurer within twelve (12) calendar months from the date such proof of claim is approved or paid, whichever is earlier, then the Reinsurer shall be relieved of all liability.

9.3 Liability

Whenever a claim is made on a policy reinsured under this Agreement, the Reinsurer shall consider its liability to the Company to be for the amount of reinsurance for that policy as determined in Article 5 and Exhibit A. If the Company has been paying premium to the Reinsurer on an estimated reinsured net amount at risk, the Reinsurer's claim liability shall not exceed that amount provided by the Company. The Reinsurer shall accept the good faith decision of the Company in settling a claim under strict policy conditions and shall pay the amount of its liability in effect at the time of settlement, including its proportionate share of any interest paid to the claimant.

If the Company has retained either a) less than its full retention or b) fifty (50) percent or less of the risk, the Company shall consult with the Reinsurer before making an admission of liability on any claim on which death has occurred during the contestable period. If the Company chooses to pay such a claim that the Reinsurer believes should be contested, then the dispute may be submitted to arbitration.

9.4 Proof of Loss

In every case of loss, the Company shall provide the Reinsurer with copies of all proofs of loss, underwriting papers, investigation reports and a statement showing the amount paid on the claim by the Company, plus any information the Reinsurer may request.

9.5 Settlement

For life insurance claims, the Reinsurer shall pay its share of death benefits in a lump sum

regardless of the form of claim settlement by the Company.

For an approved Waiver of Premium benefit claim, the Reinsurer shall pay its share of the gross premium waived by the Company, and the Company shall continue to pay the total reinsurance premium, excluding the corresponding waiver premium. If the policy is subject to recapture, the reinsurance premium shall be appropriately adjusted. For Universal Life products, the gross premium waived shall be the cost of insurance premium waived by the Company. The Reinsurer may pay Waiver of Premium claims in one payment per year regardless of the mode of premium payment specified in the policy.

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9.6 Contested Claims

The Company shall notify the Reinsurer of its intention to contest or compromise a claim. The Company shall notify the Reinsurer of any lawsuit made against the Company on a policy reinsured under this Agreement. Unless agreed otherwise, all contestable claims shall be routinely investigated. If the Reinsurer chooses not to participate in a contested claim, it shall pay its full amount of reinsurance liability on such claim and shall thereby be relieved of all future liability with respect to such contested claim.

If the Reinsurer joins the Company in a contest or compromise, the Reinsurer shall participate in the same proportion that the amount at risk reinsured with the Reinsurer bears to the total amount at risk to the Company on the claim and shall share in the reduction in liability in the same proportion. The Reinsurer shall pay its share of "routine expenses" which are considered to be investigative or administrative expenses incurred by the Company that are customarily incurred with respect to most claims. Participation in "unusual expenses" shall require written consent by the Reinsurer. Unusual expenses shall include, but not be limited to, fees of outside attorneys, investigators or consultants. The Reinsurer shall not reimburse expenses or compensation of salaried officers and employees of the Company or any subsidiary or any affiliate of the Company, or expenses incurred by the Company as a result of a dispute arising out of conflicting claims of entitlement to policy proceeds or benefits.

9.7 Extra Contractual Damages

The Reinsurer shall not participate in Punitive or Compensatory Damages or Statutory Penalties that are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company, its agents, or representatives in connection with claims covered under this Agreement. The Reinsurer shall, however, pay its share of Statutory Penalties awarded against the Company in connection with claims covered under this Agreement if the Reinsurer elected in writing to join in the contest of the coverage in question.

The Parties recognize that circumstances may arise in which equity would require the Reinsurer, to the extent permitted by law, to share proportionately in Punitive and Compensatory damages. Such circumstances are difficult to define in advance, but would generally be those situations in which the Reinsurer was an active party and, in writing, recommended or consented to, in advance, the act or course of conduct of the Company that would result in the assessment of the Extra Contractual Damages. In such situations, the Reinsurer and the Company shall share such damages so assessed, in equitable proportions.

For purposes of this Article, the following definitions shall apply:

n Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

n Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty nor fixed in amount by statute.

n Statutory Penalties are those amounts awarded as a penalty, but are fixed in amount by statute.

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9.8 Misstatement

In the event of an increase or decrease in the amount of the Company's liability on a policy reinsured hereunder because of a misstatement of age, sex, or other risk classification, which is established after the death of the insured, the Company and the Reinsurer shall share in the change in amount in proportion to its respective net liability prior to the change. The reinsurance premium for all policy years shall be recalculated on the basis of the adjusted amount using premiums and reserves at the correct risk classification, and the adjustment for the difference in reinsurance premiums shall be made without interest.

9.9 Misrepresentation or Suicide

If the Company returns premiums to the policyholder or beneficiary as a result of misrepresentation or suicide of the insured, the Reinsurer shall refund net reinsurance premiums received on that policy without interest to the Company in lieu of any other form of reinsurance benefit payable under this Agreement.

9.10 Change In Policy or Process

In the event of any change in the claims policy or process of the Company including, but not limited to, a change in the principal claims personnel, or the delegation of the claim settlement to a third party, or the decision to close to new business, the Company shall inform the Reinsurer without delay and the Reinsurer shall have the right to review and adjust the claims authority with immediate effect by giving written notice of such change to the Company.

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Article 10

RETENTION LIMIT CHANGES

If the Company changes its maximum retention limits as shown in Exhibit A, it shall provide the Reinsurer with written notice of the intended changes ninety (90) days in advance of the effective date.

A change to the Company's maximum retention limits shall not affect the reinsured policies in force except as specifically provided elsewhere in this Agreement. Furthermore, unless agreed between the Parties, an increase in the Company's retention schedule shall not affect an increase in the total risk amount that it may automatically cede to the Reinsurer.

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Article 11

RECAPTURE

Whenever the Company increases its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Company has the option to recapture certain risk amounts. If the Company has maintained its maximum stated retention (not a special retention limit) for the plan and insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows.

1.   The Company must give the Reinsurer thirty (30) days written notice prior to its intended date of the commencement of recapture.

2.   The reduction of reinsurance on affected policies shall become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction shall be made until a policy has been in force for at least [insert number of years] years.

3.   If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Company's new maximum retention limits in a consistent manner and the Company must increase its total amount of insurance on each reinsured life. The Company may not revoke its election to recapture for policies becoming eligible at future anniversaries.

If portions of the reinsured policy have been ceded to more than one reinsurer, the Company must allocate the reduction on reinsurance so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue.

The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. For a policy issued as a result of exchange, conversion, or re-entry, the recapture terms of the reinsurance Agreement covering the original policy shall apply, and the duration for the purpose of recapture shall be measured from the effective date of the reinsurance on the original policy.

If there is a reinsured waiver of premium claim in effect when recapture takes place, the Reinsurer shall continue to pay its share of the waiver claim until it terminates. The Reinsurer shall not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits shall be recaptured as if there were no waiver claim in effect.

After the effective date of recapture, the Reinsurer shall not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Company has overlooked.

The terms and conditions for the Company to recapture reinsured policies, as made necessary by the insolvency of the Reinsurer, are set forth in Article 16.

No recapture shall be permitted if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase on retention limits.

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Article 12

GENERAL PROVISIONS

12.1 Currency

All payments under this Agreement shall be made in United States currency.

12.2 Premium Tax

The Reinsurer shall not reimburse the Company for premium taxes on reinsurance premiums.

12.3 Inspection of Records

The Reinsurer, or its duly authorized representatives, shall have the right at any reasonable time to inspect, at the office of the Company, all data and records relating, directly or indirectly, to any business reinsured under this Agreement.

12.4 Errors and Omissions

This provision applies only to errors relating to the administration of reinsurance covered by this Agreement. This provision does not apply to the administration of the insurance provided by the Company to its insured or any other errors or omissions committed by the Company with regard to the policy reinsured hereunder. If through unintentional clerical error, oversight, omission or misunderstanding, collectively referred to as "errors", the Reinsurer or the Company fails to comply with the terms of this Agreement and if, upon discovery of the error by either Party, the other is promptly notified, each thereupon shall be restored to the position it would have occupied if the error had not occurred.

If it is not possible to restore each Party to the position it would have occupied if the error had not occurred, the Parties shall endeavor in good faith to promptly resolve the situation in a manner that is fair and reasonable, and most closely approximates the intent of the Parties as evidenced by this Agreement.

If either Party discovers that the Company has failed to cede reinsurance as provided in this Agreement, or failed to comply with its reporting requirements, the Reinsurer, in its sole discretion, shall require the Company to audit its records for similar errors and to take all reasonable actions necessary to avoid similar errors in the future.

12.5 Offset

Upon notice to the other Party, the Company or the Reinsurer may offset any undisputed balance(s) due from one Party to the other from premiums, allowances, claims, or any other amount(s) due under this Agreement. The right of offset shall not be affected or diminished because of the insolvency of either Party.

12.6 Company Data

The Company agrees to keep the Reinsurer informed of the identity and terms of its policies, riders and contracts reinsured under this Agreement, as well as any special programs affecting reinsurance hereunder, with copies of its application forms, policy forms, supplementary agreements, rate books, plan codes and all other materials relevant to the coverages reinsured.

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Further, the Company agrees to furnish the Reinsurer with all underwriting manuals or criteria, requirements, and retention schedules affecting reinsurance ceded and to keep the Reinsurer fully informed of all subsequent changes to said materials.

12.7 Coverage

This Agreement applies only to policies written directly by the Company. Policies where liability is assumed by the Company through reinsurance, acquisition, mergers or portfolio transfers are not reinsured under this Agreement.

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Article 13

FORMS, MANUALS AND ISSUE RULES

It is the Company's obligation to ensure that business ceded under this Agreement does not deviate from the underwriting criteria:

1.   the Preferred Criteria for business ceded under this Agreement is included in Exhibit A;

2.   the age and amount requirements for business ceded under this Agreement are included in Exhibit A;

3.   the underwriting manual used for the classification of risk business ceded under this Agreement is General Re Life Corporation;

4.   the application for insurance and conditional receipt or temporary insurance agreement is on file with the Reinsurer.

The Company's retention schedule, premium rates and policy forms applicable to the reinsured policies and in use as of the Effective Date of this Agreement have been supplied to the Reinsurer. If the underwriting manual has not been supplied, the Company has informed the Reinsurer of the manual in use.

The Company shall promptly notify the Reinsurer of any proposed changes to the above or any changes that shall alter the risk profile of business reinsured under this Agreement. This Agreement shall not extend to any policies issued pursuant to any changes unless the Reinsurer has consented in writing to accept policies with such changes.

This Agreement shall not provide automatic reinsurance where a policy has been issued contrary to the agreed upon underwriting criteria. The following list is meant to provide examples, but is not intended to be all-inclusive:

1.   the risk should have been declined, postponed, or additional information obtained based on the underwriting manual cited above;

2.   a risk that exceeds the agreed upon limits or capacity;

3.   not obtaining age and amount requirements;

4.   reducing ratings outside approved guidelines;

5.   business decisions.

If a policy is issued at an underwriting classification different from the underwriting classification in the agreed upon underwriting manual and guidelines, then:

1.   absent any knowledge by the Company of a claim on the policy, the Reinsurer shall receive the appropriate premium, together with interest, based on the appropriate underwriting rate per the agreed upon underwriting guidelines. The Reinsurer's liability remains unchanged.

2.   in all other cases, the Reinsurer's liability shall be reduced to the same proportion as the reinsurance premiums credited to the Reinsurer bear to the reinsurance premiums based on the appropriate underwriting rating per the agreed upon underwriting guidelines.

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Article 14

WARRANTIES AND REPRESENTATIONS

The Company warrants and represents to the Reinsurer as a continuing warranty and representation that all information supplied by the Company to the Reinsurer in connection with this Agreement prior to this Agreement's Effective Date and the date of its execution, is to the best of the knowledge and belief of the Company true, complete and accurate in all respects.

The Company is not aware of any facts or circumstances that have not been disclosed to the Reinsurer which, in the reasonable opinion of the Reinsurer, might have adversely affected the Reinsurer's decision in considering whether or on what terms and conditions to provide reinsurance to the Company, had such facts or circumstances been disclosed.

The Company acknowledges that the Reinsurer has relied upon the information supplied by the Company prior to the execution date of the Agreement in deciding whether or not to enter into this Agreement.

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Article 15

DAC TAX

The Company and the Reinsurer hereby agree to the following pursuant to Section 1.848­2(g)(8) of the Income Tax Regulations issued December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective for all taxable years for which this Agreement remains in effect.

1.   The term "Party" shall refer to either the Company or the Reinsurer, as appropriate.

2.   The terms used in this Article are defined by reference to Regulation Section 1.848-2 in effect as of December 29, 1992.

3.   The Party with the net positive consideration for this Agreement for each taxable year shall capitalize specified policy acquisition expense with respect to this Agreement without regard to the general deductions limitation of Section 848 (c)(1).

4.   The Company and the Reinsurer agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Internal Revenue Service.

5.   The Company shall submit a schedule to the Reinsurer by June 1 of each year of its calculation of the net consideration for the preceding calendar year. This schedule of calculations shall be accompanied by a statement signed by an officer of the Company stating that the Company shall report such net consideration in its tax return for the preceding calendar year.

6.   The Reinsurer may contest such calculation by providing an alternative calculation to the Company in writing within thirty (30) days of the Reinsurer's receipt of the Company's calculation. If the Reinsurer does not so notify the Company, the Reinsurer shall report the net consideration as determined by the Company in the Reinsurer's tax return for the previous calendar year.

7.   If the Reinsurer contests the Company's calculation of the net consideration, the Parties shall act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date the Reinsurer submits its alternative calculation. If the Reinsurer and the Company reach agreement on an amount of net consideration, each Party shall report such amount in their respective tax returns for the previous calendar year.

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Article 16

INSOLVENCY

16.1 Definition of Insolvency

A Party to this Agreement shall be deemed insolvent when it:

1.   applies for or consents to the appointment of a receiver, rehabilitator, conservator liquidator or statutory successor of its properties or assets; or

2.   is adjudicated as bankrupt or insolvent; or

3.   files or consents to the filing of a petition in bankruptcy, seeks reorganization to avoid insolvency or makes formal application for any bankruptcy, dissolution, liquidation or similar law or statute; or

4.   becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the Party's domicile.

16.2 Insolvency of the Company

In the event of insolvency of the Company, all payments due the Company by the Reinsurer shall be payable directly to the Company, its liquidator, receiver or statutory successor on the basis of the liability of the Company under the policies reinsured without diminution because of insolvency of the Company.

In the event of insolvency of the Company, the liquidator, receiver or statutory successor shall give the Reinsurer written notice of the pendency of a claim on a policy reinsured within a reasonable time after the claim is filed in the solvency proceeding. During the pendency of the claim, the Reinsurer may investigate the claim and, in a proceeding where the claim is to be adjudicated, the Reinsurer may, at the Reinsurer's own expense, interpose in the name of the Company, its liquidator, receiver or statutory successor, any defense or defenses which the Reinsurer may deem available to the Company or its liquidator, receiver or statutory successor.

Subject to court approval, the expense thus incurred by the Reinsurer shall be chargeable against the Company as part of the expense of liquidation to the extent of the proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two (2) or more reinsurers participate in the same claim and a majority in interest elects to interpose a defense to the claim, the expense shall be apportioned in accordance with the terms of the reinsurance agreements as if the expense had been incurred by the Company.

16.3 Insolvency of the Reinsurer

In the event of the insolvency of the Reinsurer, the Company may retain all or any portion of any amount then due or which may become due the Reinsurer under this Agreement and use such amounts for the purposes of paying any and all liabilities of the Reinsurer incurred under this Agreement. When all such liability hereunder has been discharged, the Company shall pay the Reinsurer, its receiver, or statutory successor, the balance of such amounts withheld as may remain.

In the event of the insolvency of the Reinsurer, the Company may, upon ninety (90) days written notice to the Reinsurer, its liquidator, receiver or statutory successor, recapture, without penalty, the entire amount of reinsurance under this Agreement.

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Article 17

ARBITRATION

It is the intention of the Reinsurer and the Company that the customs and practices of the life insurance and reinsurance industry shall be given full effect in the operation and interpretation of this Agreement. The Parties agree to act in all matters with the highest good faith. However, if the Reinsurer and the Company cannot mutually resolve a dispute that arises out of or relates to this Agreement, and the dispute cannot be resolved through a dispute resolution process, the dispute shall be decided through arbitration as a precedent to any right of action hereunder.

To initiate arbitration, either the Company or the Reinsurer shall notify the other Party in writing of its desire to arbitrate, stating the nature of its dispute and the remedy sought. The Party to which the notice is sent shall respond to the notification in writing within fifteen (15) days of its receipt.

There shall be three arbitrators who shall be current or former officers of United States domiciled life insurance or life reinsurance companies other than the Parties to this Agreement, their affiliates or subsidiaries. Each of the Parties shall appoint one of the arbitrators and these two arbitrators shall select the third. If either Party refuses or neglects to appoint an arbitrator within sixty (60) days of the initiation of the arbitration, the other Party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within thirty (30) days of the appointment of the second arbitrator, each of them shall name three individuals, of whom the other shall decline two, and the decision as to the third arbitrator shall be determined by drawing lots.

Once chosen, the arbitrators are empowered to select the site of the arbitration and decide all substantive and procedural issues by a majority of votes. As soon as possible, the arbitrators shall establish arbitration procedures as warranted by the facts and issues of the particular case. The arbitrators shall have the power to determine all procedural rules of the arbitration, including but not limited to inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators may consider any relevant evidence; they shall weigh the evidence and consider any objections. Each Party may examine any witnesses who testify at the arbitration hearing.

The arbitrators shall base their decision on the terms and conditions of this Agreement and the customs and practices of the life insurance and reinsurance industries rather than on strict interpretation of the law. The decision of the arbitrators shall be made by majority rule and shall be submitted in writing. The arbitrators shall have no authority to award exemplary or punitive damages or attorney's fees or costs. The decision shall be final and binding on both Parties and there shall be no appeal from the decision. Either Party to the arbitration may petition any court having jurisdiction over the Parties to reduce the decision to judgment.

Each Party shall bear the expense of its own arbitration activities, including its appointed arbitrator and any outside attorney and witness fees. The Parties shall jointly and equally bear the expense of the third arbitrator and other costs of the arbitration.

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This Article shall survive termination of this Agreement.

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Article 18

CONFIDENTIALITY

The Company and the Reinsurer agree that Customer and Proprietary Information shall be treated as confidential. Customer Information includes, but is not limited to, medical, financial, and other personal information about proposed, current, and former policy owners, insureds, applicants, and beneficiaries of policies issued by the Company. Proprietary Information includes, but is not limited to, business plans and trade secrets, mortality and lapse studies, underwriting manuals and guidelines, applications and contract forms, and specific terms and conditions of this Agreement.

Customer and Proprietary Information shall not include information that:

1.   is or becomes available to the general public through no fault of the Party receiving the Customer or Proprietary Information (the "Recipient");

2.   is independently developed by the Recipient;

3.   is acquired by the Recipient from a third party not covered by a confidentiality agreement; or

4.   is disclosed under a court order, law, or regulation.

The Parties shall not disclose such information to any other parties unless agreed to in writing, except as necessary for retrocession purposes, as requested by external auditors, as required by court order, or as required or allowed by law or regulation.

The Company acknowledges that the Reinsurer can aggregate data with other companies reinsured with the Reinsurer as long as the data cannot be identified as belonging to the Company.

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Article 19

DURATION OF AGREEMENT

This Agreement shall be effective at July 1, 2014 ("Effective Date") and is indefinite as to its duration.

The Company or the Reinsurer may terminate this Agreement with respect to the reinsurance of new business by giving ninety (90) days written notice of termination to the other Party, sent by certified mail. The first day of the notice period is deemed to be the date the document is postmarked.

During the notification period, the Company shall continue to cede and the Reinsurer shall continue to accept policies covered under the terms of this Agreement. Reinsurance coverage on all reinsured policies shall remain in force until the termination or expiry of the policies or until the contractual termination of reinsurance under the terms of this Agreement, whichever occurs first.

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U/69-100-000

Article 20

EXECUTION

This Agreement represents the entire contract between the Reinsurer and the Company and supersedes any prior oral or written agreements.

IN WITNESS WHEREOF, the Parties hereto by their respective duly authorized representatives have executed this Agreement No. U169-100-000 in duplicate at the dates and places indicated below.

US ALLIANCE LIFE & SECURITY COMPANY	GENERAL RE LIFE COPORATION
By: /s/ Jeff Brown	By: /s/ James M. Greenwood
Title:  EVP & COO	Title: Senior Vice President
Date: January 7, 2015	Date: November 24, 2014
Attest: /s/ Jack H. Brier Title: President	Attest: /s/ Kathy Gollbach Title:  Second Vice President

____________________________________________ _________________________________________

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U169-100-000

EXHIBIT A

PLANS, RETENTION AND BINDING LIMITS

A.1. Reinsured Plans and Riders

Base Plan and Effective Date	Reinsured Riders
2014 Level Term Series	Primary Insured Rider
	Additional Insured Rider

The reinsured business shall be yearly renewable term, excess the Company's maximum retention of $25,000.

A. 2 Reinsurer's Share

Effective Date	Reinsurer’s Share
7/1/2014	100%

A.3 Retention

Issue Age	Standard to Table 4	Table 1 — Table 6	Table 7 — Table 8
18 — 65	$25,000	$25,000	$25,000

A.4 Automatic Binding Limits

Not applicable under this Agreement.

A.5 Conditional Receipt Limit

The Reinsurer's proportionate share of the $100,000 maximum conditional receipt limit.

A.6 Minimum Cession

For automatic business, the minimum cession shall be $10,000.

Cessions $2,500 or less will be automatically terminated and not reinsured with the Reinsurer again.

A.7 Jumbo Limits

Not applicable under this Agreement.

A.8 Conversions

Conversions from a term plan to a permanent plan for an amount not exceeding the face amount are allowed to the end of the level term period or until age 65, whichever occurs first. Conversions are not allowed after the initial level term period. Conversion rates shall be point-in-scale rates.

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U169-100-000

EXHIBIT B

REINSURANCE PREMIUMS

B.1 Life Reinsurance Premium

Reinsurance rates shall be 0% in the first policy year.

Reinsurance renewal rates shall be at the factors shown below times the 2001 VBT Select and Ultimate ALB, Sex Distinct, Smoker Distinct Mortality Table.

The Post Level and Conversion premium rates in the following tables are subject to change should the direct premium rates change.

MALE RATES			15YT		20YT		25YT		30YT
	UW Class	Issue Ages	Dur 2-5	Dur 6-15	Dur 2-5	Dur 6-20	Dur 2-5	Dur 6-25	Dur 2-5	Dur 6-30	Post Level and Conversions
	Preferred Plus NT	18-29	72%	72%	64%	64%	62%	58%	62%	56%	125%
		30-39	46%	46%	45%	42%	45%	39%	45%	37%	150%
		40-49	44%	40%	44%	36%	44%	35%	44%	35%	175%
		50-59	46%	38%	46%	37%	46%	37%	46%	37%	225%
		60-65	47%	47%	47%	47%	N/A	N/A	N/A	N/A	275%
	Preferred NT	18-29	90%	90%	80%	80%	78%	72%	78%	69%	150%
		30-39	63%	63%	62%	58%	62%	53%	62%	50%	200%
		40-49	62%	56%	62%	50%	62%	48%	62%	47%	225%
		50-59	63%	52%	63%	49%	63%	49%	63%	49%	250%
		60-65	64%	63%	64%	63%	N/A	N/A	N/A	N/A	300%
	Standard NT	18-29	111%	111%	98%	98%	97%	89%	97%	85%	175%
		30-39	80%	80%	80%	74%	80%	68%	80%	64%	250%
		40-49	80%	72%	80%	64%	80%	61%	80%	60%	275%
		50.59	84%	69%	84%	64%	83%	64%	83%	64%	320%
		60-65	90%	88%	90%	88%	N/A	N/A	N/A	N/A	320%
	Standard Tb	18-29	79%	79%	74%	74%	71%	71%	71%	71%	175%
		30-39	77%	69%	77%	66%	77%	63%	76%	61%	300%
		40-49	84%	71%	84%	66%	83%	66%	83%	66%	320%
		50-59	92%	79%	92%	76%	92%	75%	92%	75%	320%
		60-65	96%	87%	96%	87%	N/A	N/A	N/A	N/A	320%

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U169-100-000

FEMALE RATES			15YT		20YT		25YT		30YT
	UW Class	Issue Ages	Dur 2-5	Dur 6-15	Dur 2-5	Dur 6-20	Dur 2-5	Dur 6-25	Dur 2-5	Dur 6-30	Post Level and Conversions
	Preferred Plus NT	18-29	59%	51%	59%	50%	59%	50%	59%	49%	225%
		30-39	52%	50%	52%	46%	52%	42%	52%	40%	225%
		40-49	41%	40%	41%	37%	41%	36%	41%	36%	225%
		50-59	42%	42%	42%	42%	42%	42%	42%	42%	250%
		60-65	52%	52%	52%	52%	N/A	N/A	N/A	N/A	300%
	Preferred NT	18-29	72%	62%	72%	62%	72%	61%	72%	60%	250%
		30-39	68%	65%	68%	59%	68%	54%	68%	51%	250%
		40-49	55%	52%	55%	48%	55%	47%	55%	47%	250%
		50-59	56%	56%	56%	56%	56%	56%	56%	56%	275%
		60-65	68%	68%	68%	68%	N/A	N/A	N/A	N/A	300%
	Standard NT	18-29	100%	85%	100%	85%	100%	85%	100%	83%	275%
		30-39	89%	85%	89%	77%	89%	70%	89%	67%	325%
		40-49	73%	69%	73%	63%	73%	63%	73%	63%	325%
		50-59	73%	73%	73%	73%	73%	73%	73%	73%	325%
		60-65	86%	86%	86%	86%	N/A	N/A	N/A	N/A	325%
	Standard Tb	18-29	84%	62%	84%	62%	84%	62%	83%	62%	275%
		30-39	81%	73%	81%	67%	81%	62%	81%	61%	325%
		40-49	72%	72%	72%	69%	72%	68%	72%	68%	325%
		50-59	92%	92%	86%	86%	86%	86%	86%	86%	325%
		60-65	116%	113%	116%	113%	N/A	N/A	N/A	N/A	325%

B.2 Substandard Ratings

Premiums shall be increased by 25% per Table (150% - 500%). Allowances shall be the same as those for life benefits.

B.3 Flat Extras

In the event that a risk is accepted and ceded with a flat extra premium, the total premium remitted to the Reinsurer shall include the flat extra premium minus the allowances shown below.

Type of Flat Extra Premium	First Year	Renewal Years
Temporary Flat Extra (1-5 years)	10%	10%
Permanent Flat Extra (6 years and greater)	75%	10%

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U169-100-000

EXHIBIT C

REPORTING METHOD

SELF ADMINISTRATION

C.1 Reporting Method

As soon as possible after a reinsured policy is placed in force, the Company shall show it on its

reinsurance report giving the details as described in Exhibit C.3.

C.2 Premium Accounting

Reinsurance premiums are payable annually in advance. Within thirty (30) days after the end of the month, the Company shall send the Reinsurer a statement showing reinsurance premiums due for that period together with payment as indicated on the statement.

If an amount is due the Company, the Reinsurer shall remit such amount within a reasonable time after receipt of the Company's statement.

Arrangements can also be made to accommodate the payment of funds by means of Electronic Funds Transfer or wire transfer.

C.3 Self-Administered Reporting

Bulk Reporting requirements are listed below.

Report formats may differ in style; however, the required data must be provided in order to

properly administer the business reinsured.The Company shall submit a copy of its bulk

reporting format for review by the Reinsurer prior to the completion of the formal Agreement.

Each self-administered report should be broken down into the following report details, with Automatic and Facultative business shown separately for each detail.

1.NEW BUSINESS

2.FIRST YEAR - OTHER THAN NEW BUSINESS

3.RENEWAL YEAR

4.CHANGES/TERMINATIONS

5.ACCOUNTING INFORMATION

6.RESERVE INFORMATION

7.POLICY EXHIBIT INFORMATION

8.QUARTERLY INFORCE

Below is a brief description of each requested report detail:

1. NEW BUSINESS - New issues* only, first time policy is reported to the Reinsurer. Policies appear only once in this detail and should include the following information: policy number, name of insured, DOB, age, sex, policy date, tobacco use, reinsured amount and NAR, table rate, flat extra rate, and premium.

* Policies which are new, but result from replacements or conversions from other plans covered under other agreements with the Reinsurer should be clearly identified; these policies should not be reported as new issues. The Reinsurer suggests these policies be identified with a transaction code and be reported in the "Changes Detail". The original policy date and duration should also be reported.

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U169-100-000

Policies previously ceded to the Reinsurer under an individual cession treaty require special handling. The Reinsurer shall continue reinsurance administration.

2.   FIRST YEAR, OTHER THAN NEW BUSINESS - Policies previously reported on the new business detail, and are still in their first duration or policies involved in first year premium adjustments.

3.   RENEWAL YEAR - All renewal policies.

4.   CHANGES/TERMINATIONS - Polices involved in a change during the current reporting period. Type of change or termination activity must be clearly identified for each policy.

The Reinsurer suggests separate listings for Terminations/Reinstatements, Changes, Conversions/Replacements or the use of Transaction/Reason code to describe activity.

Conversions/Replacements - The Reinsurer requires the reporting of the original policy date, as well as the current date of issue. This data is expected in the "Change Detail" when the conversion is reported and continued in the "Renewal Detail" as the policy continues to be reported.

5.   ACCOUNTING INFORMATION - Premiums summarized for Life, ADB, Waiver, and Other by the following categories: Automatic /Facultative, First Year/Renewal Year, and Allowances where applicable.

6.   RESERVE INFORMATION - Quarterly, a report of reinsured amounts in force and Policy reserves summarized by Life, ADB, Waiver, and Deficiency. Annually, an actuarial opinion prepared by a qualified actuary certifying ceded in force and reserves, a detailed description of the reserving assumptions including X-factors and the Company's actuarial report in support of its X-factor opinion.

7.   POLICY EXHIBIT INFORMATION - Summary of the current period's activity and year-to-date totals, reporting the number of policies and reinsurance amount.

8.   QUARTERLY INFORCE - Quarterly detail report of all policies in force including reserve information.

35

EX-10.3

EXHIBIT 10.3

GROUP SHORT TERM AND LONG TERM DISABILITY

REINSURANCE AGREEMENT

EFFECTIVE JANUARY 1, 2015

BETWEEN

US ALLIANCE LIFE AND SECURITY COMPANY

AND

RELIANCE STANDARD LIFE INSURANCE COMPANY

DOING BUSINESS AS

CUSTOM DISABILITY SOLUTIONS

AS

MANAGING AGENT FOR EACH OF THE PARTICIPATING REINSURERS

COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS THE

AMERICAN DISABILITY REINSURANCE UNDERWRITERS SYNDICATE

("ADRUS")

TABLE OF CONTENTS

ARTICLE 1. REINSURANCE COVERAGE

Section 1.01 — Scope of the Agreement

Section 1.02 — Reinsurance

Section 1.03 — Original Conditions

Section 1.04 — Retention Warranty

ARTICLE 2. UNDERWRITING PROCESS

Section 2.01 — Reinsurance Coverage

Section 2.02 — Exceptions to Reinsurance Coverage

Section 2.03 — Underwriting Services

ARTICLE 3. DEFINITIONS

ARTICLE 4. REINSURANCE PREMIUMS

Section 4.01 — Consideration

Section 4.02 — Reinsurance Premium Payment

Section 4.03 — Non-Payment of Premium

Section 4.04 — Reinstatement of Reinsurance

ARTICLE 5. CLAIMS

Section 5.01 — Reinsurer's Liability for Reinsured Claims

Section 5.02 — Claims for Extra-Contractual Amounts

Section 5.03 — Claims Administration Services

ARTICLE 6. COMMENCEMENT AND TERMINATION OF AGREEMENT

Section 6.01 — Commencement

Section 6.02 — Termination

ARTICLE 7. REINSURANCE INFORMATION AND ACCESS TO RECORDS

Section 7.01 — Reports

Section 7.02 — Reinsurance Information

Section 7.03 — Access to Records

Section 7.04 — Confidentiality

Section 7.05 — Proprietary Material

ARTICLE 8. ARBITRATION

Section 8.01 — Appointment of Arbitrators

Section 8.02 — Proceedings

Section 8.03 — Appeal

Section 8.04 — Conclusion

ARTICLE 9. INSOLVENCY

ARTICLE 10. MISCELLANEOUS PROVISIONS

Section 10.01 — Headings and Attachments

Section 10.02 — Notices

Section 10.03 — Execution in Counterparts

Section 10.04 — Entire Agreement and Amendments

Section 10.05 — Investigations

Section 10.06 — Governing Law

Section 10.07 — Waivers and Remedies

Section 10.08 — Severability

Section 10.09 — Mutual Negotiation

Section 10.10 — Mergers, Acquisitions or Changes

Section 10.11 — Currency

Section 10.12 — Interest on Overdue Payments

Section 10.13 — Errors and Omissions

Section 10.14 — Third Party Beneficiaries

Section 10.15 - Assignment

APPENDIX A

APPENDIX B

APPENDIX C

APPENDIX D

AGREEMENT

This Agreement is made by and between US Alliance Life and Security Company, Topeka, Kansas ("Company") and Reliance Standard Life Insurance Company, Chicago, Illinois doing business as Custom Disability Solutions ("CDS"), as Managing Agent ("Managing Agent") for each of the participating reinsurers collectively referred to in this Agreement as the American Disability Reinsurance Underwriters Syndicate ("ADRUS" or "Reinsurer").

The Managing Agent represents and warrants that the Reinsurer has authorized the Managing Agent to enter into, execute and deliver agreements of this sort on its behalf and to exercise all of its rights and perform all of its obligations under such agreements on its behalf, including but not limited to, underwriting of policies, collection of premiums, and management of claims in accordance with the terms of such agreements. All performances required by and for the Reinsurer under this Agreement shall be conducted through the Managing Agent.

This Agreement shall be construed as an honorable undertaking between the parties with mutual obligations of utmost good faith and fair dealing.

Company and Reinsurer mutually agree to reinsure as follows:

ARTICLE 1. REINSURANCE COVERAGE

Section 1.01 Scope of the Agreement

This Agreement applies to Company's portfolio of group Short Term and Long Term Disability business for which Managing Agent provides quotes (hereinafter referred to as the "Policies"), as more fully described in Section 1.02. This Agreement does not apply to any risk other than group Short Term and Long Term Disability underwritten under the direction of the Managing Agent, even if the policy provides other coverage, nor does it apply to any group business issued outside of the United States, unless approved in advance by the Managing Agent.

Section 1.02 Reinsurance

Company agrees to cede and Reinsurer agrees to accept quota share reinsurance of the Company's gross liability under the Policies. Reinsurance for the Policies shall become effective on the effective date of the Policies.

Section 1.03 Original Conditions

All reinsurance ceded hereunder shall be subject to the same clauses, terms, conditions and endorsements as Company's Policies, except as specifically stated herein.

Company shall take ordinary care and reasonable diligence in performing its administrative responsibilities under the Policies consistent with the care, skill, prudence, and diligence of a person

experienced in the group disability insurance industry, in accordance with customary group disability insurance practices and standards, and in compliance with all applicable laws, rules and regulations.

Delegation or assignment of administrative responsibilities for reinsured Policies by Company to a third party shall require approval by Managing Agent.

Company represents that it is licensed to write group disability business in the states, districts or territories of the United States where the reinsured Policies shall be issued. Company and Managing Agent mutually agree and acknowledge that the Policies and the rating practices associated with the Policies are in compliance with requirements of applicable state and federal laws, rules and regulations, including but not limited to state policy form and associated rating and rate filing requirements.

Once Company and Managing Agent have agreed on the risk and benefits for a Policy, any increase in benefit liability resulting from Company's divergence from such agreed upon risk and benefits shall be borne by the Company. The Reinsurer does not assume liability for any risk or benefits not previously agreed upon or which are incurred as a result of errors, intentional or otherwise, in the policy and/or certificate issued or in Company's administrative practices.

Section 1.04 Retention Warranty

The risk retained by Company on the business covered by this Agreement shall not be transferred or reinsured by Company elsewhere on any basis whatsoever without the agreement of Managing Agent.

ARTICLE 2. UNDERWRITING

Section 2.01 Reinsurance Coverage

Except as provided in Section 2.02, below, whenever the Company issues a Policy, Reinsurer shall accept the Reinsurance Percentage on said Policy.

Section 2.02 Exceptions to Reinsurance Coverage

Unless Managing Agent has specifically agreed to such reinsurance in writing, no reinsurance may be ceded where the Policy is not underwritten and claims managed by the Managing Agent.

Section 2.03 Underwriting Services

Managing Agent shall provide underwriting services as more fully described in Appendix B. Managing Agent shall perform underwriting services with the care, skill, prudence, and diligence of a person experienced in the group disability insurance underwriting industry, in accordance with customary group disability insurance underwriting practices and standards, and in compliance with all applicable laws, rules and regulations.

ARTICLE 3. 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):

a.   "Anniversary Date" means the first day of January of each year following the Effective Date.

b.   "Company Retention" means:

·0% of gross weekly STD benefits; and

·0% of gross monthly LTD benefits.

The parties may mutually agree upon a change in the Company Retention that shall take effect on or after the date the Agreement has been in force for 36 months.

c.   "Reinsurance Percentage" means:

·100% of gross weekly STD benefits; and

·100% of gross monthly LTD benefits.

The parties may mutually agree upon a change in the Reinsurance Percentage that shall take effect on or after the date the Agreement has been in force for36 months.

d.   "Effective Date" means January 1, 2015.

e.   "Initiation Period" means the one-year period from the Effective Date to December 31, 2015, during which Company may, without cause, terminate this Agreement with ninety (90) days advance written notice to the other party.

f.   "Policy(ies)" mean the group Short Term and Long Term Disability Policies referenced in Section 1.01, and all endorsements, riders attachments, and agreements thereto.

g.   "Insolvent or Insolvency" means:

1. The entry by a court of competent jurisdiction of

A. An order declaring the Company Insolvent, or

B. An order appointing a receiver or receivers, or trustee or trustees, or liquidators, of the Company or of all or any substantial part of its property; or

2. The entry of an order or petition pertaining to the Company for relief under Title 11 of the United States Code or any similar order under any applicable law or statute of the United States or any state thereof

h.   "Risk Premium" means the total premium received by the Company for the reinsured Policies, less:

1. the amount of premium priced by the Managing Agent to cover: (1) premium tax, (2) commissions, (3) other acquisition expenses and (4) other expenses borne by the Company in the administration of such Policies, and

2. Reinsurance Management Fees, not including the Initial Start Up Fee, as described in Appendix D.

i.   "Loss Adjustment Expenses" means any third party claim expenses incurred in the investigating, settling, litigating, adjusting, auditing, managing and processing of claims, except for salaries of Company's and Managing Agent's employees, and other routine office and administrative expenses of the Company and the Managing Agent. Loss Adjustment Expenses include but are not limited to expenses for:

·obtaining medical records,

·independent medical examinations (IMEs),

·special investigation (e.g. home visits, surveillance, forensic accounting),

·vocational rehabilitation services or equipment,

·functional capacity exams or other clinical or vocational testing,

·labor market surveys,

·Social Security claim filing assistance,

·independent peer reviews,

·translation services,

·legal opinions,

·litigation management,

·day care,

·collections,

·retraining (including tuition, books, and other related expenses),

·prosthetics,

·eyeglasses,

·weight loss programs,

·adaptive equipment, or

·other expenses as mutually agreed upon by the parties.

Liability for Loss Adjustment Expenses incurred for a claim shall be apportioned between the Reinsurer and the Company in direct proportion to the risk each bears on such claim.

ARTICLE 4. REINSURANCE PREMIUMS

Section 4.01 Consideration

The consideration due to the Managing Agent shall be the product of the Reinsurance Percentage multiplied by the Risk Premium, plus the agreed upon Management Fee as shown in Appendix D.

Section 4.02 Reinsurance Premium Payment

The Company shall remit to Managing Agent all consideration on premiums received for the Policies by the fifteenth (15th) day of the month following the Company's receipt of premium. The Company shall remit consideration to Managing Agent along with a monthly reinsurance premium statement that shall include the information described in Section 8.01.

Section 4.03 Non-Payment of Premium

Company shall take appropriate action to terminate all prospective liability in accordance with Company's standard termination practices (a copy of which has been provided to the Managing Agent) and the provisions of the Policies governing non-payment of premium, lapse and reinstatement, and shall institute collection procedures for past due premiums that remain unpaid.

If the Company fails to pay the reinsurance premium as described in this Article 4, the Managing Agent shall have the right to terminate reinsurance for any Policies for which reinsurance premium payment has not been made. Such termination shall be effective as of the last day of the period for which reinsurance premiums were paid.

Section 4.04 Reinstatement of Reinsurance

If reinsurance for any Policy or Policies has been terminated by Managing Agent due to non-payment of reinsurance premium or under any provision of this Article 4, any reinstatement of reinsurance for such terminated policy or policies shall be at Managing Agent's sole discretion and must be agreed to in writing by Managing Agent.

ARTICLE 5. CLAIMS

Section 5.01 Reinsurer's Liability for Reinsured Claims

The Reinsurer shall be liable to the Company for the Reinsurance Percentage of contractual benefits (i.e. benefits specified in the Policies) reinsured under this Agreement and paid to the extent of the liability of the Company for the underlying risk. All claim payments for reinsured claims made according to the terms and conditions of its Policies and this Agreement shall be binding upon Reinsurer. The Reinsurer shall have no liability beyond the original conditions of the Policies.

The Reinsurer shall also have liability for the Reinsurance Percentage of Loss Adjustment Expenses. Section 5.02 Claims for Extra-Contractual Amounts

"Extra-Contractual Amounts" are amounts outside of Policy benefits and may include, but are not necessarily limited to: punitive, exemplary, compensatory or consequential damages or plaintiffs litigation-related costs and fees.

a.   If Extra-Contractual amounts are awarded against the Company solely as a result of the Managing Agent's decision, action, delay or failure to act, the Reinsurer shall pay one hundred percent (100%) of all such amounts.

b.   If Extra-Contractual amounts are awarded against the Company solely as a result of Company's decision, action, delay, or failure to act, the Reinsurer shall pay zero percent (0%) of all such amounts.

c.   When Extra-Contractual amounts are awarded against the Company as a result of both the Managing Agent's and the Company's decision, action, delay or failure to act, the parties agree to share proportionately, based on the allocation of responsibility to the respective parties, in the liability for all such amounts.

d.   To expedite the resolution of certain claims, amounts other than Policy benefits may be added to a claim settlement. Where such amounts are added, which will be determined by mutual agreement by the parties, the additional amounts shall not be considered to be Extra-Contractual amounts and shall be allocated according to the respective liabilities of the parties under this Agreement. If the parties are unable to agree on either the feasibility or amount of such additional sums, the matter shall be settled by arbitration in accordance with the Arbitration section of this Agreement.

