S-1

As filed with the Securities and Exchange Commission on January 21, 2021

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

Registration Statement Under the Securities Act of 1933

MEMBERS Life Insurance Company

(Exact name of registrant as specified in its charter)

IOWA (State or other jurisdiction of incorporation or organization) 6311 (Primary Standard Industrial Classification Code Number) 39-1236386 (I.R.S. Employer Identification No.)

2000 Heritage Way

Waverly, Iowa 50677

(319) 352-4090

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Jennifer Kraus-Florin, Esq.

MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, Iowa 50677

(319) 352-4090

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPY TO:

Stephen E. Roth, Esq.

Thomas E. Bisset, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

(202) 383-0100

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☒	Smaller reporting company  ☐
	Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed  maximum aggregate offering price	Amount of registration fee
Single Premium Deferred Annuity Contract	*	*	$2.5 billion	$272,750

*       The maximum aggregate offering price is estimated solely for the purposes of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CUNA Mutual Group ZoneChoice™ Annuity

Issued by:

MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, Iowa 50677

Telephone number: 800-798-5500

Offered Through: CUNA Brokerage Services, Inc.

DATED __________, 2021

This Prospectus describes the CUNA Mutual Group ZoneChoice™ Annuity, an individual or joint owned, single premium deferred annuity contract with index-linked interest options (the “Contract”), issued by MEMBERS Life Insurance Company (the “Company”, “we”, “us”, or “our”). Capitalized terms used in this Prospectus and not otherwise defined have the meanings set forth in the “Glossary,” starting on page 1.

The Contract, which you may purchase with an initial Purchase Payment of at least $5,000, is designed primarily for individuals, trusts, and certain retirement plans that qualify for the special federal income tax treatment associated with annuity contracts. The Company does not allow additional Purchase Payments after the initial Purchase Payment. The Contract has a six-year Surrender Charge period. This means that surrenders or withdrawals prior to the end of the six-year period may be subject to a Surrender Charge.

For accumulation and long-term investment purposes, the Contract offers index-linked investment Allocation Options (Risk Control Accounts) and a guaranteed interest rate investment Allocation Option (Declared Rate Account). The Contract also offers standard annuity features including multiple fixed annuitization options (“Payout Options”). The Contract is a complex insurance and investment vehicle. You should speak with a financial professional about the Contract’s features, benefits, risks and fees, and whether it is appropriate for you based upon your financial situation and objectives. The Prospectus describes all material rights and obligations of Owners, including all state variations.

The Risk Control Accounts are interest crediting options that provide returns based upon the investment performance of an external Index over the Interest Term, subject to either an Indexed Interest Cap or Indexed Interest Participation Rate if the Index performance is positive and either an Indexed Interest Floor or an Indexed Interest Buffer if the Index performance is negative. It is possible that you will not earn any interest in the Risk Control Accounts. We currently offer two reference indices, the S&P 500 Price Return Index (“S&P 500”) and the Barclays Risk Balanced Index (“Barclays Risk Balanced”), and two Interest Terms, 1 year or 6 years.

The Indexed Interest Floor and Indexed Interest Buffer describe the level of protection provided by the Risk Control Account. Each Risk Control Account will have either an Indexed Interest Floor or an Indexed Interest Buffer. The Indexed Interest Floor represents the maximum loss for an Interest Term that can be used in determining the Adjusted Index Return for the Risk Control Account. The Indexed Interest Buffer represents the maximum loss for an Interest Term that will not result in a negative Adjusted Index Return for the Risk Control Account.

We currently offer eleven Indexed Interest Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and -10%. If an Indexed Interest Floor of 0% is elected, negative investment performance of the applicable Index will not reduce your Risk Control Account Value. If any other Indexed Interest Floor is chosen, negative investment performance of the applicable Index will reduce your Risk Control Account Value by up to the amount of the Indexed Interest Floor you elected for any Interest Term even if the Index performance for that Interest Term is less than the Indexed Interest Floor.

We currently offer one Indexed Interest Buffer option, 10%. If this option is elected, negative investment performance of the applicable Index will not reduce your Risk Control Account Value if the negative investment performance is between zero and -10% for the Interest Term. If the negative investment performance is less than -10% for the Interest Term, your Risk Control Account Value will be reduced by the amount of negative investment performance in excess of -10%. This means your Risk Control Account Value can be reduced by as much as 90% due to negative investment performance of the applicable Index over the Interest Term.

The Indexed Interest Cap and Indexed Interest Participation Rate are used in determining the level of upside potential provided by the Risk Control Account. Each Risk Control Account will have either an Indexed Interest Cap or an Indexed Interest Participation Rate. The Indexed Interest Cap represents the maximum gain for an Interest Term that will be used in determining the Adjusted Index Return for the Risk Control Account. The Indexed Interest Participation Rate is a percentage that is multiplied by the Index Return for the Interest Term to determine the Adjusted Index Return for the Risk Control Account.

The Indexed Interest Cap will vary based on the level of risk being accepted, meaning it will be the highest for the -10% floor and the lowest for the 0% floor. This allows for the potential for greater increases to your Risk Control Account Value by accepting more risk. The Indexed Interest Cap and Indexed Interest Participation Rate are guaranteed for the duration of the Interest Term and will be declared at the start of any subsequent Interest Term. The Indexed Interest Cap and Indexed Interest Participation Rate are available two weeks in advance of the start of the Interest Term. The Indexed Interest Cap will never be less than 1.0%. The Indexed Interest Participation Rate will never be less than 10%.

The Declared Rate Account is an interest crediting option that provides returns based upon the annual Interest Rate. Interest is credited daily. The annual Interest Rate is guaranteed for the duration of the Interest Term and will be declared at the start of any subsequent Interest Term. The Interest Rate is available two weeks in advance of the start of the Interest Term. The Interest Rate will never be below the Minimum Interest Rate. The Declared Rate Account may not be available in all states as described in Appendix C to this Prospectus.

Other than the Declared Rate Account or an Interest Term where the Indexed Interest Floor of 0% has been elected, there is risk of loss to your principal and any previously credited interest because each Interest Term you agree to absorb losses up to your Indexed Interest Floor or losses beyond your Indexed Interest Buffer. This risk of loss becomes greater if you take a withdrawal or surrender your Contract due to the Surrender Charges, Interest Adjustment, Equity Adjustment, and federal income tax penalties which could reduce your Contract Value even further. The maximum Surrender Charge is 9% of the Contract Value withdrawn. The terms under which the Surrender Charge will be waived may vary in some states and are described in Appendix C to this Prospectus. The Interest Adjustment may be either positive or negative, which means the Interest Adjustment may increase or decrease the amount you receive upon surrender or partial withdrawal. The Equity Adjustment, which applies to the Risk Control Accounts only, may be negative even when the value of the applicable Index has increased or when the value of the applicable Index has declined less than the Indexed Interest Buffer. Similarly, the Equity Adjustment may reduce the Risk Control Account Value by more than the Indexed Interest Floor.

The Contract is supported by the assets of the Risk Control Separate Account and the Declared Rate Separate Account, which are non-registered, insulated separate accounts of the Company which support the Company’s obligations with respect to the Contract. You may allocate your Purchase Payment or Contract Value to one or more Allocation Options which include the Risk Control Accounts and the Declared Rate Account. The assets of the Separate Accounts are not chargeable with liabilities arising out of any other business that we conduct. Our General Account assets are available to meet the guarantees under the Contract as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

This Contract is a security. It involves investment risk and may lose value. For additional information on risks associated with the Contract see the “Risk Factors” section of this Prospectus.

The Contract is offered through CUNA Brokerage Services, Inc. (“CBSI”), which is the principal underwriter. The principal business address of CBSI is 2000 Heritage Way, Waverly, IA 50677. The principal underwriter is not required to sell any specific number or dollar amount of Contracts but will use its best efforts to sell the Contracts. There are no arrangements to place funds in an escrow, trust, or similar account. The offering of the Contract is intended to be continuous.

A registration statement relating to this offering has been filed with the Securities and Exchange Commission (“SEC”). You may request a copy of the Prospectus by writing to our Administrative Office at 2000 Heritage Way, Waverly, Iowa 50677, or by calling 1-800-798-5500. This Prospectus can also be obtained from the SEC’s website at www.sec.gov.

This Prospectus provides important information you should know before investing, including risks related to the Company’s business. Please see “Potential Risk Factors That May Affect Our Business and Our Future Results” on page __ for more information regarding these risks. Please keep this Prospectus for future reference.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Contracts are not insured by the Federal Deposit Insurance Corporation or any other government agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal and previously credited interest.

The date of this Prospectus is _______, 2021

TABLE OF CONTENTS

GLOSSARY	1
HIGHLIGHTS	5
How Your Contract Works	5
Risk Factors	9
FEES AND EXPENSES	12
Other Information	12
GETTING STARTED – THE ACCUMULATION PERIOD	14
Purchasing a Contract	14
Tax-Free “Section 1035” Exchanges	14
Owner	15
Divorce	15
Annuitant	15
Beneficiary	15
Right to Examine	16
ALLOCATING YOUR PURCHASE PAYMENT	16
Purchase Payment	16
Purchase Payment and Allocation Options	17
Reallocating Your Contract Value: Transfers	17
DECLARED RATE ACCOUNT ALLOCATION OPTION	18
RISK CONTROL ACCOUNT ALLOCATION OPTIONS	19
CONTRACT VALUE	21
Risk Control Account Value	22
SURRENDER VALUE	31
ACCESS TO YOUR MONEY	32
Partial Withdrawals	32
Surrenders	34
Partial Withdrawal and Surrender Restrictions	34
Right to Defer Payments	34
DEATH BENEFIT	34
Death of the Owner during the Accumulation Period	34
Death of Owner or Annuitant After the Income Payout Date	38
Interest on Death Benefit Proceeds	38
Abandoned Property Requirements	38
INCOME PAYMENTS – THE PAYOUT PERIOD	38
Income Payout Date	38
Payout Period	39
Terms of Income Payments	39
INCOME PAYOUT OPTIONS	39
Election of an Income Payout Option	39
Income Payout Options	40
FEDERAL INCOME TAX MATTERS	41
Tax Status of the Contracts	41

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Taxation of Non-Qualified Contracts	42
Taxation of Qualified Contracts	43
Federal Estate Taxes, Gift and Generation-Skipping Transfer Taxes	44
Medicare Tax	44
Same-Sex Spouses	44
Annuity Purchases By Nonresident Aliens and Foreign Corporations	44
Possible Tax Law Changes	45
Important Information about the Indices	45
OTHER INFORMATION	48
Distribution of the Contract	48
Business Disruption and Cyber-Security Risks	49
Authority to Change	49
Incontestability	50
Misstatement of Age or Gender	50
Conformity with Applicable Laws	50
Reports to Owners	50
Change of Address	50
Inquiries	50
CORPORATE HISTORY OF THE COMPANY	50
Financial Information	51
Investments	51
Reinsurance	51
Policy Liabilities and Accruals	52
POTENTIAL RISK FACTORS THAT MAY AFFECT OUR BUSINESS AND OUR FUTURE RESULTS	52
SELECTED FINANCIAL DATA	57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	59
Cautionary Statement Regarding Forward-Looking Information	59
Overview	60
Critical Accounting Policies	61
Executive Summary	67
Results of Operations for the Years ended December 31, 2020 and 2019	68
Financial Condition	69
Liquidity and Capital Resources	70
Statutory Financial Data and Dividend Restrictions	71
Contractual Obligations	71
Quantitative and Qualitative Disclosures about Market Risk and Cyber Security	72
MANAGEMENT	73
Directors and Executive Officers	73
Transactions with Related Persons, Promoters and Certain Control Persons	74
Committees of the Board of Directors	76
Compensation Committee Interlocks and Insider Participation	76
Director Compensation	76
Legal Proceedings	77
FINANCIAL STATEMENTS	77
APPENDIX A: EQUITY ADJUSTMENT	A-1
APPENDIX B: EXAMPLES OF PARTIAL WITHDRAWALS AND FULL SURRENDER WITH APPLICATION OF SURRENDER CHARGE AND INTEREST ADJUSTMENT	B-1

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APPENDIX C: STATE VARIATIONS OF CERTAIN FEATURES AND BENEFITS C-1

The Contract may not be available in all states. This Prospectus does not constitute an offer to sell any Contract and it is not soliciting an offer to buy any Contract in any state in which the offer or sale is not permitted. We do not authorize anyone to provide any information or representations regarding the offering described in this Prospectus other than the information and representations contained in this Prospectus.

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GLOSSARY

We have tried to make this Prospectus as understandable as possible. However, in explaining how the Contract works, we have had to use certain terms that have special meanings. We define these terms below.

Accumulation Period. The period of time that begins on the Contract Issue Date stated on the Data Page and ends on the Income Payout Date or the date this Contract is terminated if earlier.

Adjusted Index Return. The Index Return for the current Interest Term adjusted for the Crediting Strategy.

Administrative Office. MEMBERS Life Insurance Company, 2000 Heritage Way, Waverly, Iowa 50677. Phone: 1-800-798-5500.

Age. Age as of last birthday.

Allocation Option Maturity Date. The last day of an Allocation Option Period. A new Allocation Option Period will begin on the Allocation Option Maturity Date.

Allocation Option Period. The period of time used in calculating the Interest Adjustment that begins on an Allocation Option Start Date and ends on an Allocation Option Maturity Date. Each Allocation Option Period is six years.

Allocation Option Start Date. The first day of an Allocation Option Period.

Allocation Options. All Risk Control Account and Declared Rate Account options available under the Contract for allocating your Purchase Payment and Contract Value.

Annual Free Withdrawal Amount. The amount that can be withdrawn without incurring a Surrender Charge each Contract Year. It is equal to 10% of the Contract Value determined at the beginning of the Contract Year.

Annuitant (Joint Annuitant). The person(s) whose life (or lives) determines the income payment amount payable under the Contract. If the Owner is a non-natural person, the Annuitant(s) is also the person(s) whose death determines the Death Benefit.

Authorized Request. A signed and dated request that is in Good Order. A request to transfer value, change a party to the Contract, change the Income Payout Date or request a partial withdrawal or full surrender of the Contract must be signed by all Owners. An Authorized Request may also include a phone, fax, or electronic request for specific transactions.

Beneficiary. The person(s) or entity named by the Owner to receive proceeds payable upon the death of the first Owner or the first Annuitant if the Owner is a non-natural person.

Business Day. Any day that the New York Stock Exchange is open for trading. All requests for transactions that are received at our Administrative Office in Good Order on any Business Day prior to market close, generally 4:00 P.M. Eastern Time, will be processed as of the end of that Business Day.

Company. MEMBERS Life Insurance Company; also referred to as “we”, “our” and “us”.

Contract. The CUNA Mutual Group ZoneChoice Annuity, an individual or joint owned, single premium deferred variable annuity contract with index-linked interest options issued by MEMBERS Life Insurance Company.

Contract Anniversary. The same day and month as the Contract Issue Date for each year the Contract remains in force.

Contract Issue Date. The day your Contract is issued. This date will be used to determine Contract Years and Contract Anniversaries.

Contract Value. The total value of your Contract during the Accumulation Period. All values are calculated as of the end of a Business Day.

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Contract Year. Any twelve-month period beginning on the Contract Issue Date or Contract Anniversary and ending one day before the next Contract Anniversary.

Crediting Base. The amount used to calculate the Risk Control Account Value. It is equal to the amount allocated to a Risk Control Account at the start of the Interest Term, reduced proportionally for any withdrawals.

Crediting Strategy. The method by which interest is calculated for an Allocation Option during the Interest Term.

Data Page. Pages attached to your Contract that describe certain terms applicable to your specific Contract.

Death Benefit. The amount the Beneficiary is entitled to upon the death of an Owner who is a natural person or the death of an Annuitant if the Owner is a non-natural person. It is equal to the greater of Contract Value, including any applicable Equity Adjustment or Interest Adjustment, or the Purchase Payment adjusted for withdrawals as of the date Death Benefit proceeds are payable. We do not apply the Surrender Charge in determining the Death Benefit payable.

Declared Rate Account. An Allocation Option under the Contract that is part of our Declared Rate Separate Account. We credit Contract Value held in the Declared Rate Account with a fixed annual rate of interest.

Declared Rate Separate Account. The MEMBERS Life Declared Rate Separate Account (“Declared Rate Separate Account”). An insulated separate account that we established within our General Account and under the laws of Iowa in which we hold reserves for our guarantees under the Declared Rate Account. Our other General Account assets are also available to meet those and other guarantees under the Contract and our other general obligations. The Declared Rate Separate Account is not registered under the Investment Company Act of 1940.

Earnings. Your Contract Value minus the portion of your Purchase Payment not previously withdrawn.

Equity Adjustment. An adjustment made to the Crediting Base to calculate the Contract Value for a Risk Control Account on any day other than the first and last Business Day of an Interest Term.

Equity Adjustment. Reflects the change in value of derivative instruments that hedge market risks associated with the Risk Control Accounts. The Equity Adjustment is calculated separately for each Risk Control Account at the end of each Business Day except the last day of an Interest Term. The Equity Adjustment varies based on the Crediting Strategy.

General Account. All of the Company’s assets other than the assets in its separate accounts.

Good Order. A request or transaction generally is considered in "Good Order" if we receive it at our Administrative Office within the time limits, if any, prescribed in this Prospectus for a particular transaction or instruction, it includes all information and supporting legal documentation necessary for us to execute the requested instruction or transaction, and is signed by the individual or individuals authorized to provide the instruction or engage in the transaction. A request or transaction may be rejected or delayed if not in Good Order. This information and documentation necessary for a transaction or instruction generally includes, to the extent applicable: the completed application or instruction form; your contract number; the transaction amount (in dollars or percentage terms); the signatures of all Owners (exactly as indicated on the Contract), if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that we may require, including any consents. With respect to the Purchase Payment, Good Order also generally includes receipt by us of sufficient funds to affect the purchase. We may, in our sole discretion, determine whether any particular transaction request is in Good Order, and we reserve the right to change or waive any Good Order requirement at any time. If you have any questions, you should contact us or your financial professional before submitting the form or request.

Hospital. A facility that is licensed and operated as a Hospital according to the law of the jurisdiction in which it is located.

Income Payout Date. The date the first income payment is paid from the Contract to the Owner.

Income Payout Option. The choices available under the Contract for payout of your Contract Value.

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Index, Indices. The reference index (or indices) we use in determining interest credited to the Risk Control Account Value.

Indexed Interest Buffer. The maximum loss for an Interest Term that will not result in a negative Adjusted Index Return.

Indexed Interest Cap. The maximum gain for an Interest Term for determining the Adjusted Index Return.

Indexed Interest Floor. The maximum loss for an Interest Term for determining the Adjusted Index Return.

Indexed Interest Participation Rate. The percentage applied to an Index Return that is greater than zero for the Interest Term to determine the Adjusted Index Return.

Index Return. The percentage change in the reference Index from the beginning of the Interest Term to the end of the Interest Term.

Index Value. The value for the reference Index as of a Business Day.

Interest Adjustment. The amount of an adjustment (increase or decrease) that may be applied to a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value applied to an Income Payout Option.

Interest Term. The period for which interest is calculated for an Allocation Option. The Interest Term may vary by Allocation Option. Interest Terms will start and end on a Contract Anniversary, unless otherwise specified.

Interest Rate. The effective annual rate credited to the Declared Rate Account. The Interest Rate will never be less than the Minimum Interest Rate.

Internal Revenue Code (IRC). The Internal Revenue Code of 1986, as amended.

Irrevocable Beneficiary. A Beneficiary who must consent to being changed or removed as a Beneficiary.

Mean Variance Optimization. An approach under Modern Portfolio Theory where the risk, expressed as the variance, is compared against the expected return to choose the investment portfolio that results in the maximum expected return for a given level of risk.

Minimum Interest Rate. The minimum effective annual rate we will credit Contract Value held in the Declared Rate Account.

Modern Portfolio Theory. A theory for constructing investment portfolios in a way that maximizes the expected return based on a given level of market risk.

Non-Qualified Contract. An annuity contract that is independent of any formal retirement or pension plan.

Nursing Home. A facility that is licensed and operates as a nursing facility according to the law of the jurisdiction in which it is located.

Owner (Joint Owner). The person(s) or entity who own(s) the Contract and has (have) all rights under the Contract. Unless owned by a non-natural person, the Owner is also the person(s) whose death determines the Death Benefit. The Owner is also referred to as “you” or “your”.

Payout Period. The period of time that begins on the Income Payout Date and continues until we make the last payment as provided by the Income Payout Option chosen.

Proof of Death. May consist of a certified copy of the death record, a certified copy of a court decree reciting a finding of death or other similar proof.

Purchase Payment. The amount paid to us, by or on behalf of an Owner, that is used to establish the annuity on the Contract Issue Date. We do not allow any additional Purchase Payments under the Contract after the initial Purchase Payment.

Qualified Contract. An annuity that is part of an individual retirement plan, pension plan or employer-sponsored retirement program that is qualified for special treatment under the Internal Revenue Code.

Required Minimum Distributions. The required minimum distribution (RMD) defined by section 401(a)(9) of the IRC for the Contract and as determined by us. RMDs only apply to Qualified Contracts.

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Risk Control Account. An Allocation Option to which we credit interest based in part on the performance of a reference Index, subject to the Crediting Strategy.

Risk Control Account Value. The value of the Contract in a Risk Control Account.

Risk Control Separate Account. The MEMBERS Life Risk Control Separate Account (the “Risk Control Separate Account”). An insulated separate account that we established within our General Account and under the laws of Iowa in which we hold reserves for our guarantees under the Risk Control Accounts. Our other General Account assets are also available to meet those and other guarantees under the Contract and our other general obligations. The Risk Control Separate Account is not registered under the Investment Company Act of 1940.

SAP. The statutory accounting principles and practices prescribed by the insurance regulatory authorities in the Company’s state of domicile.

SEC. The U.S. Securities and Exchange Commission.

Spouse. The person to whom you are legally married. The term Spouse includes the person with whom you have entered into a legally-sanctioned marriage that grants you the rights, responsibilities, and obligations married couples have in accordance with applicable state laws. Individuals who do not meet the definition of Spouse may have adverse tax consequences when exercising provisions under this contract and any attached endorsements or riders. Additionally, individuals in other arrangements that are not recognized as marriage under the relevant state law will not be treated as married or as Spouses as defined in this contract for federal tax purposes. Consult with a tax advisor for more information on this subject and before exercising benefits under the contract and any attached endorsements or riders.

Surrender Charge. The charge associated with surrendering either some or all of the Contract Value.

Surrender Charge Period. The period of time during which we may assess a Surrender Charge upon the surrender of the Contract or withdrawal of Contract Value from the Contract. The Surrender Charge Period begins on the Contract Issue Date and continues for a period of six years.

Surrender Value. The amount you are entitled to receive if you elect to surrender this Contract during the Accumulation Period.

Terminally Ill, Terminal Illness. A life expectancy of 12 months or less due to any illness or accident.

Valuation Period. The period beginning at the close of one Business Day and continuing to the close of the next succeeding Business Day.

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HIGHLIGHTS

The following is a summary of the key features of the Contract. This summary does not include all the information you should consider before purchasing a Contract. You should carefully read the entire Prospectus, which contains more detailed information concerning the Contract and the Company before making an investment decision.

How Your Contract Works

Overview. Your Contract is an individual or joint owned, single premium deferred variable annuity contract with index-linked interest options. There are two periods to your Contract: an Accumulation Period and a Payout Period. Your Contract can help you save for retirement by allowing your Contract Value to earn interest from the Risk Control Accounts and/or Declared Rate Account on a tax-deferred basis and by providing the opportunity for guaranteed lifetime payments. You generally will not pay taxes on your Earnings until you withdraw them.

During the Accumulation Period of your Contract, you allocate your Contract Value between the Allocation Options. The Payout Period begins when you allocate your Contract Value to an Income Payout Option.

Please call your financial professional or the Company at 1-800-798-5500 if you have questions about how your Contract works.

Purchase Payment. You may purchase the Contract with a Purchase Payment of at least $5,000. The Company does not allow additional Purchase Payments after the initial Purchase Payment. A Purchase Payment that equals or exceeds $1 million may be accepted at the sole discretion of the Company. Multiple Contracts owned by the same individual where the sum of the Purchase Payments equals or exceeds $1 million are also accepted at the sole discretion of the Company.

Allocation Options. There are two types of Allocation Options: a Declared Rate Account and Risk Control Accounts. Each of these options is described below.

Declared Rate Account. The portion of your Contract Value allocated to the Declared Rate Account is credited interest daily based on the declared Interest Rate. The initial Interest Rate is available in advance of the Contract Issue Date and will be provided by your financial professional or by calling the Company at 1-800-798-5500. The rate is shown on your Contract Data Page.

Risk Control Accounts. The portion of your Contract Value allocated to a Risk Control Account is credited with interest, if any, based in part on the investment performance of an external Index (currently the S&P 500 Index or the Barclays Risk Balanced Index) over the Interest Term. An Interest Term can be one year or six years. The Index Return for the reference Index is subject to the Crediting Strategy, which may an Indexed Interest Cap, Indexed Interest Participation Rate, Indexed Interest Floor, and/or Indexed Interest Buffer, and is unique to each Risk Control Account.

● The Indexed Interest Floor and Indexed Interest Buffer describe the level of protection provided by the Risk Control Account. Each Risk Control Account will have either an Indexed Interest Floor or an Indexed Interest Buffer. The Indexed Interest Floor represents the maximum loss for an Interest Term that can be used in determining the Adjusted Index Return for the Risk Control Account. The Indexed Interest Buffer represents the maximum loss for an Interest Term that will not result in a negative Adjusted Index Return for the Risk Control Account.

Negative investment performance is limited by the Indexed Interest Floor and Indexed Interest Buffer during the Interest Term. However, you could lose more due to losses in subsequent Interest Terms, Surrender Charges, a negative Interest Adjustment, and federal income tax penalties.

● The Indexed Interest Cap and Indexed Interest Participation Rate are used in determining the level of upside potential provided by the Risk Control Account. Each Risk Control Account will have either an Indexed Interest Cap or an Indexed Interest Participation Rate. The Indexed Interest Cap represents the maximum gain for an Interest Term that will be used in determining the Adjusted Index Return for the Risk Control Account. The Indexed Interest Participation Rate is a percentage multiplied by the Index Return for the Interest Term to determine the Adjusted Index Return for the Risk Control Account.

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● The S&P 500 Index is a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market, as determined by Standard & Poor’s. The Index can go up or down based on the stock prices of the companies that comprise the Index. The Index does not include dividends paid on the stocks comprising the Index and therefore does not reflect the full investment performance of the underlying stocks.

● The Barclays Risk Balanced Index allocates between equities and fixed income using the principles of Modern Portfolio Theory. Equities consist of an equally weighed portfolio of 50 US stocks that have shown low volatility during the past year.  To ensure sector diversification, there can be no more than 10 stocks per sector. Dividends are reinvested. For fixed income, the Index provides exposure to four indices tracking the 2, 5, 10, and 30-year US Treasury futures, equally weighted. Each month, the Index will determine the optimal weights to be allocated between equities and fixed income using Mean Variance Optimization. This process selects the combination that has the highest estimated return potential with 10% risk, assuming that the risk-adjusted returns offered by equities and fixed income will be comparable to each other in the near future. In addition to this monthly process, the Index may rebalance daily to adjust for a 10% volatility (risk) target. Should the selected optimal weights exceed the 10% target, the index will reduce its exposure to equities and fixed income. Conversely, should optimal weights result in a lower volatility than 10%, the index may increase its exposure to equities and fixed income. The Index deducts a fee of 0.5% and a cost equal to the 1-month US dollar LIBOR rate for the equity component. It deducts 0.2% per year for the treasury component. Both deductions may be increased or decreased in the aggregate by the volatility control mechanism.

There are currently five Allocation Options under the Contract, among which you may allocate your Purchase Payment and Contract Value:

	Allocation Option	Interest Term	Crediting Strategy
1	S&P 500 Index Risk Control Account	1-Year	Indexed Interest Floor and Indexed Interest Cap
2	S&P 500 Index Risk Control Account	6-Year	Indexed Interest Buffer and Indexed Interest Participation Rate
3	Barclays Risk Balanced Index Risk Control Account	1-Year	Indexed Interest Floor and Indexed Interest Cap
4	Barclays Risk Balanced Index Risk Control Account	6-Year	Indexed Interest Buffer and Indexed Interest Participation Rate
5	Declared Rate Account	1-Year	Fixed Annual Interest Rate

You must specify the percentage of your Purchase Payment to be allocated to each Allocation Option on the Contract Issue Date. If you allocate to an Allocation Option with an Indexed Interest Floor Crediting Strategy, you must also specify your Indexed Interest Floor. We currently offer eleven Indexed Interest Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and -10%.

Transfers. An Allocation Option is available on the Contract Issue Date and thereafter at the end of the Interest Term until the length of time before the Payout Date is less than the duration of the Interest Term. For example, an Interest Term of one year is available on the Contract Issue Date and every Contract Anniversary thereafter; whereas an Interest Term of six years is available on the Contract Issue Date and every 6^th Contract Anniversary thereafter unless there is less than six years until the Payout Date.

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At the end of the Interest Term for an Allocation Option, you may elect to transfer the value to any available Allocation Option or a different Indexed Interest Floor as of the start of the next Interest Term via transfer instructions by Authorized Request. This includes the ability to elect a new Allocation Option with an Interest Term that has the same duration as the expiring Interest Term or an Interest Term with a different duration, subject to the availability of the Allocation Options and Interest Terms at that time. Only one Indexed Interest Floor for a given Allocation Option can be elected at any given time.

New transfer instructions by Authorized Request will supersede any prior transfer instructions for a given Allocation Option.

If we do not receive transfer instructions by Authorized Request at least one Business Day prior to the end of the current Interest Term, we will apply the value of the Allocation Option to a new Interest Term of the same Allocation Option with the same Indexed Interest Floor, if applicable. If the same Allocation Option is not available, we will apply the value to the Declared Rate Account with the shortest Interest Term.

Declaration of Rates. The Indexed Interest Cap, Indexed Interest Participation Rate, and Interest Rate will not change for the duration of the Interest Term. The initial Indexed Interest Caps, Indexed Interest Participation Rates, and Interest Rate are available in advance of the Contract Issue Date and will be provided by your financial professional or by calling the Company at 1-800-798-5500. The rate is shown on your Contract Data Page.

We may declare a new Indexed Interest Cap, Indexed Interest Participation Rate, or Interest Rate for each subsequent Interest Term and will notify you of the new rate two weeks in advance of the start of an Interest Term. The rates will never be less than the minimum rates described in this Prospectus.

Substitution of an Index during an Interest Term. The Index associated with a given Risk Control Account will remain unchanged for the duration of the Interest Term. However, if the publication of an Index is discontinued, or calculation of the Index is materially changed, we will substitute a suitable Index that will be used for the remainder of the Interest Term and will notify you of the change in advance. If we substitute an Index, the performance of the new Index may differ from the original Index, which may, in turn, affect the index interest credited and your Contract Value. We will not substitute an Index until that Index has been approved by the insurance department in your state.

Addition or Discontinuation of an Allocation Option. We may offer additional Allocation Options at our discretion, which includes offering an additional Index, Crediting Strategy, or Interest Term. We may also discontinue an Allocation Option effective as of the Allocation Option Maturity Date. An Allocation Option may be discontinued before the Allocation Option Maturity Date if any of the following occurs:

● The reference Index is discontinued;

● We have a contractual dispute with the provider of the Index;

● Changes to the reference Index make it impractical or too expensive to purchase derivatives to hedge the Index; or

● The calculation of the Index is substantially changed, resulting in significantly different Index Values or performance.

We will notify you of the addition or discontinuation of an Allocation Option. Such a change will be made after receipt of any required regulatory approval.

Contract Value. Your Contract Value on your Contract Issue Date is equal to the Purchase Payment. On any other day during the Accumulation Period, the Contract Value is equal to the sum of the account value in all Allocation Options in which you are invested. The Accumulation Period begins on the Contract Issue Date and continues until the Income Payout Date. Upon reaching the Income Payout Date, we will begin income payments unless the Contract is surrendered.

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Declared Rate Account Value. The Declared Rate Account Value on any Business Day is equal to the amount applied to the Declared Rate Account at the start of the current Interest Term, less any withdrawals (including any Surrender Charge and Interest Adjustment), plus the interest earned.

Risk Control Account Value. Your Contract Value allocated to the Risk Control Accounts for any Valuation Period is equal to the sum of your Risk Control Account Value in each Risk Control Account.

On the first Business Day of an Interest Term, the Risk Control Account Value is equal to the Crediting Base. On the last Business Day of an Interest Term the Risk Control Account Value is equal to the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. On every other Business Day, the Risk Control Account Value is equal to the Crediting Base plus the Equity Adjustment.

Index Return and Adjusted Index Return. The Index Return and Adjusted Index Return are calculated to determine the interest credited to a Risk Control Account. The Index Return and Adjusted Index Return are calculated separately for each Risk Control Account.

The Index Return is the percentage change in the Index from the beginning of the Interest Term to the end of the Interest Term. The Adjusted Index Return is the Index Return for the current Interest Term adjusted for the Crediting Strategy. The calculation of the Adjusted Index Return varies based on the Crediting Strategy.

Crediting Base. The Crediting Base is equal to the amount allocated to a Risk Control Account at the start of the Interest Term, reduced proportionally for any withdrawals.

Equity Adjustment. The Equity Adjustment reflects the change in value of derivative instruments that hedge market risks associated with the Risk Control Accounts. The Equity Adjustment is calculated separately for each Risk Control Account at the end of each Business Day except the first and last day of an Interest Term. The calculation of the Equity Adjustment varies based on the Crediting Strategy and is described in an endorsement to this Contract. The Equity Adjustment does not apply to Contract Value in the Declared Rate Account.

Interest Adjustment. The Interest Adjustment reflects the change in value of the investments that support the guarantees under this Contract. A withdrawal, including a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value applied to an Income Payout Option, may be adjusted (increased or decreased) for the Interest Adjustment. The Interest Adjustment is calculated separately for each Allocation Option.

Withdrawal Options. All withdrawals reduce the Death Benefit, perhaps significantly, and could terminate the Contract. This Contract may not be suitable for you if you intend to take partial withdrawals. However, the Contract offers the following liquidity features during the Accumulation Period.

● Annual Free Withdrawal Amount – Each Contract Year, you may withdraw up to 10% of your Contract Value determined as of the beginning of the Contract Year without incurring a Surrender Charge. Any unused Annual Free Withdrawal Amount will not carry over to any subsequent Contract Year.

● Partial withdrawal option – You may make partial withdrawals during the Accumulation Period by Authorized Request. Any applicable Surrender Charge, Interest Adjustment, and Equity Adjustment will affect the amount available for a partial withdrawal. A partial withdrawal may reduce your Death Benefit by more than the amount of the partial withdrawal. If a partial withdrawal would cause the Surrender Value to be less than $2,000, we will treat your request as a full surrender of the Contract. Before processing the full surrender, we will attempt to contact you or your financial professional to provide the opportunity for you to take a lower amount to maintain a Surrender Value of at least $2,000. If we are unable to contact you within one Business Day after receiving your request, we will process the full surrender.

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● Full surrender option – You may surrender your Contract during the Accumulation Period by Authorized Request. Upon full surrender, a Surrender Charge, Equity Adjustment, and Interest Adjustment may apply.

Withdrawals and surrenders are subject to income taxes, and if taken before the owner is age 59½, tax penalties may apply. See “Federal Income Tax Matters” on page __ and “Access to Your Money” on page __ for more details.

Surrender Charge. The Surrender Charge Period begins on the Contract Issue Date and continues for a period of six years. The maximum Surrender Charge is 9% of Contract Value withdrawn (See “Fees and Expenses” on page __.

Income Options. You have several income options to choose from during the Payout Period.

Death Benefit. The Death Benefit during the Accumulation Period is equal to the greater of Contract Value or the Purchase Payment adjusted for withdrawals as of the date the Death Benefit is payable. We do not apply a Surrender Charge in determining the Death Benefit payable.

Right to Examine. You may cancel your Contract and receive either your Purchase Payment or your Contract Value depending upon applicable state law (See Right to Examine on page __).

Risk Factors

Your Contract has various risks associated with it. We list these risk factors below, as well as other important information you should know before purchasing a Contract.

Index Return Risk. If you are invested in a Risk Control Account and the relevant Index declines, it may or may not reduce your Risk Control Account Value. This depends on the Risk Control Account to which you allocated your Contact Value. Nevertheless, you always assume the investment risk that no index interest will be credited and therefore the Index Return will not increase your Risk Control Account Value. You also bear the risk that sustained declines in the relevant Index may cause the Index Return to not increase your Risk Control Account Value for a prolonged period.

If you allocate to a Risk Control Account with an Indexed Interest Floor, you assume the risk of a negative Adjusted Index Return up to the amount of the Indexed Interest Floor, which means your Risk Control Account Value could decline.

Additionally, if you allocate to a Risk Control Account with an Indexed Interest Buffer, you assume the risk of a negative Adjusted Index Return after application of the Indexed Interest Buffer, which means your Risk Control Account Value could decline significantly. If there is a large decline in the reference Index, the risk of loss on the Indexed Interest Buffer is significantly higher than the Indexed Interest Floor. For example, if the Indexed Interest Floor is -10% and the Indexed Interest Buffer is -10%, if the Index declines by 30% during the Interest Term, the Adjusted Index Return applied to the Indexed Interest Floor account is -10% whereas the Adjusted Index Return applied to the Indexed Interest Buffer account is -20% (the excess of the 30% decline over the -10% Indexed Interest Buffer).

In addition, you assume the risk that the Indexed Interest Cap can be reduced to as little as 1.0% and the Indexed Interest Participation Rate can be reduced to as little as 10%.

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The risk of loss becomes greater with a partial withdrawal, surrender of the Contract, payment of the Death Benefit, or application of the Contract Value to an income payout option due to the Interest Adjustment, Equity Adjustment, and Surrender Charge.

● Interest Adjustment Risk. In an increasing interest rate environment, the Interest Adjustment could reduce the amount received to less than the protection provided by the Indexed Interest Floor or Indexed Interest Buffer.

● Equity Adjustment Risk. On every Business Day other than the first and last Business Day of an Interest Term, an Equity Adjustment is used to determine the Risk Control Account Value. This means that the Equity Adjustment used to calculated your Risk Control Account Contract Value on every other Business Day could be significantly lower than the performance of the reference Index during most of the Interest Term. The Equity Adjustment may be negative even when the value of the applicable Index has increased or when the value of the applicable Index has declined less than the Indexed Interest Buffer. Similarly, the Equity Adjustment may reduce the Risk Control Account Value by more than the Indexed Interest Floor.

● Surrender Charge Risk. Partial withdrawals or surrenders during the first six Contract Years may result in a Surrender Charge which would further reduce the amount received.

Liquidity Risk. We designed your Contract to be a long-term investment that you may use to help save for retirement and provide lifetime income. Your Contract is not designed to be a short-term investment. While you are permitted to take partial withdrawals from the Contract or fully surrender the Contract during the Accumulation Period by Authorized Request, such withdrawals may be subject to a Surrender Charge, Equity Adjustment, and Interest Adjustment and may impact your Death Benefit and payments under the Income Payout Option you choose. We may defer payments made under this Contract for up to six months if the insurance regulatory authority of the state in which we issued the Contract approves such deferral.

Loss of Principal Risk. Investment in the Risk Control Accounts could result in a loss of principal and previously credited interest. The Indexed Interest Floor and Indexed Interest Buffer describe the level of investment loss that can be experienced in one Interest Term, but losses over multiple Interest Terms could result in a loss of previously credited interest and a loss of principal. Withdrawals and surrenders could also result in a loss of previously credited interest or principal even if performance has been positive because of Surrender Charges, the Equity Adjustment, and the Interest Adjustment.

Market Risk. The historical performance of an Index relating to a Risk Control Account should not be taken as an indication of the future performance of the Index. The performance of an Index will be influenced by complex and interrelated economic, financial, regulatory, geographic, judicial, political and other factors that can affect the capital markets generally, and by various circumstances that can influence the performance of securities in a particular market segment.

The outbreak of the novel coronavirus known as COVID-19 was declared a pandemic by the World Health Organization in March 2020. The COVID-19 pandemic has led to significant volatility in the financial markets. These market conditions have impacted the performance of the indices to which the investment options are linked. If these volatile market conditions continue, and depending upon circumstances of your investments (e.g., your selected investment options and the timing of any purchase, transfer, or withdrawal), you may experience (perhaps significant) negative returns under the Contract. The duration of the COVID-19 pandemic and the impact that COVID-19 vaccinations may have on the pandemic and on the financial markets and global economy cannot be foreseen at this time. You should consult with a financial professional about how the COVID-19 pandemic and the recent market conditions may impact your future investment decisions related to the contract, such as purchasing the Contract or making transfers or withdrawals.

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Risk That We May Eliminate an Allocation Option. We may discontinue an Allocation Option effective as of the Allocation Option Maturity Date. An Allocation Option may also be discontinued before the Allocation Option Maturity Date if any of the following occurs:

● The reference Index is discontinued;

● We have a contractual dispute with the provider of the reference Index;

● Changes to the reference Index make it impractical or too expensive to purchase derivatives to hedge the Index; or

● The calculation of the reference Index is substantially changed, resulting in significantly different Index Values or performance.

We will notify you of the discontinuation of an Allocation Option. Such a change will be subject to any applicable regulatory approval that may be required.

Risk That We May Eliminate or Substitute an Index. There is no guarantee that the Index will be available during the entire time you own your Contract. We may replace currently available Indices if they are discontinued or there is a material change in the calculation of the Index. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the credited index interest you earn and affect how you want to allocate Contract Value between available Risk Control Accounts. We will not substitute the Index until the new Index has been approved by the insurance department in your state. A change in the Index will not change the Indexed Interest Cap, Indexed Interest Participation Rate, Indexed Interest Floor, or Indexed Interest Buffer for your Contract at the time of the change. If we substitute the Index and you do not wish to allocate your Contract Value to the Risk Control Accounts available under the Contract, you may surrender your Contract, but you may be subject to a Surrender Charge, Equity Adjustment, and Interest Adjustment, which may result in a loss of principal and credited index interest. A surrender of the Contract may also be subject to taxes and tax penalties.

If an Index is substituted in the middle of an Interest Term, we will calculate index interest up to the date the first Index terminates. Index interest will then be calculated from the date the new Index is used until the end of the Index Term and the two index interest amounts will be added together to determine the credited index interest for the Interest Term.

We will notify you in your annual report of any addition of an index or substitution or removal of the Index or otherwise in writing where it is necessary to provide advance written notification of the change prior to your Contract Anniversary. See “Addition or Substitution of an Index” for more details.

Creditor and Solvency Risk. Our General Account assets support the guarantees under the Contract and are subject to the claims of our creditors. As such, the guarantees under the Contract are subject to our financial strength and claims-paying ability, and therefore, to the risk that we may default on those guarantees. You need to consider our financial strength and claims-paying ability in meeting the guarantees under the Contract. You may obtain information on our financial condition by reviewing our financial statements included in this Prospectus. Additionally, information concerning our business and operations is set forth in the section of this Prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The outbreak of the novel coronavirus known as COVID-19 was declared a pandemic by the World Health Organization in March 2020. The COVID-19 pandemic has led to significant volatility in the financial markets. These market conditions have impacted the performance of the indices to which the investment options are linked. If these volatile market conditions continue, and depending upon circumstances of your investments (e.g., your selected investment options and the timing of any purchase, transfer, or withdrawal), you may experience (perhaps significant) negative returns under the Contract. The duration of the COVID-19 pandemic and the impact that COVID-19 vaccinations may have on the pandemic and on the financial markets and global economy cannot be foreseen at this time. You should consult with a financial professional about how the COVID-19 pandemic and the recent market conditions may impact your future investment decisions related to the contract, such as purchasing the Contract or making transfers or withdrawals.

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We are also exposed to risks related to natural and man-made disasters and catastrophes, such as storms, fires, floods, earthquakes, epidemics, pandemics, malicious acts, and terrorist acts, which could adversely affect our ability to conduct business. A natural or man-made disaster or catastrophe, including a pandemic (such as the coronavirus COVID-19), could affect the ability, or willingness, of our workforce and employees of service providers and third party administrators to perform their job responsibilities. Even if our workforce and employees of our service providers and third party administrators were able to work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and lead to delays in our issuing Contracts and processing of other Contract-related transactions, including orders from Owners. Catastrophic events may negatively affect the computer and other systems on which we rely and may interfere with our ability to receive, pickup and process mail, our processing of Contract-related transactions, impact our ability to calculate Contract Value, or have other possible negative impacts. There can be no assurance that we or our service providers will avoid losses affecting your Contract due to a natural disaster or catastrophe.

Other Important Information You Should Know

No Ownership Rights – You have no ownership rights in the underlying stocks comprising the reference Indexes. Purchasing the Contract is not equivalent to investing in the underlying stocks comprising the Indexes. As the Owner of the Contract, you will not have any ownership interest or rights in the underlying stocks comprising the Indexes, such as voting rights, dividend payments, or other distributions. The S&P 500 Index does not reflect dividends paid on the stocks comprising the Index, and, therefore, the calculation of the performance of the Index under the Contract does not reflect the full investment performance of the underlying securities.

No Affiliation with Index or Underlying Stocks – We are not affiliated with the sponsors of the Indexes or the underlying stocks comprising the Indexes. Consequently, the Indexes and the issuers of the underlying stocks comprising the Indexes have no involvement with the Contract.

Possible Tax Law Changes – There always is the possibility that the tax treatment of the Contract could change by legislation or otherwise. We have the right to modify the Contract in response to legislative changes that could diminish the favorable tax treatment that Owners receive. You should consult a tax adviser with respect to legislative developments and their effect on the Contract.

FEES AND EXPENSES

The following information describes the fees and expenses you will pay when buying, owning, and surrendering the Contract.

Surrender Charge⁽¹⁾ (as a percentage of Contract Value withdrawn)

Contract Year	Surrender Charge Percentage
1	9%
2	9%
3	8%
4	7%
5	6%
6	5%
7+	0%

Other Expenses

Premium Tax⁽²⁾ (as a percentage of the Purchase Payment)  N/A

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⁽¹⁾ We deduct a Surrender Charge from each withdrawal and surrender during the Surrender Charge Period that exceeds the Annual Free Withdrawal Amount. We do not assess a Surrender Charge on withdrawals and surrenders made under the Nursing Home or Hospital Waiver or Terminal Illness Waiver.

⁽²⁾ Premium tax is not currently deducted, but we reserve the right to do so in the future. State premium taxes currently range from 0% to 3.5% of the Purchase Payment.

Surrender Charge

We deduct a Surrender Charge from each withdrawal or surrender during the Surrender Charge Period that exceeds the Annual Free Withdrawal Amount. The Surrender Charge schedule is expressed as a percentage of the Contract Value withdrawn or surrendered as shown in the Surrender Charge table. The Surrender Charge is assessed before application of the Interest Adjustment.

The Surrender Charge, if any, is calculated using the following formula:

Surrender Charge amount = W x SC%, where

W = amount of withdrawal that is in excess of the Annual Free Withdrawal Amount remaining for that Contract Year

SC% = applicable Surrender Charge percentage based on the Contract Year in which the withdrawal occurs.

For an example of how we calculate the Surrender Charge, see Appendix B to this Prospectus.

We will not assess the Surrender Charge on:

• Withdrawals under the Nursing Home or Hospital waiver or Terminal Illness waiver;

• Required Minimum Distributions that are withdrawn under the automatic withdrawal program provided by the Company;

• Your Annual Free Withdrawal Amount;

• Death Benefit proceeds;

• Amounts withdrawn after the Surrender Charge Period;

• Contract Value applied to an Income Payout Option;

• Transfers; and

• Withdrawals on an Allocation Option Maturity Date.

Surrender Charges offset promotion, distribution expenses, and investment risks born by the Company. To the extent Surrender Charges are insufficient to cover these risks and expenses, the Company will pay for the costs that it incurs from its General Account.

For information on the Annual Free Withdrawal Amount and Surrender Charge waivers, see “Access to Your Money.”

Other Information

We assume investment risks and costs in providing the guarantees under the Contract. These investment risks include the risks we assume in providing the Indexed Interest Floors and Indexed Interest Buffers for the Risk Control Accounts, the Interest Rate for the Declared Rate Account, the surrender rights available under the Contract, the Death Benefit and the income payments. We must provide the rates and benefits set forth in your Contract regardless of how our General Account investments that support the guarantees we provide perform. To help manage our investment risks, we engage in certain risk management techniques. There are costs associated with those risk management techniques. You do not directly pay the costs associated with our risk management techniques. However, we take those costs into account when we set rates and guarantees under your Contract.

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GETTING STARTED – THE ACCUMULATION PERIOD

The Prospectus describes all material rights, benefits and obligations under the Contract. All material state variations in the Contract are described in Appendix C to this Prospectus and in your Contract. Please review Appendix C for any variations from standard Contract provisions that may apply to your Contract based on the state in which your Contract was issued. Your financial professional can provide you with more information about those state variations.

Purchasing a Contract

We offer the Contract to individuals, certain retirement plans, and other entities. To purchase a Contract, you and the Annuitant must be at least Age 21 and no older than Age 85.

We sell the Contract through financial professionals who are also agents of the Company. To start the purchase process, you must submit an application to your financial professional. The Purchase Payment must either be paid at the Company’s Administrative Office or delivered to your financial professional. Your financial professional will then forward your completed application and Purchase Payment (if applicable) to us. After we receive a completed application, Purchase Payment, and all other information necessary to process a purchase order in Good Order, we will begin the process of issuing the Contract on the next Contract Issue Date available. The selling firm’s determination of whether the Contract is suitable for you may delay our receipt of your application. Any such delays will affect when we issue your Contract. If the application for a Contract is properly completed and is accompanied by all the information necessary to process it, including payment of the Purchase Payment, the Purchase Payment will be allocated to the Allocation Options you choose on the next available Contract Issue Date.

IMPORTANT: You may use the Contract with certain tax qualified retirement plans (“IRA”). The Contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of this Contract does not provide additional tax deferral benefits beyond those provided in the qualified retirement plan. Accordingly, if you are purchasing this Contract through a qualified retirement plan, you should consider purchasing the Contract for its other features and other non-tax related benefits. Please consult a tax adviser for information specific to your circumstances to determine whether the Contract is an appropriate investment for you.

If mandated by applicable law, including Federal laws designed to counter terrorism and prevent money laundering, we may be required to reject your Purchase Payment. We may also be required to provide additional information about you or your Contract to government regulators. In addition, we may be required to block an Owner’s Contract and thereby refuse to honor any request for transfers, partial withdrawals, surrender, income payments, and Death Benefit payments, until instructions are received from the appropriate government regulator.

Tax-Free “Section 1035” Exchanges

You can generally exchange one annuity contract for another in a “tax-free exchange” under Section 1035 of the Internal Revenue Code. Before making an exchange, you should compare both contracts carefully. Remember that if you exchange another contract for the one described in this Prospectus, you might have to pay a Surrender Charge or negative Interest Adjustment on the existing contract. If the exchange does not qualify for Section 1035 tax treatment, you may have to pay federal income tax, including a possible penalty tax, on your old contract. There will be a new Surrender Charge Period for this Contract and other charges may be higher (or lower) and the benefits may be different. There may be delays in our processing of the exchange. You should not exchange another contract for this one unless you determine, after knowing all the facts that the exchange is in your best interest. In general, the person selling you this Contract will earn a commission from us.

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Owner

The Owner is the person(s) or entity who own(s) this Contract and has (have) all rights under this Contract. Unless owned by a non-natural person, the Owner is also the person(s) whose death determines the Death Benefit. Joint Owners are not allowed on Qualified Contracts or contracts owned by a non-natural person. The maximum number of Owners is two. The consent of both Joint Owners is needed to complete an Authorized Request. The Owner is also referred to as “you” or “your”. While the Owner is living, the Owner is also the person(s) or entity who receives income payments during the Payout Period while the Annuitant is also living. If there are multiple Owners, each Owner will have equal ownership of the Contract and all references to Owner will mean Joint Owners. Joint Owners are only allowed for non-qualified annuities.

The Owner names the Annuitant or Joint Annuitants. If the Owner is not a natural person, a Joint Owner and Joint Annuitant cannot be named. All rights under the Contract may be exercised by the Owner, subject to the rights of any other Owner. Assignment of the Contract by the Owner is not permitted unless the state in which the Contract is issued requires us to provide the Owner the right to assign the Contract, as identified in Appendix C to this Prospectus. In that case, the Owner must provide us with advance Written Notice of the assignment and the assignment is subject to our approval, unless those requirements are inconsistent with the law of the state in which the Contract is issued.

The Owner may request to change the Owner at any time before the Income Payout Date. If an Owner is added or changed, the amount that will be paid upon the death of the new Owner will be impacted as described in the “Death Benefit” section in this Prospectus. Any change of Owner must be made by Authorized Request and is subject to our acceptance. We reserve the right to refuse such change on a non-discriminatory basis. Unless otherwise specified by the Owner, such change, if accepted by us, will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request.

If an Owner who is a natural person dies during the Accumulation Period, your Beneficiary is entitled to a Death Benefit. If you have a Joint Owner, the Death Benefit will be available when the first Joint Owner dies. If there is a surviving Owner and he or she is the Spouse of the deceased, the surviving Spouse will be treated as the sole primary Beneficiary, and any other designated Beneficiary will be treated as a contingent Beneficiary.

Divorce

In the event of divorce, the former Spouse must provide a copy of the divorce decree (or a qualified domestic relations order if it is a qualified plan) to us. The terms of the decree/order must identify the Contract and specify how the Contract Value should be allocated among the former Spouses.

Annuitant

The Annuitant is the natural person(s) whose life (or lives) determines the income payment amount payable under the Contract. If the Owner is a non-natural person, the Annuitant(s) is also the person(s) whose death determines the Death Benefit. If the Owner is a natural person, the Owner may change the Annuitant at any time provided it is at least 30 days before the Income Payout Date by Authorized Request. Unless otherwise specified by the Owner, such change will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request. If you change the Annuitant, the Income Payout Date will not change. If the Owner is not a natural person, the Annuitant cannot be changed. The Annuitant does not have any rights under the Contract.

Beneficiary

The person(s) or entity named by the Owner to receive proceeds payable upon the death of the first Owner or the first Annuitant if the Owner is a non-natural person. Prior to the Income Payout Date, if no Beneficiary survives the Owner, the proceeds will be paid to the Owner’s estate. If there are Joint Owners and we are unable to determine that one of the Joint Owners predeceased the other, it will be assumed that the Joint Owners died simultaneously. In this instance the Death Benefit will be divided equally among the Joint Owners’ estates. If there is more than one Beneficiary, each Beneficiary will receive an equal share unless otherwise specified by the Owner. If Joint Owners have been designated, the surviving Joint Owner will be treated as the sole primary Beneficiary and any other designated Beneficiary will be treated as a contingent Beneficiary.

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You may change the Beneficiary by an Authorized Request sent to us, or you may name one or more Beneficiaries. A change of Beneficiary will take effect on the date the Authorized Request was signed. If there are Joint Owners, each Owner must sign the Authorized Request. In addition, any Irrevocable Beneficiary or assignee must sign the Authorized Request. We are not liable for any payment we make or action we take before we receive the Authorized Request.

Use care when naming Beneficiaries. If you have any questions concerning the criteria you should use when choosing Beneficiaries, consult your financial professional.

Right to Examine

You may cancel your Contract and return it to your financial professional or to us within a certain number of days after you receive the Contract and receive a refund of either the Purchase Payment you paid less withdrawals or your Contract Value, depending on the state in which your Contract was issued. If the Contract Value exceeds your Purchase Payment you will receive the Contract Value regardless of where the Contract was issued. If the Purchase Payment exceeds the Contract Value, the refund will be your Contract Value unless the state in which the Contract was issued requires that the Purchase Payment less withdrawals be returned. If your Contract is an IRA, we will refund the greater of your Purchase Payment less withdrawals or your Contract Value. Generally, you must return your Contract within 10 days of receipt (30 days if it is a replacement contract), but some states may permit a different period for you to return your Contract. Refunds will not be subject to a Surrender Charge or Interest Adjustment and will be paid within seven days following the date of cancellation. State variations are described in Appendix C to this Prospectus. If you cancel your Contract by exercising your Right to Examine and attempt to purchase a substantially similar Contract the Company may refuse to issue the second Contract.

ALLOCATING YOUR PURCHASE PAYMENT

Purchase Payment

If the application for a Contract is in Good Order, which includes our receipt of the Purchase Payment, we will issue the Contract on the next available Contract Issue Date. Contract Issue Dates offered by the Company are currently the 10^th and 25^th of each month unless those days fall on a non-Business Day. In that case, we issue the Contract on the next Business Day with an effective Contract Issue Date of the 10^th or 25^th. Please note that during the time period between the date your Purchase Payment is delivered to us and the next available Contract Issue Date, we will hold your Purchase Payment in our General Account and not pay interest on it. Thus, during that time period, your Purchase Payment will not be allocated to either the Risk Control Accounts or the Declared Rate Account.

The minimum initial Purchase Payment for a Non-Qualified or Qualified Contract is $5,000. The Company does not allow additional Purchase Payments after the initial Purchase Payment. A Purchase Payment that equals or exceeds $1 million requires our prior approval. Multiple Contracts owned by the same individual where the sum of the Purchase Payments equals or exceeds $1 million also require our prior approval.

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Purchase Payment and Allocation Options

There are five Allocation Options under the Contract, among which you may allocate your Purchase Payment and Contract Value:

	Allocation Option	Interest Term	Crediting Strategy
1	Declared Rate Account	1-Year	Fixed Annual Interest Rate
2	S&P 500 Index Risk Control Account	1-Year	Indexed Interest Floor and Indexed Interest Cap
3	Barclays Risk Balanced Index Risk Control Account	1-Year	Indexed Interest Floor and Indexed Interest Cap
4	S&P 500 Index Risk Control Account	6-Year	Indexed Interest Buffer and Indexed Interest Participation Rate
5	Barclays Risk Balanced Index Risk Control Account	6-Year	Indexed Interest Buffer and Indexed Interest Participation Rate

You must specify the percentage of your Purchase Payment to be allocated to each Allocation Option on the Contract Issue Date. The amount you direct to an Allocation Option must be in whole percentages from 1% to 100% of the Purchase Payment and your total allocation must equal 100%.

If you allocate to an Allocation Option with an Indexed Interest Floor Crediting Strategy, you must also specify your Indexed Interest Floor. We offer eleven Indexed Interest Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and -10%.

The Purchase Payment will be allocated on the Contract Issue Date to the Allocation Options according to the allocation instructions on file with us.

Transactions that are scheduled to occur on a day that the Index Value for a Risk Control Account is not available will be processed on the next Business Day at the Index Value for that day.

We may offer additional Allocation Options at our discretion, which includes offering an additional Index, Crediting Strategy, or Interest Term. We may also discontinue an Allocation Option, effective as of the end of an Interest Term. We will notify you of the addition or discontinuation of an Allocation Option. Such a change will be subject to any required regulatory approval. Any change we make will be on a non-discriminatory basis.

Reallocating Your Contract Value: Transfers

An Allocation Option is available on the Contract Issue Date and thereafter at the end of the Interest Term until the length of time before the Payout Date is less than the duration of the Interest Term. For example, an Interest Term of one year is available on the Contract Issue Date and every Contract Anniversary thereafter; whereas an Interest Term of six years is available on the Contract Issue Date and every 6^th Contract Anniversary thereafter unless there is less than six years until the Payout Date.

At the end of the Interest Term for an Allocation Option, you may elect to transfer the value to any available Allocation Option or a different Indexed Interest Floor as of the start of the next Interest Term via transfer instructions by Authorized Request. This includes the ability to elect a new Allocation Option with an Interest Term that has the same duration as the expiring Interest Term or an Interest Term with a different duration, subject to the availability of the Allocation Options and Interest Terms at that time. Only one Indexed Interest Floor for a given Allocation Option can be elected at any given time.

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New transfer instructions by Authorized Request will supersede any prior transfer instructions for a given Allocation Option.

If we do not receive transfer instructions by Authorized Request at least one Business Day prior to the end of the current Interest Term, we will apply the value of the Allocation Option to a new Interest Term of the same Allocation Option with the same Indexed Interest Floor, if applicable. If the same Allocation Option is not available, we will apply the value to the Declared Rate Account with the shortest Interest Term.

Changes to Crediting Strategy Components. We may declare a new Indexed Interest Cap and Indexed Interest Participation Rate for each subsequent Interest Term and will notify you of the new Indexed Interest Cap and Indexed Interest Participation Rate at least two weeks in advance of the start of an Interest Term. The Indexed Interest Cap and Indexed Interest Participation Rate will never be less than the minimum rates shown on the Data Page. The Indexed Interest Floors and Indexed Interest Buffer for an Allocation Option will not change during the life of your Contract unless the Allocation Option is discontinued.

Addition or Discontinuation of an Allocation Option. We may offer additional Allocation Options at our discretion, which includes offering an additional Index, Crediting Strategy, or Interest Term. We may also discontinue an Allocation Option effective as of the Allocation Option Maturity Date. An Allocation Option may be discontinued before the Allocation Option Maturity Date if any of the following occurs:

● The reference Index is discontinued;

● We have a contractual dispute with the provider of the Index;

● Changes to the reference Index make it impractical or expensive to purchase derivatives to hedge the Index; or

● The calculation of the reference Index is substantially changed, resulting in significantly different Index Values or performance.

We will notify you of the addition or discontinuation of an Allocation Option by sending you written notice at your last known address stating the effective date on which the Allocation Option will be added or discontinued. We will send you the notice in your annual report unless earlier written notice is necessary. Such a change will be subject to any required regulatory approval.

DECLARED RATE ACCOUNT ALLOCATION OPTION

The Declared Rate Separate Account is a non-registered Separate Account in which we hold reserves for our guarantees attributable to annuity contracts that offer declared rate accounts. The assets in the Declared Rate Separate Account are equal to the reserves and other liabilities of the contracts supported by the Declared Rate Separate Account and are not chargeable with liabilities arising out of any other business that we conduct. We have the right to transfer to our General Account any assets of the Declared Rate Separate Account that are in excess of such reserves and other contract liabilities. Our General Account assets are also available to meet the guarantees under the Contract, including the Declared Rate Separate Account, as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

You may allocate all or a portion of your Purchase Payment and Contract Value to the Declared Rate Account. Contract Value allocated to the Declared Rate Account becomes part of the Declared Rate Account Value.

The Crediting Strategy, which is the method by which interest is calculated, for the Declared Rate Account is the fixed annual Interest Rate. The Declared Rate Account Value is credited with interest at the end of each business day. The applicable interest credited, when compounded, equals the Interest Rate. The Interest Rate will not change for the duration of the 1-Year Interest Term. We may declare a new Interest Rate for each subsequent 1-year Interest Term and will notify you of the new Interest Rate two weeks in advance of the start of an Interest Term. The Interest Rate will never be less than the Declared Rate Account Minimum Interest Rate. The initial Declared Rate Account Minimum Interest Rate is shown on your Contract Data Page.

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The Minimum Interest Rate will be calculated each calendar quarter (on each January 1, April 1, July 1, and October 1). The Minimum Interest Rate will be determined on each Allocation Option Start Date based on the calendar quarter in which the Allocation Option Start Date falls and will apply for the Allocation Option Period.

The Minimum Interest Rate will never be less than the lessor of:

a) 3%; or

b) The interest rate determined as the greater of:

1)     The average of the three applicable monthly five-year Constant Maturity Treasury (CMT) rates reported by the Federal Reserve rounded to the nearest 0.05%, as described below, minus 1.25%; or

2) The nonforfeiture rate floor required by the National Association of Insurance Commissioners (NAIC) Standard Nonforfeiture Law for Individual Deferred Annuities, 0.15%.

The three monthly five-year Constant Maturity Treasury rates used in the calculation above are as follows:

● The prior September, October, and November monthly five-year CMT rates will be used to determine the first quarter interest rate that is effective each January 1;

● The prior December, January, and February monthly five-year CMT rates will be used to determine the second quarter interest rate that is effective each April 1;

● The prior March, April, and May monthly five-year CMT rates will be used to determine the third quarter interest rate that is effective each July 1; and

● The prior June, July, and August monthly five-year CMT rates will be used to determine the fourth quarter interest rate that is effective each October 1.

RISK CONTROL ACCOUNT ALLOCATION OPTIONS

The Risk Control Separate Account is a non-registered Separate Account in which we hold reserves for our guarantees attributable to annuity contracts that offer risk control accounts. The assets in the Risk Control Separate Account are equal to the reserves and other liabilities of the contracts supported by the Risk Control Separate Account and are not chargeable with liabilities arising out of any other business that we conduct. We have the right to transfer to our General Account any assets of the Risk Control Separate Account that are in excess of such reserves and other contract liabilities. Our General Account assets are also available to meet the guarantees under the Contract, including the Risk Control Separate Account, as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

You may allocate all or a portion of your Purchase Payment and Contract Value to the Risk Control Accounts we make available. The portion of the Contract Value allocated to a Risk Control Account becomes part of the Risk Control Account Value.

Each Risk Control Account is uniquely structured based on the combination of Crediting Strategy, reference Index, and Interest Term. The Crediting Strategy is the method by which interest is calculated. There are currently two Crediting Strategies available for the Risk Control Accounts:

● Indexed Interest Floor with Indexed Interest Cap

● Indexed Interest Buffer with Indexed Interest Participation Rate

Additionally, we currently offer two reference indices, the S&P 500 Index and Barclays Risk Balanced Index, and two Interest Terms, 1 year or 6 years. Risk Control Account Value is credited with interest based on the investment performance of external Indices, subject to the applicable Crediting Strategy.

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The Indexed Interest Floor and Indexed Interest Buffer are used in determining the level of protection provided by the Risk Control Account. Each Risk Control Account will have either an Indexed Interest Floor or an Indexed Interest Buffer. The Indexed Interest Floor represents the maximum loss for an Interest Term that can be used in determining the Adjusted Index Return for the Risk Control Account. The Indexed Interest Buffer represents the maximum loss for an Interest Term that will not result in a negative Adjusted Index Return for the Risk Control Account.

We currently offer eleven Indexed Interest Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and -10%. If an Indexed Interest Floor of 0% is elected, negative investment performance of the applicable Index will not reduce your Risk Control Account Value. If any other Indexed Interest Floor is chosen, negative investment performance of the applicable Index will reduce your Risk Control Account Value by up to the amount of the Indexed Interest Floor you elected for any Interest Term even if the Index performance for that Interest Term is less than the Indexed Interest Floor.

We currently offer one Indexed Interest Buffer option, -10%. If this option is elected, negative investment performance of the applicable Index will not reduce your Risk Control Account Value if the negative investment performance is not less than -10% for the Interest Term. If the negative investment performance is less than 10% for the Interest Term, your Risk Control Account Value will be reduced by the amount of negative investment performance in excess of -10%. This means your Risk Control Account Value can be reduced by as much as 90% due to negative investment performance of the applicable Index over the Interest Term.

Although negative investment performance is limited by the Indexed Interest Floor and Indexed Interest Buffer for a given Interest Term, you could lose more due to losses in subsequent Interest Terms, Surrender Charges, a negative Interest Adjustment, a negative Equity Adjustment, and federal income tax penalties.

The Indexed Interest Cap and Indexed Interest Participation Rate are used in determining the level of upside potential provided by the Risk Control Account. Each Risk Control Account will have either an Indexed Interest Cap or an Indexed Interest Participation Rate. The Indexed Interest Cap represents the maximum gain for an Interest Term that will be used in determining the Adjusted Index Return for the Risk Control Account. The Indexed Interest Participation Rate is a percentage that is multiplied by the Index Return for the Interest Term to determine the Adjusted Index Return for the Risk Control Account. The Indexed Interest Cap and Indexed Interest Participation Rate will not change for the duration of the Interest Term. We may declare a new Indexed Interest Cap and Indexed Interest Participation Rate for each subsequent Interest Term and will notify you of the new Indexed Interest Cap or Indexed Interest Participation Rate two weeks in advance of the start of an Interest Term.

We hold reserves in the Risk Control Separate Account for amounts allocated to the Risk Control Accounts in support of the guarantees associated with the Indexed Interest Floor, Indexed Interest Buffer, Indexed Interest Cap, and Indexed Interest Participation Rate. Your Risk Control Account Value reflects, in part, the performance of the reference Index, subject to the Equity Adjustment and applicable Crediting Strategy. When funds are withdrawn from a Risk Control Account prior to the end of the Interest Term for a surrender, partial withdrawal, annuitization or payment of the Death Benefit, index interest is calculated up to the date of withdrawal through the Equity Adjustment as described below.

The performance of the S&P 500 Index associated with the Risk Control Accounts does not include dividends paid on the stocks comprising the Index, and therefore, the performance of the Index does not reflect the full performance of those underlying securities. The performance of the Barclays Risk Balanced Index reflects dividends reinvested. The Index Return is the percentage change in the Index from the beginning of the Interest Term to the end of the Interest Term. Because index interest is calculated on a single point in time you may experience negative or flat performance even though the Index experienced gains through some, or most, of the Interest Term.

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Setting the Crediting Strategies

We consider various factors in determining the Crediting Strategies and associated rates, including investment returns, the costs of our risk management techniques, sales commissions, administrative expenses, regulatory and tax requirements, general economic trends, and competitive factors. We determine the rates for the Indexed Interest Cap, Indexed Interest Participation Rate, Indexed Interest Floor, and Indexed Interest Buffer at our sole discretion.

We set the Indexed Interest Cap and Indexed Interest Participation Rate at the start of each Interest Term and guarantee them for the duration of the Interest Term. We will forward advance written notice to Owners of any change in the Indexed Interest Cap and Indexed Interest Participation Rate for the subsequent Interest Term at least two weeks prior to start of the Interest Term. This notice will describe the Owner’s right to transfer Contract Value between available Allocation Options. The Indexed Interest Cap will always be positive and will be subject to a guaranteed minimum of 1%. The Indexed Interest Participation Rate will always be positive and will be subject to a guaranteed minimum of 10%.

Addition or Substitution of an Index

There is no guarantee that the Index will be available during the entire time you own your Contract. If: (i) the Index is discontinued, or (ii) the calculation of that Index is materially changed, we may substitute a suitable Index that will be used for the remainder of the Interest Term. We reserve the right to add or substitute the Index. If we substitute an Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the interest credited to the Risk Control Account and the interest you earn under the Contract. We will not substitute an Index until that Index has been approved by the insurance department in your state.

In the unlikely event that we substitute the Index, we will attempt to add a suitable alternative index that is substantially similar to the Index being replaced on the same day that we remove the Index. If a change in an Index is made during an Interest Term, Index interest will be calculated from the start of the Interest Term until the date that the Index ceased to be available and that index interest will be added to or subtracted from the index interest calculated for the substitute Index from the date of substitution until the end of the Interest Term. If we are unable to substitute a new Index at the same time an Index ceases to be available there may be a brief interval between the date on which we remove the Index and add a suitable alternative index as a replacement. In this situation, your Contract Value will continue to be allocated to the Risk Control Accounts. However, any credit to your Contract Value for that Interest Term will not reflect changes in the value of the Index or the replacement index during that interim period. If you take a partial withdrawal, surrender, annuitize, or request a Death Benefit during the interim period, we will apply index interest to your Contract Value allocated to a Risk Control Accounts based on the percentage change in the Index from the beginning of the Interest Term to the date on which the Index became unavailable under the Contract.

Please note that we may add or substitute an Index associated with the Risk Control Accounts by sending you written notice at your last known address stating the effective date on which the Index will be added or substituted. We will send you the notice in your annual report unless earlier written notice is necessary.

CONTRACT VALUE

On the Contract Issue Date, your Contract Value equals the Purchase Payment. After the Contract Issue Date, during the Accumulation Period, your Contract Value is equal to the sum of the account value in all Allocation Options, including the Declared Rate Account Value and the Risk Control Account Value(s). The calculation of account value varies by Allocation Option as described below.

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Declared Rate Account Value

The Declared Rate Account Value on any Business Day is equal to:

a.) The amount applied to the Declared Rate Account at the start of the current Interest Term; less

b.) Any withdrawals (including any Surrender Charge and Interest Adjustment); plus

c.) The interest earned.

The Equity Adjustment does not apply to Contract Value in the Declared Rate Account.

Risk Control Account Value

Your Contract Value allocated to the Risk Control Accounts for any Valuation Period is equal to the sum of your Risk Control Account Value in each Risk Control Account. The Risk Control Account Value varies based on the Business Day it is calculated:

● On the first Business Day of an Interest Term, the Risk Control Account Value is equal to the Crediting Base.

● On the last Business Day of an Interest Term the Risk Control Account Value is equal to the Crediting Base multiplied by the sum of one plus the Adjusted Index Return.

● On every other Business Day, the Risk Control Account Value is equal to the Crediting Base plus the Equity Adjustment.

Crediting Base. The Crediting Base is equal to the amount allocated to a Risk Control Account at the start of the Interest Term, reduced proportionally for any withdrawals.

A withdrawal will proportionally reduce the Crediting Base by the ratio of the withdrawal to the Risk Control Account Value immediately prior to the withdrawal. Withdrawals include any applicable Surrender Charge and Interest Adjustment. A proportional reduction to the Crediting Base could be larger than the amount of the withdrawal.

● If the Risk Control Account Value immediately prior to the withdrawal is greater than the Crediting Base, the reduction to the Crediting Base will be less than the amount of the withdrawal.

● If the Risk Control Account Value immediately prior to the withdrawal is less than the Crediting Base, the reduction to the Crediting Base will be greater than the amount of the withdrawal.

The following formulas are used for this calculation:

● Withdrawal as a percentage of Risk Control Account Value = Withdrawal / (Risk Control Account Value Immediately Prior to Withdrawal), where “Withdrawal” includes any applicable Surrender Charge and Interest Adjustment

● Reduction in Crediting Base = (Crediting Base Before Withdrawal) x (Withdrawal as a Percentage of Risk Control Account Value)

● Crediting Base After Withdrawal = (Crediting Base Before Withdrawal) – (Reduction in Crediting Base)

The Crediting Base is not used for the Declared Rate Account.

Examples of Crediting Base After a Withdrawal

Note, the “withdrawal” includes any applicable Surrender Charge and Interest Adjustment. The Equity Adjustment is reflected in the Risk Control Account Value.

Example 1. Risk Control Account Value immediately prior to the withdrawal is greater than the Crediting Base.

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Assume the following:

● Crediting Base Before Withdrawal = $100,000

● Withdrawal = $20,000

● Risk Control Account Value at time of Withdrawal = $115,000

Step 1: Calculate the withdrawal as a percentage of Risk Control Account Value

● Withdrawal as a percentage of Risk Control Account Value = Withdrawal / (Risk Control Account Value Immediately Prior to Withdrawal)

● Withdrawal as a percentage of Risk Control Account Value = $20,000 / $115,000 = 0.173913

Step 2: Calculate the reduction in the Crediting Base

● Reduction in Crediting Base = (Crediting Base Before Withdrawal) x (Withdrawal as a Percentage of Risk Control Account Value)

● Reduction in Crediting Base = $100,000 x 0.173913 = $17,391.30

Step 3: Calculate the Crediting Base after withdrawal

● Crediting Base after withdrawal = (Crediting Base Before Withdrawal) – (Reduction in Crediting Base)

● Crediting Base after withdrawal = $100,000 - $17,391.30 = $82,608.70

In this example, because the Risk Control Account Value immediately prior to the withdrawal is greater than the Crediting Base, the reduction to the Crediting Base ($17,391.30) is less than the amount of the withdrawal ($20,000).

Example 2. Risk Control Account Value immediately prior to the withdrawal is less than the Crediting Base.

Assume the following:

● Crediting Base Before Withdrawal = $100,000

● Withdrawal = $20,000

● Risk Control Account Value at time of Withdrawal = $80,000

Step 1: Calculate the withdrawal as a percentage of Risk Control Account Value

● Withdrawal as a percentage of Risk Control Account Value = Withdrawal / (Risk Control Account Value Immediately Prior to Withdrawal)

● Withdrawal as a percentage of Risk Control Account Value = $20,000 / $80,000 = 0.25

Step 2: Calculate the reduction in the Crediting Base

● Reduction in Crediting Base = (Crediting Base Before Withdrawal) x (Withdrawal as a Percentage of Risk Control Account Value)

● Reduction in Crediting Base = $100,000 x 0.25 = $25,000

Step 3: Calculate the Crediting Base after withdrawal

● Crediting Base after withdrawal = (Crediting Base Before Withdrawal) – (Reduction in Crediting Base)

● Crediting Base after withdrawal = $100,000 - $25,000 = $75,000

In this example, because the Risk Control Account Value immediately prior to the withdrawal is less than the Crediting Base, the reduction to the Crediting Base ($25,000) is greater than the amount of the withdrawal ($20,000). This illustrates that the Crediting Base calculation may result in a reduction in the Crediting Base that is significantly larger than the withdrawal amount.

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Risk Control Account Value on the Last Business Day of An Interest Term

On the last Business Day of an Interest Term the Risk Control Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return.

Index Return. The Index Return and Adjusted Index Return are calculated to determine the interest credited to a Risk Control Account. The Index Return and Adjusted Index Return are calculated separately for each Risk Control Account.

The Index Return is the percentage change in the index from the beginning of the Interest Term to the end of the Interest Term. The Index Return is calculated using the following formula:

Index Return = A / B – 1 where,

A = Index Value on the last day of the Interest Term

B = Index Value on the first day of the Interest Term

If the first or last day of the Interest Term does not fall on a Business Day, the Index Value for the next Business Day will be used.

Adjusted Index Return. The Adjusted Index Return is the Index Return for the current Interest Term adjusted for the Crediting Strategy. The calculation of the Adjusted Index Return varies based on the Crediting Strategy:

The Adjusted Index Return for the Indexed Interest Floor and Indexed Interest Cap Crediting Strategy is calculated as follows:

● If the Index Return is positive or zero, the Adjusted Index Return equals the lessor of the Index Return or the Indexed Interest Cap.

● If the Index Return is negative, the Adjusted Index Return equals the greater of the Index Return or the Indexed Interest Floor.

Examples: Assume the Indexed Interest Floor is -10.00% and the Indexed Interest Cap is 10.00%.

● If the Index Return is 6.00%, because the Index Return is positive, the Adjusted Index Return equals the lessor of the Index Return or the Indexed Interest Cap:

o Lessor of 6.00% or 10.00% = 6.00%.

● If the Index Return is 16.00%, because the Index Return is positive, the Adjusted Index Return equals the lessor of the Index Return or the Indexed Interest Cap:

o Lessor of 16.00% or 10.00% = 10.00%.

● If the Index Return is -6.00%, because the Index Return is negative, the Adjusted Index Return is the greater of the Index Return or the Indexed Interest Floor:

o Greater of -6.00% or -10.00% = -6.00%.

● If the Index Return is -16.00%, because the Index Return is negative, the Adjusted Index Return is the greater of the Index Return or the Indexed Interest Floor:

o Greater of -16.00% or -10.00% = -10.00%.

The Adjusted Index Return for the Indexed Interest Buffer and Indexed Interest Participation Rate Crediting Strategy is calculated as follows:

● If the Index Return is positive, the Adjusted Index Return equals the Index Return multiplied by the Indexed Interest Participation Rate.

● If the Index Return is between zero and the Indexed Interest Buffer, the Adjusted Index Return equals zero.

● If the Index Return is less than the Indexed Interest Buffer, the Adjusted Index Return equals the Index Return minus the Indexed Interest Buffer.

Examples: Assume the Indexed Interest Buffer is -10.00% and the Indexed Interest Participation Rate is 125%.

● If the Index Return is 6.00%, because the Index Return is positive, the Adjusted Index Return equals the Index Return multiplied by the Indexed Interest Participation Rate:

o 6.00% x 125% = 7.50%.

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● If the Index Return is -6.00%, because the Index Return is negative and between 0.00% and -10.00%, the Adjusted Index Return is zero:

o 0.00%.

● If the Index Return is -16.00%. Because the Index Return is negative and less than the Indexed Interest Buffer, the Adjusted Index Return equals the Index Return minus the Indexed Interest Buffer:

o -16.00% - (-10.00%) = -6.00%.

Examples of the Risk Control Account Value Calculation on the Last Business Day of an Interest Term. The following examples illustrate how investment performance of the reference Index is applied in crediting interest to the Risk Control Accounts. No withdrawals are assumed to occur under these examples and all values are determined on the last Business Day of an Interest Term. The examples illustrate hypothetical circumstances solely for the purpose of demonstrating Risk Control Account calculations and are not intended as estimates of future performance of the Index.

Example 1: This example illustrates how interest would be credited based on the return of the Index using an Indexed Interest Cap and Indexed Interest Floor Crediting Strategy. In this example, the Index Return is positive and greater than the Indexed Interest Cap.

Assume the following information:

As of the first day of the Interest Term

• Crediting Base: $100,000

• Index Value: 1000

• Indexed Interest Floor: -10.00%

• Indexed Interest Cap: 15.00%

As of the last day of the Interest Term:

• Closing Index Value: 1300

Step 1: Calculate the Index Return

Index Return equals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minus one. The Index Value on the last day of the Interest Term is 1300 and the Index Value on the first day of the Interest Term is 1000. Therefore, the Index Return is 1300 divided by 1000 minus 1 which equals 30% (1300 / 1000 – 1).

Step 2: Calculate the Adjusted Index Return

The Crediting Strategy is an Indexed Interest Floor and Indexed Interest Cap. Therefore, because the Index Return of 30% is positive, the Adjusted Index Return equals the lessor of the Index Return or the Indexed Interest Cap. The lessor of the Index Return of 30% and the Indexed Interest Cap of 15% is 15%.

Step 3: Calculate the Risk Control Account Value

The Risk Control Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000 multiplied by the sum of one plus 15% is $115,000 ($100,000 x (1 + 15%)). The Risk Control Account Value increased by $15,000 ($115,000 - $100,000).

Example 2: This example illustrates how interest would be credited based on the return of the Index using an Indexed Interest Cap and Indexed Interest Floor Crediting Strategy. In this example, the Index Return is negative.

Assume the following information:

As of the first day of the Interest Term

• Crediting Base: $100,000

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• Index Value: 1000

• Indexed Interest Floor: -10.00%

• Indexed Interest Cap: 15.00%

As of the last day of the Interest Term:

• Closing Index Value: 700

Step 1: Calculate the Index Return

Index Return equals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minus one. The Index Value on the last day of the Interest Term is 700 and the Index Value on the first day of the Interest Term is 1000. Therefore, the Index Return is 700 divided by 1000 minus 1 which equals -30% (700 / 1000 – 1).

Step 2: Calculate the Adjusted Index Return

The Crediting Strategy is an Indexed Interest Floor and Indexed Interest Cap. Therefore, because the Index Return of -30% is negative, the Adjusted Index Return equals the greater of the Index Return or the Indexed Interest Floor. The greater of the Index Return of -30% and the Indexed Interest Floor of -10% is -10%.

Step 3: Calculate the Risk Control Account Value

The Risk Control Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000 multiplied by the sum of one plus -10% is $90,000 ($100,000 x (1 + (-10%))). The Risk Control Account Value decreased by $10,000 ($90,000 - $100,000).

Example 3: This example illustrates how interest would be credited based on the return of the Index using an Indexed Interest Participation Rate and Indexed Interest Buffer Crediting Strategy. In this example, the Index Return is positive.

Assume the following information:

As of the first day of the Interest Term

• Crediting Base: $100,000

• Index Value: 1000

• Indexed Interest Buffer: -10.00%

• Indexed Interest Participation Rate: 115.00%

As of the last day of the Interest Term:

• Closing Index Value: 1300

Step 1: Calculate the Index Return

Index Return equals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minus one. The Index Value on the last day of the Interest Term is 1300 and the Index Value on the first day of the Interest Term is 1000. Therefore, the Index Return is 1300 divided by 1000 minus 1 which equals 30% (1300 / 1000 – 1).

Step 2: Calculate the Adjusted Index Return

The Crediting Strategy is an Indexed Interest Buffer and Indexed Interest Participation Rate. Therefore, because the Index Return of 30% is positive, the Adjusted Index Return equals the Index Return multiplied by the Indexed Interest Participation Rate. The Index Return of 30% multiplied by the Indexed Interest Participation Rate of 115% equals 34.5% (30% x 115%).

Step 3: Calculate the Risk Control Account Value

The Risk Control Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000 multiplied by the sum of one plus 34.5% is $134,500 ($100,000 x (1 + 34.5%)). The Risk Control Account Value increased by $34,500 ($134,500 - $100,000).

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Example 4: This example illustrates how interest would be credited based on the return of the Index using an Indexed Interest Participation Rate and Indexed Interest Buffer Crediting Strategy. In this example, the Index Return is between zero and the Indexed Interest Buffer.

Assume the following information:

As of the first day of the Interest Term

• Crediting Base: $100,000

• Index Value: 1000

• Indexed Interest Buffer: -10.00%

• Indexed Interest Participation Rate: 115.00%

As of the last day of the Interest Term:

• Closing Index Value: 950

Step 1: Calculate the Index Return

Index Return equals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minus one. The Index Value on the last day of the Interest Term is 950 and the Index Value on the first day of the Interest Term is 1000. Therefore, the Index Return is 950 divided by 1000 minus 1 which equals -5% (950 / 1000 – 1).

Step 2: Calculate the Adjusted Index Return

The Crediting Strategy is an Indexed Interest Buffer and Indexed Interest Participation Rate. Therefore, because the Index Return of -5% is between zero and the Indexed Interest Buffer, the Adjusted Index Return equals zero (0%).

Step 3: Calculate the Risk Control Account Value

The Risk Control Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000 multiplied by the sum of one plus 0% is $100,000 ($100,000 x (1 + 0%)). The Risk Control Account Value did not change ($100,000 - $100,000).

Example 5: This example illustrates how interest would be credited based on the return of the Index using an Indexed Interest Participation Rate and Indexed Interest Buffer Crediting Strategy. In this example, the Index Return is less than the Indexed Interest Buffer.

Assume the following information:

As of the first day of the Interest Term

• Crediting Base: $100,000

• Index Value: 1000

• Indexed Interest Buffer: -10.00%

• Indexed Interest Participation Rate: 115.00%

As of the last day of the Interest Term:

• Closing Index Value: 700

Step 1: Calculate the Index Return

Index Return equals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minus one. The Index Value on the last day of the Interest Term is 700 and the Index Value on the first day of the Interest Term is 1000. Therefore, the Index Return is 700 divided by 1000 minus 1 which equals -30% (700 / 1000 – 1).

Step 2: Calculate the Adjusted Index Return

The Crediting Strategy is an Indexed Interest Buffer and Indexed Interest Participation Rate. Therefore, because the Index Return of -30% is less than the Indexed Interest Buffer, the Adjusted Index Return equals the Index Return minus the Indexed Interest Buffer. The Index Return of -30% minus the Indexed Interest Buffer of -10% is -20% (-30% - (-10%)).

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Step 3: Calculate the Risk Control Account Value

The Risk Control Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000 multiplied by the sum of one plus -20% is $80,000 ($100,000 x (1 + (-20%))). The Risk Control Account Value decreased by $20,000 ($80,000 - $100,000).

Risk Control Account Value on any Business Day other than the First or Last Business Day of an Interest Term

On every Business Day other than the first or last Business Day of an Interest Term, the Risk Control Account Value equals the Crediting Base plus the Equity Adjustment.

Equity Adjustment. The Equity Adjustment reflects the value of hypothetical derivative instruments that hedge market risks associated with the Risk Control Accounts. The value is represented by the difference between the value of the hypothetical derivative instruments on a given date before the end of the Interest Term and the value of the hypothetical derivative instruments at the start of the Interest Term, adjusted for the time elapsed in the Interest Term. The Equity Adjustment calculation uses the Black Scholes or Black’s model to value the hypothetical derivatives.

The Equity Adjustment may be negative even when the Index Return is positive, or may be positive even when the Index Return is negative. This is primarily due to market inputs for volatility, interest rates, and dividends as well as the amortized option cost, and trading costs.

The Equity Adjustment is calculated separately for each Risk Control Account and varies based on the Crediting Strategy. The Equity Adjustment is not applied to Contract Value in the Declared Rate Account. The Equity Adjustment is calculated as of the end of each Business Day, except the first and last Business Day of an Interest Term.

The hypothetical derivatives include calls and puts. The current value of the hypothetical call options reflects the potential for increases in the reference Index during the Interest Term. The current value of the hypothetical put options reflects the potential for decreases in the reference Index during the Interest Term. Specifically,

● For Risk Control Accounts with an Indexed Interest Cap, the current value of the hypothetical long call and short call reflects the potential for increases in the reference Index during the Interest Term up to the Indexed Interest Cap.

● For Risk Control Accounts with an Indexed Interest Participation Rate, the current value of the hypothetical long call multiplied by the Indexed Interest Participation Rate reflects the potential for increases in the reference Index during the Interest Term.

● For Risk Control Accounts with an Indexed Interest Floor, the current value of the hypothetical short put and long put reflects the potential for decrease in the reference Index during the Interest Term up to the Indexed Interest Floor.

● For Risk Control Accounts with an Indexed Interest Buffer, the current value of the hypothetical short put reflects the potential for decreases in the reference Index during the Interest Term in excess of the Indexed Interest Buffer.

The Equity Adjustment for a Risk Control Account is calculated as A x (B - C - D), where:

A = Crediting Base

B = Hypothetical option value

C = Amortized option cost

D = Trading costs

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● Hypothetical option value is the hypothetical option value as of the current Business Day.

● Amortized option cost is the hypothetical option value as of the start of the Interest Term, adjusted for the time elapsed in the Interest Term. To adjust for the time elapsed in the Interest Term, the hypothetical option value as of the start of the Interest Term is multiplied by the number of days remaining in the Interest Term divided by the total number of days in the Interest Term.

● Trading costs represent the additional cost of selling the hypothetical options. The trading cost may change for new contracts but is currently 0.15% of the Crediting Base.

For examples of how we calculate the Equity Adjustment, see “Appendix A” to this Prospectus.

Hypothetical Option Value

The hypothetical option value for the Indexed Interest Floor and Indexed Interest Cap Crediting Strategy is calculated as long call – short call – short put + long put.

The hypothetical option value for the Indexed Interest Buffer and Indexed Interest Participation Rate Crediting Strategy is calculated as (Indexed Interest Participation Rate x long call) – short put.

The following inputs are used to calculate the hypothetical call and put option values under a Black-Scholes pricing model. The implied volatility, divided rate, and risk-free rate are obtained from independent third parties.

Strike Price of the Option. The strike price varies for each derivative instrument. The strike price for each derivative instrument is described below.

● Long call:

o Index Value as of the start of the Interest Term

● Short put:

o Indexed Interest Floor Crediting Strategy: Index Value as of the start of the Interest Term

o Indexed Interest Buffer Crediting Strategy: (Index Value at start of the Interest Term) x (1 + Indexed Interest Buffer)

● Long put (Indexed Interest Floor Crediting Strategy only):

o (Index Value at start of the Interest Term) x (1 + Indexed Interest Floor)

● Short call (Indexed Interest Cap Crediting Strategy only)

o (Index Value as of the start of the Interest Term) x (1 + Indexed Interest Cap)

The value of the call or put option is measured as a percentage of the Crediting Base.

Time Remaining. Represents the portion of the Interest Term remaining. It is measured as the number of whole and partial years remaining in the Interest Term.

Strike Ratio. The Strike Price of the Option divided by the closing value for the associated index as of the current Business Day.

Implied Volatility. The implied volatility is approximated using observed option prices. Linear interpolation is used between implied volatilities for similar options with the closest available time remaining and Strike Ratio.

Dividend Rate of the Index for the Remaining Term of the Option. The dividend rate for the time remaining using linearly interpolated rates or implied from market data.

Risk-Free Interest Rate for the Remaining Term of the Option. The risk-free rate is a benchmark rate used for the U.S. financial services industry in valuing financial instruments, with a maturity equal to the time remaining in the Interest Term. If there is no corresponding length, linear interpolation is used using rates with the closest remaining term.

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Interest Adjustment

The Interest Adjustment reflects the change in value of the investments that support the guarantees under this Contract upon withdrawal during the Allocation Option Period. A withdrawal, including a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value applied to an Income Payout Option, may be adjusted (increased or decreased) for the Interest Adjustment. The Interest Adjustment is calculated separately for each Allocation Option.

On any given Business Day, the Interest Adjustment is calculated by multiplying the amount withdrawn by the sum of the Interest Adjustment factor (IAF) minus one (i.e. IAF – 1), where IAF is equal to the following formula:

IAF = ((1 + I + K)/(1 + J + L))^N, where

I = The Constant Maturity Treasury rate as of the Allocation Option Start Date for a maturity consistent with the Allocation Option Period.

J = The Constant Maturity Treasury rate as of the date of withdrawal for a maturity consistent with the remaining number of years (whole and partial) in the Allocation Option Period.

K = The ICE BofA 1-10 Year US Corporate Constrained Index as of the Allocation Option Start Date.

L = The ICE BofA 1-10 Year US Corporate Constrained Index as of the date of withdrawal.

N = The number of years (whole and partial) from the date of withdrawal until the Allocation Option Maturity Date.

We determine “I” based on the Allocation Option Period. For example, for an Allocation Option Period of six years, “I” corresponds to the 6-year Constant Maturity Treasury rate on the Allocation Option Start Date. We determine “J” when you take a withdrawal. For example, for an Allocation Option Period of six years, if you surrender the Contract two years into the Allocation Option Period, “J” would correspond to the Constant Maturity Treasury rate consistent with the time remaining in the Allocation Option Period of four years (4 = 6 - 2). For “I” and “J” where there is no Constant Maturity Treasury rate declared, we will use linear interpolation of the Constant Maturity Rates Index with maturities closest to “I” and “J” to determine “I” and “J”.

The value of “K” and “L” on any Business Day will be equal to the closing value of the I ICE BofA 1-10 Year US Corporate Constrained Index on the previous Business Day.

The Interest Adjustment applies during every Allocation Option Period, even after the Surrender Charge Period. This means it applies for the initial 6-year Allocation Option Period, is zero on the Allocation Option Maturity Date, and restarts for any subsequent 6-Year Allocation Option Period.

If the publication of any component of the Interest Adjustment indices is discontinued or if the calculation of the Interest Adjustment indices is changed substantially, we may substitute a new index for the discontinued or substantially changed index, subject to approval by the insurance department in your state. Before we substitute an Interest Adjustment index, we will notify you in writing of the substitution.

For examples of how we calculate Interest Adjustments, see “Appendix B” to this Prospectus.

IMPORTANT: The Interest Adjustment will either increase or decrease the amount you receive from a partial withdrawal, a full surrender of the contract, the Death Benefit, or the Contract Value applied to an Income Payout Option. You may lose a portion of your principal and previously credited interest due to the Interest Adjustment regardless of the Allocation Options to which you allocated Contract Value. You directly bear the investment risk associated with an Interest Adjustment. You should carefully consider your income needs before purchasing the Contract.

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Purpose of the Interest Adjustment. The Company purchases assets that support the guarantees under this Contract. When a withdrawal is made from the Contract, the Company may liquidate assets to fund the withdrawal. These assets may be sold at a premium or a discount depending on current market conditions. The Interest Adjustment approximates this change in value of the investments. Therefore, it can be positive if the assets are sold at a premium or negative if the assets are sold at a discount.

The Interest Adjustment reflects, in part, the difference in yield of the Constant Maturity Treasury rate for a period consistent with the Allocation Option Period beginning on the Allocation Option Start Date and the yield of the Constant Maturity Treasury rate for a period starting on the date of withdrawal. The Constant Maturity Treasury rate is a rate representing the average yield of various Treasury securities. The calculation also reflects in part the difference between the effective yield of the ICE BofA 1-10 Year US Corporate Constrained Index, Asset Swap Spread (the “ICE BofA Index”), a rate representative of investment grade corporate debt credit spreads in the U.S., on the Allocation Option Start Date and the effective yield of the ICE BofA Index at the time of withdrawal. The greater the difference in those yields, respectively, the greater the effect the Interest Adjustment will have.

If the combination of the Constant Maturity Treasury rate and ICE BofA Index has increased at the time of withdrawal over their levels at the Allocation Option Start Date, the Interest Adjustment will be negative and will decrease the Surrender Value, amount you receive from a partial withdrawal, amount you receive as the Death Benefit, or the Contract Value applied to an Income Payout Option by the amount of the Interest Adjustment. Similarly, if the combination of the Constant Maturity Treasury rate and ICE BofA Index has decreased at the time of surrender or partial withdrawal over their levels at the Allocation Option Start Date, the Interest Adjustment will be positive and will increase the Surrender Value, amount you receive from a partial withdrawal, amount you receive as the Death Benefit, or the Contract Value applied to an Income Payout Option by the amount of the Interest Adjustment.

The Company uses both the Constant Maturity Treasury rate and ICE BofA Index in determining any Interest Adjustment since together both indices represent a broad mix of investments whose values may be affected by changes in market interest rates. The Interest Adjustment helps us offset our costs and risks of owning fixed income investments and other investments we use to back the guarantees under your Contract from the Allocation Option Start Date to the time of a surrender, partial withdrawal, Death Benefit, or allocation to an Income Payout Option.

SURRENDER VALUE

You have the right to surrender this Contract at any time during the Accumulation Period by Authorized Request. If you surrender the Contract, you will be paid the Surrender Value, as of the Business Day we received your Authorized Request in Good Order. We may require that the Contract be returned to our Administrative Office prior to making payment of the Surrender Value.

The Surrender Value is equal to:

a) Your Contract Value at the end of the Valuation Period in which we receive your Authorized Request, including any applicable Equity Adjustment; minus

b) Any applicable Surrender Charge; adjusted for

c) Any applicable Interest Adjustment.

Upon payment of the Surrender Value, this contract is terminated, and we have no further obligation under this contract. The Surrender Value will not be less than the amount required by state law in which the contract was delivered. We will pay you the amount you request in connection with a full surrender by withdrawing Contract Value in the Declared Rate Account and the Risk Control Accounts.

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ACCESS TO YOUR MONEY

Partial Withdrawals

All withdrawals will proportionally reduce the Death Benefit by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal. This means the Death Benefit may decrease by more than the amount of the withdrawal, and that decrease could be significant. Partial withdrawals could terminate the Contract.

At any time during the Accumulation Period you may make partial withdrawals by Authorized Request in Good Order. The minimum partial withdrawal amount is $100. Unless you instruct us otherwise, withdrawals will be processed proportionally from the Contract Value in all Allocation Options. Any applicable Surrender Charge, Interest Adjustment, and Equity Adjustment will affect the amount available for a partial withdrawal. We will pay you the amount you request in connection with a partial withdrawal by reducing Contract Value in the Declared Rate Account or the appropriate Risk Control Accounts.

Partial withdrawals for less than $25,000 are permitted by telephone and in writing. The written consent of all Owners must be obtained before we will process the partial withdrawal. If an Authorized Request in Good Order is received by 4:00 P.M. Eastern Time, it will be processed that day. If an Authorized Request in Good Order is received after 4:00 P.M. Eastern Time, it will be processed on the next Business Day. If a partial withdrawal would cause your Surrender Value to be less than $2,000, we will treat your request for partial withdrawal as a request for full surrender of your Contract. Before processing the full surrender, we will attempt to contact you or your financial professional to provide the opportunity for you to take a lower amount to maintain a Surrender Value of at least $2,000. If we are unable to contact you within one Business Day after receiving your request, we will process the full surrender.

Partial withdrawals may be subject to Surrender Charges and an Interest Adjustment and may include an Equity Adjustment. See “Fees and Expenses”, “Equity Adjustment” and “Interest Adjustment.” Partial withdrawals may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult your tax adviser before taking a partial withdrawal. See “Federal Income Tax Matters.”

Annual Free Withdrawal Amount. Your Annual Free Withdrawal Amount is the amount that can be withdrawn without incurring a Surrender Charge in a Contract Year. The Annual Free Withdrawal Amount in the first Contract Year is 10% of the Purchase Payment less any withdrawal taken in that Contract Year. The Annual Free Withdrawal Amount in subsequent Contract Years is equal to 10% of the Contract Value as of the last Contract Anniversary less any withdrawals taken in the current Contract Year. Any unused Annual Free Withdrawal Amount will not carry over to the next Contract Year. Partial annuitization will count toward the Annual Free Withdrawal Amount.

The Annual Free Withdrawal Amount is subtracted from surrenders for purposes of calculating the Surrender Charge.

Systematic Withdrawals. Reoccurring withdrawals are referred to as systematic withdrawals. If elected at the time of the application or requested at any other time by Authorized Request in Good Order, you may elect to receive periodic partial withdrawals under our systematic withdrawal plan. Under the systematic withdrawal plan, we will make partial withdrawals (on a monthly, quarterly, semi-annual, or annual basis), as specified by you. Systematic withdrawals must be at least $100 each. Generally, you must be at least age 59½ to participate in the systematic withdrawal plan. Systematic withdrawals may be requested on the following basis:

● Total systematic withdrawals for the calendar year equal to your annual Required Minimum Distribution; or

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● As a specified dollar amount

Unless you instruct us otherwise, systematic withdrawals will be taken proportionally from the Contract Value in each Allocation Option.

Participation in the systematic withdrawal plan will terminate on the earliest of the following events:

● The Surrender Value falls below the minimum required value of $2,000;

● The contract is surrendered;

● You request by Authorized Request in Good Order that your participation in the plan cease; or

● The Income Payout Date is reached.

No Surrender Charge will be deducted for Required Minimum Distribution systematic withdrawals. All other systematic withdrawals in excess of the Annual Free Withdrawal Amount will be subject to Surrender Charge. An Equity Adjustment and Interest Adjustment may apply to all systematic withdrawals, including Required Minimum Distributions.

Like all withdrawals, systematic withdrawals will reduce the Death Benefit on a proportional basis, perhaps by more than the amount of the withdrawal.

There are federal income tax consequences to partial withdrawals through the systematic withdrawal plan and you should consult with your tax adviser before electing to participate in the plan. We may discontinue offering the systematic withdrawal plan at any time.

Waiver of Surrender Charges. The following amounts may be withdrawn without incurring a Surrender Charge:

a) The Annual Free Withdrawal Amount;

b) Required Minimum Distributions that are withdrawn under the systematic withdrawal plan provided by us;

c) Death Benefit proceeds;

d) Withdrawals on an Allocation Option Maturity Date;

e) Withdrawals under the Nursing Home or Hospital or Terminal Illness waiver, as described below;

f) Amounts withdrawn after the Surrender Charge period; and

g) Amounts applied to an Income Payout Option.

Nursing Home or Hospital or Terminal Illness Waiver. We will waive the Surrender Charge in the case of a partial withdrawal or surrender where the Owner or Annuitant qualifies for the Nursing Home or Hospital or Terminal Illness waiver. Before granting the waiver, we may request a second opinion or examination of the Owner or Annuitant by one of our examiners. We will bear the cost of such second opinion or examination. If there is a conflicting opinion between physicians, the Company’s physician will rule. Each waiver may be exercised only one time.

● Nursing Home or Hospital Waiver. We will not deduct a Surrender Charge in the case of a partial withdrawal or surrender where any Owner or Annuitant is confined to a licensed Nursing Home or Hospital and has been confined to such Nursing Home or Hospital for at least 180 consecutive days after the latter of the Contract Issue Date or the date of change of the Owner or Annuitant. We require verification of confinement to the Nursing Home or Hospital, and such verification must be signed by the administrator of the facility.

● Terminal Illness Waiver. We will not deduct a Surrender Charge in the case of a partial withdrawal or surrender where any Owner or Annuitant has a life expectancy of 12 months or less due to illness or accident. As proof, we require a determination of the Terminal Illness. Such determination must be signed by the licensed physician making the determination after the latter of Contract Issue Date or the date of change of the Owner or Annuitant. The physician may not be a member of your or the Annuitant’s immediate family.

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An Authorized Request is required to exercise this privilege. Proof must be provided at the time of your request for partial withdrawal or full surrender under this privilege. If we deny your claim, the surrender or partial withdrawal proceeds will not be disbursed until you are notified of the denial and provided with the opportunity to accept or reject the proceeds, which will be reduced by any Surrender Charges.

The laws of your state may limit the availability of the Surrender Charge waivers and may also change certain terms and/or benefits under the waivers. You should consult Appendix C to this Prospectus for further details on these variations. Even if you do not pay a Surrender Charge because of the waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult a tax adviser to determine the effect of a partial withdrawal on your taxes.

Surrenders

You may surrender your Contract for the Surrender Value at any time during the Accumulation Period by Authorized Request. If an Authorized Request in Good Order is received before 4:00 P.M. Eastern Time on a Business Day, it will be processed that day. If an Authorized Request in Good Order is received at or after 4:00 P.M. Eastern Time on a Business Day or on a non-Business Day, it will be processed on the next Business Day.

To surrender your Contract, you must make an Authorized Request in Good Order to our Administrative Office. The consent of all Owners must be obtained before the Contract is surrendered.

Surrender Charges and an Interest Adjustment may apply to your Contract surrender. A surrender may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult a tax adviser before requesting a surrender. See “Federal Income Tax Matters.”

Partial Withdrawal and Surrender Restrictions

Your right to make partial withdrawals and surrender the Contract is subject to any restrictions imposed by any applicable law or employee benefit plan.

Right to Defer Payments

We reserve the right to postpone payment for up to six months after we receive your Authorized Request in Good Order, subject to obtaining prior written approval by the state insurance commissioner if required by the law of the state in which we issued the Contract. In the event we postpone payment, we will pay interest on the proceeds if required by state law, calculated at the effective annual rate and for the time period required under state law.

DEATH BENEFIT

Death of the Owner during the Accumulation Period

If the Owner dies during the Accumulation Period (if there are joint Owners, the Death Benefit will become payable after the first joint Owner dies), a Death Benefit will become payable to the Beneficiary. We will pay the Death Benefit after we receive the following at our Administrative Office in a form and manner satisfactory to us:

● Proof of Death of the Owner while the Contract is in force;

● Our claim form from each Beneficiary, properly completed; and

● Any other documents we require.

If the Owner dies during the Accumulation Period, the Beneficiary is entitled to a Death Benefit. If there is a Joint Owner, the Death Benefit will be available when the first Joint Owner dies.

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If there is a surviving Owner and that Owner is the Spouse of the deceased, the surviving Spouse will be treated as the sole primary Beneficiary, and any other designated Beneficiary will be treated as a contingent Beneficiary.

The following Death Benefit options are available:

Option A: If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the Contract as the new Owner. This benefit may only be exercised one time. An individual who does not meet the definition of Spouse may not be able to continue the Contract for that person’s lifetime. That individual must receive the proceeds of the Contract and any attached endorsements or riders within the time period specified in section 72(s) of the IRC.

Option B: If the Beneficiary is a natural person, the Death Benefit proceeds will be applied in accordance with section 72(s) of the IRC under one of the Income Payout Options. The income payments must be made for the Beneficiary’s life or a period not extending beyond the Beneficiary’s life expectancy. Payments must commence within one year of the date of the Owner’s death.

Option C: A Beneficiary may receive the Death Benefit proceeds in a single lump sum at any time within five years of the Owner’s death.

Unless option A is elected or payments under Option B commence within one year of the date of the Owner’s Death the entire interest in the Contract will be paid under Option C.

If there are multiple Beneficiaries, each Beneficiary will be able to elect to receive his or her share of the benefits under either Option B or Option C. If a Beneficiary does not make such an election, their share of the Death Benefit proceeds will be paid under Option C. Until payment of the Death Benefit proceeds, the proceeds remain in the Contract. Death Benefit proceeds will be distributed 5 years from the Owner’s death or earlier if requested by the Beneficiary. Interest, if any, will be paid on the Death Benefit proceeds under Option C as required by applicable state law. Other minimum distribution rules apply to Qualified Contracts.

Death of the Annuitant during the Accumulation Period

If an Annuitant who is not an Owner dies during the Accumulation Period and there is a surviving Owner who is a natural person, the following will occur:

● If there is a surviving Joint Annuitant, the surviving Joint Annuitant will become the Annuitant.

● If there is no Joint Annuitant, the Owner(s) will become the Annuitant(s).

If an Annuitant dies during the Accumulation Period and the Owner is not a natural person, the following will occur:

● The death of any Annuitant will be treated as the death of the Owner and Death Proceeds must be distributed in accordance with Death Benefit Options B or C.

● Unless payments under option B commence within one year of the date of death, the entire interest in the Contract will be paid in accordance with Death Benefit Option C.

Payment of Death Benefit Proceeds

The Death Benefit proceeds are payable upon our receipt of Proof of Death of the Owner (or Annuitant’s death if the Owner is a non-natural person), and proof of each Beneficiary’s interest, which includes the required documentation and proper instructions from each Beneficiary. If we receive Proof of Death before 4:00 P.M. Eastern Time, we will determine the amount of the Death Benefit as of that day. If we receive Proof of Death at or after 4:00 P.M. Eastern Time, we will determine the amount of the Death Benefit as of the next Business Day. The Death Benefit proceeds will be paid within 7 days after our receipt of Proof of Death and proof of each Beneficiary’s interest.

So far as permitted by law, the Death Benefit proceeds will not be subject to any claim of the Beneficiary's creditors.

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The Death Benefit terminates on the earlier of the termination of the Contract, payment of the Death Benefit proceeds, or when the entire Contract is applied to an Income Payout Option.

Death Benefit Proceeds Amount

The amount that will be paid as Death Benefit proceeds during the Accumulation Period is equal to the greater of:

a) The current Contract Value on the date Death Benefit proceeds are payable, including any applicable Equity Adjustment and Interest Adjustment; or

b) The Purchase Payment adjusted for withdrawals.

Withdrawals will proportionally reduce the Purchase Payment by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal, which can result in decreasing the Death Benefit by more than the amount of the withdrawal and that decrease can be significant. Withdrawals include deductions for any applicable Surrender Charge and Interest Adjustment.

Examples of Death Benefit after a Withdrawal:

Example 1. This example assumes the Contract Value is greater than the Purchase Payment at the time of the withdrawal.

Assume the following information:

• Purchase Payment = $100,000

• Withdrawal (including Surrender Charge and Interest Adjustment) = $20,000; no other withdrawals have been taken

• Contract Value at the time of withdrawal, including Equity Adjustments = $115,000

Step 1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:

• Death Benefit payable immediately prior to the withdrawal = The greater of the Purchase Payment and Contract Value

• Death Benefit payable immediately prior to the withdrawal = The greater of $100,000 and $115,000 = $115,000

Step 2: Calculate ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:

• Ratio = Withdrawal / (Contract Value immediately prior to the withdrawal)

• Ratio = $20,000 / $115,000 = 0.173913

Step 3: Calculate reduction to Purchase Payment:

• Reduction to Purchase Payment = Ratio x (Purchase Payment prior to withdrawal)

• Reduction to Purchase Payment = 0.173913 x $100,000 = $17,391.30

Step 4: Calculate Purchase Payment adjusted for withdrawals:

• Purchase Payment adjusted for withdrawals = Purchase Payment prior to withdrawal – Reduction to Purchase Payment

• Purchase Payment adjusted for withdrawals = $100,000 – $17,391.30 = $82,608.70

Step 5: Calculate the Contract Value after the withdrawal:

• Contract Value immediately after the withdrawal = Contract Value at the time of the withdrawal – withdrawal

• Contract Value immediately after the withdrawal = $115,000 – $20,000 = $95,000

Step 6: Calculate the Death Benefit that would be payable immediately after the withdrawal

• Death Benefit payable immediately after the withdrawal = The greater of the Purchase Payment adjusted for withdrawals and Contract Value immediately after the withdrawal

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• Death Benefit payable immediately after the withdrawal = The greater of $82,608.70 and $95,000 = $95,000

• The withdrawal of $20,000 reduced the Death Benefit payable by $20,000 (i.e. $115,000 - $95,000)

Example 2. This example assumes the Contract Value is less than the Purchase Payment at the time of the withdrawal.

Assume the following information:

• Purchase Payment = $100,000

• Withdrawal (including Surrender Charge and Interest Adjustment) = $20,000; no other withdrawals have been taken

• Contract Value at the time of withdrawal, including Equity Adjustments = $60,000

Step 1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:

• Death Benefit payable immediately prior to the withdrawal = The greater of the Purchase Payment and Contract Value

• Death Benefit payable immediately prior to the withdrawal = The greater of $100,000 and $60,000 = $100,000

Step 2: Calculate ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:

• Ratio = Withdrawal / (Contract Value immediately prior to the withdrawal)

• Ratio = $20,000 / $60,000 = 0.3333333

Step 3: Calculate reduction to Purchase Payment:

• Reduction to Purchase Payment = Ratio x (Purchase Payment prior to withdrawal)

• Reduction to Purchase Payment = 0.3333333 x $100,000 = $33,333.33

Step 4: Calculate Purchase Payment adjusted for withdrawals:

• Purchase Payment adjusted for withdrawals = Purchase Payment prior to withdrawal – Reduction to Purchase Payment

• Purchase Payment adjusted for withdrawals = $100,000 – $33,333.33 = $66,666.67

Step 5: Calculate the Contract Value after the withdrawal:

• Contract Value immediately after the withdrawal = Contract Value at the time of the withdrawal – withdrawal

• Contract Value immediately after the withdrawal = $60,000 – $20,000 = $40,000

Step 6: Calculate the Death Benefit that would be payable immediately after the withdrawal

• Death Benefit payable immediately after the withdrawal = The greater of the Purchase Payment adjusted for withdrawals and Contract Value immediately after the withdrawal

• Death Benefit payable immediately after the withdrawal = The greater of $66,666.67 and $40,000 = $66,666.67

• The withdrawal of $20,000 reduced the Death Benefit payable by $33,333.33 (i.e. $100,000 - $66,666.67)

As illustrated in Example 2, the Death Benefit calculation may result in a reduction in the Death Benefit that is significantly larger than the withdrawal amount.