Allocation of responsibility for decisions, actions, delays, or failures to act shall be determined by mutual agreement of the parties subsequent to good faith negotiation. Said determination is solely for the purpose of efficient administration of this Agreement and for determining who shall assume the costs in certain instances. If agreement on such allocation cannot be reached, the matter shall be addressed in accordance with the Arbitration section of this Agreement.

If any portion of this subsection 5.02 is deemed to be illegal under any law (decisional or statutory) or regulation of any Federal, State or local government, insofar as it applies to that area's jurisdiction, then said portion is automatically terminated.

Section 5.03 Claim Administration Services

Managing Agent shall perform claim administration services as more fully described in Appendix C for all claims incurred under Policies.

Managing Agent shall perform claim administration services with the care, skill, prudence, and diligence of a person experienced in the group disability insurance claims administration industry, in accordance with customary group disability insurance claim administration practices and standards, and in compliance with all applicable laws, rules and regulations.

ARTICLE 6. COMMENCEMENT AND TERMINATION OF AGREEMENT

Section 6.01 Commencement

This Agreement shall become effective at 12:01 a.m. on the Effective Date with respect to all Policies:

a.   Classified by the Company as group Short Term and Long Term Disability Insurance; and

b.   Underwritten or renewed by or on behalf of the Company during the term of this Agreement, at the direction of the Managing Agent,

and shall continue in-force thereafter until terminated.

Except as stated in Section 6.02, the liability of Reinsurer for any reinsurance under this Agreement begins at the later of the Effective Date or the effective date of Policies issued by Company and ends at the earlier of the effective date of termination of this Agreement or the date Company's liability for the Policies terminates.

Section 6.02 Termination

No new business will be reinsured after the effective date of the termination of the Agreement. In no event shall termination of this Agreement result in termination of Reinsurer's liability for claims incurred prior to the termination date, regardless of whether they are reported prior to or following the date of termination of this Agreement.

Termination will occur at the earlier of any of the following:

a.   Either party may, at its option, terminate this Agreement if the other party fails to pay when due any amounts due under this Agreement. The terminating party may exercise this right only after giving the other party written notice of delinquency, stating its intent to terminate this Agreement and providing 15 days from the date of written notification to cure the default by payment of all delinquent amounts. If the

terminating party does not then notify the other party in writing of such termination, then this Agreement shall remain in full force and effect, and each party shall remain obligated to pay amounts due under the Agreement until the Agreement is otherwise terminated.

b.   This Agreement shall automatically terminate, with respect to reinsurance for new Policies, on the date of Company's insolvency or cessation of operations, if earlier. Reinsurance in-force on the date of Company's Insolvency or cessation of operations, if earlier, will be administered in accordance with the Insolvency section of this Agreement.

c.   During the Initiation Period, either Party may terminate this Agreement without cause by providing ninety (90) days advance written notice to the other Party. In the event of such termination during the Initiation Period, the Company may immediately recapture any business reinsured under this Agreement.

d.   In the event the Agreement is not terminated during the Initiation Period, then neither party may terminate this Agreement without cause until December 31, 2019, after which date either party may terminate this Agreement effective on an Anniversary Date by giving the other party one hundred twenty (120) days prior written notice.

e.   Either party may terminate this Agreement effective on January 1, 2018 by giving the other party one hundred twenty (120) days prior written notice, in the event that the in force reinsured premium as of July 1, 2017 is less than S100,000.

If this Agreement terminates as described under Section 6.02a., b. or c. above, termination will be immediate.

If this Agreement terminates as described under Section 6.02d. or e. above, Reinsurer at its discretion will retain reinsurance with respect to Policies which were reinsured hereunder while the Agreement was in force for up to two (2) years from the effective date of termination of this Agreement. This deferment of termination of reinsurance on in-force Policies may be waived by the Reinsurer.

Upon termination of this Agreement, Managing Agent shall provide Company only with those claims, financial and reporting services necessary to manage the reinsured business.

ARTICLE 7. REINSURANCE INFORMATION AND ACCESS TO RECORDS

Section 7.01 Reports

The Company shall furnish to Managing Agent in a mutually agreed upon electronic format, by the fifteenth (15th) day of the month following the Company's receipt of premium, a report for the month containing industry standard premium information, as mutually agreed upon by the parties.

The Managing Agent agrees to provide reserve reports for business reinsured under this Agreement to the Company in a form mutually acceptable to the parties. Such reports shall be provided within five (5) working days after the end of the accounting period.

Section 7.02 Reinsurance Information

Company has disclosed and will continue to disclose to Managing Agent timely, accurate, and complete information concerning matters that may affect Managing Agent's judgment in entering into and/or continuing this Agreement, such as licensing, state regulatory actions and financial issues. Complete disclosure shall require the inclusion of any material fact required to be stated or necessary to make statements not misleading. If the reinsurance provided hereunder becomes effective prior to the date this Agreement is executed by Company, Company warrants that there are no known undisclosed material losses or claims that have arisen or become known during such period. Failure to provide such information could lead Managing Agent to contest the validity of the Agreement, refuse to pay claims hereunder, or require an adjustment of premium on a retrospective basis to reflect Reinsurer's risk based on the correct information.

Section 7.03 Access to Records

Upon request, each party shall provide the other party or the other party's designated representative with detailed information on the Policies, including, at the requesting party's expense, paper or electronic versions of the whole or part of any documents relating to the Policies. Such information includes, but is not limited to, underwriting files, claim files, files regarding the investigation of evidence of insurability, accounting files, correspondence with intermediaries, audit reports and actuarial studies relating to the reinsured risks. At the option of the requesting party, such information shall be made available via photocopy or fax, or at offices of the non-requesting party or its designated administrator during such office's normal hours to the requesting party's representative(s) who shall be named in advance. Notification of such visit shall normally be given two weeks in advance and, even in urgent cases, at least twenty-four hours in advance. A party shall have this right of inspection and information as long as such party has obligations under this Agreement.

Section 7.04 Confidentiality

Company and Managing Agent warrant that they will restrict written disclosures as to the terms, conditions, parties or extent of this Agreement, unless made to financial auditors, compelled by law, or required by an appropriate governing body, or in publications, such as annual statements.

Managing Agent will hold in strict confidence all the following documents and information (hereinafter referred to as "Confidential Information"): underwriting files, claim files, accounting files, correspondence with intermediaries, audit reports and actuarial studies, and any other information Company has identified . The terms of this section shall survive any termination or expiration of this Agreement. Upon termination of this Agreement, and to the extent the same is reasonably returnable, Managing Agent shall return all Confidential Information. Managing Agent shall hold in strict confidence all Confidential Information, and neither Managing Agent nor any of its affiliates, representatives or employees shall directly or indirectly:

a.   use or permit the use of any of the Confidential Information for any purpose other than the performance of its duties under the terms of this Agreement, or

b.   disclose or permit the disclosure of any of the Confidential Information to any person or entity other than the Company's representatives, or as required by law.

Section 7.05 Proprietary Material

During the course of this Agreement, Company and Managing Agent may make technical materials such as underwriting manuals, claims manuals and rating systems available to each other. Each party acknowledges that all such material is offered on a proprietary basis, for the sole purpose of enhancing this reinsurance arrangement. Further, each party agrees that the original owner of these materials is deemed to be the sole owner of these materials and that neither party will offer these materials to any person or persons who is (are) not a direct party (parties) to this Agreement unless compelled by law or required by an appropriate governing body.

ARTICLE 8. ARBITRATION

The parties explicitly agree that all differences, whether matters of fact, law or mixed fact and law, which arise out of the interpretation or execution of this Agreement, will be decided by arbitration except for those matters which are left to the sole discretion of the Managing Agent or the Company under the terms of this Agreement. The parties explicitly agree that arbitration shall be the sole and exclusive remedy for all such differences, and that the arbitrators will determine the interpretation of this Agreement in accordance with the usual business and reinsurance practices rather than strict technicalities. Three neutral arbitrators will decide any differences. They must be active or retired officers of life insurance companies other than the two parties to this Agreement or any of their subsidiaries. In addition, the officers may not be former employees of the parties to this Agreement or any of their subsidiaries. Each party to this agreement shall appoint, and pay for, one arbitrator, and the two arbitrators will select a third, whose cost will be split equally between the parties. If the two are not able to agree on a third, each party shall submit a list of three names from which the other party shall strike two. The third arbitrator shall be drawn by lot from the remaining two names. The three arbitrators so selected shall constitute the Court of Arbitrators.

The arbitration proceedings will be conducted in accordance with the rules and procedures of the AIDA Reinsurance and Insurance Arbitration Society (www.arias-us.org) which are in effect at the time the arbitration begins and will take place in New York, New York.

This Agreement shall be deemed binding upon the arbitrators for matters expressly agreed to herein. The arbitrators' decision shall be by majority vote, and no appeal shall be taken from it. The judgment rendered by the arbitrators may be entered in any court having proper jurisdiction.

Expenses and fees for the arbitrators shall be shared by the Company and the Reinsurer in equal portions.

The arbitrators may award only contractual damages to either party. In no event may extra-contractual damages, including amounts available under any state or federal Racketeer Influenced and Corrupt Organization Act (RICO), be awarded to either party under this Agreement for breach of said agreement. However, the arbitrators may allocate responsibility for 1) any extra-contractual amounts awarded against the Company, or 2) any amounts representing Extra-Contractual damages in a settlement, between the Company and the Reinsurer as set forth in the Claims Article of this Agreement.

The procedures specified in this Article shall be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating to this Agreement; provided, however, that a party may seek a preliminary injunction or other preliminary judicial relief if in its judgment such action is necessary to avoid irreparable damage. Despite such action the parties will continue to participate in good faith in the procedures specified in this Article. All applicable statutes of limitation shall be tolled while the procedures specified in this Article are pending. The parties will take such action, if any, required to effectuate such tolling.

Notwithstanding any other provision of this Article, in the event that either party seeks, consents to, or acquiesces in the appointment of, or otherwise becomes subject to, any trustee, receiver, liquidator, or conservator (including any state insurance regulatory agency acting in such a capacity), the other party shall not be obligated to resolve any claim, dispute, or cause of action under this Agreement by arbitration and may elect to bring any action with respect to such claim, dispute or cause of action in any court of competent jurisdiction.

The provisions of this Article shall survive termination of this Agreement.

ARTICLE 9. INSOLVENCY

The Reinsurer agrees that all reinsurance under this Agreement shall be payable by the Reinsurer on the basis of the liability of the Company under each policy reinsured under this Agreement without diminution because of the Insolvency of the Company, and the Reinsurer assumes liability for such reinsurance as of the effective dates of such policies. Any such payments by the Reinsurer shall be made directly to the Company or to its liquidator, receiver, or statutory successor, or to another party as may be duly authorized by such liquidator, receiver or statutory successor. In the event of the Insolvency of the Company, the liquidator, receiver or statutory successor of the Company shall give written notice that a claim is pending against the Company with respect to the reinsured Policies

within a reasonable time after such claim is filed in the Insolvency proceedings. While the claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expenses of liquidation to the extent of a proportionate share of the benefit that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.

Where two or more reinsurers are involved and a majority of interest elects to defend a claim, the expense will be apportioned in accordance with the terms of this Agreement as if the expense had been incurred by the Company.

ARTICLE 10. MISCELLANEOUS PROVISIONS

Section 10.01 Headings and Attachments

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

Section 10.02 Notices

All notices and communications hereunder shall be in writing and shall become effective when received. Any written notice shall be by either certified or registered mail, return receipt requested, or overnight delivery service (providing for delivery receipt) or delivered by hand. All notices or communications under this agreement shall be addressed as follows:

If to Company: US Alliance Life and Security Company 4123 SW Gage Center Dr. Suite 240 Topeka, KS 66604   Attn: Chief Operating Officer If to Reinsurer or Managing Agent: Custom Disability Solutions (CDS) 600 Sable Oaks Drive, Suite 200 South Portland, ME 04106   Attn: Chief Financial Officer

Section 10.03 Execution in Counterparts

This Agreement and related documents 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.

Section 10.04 Entire Agreement and Amendments

This Agreement and related documents shall constitute the entire agreement between the parties with respect to the Policies. There are no understandings between the parties other than as expressed in this Agreement, and all other communications and representations of coverage, whether direct or through an intermediary, are expressly superseded. Any change or modification to this Agreement or related documents shall be null and void unless made by amendment to this Agreement or related documents and signed by both parties hereto. No agent has the authority to change this Agreement or waive any of its provisions.

Section 10.05 Investigations

Company shall notify Managing Agent immediately, in writing, of any and all investigations of Company or its directors, principal officers, or shareholders conducted by any federal, state or local regulatory authority other than routine state insurance department examinations or surveys.

Section 10.06 Governing Law

This Agreement and related documents shall be governed by and construed in accordance with the laws of the state of Maine, including its conflict of laws provisions.

Section 10.07 Waivers and Remedies

The waiver by any of the parties of any other party's prompt and complete performance or breach or violation, of any provision of this Agreement and related documents shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

Section 10.08 Severability

In the event any section or provision of this Agreement or related documents is found to be void and unenforceable by an arbitrator or 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.

Section 10.09 Mutual Negotiation

This Agreement has been negotiated and prepared at the joint request and direction of the parties, and will be interpreted in accordance with its terms without favor to any party.

Section 10.10 Mergers, Acquisitions, or Changes

In the event that Company's portfolio of business increases or changes due to the purchase, assumption, or reinsurance of the portfolio of another company, or acquisition of or merger with another company, no reinsurance shall be provided for such portfolio of business under this Agreement unless Company notifies Managing Agent in writing and Managing Agent agrees in writing to reinsure the increased portfolio of business hereunder. In the event of merger, consolidation or reorganization of Company, this Agreement may be terminated by Managing Agent unless Managing Agent determines in its sole discretion that such event does not change the nature, quality or quantity of the business or risk reinsured and provides its written approval.

Section 10.11 Currency

Wherever the word "Dollars" and the sign "$" appear in this Agreement, they shall be construed to mean United States Dollars.

Section 10.12 Interest on Overdue Payments

The Managing Agent may assess interest on any reinsurance premiums that are unpaid and past due for more than 90 days after the due date for such payments as stated in the Agreement. The interest rate assessed for overdue premiums will equal the then-prevailing interest rate for 10-year U.S. Treasury bonds. A party's levying and collection of such charges for accrued interest shall not serve as a waiver of any of such party's rights as stated elsewhere in the Agreement.

Section 10.13 Errors and Omissions

Inadvertent and harmless delays, errors or omissions made in connection with this Agreement or any transaction hereunder, except as otherwise stated in this Agreement, shall not relieve either party from any liability which would have attached had such delay, error or omission not occurred, provided that the fault is rectified as soon as possible after discovery.

Section 10.14 No Third Party Beneficiaries

This is an agreement solely between the Company and the Managing Agent. The acceptance of reinsurance hereunder shall not create any right or legal relation whatever between the Managing Agent or the Reinsurer and any of the Company's policyholders, insureds, claimants, beneficiaries, representatives, sales representatives, employees or shareholders.

Section 10.15 Assignment

Neither the Company nor the Managing Agent shall, without prior consent of the other, which shall not be unreasonably withheld, sell, assign, transfer, or otherwise dispose of its obligations under this Agreement, the Policies or liabilities reinsured under this Agreement, or any right, title or interest in this Agreement, by voluntary or involuntary act, by assumption agreement or otherwise, and any attempt to dispose of said right, title and interests, without the other party's consent, shall be null and void.

In witness of the above, the parties hereto have caused this Agreement to be executed, in duplicate, as of the dates indicated.

At Topeka, KS this 6th day of February, 2015

US Alliance Life and Security Company

By:        Jeff Brown

Name:   Jeff Brown

Title:     EP & COO

Date:    February 6, 2015

And at South Portal, ME this 6th day of February, 2015

Custom Disability Solutions

By:         /s/ Paul K.  Fields

Name:    Paul K. Fields

Title:      CFO

Date:     February 6, 2015

APPENDIX A

Reinsurer, who has authorized CDS to act as Managing Agent of ADRUS, and its level of participation, is as follows:

PARTICIPATING REINSURERE[S]	DOLLAR PARTICIPATION	PERCENTAGE PARTICIPATION
Reliance Standard Life Insurance Company	$15,000	100%
TOTAL AUTHROIZED PARTICIPATION	$15,000	100%

APPENDIX B

MANAGING AGENT UNDERWRITING SERVICES

Managing Agent shall provide the following services:

1.Managing Agent will provide a Policy rate which will include the reinsurance Management Fee shown in Appendix E. Managing Agent will provide Company with supporting underwriting information used to arrive at the rate.

2.Unless agreed otherwise, rates will be established according to the set formulas maintained by Managing Agent.

3.Underwriting prospects will be assigned to a Managing Agent underwriter, who will obtain and analyze all of the necessary data and communicate with the Company's field sales representatives to facilitate the underwriting process. A risk analysis summary will be communicated to the Company at Managing Agent's direction, along with rate and plan design recommendations as appropriate.

4.Pricing for all groups will be developed using the Managing Agent's manual rate systems and the Managing Agent's experience rating system.

5. Upon request, Managing Agent shall assist with non-routine underwriting and actuarial matters in questionnaires and proposals for prospective policyholders of Company and in renewals of in force Policies.

6. Upon request, Managing Agent shall assist with preparation and development of employee enrollment materials, and the Company shall bear the entire cost of producing such materials.

APPENDIX C

CLAIMS ADMINISTRATION SERVICES

Managing Agent shall provide the following services for claims that are reinsured under this Agreement, and for other claims as may be agreed upon by the parties.

Managing Agent shall administer each claim until the claim is closed.

1. Claims Investigation/Preparation

a.Acknowledge the receipt of each notice of claim, identifying each with a unique claim number. Investigate and document information for the purpose of determining coverage, liability and the extent of benefits for each claim. All claims shall be adjudicated in conformance with the Policy language and applicable state and federal laws, statutes, rules and regulations, including but not limited to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. If Managing Agent needs additional information to determine whether to approve or deny a claim, Managing Agent shall notify the claimant of the request for additional information within twenty (20) days after Managing Agent received the claim.

b.Managing Agent will use outside experts as it deems necessary in the examination and evaluation of a claim or defense. Fees for such experts will be charged as Loss Adjustment Expenses.

c.Managing Agent will investigate and evaluate subrogation, offset or benefit recovery opportunities consistent with terms of the Policy(ies). Managing Agent will supervise subrogation or recovery of amounts that it believes are recoverable.

2. Benefits and Loss Adjustment Expenses

a.Managing Agent will issue checks for benefits in amounts consistent with the investigation and evaluation of the claims in accordance with the terms of the Policies.

b.A bank account will be established and maintained by Managing Agent for payment of benefits and expenses.

c.Managing Agent will be responsible for sending claim determination letters to claimants, with notification to policyholders stating the reasons for STD claim denials.

d.Benefit payments will be made on behalf of the Company in accordance with the provisions of each Policy.

e.Liability for Loss Adjustment Expenses associated with a reinsured claim shall be apportioned between the Managing Agent and the Company in direct proportion to the risk each bears on such claim.

3. Litigation Assistance

a.Managing Agent will, as the need arises, arrange for attorneys to be retained on Company's behalf with Company's approval.

b.For attorneys retained pursuant to paragraph (a), Managing Agent, in cooperation with Company, will direct attorney activity and assist with discovery as well as pre-trial preparation of each case, including continued negotiations and settlement where warranted. The Company will have final authority with respect to the prosecution, defense or settlement of any litigation arising under the Policies.

c.Managing Agent will coordinate and attempt to facilitate the exchange of information between Company and attorneys.

4. Claim Reporting

a.Managing Agent will provide its standard forms for reporting and providing proof of loss for claims, and will accept completed forms via fax.

b.Upon receipt of claims, Managing Agent will set up claims in its claim system and send an acknowledgement letter to the claimant.

c.Each month, Managing Agent shall send Company a listing of all benefit payments issued during the preceding calendar month.

5. Case Management

a.Managing Agent will provide for access to on-site "case managers", as described below, as Managing Agent deems necessary and appropriate.

"Case Managers" shall mean nurses or vocational rehabilitation consultants who operate locally (on-site) to coordinate and facilitate services to claimant. On-site Case Management shall be provided at the discretion of the Managing Agent. Case Managers shall coordinate disability and rehabilitation services provided to the claimant in a timely manner. Case Managers shall maintain contact with treating provider(s), claimants and employers, as appropriate. Case Management may include medical, vocational and/or serious injury/catastrophic care management services.

b.Telephonic Case Management

Managing Agent shall provide telephonic case management which shall include coordinating disability and rehabilitation services to the claimants, monitoring claimants' recovery, providing health education to claimants, and following up with providers regarding services, length of disability and physical abilities of the claimants.

Case Managers shall coordinate and manage disability and rehabilitation services provided to the claimants in a timely manner. Case Managers shall maintain contact with treating provider(s), the claimant and employers, as appropriate. Case Managers shall coordinate all services telephonically.

"Case Managers", for purposes of this sub-section, shall mean the nurses, occupational therapists, physical therapists, or vocational rehabilitation consultants who coordinate and facilitate services to the claimants.

The parties agree Managing Agent is not responsible for the provision or omission of health care by any provider to claimant. Furthermore, the parties agree Managing Agent's provision of Case Management services does not in any manner interfere with the relationship between the medical providers and a claimant and all health care decisions are between the medical providers and claimants.

6. Tax Reporting

The Managing Agent will perform the following tax withholding, remittance and reporting services with respect to employee taxes and for the employer portion of Federal Insurance Compensation Act ("FICA") taxes that may apply to disability benefits paid by Managing Agent, as described more fully below.

The Managing Agent will not be responsible for providing tax computation, remittance and reporting services with respect to employer taxes (other than FICA taxes as described herein), except as may be otherwise agreed upon in writing by the parties.

Depending on the tax services applicable for each Policy, Managing Agent will make available to policyholders:

·   A periodic STD Claim Payment Register Report and a periodic LTD Claim Payment Register Report, indicating the amount of Federal Income Tax ("FIT"), State Income Tax ("SIT") and FICA tax withheld from benefit amounts paid for each claimant;

·   An Annual Report capturing forms "W-2" and "1099 Misc" data reported to LTD claimants, providers and the IRS if requested.

Managing Agent will provide Company's employer accounts, upon request, with an Explanation of Benefits (EOB) for claim payments.

Based on the information provided by Company's employer accounts and claimants, the Managing Agent will withhold the claimant's portion of any applicable FIT and FICA taxes from STD benefit payments and the claimant's portion of any applicable SIT, FIT and FICA taxes from LTD benefit payments.

The Managing Agent will make timely deposits to the appropriate governmental agencies of the claimant's portion of any applicable SIT, FIT and FICA taxes withheld from benefit payments based

upon Managing Agent's tax requirements. For LTD claims, the Managing Agent will make timely deposits to the appropriate governmental agencies of the employer matching portion of FICA taxes associated with employee FICA taxes that are withheld from benefits paid by Managing Agent.

Managing Agent will provide Company's LTD accounts with information each quarter regarding the amount of the employer matching portion of FICA taxes that the Managing Agent has deposited.

Managing Agent will make such deposits under a federal tax identification number of Reinsurer's and, as appropriate, the applicable tax identification number for state income taxes.

For LTD benefits, Managing Agent will process and file forms W-2 with the appropriate state and federal governmental agencies when required for claimants, using the tax identification numbers described in the preceding paragraph.

The LTD claimants' copies of such Forms W-2 will be sent directly to claimants by prepaid first class mail by January 31 of each year, or such other date as required by the IRS. Managing Agent will also send Form W-2 information for LTD claimants to the IRS in accordance with Internal Revenue Code requirements. For STD, Managing Agent will provide employer accounts with an annual report capturing claim payment and "1099 Misc" data applicable for STD claimants, for employer accounts to use in preparing W-2's.

For claims under insured plans where the cost of coverage is borne by the employer or borne by the employee on a pre-tax basis, the Managing Agent will withhold the claimant portion of any applicable FICA tax, SIT and FIT if requested to do so by the claimant.

7. General Provisions

a.All data storage facilities, media and data systems, etc. used by Managing Agent remain the property of the Managing Agent.

b.Upon termination of the Agreement, all services provided under this Agreement will be discontinued except for the handling of claims that occurred prior to termination.

c.Files of claims will be maintained for a period of seven years from the termination of a claim under the Policies.

d.Managing Agent shall make full payment on any claim that has been approved and is fully payable.

e.Managing Agent shall not request a claimant to resubmit information that the claimant has already provided to Managing Agent, unless Managing Agent provides a legitimate reason for the request and the purpose of the request is not to delay the payment of the claim, harass the claimant, or discourage the filing of the claim.

8. Claim Settlement Services

Managing Agent will identify appropriate claims for lump sum settlement offers and will co-ordinate and facilitate claim settlement services for such claims.

9. Delegation of Discretionary Authority

In contracting with the Managing Agent to perform certain claim administration services as described in this Appendix C, the Company hereby delegates to the Managing Agent any discretionary authority the Company may have under employer plans or the terms and conditions of plan documents (including, but not limited to, the reinsured Policies, Summary Plan Descriptions and/or other plan documents read separately or together with other Plan documents) with respect to interpreting the provisions of the plan and the reinsured Policies and determining eligibility for benefits.

APPENDIX D

MANAGEMENT FEE

1.   13.5% of earned STD and LTD premium due from the policyholder ("street premium").

2.   Loss Adjustment Expenses are not included in the Management Fees. Liability for Loss Adjustment Expenses incurred for a claim shall be apportioned between the Reinsurer and the Company in direct proportion to the risk each bears on such claim

3.   An Initial Start Up Fee of $30,000 ("Accumulated Fee") will be due from the Company on the Effective Date of the Agreement and shall be held by the Managing Agent in an escrow account. The Accumulated Fee will offset 50% of the Management Fees due to the Managing Agent as described in Section 1 of this Appendix D for the first thirty (30) months the Agreement is in force.

CDS will retain any balance in the Accumulated Fee account in the event:

·   The Agreement terminates after having been in force for less than thirty (30) months; or

·   The Accumulated Fee is greater than zero after the Agreement has been in force for thirty (30) months or more.

EX-10.4

EXHIBIT 10.4

AUTOMATIC REINSURANCE AGREEMENT

NUMBER : 2541-13AY14

between

US ALLIANCE LIFE AND SECURITY COMPANY

4123 SW Gage Center Drive, Suite 240

Topeka, KS 66604

(The Ceding Company)

and

OPTIMUM RE INSURANCE COMPANY

1345 River Bend Drive, Suite 100

Dallas, TX 75247

(The Reinsurer)

Respecting policies described in SCHEDULE B, issued by US ALLIANCE LIFE

AND SECURITY COMPANY and reinsured on an Automatic and Facultative YRT

basis from April 1, 2013.

TABLE OF CONTENTS

ARTICLE 1	REINSURANCE CEDED AND ACCEPTED
	1.1.  Automatic Reinsurance
	1.2.  Facultative Reinsurance
	1.3.  Currency
	1.4.  Capacity of Agreement
ARTICLE 2	PROCEDURES TO EFFECT REINSURANCE

	2.1.  Automatic Reinsurance
	2.2.  Facultative Application For Reinsurance
ARTICLE 3	LIABILITY
	3.1.  Automatic Reinsurance
	3.2.  Facultative Reinsurance on Policies Otherwise Subject to Automatic Reinsurance
	3.3.  All Other Facultative Reinsurance
	3.4.  Liability Limitations
ARTICLE 4	REINSURANCE AMOUNT OF RISK
	4.1.  Face Amount Basis
	4.2.  Net Amount at Risk Basis
	4.3.  Supplementary Benefits
	4.4.  Minimum Reinsured Risk Amount
ARTICLE 5	REINSURANCE PREMIUMS
	5.1.  Life Premiums
	5.2.  Standard Risks
	5.3.  Substandard Risks
	5.4.  Term Riders
ARTICLE 6	ALLOWANCES
	6.1.  Allowances
	6.2.  Premium Taxes
ARTICLE 7	GENERAL PROCEDURES

 7.1. The Company's Forms, Rates and Procedures

 7.2.  Inspection of Records

 7.3.  Errors and Omissions

 7.4.  Reserves

 7.5.  Reporting

 7.6.  Confidentiality

Table of Contents (Continued)

ARTICLE 8	ACCOUNTING AND BILLING
	8.1.   Reinsurance Premiums
	8.2.   Billing
	8.3.   Late Payment
ARTICLE 9	CHANGES AND ADJUSTMENTS
	9.1.   Change Information
	9.2.   Reductions
	9.3.   Increases
	9.4.   Reinstatements
	9.5.   Conversions
	9.6.   Underwriting Reassessment
	9.7.   Terminations
	9.8.   Policy Replacement
	9.9.   Cash Values
	9.10. Policy Loans and Dividends
	9.11. Reduced Paid Up and Extended Term
	9.12. Recapture
ARTICLE 10	CLAIMS
	10.1. Claims Liability
	10.2. Notice
	10.3. Authorization for Payment
	10.4. Adjusted Amounts
	10.5. Payment
	10.6. Contest
	10.7. Punitive Damages
ARTICLE 11	ARBITRATION
	11.1. Principle
	11.2. Arbitrators
	11.3. Matters in Dispute
	11.4. Procedures
	11.5. Decision
	11.6. Applicable Laws
ARTICLE 12	INSOLVENCY
	12.1. Payment of Claims
	12.2. Notice to OPTIMUM RE
	12.3. Expenses
	12.4. Right to Offset
ARTICLE 13	DEFERRED ACQUISITION COST TAX

Table of Contents (Continued)

ARTICLE 14	EXECUTION
	14.1. Duration
	14.2. Parties to the Agreement
	14.3. Written Agreement
	14.4. Change of Control/Assignment
	14.5. Compliance
	14.6. Signatures

SCHEDULES

SCHEDULE A	RETENTION AND REINSURANCE LIMITS
SCHEDULE B	PLANS AND RIDERS REINSURED
SCHEDULE C	YRT PREMIUM RATES
	PART 1 - MALE RATES 619.00
	PART 2 - FEMALE RATES 620.00
SCHEDULE D	LIFE APPLICATION (LIFE-APP 3/13)
SCHEDULE E	UNDERWRITING REQUIREMENTS
SCHEDULE F	PART 1 - REINSURANCE APPLICATION
	PART 2 - REINSURANCE ADVICE NOTICE
	PART 3 - REINSURANCE CESSION FORM

By this Agreement, US ALLIANCE LIFE AND SECURITY COMPANY, a corporation organized under the laws of the State of Kansas, hereinafter referred to as "THE COMPANY", and OPTIMUM RE INSURANCE COMPANY, a corporation organized under the laws of the State of Texas, hereinafter referred to as "OPTIMUM RE", mutually agree to reinsure on the following terms and conditions.

DEFINITION OF TERMS USED IN THIS AGREEMENT

Automatic Reinsurance	Shall mean reinsurance which must be ceded by THE COMPANY in accordance with the terms of this Reinsurance Agreement, and must be accepted by OPTIMUM RE.
Compensatory Damages	Shall mean the amounts awarded to compensate for the actual damages sustained, and not awarded as a penalty, nor fixed in amount by statute.
Facultative Reinsurance	Shall mean reinsurance which THE COMPANY has the option to cede and OPTIMUM RE has the option to accept or decline.
Insolvency	Shall mean the legal incapacity of a company to operate as declared by a court of competent jurisdiction.
Jumbo Risk	A jumbo risk is one where:
	a.  the amount of Life insurance inforce, including any amounts to be replaced, as stated on the application or signed amendment, if any;
PLUS
	b.  the new amount of Life insurance applied for in all companies
	exceeds the Jumbo Limit specified in Schedule A.  Amounts to be replaced cannot be deducted from the amount of Life insurance inforce.  Amount of Life insurance is defined as a sum of the highest amounts of death benefit over the duration of each individual and group policy for this insured.
Policy	Shall mean the contract(s) of insurance issued by THE COMPANY in respect of which reinsurance is applied for and/or placed in whole or in part.

DEFINITION OF TERMS USED IN THIS AGREEMENT (Continued)

Punitive Damages	Shall mean the damages awarded as a penalty, the amount of which is not governed, nor fixed by statute.
Reinsurance Cession	Shall mean the insurance transferred to OPTIMUM RE by THE COMPANY on a policy.
Reinsurance Cession Form	Shall mean the document outlining the particulars of the Reinsurance Cession such as name, date of birth, date of policy, plan, amount of policy, risk class, and reinsurance premium amount.
Statutory Penalties	Shall mean the amounts which are awarded as a penalty, but fixed in amount by statute.

ARTICLE 1 - REINSURANCE CEDED AND ACCEPTED

1.1. Automatic Reinsurance

On policies or riders covering U.S. residents on plan(s) indicated in SCHEDULE B, when THE COMPANY retains its maximum retention as outlined in SCHEDULE A, THE COMPANY will automatically cede to OPTIMUM RE excess coverages on Life, and OPTIMUM RE will automatically accept these cessions up to the automatic reinsurance limits specified in SCHEDULE A for the portion of the alphabet covered by OPTIMUM RE. Acceptance of policies over the automatic reinsurance limit are subject to Article 1.2.

The following risks are not eligible for automatic coverage:

A.   A risk exceeding the automatic reinsurance limit, as specified in SCHEDULE A;

B.   A jumbo risk, as defined in the Definition of Terms;

C.   A risk where the complete underwriting evidence according to THE COMPANY's published requirements, as specified in SCHEDULE E, has not been obtained;

D.   A risk where THE COMPANY's normal underwriting standards were not applied;

E.   A policy not containing both a standard contestable period and a standard suicide exclusion;

F.   A risk where the substandard rating assessed by THE COMPANY exceeds Table 8 (300%), or its equivalent on any flat extra premium basis;

G.   A risk exceeding age 70;

H.   Any cession to be ceded to OPTIMUM RE at an effective date different from the original issue date of the policy;

I.   Conversion or replacement of policies where OPTIMUM RE is not the original reinsurer;

J.   A risk which has been currently or previously submitted to any reinsurer for underwriting assessment by THE COMPANY;

K.   A risk in which an MIB was not run on the application.

1.2. Facultative Reinsurance

All cases not eligible for automatic coverage may be submitted to OPTIMUM RE facultatively.

1.3. Currency

Reinsurance will be in U.S. dollars. Any other currency requires specific agreement between THE COMPANY and OPTIMUM RE.

1.4 . Capacity of Agreement

The maximum amount of reinsurance OPTIMUM RE will accept on a YRT basis under this Agreement is $4,000,000 per Life.

This amount will be reduced by any amount already ceded to OPTIMUM RE under this or any other Agreement.

ARTICLE 2 - PROCEDURES TO EY&1,CT REINSURANCE

2.1. Automatic Reinsurance

When the initial premium on a policy eligible for automatic reinsurance has been received by THE COMPANY, THE COMPANY shall, without delay, complete and send a Reinsurance Cession Form (SCHEDULE F, PART 3) to OPTIMUM RE.

2.2. Facultative Application For Reinsurance

When facultative reinsurance is being applied for, THE COMPANY shall complete a Reinsurance Application Form provided by OPTIMUM RE (SCHEDULE F, PART 1) and send it along with any and all information it has on the risk; including specifically but not limited to, copies of the physicians' statements, inspection reports, and other papers bearing on the insurability of the risk, even if this information is received after the final assessment of the risk. THE COMPANY shall clearly indicate the amount of risk it wishes to reinsure, including any benefit.

Upon completion of underwriting, OPTIMUM RE shall promptly notify

THE COMPANY of its decision and classification of the risk.

Any offer made by OPTIMUM RE will be valid for 90 days unless OPTIMUM RE accepts, in writing, a request to extend this period.

A.   Upon acceptance of OPTIMUM RE's offer of facultative Reinsurance, THE COMPANY shall complete and send to OPTIMUM RE a Reinsurance Advice Notice (SCHEDULE F, PART 2).

B.   When the initial premium on a policy that involves facultative reinsurance is received by THE COMPANY, THE COMPANY will complete the same procedure as for Automatic Reinsurance in Article 2.1.

C.   If THE COMPANY does not accept OPTIMUM RE's offer for reinsurance, THE COMPANY shall complete and send to OPTIMUM RE a Reinsurance Advice Notice (SCHEDULE F, PART 2).

ARTICLE 3 - LIABILITY

3.1. Automatic Reinsurance

For automatic reinsurance under this Agreement, the liability of OPTIMUM RE shall commence and end simultaneously with that of THE COMPANY.

Prior to placement of the Policy with the insured, the liability of OPTIMUM RE is limited to:

A. The lesser of:

i)   THE COMPANY's liability under the Policy or Conditional Receipt, whichever applies, minus:

The COMPANY's full normal retention for a standard risk at the Life insured's age, less the total of all amounts currently retained by THE COMPANY on the Life insured under other policies.

ii)   The automatic reinsurance limit in this Agreement as described in SCHEDULE A.

B. In no case shall OPTIMUM RE's liability on that Life exceed $100,000.

3.2. Facultative Reinsurance on Policies Otherwise Subject to Automatic Reinsurance

When an underwriting assessment is requested, on policies otherwise subject to automatic reinsurance, OPTIMUM RE's automatic liability, as specified in Article 3.1., is extended without charge until the first of the following dates:

A.   Another reinsurer's offer is accepted;

B.   48 hours (2 working days) after OPTIMUM RE has declined the case;

C.   7 working days after OPTIMUM RE's final assessment of the case; if not a decline;

D.   60 days after the application date.

Under facultative reinsurance, OPTIMUM RE's liability will begin when OPTIMUM RE has been advised that its offer is accepted and the case has been placed unless the offer is standard in which event OPTIMUM RE's liability will be the same as on automatic business. For cases ceded to OPTIMUM RE, OPTIMUM RE's liability shall end with that of THE COMPANY.

3.3. All Other Facultative Reinsurance

When an underwriting assessment is requested on a policy not otherwise reinsured automatically by OPTIMUM RE, OPTIMUM RE's liability will begin when the following conditions have been met:

A.   OPTIMUM RE's unconditional underwriting offer has been accepted;

B.   Such acceptance has been communicated to OPTIMUM RE in accordance with Article 2.2.A., in the time frame designated by OPTIMUM RE, during which such offer is valid; and

C.   The policy has been placed.

For cases ceded to OPTIMUM RE, OPTIMUM RE's liability shall end with that of THE COMPANY.

3.4. Liability Limitations

OPTIMUM RE's liability may be more limited than described in this Article 3, as provided in specific Articles of this Agreement.

ARTICLE 4 - REINSURANCE AMOUNT AT RISK

4.1. Face Amount Basis

When the reinsurer is participating in the accumulation of surrender values on a policy, or when there are no surrender values on a policy, the reinsurance amount shall be based on the face amount of the policy.

The overriding principle involved is that OPTIMUM RE and THE COMPANY will each continue to insure their original proportionate share of the initial face amount.

4.2. Net Amount at Risk Basis

When the reinsurer does not participate in the surrender values on a policy, as in reinsurance based on YRT or cost of insurance rates, the reinsurance amount at risk shall be based on the death benefit less a fund which represents the savings element in the policies.

The overriding principle involved is that OPTIMUM RE and THE COMPANY will each continue to insure their original proportionate share of the net amount at risk.

Net Amounts at Risk will be defined as follows:

A. Insurance with Cash Values

1.       Scheduled Face Amount and Cash Value

Amounts at risk will be projected for 10 year intervals (or until there is a scheduled change in face amount if less than 10 years). Cash values will be used to represent the fund at the end of an interval, and amounts at risk for each intervening year will be interpolated on a straight line basis.

2.       Variable Face Amount or Variable Cash Value

The amount at risk applicable to each policy year will be the projected amount at risk at the beginning of that policy year. Amounts at risk will be projected for five year intervals. Where an actual amount at risk diverges from an originally projected amount at risk by more than 10%, THE COMPANY may re-establish the projected schedule at the next policy anniversary for future amounts at risk. If the schedule is not amended, the existing established schedule will be used for determining premium and claims liabilities.

B. Insurance without Cash Values

This category should include policies where the cash values never exceed 10% of the face amount.

1.       Scheduled Face Amount

The amount at risk applicable to each policy year will be the face amount applicable at the beginning of the policy year.

2.       Variable Face Amount

The amount at risk applicable to each policy year will be the face amount projected to be applicable at the beginning of that policy year. Face amounts will be projected for five year intervals. Where actual face amounts diverge from the originally projected face amounts by more than 10%, THE COMPANY may re-establish the projected schedule at the next policy anniversary for future face amounts. If the schedule is not amended, the existing established schedule will be used for determining premium and claims liabilities.

4.3. Supplementary Benefits

Accidental Death Benefit

The Accidental Death Benefit shall be reinsured on a bulk basis under Reinsurance Agreement #2541-13AB15.

Other Supplementary Benefits

No other supplementary benefits, such as but not limited to the Waiver of Premium Benefit, shall be reinsured under this Agreement.

4.4. Minimum Reinsured Risk Amount

The minimum reinsured risk amount shall be $1,000. In the event that the reinsured risk amount reduces below the minimum, THE COMPANY will automatically recapture the risk on that policy anniversary.

ARTICLE 5 - REINSURANCE PREMIUMS

5.1. Life Premiums

Until further notice, the reinsurance premiums based on the applicable reinsurance amount at risk as described in Article 4, shall be at the rates described in Articles 5.2. and 5.3.

OPTIMUM RE reserves the right to review and modify these reinsurance premiums.

5.2. Standard Risks

Reinsurance premiums for standard risks are calculated using the rates specified in SCHEDULE C.

5.3. Substandard Risks

The substandard extra reinsurance premium rate per $1,000 for one table (25% mortality) is 25% of the standard rate. The extra reinsurance premium for additional tables is the corresponding multiple of the extra reinsurance premium for one table.

When a flat extra premium is charged by THE COMPANY, a flat extra reinsurance premium is paid at the same rate and for the same period.

5.4. Term Riders

If applicable, Term Riders may be reinsured by OPTIMUM RE on the same terms and conditions as the base plan, subject to Article 7.1. For riders where OPTIMUM RE reinsures the base policy, the cession fee, if any, will be waived; otherwise the appropriate fee will apply.

Substandard Spouse or Child Term Riders may not be reinsured under this Agreement.

ARTICLE 6 — ALLOWANCES

6.1. Allowances

There are no allowances payable on the standard and substandard Life reinsurance premiums based on the YRT rates in SCHEDULE C.

Allowances on Flat Extra Premiums

On permanent (6 years or more) flat extra premiums:

1st year              75%

Renewals           10%

On other flat extra premiums : 10% each year

6.2. Premium Taxes

OPTIMUM RE shall not reimburse THE COMPANY for state premium tax or any other tax levied on THE COMPANY.

ARTICLE 7 - GENERAL PROCEDURES

7.1. The Company's Forms, Rates, and Procedures

THE COMPANY will furnish OPTIMUM RE with at least two copies of its application forms, policy and rider forms, contingent insurance receipt, premium scales and any other document that can affect OPTIMUM RE's liability and will keep OPTIMUM RE informed of any changes therein.

In addition, THE COMPANY will advise OPTIMUM RE of any changes to its procedures and rules that may affect OPTIMUM RE's liability such as, but not limited to, age and amount underwriting requirements, policy settlement and reinstatement rules.

Compliance with this Article shall be a condition precedent to the liability of OPTIMUM RE.

7.2. Inspection of Records

OPTIMUM RE shall have the right to inspect, make copies of, or reproduce, at any reasonable time, at the office of THE COMPANY, all books and documents relating to reinsurance under this Agreement.