If an Owner is added or changed, except in the case of spousal continuation, the amount that will be paid upon the death of the new Owner is equal to the Contract Value on the date death benefit proceeds are payable, including any applicable Equity Adjustment and Interest Adjustment. There is no impact on the Death Benefit if an Owner is removed.

The Death Benefit amount will not be less than the amount required by state law in which the Contract was delivered. The Death Benefit proceeds include any interest paid on the Death Benefit proceeds as required by state law. Interest, if any, will be calculated at the rate and for the time period required by state law. A Surrender Charge will not apply to Death Benefit proceeds.

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Spousal Continuation

If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the Contract at the current Contract Value. In this event, the surviving Spouse will assume ownership of the Contract. This benefit may only be exercised one time.

Death of Owner or Annuitant After the Income Payout Date

We must be notified immediately of the death of an Annuitant or Owner. Proof of Death will be required upon the death of an Annuitant or Owner. We are not responsible for any misdirected payments that result from the failure to notify us of any such death.

If all Annuitants die before all of the guaranteed income payments have been made, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways:

a) Income payments will be continued during the remainder of the guaranteed period certain to the Owner; or

b) The present value of the remaining income payments computed at the interest rate used to create the income payout option in effect will be paid to the Owner.

If all Annuitants die and there are no remaining guaranteed income payments, the contract is terminated, and we have no further obligation under the contract.

If an Owner dies during the Payout Period, any remaining income payments will be distributed to the Beneficiary at least as rapidly as provided by the Income Payout Option in effect.

Interest on Death Benefit Proceeds

Interest will be paid on lump sum Death Benefit proceeds if required by state law. Interest, if any, will be calculated at the rate and for the time period required by state law.

Abandoned Property Requirements

Every state has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of three to five years from the date the Death Benefit is due and payable. For example, if the payment of a Death Benefit has been triggered, but, if after a thorough search, we are still unable to locate the Beneficiary, or the Beneficiary does not come forward to claim the Death Benefit in a timely manner, the Death Benefit will be paid to the abandoned property division or unclaimed property office of the state in which the Beneficiary or you last resided, as shown on our books and records, or to our state of domicile. The “escheatment” is revocable, however, and the state is obligated to pay the Death Benefit (without interest) if your Beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it is important that you update your Beneficiary designations, including addresses, if and as they change. To make such changes, please contact us by writing to us or calling us at our Administrative Office.

INCOME PAYMENTS – THE PAYOUT PERIOD

Income Payout Date

The anticipated Income Payout Date is the first Contract Anniversary after the oldest Annuitant’s 95^th birthday. Even if the Annuitant is changed, the Income Payout Date will not change unless you request a different Income Payout Date via Authorized Request.

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You may change the Income Payout Date by sending an Authorized Request in Good Order to our Administrative Office provided: (i) the request is made while an Owner is living; (ii) the request is received at our Administrative Office at least 30 days before the anticipated Income Payout Date; (iii) the requested Income Payout Date is at least two years after the Contract Issue Date; and (iv) the requested Income Payout Date is no later than the anticipated Income Payout Date as shown on your Contract Data Page. Any such change is subject to any maximum maturity Age restrictions that may be imposed by law.

Payout Period

The Payout Period is the period of time that begins on the Income Payout Date and continues until we make the last payment as provided by the Income Payout Option chosen. On the first day of the Payout Period, the Contract Value, including any applicable Equity Adjustment and Interest Adjustment, will be applied to the Income Payout Option you selected. See “Income Payout Options” on page __. A Surrender Charge will not apply to proceeds applied to an Income Payout Option. You cannot change the Annuitant or Owner on or after the Income Payout Date for any reason.

Terms of Income Payments

We use fixed rates of interest to determine the amount of fixed income payments payable under the Income Payout Options. Fixed income payments are periodic payments from us to the Owner, the amount of which is fixed and guaranteed by us. The amount of each payment depends on the form and duration of the Income Payout Option chosen, the Age of the Annuitant, the gender of the Annuitant (if applicable), the amount applied to purchase the income payments and the applicable income purchase rates in the Contract. The income purchase rates in the Contract are based on a minimum guaranteed interest rate of 1%. We may, in our discretion and on a non-discriminatory basis, make income payments in an amount based on a higher interest rate. Once income payments begin, you cannot change the terms or method of those payments. We do not apply a Surrender Charge or Interest Adjustment to income payments.

We will make the first income payment on the Income Payout Date. We may require proof of age and gender (if the Income Payout Option rate is based on gender) of the Annuitant/Joint Annuitants before making the first income payment. To receive income payments, the Annuitant/Joint Annuitant must be living on the Income Payout Date and on the date that each subsequent payment is due as required by the terms of the Income Payout Option. We may require proof from time to time that this condition has been met.

INCOME PAYOUT OPTIONS

The amount applied to an Income Payout Option is equal to the Contract Value, including any applicable Equity Adjustment and Interest Adjustment, immediately prior to the commencement of the Payout Period less the amount of any premium taxes paid.

Election of an Income Payout Option

You and/or the Beneficiary may elect to receive one of the Income Payout Options described under “Options” below. The Income Payout Option and distribution, however, must satisfy the applicable distribution requirements of Section 72(s) or 401(a)(9) of the Internal Revenue Code, as applicable.

The election of an Income Payout Option must be made by Authorized Request. The election is irrevocable after the payments commence. The Owner may not assign or transfer any future payments under any option.

We will make income payments monthly, quarterly, semiannually, or annually for the Installment Option. Life Income and Joint and Survivor Life Income options allow monthly income payments.

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You may change your Income Payout Option any time before payments begin on the Income Payout Date.

Income Payout Options

We offer the following Income Payout Options described below. The frequency and duration of income payments will affect the amount you receive with each payment. In general, if income payments are expected to be made over a longer period of time, the amount of each income payment will be less than the amount of each income payment if income payments are expected to be made over a shorter period of time. Similarly, more frequent income payments will result in the amount of each income payment being lower than if income payments were made less frequently for the same period of time.

Option 1 – Installment Option. We will pay monthly income payments for a chosen number of years, not less than 10, nor more than 30. If the Annuitant dies before all income payments have been made for the chosen number of years, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a.) income payments will be continued for the remainder of the period to the Owner; or b.) the present value of the remaining income payments, computed at the interest rate used to create the Option 1 rates, will be paid to the Owner.

Option 2 – Life Income Option – Guaranteed Period Certain. We will pay monthly income payments for as long as the Annuitant lives. If the Annuitant dies before all of the income payments have been made for the guaranteed period certain, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a.) income payments will be continued during the remainder of the guaranteed period certain to the Owner; or b.) the present value of the remaining income payments, computed at the interest rate used to create the Option 2 rates, will be paid to the Owner. If a Guaranteed Period of 0 years is selected and the Annuitant dies before the first income payment is made, no income payments will be made and the Death Benefit described in the “DEATH BENEFIT – Death Benefit Proceeds Amount” on page __ of this Prospectus will be paid.

The Guaranteed Period Certain choices are:

● 0 years (life income only);

● 5 years;

● 10 years;

● 15 years; or

● 20 years.

Option 3 – Joint and Survivor Life Income Option – 10-Year Guaranteed Period Certain. We will pay monthly income payments for as long as either of the Annuitants is living. If at the death of the second surviving Annuitant, income payments have been made for less than 10 years, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a) income payments will be continued during the remainder of the guaranteed period certain to the Owner; or b) the present value of the remaining income payments, computed at the interest rate used to create the Option 3 rates, will be paid to the Owner.

Income payment(s) will be made to the Beneficiary if there is no surviving Owner. If there is no surviving Owner or Beneficiary, income payment(s) will be made to the Owner’s estate.

If you do not select an Income Payout Option, we will make monthly payments on the following basis, (unless the Internal Revenue Code (“IRC”) requires that we pay in some other manner in order for the Contract to qualify as an annuity or to comply with Section 401(a)(9) of the IRC, in which case we will comply with those requirements):

● Income payments will be equal to the Contract Value, including any applicable Equity Adjustment and Interest Adjustment, applied to the Life Income Option with 10-Year Guaranteed Period Certain for Contracts with one Annuitant or the Joint and Survivor Life Income Option with 10-Year Guaranteed Period Certain for Contracts with two Annuitants, as described in Income Payout Options 2 and 3 above.

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● Upon the death of all Annuitants, we will pay the Beneficiary as described in Income Payout Options 2 and 3 above.

The minimum amount which can be applied under all income payout options is the greater of $2,500 or the amount required to provide an initial monthly income payment of $20. We may require due proof of age and gender of any Annuitant on whose life an income payout option is based.

We allow partial annuitization. Partial annuitization will count toward the Annual Free Withdrawal Amount.

The Income Payout Options described above may not be offered in all states. Any state variations are described in Appendix C to this Prospectus. Further, we may offer other Income Payout Options. More than one option may be elected. If your Contract is a Qualified Contract, not all options may satisfy required minimum distribution rules. In addition, note that effective for Qualified Contract Owners who die on or after January 1, 2020, subject to certain exceptions, most non-spouse designated beneficiaries must now complete death benefit distributions within ten years of the Owner’s death in order to satisfy required minimum distribution rules. You should consult a tax advisor before electing an Income Payout Option.

FEDERAL INCOME TAX MATTERS

The following discussion is general in nature and is not intended as tax advice. Each person concerned should consult a competent tax adviser. No attempt is made to consider any applicable state or other income tax laws, any state and local estate or inheritance tax, or other tax consequences of ownership or receipt of distributions under a Contract.

When you invest in an annuity contract, you usually do not pay taxes on your investment gains until you withdraw the money—generally for retirement purposes. If you invest in an annuity as part of an individual retirement plan, pension plan or employer-sponsored retirement program, your contract is called a Qualified Contract. If your annuity is independent of any formal retirement or pension plan, it is termed a Non-Qualified Contract. The tax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan. See “Non-Natural Person” below for a discussion of Non-Qualified Contracts owned by persons such as corporations and trusts that are not natural persons.

Tax Status of the Contracts

Tax law imposes several requirements that annuities must satisfy in order to receive the tax treatment normally accorded to annuity contracts.

Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, Section 72(s) of the Internal Revenue Code requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of an Owner of the Contract. Specifically, Section 72(s) requires that (i) if any Owner dies on or after the annuity starting date, but prior to the time the entire interest in the Contract has been distributed, the entire interest in the Contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such Owner’s death; and (ii) if any Owner dies prior to the annuity starting date, the entire interest in the Contract will be distributed within five years after the date of such Owner’s death unless distributions are made over life or life expectancy, beginning within one year of the death of the Owner. However, if the designated Beneficiary is the surviving spouse of the deceased Owner, the Contract may be continued with the surviving spouse as the new Owner.

The Non-Qualified Contracts contain provisions that are intended to comply with these Internal Revenue Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary, to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Other rules may apply to Qualified Contracts.

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Taxation of Non-Qualified Contracts

Non-Natural Person. If a non-natural person (e.g., a corporation or a trust) owns a Non-Qualified Contract, the taxpayer generally must include in income any increase in the excess of the account value over the investment in the Contract (generally, the Purchase Payment or other consideration paid for the Contract) during the taxable year. There are some exceptions to this rule and a prospective Owner that is not a natural person should discuss these with a tax adviser.

The following discussion generally applies to Contracts owned by natural persons.

Withdrawals. When a withdrawal from a Non-Qualified Contract occurs, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the Contract Value, without adjustment for any applicable Surrender Charge, immediately before the distribution over the Owner’s investment in the Contract (generally, the Purchase Payment or other consideration paid for the Contract, reduced by any amount previously distributed from the Contract that was not subject to tax) at that time. The Contract Value immediately before a withdrawal may have to be increased by any positive Interest Adjustment that results from a withdrawal. There is, however, no definitive guidance on the proper tax treatment of Interest Adjustments and you may want to discuss the potential tax consequences of an Interest Adjustment with your tax adviser. In the case of a surrender under a Non-Qualified Contract, the amount received generally will be taxable only to the extent it exceeds the Owner’s investment in the Contract.

In the case of a withdrawal under a Qualified Contract, a ratable portion of the amount received is taxable, generally based on the ratio of the “investment in the contract” to the individual’s total account balance or accrued benefit under the retirement plan. The “investment in the contract” generally equals the amount of any non-deductible Purchase Payment paid by or on behalf of any individual. In many cases, the “investment in the contract” under a Qualified Contract can be zero.

Penalty Tax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contract and Qualified Contract, there may be an imposed federal tax penalty equal to ten percent of the amount treated as income. In general, however, there is no penalty on distributions if they are:

● made on or after the taxpayer reaches age 59½;

● made on or after the death of an Owner;

● attributable to the taxpayer’s becoming disabled; or

● made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. Additional exceptions may apply to distributions from a Qualified Contract. You should consult a qualified tax adviser.

Income Payments. Although tax consequences may vary depending on the payout option elected under an annuity contract, a portion of each income payment is generally not taxed and the remainder is taxed as ordinary income. The non-taxable portion of an income payment is generally determined in a manner that is designed to allow you to recover your investment in the Contract ratably on a tax-free basis over the expected stream of income payments, as determined when income payments start. Once your investment in the Contract has been fully recovered, however, the full amount of each income payment is subject to tax as ordinary income.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a Contract because of your death or the death of the Annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as surrender of the Contract, or (ii) if distributed under a payout option, they are taxed in the same way as income payments.

Withholding. Annuity distributions are generally subject to withholding for the recipient’s federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions.

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Multiple Contracts. All Non-Qualified deferred annuity contracts that are issued by us (or our affiliates) to the same Owner during any calendar year are treated as one annuity contract for purposes of determining the amount includible in such Owner’s income when a taxable distribution occurs.

Further Information. We believe that the Contracts will qualify as annuity contracts for federal income tax purposes and the above discussion is based on that assumption.

Taxation of Qualified Contracts

The tax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan. Your rights under a Qualified Contract may be subject to the terms of the retirement plan itself, regardless of the terms of the Qualified Contract. Adverse tax consequences may result if you do not ensure that contributions, distributions and other transactions with respect to the Contract comply with the law. This Contract is available as a Qualified Contract as follows.

Individual Retirement Annuities (IRAs), as defined in Section 408 of the Internal Revenue Code, permit individuals to make annual contributions of up to the lesser of a specified dollar amount for the year or the amount of compensation includible in the individual’s gross income for the year. The contributions may be deductible in whole or in part, depending on the individual’s income. Distributions from certain retirement plans may be “rolled over” into an IRA on a tax-deferred basis without regard to these limits. Amounts in the IRA (other than nondeductible contributions) are taxed when distributed from the IRA. A 10% penalty tax generally applies to distributions made before age 59½, unless an exception applies. Distributions that are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversation to Roth IRAs.

Roth IRAs, as described in Internal Revenue Code Section 408A, permit certain eligible individuals to contribute to make non-deductible contributions to a Roth IRA in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA is generally subject to tax and other special rules apply. The Owner may wish to consult a tax adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years. Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (i) before age 59½ (subject to certain exceptions), or (ii) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made. Distributions that are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.

Other Tax Issues. Qualified Contracts have minimum distribution rules that govern the timing and amount of distributions. You should refer to your retirement plan, adoption agreement, or consult a tax adviser for more information about these distribution rules. Please note recent important changes to the required minimum distribution rules. Under IRAs and defined contribution retirement plans, most non-spouse beneficiaries will no longer be able to satisfy these rules by “stretching” payouts over life. Instead, those beneficiaries will have to take their post-death distributions within ten years. Certain exceptions apply to “eligible designated beneficiaries” which include disabled and chronically ill individuals. Individuals who are ten or less years younger than the deceased individual and children who have not reached the age of majority. This change applies to distributions to designated beneficiaries of individuals who die on and after January 1, 2020. Consult a tax advisor if you are affected by these new rules.

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Distributions from Qualified Contracts generally are subject to withholding for the Owner’s federal income tax liability. The withholding rate varies according to the type of distribution and the Owner’s tax status. The Owner will be provided the opportunity to elect not have tax withheld from distributions.

Federal Estate Taxes, Gift and Generation-Skipping Transfer Taxes

While no attempt is being made to discuss in detail the Federal estate tax implications of the Contract, a purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to a Beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the contingent Owner or the actuarial value of the payments to be received by the Beneficiary. Consult an estate planning adviser for more information.

Under certain circumstances, the Internal Revenue Code may impose a “generation skipping transfer (“GST”) tax” when all or part of an annuity contract is transferred to, or a Death Benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Internal Revenue Code may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS. For 2021, the federal estate tax, gift tax and GST tax exemptions and maximum rates are $___________ ($_______ for a married couple) and __%, respectively.

The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

Medicare Tax

Distributions from non-qualified annuity policies will be considered “investment income” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g., earnings) to individuals whose income exceeds certain threshold amounts. Please consult a tax advisor for more information.

Same-Sex Spouses

The Contract provides that upon your death, a surviving Spouse may have certain continuation rights that he or she may elect to exercise for the Contract’s Death Benefit and any joint-life coverage under an optional living benefit. All Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under state law will be recognized for federal law purposes. Domestic partnerships and civil unions that are not recognized as legal marriages under state law, however, will not be treated as marriages under federal law. Consult a tax adviser for more information on this subject.

Annuity Purchases By Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate unless a lower treaty rate applies. In addition, such purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Additional withholding may occur with respect to entity purchasers (including foreign corporations, partnerships and trusts) that are not U.S. residents. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.

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Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the Contract could change by legislation or otherwise. Consult a tax adviser with respect to legislative developments and their effect on the Contract.

We have the right to modify the Contract in response to legislative changes that could otherwise diminish the favorable tax treatment that annuity contract owners currently receive. We make no guarantee regarding the tax status of the Contract and do not intend the above discussion as tax advice.

On March 27, Congress passed the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). Among other provision, the CARES Act includes temporary relief from certain tax rules applicable to Qualified Contracts.

Required Minimum Distributions. The CARES Act allows participants and beneficiaries in certain qualified plans and IRAs to suspend taking required minimum distributions in 2020, including any initial required minimum distributions for 2019 that would have been due by April 1, 2020. Additionally, the year 2020 will not be counted in measuring the five year post-death distribution period requirement. Any distributions made in 2020 that, but for the CARES Act, would have been a required minimum distribution will instead be eligible for rollover and will not be subject to the 20% mandatory withholding.

Retirement Plan Distribution Relief. Under the CARES Act, an “eligible participant” can withdraw up to a total of $100,000 from IRAs and certain qualified plans that adopt this provision without being subject to the 10% additional tax on early distributions. The federal income tax on these distributions can be spread ratably over three years and the distributions may be re-contributed during the three-year period following the distribution. For these purposes, eligible participants are participants who:

● have been diagnosed with COVID-19,

● have spouses or dependents diagnosed with COVID-19, or

● have experienced adverse financial consequences stemming from COVID-19 as a result of

o being quarantined, furloughed or laid off,

o having reduced work hours,

o being unable to work due to lack of child care,

o the closing or reduction of hours of a business owned or operated by the participant, or

o other factors determined by the Treasury Department.

Eligible participants can take these distributions from 401(k), 403(b), and governmental 457(b) plans even if they would otherwise be subject to in-service withdrawal restrictions (e.g., distributions before age 59½) and the 20% withholding that would otherwise apply to these distributions does not apply.

Important Information about the Indices

S&P 500 Index. The Contract is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of the McGraw-Hill companies, Inc. (“S&P”). S&P makes no representation or warranty, express or implied, to the Owners of the Contract or any member of the public regarding the advisability of investing in securities generally or in the Contract particularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationship to the Company is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Company or the Contract. S&P has no obligation to take the needs of the Company or the Owners of the Contract into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Contract or the timing of the issuance or sale of the Contract or in determination or calculation of the equation by which the Contract is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Contract.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN, AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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The S&P 500 Index is a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market, as determined by Standard & Poor’s. The S&P 500 Index can go up or down based on the stock prices of the 500 companies that comprise the Index. The S&P 500 Index does not include dividends paid on the stocks comprising the Index and therefore does not reflect the full investment performance of the underlying stocks.

The S&P 500 Index is a trademark of Standard & Poor’s or its affiliates and has been licensed for use by the Company.

Barclays Risk Balanced Index. Neither Barclays Bank PLC (“BB PLC”) nor any of its affiliates (collectively ‘Barclays’) is the issuer or producer of CUNA Mutual Group ZoneChoice Annuity and Barclays has no responsibilities, obligations or duties to investors in CUNA Mutual Group ZoneChoice Annuity. The Barclays Risk Balanced Index (the “Index”), together with any Barclays indices that are components of the Index, is a trademark owned by Barclays and, together with any component indices and index data, is licensed for use by the Company as the issuer or producer of CUNA Mutual Group ZoneChoice Annuity (the “Issuer”).

Barclays’ only relationship with the Issuer in respect of the Index is the licensing of the Index, which is administered, compiled and published by BB PLC in its role as the index sponsor (the “Index Sponsor”) without regard to the Issuer or the CUNA Mutual Group ZoneChoice Annuity or investors in the CUNA Mutual Group ZoneChoice Annuity. Additionally, the Company as issuer or producer CUNA Mutual Group ZoneChoice Annuity may for itself execute transaction(s) with Barclays in or relating to the Index in connection with CUNA Mutual Group ZoneChoice Annuity. Investors acquire CUNA Mutual Group ZoneChoice Annuity from the Company and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Barclays upon making an investment CUNA Mutual Group ZoneChoice Annuity. The CUNA Mutual Group ZoneChoice Annuity is not sponsored, endorsed, sold or promoted by Barclays and Barclays makes no representation regarding the advisability of the CUNA Mutual Group ZoneChoice Annuity or use of the Index or any data included therein. Barclays shall not be liable in any way to the Issuer, investors or to other third parties in respect of the use or accuracy of the Index or any data included therein.

Barclays Index Administration (“BINDA”), a distinct function within BB PLC, is responsible for day-to-day governance of BB PLC’s activities as Index Sponsor.

To protect the integrity of Barclays’ indices, BB PLC has in place a control framework designed to identify and remove and/or mitigate (as appropriate) conflicts of interest. Within the control framework, BINDA has the following specific responsibilities:

● oversight of any third party index calculation agent;

● acting as approvals body for index lifecycle events (index launch, change and retirement); and

● resolving unforeseen index calculation issues where discretion or interpretation may be required (for example: upon the occurrence of market disruption events).

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To promote the independence of BINDA, the function is operationally separate from BB PLC’s sales, trading and structuring desks, investment managers, and other business units that have, or may be perceived to have, interests that may conflict with the independence or integrity of Barclays’ indices.

Notwithstanding the foregoing, potential conflicts of interest exist as a consequence of BB PLC providing indices alongside its other businesses. Please note the following in relation to Barclays’ indices:

● BB PLC may act in multiple capacities with respect to a particular index including, but not limited to, functioning as index sponsor, index administrator, index owner and licensor.

● Sales, trading or structuring desks in BB PLC may launch products linked to the performance of an index. These products are typically hedged by BB PLC’s trading desks. In hedging an index, a trading desk may purchase or sell constituents of that index. These purchases or sales may affect the prices of the index constituents which could in turn affect the level of that index.

● BB PLC may establish investment funds that track an index or otherwise use an index for portfolio or asset allocation decisions.

The Index Sponsor is under no obligation to continue the administration, compilation and publication of the Index or the level of the Index. While the Index Sponsor currently employs the methodology ascribed to the Index (and application of such methodology shall be conclusive and binding), no assurance can be given that market, regulatory, juridical, financial, fiscal or other circumstances (including, but not limited to, any changes to or any suspension or termination of or any other events affecting any constituent within the Index) will not arise that would, in the view of the Index Sponsor, necessitate an adjustment, modification or change of such methodology. In certain circumstances, the Index Sponsor may suspend or terminate the Index. The Index Sponsor has appointed a third-party agent (the “Index Calculation Agent”) to calculate and maintain the Index. While the Index Sponsor is responsible for the operation of the Index, certain aspects have thus been outsourced to the Index Calculation Agent.

Barclays

1. makes no representation or warranty, express or implied, to the Issuer or any member of the public regarding the advisability of investing in transactions generally or the ability of the Index to track the performance of any market or underlying assets or data; and

2. has no obligation to take the needs of the Issuer into consideration in administering, compiling or publishing the Index.

Barclays has no obligation or liability in connection with administration, marketing or trading of the CUNA Mutual Group ZoneChoice Annuity.

The licensing agreement between the Company and BB PLC is solely for the benefit of the Company and Barclays and not for the benefit of the owners of the CUNA Mutual Group ZoneChoice Annuity, investors or other third parties.

BARCLAYS DOES NOT GUARANTEE, AND SHALL HAVE NO LIABILITY TO THE PURCHASERS AND TRADERS, AS THE CASE MAY BE, OF THE TRANSACTION OR TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX INCLUDING, WITHOUT LIMITATION, THE INDICES, OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL BARCLAYS HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, EVEN IF NOTIFIED OF THE POSSIBLITY OF SUCH DAMAGES SAVE TO THE EXTENT THAT SUCH EXCLUSION OF LIABILITY IS PROHIBITED BY LAW.

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None of the information supplied by Barclays and used in this publication may be reproduced in any manner without the prior written permission of Barclays Bank PLC. Barclays Bank PLC is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

Any reference to ‘Bloomberg Index Services Limited’ (including as abbreviated to ‘Bloomberg’) in their capacity as the index calculation agent must include the following:

Bloomberg Index Services Limited is the official index calculation and maintenance agent of the Index, an index owned and administered by Barclays. Bloomberg Index Services Limited does not guarantee the timeliness, accurateness, or completeness of the Index calculations or any data or information relating to the Index. Bloomberg Index Services Limited makes no warranty, express or implied, as to the Index or any data or values relating thereto or results to be obtained therefrom, and expressly disclaims all warranties of merchantability and fitness for a particular purpose with respect thereto. To the maximum extent allowed by law, Bloomberg Index Services Limited, its affiliates, and all of their respective partners, employees, subcontractors, agents, suppliers and vendors (collectively, the “protected parties”) shall have no liability or responsibility, contingent or otherwise, for any injury or damages, whether caused by the negligence of a protected party or otherwise, arising in connection with the calculation of the Index or any data or values included therein or in connection therewith and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages.

OTHER INFORMATION

Distribution of the Contract

We offer the Contract on a continuous basis. We have entered into a distribution agreement with our affiliate, CBSI, for the distribution of the Contract. MEMBERS Life Insurance Company and CBSI are both wholly-owned subsidiaries of CUNA Mutual Investment Corporation. The principal business address of CBSI is 2000 Heritage Way, Waverly, IA 50677. Contracts are sold by licensed insurance agents (the “Selling Agents”) in those states where the Contract may be lawfully sold. Such Selling Agents will be registered representatives of CBSI or other affiliated and unaffiliated broker-dealer firms (the “Selling Broker-Dealers”) registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”), who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and who have entered into the Company’s selling agreements with us and the principal underwriter, CBSI.

We pay CBSI and/or our affiliates pay the Selling Broker-Dealers compensation for the promotion and sale of the Contract. The Selling Agents who solicit sales of the Contract typically receive a portion of the compensation paid by the Company to CBSI and the Selling Broker-Dealers in the form of commissions or other compensation, depending on the agreement between the Selling Broker-Dealer and the Selling Agent. The Selling Agents are also licensed as insurance agents by applicable state insurance authorities and appointed as agents of the Company. Selling Agents who are registered representatives of CBSI or our affiliates are also eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash items that we may jointly provide with CBSI or our affiliates. Non-cash items include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. Sales of the Contracts may help registered representatives of CBSI qualify for such benefits. Selling Agents who are registered representatives of CBSI or our affiliates may receive other payments from us for services that do not directly involve the sale of the Contracts, including payments made for the recruitment and training of personnel, production of promotional literature and similar services.

The amount and timing of commissions we may pay to Selling Broker-Dealers may vary depending on the selling agreement and the Contract sold but is not expected to be more than 7.25% of the Purchase Payment. We may also pay asset-based commission (sometimes called trail commissions) in addition to the Purchase Payment-based commission. We may pay or allow other promotional incentives or payments in the form of cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations.

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We also pay compensation to wholesaling broker-dealers or other firms or intermediaries, including payments to affiliates of ours, in return for wholesaling services such as providing marketing and sales support, product training and administrative services to the Selling Agents of the Selling Broker-Dealers. These allowances may be based on a percentage of the Purchase Payment.

In addition to the compensation described above, we may make additional cash payments, in certain circumstances referred to as “override” compensation or reimbursements to Selling Broker-Dealers in recognition of their marketing and distribution, transaction processing and/or administrative services support. These payments are not offered to all Selling Broker-Dealers, and the terms of any particular agreement governing the payments may vary among Selling Broker-Dealers depending on, among other things, the level and type of marketing and distribution support provided. Marketing and distribution support services may include, among other services, placement of the Company’s products on the Selling Broker-Dealers’ preferred or recommended list, increased access to the Selling Broker-Dealers’ registered representatives for purposes of promoting sales of our products, assistance in training and education of the Selling Agents, and opportunities for us to participate in sales conferences and educational seminars. The payments or reimbursements may be calculated as a percentage of the particular Selling Broker-Dealer’s actual or expected aggregate sales of our annuity contracts (including the Contract) and/or may be a fixed dollar amount. Broker-dealers receiving these additional payments may pass on some or all of the payments to the Selling Agent.

You should ask your Selling Agent for further information about what commissions or other compensation he or she, or the Selling Broker-Dealer for which he or she works, may receive in connection with your purchase of a Contract.

Commissions and other incentives or payments described above are not charged directly to you. We intend to recover commissions and other compensation, marketing, administrative and other expenses and costs of Contract benefits through the fees and charges imposed under the Contract.

Business Disruption and Cyber-Security Risks

We rely heavily on interconnected computer systems and digital data to conduct our variable and index-linked product business activities. Because our variable and index-linked product business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyber-attacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized release of confidential Owner information. Such systems failures and cyber-attacks affecting us, CBSI and intermediaries may adversely affect us and your Contract Value. For instance, systems failures and cyber-attacks may interfere with our processing of Contract transactions, including the processing of orders, impact our ability to calculate Contract Value, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or CBSI and intermediaries to regulatory fines and financial losses and/or cause reputational damage. There can be no assurance that we, CBSI or intermediaries will avoid losses affecting your Contract due to cyber-attacks or information security breaches in the future.

Authority to Change

Only the President or Secretary of the Company may change or waive any of the terms of your Contract. Any change must be in writing and signed by the President or Secretary of the Company. You will be notified of any such change, as required by law.

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Incontestability

We consider all statements in your application (in the absence of fraud) to be representations and not warranties. We will not contest your Contract.

Misstatement of Age or Gender

If an Annuitant’s date of birth is misstated, we will adjust the income Payments under the Contract to be equal to the payout amount the Contract Value would have purchased based on the individuals correct date of birth. If an Annuitant’s gender has been misstated, and the life income rate type is based on gender, we will adjust the income payments under the Contract to be equal to the payout amount the Contract Value would have purchased based on the Annuitant’s correct gender. We will add any underpayments to the next payment. We will subtract any overpayment from future payments. We will not credit or charge any interest to any underpayment or overpayment.

Conformity with Applicable Laws

The provisions of the Contract conform to the minimum requirements of the state in which the Contract is delivered (i.e., the “state of issue”). The laws of the state of issue control any conflicting laws of any other state in which the Owner may live on or after the Contract Issue Date. If any provision of your Contract is determined not to provide the minimum benefits required by the state in which the Contract is issued, such provision will be deemed to be amended to conform or comply with such laws or regulations. Further, the Company will amend the Contract to comply with any changes in law governing the Contract or the taxation of benefits under the Contract.

Reports to Owners

At least annually, we will mail a report to you at your last known address of record, a report that will state the beginning and end dates for the current report period; your Contract Value at the beginning and end of the current report period; the amounts that have been credited and debited to your Contract Value during the current report period, identified by the type of activity the amount represents; the Surrender Value at the end of the current report period; and any other information required by any applicable law or regulation.

You also will receive confirmations of each financial transaction, such as transfers, withdrawals, and surrenders.

Change of Address

You may change your address by writing to us at our Administrative Office. If you change your address, we will send a confirmation of the address change to both your old and new addresses.

Inquiries

You may make inquiries regarding your Contract by writing to us or calling us at our Administrative Office.

CORPORATE HISTORY OF THE COMPANY

[to be updated by amendment]

We are a wholly-owned indirect subsidiary of CMFG Life Insurance Company (“CMFG Life”) and a direct wholly-owned subsidiary of CUNA Mutual Investment Corporation (“CMIC”). We were formed by CMFG Life on February 27, 1976, as a stock life insurance company under the laws of the State of Wisconsin for the purpose of writing credit disability insurance. The original name of the Company was CUDIS Insurance Society, Inc. On August 3, 1989, the Company’s name changed to CUMIS Life Insurance, Inc., and was subsequently changed to its current name on January 1, 1993. League Life Insurance Company (Michigan) merged into the Company on January 1, 1992 in connection with the concurrent merger of MEMBERS Life Insurance Company (Texas) into the Company. We re-domiciled from Wisconsin to Iowa on May 3, 2007. On February 17, 2012, we amended and restated our Articles of Incorporation to change our purpose to be the writing of any and all of the lines of insurance and annuity business authorized by Iowa Code Chapter 508 and any other line of insurance or annuity business authorized by the laws of the State of Iowa. Currently, we have no employees.

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CMFG Life is a stock insurance company organized on May 20, 1935 and domiciled in Iowa. CMFG Life is one of the world’s largest direct underwriters of credit life and disability insurance and is a major provider of qualified pension products to credit unions. Further, CMFG Life and its affiliated companies currently offer deferred and immediate annuities, individual term and permanent life insurance, and accident and health insurance. In 2012, CMFG Life was reorganized as a wholly-owned subsidiary of TruStage Financial Group, Inc. (f/k/a CUNA Mutual Financial Group, Inc.), which is a wholly-owned subsidiary of CUNA Mutual Holding Company (“CM Holding”), a mutual holding company organized under the laws of the State of Iowa.

In August 2013, the Company began issuing an Index-Linked Annuity Contract under the name “MEMBERS^® Zone Annuity”. In July 2016, the Company began issuing a flexible premium variable and index-linked annuity contract under “MEMBERS^® Horizon Variable Annuity”. In December 2018, the Company began issuing a flexible premium variable and index-linked annuity contract under “MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity”. In August 2019, the Company began issuing a single premium deferred index annuity under the name “CUNA Mutual Group Zone Income Annuity.” In _____ 2021, the Company began issuing a single premium deferred variable annuity with index-linked interest options under the name “CUNA Mutual Group ZoneChoice Annuity”. These annuity contracts account for all the new product sales of the Company. The Company also serves previously existing blocks of individual and group life policies.

CMFG Life provides significant services required in the conduct of the Company’s operations. We have entered into a Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement for the administration of our business pursuant to which CMFG Life performs certain administrative functions related to agent licensing, payment of commissions, actuarial services, annuity policy issuance and service, accounting and financial compliance, market conduct, general and informational services and marketing as well as share certain resources and personnel with us; and pursuant to which CMFG Life provides us with certain procurement, disbursement, billing and collection services.

You may write us at 2000 Heritage Way, Waverly, Iowa 50677-9202, or call us at 1-800-798-5500.

We share office space with our indirect parent, CMFG Life. CMFG Life occupies office space in Madison, Wisconsin and Waverly, Iowa that is owned by CMFG Life. Expenses associated with the facilities are allocated to us through the Amended and Restated Expense Sharing Agreement that we entered into with CMFG Life on January 1, 2015.

Financial Information

Our financial statements have been prepared in accordance with SAP.

Investments

Our investment portfolio consists primarily of fixed income securities.

Reinsurance

We reinsure our life insurance exposure with an affiliated insurance company under a traditional indemnity reinsurance arrangement. We entered into a Coinsurance Agreement with CMFG Life in 2012. Under this agreement, we agreed to cede 95% of all insurance in force as of October 31, 2012 to CMFG Life. On September 30, 2015, we amended the Coinsurance Agreement with CMFG Life and now cede 100% of our insurance policies in force to CMFG Life. In 2013, we entered into a second agreement to cede 100% of the business related to MEMBERS^® Zone Annuity contracts to CMFG Life. On November 1, 2015, we entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts. On October 15, 2018, we amended the Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts. Effective January 1, 2019 an Amended and Restated Coinsurance and Modified Coinsurance Agreement with CMFG Life ceding 100% of the business relating to the MEMBERS Zone Annuity contracts, the MEMBERS Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts, the MEMBERS Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts and the CUNA Mutual Group Zone Income Annuity Contracts was put in place. This Amended and Restated Coinsurance and Modified Coinsurance Agreement replaced all prior reinsurance agreements relating to the variable and index-linked annuity contracts issued by the Company. These agreements do not relieve us of our obligations to our policyholders under contracts covered by these agreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its liabilities.

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Policy Liabilities and Accruals

The applicable accounting standards and state insurance laws under which we operate require that we record policy liabilities to meet the future obligations associated with all of our outstanding policies.

POTENTIAL RISK FACTORS THAT MAY AFFECT OUR BUSINESS AND OUR FUTURE RESULTS

[to be updated by amendment]

Although economic conditions both domestically and globally have continued to improve since the recession from late 2007 through the first half of 2009, we remain vulnerable to market uncertainty and continued financial instability of national, state and local governments. Conditions in the global capital markets and economy could deteriorate in the near future and affect our financial position and our level of earnings from our operations.

Markets in the United States and elsewhere remain subject to volatility and disruption. Any future economic downturn or market disruption could negatively impact our ability to invest our funds.

Specifically, if market conditions deteriorate in 2021 or beyond:

● our investment portfolio could incur other-than-temporary impairments;

● due to potential downgrades in our investment portfolio, we could be required to raise additional capital to sustain our current business in force and new sales of our annuity products, which may be difficult in a distressed market. If capital would be available, it may be at terms that are not favorable to us; or

● our liquidity could be negatively affected, and we could be forced to further limit our operations and our business could suffer, as we need liquidity to pay our policyholder benefits and operating expenses.

The principal sources of our liquidity are monthly settlements under the coinsurance agreements with CMFG Life, annuity deposits, investment income, proceeds from the sale, maturity and call of investments and capital contributions from CMFG Life.

Governmental initiatives intended to improve global and local economies that have been adopted may not be effective and, in any event, may be accompanied by other initiatives, including new capital requirements or other regulations that could materially affect our results of operations, financial condition and liquidity in ways that we cannot predict.

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We are subject to extensive laws and regulations that are administered and enforced by a number of different regulatory authorities including state insurance regulators, the National Association of Insurance Commissioners (“NAIC”) and the SEC. Some of these authorities are or may in the future consider enhanced or new regulatory requirements intended to prevent future crises or otherwise assure the stability of institutions under their supervision. These authorities may also seek to exercise their supervisory or enforcement authority in new or more robust ways. All of these possibilities, if they occurred, could affect the way we conduct our business and manage our capital, and may require us to satisfy increased capital requirements, any of which in turn could materially affect our results of operations, financial condition and liquidity.

We face potential competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, which may impair our ability to attract new customers and maintain our profitability and financial strength. It may also impair our ability to retain customers which could increase surrenders and impact profitability and financial strength.

We operate in a highly competitive industry. Many of our competitors are substantially larger and enjoy substantially greater financial resources, claims-paying ability and financial strength, broader and more diversified product lines and more widespread distribution relationships. Our annuity products compete with fixed indexed, traditional fixed rate and variable annuities (and combinations thereof) sold by other insurance companies and also with mutual fund products, traditional bank investments and other investment and retirement funding alternatives offered by asset managers, banks and broker-dealers. Our annuity products also compete with products of other insurance companies, financial intermediaries and other institutions based on a number of factors, including crediting rates, policy terms and conditions, services provided to distribution channels and policyholders, ratings, reputation and distribution compensation.

Our ability to compete will depend in part on the performance of our products. We will not be able to accumulate and retain assets under management for our products if our products underperform the market or the competition, since such underperformance likely would result in asset withdrawals and reduced sales.

We compete for distribution sources for our products. We believe that our success in competing for distributors will depend on factors such as our financial strength, the services we provide to, and the relationships we develop with these distributors and offering competitive commission structures. Our distributors will generally be free to sell products from whichever providers they wish, which makes it important for us to continually offer distributors products and services they find attractive. If our products or services fall short of distributors’ needs, we may not be able to establish and maintain satisfactory relationships with distributors of our annuity products. Our ability to compete will also depend in part on our ability to develop innovative new products and bring them to market more quickly than our competitors. In order for us to compete in the future, we will need to continue to bring innovative products to market in a timely fashion. Otherwise, our revenues and profitability could suffer.

The loss of key executives could disrupt our operations.

Our success depends in part on the continued service of key executives within our Company and CMFG Life’s ability to attract and retain additional executives and employees. The loss of key executives or CMFG Life’s inability to recruit and retain additional qualified personnel could cause disruption in our business and prevent us from fully implementing our business strategies, which could materially and adversely affect our business, growth and profitability.

Changes in state and federal regulation may affect our profitability.

We are subject to regulation under applicable insurance statutes, including insurance holding company statutes, in the various states in which we transact business. Insurance regulation is intended to provide safeguards for policyholders rather than to protect shareholders of insurance companies or their holding companies. As increased scrutiny has been placed upon the insurance regulatory framework, a number of state legislatures have considered or enacted legislative proposals that alter, and in many cases increase, state authority to regulate insurance companies and holding company systems.

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Regulators oversee matters relating to trade practices, policy forms, claims practices, guaranty funds, types and amounts of investments, reserve adequacy, insurer solvency, minimum amounts of capital and surplus, transactions with related parties, changes in control and payment of dividends.

State insurance regulators and the NAIC continually reexamine existing laws and regulations and may impose changes in the future.

We are subject to the NAIC’s risk-based capital requirements which are intended to be used by insurance regulators as an early warning tool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatory action. We also may be required, under solvency or guaranty laws of most states in which we do business, to pay assessments up to certain prescribed limits to fund policyholder losses or liabilities for insolvent insurance companies.

Although the federal government does not directly regulate the insurance business, federal legislation and administrative policies in several areas, including pension regulation, anti-discrimination regulation, financial services regulation, securities regulation and federal taxation, can significantly affect the insurance business. In addition, legislation has been enacted that could result in the federal government assuming some role in the regulation of the insurance industry.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) enacted in July 2010 made sweeping changes to the regulation of financial services entities, products and markets. The Dodd-Frank Act directed existing and newly-created government agencies and bodies to perform studies and promulgate a multitude of regulations implementing the law, a process that has substantially advanced but is not yet complete. While a number of studies and most are certain key Dodd-Frank requirements that remain to be implemented and may affect our business.

Among other things, the Dodd-Frank Act imposes a comprehensive new regulatory regime on the over-the-counter (“OTC”) derivatives marketplace and grants new joint regulatory authority to the SEC and the U.S. Commodity Futures Trading Commission (“CFTC”) over OTC derivatives. While the SEC and CFTC continue to promulgate rules required by the Dodd-Frank Act, most rules have been finalized and, as a result, certain of the Company’s derivatives operations are subject to, among other things, new recordkeeping, reporting and documentation requirements and new clearing requirements for certain swap transactions (currently, certain interest rate swaps and index-based credit default swaps; cleared swaps require the posting of margin to a clearinghouse via a futures commission merchant and, in some case, to the futures commission merchant as well).

In addition, in the latter part of 2015, U.S. federal banking regulators and the CFTC adopted regulations that will require swap dealers, security-based swap dealers, major swap participants and major security-based swap participants (“Swap Entities”) to post margin to, and collect margin from, their OTC swap counterparties (the “Margin Rules”). Pursuant to the Margin Rules, the Company is required to exchange variation margin with its derivatives counterparties that are Swap Entities and it may be required to exchange initial margin with such counterparties beginning in September 2021.

Other regulatory requirements may indirectly impact us. For example, non-U.S. counterparties of the Company may also be subject to non-U.S. regulation of their derivatives transactions with the Company. In addition, counterparties regulated by the Prudential Regulators (which consist of the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Farm Credit Administration, and the Federal Housing Finance Agency) are subject to liquidity, leverage and capital requirements that impact their derivatives transactions with the Company. Collectively, these new requirements have increased the direct and indirect costs of our derivatives activities and may further increase them in the future.

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The Dodd-Frank Act also established a Federal Insurance Office (“FIO”) under the U.S. Treasury Department. Although the Federal Insurance Office was not granted general supervisory authority over the insurance industry, it is authorized to, among other things, (1) monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance and (2) recommend changes to the state system of insurance regulation to the U.S. Congress. The FIO was required to issue several reports to Congress on the insurance industry, most notably, (i) a report on “how to modernize and improve the system of insurance regulation in the United States”, and (ii) a report on “the breadth and scope of the global reinsurance market and the critical role such market plays in supporting insurance in the United States.” The FIO has completed such reports and it remains to be seen whether either of the FIO’s reports will affect the manner in which insurance and reinsurance are regulated in the U.S. and, thereby, the Company’s business.

The Dodd-Frank Act also established the Financial Stability Oversight Council (the “FSOC”), which is charged with identifying risks to the financial stability of the U.S. financial markets, promoting market discipline, and responding to emerging threats to the stability of the U.S. financial markets. The FSOC is empowered to make recommendations to primary financial regulatory agencies regarding the application of new or heightened standards and safeguards for financial activities or practices, and certain participation in such activities, that threaten the stability of the U.S. financial markets. In addition, the FSOC is authorized to determine whether an insurance company is systematically significant and to recommend that it should be subject to enhanced prudential standards and to supervision by the Board of Governors of the Federal Reserve System. In April 2012, the FSOC approved its final rule for designating non-bank financial companies as systemically important financial institutions (“SIFI”). Under the final rule, the Company’s assets, liabilities and operations do not currently satisfy the financial thresholds that serve as the first step of the three-stage process to designate a non-bank financial company as a SIFI. While recent developments suggest that it is unlikely that FSOC will be designating additional non-bank financial companies as systematically significant, there can be no assurance of that unless and until FSOC’s authority to do so has been rescinded.

Separate from any SIFI designation, the Company could potentially be subject to the orderly liquidation authority of the Federal Deposit Insurance Corporation (“FDIC”), in accordance with Title II of the Dodd-Frank Act. Title II of the Dodd-Frank Act provides that the FDIC, under certain circumstances, may be appointed receiver of a “covered financial company,” which could include an insurance company, for purposes of liquidating such company. This would apply to insurance companies in a limited context, where the relevant state insurance regulator has failed to act within 60 days after a determination has been made to subject the insurance company to the FDIC’s orderly liquidation authority, and resolution by the FDIC would be in accordance with state insurance law. The uncertainty about regulatory requirements could influence the Company’s product line or other business decisions with respect to some product lines.

Additionally, Dodd-Frank created the Consumer Financial Protection Bureau (“CFPB”), an independent division of the Department of Treasury with jurisdiction over credit, savings, payment, and other consumer financial products and services, but excluding investment products already regulated by the SEC or the CFTC. The CFPB has supervisory authority over certain non-banks whose activities or products it determines pose risks to consumers.

In addition to promulgating rules that could impose compliance obligations on the Company, the CFPB continues to bring enforcement actions involving a growing number of issues, including actions brought jointly with state Attorneys General, which could directly or indirectly affect the Company. Additionally, the CFPB is exploring the possibility of helping Americans manage their retirement savings and is considering the extent of its authority in that area. The Company is unable at this time to predict the impact of the CFPB’s activities on the Company.

Although the full impact of the Dodd-Frank Act cannot be determined until all of the various studies mandated by the law are conducted and all implementing regulations are adopted, many of the legislation’s requirements could have adverse consequences for the financial services industry, including for the Company. The Dodd-Frank Act could make it more expensive for the Company to conduct business, require the Company to make changes to its business model, or satisfy increased capital requirements.

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Regulation of Broker-Dealers and Sales of Insurance Products

The sales of our insurance products could also be adversely affected to the extent that some or all of the firms that distribute our products face heightened regulatory scrutiny, increased regulation and potentially heightened litigation risks that cause them to de-emphasize sales of the types of products issued by us.

The SEC adopted a series of rules related to the standard of care owed by a broker-dealer to its customers (“Regulation BI”), and the creation of a Form CRS Relationship Summary. The obligations of Regulation BI and Form CRS generally went effective on June 30, 2020. Among other things, Regulation BI would impose a “best interest” standard of care on broker-dealers making recommendations to their customers. Broker-dealers and investment advisers would be required to provide the Form CRS Relationship Summary to their customers. The Form is designed to provide information about the broker-dealer or investment adviser to their customers. The changes under Regulation BI and the Form CRS could increase our overall compliance costs. In addition, these changes may lead to greater exposure to legal claims in certain circumstances, including an increased risk of regulatory enforcement actions or potentially private claims.

There is also a possibility that the various states may develop rules raising the standard of care owed by insurance agents to their customers. For example, the NAIC has been working towards the adoption of revisions to the NAIC’s Suitability in Annuity Transactions Model Regulation that would impose a requirement that any recommendation of an annuity product be in the consumer’s best interest. As a result, as this or similar changes are adopted by our state insurance regulator(s) and made applicable to us or the third-party firms that distribute our products, they could have an adverse impact on our business. Whether other state proposals, or the proposed amendments to the NAIC’s Suitability in Annuity Transactions Model Regulation, will ultimately be adopted is uncertain.

Events outside of our control may negatively affect our business continuity, results of operations and financial performance

The occurrence of a disaster, such as a natural catastrophe, pandemic, industrial accident, blackout, terrorist attack, war, cyberattack, computer virus, insider threat, unanticipated problems with our disaster recovery processes, a support failure from external providers or other events outside of our control, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affects our computer-based data processing transmission, storage, and retrieval systems or destroy data. If a significant number of employees were unavailable in the event of a disaster, our ability to effectively conduct business could be severely compromised. Our systems are also subject to compromise from internal threats.

In addition to disruptions to our operations, period of market volatility may occur in response to pandemics or other events outside of our control. For example, in December 2019, a novel strain of coronavirus surfaced in Wuhan, China, which has resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factors around the world. As the potential impact on global markets from the coronavirus is difficult to predict, the extent to which the coronavirus may negatively affect our results of operations and financial performance or the duration of any potential business disruption is uncertain. Any potential impact to our results of operations and financial performance will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of the coronavirus and the actions taken by authorities and other entities to contact the coronavirus or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our results of operations and financial performance.

Changes in federal income taxation laws may affect sales of our products and profitability.

The annuity products that we market generally provide the policyholder with certain federal income tax advantages. For example, federal income taxation on any increases in non-qualified annuity contract values (i.e., the “inside build-up”) is deferred until it is received by the policyholder. With other savings and investments, such as certificates of deposit and taxable bonds, the increase in value is generally taxed each year as it is earned.

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From time to time, various tax law changes have been proposed that could have an adverse effect on our business, including the elimination of all or a portion of the income tax advantages for annuities. If legislation were enacted to eliminate the tax deferral for annuities, such a change may have an adverse effect on our ability to sell non-qualified annuities. Non-qualified annuities are annuities that are not sold to a qualified retirement plan.

Distributions from non-qualified annuity policies have been considered “investment income” for purposes of the Medicare tax on investment income contained in the Health Care and Education Reconciliation Act of 2010. As a result, in certain circumstances, a 3.8% tax (“Medicare Tax”) may be applied to some or all of the taxable portion of distributions from non-qualified annuities to individuals whose income exceeds certain threshold amounts. This new tax may have an adverse effect on our ability to sell non-qualified annuities to individuals whose income exceeds these threshold amounts and could accelerate withdrawals due to this additional tax. The constitutionality of the Health Care and Education Reconciliation Act of 2010 is currently the subject of multiple litigation actions initiated by various state attorneys general, and the Act is also the subject of several proposals in the U.S. Congress for amendment and/or repeal. The outcome of such litigation and legislative action as it relates to the 3.8% Medicare Tax is unknown at this time.

We face risks relating to litigation, including the costs of such litigation, management distraction and the potential for damage awards, which may adversely impact our business.

We may become involved in litigation, both as a defendant and as a plaintiff, relating to claims arising out of our operations in the normal course of business. In addition, state regulatory bodies, such as state insurance departments, the SEC, FINRA, the Department of Labor, and other regulatory bodies regularly make inquiries and conduct examinations or investigations of companies in the annuity business concerning compliance with, among other things, insurance laws, securities laws, the Employee Retirement Income Security Act of 1974, as amended, and laws governing the activities of broker-dealers. Companies in the annuity business have faced litigation, including class action lawsuits, alleging improper product design, improper sales practices and similar claims. There can be no assurance that any future litigation will not have a material adverse effect on our business, financial condition or results of operations through distraction of our management or otherwise.

SELECTED FINANCIAL DATA

[To be updated by amendment]

The following selected financial data is derived from the Company’s financial statements and should be read in conjunction with the discussion under Management’s Discussion and Analysis of Financial Condition and Results of Operations. The results of operations data for the years ended December 31, 2019, 2018 and 2017 and the balance sheet data as of December 31, 2019 and 2018 should be read in conjunction with our financial statements and related notes appearing elsewhere in this Prospectus. The results for the past periods are not necessarily indicative of results that may be achieved in future periods. The Company entered into reinsurance agreements in 2019, 2015, 2013 and 2012 which significantly impact the Company’s financial results and presentation. See Note 7 of the Notes to Financial Statements appearing elsewhere in this Prospectus for additional information on these agreements.

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	For the year ended December 31,
Results of Operations Data	2020	2019	2018	2017	2016
	(Dollars in thousands)
Revenues
Life and health premiums, net	$	$         —	$      —	$         —	$         (21)
Contract charges, net		—	—	—	—
Net investment income		1,677	762	517	376
Net realized investment gains (losses)		17	(17)	—	—
Other income		38	18	3,996	3,415
Total revenues		1,732	763	4,513	3,770
Benefits and expenses
Life and health insurance claims and benefits, net		—	—	2	(1)
Interest credited to policyholder account balances, net		40	(15)	—	—
Operating and other expenses		343	151	1,709	1,049
Total benefits and expenses		383	136	1,711	1,048
Income before income taxes		1,349	627	2,802	2,722
Income tax expense (benefit)		(2)	(182)	723	887
Net income	$	$    1,351	$    809	$    2,079	$    1,835

Balance Sheet Data	For the year ended December 31,
	2020	2019	2018	2017	2016
	(Dollars in thousands)
Assets
Debt securities, available for sale, at fair value	$	$        35,744	$        29,569	$        10,667	$        10,539
Cash and cash equivalents		29,037	24,912	18,440	18,732
Reinsurance recoverable from affiliate		23,927	24,034	23,973	23,687
Assets on deposit		4,274,964	3,138,096	2,453,033	1,619,113
Other assets		5,646	9,427	11,299	14,138
Separate account assets		169,654	103,205	69,005	20,221
Total assets	$	$   4,538,972	$   3,329,243	$   2,586,417	$   1,706,430
Liabilities and stockholder’s equity
Claim and policy benefit reserves – life and health	$	$        22,551	$        26,836	$        23,052	$        21,506
Policyholder account balances		4,281,679	3,142,077	1,456,634	1,622,448
Other liabilities		22,556	17,205	19,028	18,970
Separate account liabilities		169,654	103,205	69,005	20,221
Total liabilities		4,496,440	3,289,323	2,567,719	1,683,145
Total stockholder’s equity		42,532	39,920	18,698	23,285
Total liabilities and stockholder’s equity	$	$   4,538,972	$   3,329,243	$   2,586,417	$   1,706,430

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

[To be updated by amendment]

Management’s Discussion and Analysis of Financial Condition and Results of Operations reviews our financial condition at December 31, 2019 and December 31, 2018; our results of operations for the years ended December 31, 2019 and 2018; and where appropriate, factors that may affect future financial performance. A discussion on the Results of Operations for the year ended December 31, 2017 is included in the “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” section in the prospectus to the Form S-1 as filed on April 18, 2019 (SEC File No. 333-222172). This discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Prospectus. The dollar amounts disclosed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands.

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analyses and other information contained in this Prospectus and elsewhere (such as in press releases, presentations by us, our immediate parent CMIC, or CM Holding, our management or oral statements) relative to markets for our products and trends in our operations or financial results, as well as other statements including words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, and other similar expressions, constitute forward-looking statements. The Company cautions that these statements may vary from actual results and the differences between these statements and actual results can be material. Accordingly, the Company cannot assure you that actual results will not differ materially from those expressed or implied by the forward-looking statements. Factors that could contribute to these differences include, among other things:

● general economic conditions and other factors, including prevailing interest rate levels and stock and credit market performance which may affect (among other things) our ability to sell our products, our ability to access capital resources and the costs associated therewith, the fair value of our investments, which could result in other than temporary impairments, and certain liabilities, and the lapse rate and profitability of policies;

● customer response to new products and marketing initiatives;

● changes in the federal income tax laws and regulations that may affect the relative income tax advantages of our products;

● increasing competition in the sale of annuities;

● regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) bank and credit union sales and underwriting of insurance products and regulation of the sale, underwriting and pricing of products; and

● the risk factors or uncertainties disclosed in this Prospectus.