7.3. Errors and Omissions

It is expressly understood and agreed that if failure to comply with any terms of this Agreement is shown to be unintentional and the result of administrative errors or omissions on the part of either THE COMPANY or OPTIMUM RE, both THE COMPANY and OPTIMUM RE shall be restored to the position they would have occupied had no such error or omission occurred. It is understood, however, that THE COMPANY shall be liable for amounts not reported for reinsurance due to the practice of consciously performing a limited alpha index search on their applications. This article shall not be construed to initiate OPTIMUM RE's liability if any conditions of Article 3.2., 3.3., and 7.5. are not met.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by THE COMPANY to its insured. Any negligent or deliberate acts or omissions by THE COMPANY regarding the insurance provided are the responsibility of THE COMPANY and its liability insurer, if any, but not that of OPTIMUM RE.

Furthermore, the deviating party will undertake to identify, through a prudent review of its records all other errors and omissions of the same or similar category and correct them within a mutually negotiated time frame.

If seven (7) years have elapsed since the error or oversight occurred, there will not be rectification as above, unless both OPTIMUM RE and THE COMPANY agree to such rectification.

7.4. Reserves

OPTIMUM RE will establish appropriate reserves in accordance with the Standard Valuation Law in effect in Texas, on the portion of policies reinsured, and in force, as reported to OPTIMUM RE under this Agreement.

7.5. Reporting

THE COMPANY shall promptly report all transactions to OPTIMUM RE. In particular, but not limited to, new business and terminations.

Should THE COMPANY encounter, or expect to encounter, delays in reporting its business; it shall promptly:

1.   Notify OPTIMUM RE of the situation; and

2.   Present OPTIMUM RE with a plan of action to correct the situation, including a time frame to solve the problem.

OPTIMUM RE, upon receipt of the above, may request that THE COMPANY:

1.   Make modifications to the plan;

2.   Pay estimated premiums for the duration of the reporting problem; and/or

3.   Report larger individual exposures manually, until the situation is resolved.

In any case where the above is not met, or if the plan is not accepted by both OPTIMUM RE and THE COMPANY, or when the plan is not adhered to; OPTIMUM RE reserves the right to deny liability on claims or limit refunds of reinsurance premiums.

7.6. Confidentiality

THE COMPANY and OPTIMUM RE agree that Customer and Proprietary Information will be treated as confidential. Customer Information includes, but is not limited to, medical, financial, and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of policies issued by THE COMPANY. Proprietary Information includes, but is not limited to, business plans, mortality and lapse studies, underwriting manuals and guidelines, applications and contract forms. Furthermore, the specific terms and conditions of this Agreement, cannot be disclosed to any other party for competitive use, unless prior written approval is obtained.

Customer and Proprietary Information will not include information that:

a.   is or becomes available to the general public through no fault of the party receiving the Customer or Proprietary Information (the "Recipient");

b.   is independently developed by the Recipient;

c.   is acquired by the Recipient from a third party not covered by a confidentiality agreement; or

d.   is disclosed under a court order, law or regulation.

The parties will not disclose such information to any other parties unless agreed to in writing, except as necessary for retrocession purposes, as requested by external auditors, as required by court order, or as required or allowed by law or regulation.

THE COMPANY acknowledges that OPTIMUM RE can aggregate data with other companies reinsured with OPTIMUM RE as long as the data cannot be identified as belonging to THE COMPANY.

ARTICLE 8 - ACCOUNTING AND BILLING

8.1. Reinsurance Premiums

The reinsurance premiums are due on the policy issue date and every subsequent anniversary date of the policy and payable to OPTIMUM RE on an annual basis regardless of how premiums are paid to THE COMPANY.

8.2. Individual Cession Billing

OPTIMUM RE will submit every month, to THE COMPANY, a listing of

new business, changes and terminations, and a statement of amounts payable.

The net balance is due to OPTIMUM RE within 30 days of receiving the statement. If a balance is due to THE COMPANY, OPTIMUM RE will remit its payment with the statement.

8.3. Late Payment

Any overdue balance bears interest from the end of a 30-day period following receipt of the monthly billing.

The interest for the period from 30 to 60 days will be the then current annual prime interest rate of the JP Morgan Chase Bank, Dallas, Texas calculated on a monthly basis.

For each additional month, after 60 days that a balance remains unpaid, interest will be calculated using the above annual rate plus 2%.

The payment of reinsurance premiums shall be a condition

precedent to the liability of OPTIMUM RE under this Agreement. If any premium remains unpaid for more than 60 days after the due date, OPTIMUM RE may send to THE COMPANY a formal demand for immediate payment. If THE COMPANY does not comply with this demand within 30 days, then OPTIMUM RE may cancel any unpaid reinsurance cessions for nonpayment of premium; however, any unpaid premiums to the time of cancellation would be due with interest.

THE COMPANY will not force cancellation under the provisions of this Article solely to circumvent the provisions regarding recapture in Article 9.12., or to transfer the reinsured policies to another reinsurer.

ARTICLE 9 - CHANGES AND ADJUSTMENTS

9.1. Change Information

THE COMPANY will keep OPTIMUM RE informed of any changes or adjustments affecting a reinsured case. If a change affects either premiums or allowances, or amount at risk, THE COMPANY will provide OPTIMUM RE with the necessary information to complete a modified Reinsurance Cession Form.

9.2. Reductions

If a policy is changed in any way that results in a reduction in the amount of insurance on any policy, the amount of reinsurance on that policy will be reduced proportionately.

If a Life has multiple policies and one or more are terminated or reduced, the reinsurance on remaining policies for that same Life that are reinsured under this Agreement will not be reduced to allow THE COMPANY to fill its retention.

If more than one reinsurer has a cession on that policy, each reinsurer's cession will be reduced proportionately.

9.3. Increases

If an increase in insurance is requested on an existing policy that is reinsured with OPTIMUM RE, underwriting evidence, satisfactory to OPTIMUM RE, will be obtained for OPTIMUM RE's approval. This does not apply to increases on automatic cessions where all automatic conditions specified in Article 1.1. are met.

Any such increase shall be subject to the same contestable period and suicide clause that a newly issued policy contains.

9.4. Reinstatements

If a policy automatically reinsured with OPTIMUM RE lapses and is subsequently reinstated under THE COMPANY's regular rules, the reinsurance will be automatically reinstated for the same amount, subject to all automatic conditions specified in Article 1.1., upon receipt by OPTIMUM RE of written notice of the reinstatement. All other reinstatement requests shall be submitted to OPTIMUM RE for its approval before THE COMPANY can reinstate such policy.

THE COMPANY shall pay all reinsurance premiums in arrears for the same period THE COMPANY received premiums in arrears under its policy, including interest, if any.

9.5. Conversions

Policy conversions are not applicable to the terms of this Agreement and shall not be reinsured hereunder.

9.6. Underwriting Reassessment

If, on facultative cases, following the consideration of new underwriting evidence, THE COMPANY agrees to reassess the risk, then THE COMPANY shall request a new underwriting assessment from OPTIMUM RE.

9.7. Terminations

At termination of a policy, other than death, all premiums and allowances, excluding cession fees, are adjusted pro rata for the period of coverage.

In the event of termination by death, there will be no adjustment of premiums.

9.8. Policy Replacement

If a policy replacement results in new reinsurance with OPTIMUM RE, then OPTIMUM RE will benefit from a full contestable period and suicide exclusion starting from the new policy commencement date as provided by the law of the state in which the policy is issued.

If a policy reinsured with OPTIMUM RE is replaced by a policy on

a plan reinsured with another reinsurer, THE COMPANY shall maintain the coverage with OPTIMUM RE up to the existing amount.

Policy replacement to an Annual Renewable Term product will not be reinsured under this Agreement unless specifically agreed to by OPTIMUM RE.

9.9. Cash Values

OPTIMUM RE will not participate in the payment of cash values.

9.10. Policy Loans and Dividends

OPTIMUM RE will not participate in policy loans or dividends.

9.11. Reduced Paid Up and Extended Term

If a Reduced Paid Up or Extended Term option is selected by the policyholder, OPTIMUM RE will continue to reinsure its proportionate share of the policy.

For policies where OPTIMUM RE does not participate in surrender value accumulation, reinsurance premiums will be calculated on a point in scale basis using the YRT rates in SCHEDULE C and the calculation of net amount at risk according to Article 4.

9.12. Recapture

Recapture will not be permitted under this Agreement unless explicitly approved by OPTIMUM RE, except as stated in Article 4.4.

ARTICLE 10 — CLAIMS

10.1. Claims Liability

OPTIMUM RE will be liable to THE COMPANY for the benefits reinsured hereunder to the same extent as THE COMPANY is liable to the insured for such benefits, and all reinsurance will be subject to the terms and conditions of the policy under which THE COMPANY is liable. OPTIMUM RE will also be liable for its proportionate share of interest on payment of the claim at the usual interest rate allowed by THE COMPANY.

10.2. Notice

THE COMPANY will give OPTIMUM RE prompt notice of any claim. Copies of notification, claim papers and proofs will be furnished to OPTIMUM RE within ten (10) working days of having been received by THE COMPANY.

For risks where OPTIMUM RE reinsures the Life portion, but not the Waiver of Premium, THE COMPANY will notify OPTIMUM RE of any Waiver of Premium Disability claim that occurs within the two (2) year contestability period. The intent of the notification is to allow OPTIMUM RE the opportunity to review the Life risk to ensure that the contestability feature of the policy is not jeopardized.

10.3. Authorization for Payment

On automatic Life cases, except when the claim occurs in the contestable period, OPTIMUM RE will accept THE COMPANY's decision on claim payment of amounts up to THE COMPANY's automatic reinsurance limit as specified in SCHEDULE A.

On all claims which occur in the contestable period, on facultative cases, or when the amount exceeds the automatic reinsurance limits specified in SCHEDULE A, THE COMPANY must obtain OPTIMUM RE's non-binding opinion regarding the reinsurance liability prior to acknowledgment of its liability to the claimant.

10.4. Adjusted Amounts

In the event the amount of insurance provided by a policy reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of the insured, OPTIMUM RE will share in the increase or reduction in the proportion that the liability of OPTIMUM RE bore to the total liability under the policy immediately prior to such increase or reduction.

10.5. Payment

On death claims, OPTIMUM RE will pay its share in a lump sum to THE COMPANY without regard to the form of claim settlement. OPTIMUM RE is not responsible for usual claim expenses that THE COMPANY incurs in claim settlement such as compensation of employees and routine investigative expenses.

10.6. Contest

THE COMPANY will advise OPTIMUM RE of its intention to contest, compromise or litigate a claim or rescind a contract involving reinsurance. If, after reviewing the complete file, OPTIMUM RE agrees in writing with THE COMPANY's intention, then OPTIMUM RE agrees to pay a share of the expenses incurred by THE COMPANY in contesting or investigating a claim on a reinsured policy or in rescinding a reinsured policy, in proportion to the respective liabilities of OPTIMUM RE and THE COMPANY. Compensation of officers and employees of THE COMPANY is not deemed a claim expense.

If OPTIMUM RE declines to be a party to a claim contest, OPTIMUM RE will discharge any and all liability by payment of its full share of the claim to THE COMPANY according to the terms and conditions of this Agreement.

10.7. Punitive Damages

OPTIMUM RE will not participate in punitive, compensatory or statutory damages or penalties which are awarded against THE COMPANY as a result of an act, omission or course of conduct committed solely by THE COMPANY in connection with the insurance reinsured under this Agreement.

ARTICLE 11 — ARBITRATION

11.1. Principle

The parties express their formal intention to resolve any differences arising from the interpretation or execution of this Agreement in accordance with equity and usage rather than according to strict legal rules. Any difference that cannot be resolved by the parties shall be submitted to arbitration by written notice sent by one party to the other. The location for arbitration shall be Dallas, Texas.

11.2. Arbitrators

There shall be three disinterested arbitrators who shall be officers or retired officers of Life insurance or reinsurance companies other than the parties to the Agreement or their subsidiaries. The arbitrators shall be disinterested parties and cannot be jurists, present or former employees of one of the parties or their affiliate or therefore related to the management of one of the parties or their affiliates. Each of the parties shall appoint one of the arbitrators and these two arbitrators shall select the third. In the event that either party should fail to choose an arbitrator within thirty days after the other party has given notice of its arbitrator appointment, that party may choose two arbitrators who shall in turn choose a third arbitrator before entering arbitration.

Any arbitrator who does not perform his duties, or resigns, will be replaced by the party who originally selected that arbitrator.

11.3. Matters In Dispute

The parties will state together or separately the subjects in dispute and submit them in writing to the arbitrators along with the necessary documents.

11.4. Procedures

The arbitrators must themselves establish the procedure to be followed: they are exempt from any judicial formality or rule. They can adjudicate and are empowered to act as mediators. They shall decide how the arbitration costs are apportioned.

11.5. Decision

The award rendered by the majority, must be in writing, give the reasons for the decision and be signed by each arbitrator. The parties agree to abide by the decision rendered and to consider the award as final and binding on both parties.

11.6. Applicable Laws

Should there be improprieties in the arbitration process or if one of the parties objects to the implementation of the arbitration process, the laws of the State of Texas shall then apply.

ARTICLE 12 - INSOLVENCY

12.1. Payment of Claims

In the event of insolvency of THE COMPANY, all claims under this Agreement will be paid by OPTIMUM RE directly to THE COMPANY, its liquidator, receiver or statutory successor. OPTIMUM RE's share of claims will be paid without diminution because of the insolvency of THE COMPANY, provided that all reinsurance premiums have been duly paid and subject to Article 12.4.

OPTIMUM RE shall be liable only for the claims actually paid by THE COMPANY to the insured or its beneficiary on amounts reinsured and shall not be or become liable for any amounts or reserves to be held by THE COMPANY on policies reinsured under this Agreement.

12.2. Notice to OPTIMUM RE

In the event of the insolvency of THE COMPANY, the liquidator, receiver, or statutory successor of THE COMPANY will give written notice of a pending claim against THE COMPANY on any policy reinsured, within a reasonable time after the claim is filed in the insolvency proceedings. While the claim is pending, OPTIMUM RE may investigate and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defenses which it may deem available to THE COMPANY or its liquidator, receiver, or statutory successor.

12.3. Expenses

The expenses incurred by OPTIMUM RE will be charged, subject to court approval, against THE COMPANY as expenses of liquidation to the extent of a proportionate share of the benefit which accrues to THE COMPANY as a result of the defenses undertaken by OPTIMUM RE. Where two or more reinsurers are involved and a majority in interest elects to defend a claim, the expenses will be apportioned in accordance with the terms of the reinsurance agreements as if the expenses had been incurred by THE COMPANY.

12.4. Right to Offset

In the event of the insolvency of either OPTIMUM RE or THE COMPANY, any amounts owed by OPTIMUM RE to THE COMPANY and by THE COMPANY to OPTIMUM RE with respect to this and all other Reinsurance Agreements between OPTIMUM RE and THE COMPANY, shall be offset against each other with the balance to be paid by the appropriate party.

ARTICLE 13 - DEFERRED ACQUISITION COST TAX

THE COMPANY and OPTIMUM RE mutually agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992 of the Internal Revenue Code of 1986.

1.   The Party with net positive consideration for the Agreement(s) for each taxable year shall compute specified policy acquisition expenses without regard to the general deductions limitation of Section 848(c)(1).

2.   THE COMPANY and OPTIMUM RE agree to exchange information pertaining to the amount of net consideration as determined for all reinsurance agreements in force between them to ensure consistency or as may otherwise be required by the Internal Revenue Service.

3.   THE COMPANY will submit a schedule to OPTIMUM RE by May 1st of its calculation of the net consideration for the preceding calendar year. This calculation shall be accompanied by a statement signed by an officer of THE COMPANY stating that THE COMPANY will report such net consideration in its tax return for the preceding calendar year.

4.   OPTIMUM RE shall advise THE COMPANY if it disagrees with the amounts provided and OPTIMUM RE and THE COMPANY agree to amicably resolve any difference. The amounts provided by THE COMPANY shall be presumed correct if it does not receive a response from OPTIMUM RE at the latest 30 days after receipt by OPTIMUM RE of these amounts or by May 30th of the current year.

ARTICLE 14 — EXECUTION

14.1. Duration

This Agreement will be effective on and after April 1, 2013. It is unlimited in duration but may be amended by mutual consent of THE COMPANY and OPTIMUM RE. It may be terminated as to new reinsurance by either party giving a 90-day written notice to the other. Termination as to new reinsurance does not affect existing reinsurance that will remain in force until termination of THE COMPANY's policy.

14.2. Parties to the Agreement

This is an agreement solely between THE COMPANY and OPTIMUM RE. There will be no legal relationship between OPTIMUM RE and any person having an interest of any kind in any of THE COMPANY's insurance, or between OPTIMUM RE and any other reinsurer, or between OPTIMUM RE and any other third party.

14.3. Written Agreement

A.      Entirety

This Agreement shall constitute the entire agreement between THE COMPANY and OPTIMUM RE with respect to the business reinsured hereunder. There are no understandings between THE COMPANY and OPTIMUM RE other than as expressed in this Agreement.

B.      Amendments

Any change or modification to the Agreement shall be null and void unless made by amendment to the Agreement and signed by both parties.

C.      Waiver

A waiver of any provision(s) of this Agreement shall constitute a waiver only with respect to the particular circumstance for which it is given and not a waiver for any future circumstances.

D.      Severability

If any section or provision of this Agreement is determined to be invalid or unenforceable, such determination will not impact or affect the validity or the enforceability of the remaining sections or provisions of this Agreement.

14.4. Change of Control/Assignment

Neither THE COMPANY nor its liquidator, receiver, or statutory successor will, without the prior written consent of OPTIMUM RE, sell, assign, transfer, or otherwise dispose of this Agreement, or any interest in this Agreement, by voluntary or involuntary act.

14.5. Compliance

THE COMPANY represents that to the best of its knowledge and belief it is, and shall use its best efforts to continue to be, in substantial compliance in all material respects with all laws, regulations, and judicial and administrative orders applicable to the business reinsured under this Agreement, including but not limited to, privacy laws and the maintenance of an effective anti-money laundering policy, (collectively, the "Law"). Neither THE COMPANY nor OPTIMUM RE shall be required to take any action under this Agreement that would result in it being in violation of the Law, which shall include requirements enforced by the U.S. Treasury Department Office of Foreign Assets Control and Terrorist Financing Act. THE COMPANY and OPTIMUM RE acknowledge and agree that a claim under this Agreement is not payable if payment would cause OPTIMUM RE to be in violation of the Law. Should either party discover a reinsurance payment has been made in violation of the Law, it shall notify the other party and the parties shall cooperate in order to take all necessary corrective actions.

14.6. Signatures

In witness of the above, this Amendment is signed in duplicate on the dates indicated.

In witness of the above, this Amendment is signed in duplicate

FOR:           US ALLIANCE LIFE AND SECURITY COMPANY

BY: /s/ Jack H. Brier                                                                DATE: 12/23/2013

Name: Jack H. Brier                                                                 TITLE: President

BY: /s/ Jeff Brown                                                                   DATE: 12/23/2013

Name: Jeff Brown                                                                   TITLE: EVP & COO

FOR:           OPTIMUM RE INSURANCE COMPANY

BY: /s/ Sebastien Blondeau                                                   DATE: 9/27/2013

Name: Sebastien Blondeau                                                    TITLE: President & CEO

BY: /s/ Serge Goulet                                                                DATE: 9/27/2013

Name: Serge Goulet                                                                TITLE: Managing Director

[Schedules omitted]

EX-10.5

EXHIBIT 10.5

BULK REINSURANCE AGREEMENT

NUMBER : 2541-13AB15

between

US ALLIANCE LIFE AND SECURITY COMPANY

4123 SW Gage Center Drive, Suite 240

Topeka, KS 66604

(The Ceding Company)

and

OPTIMUM RE INSURANCE COMPANY

1345 River Bend Drive, Suite 100

Dallas, TX 75247

(The Reinsurer)

Respecting individual Accidental Death Benefit Policies and Riders described in SCHEDULE B, issued by US ALLIANCE LIFE AND SECURITY COMPANY and reinsured on an Automatic Bulk basis from April 1, 2013.

TABLE OF CONTENTS

ARTICLE 1	BUSINESS COVERED - CAPACITY
ARTICLE 2	EXCLUSIONS FROM COVERAGE
ARTICLE 3	TERM OF AGREEMENT AND TERMINATION REQUIREMENTS
ARTICLE 4	CHANGES IN RETENTION AND RECAPTURE
ARTICLE 5	LOSS SETTLEMENT
ARTICLE 6	PREMIUMS
ARTICLE 7	ACCOUNTING
ARTICLE 8	ERRORS AND OMISSIONS
ARTICLE 9	ACCESS TO RECORDS
ARTICLE 10	REPORTING
ARTICLE 11	CONFIDENTIALITY
ARTICLE 12	INSOLVENCY
ARTICLE 13	ARBITRATION
ARTICLE 14	DEFERRED ACQUISITION COST TAX
ARTICLE 15	EXECUTION

* * * * * * * * * * * * * *

SCHEDULES

SCHEDULE A	RETENTION AND REINSURANCE LIMITS
SCHEDULE B	POLICY FORM #ADB
SCHEDULE C	BULK BILLING FORM

By this Agreement, US ALLIANCE LIFE AND SECURITY COMPANY, a corporation organized under the laws of the State of Kansas, hereinafter referred to as "THE COMPANY", and OPTIMUM RE INSURANCE COMPANY, a corporation organized under the laws of the State of Texas, hereinafter referred to as "OPTIMUM RE", mutually agree to reinsure on the following terms and conditions.

ARTICLE 1 - BUSINESS COVERED - CAPACITY

This Agreement applies to the reinsurance of individual Accidental Death Benefit (ADB) Policies and Riders specified in SCHEDULE B and issued by THE COMPANY and dated April 1, 2013, or later.

OPTIMUM RE will automatically assume all risks above THE COMPANY'S retention as specified in SCHEDULE A, but not to exceed the maximum issue limit of reinsurance per life as specified in SCHEDULE A. No automatic coverage will be accepted if the total ADB coverage in-force and applied for in all companies exceeds the maximum participation limit as specified in SCHEDULE A.

ARTICLE 2 - EXCLUSION FROM COVERAGE

This Agreement specifically excludes hereunder, losses not covered under the written terms and conditions of THE COMPANY'S policies. Also excluded is coverage over attained age 70. Furthermore, all group coverage and business sold through worksites shall be excluded under this Agreement.

ARTICLE 3 - TERM OF AGREEMENT & TERMINATION REQUIREMENTS

This Agreement shall take effect on April 1, 2013, and shall apply to business covered hereunder. The first Agreement Year shall be April 1, 2013 through December 31, 2013. Agreement years will run from January 1st through December 31st thereafter.

Termination of the Agreement may occur on any December 31st by either party giving the other party sixty (60) days' prior written notice, subject to the conditions of Article 4 being met.

ARTICLE 4 - CHANGES IN RETENTION AND RECAPTURE

At the beginning of each Agreement year, THE COMPANY will have the right to adjust its retention on all business (in force and new business) by giving 60 days prior written notice to OPTIMUM RE. Reductions in retention are subject to OPTIMUM RE's approval.

Recapture due to an increase in retention or termination applying to in-force business under this Agreement, is subject to OPTIMUM RE's approval when claims from inception exceed premiums from inception.

ARTICLE 5 - LOSS SETTLEMENT

5.1. Liability

OPTIMUM RE will be liable to THE COMPANY for the benefits reinsured hereunder to the same extent as THE COMPANY is liable to the insured for such benefits, and all reinsurance will be subject to the terms and conditions of the policy under which THE COMPANY is liable. OPTIMUM RE will also be liable for its proportionate share of interest on claim payments at the usual interest rate allowed by THE COMPANY.

5.2. Notice

In the event of a claim for which reinsurance coverage is provided hereunder, THE COMPANY shall promptly notify OPTIMUM RE upon receipt of information regarding such claim. THE COMPANY shall submit to OPTIMUM RE a written request for claim payment, including the following information:

1.   Name of the policyholder

2.   The claimant's name

3.   Date of claim

4.   Claim papers relating to the claim including Certificate of Death

5.   Amount of ADB insurance issued by THE COMPANY and the amount of ADB reinsurance for which the claim is being submitted.

5.3. Authorization for Payment

On all claims involving reinsurance, THE COMPANY must obtain OPTIMUM RE's non-binding opinion regarding the reinsurance liability prior to acknowledgment of its liability to the claimant.

5.4. Payment

On death claims, OPTIMUM RE will pay its share in a lump sum to THE COMPANY without regard to the form of claim settlement. OPTIMUM RE is not responsible for usual claim expenses that THE COMPANY incurs in claim settlement such as compensation of employees and routine investigative expenses.

5.5. Contest

THE COMPANY will advise OPTIMUM RE of its intention to contest, compromise or litigate a claim or rescind a contract involving reinsurance. If, after reviewing the complete file, OPTIMUM RE agrees in writing with THE COMPANY's intention, then OPTIMUM RE agrees to pay a share of the expenses incurred by THE COMPANY in contesting or investigating a claim on a reinsured policy or in rescinding a reinsured policy, in proportion to the respective liabilities of OPTIMUM RE and THE COMPANY. Compensation of officers and employees of THE COMPANY is not deemed a claim expense.

If OPTIMUM RE declines to be a party to a claim contest, OPTIMUM RE will discharge any and all liability by payment of its full share of the claim to THE COMPANY according to the terms and conditions of this Agreement.

5.6. Punitive Damages

OPTIMUM RE will not participate in punitive, compensatory, or statutory damages or penalties which are awarded against THE COMPANY as a result of an act, omission or course of conduct committed solely by THE COMPANY in connection with the insurance reinsured under this Agreement.

ARTICLE 6 - PREMIUMS

As premiums for the reinsurance provided hereunder, THE COMPANY shall pay annually to OPTIMUM RE the rate set forth:

Coverage                                                               Annual Premiums per $1,000

Accidental Death Benefit                                                       $0.68

No allowances or premium taxes are payable by OPTIMUM RE to THE COMPANY.

These are non-guaranteed annually renewable premiums. They are set for the period between the effective date of the Agreement and the following December 31st. These premiums renew automatically for a period of one year at every January 1st unless a 30-day written notice of a change in the annual premiums has been given to THE COMPANY.

It is agreed that the business reinsured hereunder shall be on a non-refunding basis and shall not be subject to an experience refund.

ARTICLE 7 - ACCOUNTING

Within 30 days at the end of the first Agreement year and for each and every successive Agreement year, THE COMPANY will submit to OPTIMUM RE a listing of ADB benefit coverages in-force as of December 31st and will remit annual reinsurance premiums for the coming year based on that in-force.

Included with this premium payment will be an adjustment for the previous year's increase or decrease in the amount in-force, as per SCHEDULE C. New issues and amount increases during the previous year will be charged the annual reinsurance rate multiplied by one-half. Lapses and amount decreases will be credited the annual rate multiplied by one-half. The adjustment to the first Agreement year will be prorated based upon the number of days from the effective date until December 31st of that year, divided by 365.

The net balance is due to OPTIMUM RE with the bulk listing. If a balance is due THE COMPANY, OPTIMUM RE will remit payment within 30 days of receipt of listing.

The payment of premium shall be a condition precedent to the liability of OPTIMUM RE under this Agreement. If any premium remains unpaid for more than 60 days after the due date, OPTIMUM RE may send to THE COMPANY a formal demand for immediate payment. If THE COMPANY does not comply with this demand within 15 days, then OPTIMUM RE may cancel this Agreement for non-payment of premiums; however, any unpaid premium to the termination date would be due with interest.

Should this Agreement be terminated, within 30 days of such termination, a final in force listing as of the termination date, reflecting increases and/or decreases for the year just past, shall be submitted by THE COMPANY to OPTIMUM RE so that a pro rata adjustment may be calculated for an accurate final premium settlement.

In the event this Agreement is terminated, OPTIMUM RE shall continue to be liable to THE COMPANY for the portion of loss on reinsurance claims for ADB that occurred prior to the termination date, whether or not such claims have been reported to THE COMPANY.

ARTICLE 8 - ERRORS AND OMISSIONS

It is expressly understood and agreed that if failure to comply with any terms of this Agreement is shown to be unintentional and the result of administrative errors or omissions, on the part of either THE COMPANY or OPTIMUM RE, both THE COMPANY and OPTIMUM RE shall be restored to the position they would have occupied had no such error or omission occurred. It is understood, however, that THE COMPANY shall be liable for amounts not reported for reinsurance due to the practice of consciously performing a limited alpha index search on their applications. This article shall not be construed to initiate OPTIMUM RE's liability if any conditions of Article 10 are not met.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by THE COMPANY to its insured. Any negligent or deliberate acts or omissions by THE COMPANY regarding the insurance provided, are the responsibility of THE COMPANY and its liability insurer, if any, but not that of OPTIMUM RE.

Furthermore, the deviating party will undertake to identify, through a prudent review of its records, all other errors and omissions of the same or similar category and correct them within a mutually negotiated time frame.

If seven (7) years have elapsed since the error or oversight occurred, there will not be rectification as above, unless both OPTIMUM RE and THE COMPANY agree to such rectification.

ARTICLE 9 - ACCESS TO RECORDS

OPTIMUM RE shall have the right to inspect, make copies of, or reproduce, at any reasonable time, at the office of THE COMPANY, all books and documents relating to reinsurance under this Agreement.

ARTICLE 10 — REPORTING

THE COMPANY shall promptly report all transactions to OPTIMUM RE. In particular, but not limited to, new business and terminations.

Should THE COMPANY encounter, or expect to encounter, delays in reporting its business; it shall promptly:

1.   Notify OPTIMUM RE of the situation; and

2.   Present OPTIMUM RE with a plan of action to correct the situation, including a time frame to solve the problem.

OPTIMUM RE, upon receipt of the above, may request that THE COMPANY:

1.   Make modifications to the plan;

2.   Pay estimated premiums for the duration of the reporting problem; and/or

3.   Report larger individual exposures manually, until the situation is resolved.

In any case where the above is not met, or if the plan is not accepted by both OPTIMUM RE and THE COMPANY, or when the plan is not adhered to; OPTIMUM RE reserves the right to deny liability on claims or limit refunds of reinsurance premiums.

ARTICLE 11 — CONFIDENTIALITY

THE COMPANY and OPTIMUM RE agree that Customer and Proprietary Information will be treated as confidential. Customer Information includes, but is not limited to, medical, financial, and other personal information about proposed, current, and former policy owners, insureds, applicants, and beneficiaries of policies issued by THE COMPANY. Proprietary Information includes, but is not limited to, business plans and trade secrets, mortality and lapse studies, underwriting manuals and guidelines, applications and contract forms. Furthermore, the specific terms and conditions of this Agreement, cannot be disclosed to any other party for competitive use, unless prior written approval is obtained.

Customer and Proprietary Information will not include information that:

a.   is or becomes available to the general public through no fault of the party receiving the Customer or Proprietary Information (the "Recipient");

b.   is independently developed by the Recipient;

c.   is acquired by the Recipient from a third party not covered by a confidentiality agreement; or

d.   is disclosed under a court order, law or regulation.

The parties will not disclose such information to any other parties unless agreed to in writing, except as necessary for retrocession purposes, as requested by external auditors, as required by court order, or as required or allowed by law or regulation.

THE COMPANY acknowledges that OPTIMUM RE can aggregate data with other companies reinsured with OPTIMUM RE as long as the data cannot be identified as belonging to THE COMPANY.

ARTICLE 12 - INSOLVENCY

12.1. Payment of Claims

In the event of insolvency of THE COMPANY, all claims under this Agreement will be paid by OPTIMUM RE directly to THE COMPANY, its liquidator, receiver or statutory successor. OPTIMUM RE's share of claims will be paid without diminution because of the insolvency of THE COMPANY, provided that all reinsurance premiums have been duly paid and subject to Article 12.4.

OPTIMUM RE shall be liable only for the claims actually paid by THE COMPANY to the insured or its beneficiary on amounts reinsured and shall not be or become liable for any amounts or reserves to be held by THE COMPANY on policies reinsured under this Agreement.

12.2. Notice to OPTIMUM RE

In the event of the insolvency of THE COMPANY, the liquidator, receiver, or statutory successor of THE COMPANY will give written notice of a pending claim against THE COMPANY on any policy reinsured, within a reasonable time after the claim is filed in the insolvency proceedings. While the claim is pending, OPTIMUM RE may investigate and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defenses which it may deem available to THE COMPANY or its liquidator, receiver, or statutory successor.

12.3. Expenses

The expenses incurred by OPTIMUM RE will be charged, subject to court approval, against THE COMPANY as expenses of liquidation to the extent of a proportionate share of the benefit which accrues to THE COMPANY as a result of the defenses undertaken by OPTIMUM RE. Where two or more reinsurers are involved and a majority in interest elects to defend a claim, the expenses will be apportioned in accordance with the terms of the reinsurance agreements as if the expenses had been incurred by THE COMPANY.

12.4. Right to Offset

In the event of the insolvency of either OPTIMUM RE or THE COMPANY, any amounts owed by OPTIMUM RE to THE COMPANY and by THE COMPANY to OPTIMUM RE with respect to this and all other Agreements between OPTIMUM RE and THE COMPANY, shall be offset against each other with the balance to be paid by the appropriate party.

ARTICLE 13 - ARBITRATION

13.1. Principle

The parties express their formal intention to resolve any differences arising from the interpretation or execution of this Agreement in accordance with equity and usage rather than according to strict legal rules. Any difference that cannot be resolved by the parties shall be submitted to arbitration by written notice sent by one party to the other. The location for arbitration shall be in Dallas, Texas.

13.2. Arbitrators

There shall be three arbitrators who shall be officers or retired officers of life insurance or reinsurance companies other than the parties to the Agreement or their subsidiaries. Ex-officers of either parties or their subsidiaries will also not be candidates. Each of the parties shall appoint one of the arbitrators and these two arbitrators shall select the third. In the event that either party should fail to choose an arbitrator within thirty days after the other party has given notice of its arbitrator appointment, that party may choose two arbitrators who shall in turn choose a third arbitrator before entering arbitration.

Any arbitrator who does not perform his or her duties, or resigns, will be replaced by the party who originally selected that arbitrator.

13.3. Matters In Dispute

The parties will state together or separately the subjects in dispute and submit them in writing to the arbitrators along with the necessary documents.

13.4. Procedures

The arbitrators must themselves establish the procedure to be followed: they are exempt from any judicial formality or rule. They can adjudicate and are empowered to act as mediators. They shall decide how the arbitration costs are apportioned.

13.5. Decision

The award rendered by the majority, must be in writing, give the reasons for the decision and be signed by each arbitrator. The parties agree to abide by the decision rendered and to consider the award as final and binding.

13.6. Applicable Laws

Should there be improprieties in the arbitration process or if one of the parties objects to the implementation of the arbitration process, the laws of the State of Texas shall then apply.

ARTICLE 14 - DEFERRED ACQUISITION COST TAX

THE COMPANY and OPTIMUM RE mutually agree to the following pursuant to

Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29,

1992 of the Internal Revenue Code of 1986.

1.   The Party with net positive consideration for the Agreement(s) for each taxable year shall compute specified policy acquisition expenses without regard to the general deductions limitation of Section 848(c)(1).

2.   THE COMPANY and OPTIMUM RE agree to exchange information pertaining to the amount of net consideration as determined for all reinsurance agreements in force between them to ensure consistency or as may otherwise be required by the Internal Revenue Service.

3.   THE COMPANY will submit a schedule to OPTIMUM RE by June 1st of its calculation of the net consideration for the preceding calendar year. This calculation shall be accompanied by a statement signed by an officer of THE COMPANY stating that THE COMPANY will report such net consideration in its tax return for the preceding calendar year.

4.   OPTIMUM RE shall advise THE COMPANY if it disagrees with the amounts provided and OPTIMUM RE and THE COMPANY agree to amicably resolve any difference. The amounts provided by THE COMPANY shall be presumed correct if it does not receive a response from OPTIMUM RE at the latest 30 days after receipt by OPTIMUM RE of these amounts or by May 30th of the current year.

ARTICLE 15 - EXECUTION

15.1. Duration

This Agreement will be effective on April 1, 2013. It may be amended by mutual consent of THE COMPANY and OPTIMUM RE at any year-end or terminated in accordance with Article 3 and Article 4.

15.2. Parties to the Agreement

This is an agreement solely between THE COMPANY and OPTIMUM RE. There will be no legal relationship between OPTIMUM RE and any person having an interest of any kind in any of THE COMPANY's insurance, or between OPTIMUM RE and any other reinsurer, or between OPTIMUM RE and any other third party.

15.3. Written Agreement

A.       Entirety

This Agreement shall constitute the entire agreement between THE COMPANY and OPTIMUM RE with respect to the business reinsured hereunder. There are no understandings between THE COMPANY and OPTIMUM RE other than as expressed in this Agreement.

B.       Amendments

Any change or modification to the Agreement shall be null and void unless made by amendment to the Agreement and signed by both parties.

C.       Waiver

A waiver of any provision(s) of this Agreement shall constitute a waiver only with respect to the particular circumstance for which it is given and not a waiver for any future circumstances.

D.       Severability

If any section or provision of this Agreement is determined to be invalid or unenforceable, such determination will not impact or affect the validity or the enforceability of the remaining sections or provisions of this Agreement.

15.4. Change of Control/Assignment

Neither THE COMPANY nor its liquidator, receiver, or statutory successor will, without the prior written consent of OPTIMUM RE, sell, assign, transfer, or otherwise dispose of this Agreement, or any interest in this Agreement, by voluntary or involuntary act.

15.5. Compliance

THE COMPANY represents that to the best of its knowledge and belief it is, and shall use its best efforts to continue to be, in substantial compliance in all material respects with all laws, regulations, and judicial and administrative orders applicable to the business reinsured under this Agreement, including but not limited to, privacy laws and the maintenance of an effective anti-money laundering policy, (collectively, the "Law"). Neither THE COMPANY nor OPTIMUM RE shall be required to take any action under this Agreement that would result in it being in violation of the Law, which shall include requirements enforced by the U.S. Treasury Department Office of Foreign Assets Control and Terrorist Financing Act. THE COMPANY and OPTIMUM RE acknowledge and agree that a claim under this Agreement is not payable if payment would cause OPTIMUM RE to be in violation of the Law. Should either party discover a reinsurance payment has been made in violation of the Law, it shall notify the other party and the parties shall cooperate in order to take all necessary corrective actions.

15.6. Signatures

In witness of the above, this Amendment is signed in duplicate

FOR:    US ALLIANCE LIFE AND SECURITY COMPANY

BY: /s/ Jack H. BrierDATE: 12/23/2013

Name: Jack H. BrierTITLE: President

BY: /s/ Jeff BrownDATE: 12/23/2013

Name: Jeff BrownTITLE: EVP & COO

FOR:    OPTIMUM RE INSURANCE COMPANY

BY: /s/ Sebastien BlondeauDATE: 9/27/2013

Name: Sebastien BlondeauTITLE: President & CEO

BY: /s/ Serge GouletDATE: 9/27/2013

Name: Serge GouletTITLE: Managing Director

SCHEDULE A

RETENTION AND REINSURANCE LIMITS

US ALLIANCE LIFE AND SECURITY COMPANY

	ADB
THE COMPANY's Retention
Per Life	$0
Maximum Issue Limit
Per Life	$300,000
Maximum Participation Limit
Per Life	$300,000
Maximum Amount Reinsured
Per Life	$300,000
Portion of Alphabet
Reinsured by OPTIMUM RE	A - Z

SCHEDULE B

POLICY FORM #ADB

USALLIANCE

_________________________________________________________________________________________________________________________________________________

US Alliance Life and Security Company

PO Box 4026

Topeka, KS 66604

ACCIDENTAL DEATH BENEFITS RIDER

US Alliance Life and Security Company has issued this Rider as a part of the Policy to which it is attached, provided the benefit is listed on the Policy Schedule page.

This Rider has no cash value. All terms of the Policy which are not inconsistent with this Rider apply to this Rider.

ACCIDENTAL DEATH BENEFIT

If the Insured dies of Accidental Injury the Company will pay the Accidental Death Benefit shown on a Policy Schedule page to the Beneficiary. The Company will pay such a benefit in addition to the Death Benefit payable under the Policy, if the Insured's death:

1.     Was caused directly by an Accidental Injury, independent of all other causes;

2.     Occurred within 180 days from the date of the Accidental Injury;

3.     Occurred prior b the Accidental Death Benefit Expiry Date shown on a Policy Schedule page; and

4.     Is not excluded or limited as listed in the Accident Death Benefits Exclusions and Limitations provision.

DEFINITIONS

Accidental Death Benefit is the amount the Company pay under the terms of this Rider.

Accidental Injury means an accidental bodily injury sustained by the Insured which is a direct result of an accident, independent of disease, bodily or mental illness, infirmity, or any other cause, which occurs while this Rider is in force.

Act of War means any act particular to military, naval or air operations in time of War.

War means including, but not limited to, declared war and armed aggression by one or more countries resisted on orders of any other country, combination of countries or international organization.

ACCIDENTAL DEATH BENEFIT EXCLUSIONS AND LIMITATIONS

The Company will not pay an Accidental Death Benefit if the Insured's death results from, or is materially contributed to by, any of the following:

1     Death caused or contributed to by disease or infirmity of mind or body, or medical or surgical treatment for such disease or infirmity;

2.    An infection not occurring as a direct result or consequence of the accidental bodily injury;

3.    Death caused or contributed to by any attempt at suicide, or intentionally self-inflicted injury, while sane or insane;

4.    Death caused or contributed to by travel in or descent from an aircraft, if the insured acted in a capacity other than as a passenger;

5.    Death caused or contributed to by travel in an aircraft or device used for testing or experimental purposes, used by or for any military authority, used for travel beyond the earth's atmosphere;

6.    Death caused or contributed to by "War" or "Act of War;

7.    Death caused or contributed to by active participation in a riot, insurrection or terrorist activity;

8.    Death occurring while the proposed insured is incarcerated;

ACCIDENTAL DEATH BENEFIT EXCLUSIONS AND LIMITATIONS Continued

9.    Death caused or contributed to by committing or attempting to commit a felony;

10.  Death caused or materially contributed to by voluntary intake or use by any means of:

(a) Any drug, unless prescribed or administered by a physician and taken in accordance with the physician's instructions, or;

11.  Death caused or contributed to by intoxication as defined by the jurisdiction where the accident occurred;

12.  Death caused or contributed to by riding or driving an air, land or water vehicle in a race, speed or endurance contest;

13.  Death occurring before the insured's first birthday;

14.  Death caused or contributed to by bungee jumping;

15.  Death caused or materially contributed to by participation in an illegal occupation or activity;

16.  Death caused or contributed to by rock or mountain climbing; and/or

17.  Death caused or contributed to by aeronautics (hang-gliding, skydiving, parachuting, ultralight, soaring, ballooning and parasailing).

TERMINATION OF ACCIDENTAL DEATH BENEFIT

This rider terminates the earlier of :

1.    The Accidental Death Benefit Expiry Date shown on a Policy Schedule page;

2.    The date the Policy is terminated for any reason, or is continued under a nonforfeiture option;

3.    The date of receipt of a written request from You for termination; or

4.    Subject to the Grace Period provisions, the date premiums for this Rider are not paid when due.

Termination will not prejudice the payment of benefits for any accident that occurred while this Rider was in force.

PAYMENT OF ACCIDENTAL DEATH BENEFIT

The Accidental Death Benefit will be paid as stated in the Payment of Death Benefit Provisions.

CONSIDERATION

This benefit is issued in consideration of the Application, a copy of which is attached to the Policy, and the

payment of the premium for this Rider as shown on the Policy Schedule page.

EFFECTIVE DATE

The effective date of this Rider will be the Policy Date, unless a later date is shown below.

Effective Date:

President

SCHEDULE C

BULK BILLING FORM

US ALLIANCE LIFE AND SECURITY COMPANY                                                                                               #2541-13AB15

ANNUAL BULK ACCIDENTAL DEATH BENEFIT REPORT

Optimum Re Insurance Company	ACCIDENTAL DEATH BENEFIT Rate per $1,000 $ 0.68 / Annual
I. In Force Dec 31, 2013 (Prior Year) In Force April 1, 2013 (Prior Year) Increase (Decrease) Premiums in Arrears
	$0.34
II. In Force Jan 01, 2014 (Current Year) Premiums in Advance
	$0.68
III. Premiums in Arrears Premiums in Advance TOTAL BY COVERAGE

GRAND TOTAL DUE:___________________________________

OPTIMUM RE____________________________________

COMPANY ____________________________________

EX-10.6

EXHIBIT 10.6

GROUP MEDICAL

REINSURANCE AGREEMENT

(hereinafter referred to as the "Agreement")

Made and entered into by

UNIFIED LIFE INSURANCE COMPANY

Dallas, Texas

(hereinafter referred to as the "Company")

and

US ALLIANCE LIFE AND SECURITY COMPANY

Topeka, Kansas

(hereinafter referred to as the "Reinsurer")

EFFECTIVE DATE: January 1, 2013

ARTICLE I-PARTIES TO AGREEMENT

This Agreement is solely between the Company and the Reinsurer and the performance of obligations of each party under this Agreement shall be rendered solely to the other party. In no instances shall anyone other than the Company or the Reinsures have any rights under this Agreement.

This Agreement shall he binding upon the parties, their heirs, and successors, if any.

ARTICLE H- BASIS OF REINSURANCE

On and after the effective date of this Agreement, the Company shall cede and the Reinsurer shall accept as reinsurance from the Company, the quota share percentage of the Company's gross liability as stated in Schedule A, under any and all policies, certificates, binders, contracts or agreements of insurance, hereinafter referred to as "Policy(ies)", for issued or renewed business as identified in the attached Schedule A.

Unified Life Insurance Company will be responsible for underwriting and administering the business covered by this Agreement. The Company may delegate any and all duties of underwriting and/or administration as it sees fit, without consulting or getting the approval of the Reinsurer.

The Reinsurer has agreed to all Policy forms, underwriting guidelines and rates as respects to all Policies reinsured hereunder.

The liability of the Reinsurer shall begin simultaneously with that of the Company as stated in the commencement and Termination Article.

ARTICLE III- EXCLUSIONS

This Agreement does not apply to and specifically excludes:

1. Exclusions in the Policy form(s), copies of which will be on file with Reinsurer.

ARTICLE IV- COMMENCEMENT AND TERMINATION

The Effective Date of this Agreement shall be 12:01 am "Local" Standard Time on January I , 2013 with respect to Losses on Policies and risks attaching as stated in Schedule A. This Agreement shall be unlimited as to duration.

The first Agreement Year shall be defined as January I, 2013, to December 31, 2013, both days inclusive. Subsequent Agreement Years shall be defined as January 1 to December 31, both days inclusive.

This Agreement may be unilaterally terminated midnight, December 31, 2013, or any midnight December 31, thereafter by either party giving the other at least one hundred Twenty (120) days prior written notice. During any such period of notice, the Reinsurer will remain bound by the terms of this Agreement.

Unless otherwise mutually agreed, the Reinsurer shall remain liable for all Losses under all Policies in force at termination of this Agreement, including those written or renewed by the Company after receipt of notice of cancellation but prior to termination, and shall remain liable until the next annual anniversary, natural expiration or cancellation of each Policy, whichever occurs first on or after the date of termination.

Notwithstanding other provisions of this Agreement, in the event the Policies are written in a jurisdiction where cancellation, renewal, or nonrenewal is regulated by the insurance authorities, and the Company is bound to continue coverage by such regulations and statutes of said jurisdiction or by a judicial decision, the Reinsurer will remain liable on any such Policies in force.

Without in any way limiting any right or remedy either party may have, upon sixty (60) days prior writer notice at any time, either party may terminate this Agreement for any breach of the terms or conditions of this Agreement. However, termination shall not occur and notice will be withdrawn if, within the notice period the breach has been cured to the complete satisfaction of the party giving such notice as indicated in a subsequent writing by the party giving such notice.

Every notice of termination shall be given by the party requesting cancellation via certified letter or nationally recognized overnight delivery service addressed to the other party to this Agreement pursuant to the Notices Article.

ARTICLE V-SPECIAL TERMINATION

Notwithstanding anything to the contrary in this Agreement, the Company may terminate this Agreement at any time by giving the Reinsurer ten (10) days prior written notice in the event the Reinsurer has:

1.   ceased underwriting operations; or

2.   been ordered by a state insurance department or a court of competent jurisdiction to cease writing business or is being placed under regulatory supervision; or

3.   become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary) by a court of competent jurisdiction, or, pursuant to law, there has been instituted against them proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or

4.   over any period the RBC Ratio drops below 300% where the RBC Ratio is the ratio of(1) the Authorized Control Level Risk-Based Capital as calculated in the Five Year

Historical Data of National Association of Insurance Commissioners' Annual Statement Blank to (2) the Total Adjusted Capital as calculated in the Five Year Historical Data of the National Association of Insurance Commissioners' Annual Statement Blank; or

5.   been acquired or merged with another entity or individual(s) not controlling the Reinsurer's operation at the inception of this Agreement; or

6.   reinsures its entire liability under this Agreement without the Company's prior written consent.

The Company shall not reinsure any portion of its retained share unless written permission is granted by the Reinsurer.

The liability of the Reinsurer for all Policies in force at the termination date hereunder shall continue as provided in the Commencement and Termination Article of this Agreement.

ARTICLE VI-DURATION OF REINSURANCE

If any Policy issued by the Company and covered by this Agreement is terminated, the reinsurance shall also be terminated with respect to such Policy, subject. however, the Reinsurer shall share in its quota share percentage of the Company's gross liability for all Losses incurred prior to termination.

Loss(es) shall include, but not be limited to, Claims, Loss Adjustment Expenses, and Extra Contractual Obligations.

ARTICLE VII- REPORTING, ACCOUNTING & PAYMENTS

The Company shall render to Reinsurer no later than thirty (30) days after the end of each month, a report or reports showing, at least, the following information for Policies, and the quota share percentage of the net amount due to or from the Reinsurer:

1.   The month being reported;

2.   Reinsurer's quota share percentage of Gross Premiums for the month by Policy;

3.   Less Reinsurer's quota share percentage of Losses paid during the month by Policy;

4.   Less the Company Fee as defined in attached Schedule A;

5.   Less any funds withheld, which are equal to the current statutory reserves;

6.   Less Reinsurer's quota share percentage of Ceding Allowance by Policy pursuant to Schedule A.

Any net amounts due to the Reinsurer shall be deposited by the Company in the Claims and Reserve Account. Any amounts clue to the Company from the Reinsurer shall be submitted within five (5) business clays following receipt and verification of the reports.

Gross Premium as used in this Agreement for all Policies shall be defined as the gross premium collected by the Company, less any return premiums and cancellations.

ARTICLE VIII- CLAIMS AND RESERVE ACCOUNT & CASH CALL

The Reinsurer agrees to allow a Claims and Reserve Account to be established and held by the Company for all Agreement Years combined, for its use in paying Losses and holding reserves for the Reinsurer for Policies subject to this Agreement. The Claims and Reserve Account shall be maintained, as specified below, by reducing or increasing the balance due as shown on the monthly reports.

The Reinsurer shall allow the Company to deduct from the first and subsequent monthly reports up to 100% of the net cash flow due to the Reinsurer (i.e. ceded Gross Premium, less Ceding Allowances and Company Fee, less paid Losses), up to a cumulative total of an amount equal to current ceded Reserve which is calculated by the Company at the end of each quarter. Reserve includes Claims reserve, Policy reserve, Deficiency reserve, and Loss Adjustment Expenses reserve, incurred but not reported loss reserve and Extra Contractual Obligations reserve. The Company can reassess the minimum required level of the Claims and Reserve Account.

At the end of each month, if the current estimated annual Reserve exceeds the balance in the Claims and Reserve Account, the Reinsurer will pay the Company the difference to be added to the Claims and Reserve Account or issue an acceptable Letter of Credit to the Company. Remittance to the Company will be made within five (5) business days from Reinsurer's receipt of written notice by the Company of such deficiency.

On February I, of each Agreement Year, if the current Reserve is less than the balance in the Claims and Reserve Account, the Company will pay the Reinsurer the difference, within five (5) business days from the Company's receipt of written notice from the Reinsurer and approval of such calculation.

The interest earned on the Claims and Reserve Account will be the allocated proportionately to each Party based on the quota share percentage in Schedule A.

The Parties acknowledge and agree that the amounts in the Claims and Reserve Account are vested in the Reinsurer and Company according to their quota share percentage in Schedule A and any balance in the Claims and Reserve Account shall be returned to the Parties within Twenty-Four (24) months after the Agreement terminates.

In the event the Claims and Reserve Account [if any] has a negative balance, is below the required amount specified in this Article or is depleted in any one month the Company may make an immediate cash call upon the Reinsurer. The Reinsurer agrees to make payment to the Company within (5) business days after the Reinsurer's receipt of the cash call, or by month end, whichever is sooner.

The Company may also make an immediate cash call upon the Reinsurer in the event the Company is presented with any single claim in excess of the then current balance of the Claims and Reserve Account, regardless of when the claim is presented to the Company. The Reinsurer agrees to make payment to the Company within seven (7) business days after the Reinsurer's receipt of the cash call.

ARTICLE V IX-CEDING ALLOWANCE AND COMPANY FEE

The Reinsurer shall allow a maximum Ceding Allowance and Company Fee as stated in the attached Schedule A.

The Company shall be entitled to deduct the Ceding Allowance and Company Fee from amounts due to Reinsurer.

Reinsurer and the Company shall share in all actual assessments charged by any state in proportion to each party's liability under this Agreement in addition to the stated Ceding Allowance in the attached Schedule A.

ARTICLE X-CURRENCY

All transactions under this Agreement shall be in United States dollars.

ARTICLE XI-CLAIM SETTLEMENTS

All Claims adjudicated and paid by the Company, provided they are in good faith and within the terms of this Agreement and within the terms and conditions of the Company's original Policies involved, shall be binding upon the Reinsurer who agrees to pay all amounts for which they may be liable promptly upon receipt of evidence furnished by the Company for the amount due or to be due. The Company is authorized to offset the Reinsurer's quota share percentage of Gross Premium less Ceding Allowances and Company Fee.

Claims shall mean the sum or sums (not including Loss Adjustment Expenses) paid or payable by the Company under the terms of the Policies reinsured hereunder. alter deduction of all recoveries.

The Reinsurer shall also be liable for its quota share percentage of Loss Adjustment Expenses incurred by the Company under Policies subject hereto. which are in addition to the maximum benefits as stated in the Policies. "Loss Adjustment Expenses" shall mean expenses which have been paid by the Company to assist in the management and mitigation of Claims paid, including expenses arising from the investigation. appraisal, adjustment. settlement or defense of such Claims paid under the policies reinsured hereunder, referral network fees, but not including office, administrative or overhead expenses of the Company, the Manager or any third party administrator of Claims hereunder or the salaries or expenses of their officials or other respective employees.

The Reinsurer shall have the right to participate in the adjustment of any Loss at their own expense or, subject to approval of the Company, initiate the adjustment of any Loss, again at their own expense.

ARTICLE XII-EXTRA CONTRACTUAL OBLIGATIONS

The Reinsurer shall participate in any loss in excess of policy limit, but otherwise within the terms of the Policy (hereinafter referred to as "loss in excess of policy limits") and any punitive or compensatory damages or statutory penalties or declaratory judgments (hereinafter referred to as "Extra Contractual Obligations"), which are awarded av,ainst the Company under the following circumstances:

The Company or its designated representative is required to notify the Reinsurer of any potential punitive or compensatory damages or statutory penalties or any impending

claim likely to involve loss in excess of the policy limit as soon as practicable and such notification shall include a suggested course of action or inaction for the Reinsurer to review.

Payment of any loss in excess of policy limits or Extra Contractual Obligations will be shared by the Company and the Reinsurer, without monetary limitation, in proportion to their respective liability under this Agreement.

For purposes of this provision, the following definitions shall apply:

1.   "Punitive damages" are those damages awarded as a penalty, the amount of which is not governed, nor fixed by statute.

2.   "Statutory penalties" are those amounts which are awarded as a penalty but fixed in amount by statute.

3.   "Compensatory damages" are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty or fixed in amount by statue.

An Extra Contractual Obligation shall be deemed to have occurred on the same date as the Loss covered or alleged to be covered under the Policy.

Notwithstanding anything stated herein, this Agreement shall not apply to any loss in excess of policy limits awarded or Extra Contractual Obligation incurred by the Company as a result of any fraudulent and/or criminal act by any officer, director, employee, or agent of the Company acting individually or collectively.

Recoveries from any form of insurance or reinsurance maintained by the Company against claims which are the subject matter of this Article shall inure to the benefit of the Company.

ARTICLE XIII -REINSURER SECURITY

If the Reinsurer does not qualify for full credit by the regulatory authorities having jurisdiction over the Company, the Reinsurer shall provide the Company with the following security for obligations under this Agreement:

1.   Clean, irrevocable and unconditional letters of credit issued and confirmed, if confirmation is required by the insurance regulatory authorities involved, by a bank or banks meeting the NAIC Securities Valuation Office credit standards for issuers ofletters of credit and acceptable to said insurance regulatory authorities; and/or

2.   Cash advances; and/or

3.   Funds withheld (to include the amount, ifany, held in the claims fund); and/or

4.   Any other security acceptable to the insurance regulatory authorities having jurisdiction over the Company's reserves.

With regard to funding in whole or in part by letters of credit, it is agreed that each letter of credit will be in a form acceptable to insurance regulatory authorities involved, will be issued for a term of at least one year and will include an "evergreen clause;" which automatically extends the term for at least one additional year at each expiration date unless written notice of non-renewal is given to the Company not less than sixty (60) days prior to said expiration date.

The Reinsurer and the Company further agree, notwithstanding anything to the contrary in this Agreement, that said letters of credit may be drawn upon by the Company or its successors in interest at any time, without diminution because of the insolvency of the Reinsurer or the separate Trust agreement:

(i)   To reimburse the Company for the Reinsurer's obligations, the payment of which is due under the terms of this Reinsurance Agreement and which had not been otherwise paid;

(ii)   To reimburse itself for the Reinsurer's share of any other amounts claimed to be due hereunder, unless paid in cash by the Reinsurer;

(iii)   To fund a cash account in an amount equal to the Reinsurer's obligations if said letter of credit has not been renewed or replaced by the Reinsurer 10 days prior to its expiration date. Such cash deposit shall be held in an interest bearing account separate from the Company's other assets and the interest thereon not in excess of the prime rate shall accrue to the benefit of the Reinsurer;

(iv)   To refund to the Reinsurer any sum in excess of the actual amount required to fund the Reinsurer's obligations if so requested by the Reinsurer.

In the event the amount drawn by the Company on any letter of credit is in excess of the actual amount determined to be due, the Company shall promptly return to the Reinsurer the excess amount so drawn.

The Company will report to the Reinsurer at the end of each quarter and after the end of each calendar year, the balance of credit needed by the Company to secure the Reinsurer's obligation as of the statement date. The Reinsurer shall, within (thirty) 30 days after receipt of such notice, secure delivery to the Company of an amendment to the letter of credit increasing the amount of credit necessary. If Reinsurer does not secure required amendment to the letter of credit, the Company may withhold monies due to the Reinsures until such amount plus the current letter of credit equals the required security by the Company.

The Reinsurer shall post a letter of credit for the benefit of the Company in the amount equal to the amount required in the Claims and Reserve Account to cover all reserves, including, but not limited to, claim reserves, deficit reserves, contract reserves, IBNR, and all other reserves required by any governmental entity, regulatory body and/or are required for the financial security of the Company. The Company shall provide documented evidence of the amount of security required.

Federal Excise Tax

The Reinsurer shall be responsible for payment of all Federal Excise Tax required under the Internal Revenue Code, to the extent premium under this Agreement is subject to Federal Excise Tax.

ARTICLE XIV- OFFSET

The Company and/or the Reinsurer shall have, and may exercise at its discretion at any time, the right to offset any balance or balances, whether on account of premiums, on account of Losses or any other justified claim for offset, due from one party to the other under the terms of this Agreement. However, in the event of the insolvency of any party to this Agreement, offset shall

only be allowed in accordance with the statutes and/or regulations of the state having jurisdiction over the insolvency.

ARTICLE XV- TERRITORY

The territorial limits of the Agreement shall be identical with those of the Company's Policies.

ARTICLE XVI-ERRORS AND OMISSIONS

Inadvertent delays, errors or omissions made in connection with this Agreement or any transaction hereunder shall not relieve either party from any liability which would have attached had such delay, error or omission not occurred, provided always that such delay, error or omission will be rectified as soon as possible after discovery.

ARTICLE XVII-ACCESS TO RECORDS

Both parties shall place at the disposal of the other for inspection, through its authorized representatives, at all reasonable times with reasonable notice under circumstances during the term of this Agreement and thereafter any records, books or documents kept by either party relating to or affecting the reinsurance provided hereunder and all Claims made in connection therewith.

ARTICLE XVIII- FEDERAL AND STATE MANDATE

In the event any provision of this Agreement is deemed by the Company to be in conflict with any federal or state regulations, statute or code, the provision in question will automatically be modified to be in compliance and any such modification will become part of the Agreement. The Company will notify the Reinsurer within ten (10) days of any such modifications.

ARTICLE XIX-NOTICES

All official notices, requests, and demands required hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class, nationally recognized overnight delivery service, or registered mail, return receipt requested:

1.      If to the Company:

William M. Buchanan

Unified Life Insurance Company

7201 W. 129th Street, Suite 300

Overland Park, KS 66213

2.      If to the Reinsurer:

Jack Brier

US Alliance Life and Security Company

4123 SW Gage Center Drive, Suite 240

Topeka, KS 66604

This requirement shall not apply to communication made between the parties regarding operational and administrative matters relating to the Policies covered under this Agreement.

ARTICLE XX-WAIVER

Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or different provision.

ARTICLE XXI-INSOLVENCY

Company Insolvency

In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company, its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed. however, that the liquidator. receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurers of the pendency of a claim against the Company indicating the Policy or reinsurance which claim would involve a possible liability on the part of the Reinsurer(s) within a reasonable time after that claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of that claim, the Reinsurer(s) may investigate that claim and interpose, at their own expense, in the proceeding where that claim is to be adjudicated any defense(s) they may deem available to the Company or its liquidator, receiver. conservator or statutory successor. This expense incurred by the Reinsurer(s) shall be chargeable, subject to court approval, against the Company as part of the expense of conservation of liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer(s).

When two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose a defense or defenses to that claim, the expense shall be apportioned in accordance with the terms of the Agreement as though that expense had been incurred by the Company.

This insolvency clause shall not preclude the Reinsurer(s) from asserting any excuse or defense to payment of reinsurance other than the excuses or defenses on thee insolvency of the Company and the failure of the Company's liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim.

Reinsurer Insolvency

In the event of the insolvency, bankruptcy. receivership, conservation, rehabilitation or dissolution of one or more Reinsurer, the Company may retain all or any portion of any amount then due the Reinsurer(s) or which may become due to the Reinsurer(s) under this Agreement and use such amounts for the purposes of paying any and all liabilities of the Reinsurer(s) incurred under this Agreement. When all such liability hereunder has been discharged, the Company shall pay the Reinsurer. its liquidator, receiver, conservator or statutory successor the balance of such amounts withheld.

If the Reinsurer is unauthorized in the State of Kansas, the Reinsurer hereby agrees to voluntarily submit to the jurisdiction of an alternate dispute resolution panel or court of competent jurisdiction within the United States and or the State of Kansas and further agrees to comply with all requirements necessary to give that panel or court jurisdiction. The Reinsurer hereby warrants that it has designated an agent upon whom service of process may be affected and agrees to abide by the final decision of the panel or court.

ARTICLE XXII-ARBITRATION

In the event of any dispute between the Reinsurer (or its successor in interest) and the Company (or its successors in interest), arising out of or relating to this Agreement, such dispute shall be submitted to arbitration in the manner set forth below.

One arbitrator shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two arbitrators before they enter upon arbitration. all of whom shall be active or retired disinterested executive officers of I ife or h ea I t h insurance or reinsurance companies. In the event that either party should fail to choose an arbitrator within thirty (30) days following a written request by the other party to do so, the requesting party may choose two arbitrators who shall in turn choose an Umpire before entering upon arbitration. If the two arbitrators fail to agree upon the selection of an Umpire within thirty (30) days following their appointment, each arbitrator shall nominate three candidates within ten (10) days thereafter. two of whom the other shall decline, and the decision shall be made by drawing lots.

The arbitrators shall consider this agreement as an honorable engagement rather than merely a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The panel shall make its decision in light of custom and practice in the insurance and reinsurance business. The majority decision of the arbitrators shall be final and binding on both parties. Judgment upon the final decision of the arbitrators may be entered in any court of competent jurisdiction.

If more than one Reinsurer is involved in the same dispute, all such Reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurer to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurer participating under the terms of this Agreement from several to joint.

Any arbitration proceedings shall take place at Overland Park, Kansas, with all proceedings pursuant hereto governed by the law of the State of Texas, unless otherwise agreed upon by the parties.

Each party shall pay the fee and expenses of its own arbitrator and equally bear the fee and expenses of the Umpire. All other expenses of the arbitration shall be equally divided between the parties. The panel may, at its discretion, award such other costs and expenses as it considers appropriate, including, but not limited to, attorney's fees, to the extent permitted by law.

This Article shall survive the expiration of this Agreement.

ARTICLE XXIII-CONTROLLING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of Texas.

ARTICLE XXIV-SEVERABLE TERMS

The invalidity or unenforceability of any terms or provision in this Agreement shall not affect the validity or enforceability of any other term or provision of the Agreement.

ARTICLE XXV-AUDIT

Upon written request of the Reinsurer or the Company, the Company shall appoint an Independent Auditor mutually agreed to conduct an audit of the Claims and/or underwriting relative to the policies, which are subject to this Agreement. Reinsurer agrees to pay its quota share percentage of the cost of such audits as well as its quota share percentage of the final Claim, if any. If any recoveries are made on the payment of Claims, such recoveries shall inure to the parties' proportionally.

ARTICLE XXVI-RESERVES

The Company shall establish the reserves for the Policies reinsured hereunder in accordance with

its standard practice. The Reinsurer shall maintain it coinsurance share of the reserves so

established and, upon written request from the Company, shall furnish to the Company evidence of such reserves.

ARTICLE XXVII -CONFIDENTIALITY

The parties acknowledge there may be portions of this Agreement. the Agreement prospectus, Policy forms, underwriting, rates, or the marketing package may contain confidential, proprietary information of the Company, Reinsurer, or other parties to be named. Each party shall maintain the confidentiality of such information concerning the other party or its business and shall not disclose it to any third person without prior approval; provided, however, that the parties may be required and it is permitted under this Agreement to disclose such information in answers to interrogatories, subpoenas or other legal/arbitration processes as well as to either party's Intermediaries, to the Reinsurer's retrocessionaires, and applicable intermediaries, or in response to requests by governmental and regulatory agencies. In addition, either party may disclose such information to its accountants and to its outside legal counsel as may be necessary.

The Reinsurer agrees it shall not underwrite a Group Medical Benefit program that is identical to the Policies in plan design, Policy provisions, rates and underwriting guidelines without the written prior approval of the Company.

ARTICLE XXVIII-ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. It cannot be modified unless the parties agree in writing to do so. There are no restrictions, promises, warranties, covenants or undertakings with respect to such subject matter, other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

ARTICLE XXIX-PRIVACY POLICY

The Company and the Reinsurer are aware of and in compliance with their responsibilities and obligations under the Gramm Leach Bliley Act of 1999 and the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and Privacy Rules (45 CFR, Parts 160-164) and the applicable federal and state laws implementing the Acts. The Company and the Reinsurer will only use non-public personal information as permitted by law.

ARTICLE XXX-ORIGINAL CONDITIONS

All reinsurance falling under this Agreement shall be subject to the same terms, rates, conditions and waivers, and to the same modifications, alterations and terminations as the respective Policies, contracts and binders of the Company, subject to the limits, terms and conditions of this Agreement.

ARTICLE XXXI-INDEMNIFICATION

Reinsurer agrees to defend, indemnify, and hold harmless the Company, its predecessors, successors, assigns, directors, officers, employees, and agents from any and all claims, suits, actions, liabilities, losses, damages, attorneys' fees or costs which may be brought at any time in the future against the Company as a result of the Reinsurer's activities, including but not limited to, market conduct activities, the collection and distribution of premiums, the administration of the policies and any claims processing and adjudication. Reinsurer maintains the right to select its own counsel for defense of such matter, and maintains the right to reject counsel selected by the Company.

The Company agrees to defend, indemnify, and hold harmless the Reinsurer, its predecessors, successors, assigns, directors, officers, employees, and agents from any and all claims, suits, actions, liabilities, losses, damages, attorneys' fees or costs which may be brought at any time in the future against the Reinsurer as a result of the Company's activities, including but not limited to, market conduct activities, the collection and distribution of premiums, the administration of the policies and any claims processing and adjudication. The Company maintains the right to select its own counsel for defense of such matter, and maintains the right to reject counsel selected by the Reinsurer.

ARTICLE XXXII-AMENDMENT

This Agreement may be amended only by the mutual written consent of the parties.

ARTICLE XXXIII-EXECUTION

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

Signed for an on behalf of: UNIFIED LIFE INSURANCE COMPANY

In Johnson County, KS on this18th day of June, 2013.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

By: /s/ William M. Buchanan

Title: President and Chairman of the Board

Signed for an on behalf of: US ALLIANCE LIFE AND SECURITY COMPANY

In Shawnee County, KS on this 19th day of June, 2013.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

By: /s/ Jack H. Brier

Title: President 

SCHEDULE A

Policy Form #:GRP BCA 2013 POL ("BeniComp Select") . GRP BCS 2013 POL

("Benicomp Advantage Cost Plus"), or any state version of GRP BCA 2013 POL and GRP BCS 2013 POL

Effective Date:                                                                           January 1, 2013

Reinsurer Quota Share Percentage:                                       20%

The Reinsurer shall allow the Company a Ceding Allowance for each Policy issued. Such Ceding Allowance shall equal the sum of all fees specified in the agreement between the Carrier and the Administrator, reduced by 2.1% of the monthly earned Gross Premium. The Ceding Allowance is not to exceed 8% of Gross Premium.

In addition to the Ceding Allowances above. the Reinsurer agrees to reimburse the Company a fee, referred to as Company Fee, in the amount of I% of the monthly earned Gross Premium, to be paid monthly. This Company Fee for subsequent Agreement Years is subject to adjustment by written mutual consent by Amendment.

The Company shall allow the Reinsurer return payment on return premiums at the same quota share percentage, with the exception of the Company Fee.

Reinsurer and the Company shall share in all actual assessments charged by any state in proportion to each party's liability under this Agreement in addition to the stated Ceding Allowance and Company Fee.

EX-10.7.1

EXHIBIT 10.7.1

EXECUTION VERSION

GR-NEAM®

GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC.

Investment Management Agreement

This Agreement is made as of the 1st day of January, 2013, between

1.GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC., a corporation organized under the laws of the State of Delaware ("Manager"); and

2.US ALLIANCE CORPORATION, a corporation organized under the laws of the State of Kansas, and its affiliates listed on Schedule E (collectively, the "Client").

WHEREAS, Client appoints Manager as the investment manager of that portion of Client's assets constituting the Account (as defined below) for fees agreed upon in Schedule A. III.;

NOW THEREFORE, in consideration of the mutual agreements herein contained, it is agreed as follows:

Section 1.                      The Account

The cash, securities and other assets placed by Client in the account to be managed under this Agreement (the "Account") are listed on Section I.A. of Schedule A. Assets may be added to the Account at any time. Client will provide notification to the Manager of any such additions. The Account will include these assets and any changes in them resulting from transactions directed by Manager, withdrawals and additions made by Client, or dividends, interest, stock splits and other earnings, gains or losses on the assets.

Assets of the Client that are not to be managed by Manager are separately identified on Schedule A ("Unmanaged Assets"). Manager may include these assets in its periodic reports to Client, but will exclude their value when calculating Manager's asset management fees and Manager shall not be responsible for valuation of any Unmanaged Assets.

Section 2.                      Management of the Account

Manager will make all investment decisions for the Account, in Manager's sole discretion and without first consulting or notifying Client, in accordance with the investment restrictions and guidelines which are attached as Schedule B (the "Investment Guidelines"). If Manager manages only a portion of Client's total assets, unless otherwise specified by Client in writing,

EXECUTION VERSION

GR-NEAM®

Investment Guidelines' restrictions relate specifically to the assets managed by Manager. Client may change these Investment Guidelines at any time, but Manager will be bound by the changes only after it has received and agreed to them in writing. Other than by the Investment Guidelines and the terms of this Agreement, the investments made by Manager on behalf of the Client will not be restricted in any manner, except by operation of law.

In the event that the Account ceases to conform to the Investment Guidelines as a result of changes in market values, maturities, amortization rates, credit ratings or other characteristics of the securities within the portfolio, Manager will not be required to take immediate action to bring the portfolio back into compliance with the Investment Guidelines, but will: inform Client of the non-compliance; offer Client the opportunity to consult on the situation; and use its discretion to return the portfolio to compliance over time with a minimum of disruption to the portfolio.

Manager will have full power and authority, on behalf of Client, to instruct any brokers, dealers or banks to buy, sell, exchange, convert or otherwise trade in all securities, futures or other investments for the Account.

Manager will not be responsible for giving Client investment advice or taking any other action with respect to Unmanaged Assets.

Client appoints Manager as the true and lawful attorney of the Client for and in the name, place and stead of Client, in Manager's unrestricted discretion, to operate and conduct the brokerage accounts of the Client and to do and perform all and every act and thing whatsoever requisite in furtherance of this Agreement, including the execution of all writings related to the purchase or sale, assignments, transfers and ownership of any stocks, bonds, commodities, or other derivatives or securities, including, without limitation, such documentation relating to restructuring, reorganization or other action of or relating to the issuer. Manager is hereby fully authorized to act and rely on the authority vested pursuant to said power of attorney.

Effective as of January 1, 2013, and until further notice, Manager will provide investment accounting services for Client, and will assist Client in preparing Client's statutory Schedule D, if applicable. Client acknowledges that Manager will provide accounting data according to Manager's standard interpretation of accounting principles, unless expressly instructed otherwise by Client's prior written notice.

Section 3.                      Transactions for the Account

Manager will arrange for securities transactions for the Account to be executed through those brokers, dealers or banks that Manager believes will provide best execution. In choosing a broker, dealer or bank, Manager will consider the broker, dealer or bank's execution capability, reputation and access to the markets for the securities being traded for the Account. Manager will seek competitive commission rates, but not necessarily the lowest rates available.

EXECUTION VERSION

GR-NEAM®

Manager may also send transactions for the Account to brokers who charge higher commissions than other brokers, provided that Manager determines in good faith that the amount of commissions Manager pays is reasonable in relation to the value of the brokerage and research services provided, viewed in terms either of that particular transaction or Manager's overall responsibilities with respect to all clients whose accounts Manager manages on a discretionary basis.

Portfolio transactions for each client account generally are completed independently. However, if Manager decides to purchase or sell the same securities for Client and other clients at about the same time, Manager may combine Client's order with those of other clients if Manager reasonably believes that it will be able to negotiate better prices or lower commission rates or transaction costs for the combined order than for Client's order alone. Client will pay the average price and transaction costs obtained for such combined orders. Manager generally will allocate securities purchased or sold as part of a combined order to Client's Account and to accounts of other clients according to the size of the order placed for each client.

If Manager is unable to obtain execution for the total amount of the securities in the combined orders, adjustments to the allocation will generally be made on a random methodology basis with the exception of certain alternative high yield fixed income security transactions which are allocated on a pro-rata basis. However, Manager may increase or decrease the amounts of securities allocated to each client if necessary to avoid having odd or small number of shares held for the account of any client and may deviate from a selected allocation methodology based on, among other factors, available cash in the account or account-specific investment guidelines. Each client that participates in a combined order will receive or pay the average share price and/or transactions costs for all transactions executed as part of the combined order.

If Client directs Manager to use particular brokers, dealers or banks to execute transactions for the Account, Manager will do so, but Manager will not seek better execution services or prices for Client from other brokers, dealers or banks, and Client may pay higher prices or transaction costs as a result. Manager also may not be able to seek better execution services for Client by combining Client's orders with those of other clients.

Client may direct all transactions for the Account to a particular broker, dealer or bank, by writing the name and address of that broker, dealer or bank in the space provided on Schedule A.

Any tax-related documentation required by broker/dealers and/or custodian banks shall be completed by Client. This includes Forms W-9 or W-8 which are necessary to confirm Client's tax identification number and certification of tax status. Upon receipt, Client shall process promptly as failure to do so may result in transactions in the Client's account to be subject to backup withholding payments.

EXECUTION VERSION

GR-NEAM®

Section 4.                      Transaction Confirmations

Manager will instruct the brokers, dealers or banks who execute transactions for the Account to send Client duplicate copies of all transaction confirmations, unless Client chooses not to receive confirmations. If Client does not wish to receive individual confirmations, this box should be

checked. ❑

Client may elect to receive individual confirmations at any time by giving Manager written notice.

Section 5.                      Custody of Account Assets

The assets in the Account will be held for Client by the custodian named on Schedule A (the "Custodian"). Manager will not have custody of any Account assets. Client will pay all fees of the Custodian.

Client will authorize the Custodian to follow Manager's instructions to make and accept payments for, and to deliver or to receive, securities, cash or other investments purchased, sold, redeemed, exchanged, pledged or loaned for the Account. Client also will instruct the Custodian to send Client and Manager monthly statements showing the assets in and all transactions for the Account during the month, including any payments of Manager's fees.

Client will give Manager reasonable advance notice of any change of Custodian.

Section 6.                        Client Reports and Electronically Available CARA® Toolset and Information

Both Parties agree that the Web Access Addendum attached as Schedule F hereto shall govern the Manager's provisions and Client's use of the electronically available CARA° toolset and information.

Manager shall prepare 1) monthly appraisal reports and detailed holdings reports, showing current book values, securities valuations, unrealized gains and losses, book yields and average life; and 2) quality and maturity distribution reports.

Additionally, investment accounting reports generally include the following:

qInvestment Income Earned

qSecurities on Deposit - By State

qSummary of General Ledger Journal Entries

qTrial Balance

qSchedule D data, including NAIC Rating information

EXECUTION VERSION

GR-NEAM®

Manager shall deliver investment accounting reports to Client no later than the morning of the sixth business day following each reporting month.

Client agrees to obtain its appraisals and investment accounting reports via Manager's website, GRNEAM.com. However, both Parties agree that the Client has the right to receive hard copies and that upon Client's written request, Manager will send Client hard copies of the appraisals and/or investment accounting reports.

The Account's performance will be sent monthly, quarterly or annually upon Client request. Ad hoc reports and presentation materials are prepared as reasonably directed by Client.

Section 7.                      Account Valuation

Manager will value the securities in the Account using independent pricing sources. Securities shall be valued in accordance with any reasonable valuation method selected by Manager, consistent with industry accepted practices. While Manager does its best to obtain representative market prices for all securities in the Account, such prices do not always reflect the price actually received or paid on the open market.

Section 8.                      Manager's Fees

For Manager's services, Client will pay a percentage of the value, as determined under Section 7 of this Agreement, of all assets in the Account (excluding Unmanaged Assets) as of the last trading day of each calendar month. In the event this Agreement is terminated prior to any month end, fees for the final partial month shall be calculated based on the valuation of assets performed at the end of the prior month. The fees are payable at the end of each calendar quarter for services provided by Manager during the prior three months. The percentage amount of the fees and a minimum annual fee are shown on Schedule A. In any partial period, the fees will be reduced pro rata based on the number of days the Account was managed.

Client will be billed directly by Manager and will pay Manager's fees within 30 days of receiving the bill.

If Manager invests in securities issued by money market funds or other investment companies for the Account, these securities will be included in the value of the Account when Manager's fees are calculated. These same assets will be subject to additional investment management and other fees that are paid by the investment company but ultimately borne by its shareholders. These additional fees are described in each investment company's prospectus.

EXECUTION VERSION

GR-NEAM®

Section 9.                      Proxy Voting

If the Account does not include equity securities, Manager will not act as proxy. Check the box below to indicate that the Account does not include equity securities and Manager will not act as proxy:

qAccount does not include equity securities; Manager will not act as proxy.

If the Account contains equity securities, select either A or B, below:

A.   ❑ Client directs Manager not to vote proxies for equity securities held for the Account.

B.   ❑ Client directs Manager to vote all proxies for equity securities held for Client's Account in accordance with (select one):

q           Manager's own discretion

or

qClient's proxy voting guidelines attached as Schedule C.

Client shall direct Custodian to send promptly all proxies and related shareholder communications to:

Glass Lewis & Co., LLC ("Glass Lewis")

PVA — GEN016/General RE

One Sansome Street, Suite 3300

San Francisco, CA 94104

and to identify them as relating to Client's Account. Client understands that Glass Lewis will not be able to vote proxies if they are not received on a timely basis by Glass Lewis and properly identified as relating to Client's Account.

These proxy voting instructions may be changed at any time by notifying Manager in writing.

Section 10.                      Legal Proceedings

Manager will not provide legal advice or act for Client in any legal proceedings, including bankruptcies or class actions, involving securities held in the Account or issuers of those securities or any other matter, but shall continue to monitor, manage and provide investment advice regarding investments held in the Account.

Section 11.                      Risk

Manager cannot guarantee the future performance of the Account, promise any specific level of performance or promise that its investment decisions, strategies or overall management of

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the Account will be successful. The investment decisions Manager will make for Client are subject to various market, currency, economic, political and business risks, and will not necessarily be profitable.

Section 12.                      Standard of Care; Limitation of Liability

Except as may otherwise be provided by law, Manager will not be liable to Client for any loss (i) that Client may suffer as a result of Manager's good faith decisions or actions where Manager exercises the degree of care, skill, prudence and diligence that a prudent person acting in a like fiduciary capacity would use; (ii) caused by following Client's instructions; (iii) caused by the Custodian, any broker, dealer or bank to which Manager directs transactions for the Account or any other person; (iv) resulting from legislation, actions by public authorities, acts of war, natural disasters, strikes, blockades, boycotts, lockouts or similar circumstances; (v) caused by securities exchanges or other marketplaces, custodian institutions, central securities depositories, clearing organizations, or other parties which provide equivalent services; or (vi) caused by contractors selected by Manager with due care or those who have been recommended by the Client. Nor shall the Manager be liable for any damage or loss that occurs to the Client or any other affiliate or interest holder due to restrictions upon disposal that may be applied against the Manager in respect of financial instruments.

Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and this Agreement does not waive or limit Client's rights under those laws.

Manager intends to review applicable state insurance investment regulations and to make guidelines recommendations to Client based on its understanding of them. Client understands that such recommendations do not constitute legal, tax or regulatory advice and are for informational purposes only. Client acknowledges that it is solely responsible for the guidelines and compliance with applicable laws.

In managing the Account, Manager will not consider any other securities, cash, or other investments or assets Client owns for diversification or other purposes. Manager shall have no responsibility whatsoever for the management of the Unmanaged Assets or any assets of Client other than the Account and shall incur no liability for any loss or damage which may result from the management of such other assets.

In the event Manager is compelled to incur any expenses outside the ordinary course of business as the result of any inquiry, investigation, litigation or similar process of court or law in connection with this Agreement as the result of actions brought against the Client, Client shall be responsible for all such expenses, except to the extent it is ultimately determined that all or part of such expenses were incurred due to the fault of Manager.

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GR-NEAM®

Section 13.                      Client Directions

The names and specimen signatures of each individual who is authorized to give directions to Manager on Client's behalf under this Agreement are set forth on Schedule D. Directions received by Manager from Client must be signed by at least one such person. If Manager receives directions from Client which are not signed by a person that Manager reasonably believes is authorized to do so, Manager shall not be required to comply with such directions until it verifies that the directions are properly authorized by Client.

Manager shall be fully protected in relying upon any direction signed or given by a person that Manager reasonably believes is authorized to give such directions on Client's behalf. Manager also shall be fully protected when acting upon an instrument, certificate, or paper that Manager reasonably believes to be genuine and to be signed or presented by any such person or persons. Manager shall be under no duty to make any investigation or inquiry as to any statement contained in any writing and may accept the same as conclusive evidence of truth and accuracy of statements contained therein.

Section 14.                      Confidentiality

Except as Client and Manager otherwise agree or as may be required by law, all Information concerning the Account and services provided under this Agreement shall be kept confidential.

Section 15.                      Non-Exclusive Agreement

Manager provides investment advice to other clients and may give them advice or take actions for them, for Manager's own accounts or for accounts of persons related to or employed by Manager, which is different from advice provided to or actions taken for Client.

Manager is not obligated to buy, sell or recommend for Client's Account any security or other investment that Manager may buy, sell or recommend for other clients or for the account of Manager or its related persons or employees.

If Manager obtains material, non-public information about a security or its issuer that Manager may not lawfully use or disclose, Manager will have no obligation to disclose the information to Client or to use it for Client's benefit.

Section 16.                      Term of Agreement

Either Client or Manager may cancel this Agreement at any time upon 90 days written notice. This Agreement will remain in effect until terminated. Termination of this Agreement will not affect (i) the validity of any action that Manager or Client has previously taken; (ii) the liabilities or obligations of Manager or Client for transactions started before termination; or (iii) Client's obligation to pay Manager's fees through the date of termination. Upon termination, Manager will

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have no obligation to recommend or take any action with regard to the securities, cash or other assets in the Account.

Section 17.                      Agreement Not Assignable

This Agreement may not be assigned within the meaning of the Investment Advisers Act of 1940 (the "Advisers Act") by Manager without Client's written consent.

Section 18.                      Governing Law

The laws of the State of Kansas will govern this Agreement. However, nothing in this Agreement will be construed contrary to any provision of the Advisers Act or the rules thereunder.