The outbreak of the novel strain of coronavirus in 2020, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. The Company has enacted its business interruption plans and is able to continue to operate effectively. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the effectiveness of the interventions put in place. It is currently not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods. Further, these uncertainties have the potential to negatively affect the risk of credit default for the issuers of debt securities held by the Company, requiring an additional credit loss allowance. Additionally, the Company has reinsurance recoverable and assets on deposit balances that are not collateralized, and the Company retains the risk of loss in the event CMFG Life is unable to meet its obligations assumed under the reinsurance agreements. The Company believes the risk of non-collection (from its upstream parent) continues to be remote, but the impacts of the COVID-19 outbreak are not yet fully understood. The Company has a strong capital position, low leverage and high liquidity and expects to be able to address its ongoing obligations, such as paying claims. The Company expects to maintain its strong capital position.

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For a detailed discussion of these and other factors that might affect our performance see the section entitled “Potential Risk Factors That May Affect Our Business and Our Future Results.”

Overview

The Company is a wholly-owned indirect subsidiary of CMFG Life and a direct wholly-owned subsidiary of CMIC. Our ultimate parent is CM Holding, a mutual insurance holding company organized under the laws of Iowa. On May 3, 2007, the Company re-domiciled from Wisconsin to Iowa. On February 17, 2012, the Company amended and restated our Articles of Incorporation to change our purpose to be the writing of any and all of the lines of insurance and annuity business authorized by Iowa Code Chapter 508 as authorized by the laws of the State of Iowa.

The Company is authorized to sell life, health and annuity policies in all states in the U.S. and the District of Columbia, except New York. The following table identifies states with premiums greater than 5% of total direct premium and states with deposits on annuity contracts greater than 5% of total deposits. Results associated with the deposits on annuity contracts include MEMBERS^® Zone Annuity, MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity, MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity, CUNA Mutual Group Zone Income™ Annuity and CUNA Mutual Group ZoneChoice™ Annuity.

	Direct Life and Health Premium			Deposits on Annuity Contracts
	2020	2019	2018	2020	2019	2018
Michigan	%	60%	62%	%	6%	7%
Texas		25	24		5	*
California		5	5		*	*
Pennsylvania		*	*		7	8
Wisconsin		*	*		6	5
Iowa		*	*		5	6
Florida		*	*		5	6
Indiana		*	*		*	5
*Less than 5%

No other state represents more than 5% of the Company’s premiums or deposits for any year in the three years ended December 31, 2019.

As of December 31, 2019 and 2018, the Company had more than $4,538 million and $3,329 million in assets and more than $72 million and $80 million of life insurance in force, respectively.

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The Company services existing closed blocks of individual and group life policies. In August 2013, the Company began issuing a single premium deferred index annuity contract under the name “MEMBERS^® Zone Annuity”. In July 2016, the Company began issuing a flexible premium deferred variable and index-linked annuity contract under the name “MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity”. In December 2018, the Company began issuing a flexible premium variable and index-linked annuity contract under the name “MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity”. In August 2019, the Company began issuing a single premium deferred modified guaranteed index annuity contract under the name “CUNA Mutual Group Zone Income™ Annuity”. These four annuity contracts account for all the new sales of the Company. The Company distributes the annuity contracts through multiple face-to-face distribution channels, including:

● Managed Agents: employees of CMFG Life who sell insurance and investment products to members of credit unions that have contracted with the Company and its affiliates to provide these services;

● Dual Employee Agents: employees of credit unions who sell insurance and investment products to members of credit unions that have contracted with the Company and its affiliates to provide these services. These agents are registered representatives of the Company’s affiliated broker dealer, CBSI: and

● Independent Agents: agents who also represent other insurance companies and, along with or through an unaffiliated broker-dealer, contract with the Company to offer its annuity products that are made available for distribution through this channel.

The Company entered into a Coinsurance Agreement with CMFG Life in 2012. Under this agreement, the Company agreed to cede 95% of all insurance in force as of October 31, 2012 to CMFG Life. On September 30, 2015, the Company amended the Coinsurance Agreement with CMFG Life and now cede 100% of our insurance policies in force to CMFG Life. In 2013, the Company entered into a second agreement to cede 100% of the business related to MEMBERS^® Zone Annuity contracts to CMFG Life. On November 1, 2015, the Company entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts. On October 15, 2018, the Company amended the Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts. On August 19, 2019, the Company entered into a reinsurance agreement with CMFG Life to cede 100%of the business related to CUNA Mutual Group Zone Income Annuity Contracts. In December 2019, the Company filed a replacement reinsurance agreement, which consolidates and replaces the three separate agreements related to its annuity contracts (the 2013, 2015 and 2019 agreements), with its state of domicile. This replacement agreement was approved by the regulator in January 2020 and effective in 2019. These agreements do not relieve us of our obligations to our policyholders under contracts covered by these agreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its liabilities. As a result, the Company believes its profitability from insurance operations going forward will be minimal.

CMFG Life provides significant services required in the conduct of the Company’s operations pursuant to a Cost Sharing, Procurement, Disbursement and Billing and Collection Agreement. CMFG Life allocates expenses to us on the basis of estimated time spent by employees of CMFG Life on Company matters and the use of operational resources. Management believes the allocations of expenses are reasonable and that the results of the Company’s operations may have materially differed in a negative manner from the results reflected in the accompanying financial statements if the Company did not have this relationship.

Critical Accounting Policies

The complexity of the business environment and applicable authoritative accounting guidance requires us to closely monitor our accounting policies. The following summary of our critical accounting policies is intended to enhance your ability to assess our financial condition and results of operations and the potential volatility due to changes in estimates.

Use of Estimates - The preparation of financial statements in conformity with SAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and in some cases the difference could be material. Investment valuations, embedded derivatives, claim and policyholder benefit reserves and deferred tax asset valuation reserves are most affected by the use of estimates and assumptions.

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Investments - Investments in debt securities are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on investments in debt securities, net of federal income taxes, are included in accumulated other comprehensive income (loss) as a separate component of stockholder’s equity.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value of assets and liabilities into three broad levels. The Company has categorized its financial instruments, based on the degree of subjectivity inherent in the valuation technique, as follows:

Level 1: Inputs are directly observable and represent quoted prices for identical assets or liabilities in active markets the Company has the ability to access at the measurement date.

Level 2: All significant inputs are observable, either directly or indirectly, other than quoted prices included in Level 1, for the asset or liability. This includes: (i) quoted prices for similar instruments in active markets, (ii) quoted prices for identical or similar instruments in markets that are not active, (iii) inputs other than quoted prices that are observable for the instruments, and (iv) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: One or more significant inputs are unobservable and reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

For purposes of determining the fair value of the Company’s investments, observable inputs are those inputs used by market participants in valuing financial instruments, which are developed based on market data obtained from independent sources. The Company uses prices and inputs that are current as of the measurement date. In some instances, valuation inputs used to measure fair value fall into different levels of the fair value hierarchy. The category level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The hierarchy requires the use of market observable information when available for assessing fair value. The Company has no Level 3 investments with unrealized gains or losses included in other comprehensive income (loss).

Our assets and liabilities, which are measured at fair value on a recurring basis as of December 31, 2020, are presented below based on the fair value hierarchy levels.

Assets, at Fair Value	Level 1	Level 2	Level 3	Total
Cash equivalents	$ 28,122	$              —	$              —	$ 28,122
Debt securities:
U.S. government and agencies	—	9,193	—	9,193
Domestic corporate securities	—	17,235	—	17,235
Residential mortgage-backed securities	—	3,234	—	3,234
Other structured securities	—	2,001		2,001
Foreign corporate securities	—	4,081	—	4,081
Total debt securities	—	35,744	—	35,744
Derivatives embedded in assets on deposit	—	—	952,002	952,002
Separate account assets	—	169,654	—	169,654
Total assets	$ 28,122	$     205,398	$     952,002	$1,185,522

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Liabilities, at Fair Value	Level 1	Level 2	Level 3	Total
Derivatives embedded in annuity contracts	$ —	$ —	$ 952,002	$ 952,002
Total liabilities	$ —	$ —	$ 952,002	$ 952,002

Our assets and liabilities, which are measured at fair value on a recurring basis as of December 31, 2019, are presented below based on the fair value hierarchy levels.

Assets, at Fair Value	Level 1	Level 2	Level 3	Total
Cash equivalents	$ 21,630	$           —	$           —	$ 21,630
Debt securities:
U.S. government and agencies	—	8,223	—	8,223
Domestic corporate securities	—	16,655	—	16,655
Residential mortgage-backed securities	—	653	—	653
Foreign corporate securities	—	4,038	—	4,038
Total debt securities	—	29,569	—	29,569
Derivatives embedded in assets on deposit	—	—	524,178	524,178
Separate account assets	—	103,205	—	103,205
Total assets	$ 21,630	$  132,774	$  524,178	$678,582

Liabilities, at Fair Value	Level 1	Level 2	Level 3	Total
Derivatives embedded in annuity contracts	$ —	$ —	$ 524,178	$ 524,178
Total liabilities	$ —	$ —	$ 524,178	$ 524,178

Other-Than-Temporary Investment Impairments – Investment securities are reviewed for other than temporary impairment (“OTTI”) on an ongoing basis. The Company creates a watchlist of securities based largely on the fair value of an investment security relative to its cost basis. When the fair value drops below the Company’s cost, the Company monitors the security for OTTI. The determination of OTTI requires significant judgment on the part of the Company and depends on several factors, including:

● the existence of any plans to sell the investment security;

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● the extent to which fair value is less than book value;

● the underlying reason for the decline in fair value (credit concerns, interest rates, etc.);

● the financial condition and near-term prospects of the issuer/borrower, including the ability to meet contractual obligations, relevant industry trends and conditions;

● the Company’s intent and ability to retain the investment for a period of time sufficient to allow for anticipated recovery in fair value;

● the Company’s ability to recover all amounts due according to the contractual terms of the agreements; and

● the Company’s collateral position in the case of bankruptcy or restructuring.

A debt security is considered other-than-temporarily impaired when the fair value is less than the amortized cost basis and its value is not expected to recover through the Company’s holding period of the security. If a credit loss exists, but the Company does not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, it is required to bifurcate the impairment into the loss that is attributable to credit and non-credit related risk. The credit portion of the OTTI is the difference between the present value of the expected future cash flows and amortized cost. Only the estimated credit loss amount is recognized in earnings, with the remainder of the loss amount recognized in other comprehensive income (loss). If the Company intends to sell, at the time this determination is made, the Company records a realized loss equal to the difference between the amortized cost and fair value. The fair value of the other-than-temporarily impaired security becomes its new cost basis. In determining whether an unrealized loss is expected to be other than temporary, the Company considers, among other factors, any plans to sell the security, the severity of impairment, financial position of the issuer, recent events affecting the issuer’s business and industry sector, credit ratings, and the ability of the Company to hold the investment until the fair value has recovered at least its original cost basis.

For securitized debt securities, the Company considers factors including residential property changes in value that vary by property type and location and average cumulative collateral loss rates that vary by vintage year. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries. In addition, projections of expected future debt security cash flows may change based upon new information regarding the performance of the issuer and/or underlying collateral.

For certain securitized financial assets with contractual cash flows, the Company is required to periodically update its best estimate of cash flows over the life of the security. If the fair value of a securitized financial asset is less than its cost or amortized cost and there has been a decrease in the present value of the estimated cash flows since the last revised estimate, considering both timing and amount, an OTTI charge is recognized. The Company also considers its intent and ability to retain a temporarily impaired security until recovery. Estimating future cash flows involves judgment and includes both quantitative and qualitative factors. Such determinations incorporate various information and assessments regarding the future performance of the underlying collateral. In addition, projections of expected future cash flows may change based upon new information regarding the performance of the underlying collateral.

Management has completed a review for other-than-temporarily impaired securities at December 31, 2019, 2018 and 2017 and recorded no OTTI. As a result of the subjective nature of these estimates, however, provisions may subsequently be determined to be necessary as new facts emerge and a greater understanding of economic trends develops. Consistent with the Company’s practices, OTTI will be recorded as appropriate and as determined by the Company’s regular monitoring procedures of additional facts.

Assets on Deposit - Assets on deposit represent the amount of policyholder account balances related to reinsurance of the single premium deferred index annuity, single premium deferred modified guaranteed index annuity and risk control accounts of the flexible premium deferred variable and index linked annuity contracts. Assets on deposit are accounted for on a basis consistent with accounting for the underlying investment type contracts; therefore, the Company accounts for the reinsurance of these contracts using the deposit method of accounting consistent with the terms of the reinsurance agreement with CMFG Life. The related contract charges and interest credited to policyholder account balances in the statements of operations and comprehensive income (loss) are reported net of the amounts ceded under the agreement. See Note 7 of the Notes to the Financial Statements appearing elsewhere in this Prospectus for a further discussion of the ceding and reinsurance agreements.

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Derivative Financial Instruments - The Company issues single premium deferred index annuity, single premium deferred modified guaranteed index annuity and flexible premium deferred variable and index linked annuity contracts that contain embedded derivatives. Derivatives embedded within non-derivative host contracts are separated from the host instrument when the embedded derivative is not clearly and closely related to the host instrument. Such embedded derivatives are recorded at fair value, and they are reported as part of assets on deposit and policyholder account balances in the balance sheets, with the change in the value being recorded in net realized investment gains (losses).

Changes in the fair value of the embedded derivative in assets on deposit offset changes in the fair value of the embedded derivative in policyholder account balances; both of these changes are included in net realized investment gains. Accretion of the interest on assets on deposit offsets accretion of the interest on the host contract; both of these activities are included in interest credited on policyholder account balances and are ceded as part of the ceding and reinsurance agreements.

Reinsurance - Reinsurance premiums, claims and benefits, commission expense reimbursements, and reserves related to reinsured business ceded are accounted for on a basis consistent with the accounting for the underlying direct policies that have been ceded and the terms of the reinsurance contracts. Premiums and insurance claims and benefits in the statements of operations and comprehensive income (loss) are reported net of the amounts ceded to other companies under such reinsurance contracts. Ceded insurance reserves and ceded benefits paid are included in reinsurance recoverables along with certain ceded policyholder account balances which include mortality risk. A prepaid reinsurance asset is also recorded for the portion of unearned premiums related to ceded policies.

The Company entered into a Coinsurance Agreement with CMFG Life, as described previously in the Overview of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. As consideration for the reinsurance provided under this agreement, the Company transfers all of its premiums to CMFG Life. Specifically, CMFG Life receives 100% of all premiums and insurance claims and benefits received on account of our existing life and accident and health insurance business to CMFG Life.

The Company entered into a second agreement with CMFG Life, as described previously in the Overview of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, to cede 100% of its MEMBERS^® Zone Annuity contracts, the reinsurance is accounted for using the deposit method of accounting.

The Company entered into a third agreement with CMFG Life, as described previously in the Overview of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, to cede 100% of its MEMBERS^® Horizon Variable Annuity investment-type Contracts and its MEMBERS^® Horizon II Variable Annuity investment-type contracts, the reinsurance is accounted for using the deposit method of accounting.

The Company entered into a fourth agreement with CMFG Life, as described previously in the Overview of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, to cede 100% of its CUNA Mutual Group Zone Income™ Annuity Contracts, the reinsurance is accounted for using the deposit method of accounting.

In December 2019, the Company filed a replacement reinsurance agreement, which consolidates and replaces the three separate agreements related to its annuity contracts (the 2013, 2015 and 2019 agreements), with its state of domicile. This replacement agreement was approved by the regulator in January 2020 and was effective in 2019.

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Separate Accounts - Separate accounts represent customer accounts related to the variable annuity component of the flexible premium deferred variable and index linked annuity contracts issued by the Company, where investment income and investment gains and losses accrue directly to the contract holders who bear the investment risk.

Contract holders are able to invest in investment funds managed for their benefit. All of the separate account assets are invested in unit investment trusts that are registered with the SEC as of December 31, 2019 and 2018.

Separate account assets are legally segregated and may only be used to settle separate account liabilities. Separate account assets are carried at fair value, which is based on daily quoted net asset values at which the Company could transact on behalf of the contract holder. Separate account liabilities are equal to the separate account assets and represent contract holders’ claims to the related assets. Contract holder deposits to and withdrawals from the separate accounts are recorded directly to the separate account assets and liabilities and are not included in the Company’s statements of operations and comprehensive income (loss).

Charges made by the Company to the contract holders’ balances include fees for maintenance, administration, cost of insurance, and surrenders of contracts prior to the contractually specified dates. Because the Company has entered into agreements with CMFG Life to cede 100% of this business, these revenues are ceded and do not impact the statements of operations and comprehensive income (loss). See Note 7 of the Notes to Financial Statements appearing elsewhere in this Prospectus for additional information on these agreements.

Recognition of Insurance Revenue and Related Benefits - Term-life and whole-life insurance premiums are recognized as premium income when due. Policy benefits for these products are recognized in relation to the premiums so as to result in the recognition of profits over the expected lives of the policies and contracts.

Policies not subject to significant mortality or longevity risk, such as the Company’s single premium deferred index annuity flexible premium deferred variable and index linked annuity and single premium deferred modified guaranteed index annuity contracts, are considered investment-type contracts. Amounts collected on these products, with the exceptions of the variable annuity component of the flexible premium deferred variable and index linked annuity and single premium deferred modified guaranteed index annuity, are recorded as increases in policyholder account balances. The variable annuity component of the flexible premium deferred variable and index linked annuity and single premium deferred modified guaranteed index annuity are recorded in separate account assets and liabilities. Revenues from investment-type contracts principally consist of net investment income and contract charges such as expense and Surrender Charges. Expenses for investment-type contracts consist of interest credited to contracts, benefits incurred in excess of related policyholder account balances and policy maintenance costs. Because the Company has entered into reinsurance agreements with CMFG Life to cede 100% of this business, these revenues and expenses are ceded and do not impact the statement of operations and comprehensive income (loss). See Note 7, Reinsurance for additional information on these agreements.

Claim and Policy Benefit Reserves - Life and Health - Life and health claim and policy benefit reserves consist principally of future policy benefit reserves and reserves for estimates of future payments on incurred claims reported but not yet paid and unreported incurred claims. Estimates for future payments on incurred claims are developed using actuarial principles and assumptions based on past experience adjusted for current trends. Any change in the probable ultimate liabilities is reflected in net income in the period in which the change is determined.

When actual experience indicates that existing contract liabilities, together with the present value of future gross premiums, will not be sufficient to recover the present value of future benefits or recover unamortized deferred acquisition costs, a premium deficiency will be recognized by either a reduction in unamortized acquisition costs or an increase in liability of future benefits. The liability for premium deficiency is insignificant as of December 31, 2019 and 2018.

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Additionally, the liability for future policy benefits may not be deficient in the aggregate to trigger a premium deficiency, but the pattern of earnings may be such that profits are expected to be recognized in early years followed by losses in later years. In those situations, the liability for future benefits will be increased to offset losses that would be recognized in later years. The Company recorded a liability of $153 and $138 as of December 31, 2019 and 2018, respectively, for the profits that are expected to be followed by losses in the future.

The Company entered into four reinsurance agreements with CMFG Life, as described previously in the Overview of this Management’s Discussion and Analysis of Financial Condition and Results of Operations to mitigate the Company’s risks. These agreements do not relieve the Company of its obligations to the Company’s policyholders under contracts covered by these agreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its liabilities.

Policyholder Account Balances - The single premium deferred index annuities, single premium deferred modified guaranteed index annuities and risk control accounts of the flexible premium deferred variable and index linked annuities, are included in policyholder account balances.

Income Tax - The Company recognizes taxes payable or refundable and deferred taxes for the tax consequences of differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured by applying the enacted tax rates to the difference between the financial statement and tax basis of assets and liabilities. The Company records current tax benefits and deferred tax assets utilizing a benefits-for-loss approach. Under this approach, current benefits are realized, and deferred tax assets are considered realizable by the Company when realized or realizable by the consolidated group of which the Company is a member even if the benefits would not be realized on a stand-alone basis. The Company records a valuation allowance for deferred tax assets if it determines it is more likely than not that the asset will not be realized by the consolidated group. Deferred income tax assets can be realized through future earnings, including, but not limited to the generation of future income, reversal of existing temporary differences and available tax planning strategies.

The Company is subject to tax-related audits. These audits may result in additional tax assets or liabilities. In establishing tax liabilities, the Company determines whether a tax position is more likely than not to be sustained under examination by the appropriate taxing authority. Tax positions that do not meet the more likely than not standard are not recognized. Tax positions that meet this standard are recognized in the financial statements within net deferred tax assets or liabilities or federal income taxes recoverable or payable.

The Company is included in the consolidated federal income tax return of CM Holding, the Company’s ultimate parent. The Company has entered into a tax sharing agreement with CM Holding and its subsidiaries. The agreement provides for the allocation of tax expenses based on each subsidiary’s contribution to the consolidated federal income tax liability. Pursuant to the agreement, subsidiaries that have incurred losses are reimbursed regardless of the utilization of the loss in the current year. Federal income taxes recoverable reported on the balance sheet are due from affiliates.

Executive Summary

The Company provides life and health insurance throughout the United States servicing its existing blocks of individual and group life policies, and began marketing the MEMBERS^® Zone Annuity contract in 2013, the MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract in 2016, the MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contract in 2018 and the CUNA Mutual Group Zone Income™ Annuity Contract in 2019. The Company is managed as two reportable business segments, (1) life and health, and (2) annuities. See Note 10 of the Notes to the Financial Statements appearing elsewhere in this Prospectus for information related to the two business segments.

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The Company began distributing the MEMBERS^® Zone Annuity, an individual or joint owned, single premium deferred index annuity contract, in 2013 which became the Company’s second reportable business segment. The Company began distributing the MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract, an individual or joint owned, flexible premium deferred variable and index linked annuity contract in 2016 and the MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contract, an individual or joint owned, flexible premium deferred variable and index linked annuity contract in 2018. The Company began distributing the CUNA Mutual Group Zone Income™ Annuity Contract, an individual or joint owned, single premium deferred modified guaranteed index annuity Contract in 2019. The results of the Company’s annuities segment, which includes the MEMBERS^® Zone Annuity, the MEMBERS^® Horizon Variable Annuity, the MEMBERS^® Horizon II Variable Annuity and CUNA Mutual Group Zone Income™ Annuity contracts, are ceded 100% to CMFG Life under the 2013, 2015 and 2019 ceding agreements and accordingly do not impact the results of operations.

In 2012, the Company entered into a Coinsurance Agreement with CMFG Life to cede 95% of its business in force as of October 31, 2012. On September 30, 2015, the Company amended its Coinsurance Agreement with CMFG Life and now cedes 100% of its insurance policies in force to CMFG Life. In 2013, it entered into a second agreement with CMFG Life to cede 100% of the business related to the MEMBERS^® Zone Annuity contract. On November 1, 2015, the Company entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to the MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract. On October 15, 2018, the Company amended its Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contract. On August 19, 2019, the Company entered into a coinsurance Agreement with CFMG Life to cede 100% of the business related to the CUNA Mutual Group Zone Income Contract. In December 2019, the Company filed a replacement reinsurance agreement, which consolidates and replaces the three separate agreements related to the annuity contracts (the 2013, 2015 and 2019 agreements), with the Company’s state of domicile. This replacement agreement was approved in January 2020 and effective in 2019. See Note 7 of the Notes to the Financial Statements appearing elsewhere in this Prospectus for information on the 2012, 2013, 2015 and 2019 agreements.

Results of Operations for the Years ended December 31, 2019 and 2018

Total revenues, which consisted mainly of net realized investment gains (losses), investment income and other income, were $1,732 and $763 for the years ended December 31, 2019 and 2018, respectively. The increase in total revenues in 2019 as compared to 2018 was primarily due to an increase in net investment income. All premiums are 100% ceded to CMFG Life, resulting in no net premium in 2019 or 2018 due to the reinsurance agreements. Total net investment income was $1,677 and $762 for the years ended December 31, 2019 and 2018, respectively, which represents an average yield earned of 2.8% and 1.8% for the same periods, respectively. The growth in net investment income is due to the Company’s receipt of debt securities in late 2018 from the Company’s parent company. The 2019 increase reflects a full year of income related to these securities. Additionally, the Company had an increased investment in money market funds throughout 2019. In 2019 and 2018, the Company had net realized gains (losses) on sales of securities of $17 and ($17), respectively.

Total benefits and expenses were $383 and $136 for the years ended December 31, 2019 and 2018, respectively. The increase in benefits and expenses in 2019 as compared to 2018 was primarily due to the net impact of transfers of annuity deposits and withdrawals. Operating expenses totaled $343 and $151 for the years ended December 31, 2019 and 2018, respectively. CMFG Life provides significant services required in the conduct of the Company’s operations. Operating expenses incurred by the Company that are specifically identifiable are borne by the Company; other operating expenses are allocated from CMFG Life on the basis of estimated time and usage studies. Operating expenses are primarily related to and include employee costs such as wages and benefits, legal expenses and other operating expenses such as rent, insurance and utilities. The increase in operating expenses in 2019 as compared to 2018 was primarily due to the net impact of transfers of annuity deposits and withdrawals.

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Income tax expense is recorded at 21% for the years ended December 31, 2019 and 2018, respectively, and is offset by prior year tax benefits primarily related to interest on accrued refunds, resulting in an effective tax rate of (0.2%) and (29.0%) for the years ended December 31, 2019 and 2018, respectively.

Net income was $1,351 and $809 for the years ended December 31, 2019 and 2018, respectively. The increase in 2019 net income as compared to 2018 was primarily due to increased net investment income as described previously.

Financial Condition

The Company’s investment strategy is based upon a strategic asset allocation framework that considers the need to manage our General Account investment portfolio on a risk-adjusted spread basis for the underwriting of contract liabilities and to maximize return on retained capital. The Company’s investment in debt securities consists of U.S. Treasury securities, domestic corporate securities, residential mortgage-backed securities, other asset-backed securities and foreign corporate securities. While the investments are categorized as available-for-sale, the Company generally holds the bond portfolio to maturity.

Insurance statutes regulate the type of investments that the Company is permitted to purchase and limit the amount of funds that may be used for any one type of investment. In light of these statutes and regulations and our business and investment strategy, the Company generally seeks to invest in United States government and government-sponsored agency securities and debt securities rated investment grade by established nationally recognized rating organizations or in securities of comparable investment quality, if not rated.

The Company’s investment portfolio is comprised solely of debt securities at December 31, 2019 and December 31, 2018. The table below presents our total debt securities by type at December 31, 2019 and December 31, 2018.

	December 31,
	2019	%	2018	%
U.S. government and agencies	$ 9,193	25.7%	$ 8,223	27.8%
Domestic corporate securities	17,235	48.2	16,655	56.3
Residential mortgage-backed securities:	3,234	9.1	653	2.2
Other structured securities	2,001	5.6	—	—
Foreign corporate securities	4,081	11.4	4,038	13.7
Total debt securities	$35,744	100.0%	$ 29,569	100.0%

The amortized cost and estimated fair value of debt securities by contractual maturity are shown below at December 31, 2019. 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	Estimated Fair Value
Due in one year or less	$ 6,495	$ 6,554
Due after one year through five years	10,990	11,511
Due after five years through ten years	2,993	3,250
Due after ten years	8,738	9,194
Residential mortgage-backed securities	3,217	3,234
Other structured securities	2,001	2,001
Total debt securities	$ 34,434	$ 35,744

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The Company has classified its debt securities as available-for-sale. Available-for-sale securities are reported at fair value and unrealized gains and losses, if any, on these securities (net of income taxes) are included as a separate component of stockholder’s equity, thereby exposing stockholder’s equity to volatility for changes in the reported fair value of securities classified as available-for-sale.

At December 31, 2019, the Company owned no debt securities in an unrealized loss position. At December 31, 2018, the Company owned three debt securities with a fair value of $10,209 in an unrealized loss position of $521 for more than twelve months.

Liquidity and Capital Resources

The Company cedes 100% of its insurance policies inforce to CMFG Life pursuant to the Coinsurance Agreement. In 2013, the Company entered into an agreement to cede 100% of the business related to MEMBERS^® Zone Annuity contracts to CMFG Life. On November 1, 2015, the Company entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts. On October 15, 2018, the Company amended its Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts. On August 19, 2019, the Company entered into a Coinsurance Agreement with CMFG Life to cede 100% of the business related to the CUNA Mutual Group Zone Income™ Annuity Contract. In December 2019, the Company filed a replacement reinsurance agreement, which consolidates and replaces the three separate agreements related to its annuity contracts (the 2013, 2015 and 2019 agreements), with the Company’s state of domicile. This replacement agreement was approved by the regulator in January 2020 and effective in 2019. These agreements do not relieve the Company of the Company’s obligations to our policyholders under contracts covered by these agreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its liabilities.

As consideration for the reinsurance provided under these agreements, and as of November 1, 2015, the Company transfers all of the Company’s revenues to CMFG Life. Specifically, CMFG Life receives 100% of all premiums and other amounts received on account of our existing business and new business. CMFG Life pays us a monthly expense allowance to reimburse the Company for expenses and costs incurred on account of its insurance business.

While the reinsurance transactions have a minimal impact on our stockholder’s equity, they substantially diminish our net liabilities and greatly decrease the amount of capital and liquidity needed within the Company.

Operating activities provided $5,721 and $4,538 of net operating cash flow for the years ended December 31, 2019 and 2018, respectively. The Company’s primary use of funds includes the payment of benefits and related operating expenses as well as settlements related to the reinsurance agreements with CMFG Life. The Company issues the single premium deferred index annuity contracts, flexible premium deferred variable and index linked annuity contracts, single premium deferred modified guaranteed index annuity Contracts on the 10^th and 25^th of each month. The Company recognizes a liability on contracts for which it has received cash, but has not issued a contract. The increase in operating cash flow in 2019, as compared to 2018, was primarily due to an increase in operating net income, primarily due to the increase in net investment income. The Company’s sources of funds include renewal premiums, sales of investment-type contracts and investment income.

Investing activities (used) provided ($4,564) and $1,268 of net cash flow for the years ended December 31, 2019 and 2018, respectively. The Company’s main investing activities include the purchase and sale or maturity of debt securities. The Company had maturities on debt securities which provided cash of $430 and $1,268 in 2019 and 2018, respectively. In 2019, the Company purchased $4,994 of debt securities which contributed to the net decrease of cash from investing activities in 2019 as compared to 2018.

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The Company’s financing activities provided $2,968 and $666 of net cash flow for the years ended December 31, 2019 and 2018, respectively. The Company’s main financing activities include the collection of deposits and payment of withdrawals from policyholder’s accounts. The increase in financing activities in 2019 was due to the Company’s increased deposits on policyholder accounts in 2019 as compared to 2018.

Liquidity requirements are met primarily through monthly settlements under the coinsurance and modified coinsurance agreements with CMFG Life. The Company anticipates receiving adequate cash flow from these settlements and investment income to meet its obligations. However, a primary liquidity concern going forward is the risk of an extraordinary level of early policyholder withdrawals. The Company includes provisions within its policies, such as Surrender Charges, that help limit and discourage early withdrawals.

The Company believes that cash flows generated from sources above will be sufficient to satisfy the near term liquidity requirements of its operations, including reasonable foreseeable contingencies. However, the Company cannot predict future experience regarding benefits and surrenders since benefit and surrender levels are influenced by such factors as the interest rate environment, the Company’s claims paying ability and the Company’s financial credit ratings.

Most annuity deposits the Company will receive going forward will be invested in high quality investments, those identified by the Company as investment grade, to fund future commitments. The Company believes that the settlement it receives under the reinsurance agreements with CMFG Life, the diversity of its investment portfolio and a concentration of investments in high quality securities should provide sufficient liquidity to meet foreseeable cash requirements. Although there is no present need or intent to dispose of our investments, the Company could readily liquidate portions of our investments, if such a need arose. Sales of available-for-sale securities in an unrealized loss position are subject to other-than-temporary impairment considerations including our intent to sell.

Statutory Financial Data and Dividend Restrictions

The Company is a life and health insurer domiciled in Iowa. The Company files statutory basis financial statements with regulatory authorities. Our statutory capital and surplus was $39,989 and $39,447 as of December 31, 2019 and 2018, respectively. Our statutory basis net income was $1,249, $419 and $1,914 for the years ended December 31, 2019, 2018 and 2017, respectively.

The Company is subject to statutory regulations as to maintenance of equity and the payment of dividends. Generally, ordinary dividends from an insurance subsidiary to its parent company must meet notice requirements promulgated by the regulator of the subsidiary’s state of domicile (“Insurance Department”). Extraordinary dividends, as defined by state statutes, must be approved by the Insurance Department. Based on Iowa statutory regulations, the Company could pay dividends of up to $3,836 during 2020 without prior approval of the Iowa Department of Commerce Insurance Division.

Risk-based capital requirements promulgated by the NAIC require U.S. insurers to maintain minimum capitalization levels that are determined based on formulas incorporating credit risk, insurance risk, interest rate risk and general business risk. At December 31, 2019 and 2018, the Company’s adjusted capital exceeded the minimum capitalization requirements.

Contractual Obligations

In December 2007, the Company entered into a Procurement and Disbursement and Billing and Collection Services Agreement with CMFG Life and certain other affiliated companies whereby CMFG Life has agreed to provide certain of our operational requirements. In January 2008, the Company entered into a Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement with CMFG Life and certain other affiliated companies. Pursuant to this agreement, CMFG Life has agreed to provide the Company with certain office and market services and personnel services. On January 1, 2015, the Company entered into a Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement which replaced all prior agreements. Additionally, the Company is allocated a certain portion of the total compensation of each of our executive officers and directors, based on various factors, the primary being the estimated time allocated to providing services to the Company. In exchange for providing these administrative functions and use of shared resources and personnel, the Company reimburses CMFG Life for the cost of providing such administrative functions, resources and personnel. The Company reimbursed CMFG Life $39,225, $30,131 and $20,808 for these expenses for the years ended December 31, 2019, 2018 and 2017, respectively.

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For detailed discussion of the management services agreement, the investment advisory agreement and the coinsurance agreements, see “Management – Transactions with Related Persons, Promoters and Certain Control Persons.”

In the future, the Company may enter into financing transactions, lease agreements, or other commitments in the normal course of our business.

The Company has the following future minimum estimated claim and benefit payments that are 100% reinsured as of December 31, 2020.

	Estimated Future Claim and Benefit Payments
Due in one year or less	$
Due after one year through three years
Due after three years through five years
Due after five years
Total estimated payments	$

Quantitative and Qualitative Disclosures about Market Risk and Cyber Security

The Company has exposure to market risk through both our insurance operations and investment activities, although a significant portion of this risk is reinsured by CMFG Life pursuant to the coinsurance and modified coinsurance agreements discussed above. In addition, many of the measures described herein to offset these market risks are taken by CMFG Life because it holds all assets related to our insurance business as a result of the coinsurance agreements.

Interest rate risk is our primary market risk exposure. Substantial and sustained increases and decreases in market interest rates will affect the profitability of our annuity products and the fair value of our investments. Most of the interest rate risk is absorbed by CMFG Life under the coinsurance and modified coinsurance agreements. The profitability of most of our annuity products will depend on the spreads between interest yield on investments and rates credited on the annuity products. The Company has the ability to adjust crediting rates (caps, participation rates or asset fee rates for indexed annuities) on substantially all of our annuity products at least annually (subject to minimum guaranteed values). In addition, substantially all of our annuity products have surrender and withdrawal penalty provisions designed to encourage persistency and to help ensure targeted spreads are earned. However, competitive factors, including the impact of the level of surrenders and withdrawals, may limit our ability to adjust or maintain crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions.

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A major component of our interest rate risk management program is structuring the General Account investment portfolio with cash flow characteristics consistent with the cash flow characteristics of our annuity products. The Company uses computer models to simulate cash flows expected from our existing business under various interest rate scenarios. These simulations enable us to measure the potential gain or loss in fair value of our interest rate-sensitive financial instruments, to evaluate the adequacy of expected cash flows from our assets to meet the expected cash requirements of our annuity products and to determine if it is necessary to lengthen or shorten the average life and duration of our investment portfolio. The “duration” of a security is the time weighted present value of the security’s expected cash flows and is used to measure a security’s sensitivity to changes in interest rates. When the durations of assets and liabilities are similar, exposure to interest rate risk is minimized because a change in value of assets should be largely offset by a change in the value of liabilities. As of December 31, 2019, the Company’s fixed debt securities investment portfolio consisted of U.S. government and agency securities, domestic corporate securities, residential mortgage-backed securities, structured securities and foreign corporate securities with fair values of $9,193, $17,235, $3,234, $2,001 and $4,081, respectively, and has an average duration of 6 years.

The Company’s business is highly dependent upon the effective operation of computer systems and those of the Company’s business partners, so that the Company’s business is potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service on websites and other operational disruption and unauthorized release of confidential customer information.

Cyber-attacks affecting the Company may adversely affect the Company and the Company’s contractholders. For instance, cyber-attacks may interfere with the processing of Contract transactions, cause the release and possible destruction of confidential Owner or business information, impede order processing, subject the Company to regulatory fines and financial losses and/or cause reputational damage. There can be no assurance that the Company will avoid losses affecting the Company’s customer’s Contract due to cyber-attacks or information security breaches in the future.

MANAGEMENT

[To be updated by amendment]

Directors and Executive Officers

Our directors and executive officers are as follows:

Name	Age	Position
David L. Sweitzer	56	President and Director
Paul D. Barbato	43	Secretary and Director
Brian J. Borakove	41	Treasurer
Michael F. Anderson	52	Director
William Karls	49	Director
Abigail R. Rodriguez	37	Director

All executive officers and directors are elected annually.

David L. Sweitzer has served as President and as director of the Company since October 31, 2016. He also serves as the Senior Vice President of Wealth Management for CMFG Life where he leads overall business strategy and product management for CBSI and CMFG Life’s and affiliates family of annuity products. Mr. Sweitzer has held various positions in CMFG Life for 28 years. He brings more than 27 years of progressive experience in sales and marketing, sales operations and sales strategy.

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Paul D. Barbato has served as Secretary and as director of the Company since December 28, 2018. As of January 7, 2019, he also serves as Vice President, Associate General Counsel for CMFG Life. Mr. Barbato re-joined CMFG Life in May 2017 after spending two years as corporate counsel with Epic Systems Corporation (March 2015-May 2017). He originally joined CMFG Life in January 2009 as a Lead Counsel and later held roles as Associate General Counsel and Director of Corporate Governance. Before joining CMFG Life, Mr. Barbato spent two years at Michael Best & Friedrich, LLP, in Madison, Wisconsin, where he was an Associate Attorney.

Brian J. Borakove has served as our Treasurer since November 9, 2012 and Vice President, Corporate Treasurer since November 19, 2012 at CMFG Life. He served as Director of Investment Finance from 2007 to 2011 and was promoted to Associate Treasurer in 2011. Prior to joining CMFG Life, he was a Senior Manager, Investment Finance at Liberty Mutual Insurance in Boston, Massachusetts from 2005 to 2007. Prior to joining Liberty Mutual Insurance, Mr. Borakove served as a Senior Analyst, Treasury at FM Global in Johnston, Rhode Island from 2003-2005. Mr. Borakove held various positions at State Street Bank in Boston, Massachusetts from 2001-2003.

Michael F. Anderson has been a director of the Company since December 15, 2015. He also serves as the Senior Vice President, Chief Legal Officer for CMFG Life where he has been responsible for all legal matters across CMFG Life’s business entities since 2011. He served as Managing Associate General Counsel from 2008 to 2009, was promoted to Vice President in 2009 and in 2011 was promoted to Senior Vice President. Before joining the Company, Mr. Anderson spent 15 years in private practice, most recently as a partner in the New York office of Morgan, Lewis & Bockius.

William Karls has been director of the Company since August 4, 2017 and has served as Controller for CMFG Life since 2012. Prior to joining CMFG Life in 2004, Mr. Karls was a Senior Manager with Strohm Ballweg, LLP, which provides audit and consulting services to insurance companies.

Abigail R. Rodriguez has been a director of the Company since October 1, 2019. She also serves as Senior Vice President of Customer Success within the Customer Experience Unit at CMFG Life. Ms. Rodriguez previously served as Vice President of Consumer Operations from 2013-2019, and Senior Business Continuous Improvement Consultant from 2011-2013. Before joining the Company, Ms. Rodriguez held several positions at Ace World Wide in Muskego, Wisconsin from 2008-2011. Ms. Rodriguez served as Six Sigma Black Belt at Graphic Packaging International in Kalamazoo, Michigan from 2004-2008. Ms. Rodriguez served as Implementation Specialist at Sonoo Products Company in Hartsville, South Carolina in 2004.

Transactions with Related Persons, Promoters and Certain Control Persons

Policy Regarding Related Person Transactions. It is our policy to enter into or ratify related person transactions only when our Board of Directors determines that the transaction either is in, or is not inconsistent with, our best interests, including but not limited to situations where we may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when we provide products or services to related persons on an arm’s length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally.

Therefore, we have adopted the following written procedures for the review, approval or ratification of related person transactions. For purposes of the related person transaction policy, a related person transaction is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) we were, are or will be a participant, (ii) the amount of the transaction, arrangement or relationship exceeds $120,000, and (iii) in which a related person had, has or will have a direct or indirect material interest in the transaction.

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A related person means:

● any person who is, or at any time since the beginning of our last fiscal year was, a member of our Board of Directors or an executive officer or a nominee to become a member of our Board of Directors;

● any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;

● any immediate family member of any of the foregoing persons; or

● any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Any proposed transaction with a related person will be consummated or amended only if the following steps are taken:

● Counsel (either inside or outside) will assess whether the proposed transaction is a related person transaction for purposes of this policy.

● If counsel determines that the proposed transaction is a related person transaction, the proposed transaction will be submitted to the Board of Directors for consideration at the next meeting or, in those instances in which counsel, in consultation with the President or the Treasurer, determines that it is not practicable or desirable for us to wait until the next Board of Directors meeting, to the President of the Company (who has been delegated authority to act between meetings).

● The Board of Directors shall consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: (i) the benefits to the Company; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer; (iii) the availability of other suppliers or customers for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.

● The Board of Directors shall approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Board of Directors determines in good faith. The Board of Directors shall convey the decision to counsel, who shall convey the decision to the appropriate persons within the Company.

At the Board of Director’s first meeting of each fiscal year, it shall review any previously approved related person transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $120,000. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the Board of Directors shall determine if it is in the best interests of the Company and its shareholders to continue, modify, or terminate the related person transaction.

No member of the Board of Directors shall participate in any review, consideration, or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

Certain Relationships and Related Person Transactions. Except for the agreements noted below, there have been no transactions between the Company and any related person since January 1, 2011, nor are any such related person transactions currently being contemplated for which disclosure would be required.

On September 30, 2015, the Company amended its coinsurance agreement with CMFG Life and now cedes 100% of its insurance policies in force to CMFG Life. In 2013, we entered into a second coinsurance agreement to cede 100% of all insurance issued on and after January 1, 2013 to CMFG Life. On November 1, 2015, we entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to the Contract, and other investment type contracts similar to the Contract. These agreements do not relieve us of our obligations to our policyholders under contracts covered by these agreements. However, they do transfer nearly all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for nearly all of its liabilities. We filed a new Coinsurance Agreement to cede 100% of the business related to CUNA Mutual Group Zone Income Annuity Contracts for approval with the State of Iowa in July, 2019.

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On January 1, 2015, the Company entered into a Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement with CMFG Life and certain other affiliated companies and on that same day, January 1, 2015, the Company entered into an Amended and Restated Expense Sharing Agreement with CMFG Life. See “Contractual Obligations” for more information about each of these agreements.

The Company has hired MEMBERS Capital Advisors, Inc. (“MCA”) to provide investment advisory services with respect to the Company’s General Account assets. MCA, which is 100% owned by CMIC, manages substantially all of the Company’s invested assets in accordance with policies, directives and guidelines established by the Company.

Committees of the Board of Directors

Our Board of Directors of the Company has not established any committees. The Board of Directors relies upon the committees of the CM Holding to oversee actions over the subsidiary companies. For example, the CM Holding Audit Committee will assist with oversight of the Company’s external auditors, performance of internal audit functions and legal and regulatory compliance requirements.

Compensation Committee Interlocks and Insider Participation

Our Board of Directors has not established a compensation committee. None of our current executive officers serves on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Board of Directors. Mr. Sweitzer is on the Board of Directors for CBSI whose Board of Directors include Messrs. Anderson, Karls, Barbato and Ms. Rodriguez, the other Directors of the Company.

Executive Compensation. We do not have any employees but rather are provided personnel, including our named executive officers, by our parent company, CMFG Life, pursuant to the Amended and Restated Expense Sharing Agreement between CMFG Life and us. As a result, we do not determine or pay any compensation to our named executive officers or additional personnel provided by CMFG Life for our operations. CMFG Life determines and pays the salaries, bonuses and other wages earned by our named executive officers and by additional personnel provided to us by CMFG Life. CMFG Life also determines whether and to what extent our named executive officers and additional personnel from CMFG Life may participate in any employee benefit plans. We do not have employment agreements with our named executive officers and do not provide pension or retirement benefits, perquisites or other personal benefits to our named executive officers. We do not have arrangements to make payments to our named executive officers upon their termination or in the event of a change in control of the Company. See “Contractual Obligations” for more information about the Amended and Restated Expense Sharing Agreement between CMFG Life and us.

Director Compensation

The directors of the Company are also officers of CMFG Life. The Company’s directors receive no compensation for their service as directors of the Company but are compensated by CMFG Life for their services as officers of CMFG Life. Accordingly, no costs were allocated to the Company for services of following persons in their role as current directors: Michael F. Anderson, William Karls, Paul D. Barbato, David L. Sweitzer and Abigail R. Rodriguez.

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Legal Proceedings

Like other insurance companies, we routinely are involved in litigation and other proceedings, including class actions, reinsurance claims and regulatory proceedings arising in the ordinary course of our business. In recent years, the life insurance and annuity industry, including us and our affiliated companies, has been subject to an increase in litigation pursued on behalf of both individual and purported classes of insurance and annuity purchasers, questioning the conduct of insurance companies and their agents in the marketing of their products. In addition, state and federal regulatory bodies, such as state insurance departments and attorneys general, periodically make inquiries and conduct examinations concerning compliance by us and others with applicable insurance and other laws.

In connection with regulatory examinations and proceedings, government authorities may seek various forms of relief, including penalties, restitution and changes in business practices. The Company has established procedures and policies to facilitate compliance with laws and regulations and to support financial reporting. These actions are based on a variety of issues and involve a range of the Company’s practices. We respond to such inquiries and cooperate with regulatory examinations in the ordinary course of business. In the opinion of management, the ultimate liability, if any, resulting from all such pending actions will not materially affect the financial statements of the Company, nor the Company’s ability to meet its obligations under the Contracts.

* * *

We do not file reports under the 1934 Act in reliance on Rule 12h-7 under the 1934 Act, which provides an exemption from the reporting requirements of Sections 13 and 15 of the 1934 Act.

FINANCIAL STATEMENTS

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APPENDIX A: EQUITY ADJUSTMENT

The Equity Adjustment for a Risk Control Account is equal to:

Crediting Base x (hypothetical option value - amortized option cost – trading costs)

The examples below show how the Equity Adjustment is calculated and how it may vary based on whether the reference Index has increased or decreased and how much time there is remaining in the Interest Term. The hypothetical option value and trading costs in the examples are expressed as a percentage of the Crediting Base.

	1-Year Indexed Interest Floor and Indexed Interest Cap	6-Year Indexed Interest Buffer and Indexed Interest Participation Rate
Interest Term Start Date
Crediting Base	$100,000	$100,000
Index Value	1,000	1,000
Number of Days in Interest Term	365	2,191
Hypothetical Option Value	2.28%	11.81%
Example A: Negative Index Return with Many Days Remaining in the Interest Term
Interest Term Valuation Date
Index Value	950	950
Index Return	-5%	-5%
Days Remaining in Interest Term	334	2,160
Hypothetical Option Value	-0.12%	4.71%
Amortized Option Value	2.28% x (334/365) = 2.09%	11.81% x (2,160/2,191) = 11.64%
Trading Costs	0.15%	0.15%
Equity Adjustment	$100,000 x (-0.12% - 2.09% - 0.15%) = -$2,356.36	$100,000 x (4.71% - 11.64% - 0.15%) = -$7,082.90
Risk Control Account Value	$100,000 - $2,456.36 = $97,643.64	$100,000 - $7,082.90 = $92,917.10
Example B: Negative Index Return with Few Days Remaining in the Interest Term
Interest Term Valuation Date
Index Value	950	950
Index Return	-5%	-5%
Days Remaining in Interest Term	30	30
Hypothetical Option Value	-4.25%	-0.31%
Amortized Option Value	2.28% x (30/365) = 0.19%	11.81% x (30/2,191) = 0.16%
Trading Costs	0.15%	0.15%
Equity Adjustment	$100,000 x (-4.25% - 0.19% - 0.15%) = -$4,587.40	$100,000 x (-0.31% - 0.16% - 0.15%) = -$621.71
Risk Control Account Value	$100,000 - $4,587.40 = $95,412.60	$100,000 - $621.71 = $99,378.29

A-1

Example C: Positive Index Return with Many Days Remaining in the Interest Term
Interest Term Valuation Date
Index Value	1050	1050
Index Return	5%	5%
Days Remaining in Interest Term	334	2,160
Hypothetical Option Value	4.01%	19.14%
Amortized Option Value	2.28% x (334/365) = 2.09%	11.81% x (2,160/2,191) = 11.64%
Trading Costs	0.15%	0.15%
Equity Adjustment	$100,000 x (4.01% - 2.09% - 0.15%) = $1,773.64	$100,000 x (19.14% - 11.64% - 0.15%) = $7,347.10
Risk Control Account Value	$100,000 + $1,773.64 = $101,773.64	$100,000 + $7,347.10 = $107,347.10
Example D: Positive Index Return with Few Days Remaining in the Interest Term
Interest Term Valuation Date
Index Value	1050	1050
Index Return	5%	5%
Days Remaining in Interest Term	334	2,160
Hypothetical Option Value	4.89%	11.62%
Amortized Option Value	2.28% x (30/365) = 0.19%	11.81% x (30/2,191) = 0.16%
Trading Costs	0.15%	0.15%
Equity Adjustment	$100,000 x (4.89% - 0.19% - 0.15%) = $4,552.60	$100,000 x (11.62% - 0.16% - 0.15%) = $11,308.29
Risk Control Account Value	$100,000 + $4,552.60 = $104,552.60	$100,000 + $11,308.29 = $111,308.29

A-2

APPENDIX B: EXAMPLES OF WITHDRAWALS WITH APPLICATION OF SURRENDER CHARGE AND INTEREST ADJUSTMENT

The examples below illustrate withdrawals during the Surrender Charge Period. Withdrawals after the Surrender Charge Period will not be subject to a Surrender Charge but may be subject to an Interest Adjustment.

Example 1: Withdrawal with a Negative Interest Adjustment

Assume the following information as it relates to the Contract:

● Funds are allocated to the Declared Rate Account and a 1-Year Interest Term S&P 500 Risk Control Account (“Risk Control Account”).

● A withdrawal of $20,000.00 is taken proportionally on the 2^nd Contract Anniversary. No other withdrawals have been previously taken.

● The Contract Value on the 2^nd Contract Anniversary is $110,000.00.

o The Contract Value in the Declared Rate Account is $20,500.

o The Contract Value in the Risk Control Account is $89,500.

● On the Allocation Option Start Date, the interpolated 6-year Constant Maturity Treasury Rate (I) was 2.50% and the ICE BofA Index (K) was 1.00%.

● At the time of the withdrawal the Constant Maturity Treasury Rate for the remaining Index period (J) is 2.90% and the ICE BofA Index (L) is 1.10%.

● 4 year remain in the 6-year Allocation Option Period (N) at the time of the withdrawal.

● The applicable Surrender Charge percentage is 8%.

We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to the Owner:

	Step 1	Step 2	Step 3	Step 4	Step 5	Step 6	Step 7
Account	Calculate the Withdrawal from each Account	Calculate the Free Partial Withdrawal Amount	Calculate the Surrender Charge	Calculate the IAF	Calculate the Interest Adjustment	Calculate the Net Withdrawal	Calculate the Contract Value after Withdrawal
Declared Rate	$3,727.27	$2,050.00	$134.18	0.980908	($71.16)	$3,521.93	$16,772.73
Risk Control	$16,272.73	$8,950.00	$585.82	0.980908	($310.69)	$15,376.22	$73,227.27
Total	$20,000.00	$11,000.00	$720.00	0.980908	($381.85)	$18,898.15	$90,000.00

Step 1: Calculate the Withdrawal from each Account

● The 20,000 withdrawal is taken proportionally from the Contract Value.

● The Contract Value in the Declared Rate Account is $20,500. Therefore, the proportional withdrawal from the Declared Rate Account is equal to $20,500 divided by the total Contract Value of $110,000 multiplied by the withdrawal amount of $20,000. $20,500 / $110,000 x $20,000 = $3,727.27.

● The Contract Value in the Risk Control Account is $89,500. Therefore, the proportional withdrawal from the Risk Control Account is equal to $89,500 divided by the total Contract Value of $110,000 multiplied by the withdrawal amount of $20,000. $89,500 / $110,000 x $20,000 = $16,272.73.

Step 2: Calculate the Free Partial Withdrawal Amount

● The Free Partial Withdrawal Amount is equal to 10% of the Contract Value at the beginning of the Contract Year. The Contract Value at the beginning of the Contract Year is $110,000, so the Free Partial Withdrawal Amount is equal to 10% multiplied by $110,000. 10% x $110,000 = $11,000.

● The Free Partial Withdrawal Amount from the Declared Rate Account is equal to 10% of the Contract Value determined as of the beginning of the Contract Year. Therefore, the Free Partial Withdrawal Amount from the Declared Rate Account is equal to 10% multiplied by $20,500. 10% x $20,500 = $2,050.

B-1

● The Free Partial Withdrawal Amount from the Risk Control Account is equal to 10% of the Contract Value determined as of the beginning of the Contract Year. Therefore, the Free Partial Withdrawal Amount from the Risk Control Account is equal to 10% multiplied by $89,500. 10% x $89,500 = $8,950.

Step 3: Calculate the Surrender Charge

● The Surrender Charge is equal to 8% of the withdrawal subject to surrender charge. The withdrawal subject to Surrender Charge is the Withdrawal minus the Free Partial Withdrawal Amount.

● For the Declared Rate Account, the Surrender Charge is equal to the Withdrawal Amount of $3,727.27 minus the Free Partial Withdrawal of $2,050 multiplied by 8%. ($3,727.27 - $2,050 x .08) = $134.18.

● For the Risk Control Account, the Surrender Charge is equal to the Withdrawal Amount of $16,272.73 minus the Free Partial Withdrawal of $8,950 multiplied by 8%. ($16,272.73 - $8,950 x .08) = $585.82.

Step 4: Calculate the IAF

● The Interest Adjustment factor (IAF) is equal to ((1 + I + K)/(1 + J + L))^N.

o I = 2.50%

o K = 1.00%

o J = 2.90%

o L = 1.10%

o N = 4

● Therefore, the IAF = ((1 + 2.50% + 1.00%) / (1 + 2.90% + 1.10%))^4 = 0.980908

Step 5: Calculate the Interest Adjustment

● The Interest Adjustment is equal to the withdrawal multiplied by sum of the IAF minus one.

● For the Declared Rate Account, the Interest Adjustment is equal to the withdrawal of $3,727.27 multiplied by the sum of the IAF of 0.980908 minus one. $3,727.27 x (0.980908 – 1) = -$71.16.

● For the Risk Control Account, the Interest Adjustment is equal to the withdrawal of $16,272.73 multiplied by the sum of the IAF of 0.980908 minus one. $16,272.73 x (0.980908 – 1) = -$310.69.

Step 6: Calculate the Net Withdrawal

● The net withdrawal is equal to the withdrawal minus the Surrender Charge plus the Interest Adjustment.

● For the Declared Rate Account, the net withdrawal is equal to the withdrawal of $3,727.27 minus the Surrender Charge of $134.18 plus the Interest Adjustment of -$71.16. $3,727.27 - $134.18 + (-$71.16) = $3,521.93.

● For the Risk Control Account, the net withdrawal is equal to the withdrawal of $16,272.73 minus the Surrender Charge of $585.82 plus the Interest Adjustment of -$310.69. $16,272.73 - $585.82 + (-$310.69) = $15,376.22.

● The total net withdrawal equals the net withdrawal from the Declared Rate Account of $3,521.93 plus the net withdrawal from the Risk Control Account of $15,376.22. $3,521.93 + $15,376.22 = $18,898.15.

Step 7: Calculate the Contract Value after Withdrawal

● The Contract Value after Withdrawal equals the Contract Value prior to the withdrawal minus the withdrawal.

● For the Declared Rate Account, the Contract Value after the withdrawal equals the Contract Value prior to the withdrawal of $20,500 minus the withdrawal of $3,727.27. $20,500 - $3,727.27 = $16,772.73.

● For the Risk Control Account, the Contract Value after the withdrawal equals the Contract Value prior to the withdrawal of $89,500 minus the withdrawal of $16,272.73. $89,500 - $16,272.73 = $73,227.27.