Section 19.                      Miscellaneous

If any provision of this Agreement is or becomes inconsistent with any applicable law or rule, the provision will be deemed rescinded or modified to the extent necessary to comply with such law or rule. In all other respects, this Agreement will continue in full force and effect. This Agreement contains the entire understanding between Manager and Client and may not be changed except in writing signed by both parties. Failure to insist on strict compliance with this Agreement or with any of its terms or any continued conduct will not be considered a waiver by either party under this Agreement.

Section 20.                      Notices

All notices and instructions with respect to the Account or other matters covered by this Agreement may be sent by U.S. mail express delivery services, facsimile, e-mail or other electronic means to Client and to Manager at the addresses at the end of this agreement or to another address provided in writing.

Section 21.                      Representations of Client

Client represents and warrants to Manager that (a) Client is the beneficial owner of all assets in the Account and except as specifically identified by Client, there are no restrictions on transfer or sale of any of those assets; (b) this Agreement has been duly authorized, executed, and delivered by Client and is Client's valid and binding obligation; (c) the names of the individuals who are authorized to act under this Agreement on behalf of Client have been given to Manager in writing; (d) no government authorizations, approvals, consents, or filings not already obtained are required in connection with the execution, delivery, or performance of this Agreement by Client; and (e) it is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), nor a Person acting on behalf of any such plan. Client agrees to notify Manager in writing within five (5) days after the occurrence of an event making the above warranties no longer accurate.

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Client agrees to indemnify, defend and hold harmless Manager and its officers, directors, agents, employees, shareholders, legal representatives, successors and assigns, from and against any and all claims, actions, suits, damages, costs, liabilities, judgments, losses, charges, costs and expenses, including attorneys' fees, of Manager arising from any failure by Client to accurately disclose its status under this Section or by reason of any defect in Client's authority to appoint Manager under this Agreement.

Section 22.                      Representatons of Manager

Manager represents and warrants that this Agreement has been duly authorized, executed and delivered by Manager and is its valid and binding obligation and that it is registered as an investment adviser with the Securities and Exchange Commission pursuant to the Advisers Act and that such registration is currently effective.

Section 23.                      Form ADV

Client has received and reviewed a copy of Manager's Form ADV Part 2A Brochure, Manager's Form ADV Part 2B Brochure Supplement and a copy of this Agreement.

Section 24.                      Independent Contractor

The relationship of Manager to Client is and shall remain during the term of this Agreement that of independent contractor. Manager and Client are not partners or joint venturers with each other under this Agreement, and nothing in this Agreement shall be construed so as to make them partners or joint venturers, or to impose any liability as such on either of them.

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Section 19.                      Manager as Third Party Administrator

Provided that Client designates Manager as its third party administrator ("TPA") and authorizes Manager to file on its behalf by submitting the appropriate authorization letter with the NAIC Securities Valuation Office ("SVO"), Manager shall act as NAIC TPA in order to provide quarterly and/or annual NAIC prices and ratings, and to monitor securities in the Account to determine whether NAIC registration is required. Manager shall not charge a fee for acting as NAIC TPA. Manager shall have no obligation to pay any filing fees or other fees which may be required by NAIC and shall pass along notice of such fees to Client. Client shall send Manager a copy of the authorization letter sent to the SVO as confirmation of the TPA designation.

AGREED TO AND ACCEPTED BY:

General-Re New England                                                               US Alliance Corporation

Asset Management, Inc.

/s/ Gerald T. Lynch                                                                          /s/ Jack H. Brier

By: Gerald T. Lynch                                                                        By:  Jack H. Brier

Its:  Chief Executive Officer                                                           Its:  President

Principal Address:                                                                          Principal Address

EXECUTION VERSION

GR NEAM®

SCHEDULE A

I.          ACCOUNT ASSETS.

A.           Managed Assets - Client has deposited the following securities, cash and other assets with the Custodian identified below to be managed under this Agreement:

Cash in the approximate amount of $3 million (USD)

B.           Unmanaged Assets - Client also deposited with the Custodian the following assets which are not to be managed under this Agreement:

NOT APPLICABLE

II.          CUSTODY OF ACCOUNT ASSETS.  The assets to be managed under this Agreement and any Unmanaged Assets will be held by:

Custodian Bank: Capital City Bank 3710 SW Topeka Boulevard Topeka, Kansas 66609 Contact: Mark Burenheide Phone #: (785) 274-5792 Email:                    mark.burenheide@capcitybank.corn	Custodian Account Name:	Custodian Account #:
	US Alliance Corporation	C889000

III.          FEES. Manager's fees for services provided under this Agreement shall be as follows:

Asset Management Fees:

Annual fee of .18% (eighteen hundredths of one percent) on the first $100 million of the market value of the assets under management;

.15 % (fifteen hundredths of one percent) on the next $150 million of the market value of the assets under management;

.12% (twelve hundredths of one percent) on the next $250 million of the market value of the assets under management;

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SCHEDULE A CONTINUED

.10% (ten hundredths of one percent) on the next $500 million of the market value of the assets under management; and

.08% (eight hundredths of one percent) on the market value of the remaining assets under management.

Investment Accounting Fees:

In addition to the asset management fees specified above, the annual Manager's fees for accounting services including assistance with Schedule D preparation provided under this Agreement shall be: (i) an additional .01% (one hundredth of one percent) on the market value of managed and accounted for assets, and (ii) an additional 0.02% (two hundredths of one percent) on the market value of unmanaged and accounted for assets. Investment accounting fees contemplate a 5 business day close (reports delivered on the morning of the 6th day).

Minimum Annual Fee:

Asset Management Fees and Investment Accounting Fees are subject to a minimum annual fee of $12,500.00 for the two consecutive 12-month periods commencing January 1, 2013 and ending December 31, 2014 (the "Minimum Fee Period"), which minimum fee shall be assessed and invoiced quarterly. During the Minimum Fee Period, the asset management and investment accounting fee structures described above shall commence at such time as the earned fees calculated thereunder exceed the required annual minimum.

Website Tools Fees:

CARA® Toolset & Accessing Reports via the Website

Manager may provide Client with access to their monthly investment accounting and reporting package and additional analytical CARA° tools for Client's managed assets via Manager's website. Manager reserves the right to charge additional fees for access to any such CARA° tools on at least sixty (60) days notice to Client.

CARA® Toolset for Unmanaged Assets:

Client may request to utilize the CARA° tools on unmanaged assets, subject to Manager's approval and possible additional fees. Manager shall not be responsible for valuation of any Unmanaged Assets.

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SCHEDULE A CONTINUED

IV.          BROKERAGE DIRECTION. Client directs Manager to cause all transactions for the Account to be executed through the following broker, dealer or Bank: 

NOT APPLICABLE

Client has read, understands and accepts the limitations that this direction will place on Manager's ability to seek best execution for the Account. This direction may be changed by Client at any time by notifying Manager in writing.

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SCHEDULE B

INVESTMENT GUIDELINES: The investment guidelines to be followed by Manager in managing Client's Account are set forth below:

(see attached)

EXECUTION VERSION

GR NEAM®

US ALLIANCE CORPORATION INVESTMENT POLICY

OCTOBER 9, 2012

I.        Approved Investment Instruments — The Company may invest in the following approved investment instruments in accordance with the restrictions set forth below:

1.United States Government Securities — The Company may invest, without limitation, in bonds or other evidences of indebtedness that are fully guaranteed or insured by the U.S. Government or any agency or instrumentality thereof.

2.Securities of the District of Columbia, State, Insular or Territorial Possession Government of the United States — The Company may invest in bonds or other evidences of indebtedness, without limitations, of the. District of Columbia, State, or any political subdivision of such, or Insular of Territorial Possession of the United States:

3.United States Corporate Obligations — The Company may invest in bonds or other evidence of indebtedness issued, assumed or guaranteed by a corporation incorporated under the laws of the United States of America, or any state, district, or insular or territorial possession thereof.

4.United States Preferred Stocks — The Company may invest in preferred stocks of a corporation incorporated under the laws of the. United States of America, or any state, district, or insular or territorial possession thereof.

5.United States Common Stocks — The Company may invest in common stocks, equity mutual funds, exchange traded funds, and master limited partnerships of a corporation formed under the laws of the United States of America, or any state, district, or insular or territorial possession thereof. The Company shall not own more than 2% of any corporation, mutual fund,

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exchange traded fund, or master limited partnership. The Company shall not own more than 25% of its invested assets in conunon stocks.

6.Real Estate - The Company may purchase real estate for use in the. operations of the Company (Home Office. Real Estate) or for the production of income.

7.Mortgage Loans - The Company may invest in first-lien mortgage loans on commercial or residential property with loan value of no greater than 75% at the time of purchase.

8. Mortgage-Backed Securities — The Company may invest in mortgage-backed securities issued by the federal home loan mortgage corporation, federal national mortgage association or a private entity. Such securities shall be rated investment grade by Moody's, S&.P or Fitch.

9. Asset-Backed Securities — The Company may invest in asset-backed securities designated as investment grade by Moody's, S&P or Fitch.

10.Certificates of Deposit, Time Deposits, Overnight Bank Deposits, Banker's Acceptances and Repurchase Agreements — The Company may invest in any of the following:

a.Certificates of deposit, time deposits, overnight bank deposits, banker's acceptances issued by federally insured banks with maturities of 270 clays or less from the date of acquisition; and

b.Repurchase agreements with acceptable collateral and maturities of 270 days or less from date of acquisition

11.Commercial Paper — The Company may invest in the commercial paper of US corporations that:

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a.Are rated at least 'A-2" by S&P or "P-2" by Moody's or the equivalent rating of another nationally recognized rating agency if S&P & Moody',s cease publishing ratings of these securities: and

b.Have maturities of 270 days or less from the date of acquisition.

12.Money Market Accounts or Funds — The Company may invest in money market accounts or funds that meet the following criteria:

a.A substantial portion of the assets of the money market account or fund must be comprised of the. investments instruments described in clauses (1) through (3) and (11) above;

b.Issuers of the fund or account's investments must have a combined capital and surplus in excess of $500,000,000;

c.Maturities of 270 days or less front the date of acquisition;

d.Have net. assets of not less than $500,000,000; and

e.Have the. highest rating available. of S&P, Moody's, or Fitch, or carrying an equivalent rating by a nationally recognized rating agency if the. named rating agencies cease publishing ratings of investments.

II.          Diversification

The Company's portfolio will be constructed to diversify risk with respect to asset class, geographical location, quality, maturity, business sector and individual issuer and issue concentrations.

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III. Benchmarks

Additional benchmarks may be developed based on this policy and market conditions.  The benchmarks will change from time to time to respond to market conditions.  Based on market conditions and other considerations, investments in the approved investment instruments set fort in sction I of this Investement Policy will be maintained in the following ranges:

% of Portfolio Market Value
Asset Class	Minimum	Maximum
Cash/Short Term	0%	100%
Investment Grade Fixed Income	7.0%	100%
High Yield Fixed Income	0%	15%
Equity	0%	30%

The Executive Committee may approve modifications of the above ranges at any time deemed appropriate based on current conditions. Any such modifications -will be subject to approval by the Board of Directors at the Board's next regularly scheduled meeting.

IV.         Reporting

The President, CEO, or their designee shall provide monthly reports to the Executive Committee and quarterly reports to the Board of Directors reflecting the securities purchased and sold during the quarter, securities held at the end of the quarter, current benchmarks and an overall evaluation of the portfolio's investment performance.

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SCHEDULE C

PROXY VOTING GUIDELINES: The proxy voting guidelines to be followed by Manager in voting securities held in the Account are set forth below:

(If none, check here 0.)

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SCHEDULE D

SECRETARY'S CERTIFICATE

I, Rebecca Kinsinger, the Secretary of US ALLIANCE CORPORATION (the "Corporation"), a Corporation organized and existing under the laws of the State of Kansas, hereby certify that each of the following officers of the Corporation, acting singly, is authorized in the name and on behalf of the Corporation, to give instructions to General Re-New England Asset Management, Inc., a Corporation organized and existing under the laws of the State of Delaware (the "Manager") with respect to any and all matters, including investment and reinvestment of securities, pertaining to that certain Investment Management Agreement between the Corporation and Manager (the "Agreement"), and to execute and deliver any and all documents and to take any and all other action to carry out the purposes of said Agreement. I further certify that each signature set forth below appearing next to a corresponding printed officer name and title is the true and genuine signature of such officer:

Name of Officer Title Signature

Jack H. BrierPresident

This Certificate shall be in effect from the date hereof until written notice is given on behalf of the Corporation to terminate or revise it.

IN WITNESS WHEREOF, I set my hand and seal of the Corporation.

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SCHEDULE E

Name	State of Incorporation	Principal Business Address	Tax ID #	Custodian Information
NONE

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GR-NEAM®

SCHEDULE F

WEB ACCESS ADDENDUM

This WEB ACCESS ADDENDUM ("Addendum") hereby supplements the Investment Management Agreement between Manager and Client.

WHEREAS, in addition to the services to be provided by Manager to Client pursuant to the Investment Management Agreement, Client desires to have access to and to use Manager's proprietary suite of information and services for access to on-line investment reports concerning Client's Account and the on-line analysis of investment portfolios and other services, which are more fully described on Exhibit A hereto and on Schedule A to the Investment Management Agreement; and

WHEREAS, Manager has agreed to provide such access to information, reports and services to Client on the terms and conditions set forth in this Addendum; and

NOW THEREFORE in consideration of the foregoing and of the mutual promises contained in the Investment Management Agreement and this Addendum Client and Manager agree as follows:

ARTICLE I

Definitions

Section 1.1                      -"Client Data" has the meaning set forth in Section 6.1

Section 1.2                      -"Confidential Information" has the meaning set forth in Section 8.1.

Section 1.3                      -"Documentation" means the specifications, user manuals, training materials and conditions for use published and updated from time to time by Manager and designated as "Documentation".

Section 1.4                      -"Eligible User(s)" shall mean those employees of Client set forth on Exhibit B-1 and/or Exhibit B-2 hereto, or any authorized amendment to Exhibit B-1 and/or Exhibit B-2 as provided in Section 3.2(b) hereto.

Section 1.5                      -"Force Majeure Event" has the meaning set forth in ARTICLE XI.

Section 1.6                      -"Indemnified Party" has the meaning set forth in Section 12.3.

Section 1.7                      -"Indemnifying Party" has the meaning set forth in Section 12.3.

Section 1.8                      -"Losses" has the meaning set forth in Section 12.2.

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Section 1.9                      -"Manager Data" means data and models made available in any form by Manager in connection with the Services, including any data obtained by Manager from a Vendor.

Section 1.10                    -"Manager Proprietary System" means the Platform, Manager Data, Services and any other proprietary materials of Manager as further provided in ARTICLE V.

Section 1.11                    -"Platform" means a set of world wide web pages implemented by Manager and through which Client's Eligible Users may access the Manager Proprietary System over the Internet.

Section 1.12                    -"Proprietary Rights" means any United States trademark, tradename, copyright, or trade secret of a third party.

Section 1.13                    -"Service Data" means all data generated by an Internet server that relates to the number of users having access through the Platform and similar user-related usage data collected in connection with the Platform and Services.

Section 1.14                    -"Services" has the meaning set forth in Section 3.1.

Section 1.15                    -"Terms of Use" means the Legal Statement and any other terms and conditions posted at http://www.grneam.com, as amended from time to time by Manager governing the use of the Services by customers, including Client and Eligible Users.

Section 1.16                    -"Vendors" means certain third parties that have granted Manager the right to use and distribute their data, software or other proprietary materials.

ARTICLE II

Term

The term of this Addendum shall be coextensive with the term of the Investment Management Agreement, unless terminated earlier pursuant to ARTICLE X (the "Term")

ARTICLE III

The Services

Section 3.1                      Services. During the Term, Manager shall make accessible to Client the Platform and the online information, reports and services described in Exhibit A (the "Services"). Manager will retain control over the form and content of the Services, as well as the selection of Vendors and Data used in connection therewith, and may alter all or any portion of the Services from time to time in its sole discretion.

Section 3.2                      Grant of Rights; Eligible Users.

(a)           Manager hereby grants to Client a non-exclusive and non-transferable license during the Term to allow Eligible Users to access the Platform, and to utilize the Services

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made available thereunder, solely for use in connection with Client's internal business purposes in accordance with the Terms of Use and Documentation.

(b)           The initial Eligible Users for accessing Client's monthly investment account and reporting package shall be those employees of the Client listed on Exhibit B-1 hereto. The initial Eligible Users for accessing Manager's CARA® toolset shall be those employees of the Client listed on Exhibit B-2 hereto. Permission to add a non-employee user may be granted on a case by case basis by Manager. In the event that Client desires during the Term to add, subtract or change an Eligible User, Client's Authorized Person ( whose name appears on the Secretary's Certificate in Schedule D to the Investment Management Agreement) shall promptly provide to Manager, an email notice or an amended Exhibit B-1 and/or Exhibit B­2 with the name(s) of the discontinued Eligible User(s) and the name(s) of the new or changed Eligible User(s), which amendment shall be subject to the approval of Manager, which shall not be unreasonably withheld or delayed.

Client further agrees to cooperate in reviewing and confirming in writing the list of Eligible Users from time to time, upon request of the Manager.

Section 3.3                       Limitations On Use

(a) Notwithstanding anything to the contrary contained in this-Addendum, Client shall not:

(i)provide access to the Platform to any person that is not an Eligible User;

(ii)except for month-end investment reports, publish, display, distribute or transfer in any form to any third party who is not an employee of Client, unless prior permission is granted by Manager, any Manager Data or the results of any research, information or material derived from the use of the Manager's Proprietary System;

(iii)resell, make available or distribute any Manager Data Services or Documentation (or any part thereof) to any third party whether by license or by any other means;

(iv)except for month-end investment reports, incorporate into, or warehouse on, any computer system of Client any Manager Data, Documentation, Services or Manager's Proprietary System;

(v)copy, adapt, reverse engineer, decompile, disassemble, or modify, any portion of the Manager Data or Manager's Proprietary System;

(vi)conceal, remove or alter any title, trademark, copyright, proprietary or restricted rights notices incorporated in the Manager's Proprietary System;

(vii)use the Manager's Proprietary System in breach of any applicable laws, regulations or market conventions;

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(viii)use Manager's name or service marks in connection with a prospectus or the creation, issuance, offer or promotion of a financial instrument, or in their advertising or marketing materials;

(ix)use the Manager's Proprietary System for the benefit of a third party, including, but not limited to, on a time-share basis or acting as a service bureau or application service provider;

(x)use, evaluate, or view any Services for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, which performs functions similar to or that compete with the functions performed by any of the Manager's Proprietary System; or

(xi)authorize any third party to do any of the foregoing.

(b)Each password Manager assigns Client will be kept confidential by Client and by the Eligible Users. If Client learns or suspects that such confidentiality or any provision of this Section 3.3 has in any way been breached, Client will immediately notify Manager, which may assign new passwords or restrict the use of all or any portion of the Platform or the Services or take other appropriate action, in Manager's sole discretion.

(c)Client shall, and shall ensure that the Eligible Users, abide by and are bound to all of the terms of the Legal Statement published and amended from time to time on Manager's web site at [http://www.grneam.com]. Manager shall provide Client with notice of any amendments to the Legal Statement on its web site.

Section 3.4                       Non-exclusive Services. Nothing contained herein shall be construed as a limitation on Manager's ability to provide any Platform or the Services (or any portion thereof) or any similar or identical services to any third party.

Section 3.5                       Service Maintenance, Upgrades, New Versions. During the Term, Manager shall provide Client with such maintenance and service upgrades as Manager may release from time to time to its other customers who license equivalent services from Manager. Manager shall not be required to provide upgrades or new versions. Manager shall have no obligation to provide new CARA° tools hereunder, and reserves the right to charge additional fees for any new CARA® tools or substantial new functionality provided. Nothing in this section shall be construed to require Manager to provide any additional services, customized Services or Enhancement Services.

Section 3.6                        Additional Data Fees. This Addendum is subject to any requirements of Manager's Vendors under Manager's agreements with such Vendors, including those requirements which may be imposed from time to time.

Client acknowledges that if it requests that the CARA® tools be utilized for assets not managed by Manager, certain Data may be subject to separate additional consents and fees imposed by a vendor for receipt of such data through the Platform. Accordingly, Client agrees to

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pay Manager, as applicable, such additional Vendor fees (including any increases in such Vendor fees) for any such Data requested by Client.

ARTICLE IV

Client Responsibilities

Section 4.1                      Client Cooperation. Client will cooperate with Manager and provide any necessary assistance, equipment, access to Client's personnel and information to allow Manager to perform Manager's obligations under this Addendum, including without limitation, making available in a timely manner, as reasonably requested by Manager, such management decisions, personnel (whether management, technical or user), information, approvals and acceptances in order that Manager's provision of Services under this Addendum may be properly, timely and efficiently accomplished.

Section 4.2                      Client's Program Administrator. Client will designate a qualified program administrator, to be named on each of Exhibit B-1 and Exhibit B-2, who will be authorized to make binding decisions for Client regarding this Addendum ("Client's Program Administrator"), and shall, in a timely manner, (i) provide all Client information and data necessary for Manager's performance of Services and assume responsibility for the accuracy of the same; (ii) arrange for Manager's access to Client's staff, facilities, equipment and systems as appropriate, (iii) render all decisions required by Manager in connection with this Addendum, (iv) distribute usernames

and passwords to Eligible Users, (v) provide notice to Manager in accordance with Section 3.2(b) of all changes to the list of Eligible Users, and (vi) take, or have taken, all other action required to be taken by Client under this Addendum.

Section 4.3                      Client Responsible for Employees and User Access. Client shall be responsible for the actions of all Eligible Users and anyone who obtains access to the Platform through or from Client or its Eligible Users, whether or not authorized by Client.

Section 4.4                      Consent to Electronic Signatures. Client agrees that whenever an Eligible User clicks on an "I Agree", "I Consent" or other similarly worded "button" or entry field with a mouse, keystroke or any other means communicable via a computer device, the Eligible User's agreement or consent will be deemed to have been made on behalf of Client, and shall be legally binding and enforceable on Client.

ARTICLE V

Manager Proprietary System

All software and related documentation (including the Manager Proprietary System) (i) owned by Manager prior to the Effective Date (ii) of which Manager acquires ownership after the Effective Date, or (iii) which is developed by or on behalf of Manager after the Effective Date for use in connection with the Services, or (iv) which is licensed or leased from a third party by Manager and which will be used in connection with the Services, shall be and shall remain the exclusive property of Manager or its respective third party licensors. Client shall have

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no rights or interests therein or in any third party software of Manager. All Service Data shall be Manager's Confidential Information and Manager shall own all Service Data.

ARTICLE VI

Data and Reports

Section 6.1                      Ownership of Client Data. All data and information submitted to Manager by Client in connection with the Services (the "Client Data") is and shall remain the property of Client. Except as permitted by this Addendum or the Investment Management Agreement or as reasonably necessary to provide the Services, Manager shall not use the Client Data or, disclose or otherwise provide the Client Data to third parties.

Section 6.2                     Reports. Client may use the Platform to produce reports presenting Client Data in accordance with Manager's standard reporting formats as described in Exhibit A and in such other reporting formats as the parties may agree (the "Reports").Client may also be able to access its monthly investment accounting and reporting package for its Account via the Platform.

If Client elects to receive the monthly investment accounting and reporting package for its Account via hard copy, in lieu of access via the Platform this box should be checked. ❑

The Client may revoke this preference at any time, and/or can receive a hard copy of any of its monthly investment accounting reports by written notification to Manager.

Section 6.3                     Correction of Errors. Manager shall prepare and be responsible for the

accuracy and completeness of Reports provided to Client. Client is responsible for the accuracy and completeness of the Client Data as well as any errors or inaccuracies in and with respect to data obtained from Manager due to any inaccurate or incomplete Client Data.

ARTICLE VII

Taxes

Client shall be responsible for all applicable taxes related to this Addendum including all applicable sales, use, value added or similar taxes arising out of or in connection with this Addendum. If Manager pays any such taxes on behalf of Client, Client shall reimburse Manager for such payment. Client shall not be responsible for taxes based upon Manager's income.

ARTICLE VIII

Confidentiality

Section 8.1                     Confidential Information. "Confidential Information" means any and all

information or materials of a party relating to the technology, business or affairs of the disclosing party revealed, disclosed or furnished to the receiving party either orally, in writing or by inspection, that could reasonably be understood by the receiving party to be proprietary or confidential information or materials of the disclosing party. Confidential Information might include, but is not limited to technical information, financial information, business information, billing rates, research information, human resources, personnel information, marketing/sales

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information, trade secrets, and competitive sensitive information, and such other information as has been or may be disclosed, revealed or furnished before or after the date hereof by the disclosing party. All information of Manager provided hereunder, all Manager Data, and all Client Data will be considered Confidential Information regardless of whether (a) it is disclosed in tangible form; or (b) is marked "Confidential", "Proprietary" or the like. Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure or improper action by the receiving party or any of its directors, officers, employees, affiliates, agents, subcontractors, or consultants, (ii) was rightfully disclosed to the receiving party by a third party without restriction, provided the receiving party complies with any restrictions imposed by the third party, or (iii) was independently developed by the receiving party without use of or access to any Confidential Information of the disclosing party.

Section 8.2                     Preservation of Confidential Information. The parties shall preserve in confidence all Confidential Information, received from the other party using the same degree of care as it uses to preserve and safeguard its own Confidential Information, but in no event less than a reasonable degree of care.

Section 8.3                     Return of Confidential Information. Upon the expiration or termination of this Addendum, Client shall return all Confidential Information and all copies of Confidential Information to the Manager.

ARTICLE IX

Disclaimers and Limitations

Section 9.1                      Special Admonitions Regarding Use of Financial Products. The Services contain a number of analytical tools that should only be used by sophisticated investment professionals. There is no assurance that the financial instruments identified by the Services will perform in a manner that is consistent with their historical characteristics or assure the profitability or utility of forecasts or expected values. Neither Manager nor any Vendor shall be deemed to be providing investment management, broker-dealer, supervision or advisory services in connection with this Addendum. Furthermore, Client understands and acknowledges that all content and materials comprising the Services are to be used solely for informational and research purposes, and that such content and materials are not intended to provide specific investment, financial, tax or legal advice. Information provided through the Services is not intended as advice regarding the nature, potential value, or suitability of any particular security, transaction, or investment strategy. References to any specific securities do not constitute a solicitation or an offer to buy or sell securities.

Section 9.2                      Electronic Access and Communications. Client acknowledges that access to the Services and any electronic mail communications between Client and Manager over the Internet are subject to possible interception by third parties during transmission. Manager shall not be responsible for the security of such communications or the safety and security of Client Data during transmission or the prevention of access by unauthorized persons to Client Data transmitted over the Internet. Manager shall not be responsible for any interruption in access to

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the Services, or inability to access the Services, caused by the interruptions in the availability of the Internet, or slowdowns thereto.

Section 9.3                      Services Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS ADDENDUM, THE SERVICES HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS, AND CLIENT'S AND ANY ELIGIBLE USER'S USE THEREOF IS AT ITS OWN RISK. MANAGER DOES NOT MAKE, AND HEREBY DISCLAIMS FOR ITSELF AND ON BEHALF OF ITS CORPORATE PARENTS AND AFFILIATES AND VENDORS, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, ORIGINALITY, CONSISTENCY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. MANAGER DOES NOT WARRANT THAT THE SERVICES WILL PERFORM AT A PARTICULAR SPEED, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OR FREE OF UNAUTHORIZED HIDDEN PROGRAMS, TROJAN HORSES, WORMS OR VIRUSES OR THAT THE CALCULATIONS OR OTHER FUNCTIONS PERFORMED ON CLIENT'S DATA WILL BE CORRECT OR MEET CLIENT'S NEEDS OR EXPECTATIONS. NEITHER MANAGER NOR MANAGER'S VENDORS WILL BE RESPONSIBLE FOR LOSS OF PROPERTY OR INJURY RESULTING FROM ANY SERVICE OR FOR ANY FAILURE OR INTERRUPTION OF THE SERVICES RESULTING FROM ANY CIRCUMSTANCES BEYOND MANAGER'S CONTROL. MANAGER'S ONLY RESPONSIBILITY FOR ANY OTHER FAILURE OR INTERRUPTION OF THE SERVICES WILL BE TO RE-RUN CLIENT DATA OR REPORTS CAUSED BY A MALFUNCTION OF THE SERVICES. IN NO EVENT WILL MANAGER OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE PERFORMANCE OF ANY OF THE SERVICES BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR SAVINGS, OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF THE USE OF SOFTWARE, CLAIMS BY OTHERS, INCONVENIENCE OR SIMILAR COST, OR FOR THE FAILURE OF CLIENT TO PERFORM CLIENT'S RESPONSIBILITIES, EVEN IF MANAGER HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE X

Termination

Section 10.1                    Client may, in its sole option, upon written notice, terminate this Addendum. Manager may in its sole option, upon written notice, terminate this Addendum if Client:

(a)           has materially breached any of its material obligations hereunder, and such breach is not cured within thirty (30) days after written notice thereof by Manager to Client; or

EXECUTION VERSION

GR-NEAM®

(b)becomes insolvent or institutes or has instituted against Client voluntary or involuntary proceedings in bankruptcy or under any other insolvency law, or makes or consents to an arrangement with creditors, or corporate reorganization, receivership or dissolution, of Client; or

(c)ceases to be an Asset Management Client of Manager.

Section 10.2 Notwithstanding the provisions of Section 10.1(a) to the contrary, Manager may terminate this Addendum immediately upon notice if Client breaches Section 3.3 or ARTICLE VIII of this Addendum.

Section 10.3 In the event of the termination of this Addendum, Client shall cease, and Manager may disable, all access to the Services.

ARTICLE XI

Force Majeure

Neither Client nor Manager shall be liable for any failure or delay in the performance of its obligations pursuant to this Addendum and such failure or delay shall not be deemed a breach of this Addendum or grounds for termination hereunder; provided that, such failure or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of reasonably available and economical alternate sources, work-around plans, or other means and if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, threatened terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties, court order, third party nonperformance, or any other similar cause beyond the reasonable control of such party (each, a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those of its obligations pursuant to this Addendum affected by the Force Majeure Event for as long as such Force Majeure Event continues. The party whose performance is delayed by a Force Majeure Event shall immediately notify the other party by telephone (to be confirmed by written notice within three (3) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

ARTICLE XII

Indemnification

Section 12.1                    Indemnification by Client. Subject to the conditions, provisions and limitations of this Addendum, Client hereby agrees to indemnify, defend and hold harmless Manager and its affiliates from and against all Losses asserted against, resulting to, imposed upon or incurred by Manager by reason of or resulting from any of the following:

(a) Any use or misuse of the Services by Client or its Eligible Users including, without limitation, any material violation by Client or any Client of the Manager Terms and Conditions or the Documentation; or

EXECUTION VERSION

GR-NEAM®

(b) Any allegation or claim that any Client Data or any other intellectual property used by Client in connection with the transactions contemplated in this Addendum infringe or violate any Proprietary Rights of any third party.

Section 12.2                    Indemnification by Manager. Subject to the conditions, provisions and limitations of this Addendum, Manager hereby agrees to indemnify, defend and hold harmless Client from and against all actual and direct damages, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements (collectively, "Losses"), asserted against, resulting to, imposed upon or incurred by Client by reason of or resulting from any allegation or claim that the intellectual property rights owned by and proprietary to Manager that are used in the provision of the Services infringe any Proprietary Rights; provided, however, that Manager shall have no obligation or liability with respect to any infringement claim to the extent such alleged infringement is based on (a) the use of the Services in violation of this Addendum; (b) the combination, or use of the Services with any service, product, equipment, program or data unless otherwise contemplated under this Addendum; or (c) the alteration, modification or change of any portion of the Services other than by Manager or its employees, agents or subcontractors or with Manager's express prior written consent; and provided further that Manager may, in its sole election and expense, but without any obligation to do so, either (i) procure for Client and its Eligible Users the right to continue to make use of the allegedly infringing portion of the Services, (ii) replace or modify the portion of the Services at issue with substitute matter that is non-infringing but which causes the portion of the Services at issue to be of substantially equivalent functionality and performance to the portion of the Services alleged to be infringing, or (iii) terminate this Addendum.

Section 12.3                    Indemnification Procedures. The obligations and liabilities of Manager and Client hereunder with respect to their respective indemnities pursuant to this ARTICLE XII, resulting from any claim, demand or other assertion of liability by third parties (hereinafter collectively called "Demands"), shall be subject to the following terms and conditions:

(a)Subject to the consent of the party to be indemnified pursuant to this ARTICLE XII (the "Indemnified Party") (such consent not to be unreasonably withheld, delayed or conditioned), the indemnifying party (the "Indemnifying Party") will have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise or settlement to be undertaken on behalf of and for the account and risk of the Indemnifying Party.

(b)In the event the Indemnifying Party shall elect not to undertake such defense by its own representatives, the Indemnifying Party shall give prompt written notice of its election to the Indemnified Party, and the Indemnified Party will undertake the defense, compromise or settlement thereof by counsel designated by it whom the Indemnifying Party determines in writing to be satisfactory for such purposes. The consent of the Indemnifying Party to the Indemnified Party's choice of counsel shall not be unreasonably withheld, delayed or conditioned.

EXECUTION VERSION

GR-NEAM®

(c)No settlement or compromise of any such Demand may be made by a Party hereto without the prior express written consent or approval of the other Party hereto (such consent not to be unreasonably withheld, delayed or conditioned).

(d)In the event that any Demand shall arise out of a transaction or cover any period or periods wherein Client and Manager each is or may be liable hereunder for part of the liability or obligation arising therefrom, then such Parties shall, each choosing its own counsel and bearing its own expense, defend such Demand, and no settlement or compromise of such Demand may be made without the joint consent or approval of Manager and Client, except where the respective liabilities and obligations of Client and Manager are clearly allocable or attributable on the basis of objective facts.

(e)The agreements to indemnify contained in this ARTICLE XII shall survive termination or expiration of this Addendum for a period of three (3) years after the effective date of such termination or expiration; provided, however, that with respect to any Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim) for which notice has been timely given within such three (3) year period, the indemnification period shall be extended until the final resolution of such Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim).

(f)A party having reason to believe that it may be entitled to indemnification under this ARTICLE XII shall give reasonably prompt written notice to the other party hereto from whom indemnification may be sought specifying in reasonable detail the nature and basis of any Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim) which may give rise to such indemnification but such notice shall not be a condition of such indemnification. The failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this ARTICLE XII, unless the delay or failure to provide such notice prejudices an Indemnifying Party in a manner that demonstrably results in additional actual and direct damages to such Indemnifying Party, in which event such Indemnifying Party shall be relieved of such obligations, but only to the extent such additional actual and direct damages can be proved.

ARTICLE XIII

Limitations on Liability

Section 13.1                    Direct Damages. In the event Manager shall be held liable to Client, for any matter arising out of, under, or in connection with this Addendum, whether based on an action or claim in contract, equity, negligence, tort, or otherwise, the amount of direct damages recoverable against Manager for all events, acts or omissions shall not exceed, in the aggregate, an amount equal to the sum of all fees received by Manager pursuant to this Addendum for a period of three (3) months prior to the date on which the claim or claims arose.

Section 13.2                    No Indirect Damages. Neither Client nor Manager shall be liable for any indirect, incidental, special, or consequential damages, punitive, exemplary, or other similar damages or amounts for loss of income, profits, or savings arising out of or relating to this Addendum.

EXECUTION VERSION

GR-NEAM®

ARTICLE XIV

General Provisions

Section 14.1                    Binding Effect. Client may not assign this Addendum without the prior written consent of Manager which may be withheld in its sole discretion, and any assignment in violation of this Addendum shall be null and void. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.

Section 14.2                    Severability. If any part of this Addendum, or the application thereof to any person or circumstance, is for any reason held invalid or unenforceable, it shall be deemed severable and the validity of the remainder of this Addendum or the applications of such provision to other persons or circumstances shall not be affected thereby.

Section 14.3                   Export Regulations. Client acknowledges that the Services and any direct products thereof may be subject to United States export laws, statutes and regulations, and that Client will at all times comply with the provisions of such laws, statutes and regulations including obtaining any necessary or required licenses. Client shall not export or re-export or otherwise transmit, directly or indirectly, the Services or any direct products thereof into, or use the Services or any direct products thereof in, any country prohibited or restricted under United States export laws, statutes or regulations or any other applicable laws.

Section 14.4                   Defined Terms. Any capitalized terms not defined herein shall have the meaning set forth in the Investment Management Agreement.

Section 14.5                   Entire Agreement. This Addendum supersedes all prior and contemporaneous agreements (including any Beta Extranet Agreements), understandings, inducements and conditions, express or implied, oral or written, or any nature whatsoever with respect to the subject matter hereof.

ARTICLE XV

Ongoing Testing

Periodically, Manager may ask Client to beta test and evaluate certain additional CARA° tools and/or services that Manager is developing. Manager is willing to provide sample data, information or software from such additional services ("Test Data") to Client at no charge for a limited period of time provided that:

1.Client will use the Test Data solely for the purpose of evaluating the Test Data and Manager's services within the Client's own organization and not for redistribution to any third party. Manager, within its sole discretion and without further notice, may discontinue providing such Test Data at any time.

2.The Client understands and acknowledges that in such instances the CARA° tools and or services would be in a beta format and the final format and content of the CARA° tools and/or services may be substantially different from the form presented to the Client. Additionally,

EXECUTION VERSION

GR-NEAM®

Client acknowledges that as a result of the beta condition of such CARA tools and/or services, some of the functionality may be impaired or nonexistent and the client as a beta tester agrees to inform Manager of any bugs, glitches or other issues affecting the website.

ARTICLE XVI

Systems Requirements

The Client must be able to access the Internet via an Internet Service Provider of its choice at its own expense. Manager's website is designed to work optimally with Microsoft Internet Explorer 6.0 service pack 1 and above. Certain sections of the website may not be viewable with other model browsers or older versions of Microsoft Internet Explorer. In addition, Client must use a Windows based PC to access Manager's website and a broadband connection is highly recommended.

As standards change, Client may need to upgrade existing hardware or software in order to continue to access Manager's website. Manager's technical support is not responsible for Client's inability to access grneam.com for reasons beyond its control, including but not limited to:

1)Incompatible and/or deficient hardware, software, modem, operating system, communications or any other component.

2)Connectivity difficulties resulting from telephone communications, Client's ISP, Client's modem, Client's computer, telephone volume, traffic levels resulting in slow or no response time or incomplete data transmission;

3)Problems associated with Internet browsing software such as plug-in components, helper applications, enhancements, upgrades and add-ons, or versions older than those recommended.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be signed by their duly authorized representatives as of the day and year first above written.

General-Re New England                                                                           US Alliance Corporation

Asset Management, Inc.

/s/ Gerald T. Lynch                                                                                      /s/ Jack H. Brier

By: Gerald T. Lynch                                                                                     By:  Jack H. Brier

Its:  Chief Executive Officer                                                                        Its:  President

EXECUTION VERSION

GR-NEAM®

Exhibits

Exhibit A. The Services

Exhibit B-1. List of Eligible Users and Program Administration - Monthly Investment Accounting and Reporting Package

Exhibit B-2. List of Eligible Users and Program Administration - CARA® Toolset

EXECUTION VERSION

GR NEAM®

EXHIBIT A

Services

Manager's CARA® system is an investment portfolio analytics system. It performs a wide range of analytics calculations on a wide range of securities, portfolios, and indices. The system runs on central site computers (currently in Trumbull, CT). Eligible Users utilize a desktop workstation or PC and Internet Service Provider to access the system. Client supplies the desktop equipment and Internet connection. The system includes:

-Use of Central Site software

-Access to Central Site Database (Indicative, Pricing, Historical)

-Downloading capability of calculated data

CARA® Toolset/Client Reports:

Market Monitors: A collection of "rich/cheap" tools used to analyze broad market indices, yield curves, spreads and specific asset classes.

Risk Portal: CARA' s Risk Portal is a comprehensive suite of reports to aid in managing and assessing the risk in a portfolio. The suite of Risk Portal reports covers many topic areas including summary analysis, comparison analysis, concentration risk, surveillance, quality & ratings, transactions and liquidity analysis.

Investment Accounting and Reporting Package: Ability to electronically receive and print monthly investment accounting and reporting package directly from the website.

Data Warehouse: Ability to access holdings, analytics and security master details to develop and prepare reports. The data warehouse is another option to meet changing needs and ad hoc reporting requirements.

EXECUTION VERSION

GR-NEAM®

EXHIBIT B-1

List of Eligible Users and Program Administrator

FOR GR-NEAM'S WEBSITE-

ACCESS TO MONTHLY INVESTMENT ACCOUNTING AND

REPORTING PACKAGE

US ALLIANCE CORPORATION

4123 SW Gage Center Drive, Suite 240

Topeka, Kansas 66604

NAME	PHONE NUMBER	E-MAIL ADDRESS
Program Administrator: Jeff Brown	785-228-0200	jeffb@usalliancecorporation.com
Authorized Users: Jack H. Brier	785-228-0200	jackb@usalliancecorporation.com dons@usalliancecorporation.com
Don Schepker	785-228-0200

EXECUTION VERSION

GR-NEAM®

EXHIBIT B-2

List of Eligible Users and Program Administrator

FOR GR-NEAM'S WEBSITE-

ACCESS TO CARA° TOOLSET

US ALLIANCE CORPORATION

4123 SW Gage Center Drive, Suite 240

Topeka, Kansas 66604

NAME	PHONE NUMBER	E-MAIL ADDRESS
Program Administrator: Jeff Brown	785-228-0200	jeffb@usalliancecorporation.com
Authorized Users: Jeff Brown	785-228-0200	jeffb@usalliancecorporation.com jackb@usalliancecorporation.com dons@usalliancecorporation.com
Jack H. Brier	785-228-0200
Don Schepker	785-228-0200

EX-10.7.2

EXHIBIT 10.7.2

EXECUTION VERSION

SUBADVISORY INVESTMENT MANAGEMENT AGREEMENT

THIS SUBADVISORY INVESTMENT MANAGEMENT AGREEMENT is effective on December 19, 2012 ("Agreement") by and between US ALLIANCE INVESTMENT CORPORATION ("Adviser"), a corporation organized under the laws of the State of Kansas, and GENERAL RE — NEW ENGLAND ASSET MANAGEMENT, INC. ("Sub-Adviser"), a corporation organized under the laws of Delaware. This Agreement includes Schedules A through E, which are incorporated in their entirety by reference.

WHEREAS, the Adviser is the Investment Manager under that certain Investment Management Agreement by and between Adviser and US Alliance Life and Security Company (hereafter also referred to as "USAL" or "Adviser's Client") dated as of October 18, 2012 (the "Management Agreement"); and

WHEREAS, pursuant to Section 18 of the Management Agreement, Adviser may appoint a sub advisor for the purpose of providing investment management services to USAL; and

WHEREAS, Adviser has requested and Sub-adviser intends to provide investment management services in a sub-advisory capacity to Adviser.