B-2

● The total Contract Value after the withdrawal equals the Contract Value after the withdrawal in the Declared Rate Account of $16,772.73 plus the Contract Value after the Withdrawal in the Risk Control Account of $73,227.27. $16,772.73 + $73,227.27 = $90,000.

Example 2: Withdrawal with a Positive Interest Adjustment

Assume the following information as it relates to the Contract:

● Funds are allocated to the Declared Rate Account and a 1-Year Interest Term S&P 500 Risk Control Account (“Risk Control Account”).

● A withdrawal of $20,000.00 is taken proportionally on the 2^nd Contract Anniversary. No other withdrawals have been previously taken.

● The Contract Value on the 2^nd Contract Anniversary is $110,000.00.

o The Contract Value in the Declared Rate Account is $20,500.

o The Contract Value in the Risk Control Account is $89,500.

● On the Allocation Option Start Date, the interpolated 6-year Constant Maturity Treasury Rate (I) was 2.50% and the ICE BofA Index (K) was 1.00%.

● At the time of the withdrawal the Constant Maturity Treasury Rate for the remaining Index period (J) is 2.10% and the ICE BofA Index (L) is 0.90%.

● 4 year remain in the 6-year Allocation Option Period (N) at the time of the withdrawal.

● The applicable Surrender Charge percentage is 8%.

We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to the Owner:

	Step 1	Step 2	Step 3	Step 4	Step 5	Step 6	Step 7
Account	Calculate the Withdrawal from each Account	Calculate the Free Partial Withdrawal Amount	Calculate the Surrender Charge	Calculate the IAF	Calculate the Interest Adjustment	Calculate the Net Withdrawal	Calculate the Contract Value after Withdrawal
Declared Rate	$3,727.27	$2,050.00	$134.18	1.019559	$72.90	$3,665.99	$16,772.73
Risk Control	$16,272.73	$8,950.00	$585.82	1.019559	$318.28	$16,005.19	$73,227.27
Total	$20,000.00	$11,000.00	$720.00	1.019559	$391.19	$19,671.18	$90,000.00

Step 1: Calculate the Withdrawal from each Account

● The 20,000 withdrawal is taken proportionally from the Contract Value.

● The Contract Value in the Declared Rate Account is $20,500. Therefore, the proportional withdrawal from the Declared Rate Account is equal to $20,500 divided by the total Contract Value of $110,000 multiplied by the withdrawal amount of $20,000. $20,500 / $110,000 x $20,000 = $3,727.27.

● The Contract Value in the Risk Control Account is $89,500. Therefore, the proportional withdrawal from the Risk Control Account is equal to $89,500 divided by the total Contract Value of $110,000 multiplied by the withdrawal amount of $20,000. $89,500 / $110,000 x $20,000 = $16,272.73.

Step 2: Calculate the Free Partial Withdrawal Amount

● The Free Partial Withdrawal Amount is equal to 10% of the Contract Value at the beginning of the Contract Year. The Contract Value at the beginning of the Contract Year is $110,000, so the Free Partial Withdrawal Amount is equal to 10% multiplied by $110,000. 10% x $110,000 = $11,000.

The Free Partial Withdrawal Amount from the Declared Rate Account is equal to 10% of the Contract Value determined as of the beginning of the Contract Year. Therefore, the Free Partial Withdrawal Amount from the Declared Rate Account is equal to 10% multiplied by $20,500. 10% x $20,500 = $2,050.

The Free Partial Withdrawal Amount from the Risk Control Account is equal to 10% of the Contract Value determined as of the beginning of the Contract Year. Therefore, the Free Partial Withdrawal Amount from the Risk Control Account is equal to 10% multiplied by $89,500. 10% x $89,500 = $8,950.

B-3

Step 3: Calculate the Surrender Charge

● The Surrender Charge is equal to 8% of the withdrawal subject to surrender charge. The withdrawal subject to Surrender Charge is the Withdrawal minus the Free Partial Withdrawal Amount.

● For the Declared Rate Account, the Surrender Charge is equal to the Withdrawal Amount of $3,727.27 minus the Free Partial Withdrawal of $2,050 multiplied by 8%. ($3,727.27 - $2,050 x .08) = $134.18.

● For the Risk Control Account, the Surrender Charge is equal to the Withdrawal Amount of $16,272.73 minus the Free Partial Withdrawal of $8,950 multiplied by 8%. ($16,272.73 - $8,950 x .08) = $585.82.

Step 4: Calculate the IAF

● The Interest Adjustment factor (IAF) is equal to ((1 + I + K)/(1 + J + L))^N.

o I = 2.50%

o K = 1.00%

o J = 2.10%

o L = 0.90%

o N = 4

● Therefore, the IAF = ((1 + 2.50% + 1.00%) / (1 + 2.10% + 0.90%))^4 = 1.019559.

Step 5: Calculate the Interest Adjustment

● The Interest Adjustment is equal to the withdrawal multiplied by sum of the IAF minus one.

● For the Declared Rate Account, the Interest Adjustment is equal to the withdrawal of $3,727.27 multiplied by the sum of the IAF of 1.019559 minus one. $3,727.27 x (1.019559 – 1) = $72.90.

● For the Risk Control Account, the Interest Adjustment is equal to the withdrawal of $16,272.73 multiplied by the sum of the IAF of 1.019559 minus one. $16,272.73 x (1.019559 – 1) = $318.28.

Step 6: Calculate the Net Withdrawal

● The net withdrawal is equal to the withdrawal minus the Surrender Charge plus the Interest Adjustment.

● For the Declared Rate Account, the net withdrawal is equal to the withdrawal of $3,727.27 minus the Surrender Charge of $134.18 plus the Interest Adjustment of $72.90. $3,727.27 - $134.18 + $72.90 = $3,665.99.

● For the Risk Control Account, the net withdrawal is equal to the withdrawal of $16,272.73 minus the Surrender Charge of $585.82 plus the Interest Adjustment of $318.28. $16,272.73 - $585.82 + $318.28 = $16,005.19.

● The total net withdrawal equals the net withdrawal from the Declared Rate Account of $3,665.99 plus the net withdrawal from the Risk Control Account of $16,005.19. $3,665.99 + $16,005.19 = $19,671.18.

Step 7: Calculate the Contract Value after Withdrawal

● The Contract Value after Withdrawal equals the Contract Value prior to the withdrawal minus the withdrawal.

● For the Declared Rate Account, the Contract Value after the withdrawal equals the Contract Value prior to the withdrawal of $20,500 minus the withdrawal of $3,727.27. $20,500 - $3,727.27 = $16,772.73.

● For the Risk Control Account, the Contract Value after the withdrawal equals the Contract Value prior to the withdrawal of $89,500 minus the withdrawal of $16,272.73. $89,500 - $16,272.73 = $73,227.27.

● The total Contract Value after the withdrawal equals the Contract Value after the withdrawal in the Declared Rate Account of $16,772.73 plus the Contract Value after the Withdrawal in the Risk Control Account of $73,227.27. $16,772.73 + $73,227.27 = $90,000.

B-4

APPENDIX C: STATE VARIATIONS OF CERTAIN FEATURES AND BENEFITS

The following information is a summary of certain features or benefits of the CUNA Mutual Group ZoneChoice^TM Annuity Contracts that vary from the features and benefits previously described in this Prospectus as a result of requirements imposed by states. Please contact your financial professional for more information about Contract variations and availability in your state.

States where certain CUNA Mutual Group ZoneChoice^TM Annuity features or benefits vary:

State	Feature or Benefit	Variation
Arizona	See “Right to Examine” under “Getting Started – The Accumulation Period”	If your age as of the Contract Issue Date is at least 65 years old, you must return your Contract within 30 days of receipt.
California	See “Owner” under “Getting Started – The Accumulation Period” See “Right to Examine” under “Getting Started – The Accumulation Period” See “Waiver of Surrender Charges” under “Access to Your Money”	The Owner has the right to assign the Contract. If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if your age as of the Contract Issue Date is at least 60 years old. If your age as of the Contract Issue Date is at least 60 years old, you must return your Contract within 30 days of receipt. “Nursing Home or Hospital” is replaced with “Facility Care, Home Care, or Community-Based Services”. There is no minimum confinement period to utilize this waiver. The Facility Care or Home Care and Terminal Illness waivers apply to full surrenders only, not partial withdrawals.
Connecticut	See “Right to Examine” under “Getting Started – The Accumulation Period” See “Waiver of Surrender Charges” under “Access to Your Money”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals. You must return your Contract within 10 days of receipt, including replacement contracts. There is a one-year wait before the waiver of surrender charge provisions may be exercised.
Delaware	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was a replacement, not new money. You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

C-1

State	Feature or Benefit	Variation
Florida	See “Owner” under “Getting Started – The Accumulation Period” See “Right to Examine” under “Getting Started – The Accumulation Period” See “Income Payout Date” under “Income Payments – The Payout Period”	The Owner has the right to assign the Contract. You must return your Contract within 21 days of receipt (30 days if it is a replacement contract). The requested Income Payout Date must be at least one year after the Contract Issue Date.
Georgia	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.
Hawaii	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
Idaho	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals. You must return your Contract within 20 days of receipt, including replacement contracts.
Illinois	See definition of Terminally Ill and Terminal Illness in “Glossary”	Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.
Indiana	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was a replacement, not new money. You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).
Kansas	See definition of Terminally Ill and Terminal Illness in “Glossary”	Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.
Louisiana	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
Maryland	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.

C-2

State	Feature or Benefit	Variation
Massachusetts	See definition of Terminally Ill and Terminal Illness in “Glossary” See “Right to Examine” under “Getting Started – The Accumulation Period” See “Waiver of Surrender Charges” under “Access to Your Money” See “Terms of Income Payments” under “Income Payments – The Payout Period” See “Misstatement of Age or Gender” under “Other Information”	Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident. If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals. You must return your Contract within 10 days of receipt (20 days if it is a replacement contract). There is no Nursing Home or Hospital waiver. The Terminal Illness waiver applies to full surrenders only, not partial withdrawals. Income Options are not based on gender. The amount of each payment depends on all the items listed other than gender. Income Options are not based on gender. Only proof of age is required for misstatement; proof of gender is not.
Minnesota	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was a replacement, not new money.
Mississippi	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
Missouri	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals. You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).
Montana	See “Terms of Income Payments” under “Income Payments – The Payout Period” See “Misstatement of Age or Gender” under “Other Information”	Income Options are not based on gender. The amount of each payment depends on all the items listed other than gender. Income Options are not based on gender. Only proof of age is required for misstatement; proof of gender is not.

C-3

State	Feature or Benefit	Variation
Nebraska	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
Nevada	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.
New Jersey	See “Waiver of Surrender Charges” under “Access to Your Money”	There is no Terminal Illness waiver.
New Hampshire	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
North Carolina	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
North Dakota	See “Right to Examine” under “Getting Started – The Accumulation Period”	You must return your Contract within 20 days of receipt (30 days if it is a replacement contract).
Oklahoma	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals. You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).
Rhode Island	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement. You must return your Contract within 20 days of receipt (30 days if it is a replacement contract).
South Carolina	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.

C-4

State	Feature or Benefit	Variation
Tennessee	See “Right to Examine” under “Getting Started – The Accumulation Period”	You must return your Contract within 10 days of receipt (20 days if it is a replacement contract). If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was a replacement, not new money.
Texas	See “Owner” under “Getting Started – The Accumulation Period” See “Right to Examine” under “Getting Started – The Accumulation Period” See “Waiver of Surrender Charges” under “Access to Your Money”	The Owner has the right to assign the Contract. You must return your Contract within 20 days of receipt (30 days if it is a replacement contract). “Terminal Illness” is replaced with “Terminal Disability”.
Utah	See “Owner” under “Getting Started – The Accumulation Period” See “Right to Examine” under “Getting Started – The Accumulation Period”	The Owner has the right to assign the Contract. If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.
Vermont	See “Right to Examine” under “Getting Started – The Accumulation Period”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
Virginia	See “Waiver of Surrender Charges” under “Access to Your Money”	“Terminal Illness” is replaced with “Terminal Condition”
Washington	See “Right to Examine” under “Getting Started – The Accumulation Period” See “Waiver of Surrender Charges” under “Access to Your Money”	If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals. You must return your Contract within 10 days of receipt (20 days if it is a replacement contract). The life expectancy to utilize the Terminal Illness waiver is 24 months.
Wisconsin	See “Owner” under “Getting Started – The Accumulation Period”	The Owner has the right to assign the Contract.

C-5

MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, IA 50677

1-800-798-5500

Dealer Prospectus Delivery Obligations

All dealers that effect transactions in these securities are required to deliver a Prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.*

The expenses for the issuance and distribution of the securities offered by this Registration Statement, other than any underwriting discounts and commissions, are as follows: [to be updated by amendment filing]

Securities and Exchange Commission Registration Fees	$
Printing and engraving	$
Accounting fees and expenses	$
Legal fees and expenses	$
Miscellaneous	$
TOTAL EXPENSES		$

*  Estimated.

Item 14.  Indemnification of Directors and Officers.

Section 490.202 of the Iowa Business Corporation Act (the “IBCA”), provides that a corporation’s articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for any action taken, or failure to take action, as a director, except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the MEMBERS Life Insurance Company (the “Registrant”, “we”, “our”, or “us”) or the shareholders, (3) a violation of Section 490.833 of the IBCA or (4) an intentional violation of criminal law.

Further, Section 490.851 of the IBCA provides that a corporation may indemnify its directors who may be party to a proceeding against liability incurred in the proceeding by reason of such person serving in the capacity of director, if such person has acted in good faith and in a manner reasonably believed by the individual to be in the best interests of the corporation, if the director was acting in an official capacity, and in all other cases that the individual’s conduct was at least not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe the individual’s conduct was unlawful or the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. The indemnity provisions under Section 490.851 do not apply (i) in the case of actions brought by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct set forth above or (ii) in connection with any proceedings with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director’s official capacity.

In addition, Section 490.852 of the IBCA provides mandatory indemnification of reasonable expenses incurred by a director who is wholly successful in defending any action in which the director was a party because the director is or was a director of the corporation. A director who is a party to a proceeding because the person is a director may also apply for court-ordered indemnification and advance of expenses under Section 490.854 of the IBCA.

Section 490.853 of the IBCA provides that a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because such person is a director if the director delivers the following to the corporation: (1) a written affirmation that the director has met the standard of conduct described above or that the proceeding involved conduct for which liability has been eliminated under the corporation’s articles of incorporation and (2) the director’s written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under Section 490.852 of the IBCA and it is ultimately determined that the director has not met the standard of conduct described above.

Under Section 490.856 of the IBCA, a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because such person is an officer, to the same extent as a director. In addition, if the person is an officer but not a director, further indemnification may be provided by the corporation’s articles of incorporation or bylaws, a resolution of the board of directors or by contract, except liability for (1) a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding and (2) conduct that constitutes receipt by the officer of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or the shareholders or an intentional violation of criminal law. Such indemnification is also available to an officer who is also a director if the basis on which the officer is made a party to a proceeding is an act taken or a failure to take action solely as an officer.

Our Amended and Restated Articles of Incorporation provide that our directors will not be liable to us or our shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the Registrant or the shareholders, (3) a violation of Section 490.833 of the IBCA or (4) an intentional violation of criminal law.

Our Amended and Restated Articles of Incorporation also provide that we indemnify each of our directors or officers for any action taken, or any failure to take any action, as a director or officer except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the Registrant or the shareholders, (3) a violation of Section 490.833 of the IBCA or (4) an intentional violation of criminal law. Additionally, the Registrant is required to exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law.

Our Bylaws also provide indemnification to our directors on the same terms as the indemnification provided in our Amended and Restated Articles of Incorporation. Our Bylaws also provide for advances of expenses to our directors and officers. The indemnification provisions of our Bylaws are not exclusive of any other right which any person seeking indemnification may have or acquire under any statute, our Amended and Restated of Incorporation or any agreement, vote of stockholders or disinterested directors or otherwise.

Section 490.857 of the IBCA provides that a corporation may purchase and maintain insurance on behalf of a person who is a director or officer of a corporation, or who, while a director or officer of a corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by that person in that capacity or arising from that person’s status as a director or officer, whether or not the corporation would have the power to indemnify or advance expenses to that person against the same liability under the IBCA. As permitted by and in accordance with Section 490.857 of the IBCA, we maintain insurance coverage for our officers and directors as well as insurance coverage to reimburse us for potential costs for indemnification of directors and officers.

Item 15.  Recent Sales of Unregistered Securities

None.

Item 16.  Exhibits.

Exhibit Item Number	Description	Incorporated by Reference to	Filed Herewith
1(i)	Amended and Restated Distribution Agreement dated as of January 7, 2016 between MEMBERS Life Insurance Company (“MLIC”) and CUNA Brokerage Services, Inc. (“CBSI”)		X
1(ii)(a)	Form of Selling and Services Agreement		X
1(ii)(b)	Addendum to Selling and Service Agreement for Electronic Signature Agreement dated August 27, 2020		X
1(iii)	Amended and Restated Distribution Agreement dated Exhibit A dated September 2018 between MEMBERS Life Insurance Company (“MLIC”) and CUNA Brokerage Services, Inc. (“CBSI”)		X
3(i)	Articles of Incorporation of MLIC		X
3(ii)	Bylaws of MLIC		X
4(i)	Form of Contact. (Form No. 2020-VAIL)		X
4(ii)	Form of Application. (Form No. 2020-VAILAPP)		X
4(iii)	Form of Application-Amendment. (Form No. 2020-VAILAPPAMEND)		X
4(iv)	Form of Data Page. (Form No. 2020-VAILDP)		X
4(v)	Form of Nursing Home or Hospital/ Terminal Illness Withdrawal Privilege Endorsement (Form No. 2020-WVRSCEND)		X
5	Legal Opinion		*
10(i)(a)	Amended and Restated Coinsurance and Modified Coinsurance Agreement between MLIC and CMFG Life Insurance Company (CMFG Life) dated January 1, 2019.		X
10(i)(a)(1)	Coinsurance Agreement dated August 19, 2019.		X
10(ii)(a)	Cost Sharing Agreement dated as of February 1, 2012		X
10(ii)(b)	Expense Sharing Agreement dated as of December 31, 2013		X
10(ii)(c)	Amended and Restated Expense Sharing Agreement dated as of January 1, 2015		X
10(ii)(d)	Amendment to Cost Sharing Agreement dated February 1, 2012		X
10(iii)(a)	Investment Advisory Agreement dated as of January 31, 2012		X
10(iii)(b)	Amendment to Investment Advisory Agreement dated January 15, 2014		X
10(iii)(c)	Amended and Restated Investment Advisory Agreement dated January 1, 2015		X
10(iv)(a)	CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement dated as of January 1, 2015		X

Exhibit Item Number	Description	Incorporated by Reference to	Filed Herewith
23(i)	Consent of Legal Counsel	See Exhibit 5	*
23(ii)	Consent of Independent Registered Public Accounting Firm		*
24	Powers of Attorney		X
101	Interactive Date Files		*

* to be filed by amendment

Item 17.  Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a Registration Statement relating to an offering, other than Registration Statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(B) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, MEMBERS Life Insurance Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Madison, and State of Wisconsin as of this 21 day of January, 2021.

MEMBERS Life Insurance Company
By:	/s/David L. Sweitzer
	David L. Sweitzer, President

*Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and as of the dates indicated.

Name	Title	Date
*	President and Director	January 21, 2021
David L. Sweitzer	(Principal Executive Officer)
*	Treasurer (Principal	January 21, 2021
Brian J. Borakove	Financial & Accounting Officer)
*	Director	January 21 2021
Michael F. Anderson
*	Director	January 21, 2021
Abigail R. Rodriguez
*	Director	January 21, 2021
William A. Karls
*	Director	January 21, 2021
Paul D. Barbato

*By:	/s/Jennifer Kraus-Florin
	Jennifer Kraus-Florin

* Pursuant to Power of Attorney dated January 21, 2021, herewith Powers of Attorney are filed as exhibits to this initial filing.

EX-1.I

Exhibit 1(i)

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR REGISTERED ANNUITY CONTRACTS

This Amended and Restated Distribution Agreement for Registered Annuity Contracts (the “Agreement”) is made effective as of January 7, 2016 by and between MEMBERS Life Insurance Company (“MLIC”), a stock life insurance company, and CUNA Brokerage Services, Inc. (“CBSI” and, with MLIC, the “Parties”), a registered broker-dealer.

WHEREAS, the Parties wish to amend and restate their existing Amended and Restated Distribution Agreement, amended most recently on September 9, 2013 (the “Prior Agreement”) and replace it with this Agreement.

NOW, THEREFORE, for good and valuable considerations, the Parties agree as follows:

1. Appointment. MLIC appoints CBSI to be an underwriter and distributor for MLIC’s annuity contracts that might be offered from time to time, including both variable annuity contracts and registered modified annuity contracts, which require distribution under the auspices of a registered broker-dealer (together, the “Registered Annuity Products”).

2. Duties of CBSI.

a. Registration Under the 1934 Act. CBSI is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) and has secured and will maintain authorizations, licenses, qualifications, and permits necessary to perform its obligations under this Agreement in those states requested by MLIC.

b. Membership in the Financial Industry Regulatory Authority. CBSI currently holds and shall maintain a membership in the Financial Industry Regulatory Authority (“FINRA”).

c. Responsibility for Distribution of Registered Annuity Products. CBSI shall be responsible for entering into Selling Agreements with independent Broker Dealers for distribution of the Registered Annuity Products. In this capacity CBSI shall be responsible for determining if the independent broker dealers are interested in distributing the products, are qualified to distribute the products, are financially responsible and have adequate supervisory systems to manage appropriate sales of the products. The independent Broker Dealers contracted by CBSI shall be responsible for reviewing the suitability of sales by their representatives, training their representatives and seeing that all sales are made in compliance with applicable laws and regulations. CBSI shall also be allowed to engage in retail sales of the products and shall be responsible for its registered representatives activities when they are engaged in retail sales activities.

d. Responsibility for Securities Activities of Persons Engaged in Distribution..
CBSI shall be responsible for the securities activities of all persons who are engaged directly or indirectly in the distribution operations for the Registered Annuity Products, including but not limited to training, supervision, and control as contemplated under appropriate provisions of the 1934 Act and regulations thereunder and by the rules of FINRA. All persons directly or indirectly involved in such activities relating to the Registered Annuity Products shall be registered representatives or registered principals of CBSI as appropriate to their activities. Also, each registered representative selling the Registered Annuity Products and at least one registered principal shall be properly licensed as an insurance agent of MLIC.

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Further, CBSI represents and warrants that during the term of this Agreement, it will maintain and implement (a) policies and procedures designed to comply with all applicable rules of FINRA, including but not limited to rules relating to suitability of annuity recommendations, (b) a training program for its registered representatives designed to ensure that such persons gather information concerning a customer’s financial status, tax status, investment objective and other relevant information prior to recommending the purchase or exchange of an annuity contract and (c) a reasonable system of sales supervision designed to achieve compliance with the rules of FINRA. CBSI agrees to provide a report to MLIC upon request, certifying that CBSI is in compliance with items (a) through (c) above. Each such report shall be certified by a senior manager of CBSI who has responsibility for items (a) through (c). CBSI understands and acknowledges that MLIC may conduct an inspection and/or audit of CBSI on a periodic basis to ensure compliance with items (a) through (c) above, and CBSI agrees to make reasonable accommodation to MLIC to enable MLIC to inspect documents directly related to the sale and suitability of any Registered Annuity Product, which documents CBSI shall be responsible for maintaining.

e. Appointment of Registered Persons and Maintenance of Personnel Records. CBSI shall have the authority and responsibility for the appointment and registration of those persons who will be registered representatives and registered principals. CBSI shall direct the maintenance of all personnel records of such persons.

f. Maintenance of Net Capital. CBSI shall maintain required net capital at levels which will comply with maximum aggregate indebtedness provisions under the provisions of the 1934 Act, any regulation thereunder, and any FINRA rules

g. Required Reports. CBSI shall have the responsibility for preparation and submission of any reports or other materials required by any regulatory authority having proper jurisdiction.

h. Limitations on Authority. CBSI is not authorized to give any information or to make any representations concerning the Registered Annuity Products of MLIC other than the statements contained in the current registration statement filed with the Securities and Exchange Commission or such sales literature as may be authorized by MLIC.

3. Duties of MLIC.

a. Maintenance of Accounting Records. Except as set forth above, MLIC shall maintain and hold, on behalf of and as agent for CBSI, those records pertaining to Registered Annuity Products required to be maintained and preserved by the 1934 Act, any regulations thereunder, and any applicable FINRA rules. All such books and records are, and shall at all times remain, the property of CBSI and shall at all times be subject to inspection by duly authorized officers, auditors, and representatives of CBSI and by the Securities and Exchange Commission, FINRA, and other regulatory authorities having proper jurisdiction.

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b. Confirmation of Transactions. On behalf of CBSI and acting as agent for CBSI, MLIC shall confirm all transactions required to be confirmed in the form and manner required by the 1934 Act, any regulations thereunder, and any FINRA rules.

c. Furnishing Materials. MLIC shall furnish to CBSI copies of prospectuses, financial statements and other documents which CBSI reasonably requests for use in connection with the solicitation, sale and distribution of the Registered Annuity Products.

4. Compensation. As compensation for services to be performed pursuant to this Agreement, MLIC shall pay CBSI the amounts specified in Exhibit A in the manner set forth in such Exhibit.

5. Term and Termination. This Agreement shall commence on the Effective Date and shall continue for an indefinite period. This Agreement may be terminated at any time by either party upon written notice to the other stating the date when such termination shall be effective, provided that this Agreement may not be terminated or modified by either party if the effect would be to put CBSI out of compliance with the “net-capital” requirements of the 1934 Act. Default of any kind shall not have the effect of terminating this Agreement. Notice of termination shall be provided to the Iowa Commissioner of Insurance.

6. Oversight; Annual Review. MLIC shall maintain oversight for the actions taken by CBSI hereunder. At least annually, the Parties hereto shall review the provision of goods and services hereunder to ensure that they have been provided in an acceptable manner.

7. Miscellaneous.

a. Other Agreements. This Agreement supersedes any and all agreements, including the Prior Agreement, previously made by the parties relating to the subject matter hereof, and there are no understandings or agreements other than those incorporated in this Agreement; provided, however, the Parties shall cooperate to create any necessary audit documentation regarding the amounts paid under this Agreement, and any previous such documentation shall not be superseded by this Agreement.

b. Books and Records.

i. Ownership of Records. Except as otherwise set forth herein, all business records and reports, studies, documents and other information generated pursuant to or relating to this Agreement or the goods and services provided hereunder (the “Records”) are and shall remain the property of the Party that created them.

ii. Access to Records. Each Party shall make reasonably available to the other Party, their agents, attorneys and accountants, at all times during normal business hours, all applicable Records owned by it under subsection (b)(i). Each Party shall promptly respond to any questions from the other Party with respect to applicable Records and shall confer with one another at all reasonable times, upon request, concerning this Agreement and the Parties’ applicable operations.

iii. Insurers’ Books and Records. Notwithstanding the foregoing, any books and records that are required, by applicable law, to be the property of a Party that is an insurance company shall be the property of that insurance company.

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iv. Other. Payments to and on behalf of each Party shall be properly reflected on the books and records of each Party, so as to be in compliance with applicable law and regulation.

c. Indemnification. Each Party (the “Indemnitor”) will indemnify the other Party (an “Indemnitee”) and the Indemnitee’s directors, shareholders, officers, agents and employees and hold each of them harmless from and against any losses, damages, judgments and other costs, fees and expenses, including reasonable attorneys’ fees, resulting from any breach by the Indemnitor of this Agreement or from the gross negligence, fraud or willful misconduct of employees and permissible contractors and agents of the Indemnitor.

d. No Advancements. Except as explicitly contemplated by this Agreement, no Party shall make any advancement to the other Party hereunder. In no event may a Party hereunder make any advancements to the other Party, except to pay for services provided hereunder.

e. Receivership of a Party. If a Party is placed in receivership or seized by an insurance commissioner or department, then (a) all rights of such Party shall extend to the appropriate insurance commissioner, receiver and/or insurance department and (b) all Records shall be made available to the insurance commissioner, receiver and/or insurance department and shall be turned over to the insurance commissioner, receiver and/or insurance department immediately upon request. If any Party is placed in receivership or seized by an insurance commissioner or department, then the other Parties shall continue to maintain any systems, programs and other infrastructure used or useful to provide the goods and services pursuant to this Agreement so long as such Party is receiving timely payments required by this Agreement.

f. Funds and Invested Assets. All funds and invested assets of a Party shall remain the exclusive property of such Party, and shall remain subject to the control of such Party.

g. Governing Law. This Agreement shall be governed by the laws of the State of Iowa.

IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused this Agreement to be executed on behalf of their respective companies.

MEMBERS Life Insurance Company	CUNA Brokerage Services Inc.
/s/Jeffrey Bosco	/s/David M. Foster

By: Jeffrey Bosco By: David M. Foster

Title: President and CEO Title: President

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Exhibit A

1 . MLIC shall pay to CBSI the same level dealer concession which it pays to independent broker dealers (broker dealers that are not affiliates of MEMBERS Life or CMFG Life) for sales of the Registered Annuity products. The dealer’s concession for retail sales shall be in an amount that does not exceed that rate described in the Registration Statement for the Registered Annuity Product or an amount which is the actuarial equivalent of the rate described in the Registration Statement.

2. CBSI shall pay to its registered representatives and to other broker dealers the compensation specified in the various agreements between the parties for products sold by such registered representatives on behalf of MLIC. MLIC may also choose to pay compensation to independent broker dealers and their representatives directly rather than through CBSI.

All fee payments shall be due within 30 days of presentment in good order. Presentment shall occur monthly or at other times agreed upon by the Parties, but in no event less frequently than quarterly.

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EX-1.IIA

Exhibit 1(ii)(a)

SELLING AND SERVICES AGREEMENT

FOR

INSURANCE AND ANNUITY (FIXED AND VARIABLE) PRODUCTS

This sElLING and serviceS Agreement (this “Agreement”) is entered into as of __________, 20___ (the “Effective Date”) by and between CMFG Life Insurance Company, an Iowa insurance company, MEMBERS Life Insurance Company, an Iowa insurance company (together, “CUNA Mutual”), CUNA Brokerage Services, Inc., a Wisconsin corporation (“CUNA Brokerage”) and [____________________], a [___________] corporation, (“General Agent” and “Broker Dealer”) with an address of [__________________________________].

WHEREAS, CUNA Mutual has the requisite authority to provide certain fixed insurance policies and annuity contracts and variable life insurance policies and annuity contracts, some of which are securities under the Securities Act of 1933, as amended;

WHEREAS, CUNA Mutual has appointed CUNA Brokerage, a registered broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority (“FINRA”), as the principal underwriter and distributor of its variable life insurance policies and annuity contracts;

WHEREAS, General Agent or Broker-Dealer, as the case may be, has the requisite authority to solicit, sell and service fixed insurance policies and annuity contracts and variable life insurance policies and annuity contracts contemplated under this Agreement and Broker-Dealer is a registered broker-dealer with the SEC under the 1934 Act and a member of FINRA; and

WHEREAS, CUNA Mutual and CUNA Brokerage desire to appoint and authorize, on a non-exclusive basis, General Agent and Broker-Dealer to solicit, sell and service certain fixed insurance policies and annuity contracts and variable life insurance policies and annuity contracts (hereinafter collectively referred to as the “Products”), which are more fully described in the Products and Compensation Schedule (the “Schedule”) attached hereto and incorporated herein, and to have General Agent and Broker-Dealer provide certain administrative services as described in this Agreement for purposes of soliciting, selling and servicing the Products; and General Agent and Broker-Dealer desire to accept such appointment and authorization pursuant to this Agreement. In the event General Agent and Broker-Dealer are the same entity, the term “General Agent” in this Agreement shall refer to Broker-Dealer, which shall undertake all the obligations and privileges of General Agent pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises made herein, the parties hereto agree as follows:

1.            Purpose of Agreement. The principal purpose of this Agreement is to set forth a selling and service arrangement whereby CUNA Mutual and CUNA Brokerage will provide the Products and appoint and authorize, on a non-exclusive basis, General Agent and Broker-Dealer, and through General Agent’s and Broker-Dealer’s registered representatives (“Representatives”) who are also licensed to sell insurance in appropriate jurisdictions and who are appointed by CUNA Mutual to sell the Products, accept such appointment and authorization and will solicit, sell and service the Products hereunder. Further, General Agent and Broker-Dealer will provide certain administrative services pursuant to this Agreement for the purposes of soliciting, selling and servicing the Products.

2.            Roles and Responsibilities of CUNA Mutual and CUNA Brokerage.

2.1       The Products. The Products issued by CUNA Mutual are described on the Schedule. The attached Schedule may be amended from time-to-time by CUNA Mutual. Prior versions of Products are included for servicing under this Agreement for prior customers by Representatives who are now appointed as agents of CUNA Mutual through General Agent under this Agreement. Any customer records and files relating to prior versions of the Products shall be retained by the appropriate Representatives or by General Agent or Broker-Dealer and shall be subject to the confidentiality provisions of Section 5 and record maintenance provisions of Subsection 3.15 of this Agreement. Upon issuance of the Products pursuant to this Agreement, CUNA Mutual will transmit Products to General Agent or Broker-Dealer for delivery to policyholders according to procedures set up by CUNA Mutual, unless CUNA Mutual has provided otherwise. CUNA Mutual, in its sole discretion and without notice to Broker-Dealer, may suspend sales of any of the Products or may amend the Products if, in CUNA Mutual’s opinion, such suspension or amendment is: (a) necessary for compliance with federal, state, or local laws, regulations, or administrative orders; or (b) necessary to prevent administrative or financial hardship to CUNA Mutual. In all other situations, CUNA Mutual shall provide reasonable notice, as practicable, to Broker-Dealer prior to suspending sales of any of the Products or amending the Products.

2.2.      Appointment of General Agent and Authorization of Broker-Dealer. CUNA Mutual hereby appoints and CUNA Brokerage hereby authorizes General Agent and Broker-Dealer to solicit, sell and service the Products through its Representatives. General Agent and Broker-Dealer shall be responsible for any appointment or renewal fees.

2.3       Prospectuses. CUNA Mutual and CUNA Brokerage, at their own expense, will provide Broker-Dealer with prospectuses and supplements thereto relating to the Products, and such other materials as CUNA Mutual or CUNA Brokerage, in its sole discretion, deems necessary or appropriate for use in connection with the issuance and sale of the Products. Upon termination of this Agreement or upon request by CUNA Mutual or CUNA Brokerage, Broker-Dealer shall promptly return all such prospectuses, supplements and other materials to CUNA Mutual or CUNA Brokerage free from any claim or retention rights by Broker-Dealer.

2.4       Sales and Promotion Material. CUNA Mutual and CUNA Brokerage, at their expense and as deemed necessary at their discretion, may provide sales and promotion materials relating to the Products for use by General Agent and Broker-Dealer. Upon termination of this Agreement, General Agent and Broker-Dealer shall promptly return or destroy all such sales and promotion materials and advertising relating to the Products to CUNA Mutual or CUNA Brokerage pursuant to Subsection 7.3 hereof.

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2.5      Compensation.

(a)       CUNA Mutual or CUNA Brokerage shall pay “Compensation,” as more fully described in the Schedule, semi-monthly to General Agent and/or Broker-Dealer based upon the Products sold by General Agent and/or Broker-Dealer during the term of this Agreement. CUNA Mutual and CUNA Brokerage reserve the right, upon at least thirty (30) days prior written notice to General Agent and Broker-Dealer, to change the Compensation on the Schedule. Any such change shall constitute an amendment to the Schedule and shall apply to Compensation due on applications of the Products received by CUNA Mutual after the effective date of such amendment. Notwithstanding the foregoing, in the event General Agent or Broker-Dealer or any Representative of General Agent or Broker-Dealer shall at any time induce or endeavor to induce any policyholders to relinquish the Products, except under circumstances where there is reasonable grounds for believing that a particular policy or contract is not suitable for a customer, any and all Compensation due General Agent and Broker-Dealer hereunder shall cease and terminate. Except as expressly set forth herein and the Schedule, no compensation other than that shown on the Schedule shall be paid or payable by CUNA Mutual or CUNA Brokerage to General Agent or Broker-Dealer in connection with the offer and sale of the Products.

(b)       General Agent, CUNA Mutual and CUNA Brokerage acknowledge and agree that certain Representatives, acting as agents of General Agent under this Agreement, may elect to be paid by CUNA Mutual directly for fixed annuity products described on the Schedule attached hereto. Such agents will be acting as independent agents under a separate independent agent agreement executed between CUNA Mutual and said agents.

2.6      Legal Compliance. CUNA Mutual and CUNA Brokerage will comply in all material respects with all applicable insurance and securities laws and rules and regulations thereunder, including the rules and regulations of federal and state authorities and self-regulatory organizations that have jurisdiction over their activities described in this Agreement.

3.           Roles and Responsibilities of General Agent and Broker-Dealer.

3.1      Insurance Licensing. At all times while performing obligations under this Agreement and at its own expense, General Agent, and General Agent’s Representatives, shall be validly licensed, including fees related to license issue, transfer and termination, as an insurance agency in the states and other local jurisdictions that require such licensing or registration in connection with General Agent’s fixed and variable insurance sales activities, or shall maintain a validly licensed insurance agency subsidiary in those states, if any, in which General Agent cannot obtain a corporate agent’s license.

3.2      Securities Registration. At all times while Broker-Dealer is performing its obligations under this Agreement, Broker-Dealer, at its own expense, shall be responsible for all fees, including registration and examination fees, necessary in order to be registered as a securities broker with the SEC and FINRA and shall generally maintain all licenses, registrations and such other qualifications as may be necessary or required by applicable federal and state laws, regulations or requirements of any self-regulating organization with respect to its activities hereunder.

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3.3       Representatives. General Agent shall have sole responsibility for the training, supervision and compliance with applicable insurance laws and regulations relating to Representatives who are engaged directly or indirectly in soliciting, selling and servicing of the Products. All such persons shall be subject to the control of Broker-Dealer with respect to such persons’ securities regulated activities in connection with the Products, including, but not limited to, training and compliance with applicable federal and state laws and regulations and compliance with any supervisory responsibilities pursuant to applicable FINRA rules. General Agent and Broker-Dealer shall be responsible for the selection of Representatives with the requisite insurance licenses and securities registration under applicable federal, state, and local laws, rules or regulations in order to engage in soliciting, selling and servicing the Products. General Agent and Broker-Dealer will cause such Representatives to be trained in the selling of the Products to ensure Representatives have thorough knowledge of the Products and the ability to make appropriate product presentations and suitability determinations in compliance with applicable law. Furthermore, General Agent and Broker-Dealer will ensure Representatives are licensed and registered representatives of General Agent or Broker-Dealer, as the case may be, and meet any other requirements or conditions of this Agreement before such Representatives engage in the solicitation of applications for the Products, and General Agent and Broker-Dealer will ensure that such Representatives maintain such licenses and registrations in accordance with applicable laws and regulations. General Agent and Broker Dealer will be responsible for all insurance and licensing fees for Representatives. Further, General Agent and Broker-Dealer will cause such Representatives to limit solicitation of applications for the Products to jurisdictions where CUNA Mutual or CUNA Brokerage has approved or authorized such solicitation. General Agent and Broker-Dealer will cause such Representatives to comply with all applicable administrative procedures of CUNA Mutual, including without limitation, any Code of Conduct and/or Compliance Manual published by CUNA Mutual and provided to General Agent and Broker-Dealer. Representatives’ qualifications shall be certified to the satisfaction of CUNA Mutual and CUNA Brokerage, and General Agent or Broker-Dealer, as the case may be, shall notify CUNA Mutual and CUNA Brokerage if any Representative ceases to be a registered representative of Broker-Dealer or ceases to maintain the proper licensing required for selling the Products and will act to terminate the sales activities of such Representative relating to the Products.

3.4       Appointment of Representatives. General Agent shall assist CUNA Mutual in the appointment of Representatives under the applicable insurance laws to sell the Products. General Agent agrees to fulfill all requirements set forth in the General Letter of Recommendation, attached hereto as Exhibit A and fully incorporated herein, in conjunction with the submission of licensing/appointment papers for all applicants as insurance agents of CUNA Mutual. All such licensing/appointment papers should be submitted to CUNA Mutual or its duly appointed agent by General Agent. Notwithstanding such submission, CUNA Mutual shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Representative as an insurance agent of CUNA Mutual.

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3.5      Representatives’ Insurance Compliance. Prior to allowing Representatives to solicit, sell or service the Products, General Agent shall require Representatives to be validly insurance licensed, registered and appointed by CUNA Mutual as an agent in accordance with the jurisdictional requirements of the place where the solicitations, sales or service take place as well as the solicited person’s or entity’s place of residence.

3.6      Compliance with FINRA Rules of Conduct and Federal and State Securities and Insurance Laws.

(a)        Broker-Dealer shall fully comply and shall cause Representatives to fully comply with the requirements of FINRA and of the 1934 Act and all other applicable securities and insurance federal, state or local laws, rules and regulations. Further, General Agent and Broker-Dealer will establish rules and procedures as may be necessary consistent with applicable laws and regulations to provide diligent supervision of the securities and insurance sales activities of Representatives. Upon request by CUNA Mutual or CUNA Brokerage, General Agent and Broker-Dealer shall promptly furnish any records deemed necessary to establish such diligent supervision.

(b)       Broker-Dealer represents and warrants that during the term of this Agreement, it will maintain and implement: i) policies and procedures designed to comply with all applicable rules of FINRA, including but not limited to rules relating to suitability of variable annuity and variable universal life recommendations; ii) a training program for Representatives designed to ensure that Representatives gather information concerning a customer’s financial status, tax status, investment objective and other relevant information prior to recommending the purchase or exchange of a variable annuity or variable universal life contract; and iii) a reasonable system of sales supervision designed to achieve compliance with FINRA rules. Upon request by CUNA Mutual, Broker-Dealer agrees to complete an annual suitability review certification and to provide a report to CUNA Mutual certifying that Broker-Dealer is in compliance with the said activities listed above. Such reports shall be certified by a senior manager of Broker-Dealer who has responsibility for such activities. Broker-Dealer acknowledges and agrees that CUNA Mutual and/or CUNA Brokerage may conduct an inspection and/or audit of Broker-Dealer on a periodic basis to ensure compliance with the stated activities above, and Broker-Dealer agrees to make reasonable accommodation to CUNA Mutual to enable CUNA Mutual to inspect documents and records Broker-Dealer is responsible to maintain that are directly related to the sale and suitability of any CUNA Mutual variable annuity and variable universal life products.

3.7       Compliance with Administrative Procedures. General Agent and Broker-Dealer shall fully comply and shall cause Representatives to fully comply with the administrative procedures of CUNA Mutual relating to the Products and the policies and procedures adopted by CUNA Mutual relating to privacy, agent conduct and similar matters to the extent such policies and procedures are applicable to the soliciting, sale and servicing of the Products, as those administrative procedures and other policies and procedures are now in effect or may be amended or established in the future by CUNA Mutual in its sole discretion and communicated to General Agent and Broker-Dealer, as appropriate.

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3.8       Compliance With Prospectuses. General Agent and Broker-Dealer shall comply with the terms of any prospectus (and supplements thereto) for a Product. Without limiting the generality of the foregoing, General Agent and Broker-Dealer shall offer the Products only at the public offering price disclosed in the prospectus. In this regard, General Agent and Broker-Dealer agree that Broker-Dealer shall be responsible for determining if, and calculating the amount of, any waiver or reduction in sales charges is applicable to any prospective purchaser of a Product and indicating such information on the application for the Product. In addition, without limiting the generality of the foregoing, General Agent and Broker-Dealer understand and acknowledge that the Products are not suitable for offer or sale in connection with any so-called “market-timing” program, plan, arrangement or service of General Agent or Broker-Dealer or any Representative. General Agent and Broker-Dealer shall not knowingly solicit, offer, or sell Products for use in connection with any so-called “market-timing” program, plan, arrangement or service and shall provide reasonable assistance to CUNA Mutual and CUNA Brokerage in preventing the Products from being used for “market-timing” activity.

3.9       Delivery of Prospectuses and Use of Sales Materials. Broker-Dealer agrees to deliver prospectuses, prospectus supplements, and other sales and promotion materials for the Products to purchasers and prospective purchasers of the Products in a timely manner and in accordance with all applicable laws and regulations. General Agent, Broker-Dealer and their agents shall not use any sales and promotion materials or any advertisements that they may create relating to the Products, CUNA Mutual or CUNA Brokerage, unless CUNA Mutual or CUNA Brokerage approve such materials and advertisements in writing prior to use. However, this limitation shall not prevent General Agent and Broker-Dealer from advertising insurance products in general, provided such advertising does not reference the Products, CUNA Mutual, CUNA Brokerage, or any affiliated person of CUNA Mutual or CUNA Brokerage.

3.10     Notice of Representative’s Noncompliance. In the event a Representative fails or refuses to submit to supervision of General Agent and Broker-Dealer, ceases to be a registered representative of Broker-Dealer or otherwise fails to meet the rules and standards imposed by General Agent and Broker-Dealer on Representatives, General Agent and Broker-Dealer, as the case may be, shall immediately advise CUNA Mutual and CUNA Brokerage of this fact and shall immediately notify such Representative that s/he is no longer authorized to sell the Products. General Agent or Broker-Dealer shall take whatever additional action may be necessary to terminate the selling and service activities of such Representative relating to the Products, which shall include, but not be limited to, acquiring all the customer records and files of the Representative relating to the Products. General Agent and Broker-Dealer agree to retain such customer records as required by applicable federal or state laws and regulations and to provide access to such records as CUNA Mutual or CUNA Brokerage may reasonably request.

3.11     Compensation to Representatives. CUNA Mutual or CUNA Brokerage shall pay Compensation to General Agent and Broker-Dealer pursuant to the Schedule. General Agent and Broker-Dealer will be solely responsible for any compensation payable to Representatives or any other persons associated with General Agent and Broker-Dealer relating to the Products hereunder in accordance with applicable laws and regulations. Except as necessary to meet legal requirements or subject to the provisions as set forth in Subsection 2.5(b) of this Agreement, CUNA Mutual or CUNA Brokerage will not be responsible for any compensation payable to Representatives or agents of General Agent and Broker-Dealer.

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3.12       Handling of Applications. CUNA Mutual shall supply Product application forms for General Agent’s and Broker-Dealer’s use. All payments collected by General Agent or Broker-Dealer or Representatives of General Agent and Broker-Dealer will be promptly remitted in full, along with such application forms and any other required documentation, directly to CUNA Mutual at the address indicated on such application or to such other address as CUNA Mutual designates in writing. General Agent and Broker-Dealer are responsible for reviewing all such applications for completeness and correctness, as well as compliance with suitability standards of all applicable federal and state laws, rules and regulations and SEC and FINRA requirements. Payments for the Products shall be made by check, bank wire transfer or other forms of payment deemed acceptable by CUNA Mutual and allowable under applicable laws or regulations and shall be drawn to the order of “MEMBERS Life Insurance Company” or “CMFG Life Insurance Company.” General Agent and Broker-Dealer do not have any authority to deposit or endorse checks payable to CUNA Mutual without the prior written approval of CUNA Mutual. All applications are subject to acceptance or rejection by CUNA Mutual in its sole discretion. CUNA Mutual may require that any medical examination made in conjunction with an application for a Product be made by a medical examiner approved by CUNA Mutual and CUNA Mutual shall pay only those fees in connection with medical examinations that have been expressly authorized by it. All records or information obtained hereunder by General Agent or Broker-Dealer shall not be disclosed or used except as expressly authorized herein and pursuant to Section 5 hereof, and General Agent and Broker-Dealer will keep confidential such records and information, which will only be disclosed as authorized or if expressly required by federal or state regulatory authorities. General Agent and Broker-Dealer, in submitting applications for the Products, will be deemed to have warranted to CUNA Mutual and CUNA Brokerage that General Agent or Broker-Dealer, as the case may be, has made a determination of suitability based on information concerning the prospective purchaser’s insurance and investment objectives, risk tolerance, need for liquidity, and financial and insurance situation and needs, or on such other factors that General Agent or Broker-Dealer deems to be appropriate under the circumstances and in compliance with applicable laws and regulations. General Agent and Broker-Dealer will not, directly or indirectly, expend or contract for the expenditure of any funds of CUNA Mutual or CUNA Brokerage and CUNA Mutual and CUNA Brokerage will not be obligated to pay any expense incurred by General Agent or Broker-Dealer in the performance of this Agreement, unless otherwise provided for in this Agreement or agreed to in advance in writing by CUNA Mutual or CUNA Brokerage.

3.13       Transmission and Ownership of Money for Products. All money received by General Agent and Broker-Dealer or Representatives or agents of General Agent and Broker-Dealer in connection with the Products, whether as premium or otherwise, and whether paid by or on behalf of any policyholder, contract owner or anyone else having an interest in the Products, is the property of CUNA Mutual, shall be held in a separate account and shall be transmitted promptly in accordance with the administrative procedures of CUNA Mutual without any deduction or offset for any reason, including but not limited to, any deduction or offset for Compensation claimed by General Agent or Broker-Dealer.

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3.14       Delivery of Products. Upon issuance of the Products by CUNA Mutual pursuant to this Agreement, CUNA Mutual will transmit Products to purchasers, as long as the representative or agent of General Agent and/or Broker Dealer indicates on each application that CUNA Mutual is requested to deliver said transmission to the purchaser, all in accordance with procedures established by CUNA Mutual, unless CUNA Mutual has provided otherwise. CUNA Mutual will transmit a copy of the data page to Representatives of General Agent or Broker-Dealer upon issuance of the Products.

3.15       Books, Accounts and Records. General Agent and Broker-Dealer will maintain all books, accounts, and records as required by applicable laws and regulations. The books, accounts and records of General Agent and Broker-Dealer shall be kept in good order and clearly and accurately disclose the nature and details of transactions relating to the Products and General Agent’s and Broker-Dealer’s activities related thereto. General Agent and Broker-Dealer shall keep confidential all information obtained pursuant to this Agreement, including, but not limited to, names of policyholders, and shall disclose such information only if CUNA Mutual or CUNA Brokerage has authorized such disclosure in writing, or if such disclosure is expressly required by applicable federal or state authorities. CUNA Mutual and CUNA Brokerage shall have prompt and full access to all books, accounts and records of General Agent and Broker-Dealer pertaining to the Products. General Agent and Broker-Dealer agrees to permit CUNA Mutual and CUNA Brokerage representatives to enter into all areas of the General Agent’s and Broker-Dealer’s business related hereto for the purpose of conducting inspections and General Agent and Broker-Dealer shall fully cooperate with such representatives during such inspections by rendering assistance as CUNA Mutual and CUNA Brokerage may reasonably request. Upon notice from CUNA Mutual or CUNA Brokerage, and without limiting other rights of CUNA Mutual and CUNA Brokerage under this Agreement, General Agent and Broker-Dealer shall take certain steps as may be necessary to correct any deficiencies detected during such inspections. Each party hereto agrees to promptly furnish any reports and information which a party hereto may request in order to meet its reporting and record keeping obligations under the state insurance laws and the federal and state securities laws or rules of FINRA and to provide such books and records to the regulatory and administrative agencies which have jurisdiction over CUNA Mutual or CUNA Brokerage.

3.16       Customer File and Record Retention. For a period of six (6) years from the termination date of this Agreement, General Agent and Broker-Dealer agree (a) to permit CUNA Brokerage or CUNA Mutual access to inspect and copy, during normal business hours, books and records, including but not limited to customer files relating to the Products under this Agreement that are specifically required to be maintained by the rules and regulations promulgated by the SEC, FINRA, or any other federal or state regulatory agency with jurisdiction over CUNA Brokerage, CUNA Mutual, Broker-Dealer or General Agent in connection with an audit or investigation, including any such files as may have been requested by such regulatory agencies (“Required Files) and (b) to maintain such Required Files in the form originally received. In addition, this information will be made available to CUNA Brokerage or CUNA Mutual in the event an individual customer complaint or class action is submitted relating to activity between customer and CUNA Brokerage or CUNA Mutual so that CUNA Brokerage or CUNA Mutual, as the case may be, may respond to such complaint. This information will be provided immediately to CUNA Brokerage or CUNA Mutual for such inspections and proof of the regulatory request and/or customer complaint. Within ninety (90) days following termination, General Agent and Broker-Dealer shall deliver to CUNA Brokerage or CUNA Mutual the following materials maintained by General Agent and Broker-Dealer or Representatives: sales and promotion material, correspondence, customer communications, including all communications relating to customer complaints, and records relating to inspections conducted by any regulatory agency or by personnel of CUNA Brokerage or CUNA Mutual. This Subsection 3.16 shall survive termination of this Agreement.

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3.17       Notification of Disciplinary Proceedings and Customer Complaints. General Agent and Broker-Dealer shall promptly notify CUNA Mutual and CUNA Brokerage of any disciplinary proceedings or customer complaints against General Agent or Broker-Dealer, or any Representatives or agents of General Agent and Broker-Dealer relating to the Products or any threatened or filed arbitration action or civil litigation arising out of the solicitation, sale or service of the Products. General Agent and Broker-Dealer shall fully and promptly cooperate with CUNA Mutual and CUNA Brokerage in investigating and responding to any customer complaint, attorney demand, or inquiry received from state insurance departments or other regulatory agencies or legislative bodies, and in any settlement or trial of any actions arising out of the conduct of business under this Agreement. No response by General Agent or Broker-Dealer to an individual customer complaint involving a Product will be sent until it has been approved by CUNA Mutual or CUNA Brokerage. Any response by General Agent or Broker-Dealer to an individual customer complaint will be sent to CUNA Mutual and CUNA Brokerage for approval not less than five (5) business days prior to it being sent to the customer, except if a more prompt response is required, the proposed response may be communicated by telephone, electronically, via facsimile or in person.

3.18       Fidelity Bond and Errors and Omissions Insurance Coverages. General Agent/Broker-Dealer agrees that all directors, officers, employees and Representatives of General Agent/Broker-Dealer shall be covered by a blanket fidelity bond/crime insurance policy issued by a reputable bonding company with a limit of not less than five hundred thousand dollars ($500,000) each occurrence for loss of money, securities or property sustained by CUNA Mutual or CUNA Brokerage resulting from theft or forgery committed by General Agent/Broker-Dealer or Representatives.  General Agent/Broker-Dealer further agrees to obtain and maintain errors and omissions insurance in an amount of at least two million dollars ($2,000,000) each claim with a two million dollar ($2,000,000) annual aggregate during the term of this Agreement for General Agent/Broker-Dealer and Representatives. All said coverages above shall be maintained by General Agent/Broker-Dealer at General Agent/Broker-Dealer’s expense. CUNA Mutual may require evidence that all such coverages above are in force and are satisfactory, and Broker Dealer shall give prompt written notice to CUNA Mutual of any notice of cancellation or change of the coverages. General Agent/Broker-Dealer shall be solely responsible for responding to customers and filing claims as may be necessary under this Agreement and General Agent/Broker-Dealer is responsible for any out-of-pocket expenses related to such claims.  General Agent/Broker-Dealer hereby assigns to CUNA Mutual or CUNA Brokerage, as the case may be, any proceeds received from the insurance companies to the extent CUNA Mutual’s or CUNA Brokerage’s loss is due to activities covered by said policies. If there is any deficiency amount, whether due to a deductible or otherwise, General Agent/Broker-Dealer shall promptly pay CUNA Mutual or CUNA Brokerage such amount on demand, and General Agent/Broker-Dealer hereby indemnifies and holds CUNA Mutual and CUNA Broker harmless from any such deficiency and from the costs of collection thereof, including reasonable legal fees.

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3.19       Prohibited Acts. Nothing in this Agreement shall be construed as giving General Agent and Broker-Dealer the right to incur any indebtedness or make contracts on behalf of CUNA Mutual or CUNA Brokerage. General Agent and Broker-Dealer are not authorized to: discharge, waive any forfeitures under or extend the time for making payment for the Products; waive or modify any terms, conditions, or limitations of any policy or contract; pay any premium or other payment on behalf of an purchaser of the Products; or enter into any court or regulatory proceeding in the name of or on behalf of CUNA Mutual or CUNA Brokerage. General Agent and Broker-Dealer hereby authorize CUNA Mutual and CUNA Brokerage to set off liabilities of General Agent or Broker-Dealer, as the case may be, to CUNA Mutual and CUNA Brokerage against any and all amounts otherwise payable to General Agent or Broker-Dealer by CUNA Mutual or CUNA Brokerage.

4.            Right of Rejection. General Agent, Broker-Dealer, CUNA Brokerage and/or CUNA Mutual each in their sole discretion, may reject any applications or payments remitted by Representatives through the General Agent or Broker-Dealer and may refund an applicant’s payments to the applicant. Likewise, CUNA Mutual and CUNA Brokerage may, at any time for any reason, reject any order from Product owner (whether transmitted by or through General Agent or Broker-Dealer or otherwise) to transfer contract value from one investment option under a Product to another. In the event such refunds are made and if General Agent or Broker-Dealer has received Compensation based on an applicant’s payment that is refunded, General Agent or Broker-Dealer shall promptly repay such Compensation to CUNA Mutual. If repayment is not promptly made, CUNA Mutual may, at its sole option, deduct any amounts due to General Agent or Broker-Dealer from future Compensation otherwise payable to General Agent or Broker-Dealer. This Section 4 shall survive termination of this Agreement.

5.            Sharing of Customer Information. The parties acknowledge and agree that it may be necessary for the parties to share nonpublic personal information and other customer information (“Customer Information”) with each other in order for each party to meet their obligations under this Agreement. With respect to the sharing, use and protection of Customer Information, the parties agree to the following:

5.1       Confidentiality and Restrictions on Redisclosure of Customer Information. Each party agrees to hold in strict confidence Customer Information obtained from another party during the term of this Agreement and any existing Customer Information received or obtained prior to this Agreement. Each party agrees not to disclose Customer Information, in any form or medium, to any affiliated or nonaffiliated person, firm or corporation except as necessary to perform services under this Agreement or as may be required by law. The parties hereto acknowledge and agree that disclosing Customer Information to effectuate, service or administer a Customer transaction shall not be considered a breach of the confidentiality obligations created hereunder. To the extent that a party contracts with a third party that obtains Customer Information in order to provide services under this Agreement, that party agrees to obtain contractual confidentiality protections to require the third party to hold Customer Information in strict confidence and not disclose it to any person unless required by law. Upon termination of this Agreement, General Agent and Broker-Dealer agree to maintain all Customer Information relating to the Products pursuant to Subsection 3.14 hereof. Each party agrees to comply with applicable privacy laws and regulations including, but not limited to, the Gramm-Leach-Bliley Act, Public Law 106-102 (1999) as set forth in 15 U.S.C.A. §6801, as amended and to comply with applicable changes in such laws and regulations as these occur and become effective.

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5.2       Use of Customer Information. Each party agrees to use Customer Information only to fulfill its obligations hereunder and not to use it for any other purpose.

5.3      Obligation to Maintain Security Over Customer Information. Each party agrees to implement and maintain reasonable and customary security measures to safeguard Customer Information. Such measures shall include, but not be limited to, requiring employees who will have access to such information to agree to the confidentiality requirements of this Subsection.

5.4       Confidentiality Obligations Survive Termination of the Agreement. The obligations of the parties set forth in this Section 5 shall survive the termination of this Agreement.

6.           Limitations. Only CUNA Mutual or CUNA Brokerage, and no other party, shall have the authority on behalf of CUNA Mutual or CUNA Brokerage: (a) to make, alter, or discharge any of the Policies issued by CUNA Mutual; (b) to waive any forfeiture; (c) to grant, permit or extend the time for making any payments; (d) to guarantee earnings or rates; (e) to alter the forms which CUNA Mutual or CUNA Brokerage may prescribe or substitute other forms in place of those prescribed by CUNA Mutual or CUNA Brokerage; or (f) to enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of CUNA Mutual or CUNA Brokerage.

7.           Term and Termination.

7.1       Term. This Agreement will commence on the Effective Date, and unless terminated as provided herein, will continue in force indefinitely.

7.2       Termination. Each party will have the right to terminate this Agreement: (a) without cause, effective upon delivery of thirty (30) days’ written notice thereof to the other party; (b) effective immediately upon delivery of written notice thereof to the other party, in the event that the other party is in breach of any material obligation herein; (c) effective immediately in the event that either CUNA Brokerage or Broker-Dealer shall cease to be registered broker-dealers under the 1934 Act and members of the FINRA; (d) effective immediately, if General Agent or Broker-Dealer or any Representative of General Agent or Broker-Dealer shall rebate or offer to rebate all or any part of a premium on any Products issued by CUNA Mutual in violation of applicable federal, state or local securities and insurance laws, rules or regulations; and (e) effective immediately if General Agent or Broker-Dealer or any Representative of General Agent or Broker-Dealer shall withhold any premium on any policy issued by CUNA Mutual.

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7.3       Effect of Termination. Upon termination of this Agreement, all Compensation to the General Agent and Broker-Dealer hereunder shall cease; however, General Agent and Broker-Dealer shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due CUNA Mutual or CUNA Brokerage hereunder. General Agent and Broker-Dealer will immediately return or destroy, as instructed by CUNA Mutual and CUNA Brokerage, all of CUNA Mutual’s and CUNA Brokerage’s proprietary materials, and any copies thereof, including but not limited to, information and data relating to the Products, procedures and practices, sales and promotion materials, advertising, information and materials relating to “Systems,” as described hereinafter, and any sales and promotion materials created by General Agent or Broker-Dealer related to the Products, and any copies thereof; and General Agent and Broker-Dealer shall not use the same thereafter. General Agent and Broker-Dealer agree to retain all customer files and records pursuant to Subsection 3.15 hereof.

8.            Use of Technology.

8.1       Generally. CUNA Mutual agrees to provide General Agent and Broker-Dealer access to and the right to use those technology-based systems and materials (collectively, the “Systems”) that CUNA Mutual determines to be reasonably required for General Agent’s or Broker-Dealer’s performance of its obligations under this Agreement. Said access may be provided through software provided by CUNA Mutual directly to General Agent or Broker-Dealer and/or via the Internet. Upon delivery of any such software, CUNA Mutual shall be deemed to grant to General Agent and Broker-Dealer a non-transferable, non-exclusive, license to use the software within the scope of their responsibilities under this Agreement and for no other purpose. The access and use rights to the Systems granted hereunder shall apply only to the version of the Systems CUNA Mutual makes available to General Agent or Broker-Dealer from time to time. General Agent and Broker-Dealer shall not reproduce, display, modify or distribute the Systems or any part thereof, or use said Systems for any purpose outside the scope of General Agent’s and Broker-Dealer’s responsibilities under this Agreement. General Agent and Broker-Dealer shall not provide access to the Systems, nor to any software provided to General Agent and Broker-Dealer by CUNA Mutual, in whole or in part, to any third party including any consultant or contractor, without the express written permission of CUNA Mutual, obtained in each instance in advance. General Agent and Broker-Dealer shall hold in strict confidence, use only within the scope of their responsibilities under this Agreement, not provide access to any third parties, any passwords or other authentication or security procedures or devices provided to General Agent or Broker-Dealer to access and/or use the Systems. Upon termination of this Agreement, General Agent and Broker-Dealer shall return all copies of the software or other indicia of the Systems in its possession and retain nothing. Furthermore, General Agent and Broker-Dealer will ensure that Representatives under this Agreement will abide by the provisions of this Section 8.

8.2       Disclaimer. CUNA MUTUAL PROVIDES THE SYSTEMS, SOFTWARE AND ANY INFORMATION STORED OR PROCESSED ON SAID SYSTEMS AND SOFTWARE “AS IS,” AND EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. General Agent and Broker-Dealer understand and agree that the Systems and software contain trade secrets and proprietary data of CUNA Mutual and that the Systems and software are and shall at all times remain the sole and exclusive property of CUNA Mutual. This provision shall survive termination of this Agreement.

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8.3       Limited Liability. In no event to the maximum extent permitted by law shall CUNA Mutual be liable for any special, indirect, incidental, or consequential damage (including, without limitation, damages for loss of business, profits or income) arising out access, lack of access, use or lack of use of the Systems or software, even if CUNA Mutual has been advised of the possibility of such damages. Further, in no event to the maximum extent permitted by law shall CUNA Mutual be liable to General Agent or Broker-Dealer for damages of any kind or nature arising from the access, lack of access, use, or lack of use of the Systems or software to the extent said damages exceed the Compensation that CUNA Mutual has paid to General Agent and Broker-Dealer under this Agreement during the three (3) month period immediately preceding the occurrence of the claim.

9.            Confidentiality and Trade Secrets. All information or materials relating to or prepared by a party to this Agreement which are obtained or reviewed in any inspection or through the course of business during the term of this Agreement, including but not limited to, CUNA Mutual’s insurance policy information, coverage plan and rates and CUNA Mutual’s or CUNA Brokerage’s policies and procedures, practices, billing information, claims information, business relationship information, statistical data, and any other know-how and information, shall be held in strict confidence by the parties hereto. No party shall permit any third party to copy, review or use the other party’s confidential or proprietary materials at any time. CUNA Mutual and CUNA Brokerage shall have sole and exclusive ownership of all right, title and interest in “Trade Secrets” and Broker-Dealer shall obtain no such rights hereunder. “Trade Secrets” shall be defined as a whole or any portion thereof of any business, sales or legal information, process, procedure, know-how that provides a party with a significant competitive advantage in the development, construction, conduct, operation, control, marketing, sale, management, administration, maintenance or servicing of insurance, or financial products. This provision shall survive the termination of this Agreement.

10.          Representations and Warranties

10.1 General Representations and Warranties. Each party represents and warrants to the others that:

(a) It is duly organized, validly existing and in good standing under the laws of the state of its organization and has all the requisite power, corporate or otherwise, to carry on its business as now being conducted and to perform its obligations as contemplated by this Agreement;

(b) It has all licenses, approvals, permits and authorizations of, and registrations with, all authorities and agencies, including non-government self-regulatory bodies, required under federal, state and local laws and regulations to enabled it to perform its obligations under this Agreement; and

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(c) The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary “corporate” action, and this Agreement constitutes the legal, valid and binding agreement of such party, enforceable against it according to its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to creditors’ rights generally and general principles of equity.

10.2 Broker-Dealer Representations and Warranties. CUNA Brokerage and Broker-Dealer each represent and warrant to the other that it is registered as a broker-dealer with SEC under the 1934 Act and is a member in good standing of FINRA.

11. Mutual Indemnification.

11.1 General Agent and Broker-Dealer Indemnification. General Agent and Broker-Dealer, jointly and severally, will indemnify, defend and hold harmless CUNA Mutual and CUNA Brokerage and their respective affiliates, officers, directors, employees and agents from and against any claim, loss, damage, expense or liability, judgment, settlements or regulatory actions, including defense costs, reasonable attorneys’ fees, penalties and fines, arising from, or in any manner relating to: (a) any breach of any covenant or obligation pursuant to this Agreement, including, but not limited to, any applicable law or regulation, or any applicable rule of any self-regulatory organization by General Agent and Broker-Dealer or their Representatives and agents; (b) any criminal, fraudulent or intentionally wrongful act or omission committed by General Agent or Broker-Dealer or their Representatives and agents in connection with the performance of General Agent’s or Broker-Dealer’s obligations hereunder; or (c) the infringement, violation or misappropriation by General Agent or Broker-Dealer or their Representatives and agents of any party’s rights with respect to any Trade Secrets, copyright, trademark, service mark, tradename or similar proprietary rights conferred by common law, state law or by any law of the United States arising out of or resulting from the performance of General Agent’s or Broker-Dealer’s obligations under this Agreement.

11.2        CUNA Mutual and CUNA Brokerage Indemnification. CUNA Mutual and CUNA Brokerage, jointly and severally, will indemnify, defend and hold harmless General Agent and Broker-Dealer and their respective affiliates, officers, directors, employees and agents from and against any claim, loss, damage, expense or liability, judgment, settlements or regulatory actions, including defense costs, reasonable attorneys’ fees, penalties and fines, arising from, or in any manner relating to: (a) any breach of any covenant or obligation pursuant to this Agreement, including, but not limited to, any applicable law or regulation, or any applicable rule of any self-regulatory organization by CUNA Mutual or CUNA Brokerage; or (b) any criminal, fraudulent or intentionally wrongful act or omission committed by CUNA Mutual or CUNA Brokerage in connection with the performance of CUNA Mutual’s or CUNA Brokerage’s obligations hereunder.

11.3        Survival. This Section 11 shall survive termination of this Agreement.

12.          General Compliance. The parties hereto agree to comply with the existing laws and rules or regulations of applicable local, state or federal regulatory authorities, including, but not limited to, FINRA, SEC, Financial Crimes Enforcement Network and the New York Stock Exchange, and with those which may be enacted or adopted during the term of this Agreement regulating the business conducted under this Agreement and in any jurisdiction in which the business described herein is to be transacted, and to provide information or reports relating to the respective duties and obligations hereunder pursuant to requests by any regulatory authority having jurisdiction with respect thereto.

14 

13.          Anti-Money Laundering Compliance Program. The parties hereto acknowledge and agree that insurance agencies and securities broker-dealers are subject to certain regulations set forth under the Bank Secrecy Act (the “BSA”) and §352 of the USA PATRIOT Act (the “PATRIOT Act”) related to adopting and implementing an anti-money laundering compliance program (“AML Program”). Each party hereto represents and warrants that it has effectively implemented a written AML Program. General Agent and Broker-Dealer each hereby represents and warrants that its AML program includes, at a minimum: a) incorporating policies, procedures and internal controls reasonably designed to assure compliance with BSA and the PATRIOT Act; b) designating a compliance officer responsible for day-to-day compliance with the BSA and the AML Program; c) providing education and/or training of Representatives and other appropriate personnel concerning their responsibilities under the AML Program, including training in the detection of suspicious transactions; and d) providing for independent review to monitor and maintain an adequate AML Program. The parties agree that CUNA Mutual and CUNA Brokerage have the right, upon reasonable request, to examine the description of the training provided to Representatives to ensure that the AML Program of General Agent and/or Broker-Dealer provides adequate training for Representatives. In the event General Agent and/or Broker-Dealer or Representatives become aware of circumstances related to a customer that may be suspicious, General Agent, Broker-Dealer or Representative, as the case may be, agrees to promptly notify the Anti-Money Laundering Officer at CUNA Mutual regarding such suspicious activity. Furthermore, the parties represent and warrant that each has adopted and will continue to execute a customer identification program (the “CIP”) meeting the requirements under the PATRIOT Act. The parties agree that CUNA Mutual and CUNA Brokerage have the right, upon reasonable request, to examine the description of the CIP that General Agent and/or Broker-Dealer has adopted and implemented. The parties agree that CUNA Mutual and CUNA Brokerage may require an annual certification relating to General Agent and/or Broker-Dealer’s AML and CIP programs.

14.          Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be given in writing and shall be deemed to be given upon receipt of any of the following delivery methods: (a) personally delivered; or (b) sent by telecopier, facsimile transmission or other electronic transmission; or (c) sent by United States certified or registered mail, postage prepaid, return receipt requested; or (d) sent by private overnight courier service. The respective addresses to be used for all notices, requests, demands or communications are as follows:

CMFG Life Insurance Company

Attn: Annuity Product Management

2000 Heritage Way

Waverly, IA 50677

15 

CUNA Brokerage Services, Inc.

Attn: Annuity Product Management

2000 Heritage Way

Waverly, IA 50677

Broker-Dealer:

General Agent:

15.          Independent Contractors. The relationship between the parties hereto is an independent relationship and each party has sole responsibility and authority for the conduct of its own business. General Agent and Broker-Dealer and their Representatives and their agents are independent contractors with respect to CUNA Mutual and CUNA Brokerage. No party hereto has the right to bind the other party in any way.

16.          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

17.          Waiver. A waiver by any party of any terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of any such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any obligation hereunder.

18.          Severability. If any portion or provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

19.          Assignment. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns; and no party may assign rights or obligations under this Agreement without the prior written consent of the other party.

20.          Headings. The headings in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.

21.          Amendment. CUNA Mutual and CUNA Brokerage reserve the right to amend this Agreement at any time, and the submission of an application by General Agent or Broker-Dealer after notice of any such amendment has been sent to General Agent and Broker-Dealer shall constitute that General Agent and Broker-Dealer are in agreement to any such amendment.

22.          Entire Agreement. This Agreement and any attachments hereto constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersedes in its entirety all prior agreements between CUNA Mutual and CUNA Brokerage and General Agent or Broker-Dealer, if any, all prior and collateral agreements, understandings, statements and negotiations of the parties relating to such subject matter.

16 

23.          Counterparts. This Agreement may be executed in counterparts and all documents so executed shall constitute one agreement binding on the parties hereto.

[The remainder of this page is intentionally left blank.

Signatures appear on the following page.]

17 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.

CMFG Life Insurance Company

Name:

Title:

By:

MEMBERS Life Insurance Company

Name:

Title:

By:

CUNA Brokerage Services, Inc.

Name:

Title:

By:

Broker-Dealer

Name:

Title:

By:

General Agent

Name:

Title:

By:

NOTE: Please return two signed copies of this Agreement to:

CMFG Life Insurance Company

Attn: Julie Miller, HW PROD

2000 Heritage Way

Waverly, IA 50677

Upon acceptance, one countersigned copy will be returned to General Agent/Broker-Dealer for its files.

18 

Exhibit A

SELLING AND SERVICES AGREEMENT

FOR

INSURANCE AND ANNUITY (FIXED AND VARIABLE) PRODUCTS

General Letter of Recommendation

General Agent and Broker-Dealer hereby certify to CUNA Mutual that all the following requirements will be fulfilled in conjunction with the submission by General Agent or Broker-Dealer of licensing/appointment papers for all applicants as agents of CUNA Mutual. General Agent or Broker-Dealer will, upon request, forward proof of compliance with same to CUNA Mutual in a timely manner.

1. We have made a thorough and diligent inquiry and investigation relative to each applicant’s identity, residence, business reputation, and experience and declare that each applicant is personally known to us, has been examined by us, is known to be of good moral character, has a good business reputation, is reliable, is financially responsible and is worthy of a license and appointment as an agent of CUNA Mutual. This inquiry and background investigation has included a credit and criminal check on each applicant, which will be made available to CUNA Mutual within twenty-four (24) hours, upon written request. Based upon our investigation, we vouch and certify that each individual is not a “prohibited person” per 18 U.S.C. 1033 and is trustworthy, competent and qualified to act as an agent for CUNA Mutual to hold himself/herself out in good faith to the general public.

2. We have on file appropriate state insurance department licensing forms or a Form U-4 which was completed by each applicant. We have fulfilled all the necessary investigative requirements for the registration of each applicant as a registered representative through our FINRA member firm, and each applicant is presently registered as a FINRA registered representative. The above information in our files indicates no fact or condition which would disqualify the applicant from receiving a license or appointment and all the findings of all investigative information is favorable.

3. We certify that all educational requirements have been met for the specific state each applicant is licensed in, and that all such persons have fulfilled the appropriate examination, education and training requirements as of the date the appointment takes effect.

4. We certify that each applicant will receive close and adequate supervision, and that we will make inspection when needed of any or all risks written by these applicants, to the end that the insurance interest of the public will be properly protected.

5. We will not permit any applicant to transact insurance as an agent until duly licensed therefor and appointed by CUNA Mutual. No applicants have been given a contract or furnished supplies, nor have any applicants been permitted to write, solicit business, or act as an agent in any capacity, and they will not be so permitted until the certificate of authority or license applied for is received.

19 

PRODUCTS AND COMPENSATION SCHEDULE

This Products and Compensation Schedule (this “Schedule”) is incorporated into the Selling and Services Agreement (the “Agreement”) as of the Effective Date of the Agreement. CUNA Mutual agrees to compensate General Agent and Broker-Dealer, as appropriate, under the Agreement as set forth below. Notwithstanding any provisions in the Agreement to the contrary, CUNA Mutual reserves the right to discontinue the availability of any of the Products or modify the Compensation at any time, subject to thirty (30) days written notice. Subject to the provisions of the Agreement, General Agent and Broker-Dealer shall be entitled to receive the Compensation for the Products listed in this Schedule. Capitalized terms in this Schedule and not otherwise defined herein will have the meanings set forth in the Agreement. 

For each product sale or transaction the following rules apply:

● For proprietary insurance products, First Year and Renewal Commission are expressed as a percentage of premiums by year. Note that for proprietary life insurance products, First Year Commission is calculated based on net annualized first year premium, and Renewal Commission is calculated as a percentage of renewal premium paid by the purchaser. For annuity products, First Year Commission is calculated as a percentage of earned premiums, and Renewal Commission is calculated as a percentage of trailers. A trailer is defined as the annuity contract account value at the end of the annuity contract anniversary.

● For the Single Premium Immediate Annuity, commission charge backs will be made when death of the client occurs prior to the income payment start date. The charge back will be 100% of the commission if death of the client occurred in the first six months after issue, or 50% of the commission if death of the client occurred in months seven through twelve after issue.

● For proprietary single life and joint life income options, First Year Commission is expressed as a percentage of the amount applied to the income option on the contract. First Year Commission is calculated for the service representative at the time proceeds are applied to:

a) All variable single life and joint life income options

b) All fixed non-dividend based single life and joint life income options

● Income option trailers are expressed as a percent of the reserve held by CUNA Mutual on the contract and are paid once per year in January to the representative assigned for service as of the prior year-end calculation date on contracts in force for all fixed period income options.

● In addition, several special Compensation rules apply to the Products sold as part of this Agreement:

1. CUNA Mutual has the right to define and determine compensation on transfers, exchanges, or replacements.

2. CUNA Mutual reserves the right to refund premium paid or principal invested on a policy if such refund is justified by reason of rescission or cancellation for justifiable reason. In this situation, compensation will be adjusted for any refunded premium or investment.

3. For proprietary insurance products, First Year Commission is credited when the policy is issued and the premium is fully processed by CUNA Mutual, and Renewal Commission is credited when the premium is received and fully processed by CUNA Mutual.

4. Increases to premium level and specified amount may result in compensation being credited to another representative. In addition, changes in service assignments or in a sales and service agreement may result in compensation being credited to another representative.

5. The minimum disbursed commissions check amount will be $50. Any payable amounts below the minimum in a given period will be held over and disbursed in a subsequent period.

6. With respect to annuity products, CUNA Mutual reserves the right to reverse compensation upon the death of the owner or annuitant within the first year after issuance of the policy.

20 

SELLING AND SERVICES AGREEMENT

PRODUCTS AND COMPENSATION SCHEDULE

	COMMISSION RATE
PRODUCT	YEAR	FIRST YEAR	RENEWAL
LIFE INSURANCE
MEMBERS®  Whole Life Primary Protection Plan:
% of premium	1	96.00%
% of premium	2-3		10.00%
% of premium	4-10		5.00%
TERM INSURANCE
MEMBERS®  Elite Protection Term Series:
Level 10, 15
% of premium	1	80.00%
% of premium	2-10		2.00%
Level 20
% of premium	1	92.00%
% of premium	2-10		2.00%
Level 30
% of premium	1	98.00%
% of premium	2-10		2.00%
FIXED ANNUITY
MEMBERS® Select Fixed Annuity II:
Under $250,000
% of premium; issue ages 0-75	1	4.00%
% of premium; issue ages 76-80	1	3.10%
% of premium; issue ages 81-90	1	2.20%
$250,000 and above
% of premium; issue ages 0-75	1	3.35%
% of premium; issue ages 76-80	1	2.65%
% of premium; issue ages 81-90	1	1.85%

21 

SELLING AND SERVICES AGREEMENT

PRODUCTS AND COMPENSATION SCHEDULE

	COMMISSION RATE
PRODUCT	YEAR	FIRST YEAR	RENEWAL
MEMBERS® Focus Fixed Annuity:
Option 1 - Under $500,000
4 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	2.00%
4 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	1.40%
5 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	2.50%
5 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	1.75%
6 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	3.00%
6 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	2.10%
Option 1 - $500,000-$999,999
4 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.30%
4 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.90%
5 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.90%
5 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	1.35%
6 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	2.30%
6 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	1.60%
Option 1 - $1,000,000 +
4 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.05%
4 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.70%
5 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.50%
5 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	1.10%
6 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.85%
6 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	1.30%
Option 2 - Under $500,000
4 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	0.75%
4 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.55%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
5 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.25%
5 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.90%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
6 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.75%
6 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	1.25%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
Option 2 - $500,000-$999,999
4 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	0.25%
4 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.25%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
5 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	0.65%
5 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.50%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
6 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	1.00%
6 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.75%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
Option 2 - $1,000,000 +
4 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	0.20%
4 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.20%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
5 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	0.50%
5 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.40%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%
6 Yr Rate Guarantee  - % of premium; issue ages 0-75	1	0.80%
6 Yr Rate Guarantee  - % of premium; issue ages 76-90	1	0.60%
Trailer; paid qtrly, starts at the end of the 5th qtr			0.063%

22 

SELLING AND SERVICES AGREEMENT

PRODUCTS AND COMPENSATION SCHEDULE

	COMMISSION RATE
PRODUCT	YEAR	FIRST YEAR	RENEWAL
SINGLE PREMIUM IMMEDIATE ANNUITY
MEMBERS® SPIA:
Life Income Option
% of premium; issue ages 0-70	1	4.25%
% of premium; issue ages 71-80	1	3.40%
% of premium; issue ages 81 +	1	1.75%
Installment Option
% of premium; all ages	1	3.00%
SINGLE PREMIUM DEFERRED INDEXED ANNUITY
MEMBERS®  Index Annuity – 5 Year:
Option 1 - Under $350,000
% of premium; issue ages 0-75	1	4.00%
% of premium; issue ages 76-85	1	2.60%
Option 1 - $350,000 and above
% of premium; issue ages 0-75	1	3.40%
% of premium; issue ages 76-85	1	2.20%
Option 2 - Under $350,000
% of premium; issue ages 0-75	1	3.00%
% of premium; issue ages 76-85	1	2.00%
Trailer			0.25%
Option 2 - $350,000 and above
% of premium; issue ages 0-75	1	2.40%
% of premium; issue ages 76-85	1	1.60%
Trailer			0.25%
MEMBERS®  Index Annuity – 7 & 10 Year:
Option 1 - Under $350,000
% of premium; issue ages 0-75	1	5.00%
% of premium; issue ages 76-85	1	3.25%
Option 1 - $350,000 and above
% of premium; issue ages 0-75	1	4.25%
% of premium; issue ages 76-85	1	2.75%
Option 2 - Under $350,000
% of premium; issue ages 0-75	1	4.00%
% of premium; issue ages 76-85	1	2.60%
Trailer			0.25%
Option 2 - $350,000 and above
% of premium; issue ages 0-75	1	3.25%
% of premium; issue ages 76-85	1	2.10%
Trailer			0.25%
MEMBERS®  Index Annuity – Re-Up Issue 5, 7 & 10 Year:
Under $350,000
% of premium; attained ages 0-75	1	0.90%
% of premium; attained ages 76-85	1	0.60%
$350,000 and above
% of premium; attained ages 0-75	1	0.75%
% of premium; attained ages 76-85	1	0.50%

23 

SELLING AND SERVICES AGREEMENT

PRODUCTS AND COMPENSATION SCHEDULE 

	COMMISSION RATE
PRODUCT	YEAR	FIRST YEAR	RENEWAL
MODIFIED GUARANTEED ANNUITY
MEMBERS® Zone Annuity*
5-Year:
Option 1
% of premium; issue ages 0-75	1	4.00%
	2+		0.00%
% of premium; issue Ages 76-85	1	2.60%
	2+		0.00%
Option 2
% of premium; issue ages 0-75	1	0.65%
	2-5		0.163%/qtrly
% of premium; issue Ages 76-85	1	0.65%
	2-5		0.163%/qtrly
Option 3
% of premium; issue ages 0-75	1	3.00%
	2-5		0.063%/qtrly
% of premium; issue Ages 76-85	1	2.00%
	2-5		0.063%/qtrly
7-Year and 10-Year:
Option 1
% of premium; issue ages 0-75	1	5.00%
	2+		0.00%
% of premium; issue ages 76-85	1	3.25%
	2+		0.00%
Option 2
% of premium; issue ages 0-75	1	0.65%
	2-7 or 2-10		0.163%/qtrly
% of premium; issue Ages 76-85	1	0.65%
	2-7 or 2-10		0.163%/qtrly
Option 3
% of premium; issue ages 0-75	1	4.00%
	2-7 or 2-10		0.063%/qtrly
% of premium; issue Ages 76-85	1	2.60%
	2-7 or 2-10		0.063%/qtrly
DEFERRED INCOME ANNUITY
MEMBERS® Future Income Annuity*
% of premium; issue ages 40-83	1	4.25%
	2+		0.00%

*Compensation for this product subject to 100% reversal in case of insured’s death within 182 days from issuance of contract, and 50% reversal in case of insured’s death within 183 – 365 days from issuance of contract.

24 

SELLING AND SERVICES AGREEMENT

PRODUCTS AND COMPENSATION SCHEDULE

	COMMISSION RATE
PRODUCT	YEAR	FIRST YEAR	RENEWAL
VARIABLE ANNUITY
MEMBERS® Horizon B-Share:
% of premium; issue ages 21-75	1 - 5	5.00%
	6+	4.60%
% of premium; issue ages 76-85	1 - 5	3.25%
	6+	2.85%
Trailer; paid qtrly, starts at the end of the 21st qtr			0.40%
MEMBERS® Horizon C-Share:
% of premium; issue ages 21-85	1	1.25%
	2+	0.25%
Trailer; paid qtrly, starts at the end of the 5th qtr			1.00%

25 

SELLING AND SERVICES AGREEMENT

PRODUCTS AND COMPENSATION SCHEDULE 

	COMMISSION RATE
PRODUCT	YEAR	FIRST YEAR	RENEWAL
INCOME OPTIONS
Lifetime Payouts (MEMBERS Select Fixed Annuity, MEMBERS Select Fixed Annuity II, MEMBERS Focus Fixed Annuity, MEMBERS Index Annuity, MEMBERS Zone Annuity, MEMBERS Choice Variable Annuity, MEMBERS Variable Annuity II, MEMBERS Variable Annuity III):
% of premium; issue ages 0-70	1	0.00%
% of premium; issue ages 0-70	2	0.00%
% of premium; issue ages 0-70	3	0.90%
% of premium; issue ages 0-70	4	1.80%
% of premium; issue ages 0-70	5	2.50%
% of premium; issue ages 0-70	6	3.10%
% of premium; issue ages 0-70	7	3.70%
% of premium; issue ages 0-70	8+	4.00%
% of premium; issue ages 71-80	1	0.00%
% of premium; issue ages 71-80	2	0.00%
% of premium; issue ages 71-80	3	0.00%
% of premium; issue ages 71-80	4	0.95%
% of premium; issue ages 71-80	5	1.65%
% of premium; issue ages 71-80	6	2.25%
% of premium; issue ages 71-80	7	2.85%
% of premium; issue ages 71-80	8+	3.15%
% of premium; issue ages 81+	1	0.00%
% of premium; issue ages 81+	2	0.00%
% of premium; issue ages 81+	3	0.00%
% of premium; issue ages 81+	4	0.00%
% of premium; issue ages 81+	5	0.00%
% of premium; issue ages 81+	6	**
% of premium; issue ages 81+	7	**
% of premium; issue ages 81+	8+	**
Lifetime Payouts (all other products):
% of premium; issue ages 0-81+	1+	0.00%
Installment Payments
Fixed Period Income Options:
Trailer; paid on a calendar year basis, based on the year-end value.			0.225%

**Commission rates vary by Annuity Mortality Tables. Please call Supplemental Contracts at 1-800-356-2644 ext. 483-2334 to obtain the commission rate.

26 

EX-1.IIB

Exhibit 1(ii)(b)

Addendum to

Selling and Services Agreement for

ELECTRONIC SIGNATURE USE

This is an Addendum to the Distribution Agreement for Registered Annuity Contracts (the “Agreement”) between CMFG Life Insurance Company and MEMBERS Life Insurance Company (together referred to as “CUNA Mutual”) and CUNA Brokerage Services, Inc. (“General Agent” and “Broker Dealer“, referred to as “Broker Dealer” in this Addendum) pursuant to which, Broker Dealer Company is authorized to sell products of CUNA Mutual and provide services in connection with such sales activities. This Addendum is incorporated into and made a part of that Agreement.

Broker Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part (“Transactions”), evidenced by an electronic signature, as that term is defined by the federal Electronic Signature in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the Uniform Electronic Transactions Act as promulgated by the Uniform Conference of Commissioners on Uniform State Law in July 1999 and adopted by California and applicable rules, regulations or guidance relating to use of electronic signatures issued by the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority (“Electronic Signature”). Broker Dealer intends to use electronic signatures on applications and other documents materials sent to CUNA Mutual in connection with transactions covered by the Selling and Services Agreement.

As consideration for CUNA Mutual agreeing to accept electronic signatures Broker Dealer represents:

● That it shall incorporate a commercially accepted user authentication process to verify the identity of the individual(s) completing the Electronic Signature ceremony.

● That it shall comply with all state and federal laws and regulations related to the use of Electronic Signatures as they apply to the Transactions.

● That it is solely responsible for the maintenance of all information, images, documents and metadata related to any documents which are electronically signed.

● That it shall transmit documents to CUNA Mutual via Web Services API or Document Upload with Digital Certification intact to evidence that documents remain unaltered from the time of electronic signature.

● That it will limit acceptance of electronically signed client instructions to requests which include an unbroken Digital Certificate.

● That it will provide a copy of each Electronic Signature with the applicable application or instruction and to provide further evidence supporting any Electronic Signature upon reasonable request.

● That it understands CUNA Mutual reserves the right, in its sole discretion, to refuse to accept certain documentation for electronic signature.

IN WITNESS WHEREOF, CUNA Mutual and Broker Dealer have caused this Addendum to the Agreement(s) to be executed by their duly-authorized representatives on the date set forth below.

CUNA Brokerage Services, Inc. (Broker Dealer)
By:

Name: Rob Comfort 08/27/2020

Title: President

CMFG Life Insurance Company (CUNA Mutual)
By:

Name: Martin Powell 08/27/2020

Title: VP, National Sales - Retail

MEMBERS Life Insurance Company (CUNA Mutual)
By:

Name: Martin Powell 08/27/2020

Title: VP, National Sales – Retail

EX-1.III

Exhibit 1(iii)

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR REGISTERED ANNUITY CONTRACTS

EXHIBIT A, SEPTEMBER 2018

This Amended and Restated Distribution Agreement for Registered Annuity Contracts (the “Agreement”) is made effective as of September 27, 2018 by and between MEMBERS Life Insurance Company (“MLIC”), a stock life insurance company, and CUNA Brokerage Services, Inc. (“CBSI” and, with MLIC, the “Parties”), a registered broker-dealer.

WHEREAS, the Parties wish to amend and restate their existing Amended and Restated Distribution Agreement, amended most recently on January 7, 2016 and September 9, 2013 (the “Prior Agreements”) and replace it with this Agreement.

NOW, THEREFORE, for good and valuable considerations, the Parties agree as follows:

1. Appointment. MLIC appoints CBSI to be an underwriter and distributor for MLIC’s annuity contracts that might be offered from time to time, including both variable annuity contracts and registered modified annuity contracts, which require distribution under the auspices of a registered broker-dealer (together, the “Registered Annuity Products”).

2. Duties of CBSI.

a. Registration Under the 1934 Act. CBSI is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) and has secured and will maintain authorizations, licenses, qualifications, and permits necessary to perform its obligations under this Agreement in those states requested by MLIC.

b. Membership in the Financial Industry Regulatory Authority. CBSI currently holds and shall maintain a membership in the Financial Industry Regulatory Authority (“FINRA”).

c. Responsibility for Distribution of Registered Annuity Products. CBSI shall be responsible for entering into Selling Agreements with independent Broker Dealers for distribution of the Registered Annuity Products. In this capacity CBSI shall be responsible for determining if the independent broker dealers are interested in distributing the products, are qualified to distribute the products, are financially responsible and have adequate supervisory systems to manage appropriate sales of the products. The independent Broker Dealers contracted by CBSI shall be responsible for reviewing the suitability of sales by their representatives, training their representatives and seeing that all sales are made in compliance with applicable laws and regulations. CBSI shall also be allowed to engage in retail sales of the products and shall be responsible for its registered representatives activities when they are engaged in retail sales activities.

d. Responsibility for Securities Activities of Persons Engaged in Distribution..
CBSI shall be responsible for the securities activities of all persons who are engaged directly or indirectly in the distribution operations for the Registered Annuity Products, including but not limited to training, supervision, and control as contemplated under appropriate provisions of the 1934 Act and regulations thereunder and by the rules of FINRA. All persons directly or indirectly involved in such activities relating to the Registered Annuity Products shall be registered representatives or registered principals of CBSI as appropriate to their activities. Also, each registered representative selling the Registered Annuity Products and at least one registered principal shall be properly licensed as an insurance agent of MLIC.

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Further, CBSI represents and warrants that during the term of this Agreement, it will maintain and implement (a) policies and procedures designed to comply with all applicable rules of FINRA, including but not limited to rules relating to suitability of annuity recommendations, (b) a training program for its registered representatives designed to ensure that such persons gather information concerning a customer’s financial status, tax status, investment objective and other relevant information prior to recommending the purchase or exchange of an annuity contract and (c) a reasonable system of sales supervision designed to achieve compliance with the rules of FINRA. CBSI agrees to provide a report to MLIC upon request, certifying that CBSI is in compliance with items (a) through (c) above. Each such report shall be certified by a senior manager of CBSI who has responsibility for items (a) through (c). CBSI understands and acknowledges that MLIC may conduct an inspection and/or audit of CBSI on a periodic basis to ensure compliance with items (a) through (c) above, and CBSI agrees to make reasonable accommodation to MLIC to enable MLIC to inspect documents directly related to the sale and suitability of any Registered Annuity Product, which documents CBSI shall be responsible for maintaining.

e. Appointment of Registered Persons and Maintenance of Personnel Records. CBSI shall have the authority and responsibility for the appointment and registration of those persons who will be registered representatives and registered principals. CBSI shall direct the maintenance of all personnel records of such persons.

f. Maintenance of Net Capital. CBSI shall maintain required net capital at levels which will comply with maximum aggregate indebtedness provisions under the provisions of the 1934 Act, any regulation thereunder, and any FINRA rules

g. Required Reports. CBSI shall have the responsibility for preparation and submission of any reports or other materials required by any regulatory authority having proper jurisdiction.

h. Limitations on Authority. CBSI is not authorized to give any information or to make any representations concerning the Registered Annuity Products of MLIC other than the statements contained in the current registration statement filed with the Securities and Exchange Commission or such sales literature as may be authorized by MLIC.

3. Duties of MLIC.

a. Maintenance of Accounting Records. Except as set forth above, MLIC shall maintain and hold, on behalf of and as agent for CBSI, those records pertaining to Registered Annuity Products required to be maintained and preserved by the 1934 Act, any regulations thereunder, and any applicable FINRA rules. All such books and records are, and shall at all times remain, the property of CBSI and shall at all times be subject to inspection by duly authorized officers, auditors, and representatives of CBSI and by the Securities and Exchange Commission, FINRA, and other regulatory authorities having proper jurisdiction.

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b. Confirmation of Transactions. On behalf of CBSI and acting as agent for CBSI, MLIC shall confirm all transactions required to be confirmed in the form and manner required by the 1934 Act, any regulations thereunder, and any FINRA rules.

c. Furnishing Materials. MLIC shall furnish to CBSI copies of prospectuses, financial statements and other documents which CBSI reasonably requests for use in connection with the solicitation, sale and distribution of the Registered Annuity Products.

4. Compensation. As compensation for services to be performed pursuant to this Agreement, MLIC shall pay CBSI the amounts specified in Exhibit A in the manner set forth in such Exhibit.

5. Term and Termination. This Agreement shall commence on the Effective Date and shall continue for an indefinite period. This Agreement may be terminated at any time by either party upon written notice to the other stating the date when such termination shall be effective, provided that this Agreement may not be terminated or modified by either party if the effect would be to put CBSI out of compliance with the “net-capital” requirements of the 1934 Act. Default of any kind shall not have the effect of terminating this Agreement. Notice of termination shall be provided to the Iowa Commissioner of Insurance.

6. Oversight; Annual Review. MLIC shall maintain oversight for the actions taken by CBSI hereunder. At least annually, the Parties hereto shall review the provision of goods and services hereunder to ensure that they have been provided in an acceptable manner.

7. Miscellaneous.

a. Other Agreements. This Agreement supersedes any and all agreements, including the Prior Agreements, previously made by the parties relating to the subject matter hereof, and there are no understandings or agreements other than those incorporated in this Agreement; provided, however, the Parties shall cooperate to create any necessary audit documentation regarding the amounts paid under this Agreement, and any previous such documentation shall not be superseded by this Agreement.

b. Books and Records.

i. Ownership of Records. Except as otherwise set forth herein, all business records and reports, studies, documents and other information generated pursuant to or relating to this Agreement or the goods and services provided hereunder (the “Records”) are and shall remain the property of the Party that created them.

ii. Access to Records. Each Party shall make reasonably available to the other Party, their agents, attorneys and accountants, at all times during normal business hours, all applicable Records owned by it under subsection (b)(i). Each Party shall promptly respond to any questions from the other Party with respect to applicable Records and shall confer with one another at all reasonable times, upon request, concerning this Agreement and the Parties’ applicable operations.

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iii. Insurers’ Books and Records. Notwithstanding the foregoing, any books and records that are required, by applicable law, to be the property of a Party that is an insurance company shall be the property of that insurance company.

iv. Other. Payments to and on behalf of each Party shall be properly reflected on the books and records of each Party, so as to be in compliance with applicable law and regulation.

c. Indemnification. Each Party (the “Indemnitor”) will indemnify the other Party (an “Indemnitee”) and the Indemnitee’s directors, shareholders, officers, agents and employees and hold each of them harmless from and against any losses, damages, judgments and other costs, fees and expenses, including reasonable attorneys’ fees, resulting from any breach by the Indemnitor of this Agreement or from the gross negligence, fraud or willful misconduct of employees and permissible contractors and agents of the Indemnitor.

d. No Advancements. Except as explicitly contemplated by this Agreement, no Party shall make any advancement to the other Party hereunder. In no event may a Party hereunder make any advancements to the other Party, except to pay for services provided hereunder.

e. Receivership of a Party. If a Party is placed in receivership or seized by an insurance commissioner or department, then (a) all rights of such Party shall extend to the appropriate insurance commissioner, receiver and/or insurance department and (b) all Records shall be made available to the insurance commissioner, receiver and/or insurance department and shall be turned over to the insurance commissioner, receiver and/or insurance department immediately upon request. If any Party is placed in receivership or seized by an insurance commissioner or department, then the other Parties shall continue to maintain any systems, programs and other infrastructure used or useful to provide the goods and services pursuant to this Agreement so long as such Party is receiving timely payments required by this Agreement.

f. Funds and Invested Assets. All funds and invested assets of a Party shall remain the exclusive property of such Party, and shall remain subject to the control of such Party.

g. Governing Law. This Agreement shall be governed by the laws of the State of Iowa.

IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused this Agreement to be executed on behalf of their respective companies.

MEMBERS Life Insurance Company	CUNA Brokerage Services Inc.
/s/David M. Sweitzer	/s/Steven R. Suleski

By: David M. Sweitzer By: Steven R. Suleski

Title:  President and CEO Title:  Secretary

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Exhibit A

(Effective September27, 2018)

1. MLIC shall pay no more dealer concession to CBSI than it pays to independent broker dealers (broker dealers that are not affiliates of MEMBERS Life or CMFG Life) for sales of the Registered Annuity products. The dealer’s concession for retail sales shall be in an amount that does not exceed that rate described in the Registration Statement for the Registered Annuity Product or an amount which is the actuarial equivalent of the rate described in the Registration Statement.

2. CBSI shall pay to its registered representatives and to other broker dealers the compensation specified in the various agreements between the parties for products sold by such registered representatives on behalf of MLIC. MLIC may also choose to pay compensation to independent broker dealers and their representatives directly rather than through CBSI.

All fee payments shall be due within 30 days of presentment in good order. Presentment shall occur monthly or at other times agreed upon by the Parties, but in no event less frequently than quarterly.

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EX-3.I

Exhibit 3(i)

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

MEMBERS LIFE INSURANCE COMPANY

TO THE SECRETARY OF STATE

OF THE STATE OF IOWA:

Pursuant to Section 1007 of the Iowa Business Corporation Act, Chapter 490 of the Iowa Code (2011) (the “IBCA”), the undersigned corporation adopts the following Amended and Restated Articles of Incorporation.

1.          The name of the corporation is MEMBERS Life Insurance Company.

2.          The text of the Amended and Restated Articles of Incorporation is as follows:

ARTICLE I

GENERAL

Section 1.1      Name. The name of the corporation is MEMBERS Life Insurance Company (the “Corporation”).

Section 1.2      Offices and Registered Agent.

(a)        The principal place of business of the Corporation in the State of Iowa is located at 2000 Heritage Way, Waverly, Iowa 50677.

(b)        The Corporation’s registered agent is CT Corporation System, and its registered office is located at 500 East Court Avenue, Suite 200, Des Moines, Iowa 50309.

Section 1.3      Purpose. The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be organized under the Iowa Business Corporation Act, Chapter 490 of the lowa Code (2011) and Chapter 508 of the Iowa Code (2011), and successor statutory provisions, including but not limited to:

(a)        acting as a life insurance company pursuant to Chapter 508 of the Iowa Code (2011), and successor statutory provisions, and writing any or all of the lines of insurance and annuity business authorized by Chapter 508 and any other line of insurance or annuity business authorized by the laws of the State of Iowa or approved by the Commissioner of Insurance of the State of Iowa; and

(b)        reinsuring and accepting reinsurance on any or all of the lines of business set forth in Section 1.3(a).

Section 1.4      Duration. The Corporation shall have perpetual duration.

ARTICLE II

CAPITAL STOCK

The aggregate number of shares of stock that the Corporation is authorized to issue is one thousand (1,000) shares of common stock, with a par value of five thousand ($5,000) per share. The common stock shall have unlimited voting rights and shall be entitled to the net assets of the Corporation upon dissolution.

ARTICLE III

BOARD OF DIRECTORS

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, the Board of Directors. The number of directors shall be not less than five (5) nor more than fifteen (15) members, with the actual number of members as determined in accordance with the bylaws of the Corporation.

ARTICLE IV

LIMITATIONS ON DIRECTOR LIABILITY

A director of the Corporation shall not be liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the shareholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. If the Iowa Business Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law. Any repeal or modification of this Article IV by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability or any other right or protection of a director of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

ARTICLE V

MANDATORY INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall indemnify a director or officer for liability (as such term is defined in Section 850(5) of the Iowa Business Corporation Act) for any action taken, or any failure to take any action, as a director or officer, except liability for any of the following: (1) receipt of a financial benefit received by a director or officer to which the director or officer is not entitled; (2) an intentional infliction of harm on the Corporation or the shareholders; (3) a violation of Section 833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the Corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law. If the Iowa Business Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the Corporation shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or modification of this Article by the shareholders of the Corporation shall be prospective only and shall not adversely affect any indemnification obligations of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

ARTICLE VI

AMENDMENT

These Articles may be amended, modified, revised and/or restated only by resolution by the Board of Directors, which resolution is submitted to the shareholders at any annual meeting or special meeting of shareholders called for that purpose and receives the affirmative vote of the holders of at least a majority of the votes cast by the shareholders voting at the meeting.

Articles – MEMBERS Life Insurance Company Page 2

3.          These Amended and Restated Articles of Incorporation were adopted on January 17, 2012.

4.          These Amended and Restated Articles of Incorporation were duly approved by the shareholders of the corporation in the manner required by the IBCA, the original articles of incorporation, and all amendments thereto. These Amended and Restated Articles of Incorporation supersede the original articles of incorporation and all amendments thereto, and consolidate all amendments into a single document.

5.          These Amended and Restated Articles of Incorporation shall take effect upon filing with the Iowa Secretary of State.

[Signature page follows]

Articles – MEMBERS Life Insurance Company Page 3

Dated this 18^th day of January, 2012.

	MEMBERS Life Insurance Company
SEAL	By:
	Name: Robert N. Trunzo
	Title: President
	By:
	Name: Faye A. Patzner
	Title: Secretary

STATE OF WISCONSIN

COUNTY OF DANE

On this 18th day of January 2012, before me, the undersigned, a Notary Public in and for said State, personally appeared Robert N. Trunzo and Faye A. Patzner, being by me duly sworn did say that they are the President and the Secretary, respectively, of MEMBERS Life Insurance Company, executing the within and foregoing instrument; that the seal affixed thereto is the seal of said corporation; that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors; and the said President and Secretary, as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntary executed.

 

Notary Public in and for said State

Articles – MEMBERS Life Insurance Company Page 4

COMMISSION CERTIFICATE OF APPROVAL

Pursuant to the relevant provisions of the Iowa Code, the undersigned approves the Amended and Restated Articles of Incorporation of MEMBERS Life Insurance Company. (Effective upon filing with the Iowa Secretary of State).

SUSAN E. VOSS

Iowa Insurance Commissioner

By:	James n. Armstrong
	Deputy Insurance Commissioner

Date: 2-8-12

Filed By:

Nyemaster, Goode, West,

Hansell $ O’Brien, P.C.

700 Walnut Ste 1600

DSM IA 503093899 

 

EX-3.II

Exhibit 3(ii)

BYLAWS

OF

MEMBERS LIFE INSURANCE COMPANY

(an Iowa Stock Life Insurance Corporation)

(hereinafter referred to as the “Corporation”)

ARTICLE I

OFFICES

The principal office of the Corporation in the state of Iowa shall be as provided in the Amended and Restated Articles of Incorporation (the “Articles”). The Corporation may have such other offices, either within or without the state of Iowa, as the business of the Corporation from time to time requires.

ARTICLE II

REGISTERED OFFICE AND AGENT

The registered agent and office of the Corporation are set forth in the Articles. The registered agent or registered office, or both, may be changed by resolution of the Board of Directors or by the registered agent.

ARTICLE III

SHAREHOLDERS

Section 3.1      Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such place (either within or without the state of Iowa), time and date as the Board of Directors shall fix, provided that if no such date is fixed, then such meeting shall be held on the first Monday in the month of June in each year at a time and place designated by the Board of Directors.

Section 3.2      Special Meetings. Special meetings of the shareholders, for the consideration of such matters as may be named in the call for such meetings called by the President or the Board of Directors, and shall be called by the Board of Directors upon the written demand, signed, dated and delivered to the Secretary, of the holders of at least ten (10) percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting. Such written demand shall state the purpose or purposes for which such meeting is to be called. The time, date and place of any special meeting shall be determined by the Board of Directors or by the President. Unless otherwise provided in the Articles, a written demand for a special meeting may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of demands sufficient in number to require the holding of a special meeting.

Section 3.3      Notice of Meeting. Notice of the place, date and time of all meetings of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be communicated not fewer than ten (10) days nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. Notice may be communicated in person, by mail, or other method of delivery, or by telephone, voice mail, or other electronic means. Attendance at any meeting in person or by proxy shall constitute a waiver of notice of such meeting.

Section 3.4      Voting and Proxies. Each shareholder may vote at any meeting of the shareholders either in person or by proxy filed with the Secretary at or before such meeting. An appointment of a proxy is valid for eleven (11) months from the date of its execution, unless a longer period is expressly provided in the appointment form. Shareholders shall be entitled to one vote for each share of stock standing in his or her name on the records of the Corporation. The affirmative vote of the holders of at least a majority of the votes cast by the shareholders voting at the meeting shall be required for approval of all actions required by law to be approved by the shareholders.

Section 3.5      Quorum. A majority of the outstanding shares of stock entitled to be voted, represented either in person or by proxy, shall be necessary to constitute a quorum, but less than a quorum may adjourn from time to time as it may desire, without notice other than by announcement at the meeting, until the holders of the number of shares of stock requisite to constitute a quorum shall be present in person or by proxy. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally provided in the notices.

Adopted 12/10/2015

Section 3.6      Conduct of Meeting. The President, and in his or her absence, a Vice President in the order provided under Section 5.6 hereof, and in their absence, any person chosen by a majority of the shareholders present, shall call the meeting of the shareholders to order and shall act as chairperson of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

Section 3.7      Unanimous Consent without Meeting. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if consent in writing setting forth the action so taken shall be signed and dated by all of the shareholders entitled to vote with respect to the subject matter thereof, and are delivered to the Corporation for filing within the Corporation’s records. Written consents may be delivered to the Corporation by electronic transmission. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take the corporate action.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1      Qualifications and General Powers. The business and affairs of the Corporation shall be managed and controlled by a Board of Directors consisting of not less than five (5) nor more than fifteen (15), with the specific number to be determined from time to time by resolution of the Board of Directors. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 4.2      Term and Vacancies. Each director shall hold office until the next succeeding annual meeting of shareholders and until his or her successor shall have been elected and qualifies, or until his or her death, resignation or removal. Vacancies in the Board of Directors may be filled by the shareholders at any regular meeting of shareholders or at any special meeting called for that purpose.

Section 4.3      Resignation and Removal. Any director of the Corporation may resign at any time by delivering written notice to the Board of Directors or the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. A director shall be subject to removal, with or without cause, at a meeting of the shareholders called for that purpose in the manner prescribed by law.

Section 4.4      Annual Meeting. Immediately after the final adjournment of each annual meeting of the shareholders for the election of directors, the Board of Directors shall meet, at the same place where said meeting of shareholders finally adjourned, for the purpose of the election of officers and the transaction of other business. Such meeting may be held at any other time or place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or in a consent and waiver of notice thereof signed by all the directors, at which meeting the same matters shall be acted upon as is above provided.

Section 4.5      Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and at such times as the Board of Directors shall by resolution fix and determine from time to time. No notice shall be required for any such regular meeting of the board.

Section 4.6      Special Meetings. The President may call a special meeting of the Board of Directors at any time, and shall call such a meeting upon request of a majority of the members of the Board of Directors.

Section 4.7      Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 4.5) shall be given to each director not less than twenty-four (24) hours prior to the meeting by giving oral, telephone or written notice to a director in person, or by telegram, or not less than three (3) days prior to a meeting by delivering or mailing notice to the business address or such other address as a director shall have designated in writing and filed with the Secretary. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatsoever is required to be given to any director of the Corporation under the Articles or these Bylaws or any provision of the Iowa Business Corporation Act, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The Corporation shall retain any such waiver as part of the permanent corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Bylaws – MEMBERS Life Insurance Company Page 2

Section 4.8      Quorum. A quorum of the Board of Directors consists of a majority of the number of directors determined in accordance with Section 4.1. A director may participate in any meeting by any means of communication, including, but not limited to telephone conference call, by which all directors participating may simultaneously hear each other during the meeting, and a director participating in a meeting by such means is deemed to be present in person at the meeting. If at any meeting of the Board of Directors there be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present.

Section 4.9      Manner of Acting. The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the Iowa Business Corporation Act, the Articles or these Bylaws require the vote of a greater number of directors.

Section 4.10    Conduct of Meetings. The President, and in his or her absence, a Vice President in the order provided under Section 5.6, and in their absence, any director chosen by a majority of the directors present, shall call meetings of the Board of Directors to order and shall act as chairperson of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but, in the absence of the Secretary, the presiding officer may appoint any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

Section 4.11    Unanimous Consent without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken shall be signed and dated by all of the directors entitled to vote with respect to the subject matter thereof, and are delivered to the Corporation for filing within the Corporation’s records. Written consents may be delivered to the Corporation by electronic transmission. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take the corporate action.

Section 4.12    Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. If an Audit Committee is required under the National Association of Insurance Commissioners’ Model Audit Rule, the Board of Directors by the affirmative vote of a majority of all of the directors then in office may appoint members of the board of directors of the parent holding company, CUNA Mutual Holding Company to serve on the Audit Committee. Each committee shall have two (2) or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize distributions; (b) approve or propose to shareholders action that the Iowa Business Corporation Act requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee; (d) amend the Corporation’s Articles; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.

Bylaws – MEMBERS Life Insurance Company Page 3

ARTICLE V

OFFICERS

Section 5.1       General. The principal officers of the Corporation shall be the President, Secretary, and Treasurer as elected by the Board of Directors. Other officers and assistant officers may be elected or appointed by the President as he or she may deem necessary. Any two (2) or more offices may be held by the same person.

Section 5.2       Election and Term of Office. The principal officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the shareholders. If the election of principal officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each principal officer shall hold office until his or her successor shall have been duly elected or until his or her death, resignation or removal.

Section 5.3       Resignation and Removal. An officer may resign at any time by delivering notice to the Secretary or the Board of Directors. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer appointed by the President may be removed by the President whenever in his or her judgment the best interests of the Corporation will be served. Election or appointment shall not of itself create contractual rights.

Section 5.4       Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term.

Section 5.5       President. The President shall be the principal executive officer of the Corporation and shall have the additional title of Chief Executive Officer. He or she shall be subject to the direction of the Board of Directors, in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He or she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he or she may authorize any Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.6       Vice Presidents. The President shall appoint Vice Presidents who shall be appointed as deemed appropriate for the conduct of the affairs of the Corporation for such term of office as may be designated or without designated term of office, subject to removal at will or by appointment of a successor in office. These Vice Presidents shall perform such duties and have such authority as may be assigned from time to time by the President. In the absence of the President or in the event of the President’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. The execution of any instrument of the Corporation by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President.

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Section 5.7      Secretary. The Secretary shall: (a) keep minutes of the meetings of the shareholders and of the Board of Directors (and of committees thereof) in one or more books provided for that purpose (including records of actions taken by the shareholders or the Board of Directors (or committees thereof) without a meeting); (b) authenticate records of the Corporation and see that all notices are duly given in accordance with the provisions of these Bylaws or as required by the Iowa Business Corporation Act; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) maintain a record of the shareholders of the Corporation, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Board of Directors.