NOW, THEREFORE, the parties hereby agree as follows:

1.     Appointment and Authorization of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to provide investment management in accordance with the terms and conditions of this Agreement and the Sub-Adviser accepts such appointment. The Sub-Adviser shall manage with total discretion the investment and reinvestment of the cash, securities and other assets listed on attached Schedule A, owned by Adviser's Client listed on attached Schedule D (the "Account Holder") and held in the account(s) allocated to it by the Adviser for management under this Agreement and described on Schedule D (the "Account"). The Sub-Adviser shall have total discretion with respect to investment management of the Account. Without limiting the generality of the foregoing, Sub-Adviser shall provide the management and other services specified, below, all in such manner and to such extent as may be directed from time to time by the Adviser.

2.     Duties of the Sub-Adviser. Subject to the direction of the Adviser in accordance with this Agreement, the Sub-Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets subject to this Agreement, in accordance with any specific directives and the investment restrictions and guidelines of the Account Holder which are set forth on attached Schedule B (the "Investment Guidelines"). To carry out such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Adviser, for the account of, at the risk of and in the name of the Account Holder, to place orders and issue instructions

EXECUTION VERSION

with respect to such transactions for the Account. In all purchases, sales and other transactions in securities for the Account Holder, the Sub-Adviser is authorized to exercise full discretion and act for the Account Holder in the same manner and with the same force and effect as the Adviser might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

3.      Appointment of Custodian and/or Subcustodian. The Adviser agrees to confirm with the Account Holder the requirement to establish and maintain suitable custodian and/or subcustodian ("Custodian") arrangements for assets in the Accounts for which the Sub-Adviser provides sub-advisory services. The Sub-Adviser shall have the right to review any custody arrangements so established and to require the Account Holders to implement any reasonable changes therein necessary to effectuate the Sub-Adviser's investment decisions and/or to prevent the Sub-Adviser potentially from being deemed to have custody of any such assets. The Sub-Adviser shall instruct all brokers and dealers executing orders on its behalf to forward to the Adviser and/or Custodian (if any) copies of all confirmations promptly after execution of transactions. The Account Holder shall be responsible for paying any fees or charges imposed by the Custodian. The Sub-Adviser will not accept or maintain custody of any Account Holder assets.

4.      Investment Accounting Services. Effective as of January 1, 2012, and until further notice, Sub-Adviser will provide investment accounting services for Adviser's Client, and will assist Adviser in preparing Adviser's Client's statutory Schedule D, if applicable. Adviser acknowledges that Sub-Adviser will provide accounting data according to Sub-Adviser's standard interpretation of accounting principles, unless expressly instructed otherwise by Adviser's prior written notice.

5.       Adviser Reports and Electronically Available CARA® Toolset and Information.

Both Parties agree that the Web Access Addendum attached as Schedule E hereto shall govern the Sub-Adviser's provisions and Adviser's use of the electronically available CARA® toolset and information.

Sub-Adviser shall prepare 1) monthly appraisal reports and detailed holdings reports, showing current book values, securities valuations, unrealized gains and losses, book yields and average life; and 2) quality and maturity distribution reports.

Additionally, investment accounting reports generally include the following:

q Investment Income Earned

q Securities on Deposit - By State

q Summary of General Ledger Journal Entries

q Trial Balance

q Schedule D data, including NAIC Rating information

EXECUTION VERSION

Sub-Adviser shall deliver investment accounting reports to Adviser no later than the morning of the sixth business day following each reporting month.

Adviser agrees to obtain its appraisals and investment accounting reports via Sub-Adviser's website, GRNEAM.com. However, both Parties agree that the Adviser has the right to receive hard copies and that, upon Adviser's written request, Sub-Adviser will send Adviser hard copies of the appraisals and/or investment accounting reports.

The Account's performance will be sent monthly, quarterly or annually upon Adviser request. Ad hoc reports and presentation materials are prepared as reasonably directed by Adviser.

6.      Fees and Expenses. The Sub-Adviser shall provide the services under this Agreement to the Adviser subject to the fee schedule set forth on attached Schedule A, payable quarterly in arrears and prorated for partial periods. The Adviser shall pay the Sub-Adviser no later than 15 days after Adviser's receipt of Sub-Adviser's invoice.

7.        Brokerage Transactions. The Adviser hereby grants the Sub-Adviser complete discretionary trading authorization to act as agent and attorney-in-fact with respect to investments made on behalf of the Accounts. The Sub-Adviser is authorized to select any broker or dealer that, in the Sub-Adviser's opinion, is capable of properly executing the transaction in a manner that is most beneficial to the Account Holder. In choosing a broker, dealer or bank, the Sub-Adviser will consider the broker, dealer or bank's execution capability, reputation and access to the markets for the securities being traded for the Account Holder. The Sub-Adviser will seek competitive commission rates, but not necessarily the lowest rates available.

The Sub-Adviser may also send transactions for the Account to brokers who charge higher commissions than other brokers, provided that the Sub-Adviser determines in good faith that the amount of commissions the Sub-Adviser pays is reasonable in relation to the value of the brokerage and research services provided, viewed in terms either of that particular transaction or the Sub-Adviser's overall responsibilities with respect to all Asset owners whose accounts the Sub-Adviser manages on a discretionary basis.

Portfolio transactions for the Account generally are completed independently. However, if the Sub-Adviser decides to purchase or sell the same securities for the Account Holder and any of Sub-Adviser's clients at about the same time, the Sub-Adviser may combine the Account Holder's order with those of its clients if the Sub-Adviser reasonably believes that it will be able to negotiate better prices or lower commission rates or transaction costs for the combined order than for the Account Holder's order alone. The Account Holder will pay the average price and transaction costs obtained for such combined orders. The Sub-Adviser generally will allocate securities purchased or sold as part of a combined order to the Accounts and to accounts of its clients according to the size of the order placed for each client.

EXECUTION VERSION

If the Sub-Adviser is unable to obtain execution for the total amount of the securities in the combined orders, adjustments to the allocation will generally be made in a manner that Sub-Adviser deems to be fair and equitable to the Account Holder. Therefore, the Sub-Adviser may increase or decrease the amounts of securities allocated to the Account Holder if necessary to avoid having odd or small number of shares held for the account of any Account Holder and may deviate from a selected allocation methodology based on, among other factors, available cash in the account or account-specific investment guidelines. The Account Holder that participates in a combined order will receive or pay the average share price and/or transactions costs for all transactions executed as part of the combined order.

The Sub-Adviser shall provide to the Adviser a monthly report certifying compliance with each Account Holder's investment guidelines and identify any exceptions.

8.     Valuations. The Sub-Adviser shall provide valuations to the Adviser for all Account securities managed under this Agreement no later than the end of the first business day of each month. The Sub-Adviser shall value the securities using independent pricing sources or in accordance with any reasonable valuation method selected by the Sub-Adviser, consistent with industry accepted practices.

9.     Representations and Acknowledgments of the Adviser. All investments shall be at the exclusive risk of the Account Holder, who have expressly acknowledged and accepted in their agreement with the Adviser that neither the Adviser nor any sub-adviser it selects guarantees any return on the investments selected and may not be held responsible for any losses.

The execution and delivery of this Agreement by the Adviser shall constitute the Adviser's representation and the warranty that (i) Adviser has been duly organized and is in good standing in its place of domicile and has full power and authority to enter into the Agreement and it will deliver to the Sub-Adviser evidence of such authority as the Sub-Adviser may reasonably require; (ii) the terms of the Agreement do not violate any term or condition of any document relating to the Adviser and any affiliates of Adviser or any obligation arising by contract, operation of law or otherwise, by which the Adviser and its affiliates are governed or bound; (iii) the Agreement has been duly authorized by an authorized person ("Adviser's Authorized Person") and when so executed and delivered will be binding upon the Adviser and any affiliate or related interest holder; (iv) that Adviser and each of its affiliates have made and shall continue to make on a timely basis, all required filings containing all necessary disclosures and information concerning this Agreement and the Management Agreement with the Kansas Insurance Department and any other regulatory or governmental bodies to which they are subject; (v) Adviser and its affiliates have made and shall continue to make on a timely basis, all of the disclosures and reports arising out of or relating to this Agreement and the Management Agreement that are necessary and required by the Kansas Insurance Department and applicable Kansas insurance regulations, including but not limited to disclosing this Agreement and the sub-advisory relationship created herein for the purpose of managing the Account Holder's assets pursuant to the terms of the Management Agreement and shall provide all such disclosure documents to Sub-Adviser promptly upon request; (vi) Adviser, its parent company or its

EXECUTION VERSION

affiliates have received all of the required approvals necessary for Adviser to act as investment manager for the Account Holder and to sub-advise its investment management obligations under the Management Agreement to Sub-Adviser pursuant to this Agreement, including all attachments and fee schedules and shall provide all such approvals to Sub-Adviser promptly upon request; (vii) there are no pending agreements, transactions, or negotiations to which Adviser or its affiliates are a party that would render this Agreement or any part of it, void, voidable, or unenforceable; and (viii) Adviser and its affiliates have consulted with attorneys, accountants and any other advisers they deem necessary in connection with this Agreement and the management of the Account by the Adviser and Sub-Adviser.

10.       Representations of the Sub-Adviser. The Sub-Adviser represents that it is registered as an investment adviser under the Advisers Act and that it is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

11.       Privacy. The Sub-Adviser agrees that no Account Holder information shall be shared with any third party or affiliate of the Sub-Adviser or used for any purpose, except in connection with the performance of the Sub-Adviser's duties and responsibilities under this Agreement and as may be permitted or required by statute, regulation, or process of court of competent jurisdiction.

12.       Compliance Review. Any party to this Agreement, and any regulatory authorities having jurisdiction over either party, will have the right, at any reasonable time and upon reasonable notice to the other party, to review and inspect the other party's policies, procedures and practices to determine whether the other party is complying with its obligations under this Agreement, or under applicable law or regulation. Such review and inspection may include reasonable access to the other party's premises, personnel and records and/or a request to complete a periodic due diligence survey.

13.       Regulatory Actions. The Adviser shall notify Sub-Adviser immediately of any material legal or regulatory action taken against it, the Account Holder or any affiliate of either, or any investigation commenced by any of the Adviser's or its affiliate's regulators, other than a standard review/inspection, immediately upon notice to Adviser of such action or investigation.

14.       Liability.

(a)The Sub-Adviser shall not be liable to Adviser, Adviser's Client or their shareholders or their successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Adviser and Adviser's Client if such act or failure to act did not involve gross negligence, fraud or a breach of this Agreement on the part of the Sub-adviser.

(b)The Sub-Adviser shall not be responsible for any loss incurred by reason of any act or omission of the Adviser, the Account Holder, the Custodian, or any broker-dealer,

EXECUTION VERSION

but shall make reasonable efforts to require that any broker-dealer it selects properly performs its obligations.

(c)The Sub-Adviser shall not be liable to the Adviser or the Adviser's Client for any damage or loss resulting from legislation, actions by public authorities, acts of war, natural disasters, strikes, blockades, boycotts, lockouts or similar circumstances.

(d)The Sub-Adviser shall not be liable for any damage or loss which is caused by securities exchanges or other marketplaces, custodian institutions, central securities depositories, clearing organizations, or other parties which provide equivalent services, and nor shall the Sub-Adviser be liable for any loss or damage caused by contractors selected by Sub-Adviser with due care or those who have been recommended by the Adviser or Adviser's Client. Nor shall the Sub-Adviser be liable for any damage or loss that occurs to the Adviser or the Adviser's Client or any other affiliate or interest holder due to restrictions upon disposal that may be applied against the Sub-Adviser in respect of financial instruments.

The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights that clients may have under any federal securities laws.

Sub-Adviser intends to review applicable state insurance investment regulations and to share its understanding of them with the Adviser. Adviser understands that any information Sub-Adviser may provide with respect to its understanding of such regulations does not constitute legal, tax or regulatory advice and is for informational purposes only. Adviser acknowledges that it and/or Adviser's Client is/are solely responsible for the investment guidelines and compliance with applicable laws.

15.       Indemnification. Without limiting any other remedy available to the Sub-Adviser, the Adviser shall hold the Sub-Adviser and any other corporation and/or partnership with which it is affiliated, directly or indirectly, and any employees, officers and partners thereof harmless and shall indemnify the Sub-Adviser and any other such corporation or partnership and employees, officers, and partners thereof against any and all costs, expenses, liability or loss of any kind or nature whatsoever, including legal expenses, which they may incur or suffer, if and to the extent such costs, expenses, liability or loss are caused by the inaccuracy of information the Adviser provides or the Adviser's breach of any of the provisions of the Agreement. Adviser shall not be responsible under this section for losses caused by the willful default, gross negligence, or fraud of the Sub-Adviser, its directors, officers or agents.

16.       Recognition of Other Services and Conflicts of Interest. Adviser understands and agrees that Sub-Adviser offers investment advisory services to others and that Sub-Adviser's services hereunder are not exclusive. Accordingly, the Sub-Adviser and its affiliates (including, for the purposes of this section, officers, directors, principals, and employees of Sub-Adviser and its affiliated entities) may make investment decisions and execute transactions for accounts other

EXECUTION VERSION

than those described herein and for their own accounts and other accounts which may differ from or be the same as advice given or the timing and nature of action taken with respect to the Account. The Sub-Adviser, its affiliates, and its or their officers, directors and employees, may also buy, sell, and hold securities for their accounts and take actions that differ from recommendations made to the Adviser. The Sub-Adviser shall not be required to select for the Adviser's Clients any security that the Sub-Adviser, its officers or employees may purchase or sell for its or their own accounts or purchase or sell or recommend for purchase or sale for another client if, in the Sub-Adviser's sole discretion, this action is not practical or desirable for the Adviser or its clients.

The Sub-Adviser and its affiliates may, from time to time, perform a variety of services for, or solicit business from, a variety of companies, including issuers of securities that the Sub-Adviser may recommend for purchase or sale by, or effect transactions in the account of, the Sub-Adviser's clients. In connection with providing these services, the Sub-Adviser and its affiliates may come into possession from time to time of material non-public and other confidential information which, if disclosed, might affect an investor's decision to buy, sell or hold a security. Under applicable law, the Sub-Adviser and its affiliates may be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of the Sub-Adviser or the Sub-Adviser's affiliates. Accordingly, should the Sub-Adviser or its affiliates come into possession of material non-public or other confidential information with respect to any company, they may be prohibited from communicating such information to their clients, or from purchasing or selling securities issued by that company for client accounts and the Sub-Adviser and its affiliates will have no responsibility or liability for failing to disclose such information or to trade while in possession of such information as a result of following their policies and procedures designed to comply with applicable law.

The Sub-Adviser will provide the Adviser from time to time with additional information concerning any known conflicts of interest. The Sub-Adviser will attempt to resolve any actual conflicts of interest by exercising the good faith of fiduciaries and the Sub-Adviser believes it will be able to resolve conflicts on an equitable basis.

All information and advice furnished by any party to the others hereunder, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as agreed upon in writing or required by law.

17.           Authorized Persons. The Adviser hereby authorizes the Adviser's Authorized Person(s) listed on attached Schedule C, to give or receive instructions on behalf of the Adviser to the Sub-Adviser, either orally or in writing. The Sub-Adviser shall be entitled to rely on the written instruction of the Adviser's Authorized Person(s) until it receives notice of a change in these instructions or until the Sub-Adviser receives notice that a person is no longer an Adviser's Authorized Person.

EXECUTION VERSION

The Sub-Adviser hereby authorizes the Sub-Adviser's Authorized Person(s) listed below to transmit instructions to the Adviser, either orally or in writing. The Adviser shall be entitled to rely on the written instruction of the Sub-Adviser's Authorized Person(s) until it receives notice of a change in these instructions or until the Adviser receives notice that a person is no longer a Sub-Adviser's Authorized Person.

NAME:                                                      PHONE NUMBER:                                  EMAIL ADDRESS:

Patrick Scully                                           (860) 409-3296                                           patrick.scully@grneam.com

Chip Clark                                                 (858) 756-2860                                           cclark@grneam.com

Kyle Cyr                                                    (860) 409-3237                                           kyle.cyr@grneam.com

Jeffrey Knuth (Operations)                    (860) 409-3217                                           jknuth@grneam.com

18.      Notices. Any notice given pursuant to this Agreement must be in writing by an Authorized Person and may be delivered by hand, facsimile, overnight courier or certified mail, return receipt requested.

Notices to the Adviser should be sent to:

US Alliance Investment Corporation

4123 SW Gage Center Drive

Suite 240

Topeka, Kansas 66604

Attn: Jack Brier

Notices to the Sub-Adviser should be sent to:

General Re-New England Asset Management, Inc.

76 Batterson Park Road

Pond View Corporate Center

Farmington, CT 06032

Attn: Compliance Department

Fax: 860-676-8712

Each party may rely on the correctness of the above addresses until notified in writing of a new address and/or facsimile number. Notices and communications shall be effective upon receipt. Each party may presume receipt of written notice if mailed postpaid by certified mail, return receipt requested.

19.      Term and Termination. This Agreement shall commence as of the effective date and then shall continue in effect until terminated by either party as provided below. Either party may terminate this Agreement in its sole discretion as of any calendar quarter-end as of which the terminating party has provided to the other party at least 90 days prior written notice of such termination. The Sub-Adviser reserves the right to refuse to renew this Agreement in its sole discretion and for any reason. In addition, either party may terminate this Agreement for "Cause"

EXECUTION VERSION

immediately upon written notice to the other party. "Cause" means (a) a material breach of this Agreement by the other party which is not cured within 30 days after written notice of such breach, including, but not limited to any breach of the representations and warranties made herein, (b) the bankruptcy or insolvency of the other party, (c) reasonable evidence of gross negligence or intentional misconduct by the other party or its affiliates, agents, directors or officers in connection with that party's obligations hereunder, (d) conviction of such other party or any of its principals of any felony or a misdemeanor involving business, financial, or commercial activity that reasonably may impact this Agreement or the performance of either party's obligations hereunder.

The Agreement shall terminate (a) immediately upon receipt of written notice of termination from the terminating party where such a right exists; or (b) as the Adviser and the Sub-Adviser otherwise mutually agree in writing. Termination by either party shall not affect any order, sale or purchase initiated prior to the receipt of the notice of termination. The provisions of Section 11, 14, 15 and 21 and shall survive the termination of this Agreement.

20.       Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign (as that term is used in the Advisers Act) this Agreement without the written consent of the other party.

21.       Governing Law. The Agreement shall be construed in accordance with and governed by the laws of Kansas without regard to any principles of conflicts of laws, but nothing in this Agreement shall be interpreted in any way inconsistent with the Advisers Act or the rules thereunder.

22.       Separability. If one or more of the provisions in this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

23.       Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

24.       Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

25.       Amendments. This Agreement, including the Exhibits, may be amended only by an instrument in writing signed by each party.

26.       Entire Agreement. There are no oral agreements or understandings with respect to or affecting this Agreement, and this Agreement constitutes the entire agreement between the parties hereto with regard to the subject hereof.

EXECUTION VERSION

27.        Form ADV. Adviser has received and reviewed a copy of Sub-Adviser's Form ADV Part 2A Brochure, Sub-Adviser's Form ADV Part 2B Brochure Supplement and a copy of this Agreement.

28.        Independent Contractor. The relationship of Sub-Adviser to Adviser is and shall remain during the term of this Agreement that of independent contractor. Sub-Adviser and Adviser are not partners or joint venturers with each other under this Agreement, and nothing in this Agreement shall be construed so as to make them partners or joint venturers, or to impose any liability as such on either of them.

29.        No Third Party Rights. Except as expressly set forth herein, nothing in this Agreement is intended to benefit any person or entity other than the Parties and no such person or entity shall have any rights under this Agreement or standing to enforce it.

30.        Sub-Adviser as Third Party Administrator. Provided that Adviser designates Sub-Adviser as its third party administrator ("TPA") and authorizes Sub-Adviser to file on its behalf by submitting the appropriate authorization letter with the NAIC Securities Valuation Office ("SVO"), Sub-Adviser shall act as NAIC TPA in order to provide quarterly and/or annual NAIC prices and ratings, and to monitor securities in the Account to determine whether NAIC registration is required. Sub-Adviser shall not charge a fee for acting as NAIC TPA. Sub-Adviser shall have no obligation to pay any filing fees or other fees which may be required by NAIC and shall pass along notice of such fees to Adviser. Adviser shall send Sub-Adviser a copy of the authorization letter sent to the SVO as confirmation of the TPA designation.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

EXECUTION VERSION

31. Extraordinary Expenses. In the event Sub-Adviser is compelled to incur any expenses outside the ordinary course of business as the result of any inquiry, investigation, litigation or similar process of court or law in connection with this Agreement as the result of actions brought against the Adviser or by or against the Adviser's Client, Adviser shall be responsible for all such expenses, except to the extent it is ultimately determined that all or part of such expenses were incurred due to the fault of Sub-Adviser

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date and year first above written.

US ALLIANCE INVESTMENT CORPORATION	GENERAL-RE NEW ENGLAND ASSET MANAGEMENT, INC.
BY: /s/ Jack H. Brier Its:  President	BY: /s/ Gerald T. Lynch Its:  President

Taxpayer Identification Number: 45-5555289

EXECUTION VERSION

SCHEDULE A

I.          ACCOUNT ASSETS.

A.           Managed Assets - Adviser has deposited the following securities, cash and other assets with the Custodian identified below to be managed under this Agreement:

Cash in the approximate amount of $3 million (USD)

B.           Unmanaged Assets - Advisory also deposited with the Custodian the following assets which are not to be managed under this Agreement:

NOT APPLICABLE

II.          CUSTODY OF ACCOUNT ASSETS.  The assets to be managed under this Agreement and any Unmanaged Assets will be held by:

Custodian Bank: Capital City Bank 3710 SW Topeka Boulevard Topeka, Kansas 66609 Contact: Mark Burenheide Phone #: (785) 274-5792 Email:   mark.burenheide@capcitybank.corn	Custodian Account Name:	Custodian Account #:
	N/A - See Schedule E	N/A - See Schedule E

SEE ATTACHED SCHEDULE D FOR AFFILIATE CUSTODIAN ACCOUNT INFORMATION

III.          FEES. Sub-advisor's fees for services provided under this Agreement shall be as follows:

Asset Management Fees:

Annual fee of .18% (eighteen hundredths of one percent) on the first $100 million of the market value of the assets under management;

.15 % (fifteen hundredths of one percent) on the next $150 million of the market value of the assets under management;

.12% (twelve hundredths of one percent) on the next $250 million of the market value of the assets under management;

EXECUTION VERSION

GR NEAM®

SCHEDULE A CONTINUED

.10% (ten hundredths of one percent) on the next $500 million of the market value of the assets under management; and

.08% (eight hundredths of one percent) on the market value of the remaining assets under management.

Investment Accounting Fees:

In addition to the asset management fees specified above, the annual Sub-Adviser's fees for accounting services including assistance with Schedule D preparation provided under this Agreement shall be: (i) an additional .01% (one hundredth of one percent) on the market value of managed and accounted for assets, and (ii) an additional 0.02% (two hundredths of one percent) on the market value of unmanaged and accounted for assets. Investment accounting fees contemplate a 5 business day close (reports delivered on the morning of the 6th day).

Minimum Annual Fee:

Asset Management Fees and Investment Accounting Fees are subject to a minimum annual fee of $12,500.00 for the two consecutive 12-month periods commencing January 1, 2013 and ending December 31, 2014 (the "Minimum Fee Period"), which minimum fee shall be assessed and invoiced quarterly. During the Minimum Fee Period, the asset management and investment accounting fee structures described above shall commence at such time as the earned fees calculated thereunder exceed the required annual minimum.

Website Tools Fees:

CARA® Toolset & Accessing Reports via the Website

Sub-Advisory may provide Adviser with access to their monthly investment accounting and reporting package and additional analytical CARA° tools for Adviser's managed assets via Sub-Adviser's website. Sub-Adviser reserves the right to charge additional fees for access to any such CARA° tools on at least sixty (60) days notice to Adviser.

CARA® Toolset for Unmanaged Assets:

Adviser may request to utilize the CARA° tools on unmanaged assets, subject to Sub-Adviser's approval and possible additional fees. Sub-Adviser shall not be responsible for valuation of any Unmanaged Assets.

EXECUTION VE SION

GR NEAM®

SCHEDULE A CONTINUED

IV.          BROKERAGE DIRECTION. Adviser directs Sub-Adviser to cause all transactions for the Account to be executed through the following broker, dealer or Bank: __________________________________________

NOT APPLICABLE

Adviser has read, understands and accepts the limitations that this direction will place on Sub-Adviser's ability to seek best execution for the Account. This direction may be changed by Adviser at any time by notifying Sub-Adviser in writing.

EXECUTION VERSION

GR NEAM®

SCHEDULE B

INVESTMENT GUIDELINES: The investment guidelines to be followed by Sub-Adviser in managing Adviser's Account are set forth below:

(see attached)

EXECUTION VERSION

US ALLIANCE LIFE AND SECURITY COMPANY

STATEMENT OF INVESTMENT POLICIES, OBJECTIVES AND GUIDLINES

This document sets forth the investment policies, objectives and guidelines of US Alliance Life and Security Company ("UALSC" or the "Company")

I.Authority for Investment Management

The Board of Directors of UALSC shall be charged with the supervision of the investments of the Company. UALSC's Board of Directors shall be responsible for adopting the Investment Policies, Objectives and Guidelines and shall review this policy on an annual basis. The Board of Directors shall review all investment activities of the Company and take all actions needed to ensure all investments are managed in accordance with the terms of this policy and in compliance with K.S.A. 40-2b01 et.seq. The Board of Directors may designate a sub-committee ("Board Committee") or Company Officer(s) to be responsible for the implementation of the Investment Policy. The Board of Directors or such designated Board Committee or Company Officer(s) may employ the services of a registered financial advisor (affiliated or unaffiliated) to direct investment activities. All Company investments shall be approved by a majority of the Board of Directors or such designated Board Committee.

II.Investment Objectives

The goal of this policy is to set guidelines to effectively manage the Company's investment portfolio so as to maximize after-tax investment income while minimizing risk by maintaining a well-balanced and diversified portfolio. To achieve this goal, the policy seeks to ensure an optimal balance of the following objectives:

®   Ensure the existence of sufficient liquidity for the day-to-day obligations and operations of the company;

®   Management of risk across the investment portfolio and preservation of capital to assure financial strength;

®   Diversification with respect to asset class, location, maturity and position size;

®   Management of portfolio to maximize total returns in accordance with policy benchmarks and risk tolerance; and

®   Compliance with investment laws and regulations.

EXECUTION VERSION

III.Investment Guidelines

A.Diversification Requirements — Except as otherwise provided herein, the Company shall not invest, in aggregate, more than 10% of admitted assets in one issuer.

B.Approved Investment Instruments - The Company may invest in the following approved investment instruments in accordance with the restrictions set forth below:

1.   United States Government Securities — The Company may invest, without limitation, in bonds or other evidences of indebtedness that are fully guaranteed or insured by the U.S. Government or any agency or instrumentality thereof.

2.   Securities of the District of Columbia, State, Insular or Territorial Possession Government of the United States - The Company may invest in bonds or other evidences of indebtedness, without limitation, of the District Columbia, State, or any political subdivision of such, or Insular or Territorial Possession of the United States.

3.   United States Corporate Obligations — The Company may invest in bonds or other evidence of indebtedness issued, assumed or guaranteed by a corporation incorporated under the laws of the United States of America, or any state, district or insular or territorial possession thereof that are rated "1" or "2" by the National Association of Insurance Commissioners ("NAIC") at the time of purchase, or, if no NAIC rating is available, rated investment grade by S&P or Moody's.

4.   United States Preferred Stocks — The Company may invest in preferred stocks of a corporation incorporated under the laws of the United States of America, or any state, district, or insular or territorial possession thereof. Such investments, in aggregate, shall not exceed 25% of admitted assets.

5.   United States Common Stocks — The Company may invest in common stocks of a corporation incorporated under the laws of the United States of America, or any state, district, or insular or territorial possession thereof. Such investments, in aggregate, shall not exceed the lesser of 15% of admitted assets or total capital and surplus. In addition, the Company shall not make investments of greater than 2% in common stocks of any one corporation.

6.   Real Estate — The Company may purchase real estate for use in the operations of the Company (Home Office Real Estate) or for the production of income. Such investments, in aggregate, shall not exceed 20% of the admitted assets of the Company.

EXECUTION VERSION

    7.  Mortgage Loans — The Company may invest in first-lien mortgage loans on commercial or residential property with loan to value of no greater than 75% at the time of purchase. Such investments, in aggregate, shall not exceed 25% of the admitted assets of the Company. In addition, the Company shall not make investments of greater than 2% of admitted assets in any one mortgage loan.

8.  Mortgage-Backed Securities — The Company may invest in mortgage-backed securities issued by the federal home loan mortgage corporation, federal national mortgage association or a private entity. All private entity mortgage-backed securities must be designated as either a "1" or "2" by the NAIC at the time of purchase. In addition, the Company shall not make investments of greater than 2% of admitted assets in any one mortgage-backed security.

  9.  Asset-Backed Securities — The Company may invest in asset-backed securities designated as either a "1" or "2" by the NAIC at the time of purchase. Such investments shall not exceed, in aggregate, 20% of the admitted assets of the Company. In addition, the Company shall not make investments of greater than 2% of admitted assets in any one asset-backed security.

  10.  Certificates of Deposit, Time Deposits, Overnight Bank Deposits, Banker's Acceptances and Repurchase Agreements — The Company may invest in any of the following:

a.   Certificates of deposits, time deposits, overnight bank deposits and banker's acceptances issued by federally insured banks with maturities of 270 days or less from the date of acquisition; and

b.   Repurchase agreements with acceptable collateral and maturities of 270 days or less from the date of acquisition.

  11.  Commercial Paper — The Company may invest in the commercial paper of US corporations that:

  a.   Are rated at least "A-2" by S&P or "P-2" by Moody's or the equivalent rating of another nationally recognized rating agency if S&P & Moody's cease publishing ratings of these securities; and

EXECUTION VERSION

b. Have maturities of 270 days or less from the date of acquisition.

  12.  Money Market Accounts or Funds — The Company may in money market accounts or funds that meet the following criteria:

a.   A substantial portion of the assets of the money market account or fund must be comprised of the investments instruments described in clauses (1) through (3) and (11) above;

b.   Issuers of the fund or account's investments must have a combined capital and surplus in excess of $500,000,000;

c.   Maturities of 270 days or less from the date of acquisition;

d.   Have net assets of not less than $500,000,000; and

e.   Have the highest rating available of S&P or Moody's, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments.

C.Foreign Securities — Due to the high liquidity needs of the Company at the outset of operations, investments shall initially be limited to the instruments listed in section B above. The Company may, upon the approval of a majority of its Board of Directors or any designated Board Committee, invest in common stock, preferred stock, debt obligations and other securities located outside the United States as permitted under Chapter 40 of the Kansas Statutes Annotated, and amendments thereto.

D.Medium and Lower Grade Obligations — At no time shall the aggregate amount of all medium and lower grade obligations held by the Company exceed 20% of the Company's admitted assets. Investments in medium and lower grade obligations shall be subject to the following additional limitations:

a.   No more than 10% of the Company's admitted assets shall consist of lower grade obligations;

b.   No more than 3% of the Company's admitted assets shall consist of obligations designated as a "5" or "6" in the NAIC most recently published valuations of securities manual;

EXECUTION VERSION

c.   No more than 1% of the Company's admitted assets shall consist of obligations designated "6" in the valuations of securities manual;

d.   No more than 1% of the Company's admitted assets shall be invested in medium grade obligations, issued, guaranteed or insured by any one institution;

e.   No more than '/2% of the Company's admitted assets shall be invested in lower grade obligations issued, guaranteed or insured by any one institution; and

f.   No more than 1% of the Company's admitted assets shall be invested in any medium or lower grade obligations issued, guaranteed or insured by any one institution.

In the event that the Company shall acquire or invest, directly or indirectly, more than 2% of its admitted assets in medium or lower grade obligations, the Board of Directors shall adopt a written plan for making such investments which shall be subject to the approval of the Kansas Insurance Department.

"Medium grade obligations" mean obligations which are designated "3" by the NAIC in its most recently published valuations and securities manual. "Lower grade obligations" mean obligations which are designated "4", "5" or "6" by the NAIC in its most recently published valuations and securities manual.

E.           Downgraded Securities — Any rated asset purchased by the Company whose rating is subsequently downgraded below the minimums identified in this policy shall be identified and liquidated within ninety (90) days, unless retention of the security is approved by a majority of the Board of Directors or designated Board Committee.

IV.Diversification

A diversified portfolio is more stable and resilient than a portfolio concentrated in a few securities. Therefore, the Company's portfolio will be constructed to diversify risk with respect to asset class, geographical location, quality, maturity, business sector and individual issuer and issue concentrations.

V.Benchmarks

Additional benchmarks may be developed based on this policy and market conditions. The benchmarks will change from time to time to respond to market conditions.

VI.Reporting

If the Board of Directors shall designate a Board Committee, Company Officer or a registered financial advisor to direct the Company's investment activities, the Committee, Company Officer

EXECUTION VERSION

or registered financial advisor shall provide quarterly reports to the Board of Directors reflecting the securities purchased and sold during the quarter, securities held at the end of the quarter, current benchmarks and an overall evaluation of the portfolio's investment performance.

EXECUTION VERSION

SCHEDULE C

Secretary's Certificate

(see attached)

EXECUTION VERSION

SECRETARY'S CERTIFICATE

I, Rebecca Kinsinger, the Secretary of US ALLIANCE INVESTMENT CORPORATION (the 'Corporation"), a Corporation organized and existing under the laws of the State of Kansas, hereby certify that each of the following officers of the Corporation, acting singly, is authorized in the name and on behalf of the Corporation, to give instructions to General Re-New England Asset Management, Inc., a Corporation organized and existing under the laws of the State of Delaware (the "Manager") with respect to any and all matters, including investment and reinvestment of securities, pertaining to that certain Investment Management Agreement between the Corporation and Manager (the "Agreement"), and to execute and deliver any and all documents and to take any and all other action to carry out the purposes of said Agreement, 1 further certify that each signature set forth below appearing next to a corresponding printed officer name and title is the true and signature of such officer,

 Name of  Officer                                       Title                      Signature

Jack H. Brier                                               President

IN WITNESS WHEREOF, I set my hand and seal of the Corporation.

Rebecca Kinsinger                        8/6/2012

Secretary                                        Date

EXECUTION VERSION

SECRETARY'S CERTIFICATE

I, Rebecca Kinsinger, the Secretary of US ALLIANCE INVESTMENT CORPORATION (the 'Corporation"), a Corporation organized and existing under the laws of the State of Kansas, hereby certify that each of the following officers of the Corporation, acting singly, is authorized in the name and on behalf of the Corporation, to give instructions to General Re-New England Asset Management, Inc., a Corporation organized and existing under the laws of the State of Delaware (the "Manager") with respect to any and all matters, including investment and reinvestment of securities, pertaining to that certain Investment Management Agreement between the Corporation and Manager (the "Agreement"), and to execute and deliver any and all documents and to take any and all other action to carry out the purposes of said Agreement, 1 further certify that each signature set forth below appearing next to a corresponding printed officer name and title is the true and signature of such officer,

 Name of  Officer Title Signature

Jack H. BrierPresident

IN WITNESS WHEREOF, I set my hand and seal of the Corporation.

Rebecca Kinsinger  8/6/2012

Secretary Date

EXECUTION VERSION

SCHEDULE D

Name	State of Incorporation	Principal Business Address	Tax ID #	Custodian Information
US Alliance Life and Security Company	Kansas	4123 SW Gage Center Drive, Suite 240 Topeka, Kansas 66604	32-0348453	Custodian Bank: Capital City Bank Account Name: US ALLIANCE LIFE & SECURITY COMPANY (KID) CUSTODY ACCT. U/A DTD 7/15/11 Account No.: C888600 Account Name: US ALLIANCE LIFE & SECURITY CO CUSTODIAL ACCT U/A DTD 10/17/11 Account No.: C888500

SCHEDULE E

WEB ACCESS ADDENDUM

This WEB ACCESS ADDENDUM ("Addendum") hereby supplements the Subadvisory Investment Management Agreement between Sub-Adviser and Adviser.

WHEREAS, in addition to the services to be provided by Sub-Adviser to Adviser pursuant to the Subavisory Investment Management Agreement, Adviser desires to have access to and to use Sub-Adviser's proprietary suite of information and services for access to on-line investment reports concerning Adviser's Account and the on-line analysis of investment portfolios and other services, which are more fully described on Exhibit A hereto and on Schedule A to the Subadvsiory Investment Management Agreement; and

WHEREAS, Sub-Adviser has agreed to provide such access to information, reports and services to Adviser on the terms and conditions set forth in this Addendum; and

NOW THEREFORE in consideration of the foregoing and of the mutual promises contained in the Subadvsiory Investment Management Agreement and this Addendum Adviser and Sub-Adviser agree as follows:

ARTICLE I

Definitions

Section 1.1                      -"Adviser Data" has the meaning set forth in Section 6.1.

Section 1.2                      -"Confidential Information" has the meaning set forth in Section 8.1.

Section 1.3                      -"Documentation" means the specifications, user manuals, training materials and conditions for use published and updated from time to time by Sub-Adviser and designated as "Documentation".

Section 1.4                      -"Eligible User(s)" shall mean those employees of Adviser set forth on Exhibit B-1 and/or Exhibit B-2 hereto, or any authorized amendment to Exhibit B-1 and/or Exhibit B-2 as provided in Section 3.2(b) hereto.

Section 1.5                      -"Force Majeure Event" has the meaning set forth in ARTICLE XI.

Section 1.6                      -"Indemnified Party" has the meaning set forth in Section 12.3.

Section 1.7                      -"Indemnifying Party" has the meaning set forth in Section 12.3.

Section 1.8                      -"Losses" has the meaning set forth in Section 12.2.

EXECUTION VERSION

Section 1.9                      -"Sub-Adviser Data" means data and models made available in any form by Sub-Adviser in connection with the Services, including any data obtained by Sub-Adviser from a Vendor.

Section 1.10                    -"Sub-Adviser Proprietary System" means the Platform, Sub-Adviser Data, Services and any other proprietary materials of Sub-Adviser as further provided in ARTICLE V.

Section 1.11                    -"Platform" means a set of world wide web pages implemented by Sub-Adviser and through which Adviser's Eligible Users may access the Sub-Adviser Proprietary System over the Internet.

Section 1.12                    -"Proprietary Rights" means any United States trademark, tradename, copyright, or trade secret of a third party.

Section 1.13                    -"Service Data" means all data generated by an Internet server that relates to the number of users having access through the Platform and similar user-related usage data collected in connection with the Platform and Services.

Section 1.14                    -"Services" has the meaning set forth in Section 3.1.

Section 1.15                    -"Terms of Use" means the Legal Statement and any other terms and conditions posted at http://www.grneam.com, as amended from time to time by Sub-Adviser governing the use of the Services by customers, including Adviser and Eligible Users.

Section 1.16                    -"Vendors" means certain third parties that have granted Sub-Adviser the right to use and distribute their data, software or other proprietary materials.

ARTICLE II

Term

The term of this Addendum shall be coextensive with the term of the Subadvisory Investment Management Agreement, unless terminated earlier pursuant to ARTICLE X (the "Term")

ARTICLE III

The Services

Section 3.1                      Services. During the Term, Sub-Adviser shall make accessible to Adviser the Platform and the online information, reports and services described in Exhibit A (the "Services"). Sub-Adviser will retain control over the form and content of the Services, as well as the selection of Vendors and Data used in connection therewith, and may alter all or any portion of the Services from time to time in its sole discretion.

Section 3.2                      Grant of Rights; Eligible Users.

EXECUTION VERSION

(a)Sub-Adviser hereby grants to Adviser a non-exclusive and non­transferable license during the Term to allow Eligible Users to access the Platform, and to utilize the Services made available thereunder, solely for use in connection with Adviser's internal business purposes in accordance with the Terms of Use and Documentation.

(b)The initial Eligible Users for accessing Adviser's monthly investment account and reporting package shall be those employees of the Adviser listed on Exhibit B-1 hereto. The initial Eligible Users for accessing Sub-Adviser's CARA° toolset shall be those employees of the Adviser listed on Exhibit B-2 hereto. Permission to add a non-employee user may be granted on a case by case basis by Sub-Adviser. In the event that Adviser desires during the Term to add, subtract or change an Eligible User, Adviser's Authorized Person ( whose name appears on the Secretary's Certificate in Schedule C to the Subadvisory Investment Management Agreement) shall promptly provide to Sub-Adviser, an email notice or an amended Exhibit B-1 and/or Exhibit B-2 with the name(s) of the discontinued Eligible User(s) and the name(s) of the new or changed Eligible User(s), which amendment shall be subject to the approval of Sub-Adviser, which shall not be unreasonably withheld or delayed.

Adviser further agrees to cooperate in reviewing and confirming in writing the list of Eligible Users from time to time, upon request of the Sub-Adviser.

Section 3.3                       Limitations On Use

(a) Notwithstanding anything to the contrary contained in this-Addendum, Adviser shall not:

(i)provide access to the Platform to any person that is not an Eligible User;

(ii)except for month-end investment reports, publish, display, distribute or transfer in any form to any third party who is not an employee of Adviser, unless prior permission is granted by Sub-Adviser, any Sub-Adviser Data or the results of any research, information or material derived from the use of the Sub-Adviser's Proprietary System;

(iii)resell, make available or distribute any Sub-Adviser Data Services or Documentation (or any part thereof) to any third party whether by license or by any other means;

(iv)except for month-end investment reports, incorporate into, or warehouse on, any computer system of Adviser any Sub-Adviser Data, Documentation, Services or Sub-Adviser's Proprietary System;

(v)copy, adapt, reverse engineer, decompile, disassemble, or modify, any portion of the Sub-Adviser Data or Sub-Adviser's Proprietary System;

(vi)conceal, remove or alter any title, trademark, copyright, proprietary or restricted rights notices incorporated in the Sub-Adviser's Proprietary System;

EXECUTION VERSION

(vii)use the Sub-Adviser's Proprietary System in breach of any applicable laws, regulations or market conventions;

(viii)use Sub-Adviser's name or service marks in connection with a prospectus or the creation, issuance, offer or promotion of a financial instrument, or in their advertising or marketing materials;

(ix)use the Sub-Adviser's Proprietary System for the benefit of a third party, including, but not limited to, on a time-share basis or acting as a service bureau or application service provider;

(x)use, evaluate, or view any Services for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, which performs functions similar to or that compete with the functions performed by any of the Sub-Adviser's Proprietary System; or

(xi)authorize any third party to do any of the foregoing.

(b)Each password Sub-Adviser assigns Adviser will be kept confidential by Adviser and by the Eligible Users. If Adviser learns or suspects that such confidentiality or any provision of this Section 3.3 has in any way been breached, Adviser will immediately notify Sub-Adviser, which may assign new passwords or restrict the use of all or any portion of the Platform or the Services or take other appropriate action, in Sub-Adviser's sole discretion.

(c)Adviser shall, and shall ensure that the Eligible Users, abide by and are bound to all of the terms of the Legal Statement published and amended from time to time on Sub-Adviser's web site at [http://www.grneam.com]. Sub-Adviser shall provide Adviser with notice of any amendments to the Legal Statement on its web site.

Section 3.4                      Non-exclusive Services. Nothing contained herein shall be construed as a limitation on Sub-Adviser's ability to provide any Platform or the Services (or any portion thereof) or any similar or identical services to any third party.