Section 5.8       Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) maintain appropriate accounting records; (c) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 8.7; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 5.9       Assistant Secretaries and Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the President may from time to time authorize. The Assistant Secretaries may sign with the President, or a Vice President, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the President, give bonds for the faithful discharge of their duties in such sums and with such sureties as the President shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President.

ARTICLE VI

DIVIDENDS

The directors may, in accordance with the provisions of these Bylaws, declare dividends out of the profits of the Corporation at such times and in such manner as the Board may from time-to-time designate and as may lawfully be done. Such dividends shall not come out of the contributed capital or contributed surplus of the Corporation.

ARTICLE VII

SHARES, THEIR ISSUANCE AND TRANSFER

Section 7.1       Consideration for Shares. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors must determine that the consideration received or to be received for shares to be issued is adequate.

Bylaws – MEMBERS Life Insurance Company Page 5

Section 7.2       Certificates for Shares. Every shareholder of the Corporation shall be entitled to a certificate or certificates, to be in such form as the Board of Directors shall prescribe, certifying the number and class of shares of the Corporation owned by such shareholder.

Section 7.3       Execution of Certificates. The certificates for shares of stock shall be numbered in the order in which they shall be issued and shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate for the Corporation shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer or employee or agent at the date of its issue.

Section 7.4       Share Record. A record shall be kept by the Secretary, or by any other officer, employee or agent designated by the Board of Directors, of the names and addresses of all shareholders and the number and class of shares held by each represented by such certificates and the respective dates thereof and in case of cancellation, the respective dates of cancellation.

Section 7.5       Cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided in Section 7.8 of these Bylaws.

Section 7.6       Transfers of Stock. Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the record holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the Corporation, shall be so expressed in the entry of transfer.

Section 7.7       Regulations. The Board of Directors may make such other rules and regulations as it may deem expedient, not inconsistent with law, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation.

Section 7.8      Lost, Destroyed, or Mutilated Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

ARTICLE VIII

DELEGATIONS OF AUTHORITY

Section 8.1       Policy Contracts. The President, the Secretary and such additional officers as may be authorized by the Board of Directors or the President shall have authority to execute all policies of insurance or contracts for annuities on behalf of the Corporation.

Section 8.2       Agency Contracts. The President, the Secretary and such additional officers or any other employees as may be authorized by the Board of Directors or designated in writing by the President shall have authority to execute agency contracts and related agreements on behalf of the Corporation.

Section 8.3       Statutory Agents. The President, the Secretary and such additional officers as may be authorized by the Board of Directors or the President are authorized to appoint statutory agents of the Corporation and to execute powers of attorney in evidence thereof, authorizing such statutory agents to accept service of process against the Corporation, to execute any and all papers and to comply with all applicable requirements of law in order to qualify the Corporation to do business in any state, territory, district, country or jurisdiction and to take any other action on behalf of the Corporation necessary or proper to be taken in compliance with law or with rules or regulations of the supervisory authorities in order to qualify the Corporation to do business.

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Section 8.4       Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

Section 8.5       Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 8.6       Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the President or such other officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by the President or by resolution of the Board of Directors.

Section 8.7       Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.

Section 8.8       Voting Stock in Other Corporations. Stock held by the Corporation in another corporation shall be voted by the President of the Corporation unless the Board of Directors shall by resolution designate another officer to vote such stock, and, unless the Board of Directors shall by resolution direct how such stock shall be voted, the President of the Corporation or other designated officer shall vote the same in his or her discretion for the best interests of the Corporation.

ARTICLE IX

INDEMNIFICATION

Section 9.1.       Definitions. All capitalized terms used in this Article IX and not otherwise hereinafter defined in this Section 9.1 shall have the meaning set forth in Section 490.850 of the Iowa Business Corporation Act. The following capitalized terms (including any plural forms thereof) used in this Article IX shall be defined as follows:

(a)      “Affiliate” shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation.

(b)     “Authority” shall mean the entity selected by the Director or Officer to determine his or her right to indemnification in accordance with these Bylaws.

(c)      “Board” shall mean the entire then elected and serving board of directors of the Corporation, including all members thereof who are Parties to the subject Proceeding or any related Proceeding.

(d)     “Breach of Duty” shall mean the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with these Bylaws, to constitute any of the following: (i) a transaction from which the Director or Officer received a financial benefit to which the Director or Officer is not entitled; (ii) an intentional infliction of harm on the Corporation or the shareholders; (iii) a violation of Section 490.833 of the Iowa Business Corporation Act; or (iv) an intentional violation of criminal law.

(e)      “Corporation,” as used herein and as defined in the Statute and incorporated by reference into the definitions of certain other capitalized terms used herein, shall mean this Corporation, including, without limitation, any successor corporation or entity to this Corporation by way of merger, consolidation or acquisition of all or substantially all of the assets of this Corporation.

(f)      “Director or Officer” shall have the meaning set forth in the Statute; provided, that for purposes of this Article IX, it shall be conclusively presumed that any Director or Officer serving as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of an Affiliate shall be so serving at the request of the Corporation.

Bylaws – MEMBERS Life Insurance Company Page 7

(g)      “Disinterested Quorum” shall mean a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.

(h)      “Party” shall have the meaning set forth in the Statute; provided, that, for purposes of this Article IX, the term “Party” shall also include any Director or Officer or employee of the Corporation who is or was a witness in a Proceeding at a time when he or she has not otherwise been formally named a Party thereto.

(i)      “Proceeding” shall have the meaning set forth in the Statute; provided, that, for purposes of this Article IX, the term “Proceeding” shall also include (i) all Proceedings brought before an Authority or otherwise to enforce rights hereunder; (ii) any appeal from a Proceeding; and (iii) any Proceeding in which the Director or Officer is a plaintiff or petitioner because he or she is a Director or Officer; provided, however, that any such Proceeding under this subsection (iii) must be authorized by a majority vote of a Disinterested Quorum.

(j)     “Statute” shall mean Sections 490.850 through 490.858, inclusive, of the Iowa Business Corporation Act, as the same shall then be in effect, including any amendments thereto, but, in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than the Statute permitted or required the Corporation to provide prior to such amendment.

Section 9.2     Indemnification. To the fullest extent permitted or required by the Statute, the Corporation shall indemnify a Director or Officer against all Liabilities incurred by or on behalf of such Director or Officer in connection with a Proceeding in which the Director or Officer is a Party because he or she is a Director or Officer.

Section 9.3      Procedural Requirements.

(a)      A Director or Officer who seeks indemnification under Section 9.2 shall make a written request therefore to the Corporation. Subject to Section 9.3(b), within sixty (60) days of the Corporation’s receipt of such request, the Corporation shall pay or reimburse the Director or Officer for the entire amount of Liabilities incurred by the Director or Officer in connection with the subject Proceeding (net of any Expenses previously advanced pursuant to Section 9.5).

(b)     No indemnification shall be required to be paid by the Corporation pursuant to Section 9.2 if:

(i) The indemnification is for liability in connection with a proceeding by or in the right of the Corporation against the Director, except for reasonable expenses incurred in connection with the proceeding provided a determination is made in accordance with this Article IX that the Director did not engage in misconduct constituting a Breach of Duty; or

(ii) The indemnification is for liability in connection with a proceeding by or in the right of the Corporation against the Officer other than for reasonable expenses incurred in connection with the proceeding; or

(iii) The indemnification is in connection with any proceeding with respect to conduct for which the Director was adjudged liable on the basis that the Director received a financial benefit to which the Director was not entitled, whether or not involving action in the Director’s official capacity; or

(iv) Within the sixty-day period referenced in Section 9.3(a), (i) a Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer requesting indemnification engaged in misconduct constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.

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(c)       In either case of nonpayment pursuant to Section 9.3(b)(iv), the Board shall immediately authorize by resolution that an Authority, as provided in Section 9.4, determine whether the Director’s or Officer’s conduct constituted a Breach of Duty and, therefore, whether indemnification should be denied hereunder.

(d)       (i) If the Board does not authorize an Authority to determine the Director’s or Officer’s right to indemnification hereunder within such sixty-day period and/or (ii) if indemnification of the requested amount of Liabilities is paid by the Corporation, then it shall be conclusively presumed for all purposes that a Disinterested Quorum has affirmatively determined that the Director or Officer did not engage in misconduct constituting a Breach of Duty and, in the case of subsection (i) above (but not subsection (ii)), indemnification by the Corporation of the requested amount of Liabilities shall be paid to the Director or Officer immediately.

Section 9.4       Determination of Indemnification.

(a)      If the Board authorizes an Authority to determine a Director’s or Officer’s right to indemnification pursuant to Section 9.3, then the Director or Officer requesting indemnification shall have the absolute discretionary authority to select one of the following as such Authority:

(i)       The Board, pursuant to and in accordance with Section 490.855(2)(a) of the Statute;

(ii)       Special legal counsel, pursuant to and in accordance with Section 490.855(2)(b) of the Statute;

(iii)      A court pursuant to and in accordance with Section 490.854 of the Statute.

(b)      In any such determination by the selected Authority there shall exist a rebuttable presumption that the Director’s or Officer’s conduct did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is required. The burden of rebutting such a presumption by clear and convincing evidence shall be on the Corporation or such other party asserting that such indemnification should not be allowed.

(c)      The Authority shall make its determination within sixty (60) days of being selected and shall submit a written opinion of its conclusion simultaneously to both the Corporation and the Director or Officer.

(d)      If the Authority determines that indemnification is required hereunder, the Corporation shall pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to Section 9.5), including interest thereon at a reasonable rate, as determined by the Authority, within ten (10) days of receipt of the Authority’s opinion; provided, that, if it is determined by the Authority that a Director or Officer is entitled to indemnification against Liabilities incurred in connection with some claims, issues or matters, but not as to other claims, issues or matters, involved in the subject Proceeding, the Corporation shall be required to pay (as set forth above) only the amount of such requested Liabilities as the Authority shall deem appropriate in light of all of the circumstances of such Proceeding.

(e)      The determination by the Authority that indemnification is required hereunder shall be binding upon the Corporation regardless of any prior determination that the Director or Officer engaged in a Breach of Duty.

(f)      All Expenses incurred in the determination process under this Section 9.4 by either the Corporation or the Director or Officer, including, without limitation, all Expenses of the selected Authority, shall be paid by the Corporation.

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Section 9.5       Mandatory Allowance of Expenses.

(a)      The Corporation shall pay or reimburse from time to time or at any time, within ten (10) days after the receipt of the Director’s or Officer’s written request therefore, the reasonable Expenses of the Director or Officer as such Expenses are incurred; provided, the following conditions are satisfied:

(i)       The Director or Officer furnishes to the Corporation an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty; and

(ii)      The Director or Officer furnishes to the Corporation an unsecured executed written agreement to repay any advances made under this Section 9.5 if it is ultimately determined by an Authority that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to Section 9.4.

(b)      If the Director or Officer must repay any previously advanced Expenses pursuant to this Section 9.5, such Director or Officer shall not be required to pay interest on such amounts.

Section 9.6       Indemnification and Allowance of Expenses of Certain Others.

(a)      The Board may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify a director or officer of an Affiliate (who is not otherwise serving as a Director or Officer) against all Liabilities, and shall advance the reasonable Expenses, incurred by such director or officer in a Proceeding to the same extent hereunder as if such director or officer incurred such Liabilities because he or she was a Director or Officer, if such director or officer is a Party thereto because he or she is or was a director or officer of the Affiliate.

(b)      The Corporation shall indemnify an employee who is not a Director or Officer, to the extent he or she has been successful on the merits or otherwise in defense of a Proceeding, for all reasonable Expenses incurred in the Proceeding if the employee was a Party because he or she was an employee of the Corporation.

(c)      The Board may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify (to the extent not otherwise provided in Section 9.6(b) hereof) against Liabilities incurred by, and/or provide for the allowance of reasonable Expenses of, an employee or authorized agent of the Corporation acting within the scope of his or her duties as such and who is not otherwise a Director or Officer.

Section 9.7       Insurance. The Corporation may purchase and maintain insurance on behalf of a Director or Officer or any individual who is or was an employee or authorized agent of the Corporation against any Liability asserted against or incurred by such individual in his or her capacity as such or arising from his or her status as such, regardless of whether the Corporation is required or permitted to indemnify against any such Liability under this Article IX.

Section 9.8      Notice to the Corporation. A Director, Officer or employee shall promptly notify the Corporation in writing when he or she has actual knowledge of a Proceeding which may result in a claim of indemnification against Liabilities or allowance of Expenses hereunder, but the failure to do so shall not relieve the Corporation of any liability to the Director, Officer or employee hereunder unless the Corporation shall have been irreparably prejudiced by such failure (as determined, in the case of Directors and Officers only, by an Authority selected pursuant to Section 9.4(a)).

Section 9.9      Severability. If any provision of this Article IX shall be deemed invalid or inoperative, or if a court of competent jurisdiction determines that any such provisions contravene public policy, this Article IX shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such provisions which are invalid or inoperative or which contravene public policy shall be deemed, without further action or deed by or on behalf of the Corporation, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable; it being understood that it is the Corporation’s intention to provide the Directors and Officers with the broadest possible protection against personal liability allowable under the Statute.

Section 9.10    Nonexclusivity. The rights of a Director, Officer or employee (or any other person) granted under this Article IX shall not be deemed exclusive of any other rights to indemnification against Liabilities or allowance of Expenses which the Director, Officer or employee (or such other person) may be entitled to under any written agreement, Board resolution, vote of shareholders of the Corporation or otherwise, including, without limitation, under the Statute. Nothing contained in this Article IX shall be deemed to limit the Corporation’s obligations to indemnify against Liabilities or allow Expenses to a Director, Officer or employee under the Statute.

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Section 9.11    Contractual Nature; Repeal or Limitation of Rights. This Article IX shall be deemed to be a contract between the Corporation and each Director, Officer and employee of the Corporation and any repeal or other limitation of this Article IX or any repeal or limitation of the Statute or any other applicable law shall not limit any rights of indemnification against Liabilities or allowance of Expenses then existing or arising out of events, acts or omissions occurring prior to such repeal or limitation, including, without limitation, the right to indemnification against Liabilities or allowance of Expenses for Proceedings commenced after such repeal or limitation to enforce this Article IX with regard to acts, omissions or events arising prior to such repeal or limitation.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1     Facsimile and Electronic Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in the Bylaws, facsimile and electronic signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors. An “electronic signature” is any electronic symbol or process attached to or logically associated with a document sent by electronic transmission and executed or adopted by a person with the intent to sign such document. “Electronic signature” includes (a) a unique password or unique identification assigned to a person by the Corporation; (b) a person’s typed name attached to or part of an electronic transmission sent by or from a source authorized by such person such as an e-mail address provided by such person as that person’s e-mail address; (c) a person’s facsimile signature; and (d) any other form of electronic signature approved by the Board of Directors.

Section 10.2    Electronic Transmissions. “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. Notice by electronic transmission is written notice. Notices and written consents may be given by electronic transmission. Each written consent given by electronic transmission shall contain an electronic signature of the person giving such written consent.

Section 10.3     Fiscal Year. The fiscal year of the Corporation shall be from and include the first day of January through the last day of December.

Section 10.4     Corporate Seal. The Board of Directors may adopt, use and, at will, alter a corporate seal. Failure to affix a seal does not affect the validity of any instrument. This corporate seal may be used in facsimile form.

ARTICLE XI

AMENDMENTS

Section 11.1     By Shareholders. These Bylaws may be amended or repealed and new bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders at which a quorum is in attendance.

Section 11.2    By Directors. Except as otherwise provided by the Iowa Business Corporation Act or the Articles, these Bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, however, that the shareholders in adopting, amending or repealing a particular bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that bylaw.

Section 11.3    Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the Bylaws then in effect, but which is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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EX-4.I

Exhibit 4(i)

[]
MEMBERS Life Insurance Company  [2000 Heritage Way, Waverly, Iowa 50677] Phone: [800.798.5500] [http://www.cunamutual.com]	SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT WITH INDEX-LINKED INTEREST OPTIONS

CONTRACT NUMBER: [123456789]

READ YOUR CONTRACT CAREFULLY. This is a legal contract between the Owner and MEMBERS Life Insurance Company, and hereafter will be referred to as the contract. 

This contract is issued to the Owner in consideration of the application and the Purchase Payment. MEMBERS Life Insurance Company will pay the benefits of this contract, subject to its terms and conditions, which will never be less than the amount required by the state law in which the contract is delivered.

THE VALUES PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

THE CONTRACT VALUE ALLOCATED TO A RISK CONTROL ACCOUNT(S) IS VARIABLE AND IS BASED IN PART ON THE INVESTMENT EXPERIENCE OF EXTERNAL INDICES. IT MAY BE AFFECTED BY THOSE

EXTERNAL INDICES, AND AS A RESULT, MAY INCREASE OR DECREASE IN VALUE BASED ON THE INVESTMENT EXPERIENCE OF THE RISK CONTROL ACCOUNT(S), SUBJECT TO THE CREDITING STRATEGY. THE RISK CONTROL ACCOUNTS DO NOT DIRECTLY PARTICIPATE IN ANY STOCK OR EQUITY INVESTMENTS.

THE CONTRACT VALUE MAY BE SUBJECT TO AN INTEREST ADJUSTMENT AND AN EQUITY ADJUSTMENT. ANY ADJUSTMENT IS IN ADDITION TO ANY SCHEDULED SURRENDER CHARGE. 

THE DEATH BENEFIT IS NOT SUBJECT TO A SURRENDER CHARGE.

The Purchase Payment is held in a non-unitized insulated Separate Account. Assets in the Separate Account are not chargeable with liabilities arising out of any other business that we conduct. General Account assets are also available to meet guarantees under this contract as well as our other general obligations.

Signed for MEMBERS Life Insurance Company on the Contract Issue Date.

	President			Secretary

RIGHT TO EXAMINE THIS CONTRACT. If for any reason you decide not to keep this contract, you have [10] days from the date you receive it ([30] days if this is a replacement contract) to return it or notify us in writing that you do not want to keep it. You may return it to either our Administrative Office or to the agent who sold it to you. We will then consider it void from the beginning and pay you a refund within 7 days after receiving your written notice or the returned contract. The amount of the refund will be either the Contract Value, or the greater of Contract Value or Purchase Payment less withdrawals, as required by state law.

SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT WITH INDEX-LINKED INTEREST OPTIONS 

Income Payments Starting on the Income Payout Date 

Death Benefit Payable at Death Prior to the Income Payout Date 

Non-Participating

2020-VAIL

CONTRACT GUIDE AND INDEX 

DATA PAGE
DEFINITIONS	[3]
PARTIES TO THE CONTRACT	[5]
GENERAL INFORMATION	[6]
CHANGE OF OWNER, ANNUITANT AND BENEFICIARY	[7]
PURCHASE PAYMENT AND ALLOCATION OPTIONS	[7]
CONTRACT VALUE	[8]
SURRENDER VALUE AND WITHDRAWALS	[9]
DEATH BENEFIT OPTIONS	[10]
INCOME PAYMENTS, INCOME PAYOUT PERIODS AND INCOME PAYOUT OPTIONS	[11]
RIDERS, AMENDMENTS AND ENDORSEMENTS, IF ANY; AND A COPY OF ANY APPLICATION

2020-VAIL

2 

DEFINITIONS 

Accumulation Period. The period of time that begins on the Contract Issue Date stated on the Data Page and ends on the Income Payout Date or the date this contract is terminated if earlier.

Adjusted Index Return. The Index Return for the current Interest Term adjusted for the Crediting Strategy. See Contract Value section.

Administrative Office. MEMBERS Life Insurance Company, [2000 Heritage Way, Waverly, lowa 50677].

Allocation Option Maturity Date. The last day of an Allocation Option Period. A new Allocation Option Period will begin on the Allocation Option Maturity Date. The initial Allocation Option Maturity Date is shown on the Data Page.

Allocation Option Period. The period of time that begins on an Allocation Option Start Date and ends on an Allocation Option Maturity Date. The Allocation Option Period is used in calculating the Interest Adjustment and is shown on the Data Page. The Allocation Option Period is shown on the Data Page.

Allocation Option Start Date. The first day of an Allocation Option Period. The initial Allocation Option Start Date is shown on the Data Page.

Allocation Options. All available options under this contract for allocating your Purchase Payment and Contract Value. The initial Allocation Options are shown on the Data Page. 

Annual Free Withdrawal Amount: The amount that can be withdrawn each Contract Year without incurring a Surrender Charge. See Surrender Value and Withdrawals section.

Authorized Request. A signed and dated request that is in Good Order. A request to transfer value, change a party to the contract, change the Income Payout Date, or request a partial withdrawal or full surrender of the contract must be signed by all Owners. An Authorized Request may also include a phone, fax or electronic request for specific transactions.

Business Day. Any day that the New York Stock Exchange is open for trading. All requests for transactions that are received at our Administrative Office in Good Order on any Business Day prior to market close, generally 4 P.M. Eastern Time, will be processed as of the end of that Business Day. Any transactions required as of a date that does not fall on a Business Day will be processed on the next Business Day.

Contract Anniversary. The same day and month as the Contract Issue Date for each year the contract remains in force.

Contract Issue Date. The day your contract is issued. This date will be used to determine Contract Years and Contract Anniversaries. The Contract Issue Date is shown on the Data Page.

Contract Value. The total value of your contract during the Accumulation Period. All values are calculated as of the end of a Business Day.

Contract Year. Any twelve-month period beginning on the Contract Issue Date or Contract Anniversary and ending one day before the next Contract Anniversary.

Crediting Base. The amount used to calculate the Risk Control Account Value. It is equal to the amount allocated to a Risk Control Account at the start of the Interest Term, reduced proportionally for any withdrawals.

Crediting Strategy. The method by which interest is calculated for an Allocation Option during the Interest Term. The Crediting Strategy for an Allocation Option is shown on the Data Page.

Declared Rate Account. An Allocation Option under the contract that is part of our Separate Account and is credited a declared rate of interest.

Death Benefit. The amount the Beneficiary is entitled to upon the death of an Owner who is a natural person or the death of an Annuitant if the Owner is a non-natural person. See Death Benefit Options section.

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Equity Adjustment. An adjustment made to the Crediting Base to calculate the Contract Value for a Risk Control Account on any day other than the first and last Business Day of an Interest Term. See Contract Value section.

General Account. All the Company’s assets other than the assets in the Separate Account and all other insulated separate accounts maintained by the Company.

Good Order. Receipt in our Administrative Office of all information, documents, instructions and/or payment we require to process requests or transactions for the contract. To be in Good Order, instructions must be sufficiently clear so that we do not need to exercise any discretion to follow such instructions.

Income Payout Date. The date the first income payment is paid from the contract to the Owner. The anticipated Income Payout Date is shown on the Data Page. See Income Payments, Income Payout Periods, and Income Payout Options section.

Index, Indices. The applicable Index for each Risk Control Account Allocation Option available on the Contract Issue Date is shown on the Data Page.

Indexed Interest Buffer. The maximum loss for an Interest Term that will not result in a negative Adjusted Index Return. The Indexed Interest Buffer for a Risk Control Account with this Crediting Strategy is shown on the Data Page.

Indexed Interest Cap. The maximum gain for an Interest Term for determining the Adjusted Index Return. The Initial Indexed Interest Cap for a Risk Control Account Value with this Crediting Strategy is shown on the Data Page.

Indexed Interest Floor. The maximum loss for an Interest Term for determining the Adjusted Index Return. The available Indexed Interest Floors for a Risk Control Account with this Crediting Strategy are shown on the Data Page.

Indexed Interest Participation Rate. The percentage applied to an Index Return that is greater than zero for the Interest Term to determine the Adjusted Index Return. The Initial Indexed Interest Participation Rate for a Risk Control Account with this Crediting Strategy is shown on the Data Page.

Index Return. The percentage change in the Index from the beginning of the Interest Term to the end of the Interest Term. See Contract Value section.

Index Value. The value for the associated Index as of the end of a Business Day.

Interest Adjustment. The amount of an adjustment (increase or decrease) that may be applied to a partial withdrawal, a full surrender of the contract, the Death Benefit, or the Contract Value applied to an income payout option. The Interest Adjustment calculation is shown in the Contract Value section.

Interest Adjustment Indices. The Indices used to determine the interest rates used to calculate the Interest Adjustment. They are shown on the Data Page.

Interest Rate. The effective annual rate credited to the Declared Rate Account. The Initial Minimum Interest Rate is shown on the Data Page. We may declare a new Interest Rate for each subsequent Interest Term and will notify you of the new Interest Rate at least two weeks in advance of the start of an Interest Term. The Interest Rate will never be less than the Minimum Interest Rate shown on the Data Page.

Interest Term. The period for which interest is calculated for an Allocation Option. The Interest Term may vary by Allocation Option. Interest Terms will start and end on a Contract Anniversary, unless such term has a duration of less than one Contract Year. Interest Terms for the available Allocation Options are shown on the Data Page.

IRC. The Internal Revenue Code of 1986, as amended.

Payout Period. The period of time that begins on the Income Payout Date; and continues until we make the last payment as provided by the income payout option chosen.

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Proof Of Death. May consist of a certified copy of the death record, a certified copy of a court decree reciting a finding of death or other similar proof.

Purchase Payment. The amount paid to us, by or on behalf of an Owner, that is used to establish the annuity on the Contract Issue Date. We do not allow any additional Purchase Payments under the contract after the initial Purchase Payment.

Required Minimum Distributions. The required minimum distribution (RMD) defined by section 401(a)(9) of the  IRC for this contract and as determined by us. RMDs only apply to tax-qualified contracts.

Risk Control Account. An Allocation Option to which we credit interest based in part on the performance of a reference Index, subject to the Crediting Strategy.

Risk Control Account Value. The value of the contract in a Risk Control Account. See Contract Value section.

Separate Account. A non-registered Separate Account in which we hold reserves for our guarantees under the contract. The assets in the Separate Account shall not be chargeable with liabilities arising out of any other business that we conduct. Our General Account assets are also available to meet the guarantees under the contract and our other general obligations. We have the right to transfer to our General Account any assets of the Separate Account that are in excess of required reserves and other liabilities under the contract. The income, gains and losses, realized or unrealized, from the assets allocated to the Separate Account, will be credited to or charged against the Separate Account, without regard to our other income, gains, or losses.

Spouse. The person to whom you are legally married. The term Spouse includes the person with whom you have entered into a legally sanctioned marriage that grants you the rights, responsibilities, and obligations married couples have in accordance with applicable state laws. Individuals who do not meet the definition of Spouse may have adverse tax consequences when exercising provisions under this contract and any attached endorsements or riders. Additionally, individuals in other arrangements that are not recognized as marriage under the relevant state law will not be treated as married or as Spouses as defined in this contract for federal tax purposes. Consult with a tax advisor for more information on this subject and before exercising benefits under the contract and any attached endorsements or riders.

Surrender Charge. The charge associated with surrendering either some or all of the Contract Value. The Surrender Charge schedule is stated on the Data Page and is expressed as a percentage of the Contract Value withdrawn.

Surrender Value. The amount you are entitled to receive if you elect to surrender this contract during the Accumulation Period. See Surrender Value and Withdrawals section.

Valuation Period. The period beginning at the close of one Business Day and continuing to the close of the next succeeding Business Day.

PARTIES TO THE CONTRACT

Company. MEMBERS Life Insurance Company. Also referred to as “we”, “our” and “us”.

Owner (Joint Owner). The person(s) or entity who own(s) this contract and has (have) all rights under this contract. Unless owned by a non-natural person, the Owner is also the person(s) whose death determines the Death Benefit. Joint Owners are not allowed on qualified contracts or contracts owned by a non-natural person. The maximum number of Owners is two. The consent of both Joint Owners is needed to complete an Authorized Request. The Owner is also referred to as “you” or “your”.

Annuitant (Joint Annuitant). The person(s) whose life (or lives) determines the income payment amount payable under the contract. If the Owner is a non-natural person, the Annuitant(s) is also the person(s) whose death determines the Death Benefit.

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Beneficiary. The person(s) or entity named by the Owner to receive proceeds payable upon the death of the first Owner or the first Annuitant if the Owner is a non-natural person. Prior to the Income Payout Date, if no Beneficiary survives the Owner, the proceeds will be paid to the Owner’s estate. If there are Joint Owners and we are unable to determine that one of the Joint Owners predeceased the other, it will be assumed that the Joint Owners died simultaneously. In this instance the Death Benefit will be divided equally among the Joint Owners’ estates. If there is more than one Beneficiary, each Beneficiary will receive an equal share unless otherwise specified by the Owner. If Joint Owners have been designated, the surviving Joint Owner will be treated as the sole primary Beneficiary and any other designated Beneficiary will be treated as a contingent Beneficiary.

Irrevocable Beneficiary. A Beneficiary who must consent to being changed or removed as a Beneficiary.

GENERAL INFORMATION 

Entire Contract. The contract form, Data Page, any attached riders and/or endorsements, and any application attached will form the entire contract between you and us. 

Incontestability. This contract is incontestable from its Contract Issue Date. The statements contained in the application (in the absence of fraud) are considered representations and not warranties. 

Misstatement of Age or Gender. If an Annuitant’s date of birth has been misstated, we will adjust the anticipated Income Payout Date and the income payments under this contract to be equal to the payout amount the Contract Value would have purchased based on the Annuitant’s correct date of birth. If an Annuitant’s gender has been misstated and the Life Income Rate Type is based on gender (see the Data Page), we will adjust the income payments under this contract to be equal to the payout amount the Contract Value would have purchased based on the Annuitant’s correct gender. Any underpayment will be added to the next payment. Any overpayment will be subtracted from future payments. No interest will be credited or charged to any underpayment or overpayment adjustments.

Proof of Survival. If any payment required by this contract depends on a living Annuitant, Owner, or Beneficiary, we may require satisfactory proof of that person's survival prior to making such payment.

Annual Reports. We will send you a report, without charge, at least annually which provides information about your contract required by any applicable law. You may request additional reports without charge at any time. The reports provided will provide current information as of a date not more than four months prior to the date of mailing.

The report will include at least the following information: 

a) The beginning and end dates for the current report period;

b) The Contract Value at the beginning and end of the current report period;

c) The amounts that have been credited and debited to your Contract Value during the current report period, identified by the type of activity the amount represents;

d) The Death Benefit at the end of the current report period; and

e) The Surrender Value at the end of the current report period.

Deferral of Payment. Subject to obtaining prior approval in writing by the state insurance commissioner, we may defer payment of your Authorized Request for a partial withdrawal or full surrender for a period not exceeding six months. We will credit interest on deferred amounts as required by state law. The Company will not defer payment of Death Benefits.

Applicable Law. The provisions of this contract conform with the minimum requirements of the state in which the contract is delivered (“state of issue”). The laws of the state of issue control over any conflicting laws of any other state in which the Owner may live on or after the Contract Issue Date. The Contract is intended to be treated as an annuity contract under federal and state tax laws. The Company will amend this contract as required to maintain compliance with applicable insurance and tax laws.

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CHANGE OF OWNER, ANNUITANT AND BENEFICIARY

Change of Owner. The Owner may request to change ownership at any time after the Contract Issue Date by Authorized Request. Unless otherwise specified by the Owner, such change will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request. A change of Owner request may be refused in a non-discriminatory manner in order to comply with any applicable laws or regulations in effect at the time of the request.

Change of Annuitant. If the Owner is a natural person, the Annuitant can be changed at any time before the Income Payout Date by Authorized Request. A request to change the Annuitant must be received by us at least 30 days before the Income Payout Date. Unless otherwise specified by the Owner, such change will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request. If the Annuitant is changed, the anticipated Income Payout Date will not change. The Annuitant cannot be changed on or after the Income Payout Date for any reason. If the Owner is a non-natural person, the Annuitant cannot be changed.

Change of Beneficiary. The Beneficiary can be changed by Authorized Request but requires the consent of any Irrevocable Beneficiary. Unless otherwise specified by the Owner, such change will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request.

Assignment. Assignment of your contract is not allowed.

PURCHASE PAYMENT AND ALLOCATION OPTIONS 

Purchase Payment Allocation. On the Contract Issue Date, your Purchase Payment will be allocated to the Allocation Options based on the instructions specified on your application. Your allocation instructions on the Contract Issue Date are shown on the Data Page.

Transfers. An Allocation Option is available on the Contract Issue Date and thereafter at the end of the Interest Term until the length of time before the Payout Date is less than the duration of the Interest Term. For example, an Interest Term of one year is available on the Contract Issue Date and every Contract Anniversary thereafter; whereas an Interest Term of six years is available on the Contract Issue Date and every 6th Contract Anniversary thereafter unless there is less than six years until the Payout Date.

At the end of the Interest Term for an Allocation Option, you may elect to transfer the value to any available Allocation Option or a different Indexed Interest Floor as of the start of the next Interest Term via transfer instructions by Authorized Request. Only one Indexed Interest Floor for a given Allocation Option can be elected at any given time.

New transfer instructions by Authorized Request will supersede any prior transfer instructions for a given Allocation Option. If we do not receive transfer instructions by Authorized Request at least one Business Day prior to the end of the current Interest Term, we will apply the value of the Allocation Option to a new Interest Term of the same Allocation Option with the same Indexed Interest Floor, if applicable. If the same Allocation Option is not available, we will apply the value to the Declared Rate Account with the shortest Interest Term.

Changes to Crediting Strategy Components. We may declare a new Indexed Interest Cap and Indexed Interest Participation Rate for each subsequent Interest Term and will notify you of the new Indexed Interest Cap and Indexed Interest Participation Rate at least two weeks in advance of the start of an Interest Term. The Indexed Interest Cap and Indexed Interest Participation Rate will never be less than the minimum rates shown on the Data Page. The Indexed Interest Floors and Indexed Interest Buffer for an Allocation Option will not change during the life of your Contract unless the Allocation Option is discontinued.

Addition or Discontinuation of an Allocation Option. We may offer additional Allocation Options, which include offering an additional Index, Crediting Strategy, or Interest Term. We may also discontinue an Allocation Option, effective as of the end of an Interest Term. We will notify you of the addition or discontinuation of an Allocation Option. Such a change will be subject to any applicable regulatory approval that may be required. Any change we make will be on a non-discriminatory basis.

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Discontinuation or Substantial Change to an Index. If publication of the Index associated with a given Risk Control Account is discontinued or the calculation of the Index is materially changed during an Interest Term, we will substitute a suitable Index that will be used for the remainder of the Interest Term and notify you of the change in advance. Such a change will be subject to any applicable regulatory approval that may be required. Any change we make will be on a non-discriminatory basis.

Notification will be in your annual report unless timing of any such change would cause us to send a separate notification prior to your Contract Anniversary.

CONTRACT VALUE 

Contract Value during the Accumulation Period. Your Contract Value on your Contract Issue Date is equal to the Purchase Payment. On any other day during the Accumulation Period, the Contract Value is equal to the account value in all Allocation Options. The calculation of account value varies by Allocation Option.

Declared Rate Account Value. The Declared Rate Account Value is equal to: 

a) The amount applied to the Declared Rate Account at the start of the current Interest Term; minus

b) Any withdrawals (including any Surrender Charge and Interest Adjustment); plus

c) The interest earned.

The Equity Adjustment does not apply to Contract Value in the Declared Rate Account. 

Risk Control Account Value. The Risk Control Account Value is calculated separately for each Risk Control Account and varies based on the Business Day it is calculated:  

• On the first Business Day of an Interest Term, the Risk Control Account Value is equal to the Crediting Base.

• On the last Business Day of an Interest Term, the Risk Control Account Value is equal to the Crediting Base multiplied by the sum of one plus the Adjusted Index Return.

• On every other Business Day, the Risk Control Account Value is equal to the Crediting Base plus the Equity Adjustment.

Crediting Base. The Crediting Base is equal to the amount allocated to a Risk Control Account at the start of the Interest Term, reduced proportionally for any withdrawals.

A withdrawal will proportionally reduce the Crediting Base by the ratio of the withdrawal to the Risk Control Account Value immediately prior to the withdrawal. Withdrawals include any applicable Surrender Charge and Interest Adjustment.

Index Return and Adjusted Index Return. The Index Return and Adjusted Index Return are calculated to determine the interest credited to a Risk Control Account. The Index Return and Adjusted Index Return are calculated separately for each Risk Control Account.

The Index Return is the percentage change in the Index from the beginning of the Interest Term to the end of the Interest Term. The Index Return is calculated using the following formula:

Index Return = A / B – 1, where:

A = Index Value on the last day of the Interest Term 

B = Index Value on the first day of the Interest Term

If the first or last day of the Interest Term does not fall on a Business Day, the Index Value for the next Business Day will be used.

The Adjusted Index Return is the Index Return for the current Interest Term adjusted for the Crediting Strategy. The calculation of the Adjusted Index Return varies based on the Crediting Strategy and is shown on the Data Page.

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Equity Adjustment. The Equity Adjustment is calculated at the end of each Business Day except the first and last day of an Interest Term. The Equity Adjustment may change each Business Day and the change may be positive or negative.

The Equity Adjustment reflects the change in value of derivative instruments that hedge market risks associated with the Risk Control Accounts. The value is determined using an option pricing formula. It is calculated separately for each Risk Control Account and varies based on the Crediting Strategy. The Equity Adjustment calculation is on file with the insurance supervisory official in the jurisdiction in which this contract is issued.

Interest Adjustment. The Interest Adjustment reflects the change in value of the investments that support the guarantees under this contract upon withdrawal during the Allocation Option Period. A withdrawal, including a partial withdrawal, a full surrender of the contract, the Death Benefit, or the Contract Value applied to an income payout option, may be adjusted (increased or decreased) for the Interest Adjustment. The Interest Adjustment is calculated separately for each Allocation Option.

On any given Business Day, the Interest Adjustment is calculated by multiplying the amount withdrawn by the sum of the Interest Adjustment factor (IAF) minus one (i.e. IAF – 1), where IAF is equal to the following formula:

IAF = ((1 + I + K)/(1 + J + L))^N, where:

I = The applicable rate for Interest Adjustment Index 1 as of the Allocation Option Start Date for a maturity consistent with the Allocation Option Period. 

J = The applicable rate for Interest Adjustment Index 1 as of the date of withdrawal for a maturity consistent with the remaining number of years (whole and partial) in the Allocation Option Period. 

K = The applicable rate for Interest Adjustment Index 2 as of the Allocation Option Start Date. 

L = The applicable rate for Interest Adjustment Index 2 as of the date of withdrawal. 

N = The number of years (whole and partial) from the date of withdrawal until the Allocation Option Maturity Date.

If there is no corresponding length of the Interest Adjustment Index 1, then the linear interpolation of the Index with maturities closest to N will be used to determine I and J.

There is no Interest Adjustment on the Allocation Option Maturity Date.

The Interest Adjustment Indices are shown on the Data Page. If an Interest Adjustment Index is discontinued, or if the publication of any component of an Interest Adjustment Index is discontinued, or if the calculation of an Interest Adjustment Index is changed substantially, we may substitute for the discontinued or substantially changed Index subject to any applicable regulatory approval that may be required. Before a substitute Index is used, we will notify you of the substitution. Any change we make will be on a non-discriminatory basis.

SURRENDER VALUE AND WITHDRAWALS

Partial Withdrawals. You may make partial withdrawals during the Accumulation Period by Authorized Request. The partial withdrawal will be processed the Business Day it is received. Unless you instruct us otherwise, withdrawals will be taken proportionally from the Contract Value in each Allocation Option. Any applicable Surrender Charge, Equity Adjustment, and Interest Adjustment will affect the amount available for a withdrawal.

If a partial withdrawal would cause the Surrender Value to be less than the minimum Surrender Value remaining after any partial withdrawal amount shown on the Data Page, we will treat your request as a full surrender.

Annual Free Withdrawal Amount. The Annual Free Withdrawal Amount is the amount that can be withdrawn without incurring a Surrender Charge in a Contract Year. The Annual Free Withdrawal Amount in the first Contract Year is 10% of the Purchase Payment less any withdrawal taken in that Contract Year. The Annual Free Withdrawal Amount in subsequent Contract Years is equal to 10% of the Contract Value as of the last Contract Anniversary less any withdrawals taken in the current Contract Year. Any unused Annual Free Withdrawal Amount will not carry over to the next Contract Year.

Surrender Value. You have the right to surrender this contract at any time during the Accumulation Period or on the Payout Date by Authorized Request. If you surrender this contract, you will be paid the Surrender Value, as of the Business Day we received your Authorized Request. We may require that the contract be returned to our Administrative Office prior to making payment of the Surrender Value.

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The Surrender Value is equal to: 

a) Your Contract Value at the end of the Valuation Period in which we receive your Authorized Request, including any applicable Equity Adjustment; minus

b)	Any applicable Surrender Charge; adjusted for
c)	Any applicable Interest Adjustment.

Upon payment of the Surrender Value, this contract is terminated, and we have no further obligation under this contract.

Amounts Not Subject to Surrender Charge. A Surrender Charge will not be incurred in the following situations: 

• The Annual Free Withdrawal Amount;

• Required Minimum Distributions that are withdrawn under an automatic withdrawal program provided by us;

• Death Benefit proceeds;

• Withdrawals on an Allocation Option Maturity Date;

• Amounts withdrawn after the Surrender Charge period; and

• Amounts applied to an income payout option.

An Authorized Request to withdraw on an Allocation Option Maturity Date must be received at least one Business Day prior to the Allocation Option Maturity Date.

DEATH BENEFIT OPTIONS

Notwithstanding any provision to this contract to the contrary, any benefits required to be paid under this contract will be paid in a manner that satisfies the requirements of section 72(s) of the IRC.

Death of Owner During Accumulation Period. If an Owner who is a natural person dies during the Accumulation Period, the Beneficiary is entitled to the Death Benefit. If there is a Joint Owner, the Death Benefit will be available when the first Joint Owner dies. If there is a surviving Owner, the surviving Joint Owner will be treated as the sole primary Beneficiary. Any other Beneficiary will be treated as a contingent Beneficiary.

The following Death Benefit options are available:

Option A: If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the contract as the new Owner. This benefit may only be exercised one time. An individual who does not meet the definition of Spouse may not be able to continue the contract for that person’s lifetime. That individual must receive the proceeds of the contract and any attached endorsements or riders within the time period specified in section 72(s) of the IRC.

Option B: If the Beneficiary is a natural person, the Death Benefit proceeds will be applied in accordance with section 72(s) of the IRC under one of the income payout options. The income payments must be made for the Beneficiary’s life or a period not extending beyond the Beneficiary’s life expectancy. Payments must commence within one year of the date of the Owner’s death.

Option C: A Beneficiary may receive the Death Benefit proceeds in a single lump sum at any time within five years after the date of the Owner’s death.

Unless Option A is elected, or payments under Option B commence within one year of the date of the Owner’s Death, the entire interest in the contract will be paid under Option C.

Death of Annuitant During Accumulation Period. If an Annuitant who is not an Owner dies during the Accumulation Period and the Owner is a natural person, the following will occur: 

a) If there is a surviving Joint Annuitant, the surviving Joint Annuitant will become the Annuitant.

b) If there is no Joint Annuitant, the Owner(s) will become the Annuitant(s).

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When the Owner is a non-natural person, and an Annuitant dies during the Accumulation Period the following will occur: 

a) The death of any Annuitant will be treated as the death of the Owner and Death Benefit proceeds must be distributed in accordance with the Death Benefit Options B or C.

b) Unless payments under Option B commence within one year of the date of the Owner’s death, the entire interest in the contract will be paid in accordance with Option C.

Payment of Death Benefit Proceeds. The Death Benefit proceeds are payable upon our receipt of Proof Of Death (Owner’s death or Annuitant’s death if the Owner is a non-natural person), and proof of each Beneficiary’s interest, which includes the required documentation and proper instructions from each Beneficiary. So far as permitted by law, the Death Benefit proceeds will not be subject to any claim of the Beneficiary's creditors. The contract is terminated upon payment of the Death Benefit proceeds. 

Death Benefit Proceeds Amount. The amount that will be paid as Death Benefit proceeds during the Accumulation Period is equal to the greater of: 

a) The current Contract Value on the date Death Benefit proceeds are payable, including any applicable Equity Adjustment and Interest Adjustment; or

b) The Purchase Payment adjusted for withdrawals.

Withdrawals will proportionally reduce the Purchase Payment by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal. Withdrawals include deductions for any applicable Surrender Charge and Interest Adjustment.

If an Owner is added or changed, except in the case of spousal continuation, the amount that will be paid upon the death of the new Owner is equal to the Contract Value on the date Death Benefit proceeds are payable, including any applicable Equity Adjustment and Interest Adjustment. There is no impact on the Death Benefit if an Owner is removed.

The Death Benefit amount will not be less than the amount required by state law in which the contract was delivered. The Death Benefit proceeds include any interest paid on the Death Benefit proceeds as required by state law. Interest, if any, will be calculated at the rate and for the time period required by state law. A Surrender Charge will not apply to Death Benefit proceeds.

Spousal Continuation. If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the contract at the current Contract Value. In this event, the surviving Spouse will assume ownership of the contract. This benefit may only be exercised one time.

Death of Owner After the Income Payout Date. If an Owner dies on or after the Income Payout Date, the Beneficiary will receive any remaining income payments. 

Death of Annuitant After the Income Payout Date. If all Annuitants die before all of the guaranteed income payments have been made, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways: 

a) Income payments will be continued during the remainder of the guaranteed period certain to the Owner; or

b) The present value of the remaining income payments computed at the interest rate used to create the income payout option in effect will be paid to the Owner.

If all Annuitants die and there are no remaining guaranteed income payments, the contract is terminated, and we have no further obligation under the contract. 

INCOME PAYMENTS, INCOME PAYOUT PERIODS AND INCOME PAYOUT OPTIONS 

Income Payments. A series of payments made by us during an income payout period, based on the income payout option you select. For life options, income payments are based on the Annuitant’s gender and adjusted age.

For installment options, income payments are based on the selected duration of payments. The first income payment will be paid as of the Income Payout Date.

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Income Payments Frequency. You may choose to receive income payments monthly, quarterly, semi-annually or annually for installment options. If you choose a life income payout option, your payments will be received monthly. 

Minimum Income Payment Amount. If the Contract Value is less than $2,500, we may make a lump sum payment equal to the Contract Value in lieu of income payments. For installment options, if the amount of the income payment would be less than $20, we may reduce the frequency of payments to an interval which will result in the payment being at least $20, but with a frequency of no less than annually.

Income Payout Period. The period of time that:

a) Begins on the Income Payout Date; and

b) Continues until we make the last payment as provided by the income payout option chosen.

On the first day of this period, the Contract Value, including any applicable Equity Adjustment and Interest Adjustment, will be applied to the income payout option selected. If an income payout option is not selected, the default income payout options will be as follows unless otherwise required under the Internal Revenue Code:

a) Life Income Option with a 10-year guaranteed period certain for contracts with one Annuitant; and

b) Joint & Survivor Life Income Option with a 10-year guaranteed period certain for contracts with two Annuitants.

The Annuitant and Owner cannot be changed after the Income Payout Date for any reason. Surrender Charges, Interest Adjustments, and Equity Adjustments do not apply to income payments during the income payout period. 

Income Payout Date. The anticipated Income Payout Date is the first Contract Anniversary after the oldest Annuitant’s 95^th birthday. Even if the Annuitant is changed, the Income Payout Date will not change unless you request a different date by Authorized Request. Requests for changing the Income Payout Date must meet the criteria below: 

a) The request is made while the Owner is living;

b) The request is received at our Administrative Office at least 30 days before the anticipated Income Payout Date;

c) The requested Income Payout Date is at least two years after the Contract Issue Date; and

d) The requested Income Payout Date is no later than the anticipated Income Payout Date.

Income Payout Options. There are different ways to receive income payments. We call these income payout options. Three income payout options are described below. The income payout options described may not be available in all states at all times. Other income payout options may be available with our consent.

The income option tables for the income payout options are shown on the Data Page. The amount of each income payment is guaranteed by us. Higher current rates may be applicable on the Income Payout Date. You may contact us at our Administrative Office for a quote of the current rates. The amount of any income payment at the time it starts will never be less than that which would have been provided by applying the Surrender Value to purchase a single premium immediate annuity at the purchase rates then offered by us to the same class of Annuitants. 

Option 1 – Installment Option. You can elect to receive payments for any number of years between 10 and 30. The income payments are guaranteed for the chosen number of years.

Option 2 – Life Income Option – Guaranteed Period Certain. We will pay monthly income payments for as long as the Annuitant lives and at least for as long as the guaranteed period certain chosen. 

The guaranteed period certain choices are: 

a) 0 years (life income only);

b) 5 years;

c) 10 years;

d) 15 years; or

e) 20 years.

Option 3 – Joint and Survivor Life Income Option – 10-Year Guaranteed Period Certain. We will pay monthly income payments for as long as either of the Annuitants is living and at least for 10 years. 

Income payment(s) will be made to the Beneficiary if there is no surviving Owner. If there is no surviving Owner or Beneficiary, income payment(s) will be made to the Owner’s estate.

2020-VAIL

12 

SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT WITH INDEX-LINKED INTEREST OPTIONS 

Income Payments Starting on the Income Payout Date 

Death Benefit Payable at Death Prior to the Income Payout Date 

Non-Participating

MEMBERS Life Insurance Company

[2000 Heritage Way, Waverly, Iowa 50677]

[Phone: 800.798.5500]

2020-VAIL

13 

EX-4.II

Exhibit 4(ii)

Application [ CUNA MUTUAL GROUP]

[CUNA Mutual Group ZoneChoice™  Annuity]	MEMBERS Life Insurance Company
Single Premium Deferred Variable Annuity with Index-Linked Interest Options	[2000 Heritage Way  • Waverly, IA 50677]

1  Plan Option[s]

[Check one plan option.] [☐][ CUNA Mutual Group ZoneChoice™ Annuity]

2  Owner and Annuitant

Section 2A must be completed. The owner will be the annuitant unless an annuitant is named in section 2B. To name a joint owner, complete section 2C. To name more parties to the contract, use section 8. Minimum age on contract issue date is [21]. Maximum age on contract issue date is [85].

A. Owner. Complete this first box for a natural person owner.

Name				Gender	☐  Male	☐  Female
	FIRST	MI	LAST

Date of Birth U.S. Citizen  ☐  Yes ☐  No

Complete this box if the owner is a non-natural person, such as a trust/entity owner. This is only allowed for a non-qualified annuity type. For a trust owner, submit [form 1920(ML)] and a copy of the trust document or [form 1919(ML)]. For entities other than a trust, complete [form1921(ML)].

Name of Trust/Entity

Date of Trust/Incorporation  Person Authorized to Receive Correspondence

Trustee/Authorized Person Name(s)

All owners must complete this next box.

Social Security Number or Employer ID Number Daytime Phone  ☐  Cell ☐  Other

Residential Address
	STREET (CANNOT BE P.O. BOX)	CITY	STATE	ZIP

Mailing Address (if different)
	STREET OR P.O. BOX	CITY	STATE	ZIP

Email Address

B. Annuitant (if other than Owner). Complete this box only if the annuitant is someone other than the owner named in section 2A.

Name				Gender	☐  Male	☐  Female
	FIRST	MI	LAST

Date of Birth Relationship to Owner(s) U.S. Citizen  ☐  Yes ☐  No

Social Security Number Daytime Phone  ☐  Cell ☐  Other

Residential Address
	STREET (CANNOT BE P.O. BOX)	CITY	STATE	ZIP

Mailing Address (if different)
	STREET OR P.O. BOX	CITY	STATE	ZIP

C. Joint Owner. Complete this box to name a joint owner. Must be an individual person. Only allowed for a non-qualified annuity type.

Name				Gender	☐  Male	☐  Female
	FIRST	MI	LAST

Date of Birth U.S. Citizen  ☐  Yes ☐  No

Social Security Number Daytime Phone  ☐  Cell ☐  Other

Residential Address
	STREET (CANNOT BE P.O. BOX)	CITY	STATE	ZIP

Mailing Address (if different)
	STREET OR P.O. BOX	CITY	STATE	ZIP

Email Address

[Alaska and Arizona:] [Upon written request, we will provide within a reasonable time (within 10 days of your written request) reasonable factual information regarding the benefits and provisions of the contract to you. If for any reason you decide not to keep your contract, return it to us or notify us within 10 days (30 days if you are age 65 or over and reside in Arizona) that you do not want to keep it. We will refund either the Contract Value, or the greater of the Contract Value or Purchase Payment(s) less withdrawals, as required by state law within 7 days of the date of cancellation. You may return it to MEMBERS Life Insurance Company at the address shown above, or to the agent who sold it to you.]

I UNDERSTAND THAT THE VALUES PROVIDED BY THE CONTRACT MAY INCREASE OR DECREASE AND ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

2020-VAILAPP Page 1 DOC CODE 02

3 Annuity Type and Payment Source

Complete sections 3A and 3B. [For SEP IRA, complete form 5305-SEP.]

A. Annuity Type. Check one annuity type and complete the row for that type. Total your payment classification(s) at the bottom of this section.

ANNUITY TYPE

PAYMENT CLASSIFICATION

☐ Non-qualified

$

$

NON-1035 EXCHANGE

1035 EXCHANGE

☐ Non-qualified Stretch

$

1035 EXCHANGE

Individual Retirement Annuity(IRA) (check only one)

$

$

$

$

$

☐  Traditional IRA

ROLLOVER

TRANSFER

CURRENT YEAR

PRIOR YEAR

ROTH CONVERSION

☐  Roth IRA

CONTRIBUTION

CONTRIBUTION

(AVAILABLE ONLY IF

☐  Simplified Employee

ROTH IRA BOX IS

Pension (SEP) IRA

CHECKED)

Inherited IRA

☐  Traditional IRA

$

$

☐  Roth IRA

ROLLOVER

TRANSFER

Enter total purchase payment. Enter the total of all amounts above at the right. Minimum is [$5,000] and maximum is [$999,999 ($1,000,000+ requires prior approval)]. Make any checks payable to MEMBERS Life Insurance Company. The purchase payment applied will equal the actual amount received by the Company. $

B. Source(s) of Payment. This section must be completed, even if there is only one source of payment. Complete one line for each payment source. (Combining after-tax and tax-deferred dollars from qualified plan rollovers is not permitted; separate applications and contracts are required for both the after-tax dollars (Roth) and tax deferred amounts.) All sources of funds must be received before the contract will be issued.

Source/Company Name		Estimated Amount/ Amount If By Check	Existing Plan Type
	$
	$
	$
	$

4 Purchase Payment Allocation

Complete the section below to allocate your purchase payment. Allocation percentages must total 100%. Use only 1% increments.

	Percentage	Allocation Option
	%	[Declared Rate Account with 1-Year Interest Term]
		[S&P 500 Index with 1-Year Interest Term and Floor
	%	Select one Floor:
		☐ 0% ☐ -1% ☐ -2% ☐ -3% ☐ -4% ☐ -5% ☐ -6% ☐ -7% ☐ -8% ☐ -9% ☐ -10%]
		[Barclays Risk Balanced Index with 1-Year Interest Term and Floor
	%	Select one Floor:
		☐ 0% ☐ -1% ☐ -2% ☐ -3% ☐ -4% ☐ -5% ☐ -6% ☐ -7% ☐ -8% ☐ -9% ☐ -10%]
	%	[S&P 500 Index with 6-Year Interest Term and -10% Buffer]
	%	[Barclays Risk Balanced Index with 6-Year Interest Term and -10% Buffer]
	100%	Total

2020-VAILAPP Page 2 DOC CODE 02

5 Replacement Information

Read and answer both questions and complete all information.

☐  Yes	☐  No	Do you have any existing life insurance policies or annuity contracts with MEMBERS Life Insurance Company or any other company? If yes, a completed Important Notice: Replacement of Life Insurance or Annuities must accompany this application if required by your state.
☐  Yes	☐  No	Will this contract replace, discontinue or change any existing life insurance policies or annuity contracts with MEMBERS Life Insurance Company or any other company? If yes, a completed Replacement Form must accompany this application if required by your state.

Company Name of Policy/Contract Being Replaced Policy/Contract Number

6 Beneficiary

IMPORTANT
INFORMATION ●     List each primary beneficiary and each contingent beneficiary, if any, below. If the type (primary or contingent) is not checked, primary is assumed. Use section 8 or a separate signed and dated sheet of paper to list more beneficiaries.  ●     Death benefit proceeds will be divided equally among the named beneficiaries, unless indicated otherwise.  ●     If a joint owner is named, the surviving joint owner is the automatic primary beneficiary. List each contingent beneficiary, if any, below.  ●     If a non-natural person is named as owner, the non-natural person is typically named as the primary beneficiary. 

For Individual Beneficiaries:

_____% Share

☐  Primary
☐  Contingent	NAME		ADDRESS
☐  Irrevocable
	RELATIONSHIP	DATE OF BIRTH	SOCIAL SECURITY NUMBER	DAYTIME PHONE
	EMAIL ADDRESS

_____% Share

☐  Primary
☐  Contingent	NAME		ADDRESS
☐  Irrevocable
	RELATIONSHIP	DATE OF BIRTH	SOCIAL SECURITY NUMBER	DAYTIME PHONE
	EMAIL ADDRESS

_____% Share

☐  Primary
☐  Contingent	NAME		ADDRESS
☐  Irrevocable
	RELATIONSHIP	DATE OF BIRTH	SOCIAL SECURITY NUMBER	DAYTIME PHONE
	EMAIL ADDRESS

For Non-Natural Person Beneficiaries:

_____% Share

☐  Primary
☐  Contingent	NAME OF TRUST / ENTITY	ADDRESS
☐  irrevocable
	NAME OF TRUSTEE/AUTHORIZED PERSON
	TRUST / INCORPORATION DATE	SSN/EIN	DAYTIME PHONE

2020-VAILAPP Page 3 DOC CODE 02

7 Fraud Warning

Refer to the warning for your state below.