Section 3.5                      Service Maintenance, Upgrades, New Versions. During the Term, Sub-Adviser shall provide Adviser with such maintenance and service upgrades as Sub-Adviser may release from time to time to its other customers who license equivalent services from Sub-Adviser. Sub-Adviser shall not be required to provide upgrades or new versions. Sub-Adviser shall have no obligation to provide new CARA® tools hereunder, and reserves the right to charge additional fees for any new CARA® tools or substantial new functionality provided. Nothing in this section shall be construed to require Sub-Adviser to provide any additional services, customized Services or Enhancement Services.

Section 3.6                      Additional Data Fees. This Agreement is subject to any requirements of Sub-Adviser's Vendors under Sub-Adviser's agreements with such Vendors, including those requirements which may be imposed from time to time.

EXECUTION VERSION

Adviser acknowledges that if it requests that the CARA° tools be utilized for assets not managed by Sub-Adviser, certain Data may be subject to separate additional consents and fees imposed by a vendor for receipt of such data through the Platform. Accordingly, Adviser agrees to pay Sub-Adviser, as applicable, such additional Vendor fees (including any increases in such Vendor fees) for any such Data requested by Adviser.

ARTICLE IV

Adviser Responsibilities

Section 4.1                      Adviser Cooperation. Adviser will cooperate with Sub-Adviser and provide any necessary assistance, equipment, access to Adviser's personnel and information to allow Sub-Adviser to perform Sub-Adviser's obligations under this Addendum, including without limitation, making available in a timely manner, as reasonably requested by Sub-Adviser, such management decisions, personnel (whether management, technical or user), information, approvals and acceptances in order that Sub-Adviser's provision of Services under this Addendum may be properly, timely and efficiently accomplished.

Adviser's Program Administrator. Adviser will designate a qualified program administrator, to be named on each of Exhibit B-1 and Exhibit B-2, who will be authorized to make binding decisions for Adviser regarding this Addendum ("Adviser's Program Administrator"), and shall, in a timely manner, (i) provide all Adviser information and data necessary for Sub-Adviser's performance of Services and assume responsibility for the accuracy of the same; (ii) arrange for Sub-Adviser's access to Adviser's staff, facilities, equipment and systems as appropriate, (iii) render all decisions required by Sub-Adviser in connection with this Addendum, (iv) distribute usernames and passwords to Eligible Users, (v) provide notice to Sub-Adviser in accordance with Section 3.2(b) of all changes to the list of Eligible Users, and (vi) take, or have taken, all other action required to be taken by Adviser under this Addendum.

Section 4.2                      Adviser Responsible for Employees and User Access. Adviser shall be responsible for the actions of all Eligible Users and anyone who obtains access to the Platform through or from Adviser or its Eligible Users, whether or not authorized by Adviser.

Section 4.3                      Consent to Electronic Signatures. Adviser agrees that whenever an Eligible User clicks on an "I Agree", "I Consent" or other similarly worded "button" or entry field with a mouse, keystroke or any other means communicable via a computer device, the Eligible User's agreement or consent will be deemed to have been made on behalf of Adviser, and shall be legally binding and enforceable on Adviser.

ARTICLE V

Sub-Adviser Proprietary System

All software and related documentation (including the Sub-Adviser Proprietary System) (i) owned by Sub-Adviser prior to the Effective Date (ii) of which Sub-Adviser acquires ownership after the Effective Date, or (iii) which is developed by or on behalf of Sub-Adviser after the Effective Date for use in connection with the Services, or (iv) which is licensed or leased from a third party by Sub-Adviser and which will be used in connection with the Services,

EXECUTION VERSION

shall be and shall remain the exclusive property of Sub-Adviser or its respective third party licensors. Adviser shall have no rights or interests therein or in any third party software of Sub-Adviser. All Service Data shall be Sub-Adviser's Confidential Information and Sub-Adviser shall own all Service Data.

ARTICLE VI

Data and Reports

Section 6.1                      Ownership of Adviser Data. All data and information submitted to Sub-

Adviser by Adviser in connection with the Services (the "Adviser Data") is and shall remain the property of Adviser. Except as permitted by this Addendum or the Investment Management Agreement or as reasonably necessary to provide the Services, Sub-Adviser shall not use the Adviser Data or, disclose or otherwise provide the Adviser Data to third parties.

Section 6.2                     Reports. Adviser may use the Platform to produce reports presenting Adviser Data in accordance with Sub-Adviser's standard reporting formats as described in Exhibit A and in such other reporting formats as the parties may agree (the "Reports"). Adviser may also be able to access its monthly investment accounting and reporting package for its Account via the Platform.

If Adviser elects to receive the monthly investment accounting and reporting package for its Account via hard copy, in lieu of access via the Platform this box should be checked. ❑

The Adviser may revoke this preference at any time, and/or can receive a hard copy of any of its monthly investment accounting reports by written notification to Sub-Adviser.

Section 6.3                     Correction of Errors. Sub-Adviser shall prepare and be responsible for the accuracy and completeness of Reports provided to Adviser. Adviser is responsible for the accuracy and completeness of the Adviser Data as well as any errors or inaccuracies in and with respect to data obtained from Sub-Adviser due to any inaccurate or incomplete Adviser Data.

ARTICLE VII

Taxes

Adviser shall be responsible for all applicable taxes related to this Addendum including all applicable sales, use, value added or similar taxes arising out of or in connection with this Addendum. If Sub-Adviser pays any such taxes on behalf of Adviser, Adviser shall reimburse Sub-Adviser for such payment. Adviser shall not be responsible for taxes based upon Sub-Adviser's income.

ARTICLE VIII

Confidentiality

Section 8.1                    Confidential Information. "Confidential Information" means any and all

information or materials of a party relating to the technology, business or affairs of the disclosing party revealed, disclosed or furnished to the receiving party either orally, in writing or by inspection, that could reasonably be understood by the receiving party to be proprietary or

EXECUTION VERSION

confidential information or materials of the disclosing party. Confidential Information might include, but is not limited to technical information, financial information, business information, billing rates, research information, human resources, personnel information, marketing/sales information, trade secrets, and competitive sensitive information, and such other information as has been or may be disclosed, revealed or furnished before or after the date hereof by the disclosing party. All information of Sub-Adviser provided hereunder, all Sub-Adviser Data, and all Adviser Data will be considered Confidential Information regardless of whether (a) it is disclosed in tangible form; or (b) is marked "Confidential", "Proprietary" or the like. Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure or improper action by the receiving party or any of its directors, officers, employees, affiliates, agents, subcontractors, or consultants, (ii) was rightfully disclosed to the receiving party by a third party without restriction, provided the receiving party complies with any restrictions imposed by the third party, or (iii) was independently developed by the receiving party without use of or access to any Confidential Information of the disclosing party.

Section 8.2                    Preservation of Confidential Information. The parties shall preserve in confidence all Confidential Information, received from the other party using the same degree of care as it uses to preserve and safeguard its own Confidential Information, but in no event less than a reasonable degree of care.

Section 8.3                    Return of Confidential Information. Upon the expiration or termination of this Addendum, Adviser shall return all Confidential Information and all copies of Confidential Information to the Sub-Adviser.

ARTICLE IX

Disclaimers and Limitations

Section 9.1                    Special Admonitions Regarding Use of Financial Products. The Services contain a number of analytical tools that should only be used by sophisticated investment professionals. There is no assurance that the financial instruments identified by the Services will perform in a manner that is consistent with their historical characteristics or assure the profitability or utility of forecasts or expected values. Neither Sub-Adviser nor any Vendor shall be deemed to be providing investment management, broker-dealer, supervision or advisory services in connection with this addendum. Furthermore, Adviser understands and acknowledges that all content and materials comprising the Services are to be used solely for informational and research purposes, and that such content and materials are not intended to provide specific investment, financial, tax or legal advice. Information provided through the Services is not intended as advice regarding the nature, potential value, or suitability of any particular security, transaction, or investment strategy. References to any specific securities do not constitute a solicitation or an offer to buy or sell securities.

Section 9.2                     Electronic Access and Communications. Adviser acknowledges that access to the Services and any electronic mail communications between Adviser and Sub-Adviser over the Internet are subject to possible interception by third parties during transmission. Sub-Adviser shall not be responsible for the security of such communications or the safety and

EXECUTION VERSION

security of Adviser Data during transmission or the prevention of access by unauthorized persons to Adviser Data transmitted over the Internet. Sub-Adviser shall not be responsible for any interruption in access to the Services, or inability to access the Services, caused by the interruptions in the availability of the Internet, or slowdowns thereto.

Section 9.3                           Services Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS ADDENDUM, THE SERVICES HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS, AND ADVISER'S AND ANY ELIGIBLE USER'S USE THEREOF IS AT ITS OWN RISK. SUB-ADVISER DOES NOT MAKE, AND HEREBY DISCLAIMS FOR ITSELF AND ON BEHALF OF ITS CORPORATE PARENTS AND AFFILIATES AND VENDORS, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, ORIGINALITY, CONSISTENCY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. SUB-ADVISER DOES NOT WARRANT THAT THE SERVICES WILL PERFORM AT A PARTICULAR SPEED, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OR FREE OF UNAUTHORIZED HIDDEN PROGRAMS, TROJAN HORSES, WORMS OR VIRUSES OR THAT THE CALCULATIONS OR OTHER FUNCTIONS PERFORMED ON ADVISER'S DATA WILL BE CORRECT OR MEET ADVISER'S NEEDS OR EXPECTATIONS. NEITHER SUB-ADVISER NOR SUB-ADVISER'S VENDORS WILL BE RESPONSIBLE FOR LOSS OF PROPERTY OR INJURY RESULTING FROM ANY SERVICE OR FOR ANY FAILURE OR INTERRUPTION OF THE SERVICES RESULTING FROM ANY CIRCUMSTANCES BEYOND SUB-ADVISER'S CONTROL. SUB-ADVISER'S ONLY RESPONSIBILITY FOR ANY OTHER FAILURE OR INTERRUPTION OF THE SERVICES WILL BE TO RE-RUN ADVISER DATA OR REPORTS CAUSED BY A MALFUNCTION OF THE SERVICES. IN NO EVENT WILL SUB-ADVISER OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE PERFORMANCE OF ANY OF THE SERVICES BE LIABLE TO ADVISER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR SAVINGS, OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF THE USE OF SOFTWARE, CLAIMS BY OTHERS, INCONVENIENCE OR SIMILAR COST, OR FOR THE FAILURE OF ADVISER TO PERFORM ADVISER'S RESPONSIBILITIES, EVEN IF SUB-ADVISER HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE X

Termination

Section 10.1                         Adviser may, in its sole option, upon written notice, terminate this Addendum. Sub-Adviser may in its sole option, upon written notice, terminate this Addendum if Adviser:

EXECUTION VERSION

(a)has materially breached any of its material obligations hereunder, and such breach is not cured within thirty (30) days after written notice thereof by Sub-Adviser to Adviser; or

(b)becomes insolvent or institutes or has instituted against Adviser voluntary or involuntary proceedings in bankruptcy or under any other insolvency law, or makes or consents to an arrangement with creditors, or corporate reorganization, receivership or dissolution, of Adviser; or

(c)ceases to be an asset management Adviser of Sub-Adviser.

Section 10.2                         Notwithstanding the provisions of Section 10.1(a) to the contrary, Sub-Adviser may terminate this Addendum immediately upon notice if Adviser breaches Section 3.3 or ARTICLE VIII of this Addendum.

Section 10.3                         In the event of the termination of this Addendum, Adviser shall cease, and Sub-Adviser may disable, all access to the Services.

ARTICLE XI

Force Majeure

Neither Adviser nor Sub-Adviser shall be liable for any failure or delay in the performance of its obligations pursuant to this Addendum and such failure or delay shall not be deemed a breach of this Addendum or grounds for termination hereunder; provided that, such failure or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of reasonably available and economical alternate sources, work-around plans, or other means and if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, threatened terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties, court order, third party nonperformance, or any other similar cause beyond the reasonable control of such party (each, a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those of its obligations pursuant to this Addendum affected by the Force Majeure Event for as long as such Force Majeure Event continues. The party whose performance is delayed by a Force Majeure Event shall immediately notify the other party by telephone (to be confirmed by written notice within three (3) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

ARTICLE XII

Indemnification

Section 12.1                         Indemnification by Adviser. Subject to the conditions, provisions and limitations of this Addendum, Adviser hereby agrees to indemnify, defend and hold harmless Sub-Adviser and its affiliates from and against all Losses asserted against, resulting to, imposed upon or incurred by Sub-Adviser by reason of or resulting from any of the following:

EXECUTION VERSION

(a)   Any use or misuse of the Services by Adviser or its Eligible Users including, without limitation, any material violation by Adviser or any Adviser of the Sub-Adviser Terms and Conditions or the Documentation; or

(b)   Any allegation or claim that any Adviser Data or any other intellectual property used by Adviser in connection with the transactions contemplated in this Addendum infringe or violate any Proprietary Rights of any third party.

Section 12.2                        Indemnification by Sub-Adviser. Subject to the conditions, provisions and limitations of this Addendum, Sub-Adviser hereby agrees to indemnify, defend and hold harmless Adviser from and against all actual and direct damages, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements (collectively, "Losses"), asserted against, resulting to, imposed upon or incurred by Adviser by reason of or resulting from any allegation or claim that the intellectual property rights owned by and proprietary to Sub-Adviser that are used in the provision of the Services infringe any Proprietary Rights; provided, however, that Sub-Adviser shall have no obligation or liability with respect to any infringement claim to the extent such alleged infringement is based on (a) the use of the Services in violation of this Addendum; (b) the combination, or use of the Services with any service, product, equipment, program or data unless otherwise contemplated under this Addendum; or (c) the alteration, modification or change of any portion of the Services other than by Sub-Adviser or its employees, agents or subcontractors or with Sub-Adviser's express prior written consent; and provided further that Sub-Adviser may, in its sole election and expense, but without any obligation to do so, either (i) procure for Adviser and its Eligible Users the right to continue to make use of the allegedly infringing portion of the Services, (ii) replace or modify the portion of the Services at issue with substitute matter that is non-infringing but which causes the portion of the Services at issue to be of substantially equivalent functionality and performance to the portion of the Services alleged to be infringing, or (iii) terminate this Addendum.

Section 12.3                         Indemnification Procedures. The obligations and liabilities of Sub-Adviser and Adviser hereunder with respect to their respective indemnities pursuant to this ARTICLE XII, resulting from any claim, demand or other assertion of liability by third parties (hereinafter collectively called "Demands"), shall be subject to the following terms and conditions:

(a)Subject to the consent of the party to be indemnified pursuant to this ARTICLE XII (the "Indemnified Party") (such consent not to be unreasonably withheld, delayed or conditioned), the indemnifying party (the "Indemnifying Party") will have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise or settlement to be undertaken on behalf of and for the account and risk of the Indemnifying Party.

(b)In the event the Indemnifying Party shall elect not to undertake such defense by its own representatives, the Indemnifying Party shall give prompt written notice of its election to the Indemnified Party, and the Indemnified Party will undertake the defense, compromise or settlement thereof by counsel designated by it whom the Indemnifying Party determines in writing to be satisfactory for such purposes. The consent of the Indemnifying Party to the

EXECUTION VERSION

Indemnified Party's choice of counsel shall not be unreasonably withheld, delayed or conditioned.

(c)No settlement or compromise of any such Demand may be made by a Party hereto without the prior express written consent or approval of the other Party hereto (such consent not to be unreasonably withheld, delayed or conditioned).

(d)In the event that any Demand shall arise out of a transaction or cover any period or periods wherein Adviser and Sub-Adviser each is or may be liable hereunder for part of the liability or obligation arising therefrom, then such Parties shall, each choosing its own counsel and bearing its own expense, defend such Demand, and no settlement or compromise of such Demand may be made without the joint consent or approval of Sub-Adviser and Adviser, except where the respective liabilities and obligations of Adviser and Sub-Adviser are clearly allocable or attributable on the basis of objective facts.

(e)The agreements to indemnify contained in this ARTICLE XII shall survive termination or expiration of this Addendum for a period of three (3) years after the effective date of such termination or expiration; provided, however, that with respect to any Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim) for which notice has been timely given within such three (3) year period, the indemnification period shall be extended until the final resolution of such Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim).

(f)A party having reason to believe that it may be entitled to indemnification under this ARTICLE XII shall give reasonably prompt written notice to the other party hereto from whom indemnification may be sought specifying in reasonable detail the nature and basis of any Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim) which may give rise to such indemnification but such notice shall not be a condition of such indemnification. The failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this ARTICLE XII, unless the delay or failure to provide such notice prejudices an Indemnifying Party in a manner that demonstrably results in additional actual and direct damages to such Indemnifying Party, in which event such Indemnifying Party shall be relieved of such obligations, but only to the extent such additional actual and direct damages can be proved.

ARTICLE XIII

Limitations on Liability

Section 13.1                          Direct Damages. In the event Sub-Adviser shall be held liable to Adviser, for any matter arising out of, under, or in connection with this Addendum, whether based on an action or claim in contract, equity, negligence, tort, or otherwise, the amount of direct damages recoverable against Sub-Adviser for all events, acts or omissions shall not exceed, in the aggregate, an amount equal to the sum of all fees received by Sub-Adviser pursuant to this Addendum for a period of three (3) months prior to the date on which the claim or claims arose.

EXECUTION VERSION

Section 13.2                         No Indirect Damages. Neither Adviser nor Sub-Adviser shall be liable for any indirect, incidental, special, or consequential damages, punitive, exemplary, or other similar damages or amounts for loss of income, profits, or savings arising out of or relating to this Addendum.

ARTICLE XIV

General Provisions

Section 14.1                         Binding Effect. Adviser may not assign this Addendum without the prior written consent of Sub-Adviser which may be withheld in its sole discretion, and any assignment in violation of this Addendum shall be null and void. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.

Section 14.2                         Severability. If any part of this Addendum, or the application thereof to any person or circumstance, is for any reason held invalid or unenforceable, it shall be deemed severable and the validity of the remainder of this Addendum or the applications of such provision to other persons or circumstances shall not be affected thereby.

Section 14.3                         Export Regulations. Adviser acknowledges that the Services and any direct products thereof may be subject to United States export laws, statutes and regulations, and that Adviser will at all times comply with the provisions of such laws, statutes and regulations including obtaining any necessary or required licenses. Adviser shall not export or re-export or otherwise transmit, directly or indirectly, the Services or any direct products thereof into, or use the Services or any direct products thereof in, any country prohibited or restricted under United States export laws, statutes or regulations or any other applicable laws.

Section 14.4                          Defined Terms. Any capitalized terms not defined herein shall have the meaning set forth in the Subadvisory Investment Management Agreement.

Section 14.5.                         Entire Agreement. This Addendum supersedes all prior and

contemporaneous agreements (including any Beta Extranet Agreements), understandings, inducements and conditions, express or implied, oral or written, or any nature whatsoever with respect to the subject matter hereof.

ARTICLE XV

Ongoing Testing

Periodically, Sub-Adviser may ask Adviser to beta test and evaluate certain additional CARA® tools and/or services that Sub-Adviser is developing. Sub-Adviser is willing to provide sample data, information or software from such additional services ("Test Data") to Adviser at no charge for a limited period of time provided that:

1. Adviser will use the Test Data solely for the purpose of evaluating the Test Data and Sub-Adviser's services within the Adviser's own organization and not for redistribution to any third party. Sub-Adviser, within its sole discretion and without further notice, may discontinue providing such Test Data at any time.

EXECUTION VERSION

2. The Adviser understands and acknowledges that in such instances the CARA® tools and or services would be in a beta format and the final format and content of the CARA® tools and/or services may be substantially different from the form presented to the Adviser. Additionally, Adviser acknowledges that as a result of the beta condition of such CARA® tools and/or services, some of the functionality may be impaired or nonexistent and the client as a beta tester agrees to inform Sub-Adviser of any bugs, glitches or other issues affecting the website.

ARTICLE XVI

Systems Requirements

The Adviser must be able to access the Internet via an Internet Service Provider of its choice at its own expense. Sub-Adviser's website is designed to work optimally with Microsoft Internet Explorer 6.0 service pack 1 and above. Certain sections of the website may not be viewable with other model browsers or older versions of Microsoft Internet Explorer. In addition, Adviser must use a Windows based PC to access Sub-Adviser's website and a broadband connection is highly recommended.

As standards change, Adviser may need to upgrade existing hardware or software in order to continue to access Sub-Adviser's website. Sub-Adviser's technical support is not responsible for Adviser's inability to access grneam.com for reasons beyond its control, including but not limited to:

1)Incompatible and/or deficient hardware, software, modem, operating system, communications or any other component.

2)Connectivity difficulties resulting from telephone communications, Adviser's ISP, Adviser's modem, Adviser's computer, telephone volume, traffic levels resulting in slow or no response time or incomplete data transmission;

3)Problems associated with Internet browsing software such as plug-in components, helper applications, enhancements, upgrades and add-ons, or versions older than those recommended.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed as of the date and year first above written.

US ALLIANCE INVESTMENT CORPORATION	GENERAL-RE NEW ENGLAND ASSET MANAGEMENT, INC.
BY: /s/ Jack H. Brier Its:  President	BY: /s/ Gerald T. Lynch Its:  President

Taxpayer Identification Number: 45-5555289

EXECUTION VERSION

Exhibits

Exhibit A. The Services

Exhibit B-1. List of Eligible Users and Program Administration - Monthly Investment Accounting and Reporting Package

Exhibit B-2. List of Eligible Users and Program Administration - CARA° Toolset

EXECUTION VERSION

EXHIBIT A

Services

Sub-Adviser's CARA® system is an investment portfolio analytics system. It performs a wide range of analytics calculations on a wide range of securities, portfolios, and indices. The system runs on central site computers (currently in Trumbull, CT). Eligible Users utilize a desktop workstation or PC and Internet Service Provider to access the system. Adviser supplies the desktop equipment and Internet connection. The system includes:

-Use of Central Site software

-Access to Central Site Database (Indicative, Pricing, Historical)

-Downloading capability of calculated data

CARA® Toolset/Adviser Reports:

Market Monitors: A collection of "rich/cheap" tools used to analyze broad market indices, yield curves, spreads and specific asset classes.

Risk Portal: CARA's Risk Portal is a comprehensive suite of reports to aid in managing and assessing the risk in a portfolio. The suite of Risk Portal reports covers many topic areas including summary analysis, comparison analysis, concentration risk, surveillance, quality & ratings, transactions and liquidity analysis.

Investment Accounting and Reporting Package: Ability to electronically receive and print monthly investment accounting and reporting package directly from the website.

Data Warehouse: Ability to access holdings, analytics and security master details to develop and prepare reports. The data warehouse is another option to meet changing needs and ad hoc reporting requirements.

EXECUTION VERSION

EXHIBIT B-1

List of Eligible Users and Program Administrator

FOR GR-NEAM'S WEBSITE-

ACCESS TO MONTHLY INVESTMENT ACCOUNTING AND

REPORTING PACKAGE

US ALLIANCE INVESTMENT CORPORATION

4123 SW Gage Center Drive, Suite 240

Topeka, Kansas 66604

NAME	PHONE NUMBER	E-MAIL ADDRESS
Program Administrator: Jeff Brown	785-228-0200	jeffb@usalliancecorporation.com
Authorized Users: Jack H. Brier	785-228-0200	jackb@usaltiancecorporation.com
Don Schepker	785-228-0200	dons@usalliancecorporation.com

EXECUTION VERSION

EXHIBIT B-2

List of Eligible Users and Program Administrator

FOR GR-NEAM'S WEBSITE-

ACCESS TO CARA® TOOLSET

US ALLIANCE INVESTMENT CORPORATION

4123 SW Gage Center Drive, Suite 240

Topeka, Kansas 66604

NAME	PHONE NUMBER	E-MAIL ADDRESS
Program Administrator: Jeff Brown	785-228-0200	jeffb@usalliancecorporation.com
Authorized Users: Jeff Brown	785-228-0200	jeffb@usalliancecorporation.com jackb@usalliancecorporation.com dons@usalliancecorporation.com
Jack H. Brier	785-228-0200
Don Schepker	785-228-0200

EX-10.8

EXHIBIT 10.8

THIRD PARTY INSURANCE SERVICES AGREEMENT

THIS AGREEMENT for services, made and entered into on September 1 , 2015 between US ALLIANCE LIFE AND SECURITY COMPANY, a Kansas corporation (hereinafter called "Servicer"), and DAKOTA CAPITAL LIFE INSURANCE COMPANY, a North Dakota corporation, and its subsidiaries and affiliates (hereinafter collectively referred to as "Servicee").

WITNESSETH:

WHEREAS, Servicee is engaged in the life, health and accident insurance business, and commencing on the effective date of this agreement, Servicee desires to contract with Servicer to provide Servicee with certain insurance administrative functions, data processing systems, daily operational services, management consulting, and marketing development, upon the terms and conditions herein set forth; and

WHEREAS, Servicer has access to computer facilities, life and A&H insurance software systems for editing and processing data, providing agency, transactional accounting, and management reports; and

WHEREAS, the Board of Directors of Servicee Desires product offerings and enhanced service capabilities for its policy owners and agents by contracting with Servicer to provide said services to Servicee as herein set forth, subject to termination as hereinafter provided.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

In consideration of the premises and of the mutual and independent covenants and agreements herein contained or attached, the parties hereto mutually agree as follows:

1.   STANDARD SERVICES. During the term of this agreement and subject to inspection by the management of Servicee as hereafter provided, Servicer agrees to consult with Servicee regarding its overall operations, development, sales presentations, and agrees to perform and is hereby granted the authority to perform the following standard services respecting all insurance business of Servicee excluding the "Accumulator product", such as: rate and form filings for approval with the appropriate state regulatory authorities, new application underwriting, policy owner service, policy accounting, commission accounting, transactional reports to support general accounting and routine data processing ("Standard Services"). The fee for standard services is attached in Schedule A.

Servicer shall be responsible for processing the following expenses of Servicee for business covered under this agreement, all of which shall be paid out of Servicee accounts:

(a)Agents', general agents' or agency managers' commissions and persistency or production bonuses; and

(b)Any claims, death benefits, dividends or other amounts of any nature due or to become due on policies issued or assumed by Servicee; and

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

(c)          Reinsurance premiums due on business covered under this agreement;

2.           EXPENSES FOR OTHER SERVICES. The costs associated with services not included as standard services are detailed in Schedule B.

3.           LIMITATION OF LIABILITY.  Servicer shall be solely responsible for errors, omissions and delays which result from gross negligence of Servicer in the performance of its duties hereunder and the liability therefor shall be limited to the respective charges for that part of the services wherein such error occurred. Servicer shall not be responsible for any error or omission when made in good faith, unless through gross negligence of Servicer. Servicer shall not be responsible for errors, omissions or delays resulting from any cause or condition beyond Servicer's reasonable control, including, but not limited to faulty computer hardware or software, war, strikes, shortages and acts of God. Servicer shall not be responsible for any investment loss or decline in value of any assets of Servicee, nor for any decrease in premium income or insurance business of Servicee.

4.           PAYMENT FOR SERVICES. In consideration for the Standard Services to be performed by Servicer hereunder, the Servicee agrees to pay to Servicer a monthly fee as determined in Schedule A. However, the monthly consideration due to Servicer for the Standard Services shall never be less than $2,500. Servicer will promptly notify Servicee when services requested are not considered Standard Services ("Other Services"). At such time, Schedule B attached hereto shall apply to all Other Services provided by Servicer to Servicee. Commencing with the effective month hereof, said payment for Standard and Other Services shall be due on the last working day of each month and payable on or before the tenth of the following month.

5.           RELATIONSHIP. The parties hereto agree that this agreement does not create an agency relationship and shall not be deemed or considered a joint venture or partnership. The relationship of Servicer to Servicee shall be that of independent contractor. Servicer shall be free to select the methods, times and places of performance of its duties hereunder, consistent with the reasonable business, management and regulatory requirements made of or by Servicee and Servicer shall be responsible for the payment of its own expenses. Each party hereto shall be and remain under the control, direction and authority of its Board of Directors, and this agreement shall not be deemed or considered (or in fact) a limitation of the authority of Servicee or any officers of Servicee. Officers of Servicee designated by it shall each month inspect the work performed by Servicer hereunder and shall give Servicer written notice of any complaint that it may have on the performance by Servicer of its duties hereunder and Servicer shall reasonably endeavor to rectify any such valid complaint. Servicer shall have no right to determine the insurance policies to be sold by Servicee, the amounts of any dividends to be paid thereon, the territories within which it shall transact business, the agents or general agents through whom Servicee shall market its policies, the investment to be made by Servicee and the amounts to be paid by Servicee to agents and general agents. All such matters and all other matters regarding the business policies and affairs of Servicee shall be determined by the Board of Directors of Servicee and all premiums and accounts receivable payable to Servicee shall be promptly deposited to its accounts.

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

6.           RESTRICTIONS ON HIRING. While this agreement remains in force the parties hereto specifically agree that neither party, without the consent of the other, shall hire an employee of the other during the term of this agreement and for a period of one year following any termination of this agreement.

7.           LOCATION OF SERVICES. Servicer shall have the right to perform such services at the office of Servicee or at the offices of Servicer and shall have access at all times to, or the right to hold, all files, books, and records of Servicee related to its policies, other than the Accumulator, during the term of this agreement. Such books and records shall be subject to inspection by Servicee, its agents or regulators during reasonable business hours. Servicer shall keep adequate and accurate records of all services performed hereunder and shall at all times maintain confidentiality of the books and records of Servicee.

8.           INDEMNITY: Servicee represents to Servicer that it has no existing agreements with any other party which would violate or conflict with the services contracted to Servicer in this Agreement. Servicee shall hold harmless and indemnify Servicer from any and all claims and causes of action of any kind or nature arising out of a violation, interference or breach of any such existing agreement, which would be based on any claimed violation, interference or breach of an existing agreement for the same service, to include damages, attorneys' fees and expenses incurred by Servicer resulting from the same.

9.           NOTICES. Any notice, request, instruction or other communication at any time hereunder required or permitted to be given or furnished by either party hereto to the other shall be deemed sufficiently given or furnished if in writing and actually delivered to the party to be notified or deposited in the United States mail, first class, registered or certified, return receipt requested, postage prepaid, and addressed to the party to be notified at its address set forth below:

If to Servicer:     US Alliance Life and Security Company

Attention: President

Post Office Box 4026

Topeka, Kansas 66604-4026

If to Servicee:        Northern Plains Capital Corporation

Attention: President

1300 Skyline Blvd., Ste. 104

Bismarck, North Dakota 58503

10.           ASSIGNMENT. This agreement may not be assigned by either party hereto, except upon the prior written consent of the other party and respective regulatory approval of each assignment. The terms and provisions of this agreement shall be binding upon and inure to the benefit of each of the parties hereto, their successors and any assignee of any assignment which has been consented to in writing.

11.           ARBITRATION. The parties explicitly agree that all differences, whether matters of fact, law or mixed fact and law, which arise out of the interpretation or execution of this Agreement, will be decided

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

by arbitration except for those matters which are left to the sole discretion of the Servicer or the Servicee under the terms of this Agreement. The parties explicitly agree that arbitration shall be the sole and exclusive remedy for all such differences, and that the arbitrators will determine the interpretation of this Agreement in accordance with the usual business practices rather than strict technicalities. Three neutral arbitrators will decide any differences. They must be active or retired officers of life insurance companies other than the two parties to this Agreement or any of their subsidiaries. In addition, the officers may not be former employees of the parties to this Agreement or any of their subsidiaries. Each party to this agreement shall appoint, and pay for, one arbitrator, and the two arbitrators will select a third, whose cost will be split equally between the parties. If the two are not able to agree on a third, each party shall submit a list of three names from which the other party shall strike two. The third arbitrator shall be drawn by lot from the remaining two names. The three arbitrators so selected shall constitute the Court of Arbitrators.

The arbitration proceedings will be conducted in accordance with the rules and procedures of the AIDA Reinsurance and Insurance Arbitration Society (www.arias-us.org) which are in effect at the time the arbitration begins and will take place in Topeka, Kansas.

This Agreement shall be deemed binding upon the arbitrators for matters expressly agreed to herein. The arbitrators' decision shall be by majority vote, and no appeal shall be taken from it. The judgment rendered by the arbitrators may be entered in any court having proper jurisdiction. Expenses and fees for the arbitrators shall be shared by the Servicer and the Servicee in equal portions.

The procedures specified in this Article shall be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating to this Agreement; provided, however, that a party may seek a preliminary injunction or other preliminary judicial relief if in its judgment such action is necessary to avoid irreparable damage. Despite such action the parties will continue to participate in good faith in the procedures specified in this Article. All applicable statutes of limitation shall be tolled while the procedures specified in this Article are pending. The parties will take such action, if any, required to effectuate such tolling.

Notwithstanding any other provision of this Article, in the event that either party seeks, consents to, or acquiesces in the appointment of, or otherwise becomes subject to, any trustee, receiver, liquidator, or conservator (including any state insurance regulatory agency acting in such a capacity), the other party shall not be obligated to resolve any claim, dispute, or cause of action under this Agreement by arbitration and may elect to bring any action with respect to such claim, dispute or cause of action in any court of competent jurisdiction.

The provisions of this Article shall survive termination of this Agreement.

12.           AUTHORITY LIMITED. Servicer shall have no authority to perform any act or service for Servicee except as expressly set forth herein, and Servicer shall have no authority to enter into any agreement or written contract for or on behalf of Servicee.

13.           TERM. This agreement shall become effective on the date indicated below and shall

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

continue in full force and effect for a period of sixty (60) months and thereafter on a month to month basis until terminated by either party upon ninety (90) days' advance written notice; provided that if either party shall breach any of its agreements hereunder and other shall give written notice thereof and such breach shall continue uncured for sixty (60) days after delivery of such notice, then the other party shall have the right to immediately terminate this agreement after giving written notice of its intention to do so.

14.           GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Kansas. Any action or proceeding based upon this Agreement or arising out of its performance shall be initiated in a federal or state court of competent jurisdiction in Topeka, Kansas and in no other jurisdiction.

15.           EXCLUSIVE PRODUCT SERVICING. The parties agree that the products listed in Schedule A and sold by the Servicee shall be exclusively administered by the Servicer. Furthermore, Servicee agrees that if they terminate this Agreement, policies in-force at the time of termination will continue to be administered by the Servicer with fees charged as listed in Schedule A until such time as the Servicer agrees to allow the transfer of the servicing.

16.           ENTIRE AGREEMENT. This instrument superseded all prior service agreements and constitutes the entire agreement between the parties hereto and no other promise or representation has been made except asexpressly set forth herein.

IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate originals.

US ALLIANCE LIFE AND SECURITY COMPANY	NORTHERN PLAINS CAPITAL CORPORATION
By: /s/ Jack H. Brier President	BY: /s/  President
Date: September 4, 2016	Date: September 2, 2016

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

SCHEDULE A

FEE FOR STANDARD SERVICES

Group Life

			Percentage of
	Minimum Lives	Maximum Lives	Premium Fee
	3	15	17.00%
	16	30	15.75%
	31	40	14.50%
	41	50	13.25%
	51	60	12.00%
	61	90	10.90%
	91	120	9.80%
	121	150	8.70%
	151	300	6.75%
	301	600	5.00%
	600	1,500	3.48%
	1,501	3,000	1.99%
	3001 +		2.00%
		Group Disability
			Percentage of
	Minimum Lives	Maximum Lives	Premium Fee
2		9		12.00%
10		25		10.00%
26		100		8.00%
101		199		5.00%
200 +				3.00%

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

SCHEDULE A - CONTINUED FEE

FOR STANDARD SERVICES

Sound Solutions Term
1st Year - Band 1	25% of Premium
1st Year - Band 2	18.75% of Premium
1st Year - Band 3	12.5% of Premium
Maintenance	$60/policy/year

Servicee will pay for actual underwriting expenses

Band 1 = $100,000 - $249,000 Face Amounts

Band 2 = $250,000 - $499,000 Face Amounts

Band 3 = $500,000 + Face Amounts

10 Pay Whole Life
1st Year	15% of Premium + $30
Maintenance	$38/policy/year

Servicee will pay for actual underwriting expenses.

20 Pay Whole Life
1st Year	20% of Premium + $30
Maintenance	$38/policy/year

Servicee will pay for actual underwriting expenses.

Juvenile
1st Year	20% of Premium
Maintenance	$1/policy/year

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

SCHEDULE A - CONTINUED FEE

FOR STANDARD SERVICES

Pre-need
1st Year	$75/policy
Maintenance	$25/policy/year

Annuity
1st Year	1% of Premium + $70
Maintenance	$35/policy/year

Third Party Insurance Services Agreement

US Alliance Life and Security Company and Dakota Capital Life Insurance Company

SCHEDULE B

FEE FOR OTHER SERVICES

Sales & Marketing Services - $750 per day or $100 per hour billed in half hour increments

Direct System Charges - $0.25 per month per individual policy and $0.20 per month per group member

Graphic Design Services - $75 per hour

Underwriting Expenses - Actual cost as charged by ExamOne to gather underwriting requirements

Other Direct Costs Paid On Behalf of Servicee - Actual cost. Examples would include bank service fees, external actuarial fees, and custom printed materials.

Amendment #1

US Alliance Life and Security Company and Dakota Capital Life Insurance Company entered into a Third Party Insurance Services Agreement effective September 1, 2015. The agreement is amended as described below.

Sections 1, 4, and 7 from the Third Party Insurance Services Agreement are replaced in their entirety by the sections below:

1. STANDARD SERVICES. During the term of this agreement and subject to inspection by the management of Servicee as hereafter provided, Servicer agrees to consult with Servicee regarding its overall operations, development, sales presentations, and agrees to perform and is hereby granted the authority to perform the following standard services respecting all insurance business of Servicee such as: rate and form filings for approval with the appropriate state regulatory authorities, new application underwriting, policy owner service, policy accounting, commission accounting, transactional reports to support general accounting and routine data processing ("Standard Services"). Additionally, the Servicer shall provide all the necessary data to the Servicee's statutory accountant to facilitate timely statutory statement filings, will prepare GAAP financial statements for Dakota Capital Life Insurance Company, and using data provided by the Servicee, will prepare consolidated GAAP financial statements for Northern Plains Capital Corporation. The fee for standard services is attached in Schedule A.

Servicer shall be responsible for processing the following expenses of Servicee for business covered under this agreement, all of which shall be paid out of Servicee accounts:

(a)Agents', general agents' or agency managers' commissions and persistency or production bonuses; and

(b)Any claims, death benefits, dividends or other amounts of any nature due or to become due on policies issued or assumed by Servicee; and

(c)Reinsurance premiums due on business covered under this agreement.

4.           PAYMENT FOR SERVICES. In consideration for the Standard Services to be performed by Servicer hereunder, the Servicee agrees to pay to Servicer a monthly fee as determined in Schedule A. However, the monthly consideration due to Servicer for the Standard Services shall never be less than $6,500. Servicer will promptly notify Servicee when services requested are not considered Standard Services ("Other Services"). At such time, Schedule B attached hereto shall apply to all Other Services provided by Servicer to Servicee. Commencing with the effective month hereof, said payment for Standard and Other Services shall be due on the last working day of each month and payable on or before the tenth of the following month.

7.LOCATION OF SERVICES. Servicer shall have the right to perform such services at the office of Servicee or at the offices of Servicer and shall have access at all times to, or the right to hold, all files, books, and records of Servicee related to its policies during the term of this agreement. Such books and records shall be subject to inspection by Servicee, its agents or regulators during reasonable business hours. Servicer shall keep adequate and accurate records of all services performed hereunder and shall at all times maintain confidentiality of the books and records of Servicee.

Schedule A is replaced with the attached Schedule A.

Schedule B is replaced with the attached Schedule B.

SCHEDULE A

FEE FOR STANDARD SERVICES

Group Life

		Percentage of
Minimum Lives	Maximum Lives	Premium Fee
3	15	17.00%
16	30	15.75%
31	40	14.50%
41	50	13.25%
51	60	12.00%
61	90	10.90%
91	120	9.80%
121	150	8.70%
151	300	6.75%
301	600	5.00%
600	1,500	3.48%
1,501	3,000	1.99%
3001 +		2.00%

Group Disability

		Percentage of
Minimum Lives	Maximum Lives	Premium Fee
2	9	6.00%
10	25	5.00%
26	100	4.00%
101	199	2.50%
200+		1.50%

SCHEDULE A - CONTINUED FEE

FOR STANDARD SERVICES

Sound Solutions Term
1st Year - Band 1	25% of Premium
1st Year - Band 2	18.75% of Premium
1st Year - Band 3	12.5% of Premium
Maintenance	$60/policy/year

Servicee will pay for actual underwriting expenses

Band 1 = $100,000 - $249,000 Face Amounts

Band 2 = $250,000 - $499,000 Face Amounts

Band 3 = $500,000 + Face Amounts

10 Pay Whole Life
1st Year	15% of Premium + $30
Maintenance	$38/policy/year

Servicee will pay for actual underwriting expenses.

20 Pay Whole Life
1st Year	20% of Premium + $30
Maintenance	$38/policy/year

Servicee will pay for actual underwriting expenses.

Juvenile
1st Year	20% of Premium
Maintenance	$1/policy/year

SCHEDULE A - CONTINUED FEE

FOR STANDARD SERVICES

Pre-need
1st Year	$75/policy
Maintenance	$25/policy/year

Annuity
1st Year	1% of Premium + $70
Maintenance	$35/policy/year

Accumulator
1st Year	15% of Premium + $150
Maintenance	$45/policy/year

Servicee will pay for actual underwriting expenses.

SCHEDULE B

FEE FOR OTHER SERVICES

Sales & Marketing Services - $750 per day or $100 per hour billed in half hour increments

Direct System Charges - $0.25 per month per individual policy and $0.20 per month per group member

Graphic Design Services - $75 per hour

Underwriting Expenses - Actual cost as charged by ExamOne to gather underwriting requirements

Other Direct Costs Paid On Behalf of Servicee - Actual cost. Examples would include bank service fees, external actuarial fees, and custom printed materials

Accumulator Conversion Fee — A one-time fee of $7,500 will be charged to convert the Accumulator policies to the Servicer administrative system.

IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate originals.

US ALLIANCE LIFE AND SECURITY COMPANY	NORTHERN PLAINS CAPITAL CORPORATION
By: /s/ Jack H. Brier President	By: /s/ President
Date: December 15, 2015	Date: December 8, 2015

EX-10.9

EXHIBIT 10.9

Gen Re.

Group Life and Accidental Death and Dismemberment Reinsurance Agreement

between

US Alliance Life & Security Company

Topeka, Kansas

(hereinafter referred to as the "Company")

and

General Re Life Corporation

Stamford, Connecticut

(hereinafter referred to as the "Reinsurer")

Effective March 1, 2015

Agreement # U169-001-000

U169-001-000

TABLE OF CONTENTS

Page

Article 1            PREAMBLE ................................................................................................................................................................................4

1.1 Parties to this Agreement

1.2 Compliance

1.3 Construction

1.4 Entire Agreement

1.5 Severability

1.6 Office of Foreign Assets Control

Article 2            BASIC OF INSURANCE...........................................................................................................................................................6

2.1 Automatic Reinsurance

2.2 Facultative Reinsurance

Article 3            LIABILITY...................................................................................................................................................................................7

Article 4           REINSURANCE PREMIUM.......................................................................................................................................................8

4.1 Payment of Premium

4.2 Failure to Pay Premium

4.3 Late Payment of Premium

4.4 Foreign Account Tax Compliance Act

Article 5           SETTLEMENY OF CLAIMS .....................................................................................................................................................9

5.1 Notice

5.2 Liability and Payment

5.3 Proof of Loss

5.4 Contested Claims

5.5 Waiver of Premium

5.6 Extra Contractual Damages

Article 6           GENERAL PROVISIONS.........................................................................................................................................................12

6.1 Currency

6.2 Premium Tax

6.3 Inspection of Records

6.4 Reinstatement

6.5 Expenses

6.6 Original Conditions

6.7 Subrogation

6.8 Company Data

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Page

Article 7           INSOLVENCY..........................................................................................................................................................................14

7.1 Definition of Insolvency

7.2 Insolvency of the Company

Article 8           ARBITRATION........................................................................................................................................................................15

Article 9           CONFIDENTIALITY................................................................................................................................................................16

Article 10         ERRORS AND OMISSIONS.................................................................................................................................................18

Article 11         OFFSET.....................................................................................................................................................................................19

Article 12        EXCLUSIONS..........................................................................................................................................................................20

Article 13         TERRORISM LIMITATION..................................................................................................................................................22

Article 14         DAC TAX..................................................................................................................................................................................23

Article 15         COMMENCEMENT AND TERMINATION........................................................................................................................24

Article 16         EXECUTION.............................................................................................................................................................................25

Schedule A       REINSURANCE COVERAGE...............................................................................................................................................31

Schedule B       REINSURANCE PREMIUMS ...............................................................................................................................................32

Schedule C       REPORTS.................................................................................................................................................................................34

Schedule D       UNDERWRITING GUIDELINES...........................................................................................................................................34

U169-001-000

Article 1

PREAMBLE

1.1 Parties to the Agreement

This is an agreement for indemnity reinsurance (the "Agreement") solely between US Alliance Life & Security Company, of Kansas (the "Company") and General Re Life Corporation, of Connecticut (the "Reinsurer"), collectively referred to as the "Parties".

The acceptance of risks under this Agreement shall create no right or legal relation whatsoever between the Reinsurer and the insured, owner, or beneficiary of any insurance policy or other contract of the Company.

This Agreement shall be binding upon the Company and the Reinsurer and their respective successors and assigns.

1.2 Compliance

The Company represents that, to the best of its knowledge, it is in compliance with all state and federal laws applicable to the business reinsured under this Agreement. In the event that the Company is found to be in non-compliance with any law material to this Agreement, this Agreement shall remain in effect and the Company shall indemnify the Reinsurer for any direct loss the Reinsurer suffers as a result of the non-compliance, and shall seek to remedy the non­compliance.

1.3 Construction

This Agreement shall be construed in accordance with the laws of the State of Connecticut.

1.4 Entire Agreement

This Agreement shall constitute the entire agreement between the parties with respect to the business reinsured hereunder. There are no understandings between the parties other than as expressed in this Agreement and any change or modification of this Agreement shall be null and void unless made by amendment to this Agreement and signed by both parties.

1.5 Severability

The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections of this Agreement shall not affect the validity or enforceability of any of the remainder of this Agreement.

1.6 Office of Foreign Assets Control (OFAC)

The Parties represent that they are using, and shall use commercially reasonable efforts to continue to be in compliance with all applicable economic sanction laws. Neither Party shall be deemed to provide cover or be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that Party to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Canada or United States of America (the "Laws"). Whenever coverage provided by this Agreement would be in violation of any such economic or trade

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sanctions such coverage shall be null and void. Neither Party shall be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws.

Should either Party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment (including beneficiary payments) has been made in violation of the Laws, the Party who first becomes aware of the violation of the Laws shall notify the other Party, and the Parties shall cooperate in order to take all necessary corrective actions.

The Parties agree that such reinsurance transaction shall be null, void and of no effect from its inception, to the same extent as if the reinsurance transaction had never been entered into. In such event, each Party shall be restored to the position it would have occupied if the violation had not occurred, including the return of any payments received, unless prohibited by law.

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Article 2

BASIS OF INSURANCE

2.1 Automatic Reinsurance

On or after 12:01 A.M. Eastern Standard Time on the effective date of this Agreement, whenever the Company issues a group policy providing insurance within the limits permitted by the Underwriting Guidelines of the Company as described in Schedule D and the Company retains its maximum limit of retention as shown in Schedule A, the Company shall cede and the Reinsurer shall automatically accept reinsurance in amounts not exceeding the amounts in Schedule A, provided that the policy has not been offered on a facultative basis, in accordance with Article 2.2 below, to any reinsurer, including the Reinsurer.

This Agreement shall apply to policies issued on risks domiciled within the United States.

The reinsurance coverage shall be issued in accordance with the policy forms, underwriting manual, rates and guidelines agreed to by the Reinsurer and the Company. Any deviation from these materials shall require prior written approval by the Reinsurer. The Reinsurer reserves the right to review and modify the rates and/or underwriting guidelines as it deems necessary.

The Company may not reinsure the amount it has retained on the business covered under this Agreement on any basis without the Reinsurer's written consent, which consent may be withheld for any reason.

2.2 Facultative Reinsurance

For any group policy providing amounts of insurance which does not conform to the agreed upon Underwriting Guidelines, and is for this, or for any reason not eligible for automatic reinsurance under the provisions of this Agreement, such policy shall be offered to the Reinsurer for reinsurance on a facultative basis. Upon receipt of such facultative submission, the Reinsurer shall render a decision as to the acceptability of the policy for reinsurance as soon as is practically possible. If the policy is accepted by the Reinsurer, such policy shall be reinsured under this Agreement according to the rates and all other provisions applicable to automatic reinsurance, unless mutually agreed otherwise by the Company and the Reinsurer. If the policy is declined by the Reinsurer, the Company may seek reinsurance elsewhere for that policy.

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Article 3

LIABILITY

The liability of the Reinsurer shall begin and end with the liability of the Company. However, the Reinsurer's liability shall be subject in the case of facultative reinsurance to explicit acceptance of the risk by the Reinsurer. Reinsurance shall be inforce and binding on the Reinsurer as long as the issuance of insurance by the Company constituted the doing of business in a jurisdiction in which the Company is properly licensed and the reinsurance premiums continue to be paid when due while the insurance remains inforce.

The liability of the Reinsurer shall be determined in accordance with the Company's policy issued in connection with the coverage giving rise to reinsurance. The Company shall send to the Reinsurer a copy of each policy form requiring reinsurance and no reinsurance on any policy shall be effective until the policy forms for the benefits reinsured are approved in writing by the Reinsurer and are in the possession of the Reinsurer.

Should there be any voluntary change in the policy forms reinsured, no reinsurance coverage shall exist for the changed policy forms unless prior written approval has been received from the Reinsurer. In the event of a change in form due to state or federal regulation, reinsurance shall continue and the Reinsurer shall have the right to adjust the reinsurance rates accordingly.

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Article 4

REINSURANCE PREMIUM

4.1 Payment of Premium

Reinsurance premiums are due and payable monthly. The Company shall calculate the amount of reinsurance premium due and, within thirty (30) days after the close of the month for which reinsurance is in effect, shall send the Reinsurer a statement that contains the information shown in Schedule C, showing reinsurance premiums due for that period. If an amount is due the Reinsurer, the Company shall remit that amount together with the statement. If an amount is due the Company, the Reinsurer shall remit that amount within thirty (30) days of receipt of the statement.

4.2 Failure to Pay Premium

The payment of reinsurance premiums shall be a condition precedent to the liability of the Reinsurer for reinsurance covered by this Agreement. In the event that reinsurance premiums are not paid by the Company when due, the Reinsurer shall have the right to terminate this Agreement. If the Reinsurer elects to exercise its right of termination, it shall give the Company written notice sent by registered or certified mail. Termination shall be effective as of the date that notice is mailed, unless otherwise specified.

4.3 Late Payment of Premium

In the event that any premium payment is delinquent, the Reinsurer reserves the right to charge the Company an interest penalty equal to five (5) percentage points plus the quarterly U.S. Treasury Bill rate in effect on the date the premium payment becomes thirty (30) days delinquent.

4.4 Foreign Account Tax Compliance Act (FATCA)

The Parties agree to provide to each other all information necessary to comply with the Foreign Account Tax Compliance Act ("FATCA") consistent with Sections 1471 — 1474 of the U.S. Internal Revenue Code and any Treasury Regulations, or other guidance issued pursuant thereto, including, without limitation, applicable Forms W-9 or W-8BEN-E, as the case may be, and any information necessary for a Party to enter into an agreement described in Section 1471(b) of the U.S. Internal Revenue Code and to comply with the terms of that agreement or to comply with the terms of any inter-governmental agreements between the U.S. and any other jurisdictions relating to FATCA.

Applicable United States tax forms, allowing the other Party to conclude that no FATCA withholding is required, shall be provided within thirty (30) days after execution of this Agreement, if not already so provided. Also, either Party shall provide updated forms or any such other information within thirty (30) days of (i) a written request by the other Party or (ii) learning that any such information previously provided has become obsolete or inaccurate.

Each Party to this Agreement acknowledges and agrees that if it fails to supply such information within the time period stated above, it may be subject to a 30% U.S. withholding tax imposed on payments subject to such withholding under FATCA, to be withheld and paid to the U.S. Internal Revenue Service by the other Party.

U169-001-000

Article 5

SETTLEMENT OF CLAIMS

5.1 Notice

The Company shall notify the Reinsurer promptly after receipt of any information on a claim where reinsurance is involved. For purposes of this Agreement, claim shall be defined as the actual sum paid or payable by the Company, including interest, in settlement of policy losses and in payment of policy benefits.

For purposes of this Agreement, prompt notice is defined as follows:

n for life and AD&D claims, the reinsurance claim form and copies of notification, claim papers and proofs shall be furnished to the Reinsurer within twelve (12) months following the date the claim was reported to the Company;

n for waiver of premium disability claims, the Reinsurer must receive initial notification of the claim within twelve (12) months following the later of the date the Company first received notice of the waiver of premium claim or the date the elimination period was completed. Following the initial notification, the Company shall send proof of the claimant's on-going disability to the Reinsurer on an annual basis (or more frequently if deemed appropriate by the Reinsurer for the disabling condition claimed) for as long as the claimant is eligible for waiver of premium benefit.

The Reinsurer shall have no liability for any life, AD&D and/or waiver of premium claim for which notice is received after the period specified above. Nor shall the Reinsurer have any liability if the Company fails to furnish proof of the waiver of premium claimant's on-going disability as required above.

5.2 Liability and Payment

The Company shall make the final determination concerning the nature and extent of its liability under its policies. All claim reimbursements shall be based on contractual benefits and standard industry claim practices and shall not include reimbursement for costs of claims administration, investigation or litigation, in the absence of a written agreement to that effect from the Reinsurer.

The Reinsurer shall have no liability for ex gratia payments.

5.3 Proof of Loss

In every case of loss, the Company shall provide the Reinsurer with copies of all proofs of loss, premium verification and a statement showing the amount paid on the claim by the Company. The Claim Documentation Procedures noted below shall be followed.

1.   Upon the Company's payment of death proceeds of a Covered Policy to the policy beneficiary, the Company will provide Reinsurer with a request for payment of the reinsurance proceeds associated with the Covered Policy. This procedure applies to all reinsured claims.

2.   All reinsured contested claims, pre-existing claims and claims with locations of loss that occur outside the United States and claims in litigation: The Company will provide proof

U169-001-000

of death, the claimant's statement, a complete copy of the claim and underwriting file (inclusive of the underwriter's notes), if requested.

The Reinsurer reserves the right to request documentation for any claim when deemed appropriate and to conduct periodic audits to review claims documentation. Nothing herein shall in any manner limit or restrict the Reinsurer's right to audit under this Agreement.

Nothing herein shall require the Reinsurer to pay any claim that is not properly payable under the terms of the underlying policy or this Agreement.

5.4 Contested Claims

The Company shall advise the Reinsurer of its intention to contest, compromise or litigate a claim involving reinsurance. If the Reinsurer declines to be a party to the contest, it shall discharge its liability to the Company by payment of its full share of the claim according to the terms and conditions of this Agreement and shall thereby be relieved of all future liability with respect to such contested claim.

If the Reinsurer joins the Company in a contest or compromise, the Reinsurer shall participate in the same proportion that the amount at risk reinsured with the Reinsurer bears to the total amount at risk to the Company on the claim and shall share in the reduction in liability in the same proportion.

5.5 Waiver of Premium

In the event of a waiver of premium disability claim, the Reinsurer shall waive the reinsurance premium corresponding to the gross premium waived by the Company.

5.6 Extra Contractual Damages

The Reinsurer shall not participate in Punitive or Compensatory Damages or Statutory Penalties that are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company, its agents, or representatives in connection with claims covered under this Agreement. The Reinsurer shall, however, pay its share of Statutory Penalties awarded against the Company in connection with claims covered under this Agreement if the Reinsurer elected in writing to join in the contest of the coverage in question.

The parties recognize that circumstances may arise in which equity would require the Reinsurer, to the extent permitted by law, to share proportionately in Punitive and Compensatory Damages. Such circumstances are difficult to define in advance, but would generally be those situations in which the Reinsurer was an active party and, in writing, recommended, consented to, or ratified, in advance, the act or course of conduct of the Company that would result in the assessment of the Extra Contractual Damages.

If the Reinsurer concurs with the Company's action, the Reinsurer shall participate in any Extra Contractual award, under the policy involved in the same proportion as the Reinsurer reinsures the underlying insurance, but in no event shall the Reinsurer's liability exceed the amounts identified in Schedule A. If the Reinsurer does not concur with the Company's action, it shall

U169-001-000

pay its full share of the claim according to the terms and conditions of this Agreement and shall be relieved of all future liability with respect to this claim.

For purposes of this Article, the following definitions shall apply:

"Punitive Damages" are those damages awarded as a penalty, the amount of which is neither

governed nor fixed by statute.

"Compensatory Damages" are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty nor fixed in amount by statute.

"Statutory Penalties" are those amounts awarded as a penalty, but are fixed in amount by statute.

U169-001-000

Article 6

GENERAL PROVISIONS

6.1 Currency

All payments under this Agreement shall be made in United States currency.

6.2 Premium Tax

The Reinsurer shall not reimburse the Company for premium taxes on reinsurance premiums.

6.3 Inspection of Records

The Reinsurer, or its duly authorized representatives, may inspect the original papers and any and all books or documents relating to or affecting reinsurance under this Agreement. Such access shall be provided during regular business hours at the office of the Company or electronically as agreed to by the parties.

6.4 Reinstatement

If a reinsured policy lapses for non-payment of premium, the Reinsurer may, at its option, reinstate the reinsurance at any time following such termination if the Company makes payment of all reinsurance premiums due and payable up to the date of reinstatement. In the event of such reinstatement, the Reinsurer shall have no liability for any claims incurred between the time the policy lapsed and the date of reinstatement of the reinsurance.

6.5 Expenses

The Reinsurer shall have no liability for medical examinations, inspection fees, attending physicians' statements and other charges incurred in connection with the issuance of the Company's policy. The Reinsurer is not liable for any commissions or expenses incurred by the Company with respect to this Agreement, except for those instances specifically stated elsewhere in this Agreement.

6.6 Original Conditions

All reinsurance ceded hereunder shall be subject in all respects to the same clauses, rates, terms, and conditions as the reinsured policy but, nevertheless subject to the terms and conditions of this Agreement.

6.7 Subrogation

The Reinsurer shall be credited with subrogation (i.e., reimbursement obtained by the Company less the actual cost of obtaining such reimbursement, excluding salaries of officials and employees of the Company or any subsidiary or any affiliate of the Company, and sums paid to attorneys as retainer) on account of claims and settlements involving reinsurance hereunder. If it is in the Company's economic best interest, the Company hereby agrees to enforce its right to subrogation relating to any expense, a part of which expense was sustained by the Reinsurer, and to prosecute all claims arising out of such rights.

U169-001-000

6.8 Company Data

The Company agrees to keep the Reinsurer informed of the identity and terms of the policies reinsured under this Agreement, as well as any special programs affecting reinsurance hereunder, by sending copies of the application forms, policy forms, supplementary agreements, rate books, plan codes and all other materials relevant to coverages reinsured.

Further, the Company agrees to send to the Reinsurer copies of all underwriting manuals or criteria, requirements, and retention schedules affecting reinsurance ceded and to keep the Reinsurer fully informed by sending all subsequent changes to said materials.

U169-001-000

Article 7

INSOLVENCY

7.1 Definition of Insolvency

A party to this Agreement shall be deemed to be insolvent when it:

1.   applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator, or statutory successor of its properties or assets; or

2.   is adjudicated as bankrupt or insolvent; or

3.   files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation or similar law or statute; or

4.   becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domicile.

7.2 Insolvency of the Company

In the event of insolvency of the Company, all payments normally made to it by the Reinsurer shall be payable directly to the liquidator, receiver or statutory successor of the Company on the basis of the liability of the Company under the policies reinsured without diminution because of insolvency of the Company.

In the event of insolvency of the Company, the liquidator, receiver or statutory successor shall give the Reinsurer written notice of the pendency of a claim on a policy reinsured within a reasonable time after the claim is filed in the insolvency proceeding. During the pendency of the claim, the Reinsurer may investigate the claim, and in a proceeding where the claim is to be adjudicated, the Reinsurer may, at the Reinsurers own expense, interpose in the name of the Company (its liquidator, receiver or statutory successor) any defense or defenses which the Reinsurer may deem available to the Company or its liquidator, receiver or statutory successor.

The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the amount of reinsurance that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.

U169-001-000

Article 8

ARBITRATION

All disputes and differences between the parties on which an amicable understanding cannot be reached shall be decided by arbitration in Stamford, Connecticut or such other location to which the parties mutually agree. The following procedure shall apply:

Upon written request of either party, each party shall choose an arbitrator and the two chosen shall select a third arbitrator. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after receipt of the written request for arbitration, the requesting party may appoint a second arbitrator. Such notice of arbitration shall be sent certified or registered mail. If the two arbitrators fail to agree on the selection of the third arbitrator within thirty (30) days of their appointment, each of them shall name three individuals, of whom the other shall decline two, and the decision as to the third arbitrator shall be determined by drawing lots.

All arbitrators shall be active or retired officers of United States domiciled life insurance or life reinsurance companies and disinterested in the outcome of the arbitration. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the third arbitrator.

The parties hereby waive all objections to the method of choosing the arbitrators, it being the intention of both parties that all the arbitrators be chosen from those submitted by the parties.

The arbitrators shall have the power to determine all procedural rules for the holding of the arbitration including, but not limited to inspecting documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators shall have no authority to award punitive damages, exemplary damages, attorneys' fees or costs.

The arbitrators shall interpret this Agreement as an honorable engagement and not merely as a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law.

Each party shall bear the expense of its own arbitrator, and shall jointly and equally bear with the other the expense of the third arbitrator and the arbitration. In the event that the two arbitrators are chosen by one party, as provided above, the expense of the arbitrators and the arbitration shall be divided equally between the two parties.

The decision, in writing, of the majority of the arbitrators, shall be final and binding upon both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction.

U169-001-000

Article 9

CONFIDENTIALITY

The Company and the Reinsurer agree that Customer and Proprietary Information shall be treated as confidential. Customer Information includes, but is not limited to, medical, financial, and other personal information about proposed, current, and former policy owners, insureds, applicants, and beneficiaries of policies issued by the Company. Proprietary Information includes, but is not limited to, business plans and trade secrets, mortality and lapse studies, underwriting manuals and guidelines, applications and contract forms, and the specific terms and conditions of this Agreement.

Customer and Proprietary Information shall not include information that:

1.   is or becomes available to the general public through no fault of the party receiving the Customer and Proprietary Information (the "Recipient");

2.   is independently developed by the Recipient;

3.   is acquired by the Recipient from a third party not covered by a confidentiality agreement; or

4.   is disclosed under a court order, law or regulation.

The parties shall not disclose such information to any other parties unless agreed to in writing, except as necessary for retrocession purposes, as requested by external auditors, as required by court order, or as required or allowed by law or regulation.

The Company acknowledges that the Reinsurer can aggregate data with other companies reinsured with the Reinsurer as long as the data cannot be identified as belonging to the Company.

U169-001-000

Article 10

ERRORS AND OMISSIONS

If through unintentional error, oversight, omission, or misunderstanding (collectively referred to as "errors"), the Reinsurer or the Company fails to comply with the terms of this Agreement and if, upon discovery of the error by either party, the other party is promptly notified, each thereupon shall be restored to the position it would have occupied if the error had not occurred, including interest.

If it is not possible to restore each party to the position it would have occupied if the error had not occurred, the parties shall endeavor in good faith to promptly resolve the situation in a manner that is fair and reasonable, and most closely approximates the intent of the parties as evidenced by this Agreement.

However, the Reinsurer shall not provide reinsurance for policies that do not satisfy the parameters of this Agreement, nor shall the Reinsurer be responsible for negligent or deliberate acts or for repetitive errors in administration by the Company. If either party discovers that the Company has failed to cede reinsurance as provided in this Agreement, or failed to comply with its reporting requirements, the Reinsurer may require the Company to audit its records for similar errors and to take actions necessary to avoid similar errors in the future.

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Article 11

OFFSET

Any debts or credits, in favor of or against either the Reinsurer or the Company with respect to this Agreement or any other reinsurance agreement between the parties, are deemed mutual debts or credits and shall be offset and only the balance shall be allowed or paid.

The right of offset shall not be affected or diminished because of the insolvency of the other party.

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Article 12

EXCLUSIONS

This Agreement shall follow the exclusions in the Company's policies. In addition, it does not apply to and specifically excludes claims arising out of the following:

1.declared or undeclared war, or an act of war;

2.workers compensation in any form;

3.loss in excess of the reinsured policy limits;

4.London Market Excess, howsoever assumed;

5.assumed reinsurance;

6.business without an Actively at Work provision;

7.new business which covers in force disabled lives;

8.non-underwritten life insurance sold through an on line insurance marketplace;

9.participation in any pool or association of insurers and/or reinsurers;

10.stand alone AD&D business.

The following are also excluded under this Agreement but shall be given facultative consideration by the Reinsurer:

1.employee leasing companies;

2.association groups;

3.business without age reductions;

4.industries classified by the Reinsured as ineligible including;

nairlines

nmining

noil and gas operations

nprofessional sports teams

nchemical processing, except white collar personnel.

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Article 13

TERRORISM LIMITATION

Notwithstanding any other provision of this Agreement, or any provision of the policies reinsured hereunder, losses under this Agreement arising out of, caused by, or resulting from any act of terrorism as described below or any act authorized by a governmental authority for the purpose of preventing, terminating, countering or responding to any act or threat of terrorism or for the purpose of preventing or minimizing the consequences of any act or threat of terrorism shall be limited to $25,000,000 for any one Agreement Year.

Agreement Year is defined as the period from March 1, 2015 through February 29, 2016 both days inclusive, and each respective twelve (12) month period thereafter that this Agreement remains inforce.

Such loss is limited regardless of (i) any other cause or event contributing to such loss in any way or at any time, or (ii) whether such loss is accidental or intentional.

An "act of terrorism" means an activity, including the threat of any activity or any preparation for an activity, that:

A.Causes injury to persons; and

B.Appears to be intended to:

1.   Intimidate or coerce a civilian population; or

2.   Disrupt any segment of an economy; or

3.   Influence the policy of a government by intimidation or coercion; or

4.   Affect the conduct of a government by destruction, assassination, kidnapping or hostage-taking; or

5.   Advance a political, religious or ideological cause.

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Article 14

DAC TAX

The Parties to this Agreement agree to the following provisions pursuant to Section 1.848­2(g)(8) of the Income Tax Regulations effective December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended:

1.   The term "Party" shall refer to either the Company or the Reinsurer as appropriate.

2.   The terms used in this Article are defined by reference to Regulation Section 1.848-2 in effect as of December 29, 1992.

3.   The Party with the net positive consideration for this Agreement for each taxable year shall capitalize specified policy acquisition expense with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1).

4.   The Company and the Reinsurer agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Internal Revenue Service.

5.   The Company shall submit a schedule to the Reinsurer by June 1 of each year of its calculation of the net consideration for the preceding calendar year. This schedule of calculations shall be accompanied by a statement signed by an officer of the Company stating that the Company shall report such net consideration in its tax return for the preceding calendar year.

6.   The Reinsurer may contest such calculation by providing an alternative calculation to the Company in writing within thirty (30) days of the Reinsurer's receipt of the Company's calculation. If the Reinsurer does not so notify the Company, the Reinsurer shall report the net consideration as determined by the Company in the Reinsurer's tax return for the previous calendar year.

7.   If the Reinsurer contests the Company's calculation of the net consideration, the parties shall act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date the Reinsurer submits its alternative calculation. If the Company and the Reinsurer reach agreement on an amount of net consideration, each party shall report such amount in their respective tax returns for the previous calendar year.

8.   Both the Company and the Reinsurer represent and warrant that they are subject to United States taxation under either Subchapter L or Subpart F of Part III of Subchapter N of the Internal Revenue Code of 1986, as amended.

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Article 15

COMMENCEMENT AND TERMINATION

This Agreement shall be effective for the period beginning at 12:01a.m. Eastern Standard Time March 1, 2015. It is a continuous agreement, subject to ninety (90) days notice of cancellation at midnight February 29 and at any February 29 thereafter (or February 28 as appropriate). Such notice of cancellation shall be sent by registered or certified mail.

This Agreement may be terminated by either party at any time, for breach of the terms and conditions of this Agreement, by giving the other party not less than thirty (30) days prior written notice by certified mail.

The Reinsurer's right to terminate reinsurance pursuant to this Article shall be without prejudice to its right to collect reinsurance premiums for the period that reinsurance was inforce prior to the expiration of the notice period.

The Reinsurer shall have the option of terminating this Agreement at any time, upon delivery of thirty (30) days written notice to the Company, upon the occurrence of any of the following events:

1.   The Company is placed upon a "watch list" by its domiciliary insurance regulators;

2.   the regulatory authority of any jurisdiction in which the Company is authorized to do business revokes the Company's right to continue conducting business in that jurisdiction for financial reasons;

3.   an order appointing a receiver, conservator or trustee for management of the Company is entered or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of the Company;

4.   the Company is merged, purchased or there is any other change in whole or in part of at least twenty percent (20%) in the ownership or control of the Company; or

5.   the Company deviates from the agreed upon underwriting guidelines without the prior approval of the Reinsurer. The Reinsurer shall have no liability for any business quoted on a basis deviating from the agreed upon underwriting guidelines.

If this Agreement is terminated, the Reinsurer shall be relieved of all liability to the Company:

1.   for claims incurred following the termination date of this Agreement; and

2.   for claims incurred prior to the termination date of this Agreement, if proof of claim approved by the Company and proof of claim payment made by the Company is not provided to the Reinsurer within twelve (12) calendar months following the end of the month in which termination of this Agreement is effective.

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Article 16

EXECUTION

This Agreement is effective as of March 1, 2015 and applies to eligible policies issued on or after such date. This Agreement has been made in duplicate and is hereby executed by both parties.

US ALLIANCE LIFE & SECURITY COMPANY	GENERAL RE LIFE COPORATION
By: /s/ Jack H. Brier	By: /s/ Drew F. King
Title: President	Title: Senior Vice President
Date: April 13, 2015	Date: March 26, 2015
Place: Topeka, KS	Place: Stamford, CT
Attest: /s/ Jeff Brown Title:  EVP & COO	Attest: /s/ Stacy A. Varney Title:  Vice President

U169-001-000

Schedule A

REINSURANCE COVERAGE

A.1 Business Covered

In respect of Group business classified by the Company as Group Life and Accidental Death and Dismemberment business, underwritten and issued by the Company and defined as Group Life and Accidental Death and Dismemberment policies.

A.2 Method of Cession

The Company shall be required to send to the Reinsurer a schedule showing the Life Benefits and a copy of the Group Life rate calculation or similar census material. The Company shall also furnish the Reinsurer with a copy of each policy and certificate form for which reinsurance shall be required under this Agreement.

A.3 Reinsurer's Liability

With respect to the policies reinsured, the Reinsurer agrees to accept its share of the liability arising from Group life coverages provided under such policies on a loss occurring basis. The liability of the Reinsurer shall be limited as follows:

For Group Life, 75% quota share of the first $100,000 and 100% of the excess up to $500,000. The maximum reinsurance amount is $475,000 per insured individual.

For Group Accidental Death & Dismemberment, 75% quota share of the first $100,000 and 100% of the excess up to $500,000. The maximum reinsurance amount is $475,000 per insured individual.

The Company shall retain net for its own account 25% of its liability for the benefits payable to a maximum of $25,000 per insured individual for Group Life and 25% of its liability for the benefits payable to a maximum of $25,000 per insured individual for Group AD&D.

The Reinsurer shall be responsible for its share of claims incurred during the period this Agreement is inforce. Incurred date as defined in this Agreement shall mean the time at which a covered loss takes place.

A.4 Agreement Year

Agreement Year as used herein shall be understood to mean the period from March 1, 2015 through February 29, 2016, both days inclusive, and each respective twelve (12) month period thereafter that this Agreement remains in force.

U169-001-000

Schedule B

REINSURANCE PREMIUM

B.1 Group Life Premium

The Company shall pay the Reinsurer 75% of gross premium collected for benefit amounts up to $400,000 less the allowances outlined below in B.3.

The Company shall pay the Reinsurer 100% of gross premium collected for benefit amounts in excess of $400,000 less the allowances outlined below in B.3.

B.2 Group Accidental Death and Dismemberment Premium

The Company shall pay the Reinsurer 75% of the gross premium collected for benefit amounts up to $100,000 less the allowances outlined below in B.3.

The Company shall pay the Reinsurer 100% of gross premium collected for benefit amounts in excess of $100,000 less the allowances outlined below in B.3.

B.3 Reinsurance Allowances

The Reinsurer shall reimburse the following allowances:

Minimum Lives	Maximum Lives	Allowances
3	15	32.0%
16	30	29.5%
31	40	27.0%
41	50	24.5%
51	60	22.0%
61	90	19.9%
91	120	17.8%
121	150	15.7%
151	300	11.7%
301	600	8.3%
600	1,500	5.2%
1,501	3,000	3.1%
3001 +		2.8%

B.4 Change In Reinsurance Allowances

The Reinsurer reserves the right to amend the allowances in Section B.3 above to reflect changes made by the Company in underwriting rules, rating practices or other criteria of Group insurance covered under this Agreement.

B.5 Waiver of Premium

The rates for Group Life include coverage for Waiver of Premium, providing the disability commenced after the effective date of this Agreement.

The date of the Incurred Claim shall be defined as the date the individual becomes disabled.

U169-001-000

Schedule C

REPORTS

Within thirty (30) days of the end of each month, the Company shall report the following information to the Reinsurer for each reinsured coverage:

1.Group Policy Name

2.Group Policy Number

3.Name of the insured

4.Location of insured, including state and ZIP code

5.Policy certificate period/effective date

6.Coverage basis and amount

7.Gross premium

8.Ceding allowance

9.Net premium

10.Cumulative gross and net premiums for the month

11.Ceded claims at the end of the month

12.Outstanding claims at the end of the month

In addition to the information listed above, the Company shall provide complete census data on an annual basis.

U169-001-000

Schedule D

UNDERWRITING GUIDELINES

The business reinsured under this Agreement is underwritten in accordance with the guidelines which are on file with the Reinsurer.

U169-001-000

Amendment No.1

GenRe

AMENDMENT No. 1 to the

GROUP LIFE AND ACCIDENTAL DEATH AND DISMEMBERMENT

REINSURANCE AGREEMENT

(effective March 1, 2015)

between

US ALLIANCE LIFE & SECURITY COMPANY

of

Topeka, Kansas

and

GENERAL RE LIFE CORPORATION

of

Stamford, Connecticut

IT IS HEREBY MUTUALLY AGREED by both parties to this Agreement, effective March 1, 2015, that Section 2.1 in Article 2 — Basis of Insurance is amended to revise paragraph 4 and that Section A.3 is amended to correct the Reinsurer's Liability.

IT IS FURTHER AGREED, effective March 1, 2015, that Schedule E — Catastrophe Coverage is added to and made a part of this Agreement.

All other provisions of this Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Reinsurance Agreement No. U169-001-000 to be executed in duplicate for and on behalf of:

US ALLIANCE LIFE & SECURITY COMPANY

Date:   9/4/2015

Place: Topeka, KSBy: /s/ Jack H. Brier

Witness:  Jeff Brown                                                                                                            Title: President

US ALLIANCE LIFE & SECURITY COMPANY

Date: August 28, 2015

Place: South Portland, ME  By:  /s/ Drew F. King

Witness:  /s/ Jennifer Daigles  Title: Senior Vice President

U169-001-000

Amendment No.1

Article 2

BASIS OF INSURANCE

2.1 Automatic Reinsurance

On or after 12:01 A.M. Eastern Standard Time on the effective date of this Agreement, whenever the Company issues a group policy providing insurance within the limits permitted by the Underwriting Guidelines of the Company as described in Schedule D and the Company retains its maximum limit of retention as shown in Schedule A, the Company shall cede and the Reinsurer shall automatically accept reinsurance in amounts not exceeding the amounts in Schedule A, provided that the policy has not been offered on a facultative basis, in accordance with Article 2.2 below, to any reinsurer, including the Reinsurer.

This Agreement shall apply to policies issued on risks domiciled within the United States.

The reinsurance coverage shall be issued in accordance with the policy forms, underwriting manual, rates and guidelines agreed to by the Reinsurer and the Company. Any deviation from these materials shall require prior written approval by the Reinsurer. The Reinsurer reserves the right to review and modify the rates and/or underwriting guidelines as it deems necessary.

The Company may not reinsure the amount it has retained on the business covered under this Agreement on any basis without the Reinsurer's written consent, which consent may be withheld for any reason. This restriction on reinsurance shall not apply to the catastrophic coverage provided by the Reinsurer as outlined in Schedule E.

2.2 Facultative Reinsurance

For any group policy providing amounts of insurance which does not conform to the agreed upon Underwriting Guidelines, and is for this, or for any reason not eligible for automatic reinsurance under the provisions of this Agreement, such policy shall be offered to the Reinsurer for reinsurance on a facultative basis. Upon receipt of such facultative submission, the Reinsurer shall render a decision as to the acceptability of the policy for reinsurance as soon as is practically possible. If the policy is accepted by the Reinsurer, such policy shall be reinsured under this Agreement according to the rates and all other provisions applicable to automatic reinsurance, unless mutually agreed otherwise by the Company and the Reinsurer. If the policy is declined by the Reinsurer, the Company may seek reinsurance elsewhere for that policy.

This restriction on reinsurance shall not apply to reinsurance by the Company with or among its affiliated companies that are controlled by or under common control with the Company.

U169-001-000

Amendment No.1

Schedule A

REINSURANCE COVERAGE

A.1 Business Covered

In respect of Group business classified by the Company as Group Life and Accidental Death and Dismemberment business, underwritten and issued by the Company and defined as Group Life and Accidental Death and Dismemberment policies.

A.2 Method of Cession

The Company shall be required to send to the Reinsurer a schedule showing the Life Benefits and a copy of the Group Life rate calculation or similar census material. The Company shall also furnish the Reinsurer with a copy of each policy and certificate form for which reinsurance shall be required under this Agreement.

A.3 Reinsurer's Liability

With respect to the policies reinsured, the Reinsurer agrees to accept its share of the liability arising from Group life coverages provided under such policies on a loss occurring basis. The liability of the Reinsurer shall be limited as follows:

For Group Life, 75% quota share of the first $400,000 and 100% of the excess up to $500,000. The maximum reinsurance amount is $400,000 per insured individual.

For Group Accidental Death & Dismemberment, 75% quota share of the first $100,000 and 100% of the excess up to $500,000. The maximum reinsurance amount is $475,000 per insured individual.

The Company shall retain net for its own account 25% of its liability for the benefits payable to a maximum of $100,000 per insured individual for Group Life and 25% of its liability for the benefits payable to a maximum of $25,000 per insured individual for Group AD&D.

The Reinsurer shall be responsible for its share of claims incurred during the period this Agreement is inforce. Incurred date as defined in this Agreement shall mean the time at which a covered loss takes place.

A.4 Agreement Year

Agreement Year as used herein shall be understood to mean the period from March 1, 2015 through February 29, 2016, both days inclusive, and each respective twelve (12) month period thereafter that this Agreement remains in force.

U169-001-000

Amendment No.1

Schedule E

CATASTROPHE COVERAGE

E.1 Business Covered

The Company's liability for its Net Retention as defined in Schedule A of this Agreement as the result of any loss or losses which may arise out of a Loss Event as defined below commencing during the term of this Agreement.

E.2 Reinsurer's Liability

The Reinsurer shall pay the Company's Net Retention when a Loss Event causes the death and/or dismemberment of three (3) or more lives reinsured under this Agreement. The Reinsurer's liability shall be subject to a maximum of $1,000,000 annually.

E.3 Definitions

Loss Event

Loss Event is defined as the sum of all losses occasioned by any one accident or loss or series of accidents or losses involving three (3) or more lives directly arising out of one or more associated events.

Loss Events are associated to the extent they have a common cause or are a chain of events forming a part of a schematic whole, even if the events themselves are separate in time and place. Associated Loss Events would include, by way of example, an earthquake and following tremors. The number of associated Loss Events to be included is limited to events occurring within a radius of 10 miles and a period of 168 consecutive hours. Unless otherwise provided in this Agreement, to the extent deaths, dismemberments, or disabilities result from one or more associated Loss Events that occur within the above parameters, only losses occurring within 180 days of the applicable Loss Event shall be included with the meaning of Loss Event under this Agreement.

The Company shall determine the period covered by a single Loss Event or, should an event or series of connected events extend beyond 168 consecutive hours, the Company shall determine the commencement and termination dates of the Loss Event, provided that (i) no period commences earlier than the Effective Date of this Agreement, or later than its termination date and (ii) no period commences earlier than the time of occurrence of the first recorded incident resulting in a claim for a benefit covered hereunder, or may exceed 168 hours.

Net Retention

This term shall mean the amount the Company shall retain for its own account.

E.4 Exclusions

In addition to the exclusions in the Company's policies and the exclusions in Article 12 of this Agreement, this coverage is subject to and specifically excludes losses arising out of the following:

npandemic\epidemic;

ninsureds who permanently reside outside of the United States;

nlosses subject to reimbursement under the War Hazards Compensation Act.

U169-001-000

Amendment No.1

E.5 Reinsurance Premium

The catastrophe coverage shall be reinsured at a flat monthly rate of $0.001 for each $1,000 of the Company's Net Retention per month.

Payment of reinsurance premium shall follow the terms of Article 4.

U169-001-000 Amendment No. 2 AMENDMENT No. 2 to the Gen Re

GROUP LIFE AND ACCIDENTAL DEATH AND DISMEMBERMENT

REINSURANCE AGREEMENT

(effective March 1, 2015)

between

US ALLIANCE LIFE & SECURITY COMPANY

of

Topeka, Kansas

and

GENERAL RE LIFE CORPORATION

of

Stamford, Connecticut

IT IS HEREBY MUTUALLY AGREED by both Parties to this Agreement, effective December 1, 2015, that Schedule A — Reinsurance Coverage is amended as attached to add Supplemental and Voluntary Group Life and Supplemental and Voluntary Group Accidental Death and Dismemberment as reinsured coverages under this Agreement.

All other provisions of this Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2 to Reinsurance Agreement No. U169-001-000 to be executed in duplicate for and on behalf of:

US ALLIANCE LIFE & SECURITY COMPANY

Date:   January 15, 2016

Place: Topeka, KSBy: /s/ Jack H. Brier

Witness:  Jeff Brown                                                                                                            Title: President

US ALLIANCE LIFE & SECURITY COMPANY

Date: January 8, 2016

Place: South Portland, ME  By:  /s/ Drew F. King

Witness:  /s/ Jennifer Daigles  Title: Senior Vice President

U169-001-000

Amendment No. 2

Schedule A

REINSURANCE COVERAGE

A.1 Business Covered

Basic, Supplemental and Voluntary Group Life and Basic, Supplemental and Voluntary Accidental Death and Dismemberment (AD&D) business, underwritten and issued by the Company and defined as Basic, Supplemental and Voluntary Group Life and Basic, Supplemental and Voluntary Accidental Death and Dismemberment policies.

A.2 Method of Cession

The Company shall be required to send to the Reinsurer a schedule showing the Life Benefits and a copy of the Group Life rate calculation or similar census material. The Company shall also furnish the Reinsurer with a copy of each policy and certificate form for which reinsurance shall be required under this Agreement.

A.3 Reinsurer's Liability

With respect to the policies reinsured, the Reinsurer agrees to accept its share of the liability arising from Group life coverages provided under such policies on a loss occurring basis. The liability of the Reinsurer shall be limited as follows:

For Basic, Supplemental and Voluntary Group Life, 75% quota share of the first $400,000 and 100% of the excess up to $500,000. The maximum reinsurance amount is $400,000 per insured individual.

For Basic, Supplemental and Voluntary Group Accidental Death & Dismemberment, 75% quota share of the first $100,000 and 100% of the excess up to $500,000. The maximum reinsurance amount is $475,000 per insured individual.

The Company shall retain net for its own account 25% of its liability for the benefits payable to a maximum of $100,000 per insured individual for Basic, Supplemental, and Voluntary Group Life and 25% of its liability for the benefits payable to a maximum of $25,000 per insured for Basic, Supplemental and Voluntary Group Accidental Death and Dismemberment.

Where the Company insures Basic, Supplemental and Voluntary Group Life, the Company's per person net retention shall be satisfied first by Basic Group Life then by Supplemental Group Life and then by Voluntary Group Life.

Where the Company insures Basic, Supplemental and Voluntary Group Accidental Death & Dismemberment, the Company's per person net retention shall be satisfied first by Basic Group AD&D then by Supplemental Group AD&D and then by Voluntary Group AD&D.

The Reinsurer shall be responsible for its share of claims incurred during the period this Agreement is inforce. Incurred date as defined in this Agreement shall mean the time at which a covered loss takes place.

U169-001-000

Amendment No. 2

A.4 Agreement Year

Agreement Year as used herein shall be understood to mean the period from March 1, 2015 through February 29, 2016, both days inclusive, and each respective twelve (12) month period thereafter that this Agreement remains in force.

EX-16.1

EXHIBIT 16.1

RSM

RSM US LLP

1299 Farnam Street, Ste. 530

Omaha, NE 68102

O+1 402 344 6100

F+1 402 344 6101

www rsmus.com

June 29, 2016

Securities and Exchange Commission

Washington, D.C. 20549

Commissioners:

We have read Item 14 of Form 10 concerning our firm dated June 28, 2016, of US Alliance Corporation that we understand the Company intends to file with the U.S. Securities and Exchange Commission on or about June 29, 2016, and are in agreement with the statements concerning RSM contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ RSM US LLP