[Alabama, Arkansas, Louisiana and Maryland:] [Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.] 

[Colorado:] [It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies.]

[District of Columbia:] [WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.] 

[Florida:] [Any person who knowingly and with intent to injure, defraud or deceive any insurer files a statement of claim or an application containing any false, incomplete or misleading information is guilty of a felony of the third degree.]

[Maine:] [It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.]

[New Hampshire:] [Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit, or knowingly presents false information in an application for insurance may be guilty of a crime and subject to fines, and denial of insurance benefits, depending on state law.]

[New Jersey:] [Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.]

[Ohio:] [Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.]

[Pennsylvania:] [Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.]

[Tennessee:] [It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.]

[Vermont:] [Any person who knowingly presents a false statement in an application for insurance may be guilty of a criminal offense and subject to the penalties under state law.]

[Virginia:] [Any person who, with the intent to defraud or knowing that s/he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement may have violated the state law.] 

[All other states:] Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit, or knowingly presents false information in an application for insurance may be guilty of a crime and subject to fines and confinement in prison, and denial of insurance benefits, depending on state law.

[State Variations]

8 Special Instructions

OPTIONAL. Please print any special instructions below for the administrative office to use when processing your application. You may also use this area to list more parties to the contract not listed in section 2 or additional beneficiaries not listed in section 6.

2020-VAILAPP Page 4 DOC CODE 02

9 Agreement and Signature

Read and have all parties to the contract sign below.

● I have read the application and represent that all statements and answers, as they pertain to me, are true and complete to the best of my knowledge and belief and are the basis for any contract issued by MEMBERS Life Insurance Company; and I understand that no information will be considered to have been given to MEMBERS Life Insurance Company unless it is stated in this application.

● I understand that no registered representative/agent/insurance producer is authorized to make, void, waive or change any conditions or provisions of the application or contract.

● The USA Patriot Act requires all financial institutions, including insurance companies, to verify the identity of their customers. I understand that providing my name, address, date of birth and taxpayer identification number allows MEMBERS Life Insurance Company to verify my identity. This verification process may include the use of third party sources to verify the information provided.

● I am exempt from the Foreign Account Tax Compliance Act (FATCA) and it is not applicable.

● I certify, under penalties of perjury, that I am a U.S. person (including a U.S. resident alien) and that the Social Security Number or Employer ID Number is correct.

● I acknowledge that the contract I have applied for is suitable for me based on my investment objective, financial situation and needs. In addition, if this contract will replace, change or modify an existing policy or contract, I hereby confirm my belief that replacing my existing policy or contract is suitable, and I have considered product features, fees and charges.

● I understand that MEMBERS Life Insurance Company will have no liability until a contract is issued, delivered and accepted by me.

● I understand my contract will not be issued until the contract issue date following receipt of my application by MEMBERS Life Insurance Company in good order. No interest will be credited to my purchase payment prior to the contract issue date.

● I UNDERSTAND THAT THE VALUES PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

● I UNDERSTAND THAT THE CONTRACT VALUE ALLOCATED TO A RISK CONTROL ACCOUNT(S) IS VARIABLE AND IS BASED IN PART ON THE INVESTMENT EXPERIENCE OF EXTERNAL INDICES. IT MAY BE AFFECTED BY THOSE EXTERNAL INDICES, AND AS A RESULT, MAY INCREASE OR DECREASE IN VALUE BASED ON THE INVESTMENT EXPERIENCE OF THE RISK CONTROL ACCOUNT(S), SUBJECT TO THE CREDITING STRATEGY. THE RISK CONTROL ACCOUNTS DO NOT DIRECTLY PARTICIPATE IN ANY STOCK OR EQUITY INVESTMENTS.

● I UNDERSTAND THAT THE CONTRACT VALUE MAY BE SUBJECT TO AN INTEREST ADJUSTMENT AND AN EQUITY ADJUSTMENT. ANY ADJUSTMENT IS IN ADDITION TO ANY SCHEDULED SURRENDER CHARGE.

● I UNDERSTAND THAT THE DEATH BENEFIT IS NOT SUBJECT TO A SURRENDER CHARGE.

● I have received and read a copy of the Annuity Disclosure for this product and I understand it.

{●} [If I am a Connecticut resident, I have received the Connecticut Index-Linked Annuity Disclosure applicable to my Plan Option.]

● I understand the Annuitant has no rights of ownership to the contract.

● I ACKNOWLEDGE RECEIPT OF A CURRENT PROSPECTUS FOR THIS ANNUITY.

[State Variations]

Signed at		Signed on
	STATE [OF RESIDENCE]		DATE

SIGNATURE OF OWNER, TRUSTEE(S), AUTHORIZED PERSON(S) NAMED IN SECTION 2A	DATE
SIGNATURE OF JOINT OWNER NAMED IN SECTION 2C (IF ANY)	DATE
SIGNATURE OF ADDITIONAL TRUSTEE(S)/AUTHORIZED PERSON(S) NAMED IN SECTION 2A	DATE

	[Louisiana:] [The Annuitant must consent to the contract being purchased when they are not the Owner or Joint Owner.]
	SIGNATURE OF ANNUITANT NAMED IN SECTION 2B (IF ANY)	DATE
	SIGNATURE OF JOINT ANNUITANT (IF ANY) NAMED IN SECTION 8	DATE

2020-VAILAPP Page 5 DOC CODE 02

10 Administrative Office

FOR ADMINISTRATIVE USE ONLY.  Not to be used for any change that requires the owner’s agreement in writing.

11 Registered Representative/Agent/Insurance Producer

To be completed by the registered representative/agent/insurance producer.

A. Answer both questions and complete all information to the best of your knowledge and belief.

☐  Yes	☐  No	Does the applicant(s) have any existing life insurance policies or annuity contracts with MEMBERS Life Insurance Company or any other company? If yes, a completed Important Notice: Replacement of Life Insurance or Annuities must accompany this application if required by the state.
☐  Yes	☐  No	Will this contract replace, discontinue or change any existing life insurance policies or annuity contracts with MEMBERS Life Insurance Company or any other company? If yes, a completed Replacement Form must accompany this application if required by the state.
		If yes, I confirm:
		1. This replacement meets the standards for replacement sales identified in MEMBERS Life Insurance Company’s Statement Regarding the Acceptability of Life and Annuity Replacement Sales.

2. The following sales materials were used:

If no sales materials were used, state “None.”

B. ☐  Yes ☐  No Have you reviewed the owner’s identity documents in accordance with the USA Patriot Act and recorded all necessary information as follows?

1. If owner is a natural person:	☐  Driver’s License	☐  Passport	☐  Green Card	☐  Other Photo ID
					LIST TYPE

  Card No. Expiration Date Country/State of Issue

2. If owner is a trust/entity:

   Country/State Where Formed Date Formed

3. If there is a joint owner:	☐  Driver’s License	☐  Passport	☐  Green Card	☐  Other Photo ID
					LIST TYPE

   Card No. Expiration Date Country/State of Issue

C. If the applicant(s) is an active duty member of the United States Armed Forces (including active duty military reserve personnel), I certify I have completed the proper disclosure(s).

D. If sales materials were used, I certify that I have used only approved sales materials in connection with this sale and that copies of all sales materials used were left with the applicant(s).

E. I have reviewed the owner(s) investment objectives, financial situation and needs and explained how the annuity will meet their current financial needs and objectives.

F. I certify that I have reviewed the owner(s) suitability information and have determined that its proposed purchase is suitable as required under law based on information provided by the owner(s), as applicable, including information that is reasonably appropriate to determine the suitability of my recommendation.

G. I certify that I have also considered the liquidity needs of the owner(s), along with risk tolerance and investment time horizon; I have followed my broker/dealer’s suitability guidelines in the recommendation of this annuity; and I acknowledge that this application is subject to review for suitability by my broker/dealer.

H. I am registered with the Financial Industry Regulatory Authority (FINRA) and state-licensed for registered annuity contracts in all required jurisdictions.

I. I certify that I have truly and accurately recorded the information provided by the applicant.

	J.	I choose the following compensation option:
		[☐ 1(T000.0)	☐  2(T025.2)	☐  3(T035.2)	☐  4(T040.2)	☐  5(T050.2)	☐  6(T060.2)	☐  7(T100.2)]

2020-VAILAPP Page 6 DOC CODE 02

I UNDERSTAND THAT WHEN I SIGN THIS APPLICATION, I AM AGREEING TO ALL THE TERMS AND CONDITIONS APPLICABLE TO ME AS A REGISTERED REPRESENTATIVE/AGENT/INSURANCE PRODUCER.

Signature		Date
	SIGNATURE OF REGISTERED REPRESENTATIVE/AGENT/INSURANCE PRODUCER		DATE

	Rep ID		Rep Name
		5-DIGIT REP NUMBER		PRINT FULL NAME
	Rep Phone		Rep Email
		BEST NUMBER TO CALL		PRINT EMAIL
			[FL License Number
				FL LICENSE NUMBER (IF APPLICABLE)]
	Credit Union ID		Credit Union Name
		8-DIGIT CU NUMBER (IF APPLICABLE)		PRINT NAME OF CU (IF APPLICABLE)
	Broker/Dealer ID		Broker/Dealer Name
		B/D NUMBER		PRINT NAME OF B/D (IF OTHER THAN CBSI)
	General Agent ID		General Agent Name
		GA NUMBER (IF APPLICABLE)		PRINT NAME OF GA (IF APPLICABLE)

2020-VAILAPP Page 7 DOC CODE 02

EX-4.III

Exhibit 4(iii)

[]

MEMBERS Life Insurance Company

[2000 Heritage Way, Waverly, Iowa 50677]

Phone: [800.798.5500]

[http://www.cunamutual.com]

AMENDMENT TO ANNUITY APPLICATION

IMPORTANT INFORMATION REGARDING YOUR CONTRACT COVERAGE

Owner: [John Doe] [Contract Number: [123456789]]

[Joint Owner: [Jane Doe] ]

[Annuitant (if other than Owner): [James Doe] ]

[Joint Annuitant (if other than Joint Owner): [Jimmy Doe] ]

Date of Original Application: [October 1, 2020]

I understand and agree that the application [and contract issued on the basis of the application] is amended as follows:

	Plan Option
	The Plan Option is [____________].
		●	CUNA Mutual Group ZoneChoiceTM Annuity
		●	Other – see Explanation of Variables

	Owner and Annuitant
		●	The gender of the above named [Owner] is [male].
		●	The date of birth of the above named [Owner] is [January 15, 1956].
		●	The [Joint Annuitant] of this contract is [Jane Doe].
		●	Other – see Explanation of Variables.

	Annuity Type
	The Annuity Type is [___________].
		●	Non-qualified;
		●	Non-qualified stretch
		●	Traditional IRA;
		●	Roth IRA;
		●	Simplified Employee Pension (SEP) IRA;
		●	Inherited IRA – Traditional;
		●	Inherited IRA - Roth
		●	Other – see Explanation of Variables

	Purchase Payment Allocation
	The purchase payment is allocated as follows:
		●	[Percentage] [to Allocation Option]
		●	Other – see Explanation of Variables

	Incomplete Information
	I hereby verify that [______________] of the application is as stated below:
		------- Dictation Area --------

2020-APPAMEND

1 

Signatures

This amendment is effective as of the issue date of the contract to which it is attached. I agree that the representations in this Amendment are true and complete to the best of my knowledge and belief on the date signed.

Date signed:
	(month, day and year)

	Signature of Owner
	Signature of Joint Owner

	[Louisiana:] [The Annuitant must agree to the representations in this Amendment when they are not the Owner or Joint Owner.]
	Signature of Annuitant (if other than Owner)
	Signature of Joint Annuitant (if other than Joint Owner)

MEMBERS Life Insurance Company

	President

2020-APPAMEND

2 

EX-4.IV

Exhibit 4(iv)

 DATA PAGE CONTRACT NUMBER: [123456789]

GENERAL INFORMATION

Owner(s)	Contract Issue Date
[John Doe]	[October 1, 2020]
Annuitant(s)	Annuitant(s) Issue Age(s)
[John Doe]	[35]

Endorsements/Riders Attached:

  Nursing Home or Hospital/Terminal Illness Withdrawal Privilege Endorsement Individual Retirement Annuity Endorsement Roth Individual Retirement Annuity Endorsement Post Death Annuity Exchange Endorsement

Purchase Payment: $[10,000.00]

SURRENDER CHARGE SCHEDULE

Contract Year		1	2	3	4	5	6	7+
Surrender Charge %		9%	9%	8%	7%	6%	5%	0%

WITHDRAWALS

Partial Withdrawal Information:

Minimum Partial Withdrawal Amount: $[100]

Minimum Surrender Value Remaining After Any Partial Withdrawal: $[2,000]

NOTE: If a partial withdrawal would cause the Surrender Value to be less than the minimum shown above, we will treat your request as a full surrender.

INITIAL ALLOCATION OPTIONS

Initial Allocation Option Start Date:	[October 10, 2020]
Initial Allocation Option Maturity Date:	[October 10, 2026]
Allocation Option Period:	[6 Years]

Risk Control Accounts:

	[Crediting Strategy: Indexed Interest Floor and Indexed Interest Cap Available Indexed Interest Floors: 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, -10%]
	Index	Interest	Minimum Indexed		Initial		Initial Indexed	Initial Indexed Interest
		Term	Interest Cap	Allocation			Interest Floor	Cap
	[S&P 500 Index]	[1-Year]	[1.00%]			[50%]	[-5%]	[10%]
	[Barclays Risk	[1-Year]	[1.00%]			[10%]	[-5%]	[10%]
	Balanced Index]

1 

DATA PAGE continued

	[Crediting Strategy: Indexed Interest Buffer and Indexed Interest Participation Rate]
	Index	Interest	Minimum Indexed		Initial		Indexed	Initial Indexed Interest
		Term	Participation Rate	Allocation			Interest Buffer	Participation Rate
	[S&P 500 Index]	[6-Year]	[10.00%]			[0%]	[-10%]	[100%]
	[Barclays Risk	[6-Year]	[10.00%]			[30%]	[-10%]	[100%]
	Balanced Index]

[Additional Risk Control Accounts]

Declared Rate Account:

Crediting Strategy: Interest Rate

	Interest	Initial Minimum		Initial		Initial Interest
	Term	Interest Rate*	Allocation			Rate
	[1-Year]	[1.00%]			[10%]	[3.00%]

[Applicable Index Disclosure Wording will print here, if required.]

*The Minimum Interest Rate will be calculated each calendar quarter (on each January 1, April 1, July 1, and October 1). The Minimum Interest Rate will be determined on each Allocation Option Start Date based on the calendar quarter in which the Allocation Option Start Date falls and will apply for the Allocation Option Period.

The Minimum Interest Rate will never be less than the lessor of: 

a) 3%; or

b) The interest rate determined as follows:

1) The average of the three applicable monthly five-year Constant Maturity Treasury (CMT) rates reported by the Federal Reserve, as described below, and rounded to the nearest 0.05%;

2) Minus 1.25%; and

3) Subject to a minimum interest rate of [1.00%].

The three monthly five-year Constant Maturity Treasury rates used in the calculation above are as follows:

● The prior September, October, and November monthly five-year CMT rates will be used to determine the first quarter interest rate that is effective each January 1;

● The prior December, January, and February monthly five-year CMT rates will be used to determine the second quarter interest rate that is effective each April 1;

● The prior March, April, and May monthly five-year CMT rates will be used to determine the third quarter interest rate that is effective each July 1; and

● The prior June, July, and August monthly five-year CMT rates will be used to determine the fourth quarter interest rate that is effective each October 1.

2 

DATA PAGE continued

ADJUSTED INDEX RETURN

	[The Adjusted Index Return for the Indexed Interest Floor and Indexed Interest Cap Crediting Strategy is calculated as follows:
		●	If the Index Return is positive or zero, the Adjusted Index Return equals the lessor of the Index Return or the Indexed Interest Cap.
		●	If the Index Return is negative, the Adjusted Index Return equals the greater of the Index Return or the Indexed Interest Floor.]
	[The Adjusted Index Return for the Indexed Interest Buffer and Indexed Interest Participation Rate Crediting Strategy is calculated as follows:
		●	If the Index Return is positive, the Adjusted Index Return equals the Index Return multiplied by the Indexed Interest Participation Rate.
		●	If the Index Return is between zero and the Indexed Interest Buffer, the Adjusted Index Return equals zero.
		●	If the Index Return is less than the Indexed Interest Buffer, the Adjusted Index Return equals the Index Return minus the Indexed Interest Buffer.]

INTEREST ADJUSTMENT

Interest Adjustment Indices:

Interest Adjustment Index 1: [Constant Maturity Treasury]

Interest Adjustment Index 2: [ICE BofA 1-10 Year US Corporate Constrained Index]

[Applicable Index Disclosure Wording will print here, if required.]

INCOME PAYOUT INFORMATION

Anticipated Payout Date	Anticipated Income Option
[10/01/2080]	[Monthly Payments - Life Income Option
	with a 10-Year Guaranteed Period Certain]
Life Income Rate Type
[Based on Gender]
Mortality Table	Income Payout Option Rate
[Annuity 2000 with Mortality Improvement]	[1.00%]

Income Option Tables: 

The following monthly income payment tables show values per $1,000 applied to the Income Payout Option and are based on the Life Income Rate Type, Income Payout Option Rate, and Mortality Table.

Rates for years payable and guaranteed periods certain not shown, if allowed by us, will be calculated on an actuarially equivalent basis and will be available upon request.

The Annuitant’s adjusted age is determined by [taking the Annuitant’s age as of the date of the first payment minus five years, and then subtracting two additional years for each five full years elapsed between January 1, 2013 and the Income Payout Date].

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DATA PAGE continued

Option 1 – Installment Option Rates – First Payment Due at Beginning of Period.

Number of Years
	Payable		Payment
		10	8.75
		15	5.98
		20	4.59
		25	3.76
		30	3.21

Option 2 – Life Income Option Rates – Guaranteed Period Certain – First Payment Due at Beginning of Period.

	Life Income Rate Type: Based on Gender
		Years	Adjusted Age – Male
		Certain	55	60	65	70	75	80	85	90	95
	0		3.22	3.69	4.32	5.19	6.37	8.02	10.34	13.63	18.28
	5		3.22	3.68	4.30	5.13	6.22	7.65	9.45	11.52	13.69
	10		3.20	3.64	4.21	4.92	5.77	6.69	7.55	8.21	8.61
	15		3.16	3.56	4.04	4.57	5.10	5.53	5.81	5.94	5.98
	20		3.09	3.43	3.79	4.12	4.37	4.52	4.58	4.59	4.59
		Years	Adjusted Age – Female
		Certain	55	60	65	70	75	80	85	90	95
	0		3.01	3.43	3.99	4.77	5.89	7.53	9.98	13.52	18.17
	5		3.01	3.42	3.98	4.73	5.80	7.28	9.24	11.47	13.59
	10		3.00	3.40	3.93	4.62	5.50	6.52	7.49	8.19	8.59
	15		2.98	3.35	3.82	4.38	4.98	5.48	5.80	5.94	5.98
	20		2.94	3.27	3.65	4.03	4.33	4.51	4.58	4.59	4.59
	Life Income Rate Type: Unisex
	Years		Adjusted Age - Unisex
	Certain		55	60	65	70	75	80	85	90	95
	0		3.05	3.48	4.06	4.85	5.98	7.63	10.05	13.54	18.19
	5		3.05	3.47	4.04	4.81	5.88	7.35	9.28	11.48	13.61
	10		3.04	3.45	3.98	4.68	5.55	6.55	7.50	8.20	8.59
	15		3.01	3.40	3.87	4.42	5.00	5.49	5.80	5.94	5.98
	20		2.97	3.30	3.68	4.05	4.34	4.51	4.58	4.59	4.59

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DATA PAGE continued

Option 3 – Life Income Option Rates – Joint and Survivor – 10 Year Guaranteed Period Certain – First Payment Due at Beginning of Period.

	Life Income Rate Type: Based on Gender
	Adjusted					Adjusted Age – Female
	Age -
	Male	55		60	65	70	75	80	85	90	95
	55	2.66		2.81	2.94	3.04	3.11	3.15	3.18	3.19	3.19
	60	2.77		2.98	3.18	3.35	3.47	3.56	3.60	3.63	3.64
	65	2.86		3.13	3.40	3.66	3.88	4.04	4.13	4.18	4.20
	70	2.92		3.24	3.59	3.97	4.31	4.59	4.77	4.87	4.91
	75	2.95		3.31	3.74	4.22	4.72	5.16	5.48	5.66	5.74
	80	2.98		3.36	3.83	4.40	5.05	5.68	6.18	6.49	6.63
	85	2.99		3.38	3.88	4.52	5.28	6.09	6.78	7.23	7.46
	90	2.99		3.39	3.91	4.58	5.42	6.35	7.20	7.78	8.09
	95	3.00		3.40	3.92	4.61	5.48	6.48	7.42	8.08	8.46
	Life Income Rate Type: Unisex
	Adjusted		Adjusted Age - Unisex
	Age -
	Unisex		55	60	65	70	75	80	85	90	95
	55		2.63	2.76	2.86	2.93	2.98	3.01	3.03	3.03	3.04
	60		2.76	2.95	3.11	3.24	3.34	3.39	3.43	3.44	3.45
	65		2.86	3.11	3.36	3.58	3.75	3.87	3.93	3.96	3.98
	70		2.93	3.24	3.58	3.91	4.21	4.43	4.57	4.64	4.67
	75		2.98	3.34	3.75	4.21	4.66	5.05	5.31	5.46	5.53
	80		3.01	3.39	3.87	4.43	5.05	5.64	6.10	6.37	6.51
	85		3.03	3.43	3.93	4.57	5.31	6.10	6.76	7.19	7.42
	90		3.03	3.44	3.96	4.64	5.46	6.37	7.19	7.77	8.08
	95		3.04	3.45	3.98	4.67	5.53	6.51	7.42	8.08	8.44

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EX-4.V

Exhibit 4(v)

      

MEMBERS Life Insurance Company

[2000 Heritage Way, Waverly, Iowa 50677}

Phone: [800.798.5500]

[http://www.cunamutual.com]

NURSING HOME OR HOSPITAL/TERMINAL ILLNESS WITHDRAWAL PRIVILEGE ENDORSEMENT

NOTICE: This Withdrawal Privilege is not intended to provide long-term care or Nursing Home insurance.

This endorsement is part of the contract to which it is attached, and it is effective upon the Contract Issue Date. Should any provision of this endorsement conflict with the contract, the provisions of this endorsement will prevail.

Capitalized terms that are not defined in this endorsement are defined in the contract to which this endorsement is attached.

DEFINITIONS

The following definitions are added to your contract:

Hospital. A facility that is licensed and operated as a Hospital according to the law of the jurisdiction in which it is located.

Nursing Home. A facility that is licensed and operates as a nursing facility according to the law of the jurisdiction in which it is located.

Terminally Ill, Terminal Illness. A life expectancy of 12 months or less due to any illness or accident.

BENEFIT

The following benefit is added to your contract:

We will waive the Surrender Charge for a partial withdrawal or full surrender subject to providing proof that one of the following conditions has occurred:

Condition 1. Nursing Home or Hospital: An Owner or Annuitant has first been admitted to a licensed Nursing Home or Hospital and has been confined to such Nursing Home or Hospital for at least 180 consecutive days after the later of the Contract Issue Date or the date of change of Owner or Annuitant. As proof, we require verification of confinement in the Nursing Home or Hospital. Such verification must be signed by the administrator of the facility. We must receive your request no later than 90 days following the date that the qualifying confinement has ended. Where it can be shown that it is not reasonably possible to provide proof within the required period of time, proof must be given as soon as possible; however, in no event, except in the absence of legal capacity, may the required proof be provided later than one year after proof is otherwise required.

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Condition 2. Terminal Illness: An Owner or Annuitant has been determined to be Terminally Ill. As proof, we require determination of the Terminal Illness. Such determination must be signed by the licensed physician making the determination after the later of the Contract Issue Date or the date of change of Owner or Annuitant. The physician may not be a member of your immediate family. The term “immediate family” includes the Owner or Annuitant or their Spouse, parents, siblings, children or stepchildren.

If one of the above conditions is met:

a) The proceeds will be paid in a single lump sum.

b) Before granting the waiver, we may request a second opinion or examination of the Owner or Annuitant by one of our examiners. We will bear the cost of such second opinion or examination. If there is a conflicting opinion between physicians, the Company’s physician will rule.

c) An Authorized Request is required to exercise this privilege. Proof must be provided at the time of your request for partial withdrawal or full surrender under this privilege. If we deny your claim, the surrender or partial withdrawal proceeds will not be disbursed until you are notified of the denial and provided with the opportunity to accept or reject the proceeds, which will be reduced by any Surrender Charges.

This privilege may only be exercised one time.

Signed for MEMBERS Life Insurance Company.

	President

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EX-10.IA

Exhibit 10(i)(a)

AMENDED AND RESTATED COINSURANCE AND MODIFIED COINSURANCE

AGREEMENT

by and between

MEMBERS Life Insurance Company

(referred to as the “Company”)

and

CMFG Life Insurance Company

(referred to as the “Reinsurer”)

Effective as of January 1, 2019

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AMENDED AND RESTATED
COINSURANCE AND MODIFIED COINSURANCE AGREEMENT

THIS AMENDED AND RESTATED COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is effective as of January 1, 2019, by and between MEMBERS Life Insurance Company, an Iowa domiciled stock insurance company (together with its successors and permitted assigns, the “Company”), and CMFG Life Insurance Company, an Iowa domiciled stock insurance company (together with its successors and permitted assigns, the “Reinsurer”).

WHEREAS, the Company and the Reinsurer have previously entered into three separate reinsurance agreements covering registered index annuity products being issued by the Company and expect that additional reinsurance agreements will be needed as other new products are developed and introduced by the Company; and,

WHEREAS, the Company and Reinsurer believe it will benefit both parties if all the registered index annuity products are covered by a single reinsurance agreement that clarifies what covered policies are and have been reinsured and provides a consistent set of duties and obligations for all of the covered policies; and,

WHEREAS, the Company desires to reinsure, and the Reinsurer desires to assume, 100% of the Company’s Policies (as defined herein) using a combination of modified coinsurance and coinsurance in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Reinsurer agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. The following terms shall have the respective meanings set forth below throughout this Agreement:

“AAA” shall have the meaning set forth in Section 9.1 hereof.

“Agreement” shall have the meaning set forth in the preamble hereof.

“Applicable Law” means any domestic or foreign federal, state or local statute, law, ordinance or code, or any written rules, regulations or administrative interpretations issued by any Government Entity pursuant to any of the foregoing, and any order, writ, injunction, directive, judgment or decree of a court of competent jurisdiction applicable to the parties hereto.

“Business Day” means any day other than a Saturday, Sunday, a day on which banking institutions in the State of Iowa are permitted or obligated by Applicable Law to be closed or a day on which the New York Stock Exchange is closed for trading.

“Company” shall have the meaning set forth in the preamble hereof.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

“Declared Rate Separate Account” means the insulated, non-unitized separate account(s) established and maintained by the Company pertaining to the Policies which account is linked to an interest rate declared by the Company and is not registered as a unit investment trust under the Investment Company Act of 1940.

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“Declared Rate Separate Account Assets” means the assets held in the Declared Rate Separate Account(s).

“Declared Rate Separate Account Liabilities” means for the Declared Rate Separate Account(s), all liabilities, reserves, obligations, costs and expenses relating to, based upon or arising out of the Policies, and relating to the Declared Rate Separate Account Assets, provided, however, that the Declared Rate Separate Account Liabilities shall not include the General Account Liabilities, Risk Control Account Separate Account Liabilities or Variable Separate Account Liabilities

“Effective Date” means 12:01 a.m., Central Standard Time, on January 1, 2019.

“Extra Contractual Obligations” means all liabilities, expenses or other obligations arising out of or relating to the Policies, exclusive of liabilities, expenses or other obligations arising under the express terms and conditions of the Policies, the General Account Liabilities, the Risk Control Separate Account Liabilities Declared Rate Separate Account Liabilities and the Variable Separate Account Liabilities, but including any liability for fines, penalties, forfeitures, punitive, special, exemplary or other form of extra-contractual damages, which liabilities or obligations arise from any act, error or omission, whether or not intentional, negligent, in bad faith or otherwise relating to: (a) the marketing, sale, underwriting, issuance or administration of the Policies; (b) the investigation, defense, trial, settlement or handling of claims, benefits or payments under the Policies; or (c) the failure to pay, the delay in payment, or errors in calculating or administering the payment of benefits, claims or any other amounts due or alleged to be due under or in connection with the Policies.

“Fund Participation Agreements” shall mean any and all agreements by and between the Company and investment management companies which provide funding vehicles for the Variable Separate Account.

“General Account” means the general investment account of the Company.

“General Account Liabilities” means all liabilities, reserves, obligations, costs and expenses relating to, based upon or arising out of the Policies, whether incurred prior to, on or after the Effective Date, including amounts held in the Holding Account, after applying the effect of any Hedging Arrangements maintained by or for the benefit of the Company with respect to the General Account Liabilities; provided, however, that the General Account Liabilities shall not include the Variable Separate Account Liabilities, Declared Rate Separate Account or the Risk Control Separate Account Liabilities.

“Government Entity” shall mean any federal, state, local, municipal, county, foreign or other governmental, quasi-governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or other similar governmental entity (including any branch, department, agency or political subdivision thereof) or any self-regulating body of similar standing.

“Hedging Arrangement” means any contract, agreement, financial instrument or other arrangement entered into by or for the benefit of the Company for purposes of offsetting potential losses or gains attributable to the Reinsured Liabilities, including, without limitation, exchange-traded funds, forward contracts, swaps, options or futures contracts.

“Holding Account” refers to the account that holds funds eligible and awaiting investment into a Risk Control Account in accordance with the terms of the Policies, which account shall be part of the Company’s General Account. The assets in the account accrue interest at a rate declared by the Company subject to a guaranteed minimum rate.

“Income Tax Regulations” means the temporary and final regulations issued under the Code. Any citation to a section of the Income Tax Regulations includes a citation to any successor regulatory provision.

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

“Investment Guidelines” shall have the meaning set forth in Section 4.3 hereof.

“Iowa SAP” means the statutory accounting principles and practices prescribed or permitted by the Iowa Insurance Division.

“Non-Guaranteed Elements” means the index cap rates, expense charges, and administrative expense risk charges, as applicable, under the Policies.

“Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental, judicial or regulatory body, business unit, division or other entity of any kind or nature.

“Policies” means all of the Company’s individual registered index annuity contracts identified on Schedule A (Covered Policies) , together with all supplementary contracts (including applications therefore and all endorsements, riders and agreements issued in connection therewith).

“Quarterly Accounting” shall mean a quarterly accounting, or more frequently as mutually agreed to by the parties, prepared in accordance with Iowa SAP and prepared by the Company in accordance with the provisions of Section 5.1 hereof.

“Reinsured Liabilities” means the General Account Liabilities, the Risk Control Separate Account Liabilities, the Declared Rate Separate Account liabilities and the Variable Separate Account Liabilities.

“Reinsurer” shall have the meaning set forth in the preamble hereof.

“Reinsurer’s Separate Account” means the insulated, non-unitized separate account(s) established and maintained by the Reinsurer for the purposes of holding assets and reserves ceded directly from the Company’s Risk Control Separate Accounts) and Declared Rate Separate Account pursuant hereto.

“Risk Control Separate Account” means the insulated, non-unitized separate account(s) established and maintained by the Company pertaining to the Policies which account is linked to the performance of one or more equity indices and is not registered as a unit investment trust under the Investment Company Act of 1940.

“Risk Control Separate Account Assets” means the assets held in the Risk Control Separate Account(s).

“Risk Control Separate Account Liabilities” means for the Risk Control Separate Account(s), all liabilities, reserves, obligations, costs and expenses relating to, based upon or arising out of the Policies, and relating to the Risk Control Separate Account Assets, provided, however, that the Risk Control Separate Account Liabilities shall not include the General Account Liabilities Declared Rate Separate Account Liabilities or Variable Separate Account Liabilities.

“Statutory Reserves” means, as of any given date, the gross reserves established and maintained as a liability on the Company’s statutory financial statements for the Policies, prior to giving effect to the reinsurance provided hereunder, calculated in accordance with Iowa SAP and in accordance with sound actuarial principles.

“SSAP 70” means Statement of Statutory Accounting Principles No. 70, Allocation of Expenses.

“Tax” (or “Taxes” as the context may require) shall mean any federal, state, local or foreign net income, gross income, gross receipts, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, premium, alternative or add-on minimum, ad valorem, value-added, transfer, stamp, or environmental (including taxes under Section 59A of the Code) tax, or any other similar tax, customs duty, withholding, charge, fee, levy or other assessment, including any interest, penalty or addition imposed on such taxes by any Taxing Authority.

4 

“Taxing Authority” shall mean any agency or political subdivision of any foreign, federal, state, local or municipal Government Entity with the authority to impose any Tax.

“Variable Separate Account” or “VSA” means the insulated, unitized separate account(s) established and maintained by the Company pertaining to the Policies which accounts are registered as a unit investment trust under the Investment Company Act of 1940.

“Variable Separate Account Assets” means the assets held in the Variable Separate Account.

“Variable Separate Account Liabilities” means for the Variable Separate Account(s), all liabilities, reserves, obligations, costs and expenses relating to, based upon or arising out of the Policies, and relating to the Variable Separate Account Assets, provided, however, that the Variable Separate Account Liabilities shall not include the General Account Liabilities, Declared Rate Separate Account or the Risk Control Separate Account Liabilities.

“VSA Accumulated Value” shall have the meaning set forth in Section 3.1(b) hereof.

“VSA Earnings Credit” shall have the meaning set forth in Section 3.3 hereof.

“VSA Payable Liability” shall have the meaning set forth in Section 3.4 hereof.

“VSA Valuation Adjustment” shall have the meaning set forth in Section 3.2 hereof.

Section 1.2 Interpretation. When a reference is made in this Agreement to a Section, Article or Schedule, such reference shall be to a Section, Article or Schedule of this Agreement unless otherwise indicated or unless the context shall otherwise require. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The definitions of terms in this Agreement shall be applicable to both the plural and the singular forms of the terms defined when either such form is used in this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and other words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, paragraph or clause. Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. References to a Person are also to its permitted successors and assigns.

ARTICLE II
BASIS OF REINSURANCE

Section 2.1 Coinsurance and Modified Coinsurance. Subject to the terms and conditions of this Agreement, the Company hereby cedes to the Reinsurer with effect as of the Effective Date, and the Reinsurer hereby accepts and agrees to reinsure on an indemnity basis one hundred percent (100%) of the Reinsured Liabilities, with (i) all General Account Liabilities, Risk Control Separate Account Liabilities and Declared Rate Separate Account liabilities included in the Reinsured Liabilities being reinsured on a coinsurance basis; and (ii) all Variable Separate Account Liabilities included in the Reinsured Liabilities being reinsured on a modified coinsurance basis. The reinsurance effected under this Agreement shall be maintained in force, without reduction, as long as the Company has any liabilities or obligations under the Policies, unless such reinsurance is terminated or reduced as provided herein. The Parties have agreed that this Amended and Restated Coinsurance and Modified Coinsurance Agreement shall supersede and replace the Coinsurance Agreement dated January 1, 2013, as amended, (covering the MEMBERS Zone Annuity Contact), The MEMBERS Horizon Coinsurance and Modified Coinsurance Agreement dated November 1, 2015 , as amended,(covering the MEMBERS Horizon and MEMBERS Horizon II Annuity Contacts) and the Coinsurance Agreement dated August 19, 2019, 2019 (covering The CUNA Mutual Group Zone Income Annuity Contact)

5 

Section 2.2 Follow the Fortunes. The Reinsurer’s liability under this Agreement shall attach simultaneously with that of the Company on and after the Effective Date, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, and premium adjustments, and to the same modifications, alterations and cancellations, as the respective Policies and Reinsured Liabilities, the true intent of this Agreement being that the Reinsurer shall follow the fortunes of the Company, and the Reinsurer shall be bound, without limitation, by all payments and settlements entered into by or on behalf of the Company.

Section 2.3 Territory The reinsurance provided under this Agreement shall be coextensive with the territory of the Policies reinsured hereunder.

Section 2.4 Information The Company will use its commercially reasonable efforts to provide to the Reinsurer after the Effective Date all information available to the Company relating to the Reinsured Liabilities and not otherwise available to or accessible by the Reinsurer.

ARTICLE III
VARIABLE SEPARATE ACCOUNTS

Section 3.1 Variable Separate Account s (VSA).

(a)         The Company shall establish and maintain in its books and records one or more Variable Separate Accounts into which shall be allocated all Variable Separate Account Assets and Variable Separate Account Liabilities. The Company shall own and control all Variable Separate Account Assets in a VSA and all reserves related thereto shall remain in a VSA. Investment income, capital gains and losses earned or accrued on the assets held in a VSA shall be credited to the VSA.

(b)         The Company shall calculate the accumulated value of the Variable Separate Account Assets relating to a VSA as provided herein. The accumulated value of the Variable Separate Account Assets as calculated by the Company from time to time shall be known as the “VSA Accumulated Value.”

Section 3.2 VSA Valuation Adjustment. A valuation adjustment of a VSA will be computed by the Company in accordance with the provisions of Schedule 3.2 as of the beginning of each calendar quarter to the end of such calendar quarter, or more frequently as mutually agreed by the parties, commencing with the calendar quarter following the Effective Date (“VSA Valuation Adjustment”). The VSA Valuation Adjustment, whether positive or negative, shall be included as part of the calculation of the periodic payment as provided for in Section 5.2.

Section 3.3 VSA Earnings Credit. On a quarterly basis, or more frequently as mutually agreed by the parties, the Company will compute the investment earnings credit on a VSA (the “VSA Earnings Credit”), as determined in accordance with Schedule 3.3. The VSA Earnings Credit, whether positive or negative, reflects the change in value of the Variable Separate Account Assets, net of cash flows between a VSA and the General Account, and shall be included as part of the calculation of the periodic payment as provided for in Section 5.2.

Section 3.4 VSA Payable Liability. The Company will establish one or more accounts payable (the “VSA Payable Liability”) on its statutory books equal to the difference between the aggregate VSA Accumulated Value and the aggregate Statutory Reserves related to a VSA. The quarterly change (or monthly change as applicable) in a VSA Payable Liability shall be calculated in accordance with the provisions of Schedule 3.4. The Reinsurer will set up a corresponding account receivable on its statutory books equal to the VSA Payable Liabilities.

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ARTICLE IV

RISK CONTROL SEPARATE ACCOUNTS AND DECLARED RATE SEPARATE ACCOUNTS

Section 4.1 Risk Control Separate Accounts and Declared Rate Separate Accounts..

(a)         The Company shall establish and maintain in its books and records one or more Risk Control Separate Accounts and Declared Rate Separate Accounts to which shall be allocated all Risk Control and Declared Rate Separate Account Assets and Risk Control and Declared Rate Separate Account Liabilities. The Company shall own and control all assets in a Risk Control Separate Account or a Declared Rate Separate Account.

(b)         The Company shall calculate the accumulated value of the Risk Control Separate Accounts and Declared Rate Separate Accounts as provided herein.

Section 4.2 Risk Control Separate Account and Declared Rate Separate Account Premiums. All premiums remitted from the Company’s Risk Control Separate Accounts or Declared Rate Separate Accounts on account of the Policies shall be ultimately deposited into the Reinsurer’s Separate Accounts. The Reinsurer shall be permitted to invest premiums deposited into the Reinsurer’s Separate Accounts in accordance with the investment guidelines attached hereto as Schedule 4.2 (the “Investment Guidelines”). The Reinsurer shall have the authority to manage, substitute and re-invest assets held in the Reinsurer’s Separate Accounts at its discretion, provided that (a) all assets held in, allocated to or transferred to the Reinsurer’s Separate Accounts shall comply at all times with the Investment Guidelines, and (b) the aggregate value of assets held in the Reinsurer’s Separate Accounts shall at all times be no less than the Risk Control Separate Account and the Declared Rate Separate Account Liabilities. All assets held in the Reinsurer’s Separate Accounts shall be used solely to satisfy liabilities attributable to the Company’s Risk Control Separate Accounts and Declared Rate Separate Accounts shall not be chargeable with liabilities arising out of any other business of the Company or the Reinsurer. The Reinsurer shall provide the Company with a semi-annual report (or more frequently if requested by the Company), with a copy provided to the Iowa Insurance Division, summarizing the investment holdings in the Reinsurer’s Separate Accounts with respect to the six-month period at issue.

ARTICLE V
PAYMENTS

Section 5.1 Payments. The Company agrees to transfer to the Reinsurer one hundred percent (100%) of any of the following amounts actually received by the Company after the Effective Date:

(a)         premiums , fees and other amounts received with regard to the Policies or the Reinsured Liabilities, less any refunds or return of premium;

(b)         litigation recoveries pursuant to litigation to the extent liability for such litigation constitutes a Reinsured Liability;

(c)         net gains attributable to any Hedging Arrangements;

(d)         an amount equal to any Tax savings or benefits actually realized by the Company on account of, or attributable to, the Policies to the extent such saving or benefit actually offsets or reduces taxable income of the Company for any applicable Tax year covered under this Agreement;

7 

(e)         any administrative services fees, expense reimbursement, indemnification or revenue-sharing payments made to the Company under any Fund Participation Agreements; and

(f)          any and all other collections and recoveries relating to the Policies or the Reinsured Liabilities.

In addition, the Company hereby transfers, conveys and assigns to the Reinsurer all of its right, title and interest in any future payments of the amounts indicated above and not yet actually received, and the parties agree that upon receipt all such amounts shall be transferred directly to the Reinsurer.

Section 5.2   Reinsurer’s Payment Obligation. The Reinsurer agrees to pay to the Company one hundred percent (100%) of any of the following amounts actually paid by the Company::

(a)         annuity benefits, surrender values, withdrawal benefits, death benefits and any other amounts paid under the Policies. Any such benefit payable by the Reinsurer attributable to Risk Control Separate Accounts or Declared Rate Separate Accounts shall be satisfied solely through assets of the Reinsurer’s Separate Accounts. Any such benefit payable on account of Variable Separate Accounts shall be satisfied using assets from the Variable Separate Accounts. Any such benefit payable by the Reinsurer hereunder attributable to the General Account shall be satisfied using assets from the Reinsurer’s general account.

(b)         an amount equal to any Tax cost or detriment actually incurred by the Company on account of, or attributable to, the Policies to the extent such cost or detriment actually increases the taxable income of the Company for any applicable Tax year covered under this Agreement.

(c)         any and all Extra Contractual Obligations;

(d)         net losses attributable to any Hedging Arrangements, including any costs, expenses or lost investment income incurred by the Company related thereto; and

(e)         any and all other directly charged and allocated expenses paid or payable by the Company relating to the Policies, including but not limited to (i) commissions, (ii) product development and acquisition expenses (iii) expenses incurred in the provision of policyholder and benefit payment services, and (iv) Insurance Taxes and Charges. Such expenses and costs shall be allocated between Risk Control Separate Accounts, Declared Rate Separate Accounts, Variable Separate Accounts and the General Account in accordance with SSAP 70.

Section 5.3  Payments. All payments pursuant to this Agreement shall be made in U.S. dollars and immediately available funds.

ARTICLE VI
ACCOUNTINGS

Section 6.1 Quarterly Accountings. On a quarterly basis, or more frequently as mutually agreed by the Parties, commencing with the first calendar quarter following the Effective Date, the Company shall prepare a Quarterly Accounting as of the end of each calendar quarter, no later than thirty (30) days after the end of such quarter; provided, however, that in the event that subsequent data or calculations require revision of the final Quarterly Accounting, the required revision and any appropriate payments shall be made in cash by the parties within five (5) Business Days after they mutually agree as to the appropriate revision. All Quarterly Accountings shall be prepared in the format set forth on Schedule 6.1 hereto. The Quarterly Accounting shall separately identify payment obligations attributable to a Variable Separate Account, a Risk Control Separate Account, a Declared Rate Separate Account and the General Account. In addition to the Quarterly Accounting, the Company shall provide the Reinsurer with any additional information related to this Agreement or the Policies as is reasonably necessary for the Reinsurer to satisfy any financial reporting or disclosure requirements or to comply with Applicable Law.

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Section 6.2 Quarterly Payments. If a Quarterly Accounting reflects a balance due to the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the preparation of the Quarterly Accounting. If a Quarterly Accounting reflects a balance due to the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the Quarterly Accounting was prepared. Any such balance payable by the Reinsurer from the Reinsurer’s Risk Control Separate Accounts or the Declared Rate Separate Accounts shall be satisfied solely from assets of the Reinsurer’s Risk Control Separate Accounts or Declared Rate Separate Accounts . Any such balance payable on account of a Variable Separate Account shall be satisfied solely from assets held in a Variable Separate Account. Any such balance payable by the Reinsurer from the Reinsurer’s General Account shall be satisfied solely from assets held in the Reinsurer’s General Account.

Section 6.3 Offset Rights. Subject to Section 562, each party hereto shall have, and may exercise at any time and from time to time, the right to offset any balance or balances, whether on account of premiums or on account of losses or otherwise, due from such party to the other party hereto under this Agreement and may offset the same against any balance or balances due to the former from the latter under this Agreement; and the party asserting the right of offset shall have and may exercise such right whether the balance or balances due to such party from the other are on account of premiums or on account of losses or otherwise, which shall be deemed mutual debts or credits, as the case may be.

ARTICLE VII
POLICY ADMINISTRATION

Section 7.1 Policy Administration. The Company shall provide all required, necessary and appropriate claims, administrative and other services with respect to the Policies. The Company shall use reasonable care in its administration and claims practices with respect to the Policies and in administering and performing its duties under this Agreement and such practices, administration and performance shall (a) conform with Applicable Law; (b) not be fraudulent; and (c) be no less favorable than those used by the Company with respect to other policies of the Company not reinsured by the Reinsurer.

Section 7.2 Record Keeping. The Company shall maintain appropriate books and records relating to the Policies in accordance with Applicable Law and industry standards of insurance record keeping. In the event of the termination of this Agreement and upon the request of the Company, any records in the possession of the Reinsurer related to the Policies shall be duplicated and forwarded to the Company. The Company shall establish and maintain an adequate system of internal controls and procedures for financial reporting relating to the Policies and shall make such documentation available for examination and inspection by the Reinsurer upon request. Either party or its designated representative may, upon reasonable advance notice and during normal business hours at the offices of the Company or the Reinsurer, as the case may be, conduct reasonable inspections of the books and records of the other party reasonably relating to the Policies or this Agreement for such period as this Agreement remains in effect and as long thereafter as the Company or the Reinsurer, as the case may be, has any outstanding obligation under this Agreement.

Section 7.3 Certain Changes. From and after the Effective Date, the Company shall set and may make changes to:

(a)         the Non-Guaranteed Elements of the Policies, provided any material changes to such Non-Guaranteed Elements shall be mutually agreed upon by the Parties;

(b)         the reserving methodology related to the Policies including changes required by Applicable Law or Iowa SAP; and

(c)         with respect to those Policies that are issued in connection with a Variable Separate Account, the addition or substitution of investment options to the extent permitted under the terms of such Policies.

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Section 7.4 Changes to Policies. The Company reserves the right to change the terms and conditions of the Policies. The Reinsurer shall share proportionally, on a 100% coinsurance basis or modified coinsurance basis, as applicable, in any such changes in the terms or conditions of the Policies.

ARTICLE VIII

OVERSIGHTS

Section 8.1 Oversights. 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 that such error or omission is rectified as soon as possible after discovery.

ARTICLE IX
REGULATORY APPROVAL

Section 9.1 Regulatory Approval. This Agreement shall not become effective with respect to Policies issued in any jurisdiction in which the approval of a Government Entity is required unless and until all such approvals shall have been obtained under Applicable Law.

Section 9.2 Savings Clause. If any law or regulation of any federal, state or local government of the United States of America, or the ruling of officials having supervision over insurance companies, or a ruling of a court having jurisdiction over the parties to this Agreement should prohibit or render illegal this Agreement, or any portion thereof, as to risks or properties located in the jurisdiction of such authority, either the Company or the Reinsurer may upon written notice to the other party terminate, suspend or abrogate this Agreement insofar as it relates to risks or properties located within such jurisdiction to such extent as may be necessary to comply with such law, regulations or ruling.

ARTICLE X
DISPUTE RESOLUTION

Section 10.1 Arbitration. If a dispute, controversy, or claim arises out of or relates to this Agreement, or an alleged breach thereof, and if said dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Rules, before resorting to arbitration. If the matter has not been resolved pursuant to mediation within thirty (30) calendar days of the commencement of such mediation (which period may be extended by mutual agreement in writing), then any unresolved dispute, controversy, or claim arising out of or relating to this Agreement, its termination or non-renewal, or any breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the AAA, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a sole arbitrator or, at the election of either party, before a panel of three arbitrators. Selection of the arbitrator(s) shall be in accordance with the Commercial Arbitration Rules of the AAA. The arbitrator(s) shall allow each party to conduct limited relevant discovery. The arbitrator(s) shall have no authority to award punitive damages or any damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement and Applicable Laws. All fees and expenses of arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of the arbitration matter. Any such arbitration shall be conducted in Madison, Wisconsin.

ARTICLE XI

INSOLVENCY

Section 11.1 Insolvency of Company. In the event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Company, the reinsurance hereunder shall be payable directly to the conservator, rehabilitator, liquidator, receiver or statutory successor of the Company on the basis of claims allowed against the Company by any court of competent jurisdiction or by any conservator, rehabilitator, liquidator, receiver or statutory successor of the Company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, rehabilitator, liquidator, receiver or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer, as set forth herein, shall be made directly to the Company or to its conservator, rehabilitator, liquidator, receiver or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. The conservator, rehabilitator, liquidator, receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy reinsured, within a reasonable time after such claim is filed and the Reinsurer may investigate and interpose, at its own expense, in any proceeding where such claim is to be adjudicated, any defense or defenses that the Reinsurer may deem available to the Company or to its conservator, rehabilitator, liquidator, receiver or statutory successor.

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ARTICLE XII
DURATION

Section 12.1 Term. The reinsurance provided under this Agreement shall remain continuously in force for so long as the Company shall remain liable on the Policies or until terminated by either Party by written notice given to the other Party at least twelve (12) months in advance of the termination date, a copy of which shall be provided to the Iowa Insurance Division.

Section 12.2 Runoff Coverage. If this Agreement is terminated, the reinsurance hereunder shall continue to apply to benefits and/or claims under all Policies (including any lapsed, surrendered, reinstated, renewed or matured Policy) until the Company’s obligations under the Policies cease. The Parties hereto expressly covenant and agree that, in the event of termination of this Agreement, they will cooperate with each other in the handling of all such run-off insurance business until the Company’s obligations under the Policies cease. All costs and expenses associated with the handling of such run-off business shall be borne solely by the Reinsurer. For the avoidance of doubt, in the event this Agreement is terminated, the reinsurance hereunder shall not apply to any insurance policies or annuity contracts, or binders, contracts, certificates, riders, endorsements, supplemental benefits, or other agreements related or attaching to such insurance policies or contracts, that were first issued or assumed by the Company on or after the effective date of any termination of this Agreement.

Section 12.3 Recapture. The Policies are not eligible for recapture by the Company except upon the mutual agreement of the Company and the Reinsurer.

ARTICLE XIII
CREDIT FOR REINSURANCE

Section 13.1 Credit for Reinsurance.

(a)         The Reinsurer shall, at its own expense, take all steps necessary (including the posting of letters of credit or other acceptable security) to enable the Company to receive and maintain full credit for the reinsurance provided by this Agreement in any jurisdiction applicable throughout the entire term of this Agreement.

(b)         It is understood and agreed that any term or condition required by Applicable Law to be included in this Agreement for the Company to receive statutory credit for the reinsurance provided by this Agreement shall be deemed to be incorporated in this Agreement by reference. Furthermore, the Reinsurer and the Company agree to amend this Agreement, or enter into other agreements or execute additional documents as needed to comply with the credit for reinsurance laws and regulations and/or the requirements of Iowa Insurance Division.

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ARTICLE XIV
DAC Tax

Section 14.1 Party. The term “party” will refer to either contracting company as appropriate.

Section 14.2 Other Terms. The terms “Net Positive Consideration”, “Specified Policy Acquisition Expenses” and “General Deductions Limitation” used in this Article are defined by reference to Regulation Section 1.848-2 and Code Section 848.

Section 14.3 DAC Tax Election. The parties to this Agreement agree to make the election set forth below pursuant to Section 1.848-2(g) (8) of the Income Tax Regulations issued under Section 848 of the Code. This election shall be effective for taxable year 2016 and for all subsequent taxable years for which this Agreement remains in effect.

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

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

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

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

(e)        Each party will attach a schedule to its federal income tax return for its first taxable year ending after the election becomes effective that identifies this Agreement as a reinsurance agreement for which joint elections have been made under Treasury Regulation Section 1.848-2(g)(8).

ARTICLE XV
SERVICE OF SUIT

Section 15.1. In the event of the failure of the Reinsurer to perform its obligations hereunder, the Reinsurer, at the request of the Company, shall submit to the jurisdiction of a court of competent jurisdiction. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer’s right to commence an action in any court of competent jurisdiction, to remove an action or to seek a transfer of a case to another court as permitted by law. The Reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the Company and accepted by the Reinsurer or is determined by removal, transfer or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against the Reinsurer upon this Agreement, shall abide by the final decision of such court or of any appellate court in the event of appeal. This Article shall not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided in Article IX.

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ARTICLE XVI
GENERAL PROVISIONS

Section 16.1 Notices. All notices and communications hereunder shall be in writing and shall become effective when received. Any written notice shall be sent by either certified or registered mail, return receipt requested, overnight delivery service (providing for delivery receipt), electronic facsimile transmission, or delivered by hand. All notices or communications under this Agreement shall be addressed as follows:

If to the Company:

MEMBERS Life Insurance Company

5910 Mineral Point Rd.

Madison, WI 53705

Attention: Treasurer

If to the Reinsurer:

CMFG Life Insurance Company

5910 Mineral Point Rd.

Madison, WI 53705

Attention: Treasurer

Section 16.2 Successors and Assigns. This Agreement and related documents cannot be assigned by either party without the prior written consent of the other and the prior approval of the Iowa Insurance Division. The provisions of this Agreement and related documents shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns as permitted herein.

Section 16.3 Execution in Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 16.4 Entire Agreement. This Agreement, together with the schedules and exhibits attached hereto, constitutes the entire agreement between the parties hereto with respect to the business being reinsured hereunder and there are no understandings between the parties other than those expressed in this Agreement. Any change or modification to this Agreement shall be null and void unless made by amendment to this Agreement and signed by both parties hereto.

Section 16.5 Regulatory Approval of Amendments. No amendment to this Agreement until prior approval of the Iowa Insurance Department has been received by the Company. Similarly, if the approval of other Governmental Entities is required no amendment to this Agreement shall take effect until all such necessary approvals have been received by the Company.

Section 16.6 Governing Law. This Agreement and related documents shall be governed by and construed in accordance with the laws of the State of Iowa.

Section 16.7 Severability. In the eventany section or provision of this Agreement or related documents is found to be void and unenforceable by a court of competent jurisdiction, the remaining sections and provisions of this Agreement or related documents shall nevertheless be binding upon the parties with the same force and effect as though the void or unenforceable part had not been severed or deleted.

Section 16.8 No Third Party Beneficiaries. This Agreement constitutes an indemnity reinsurance agreement solely between the Company and the Reinsurer. Nothing expressed or implied in this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the parties hereto and their respective successors and permitted assigns.

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Section 16.9 Compliance with Applicable Laws. The Company and the Reinsurer shall maintain all licenses, obtain all regulatory approvals and comply with all applicable laws and regulatory requirements necessary to perform their respective obligations under this Agreement.

[Remainder of page left intentionally blank]

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

MEMBERS LIEE INSURANCE COMPANY
By:
Name:	Brian Borakove
Title:	VP, Corporate Treasurer
Date:	01/07/2020

CMFG LIFE INSURANCE COMPANY
By:
Name:	Thomas Merfeld
Title:	EVP, Chief Financial Officer
Date:	1/10/2020

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SCHEDULE A

(Covered Policies)

MEMBERS Zone Annuity

MEMBERS Horizon Variable Annuity

MEMBERS Horizon II Variable Annuity

CUNA Mutual Group Zone Income Annuity

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SCHEDULE 3.2

VARIABLE SEPARATE ACCOUNT (VSA) VALUATION ADJUSTMENT CALCULATION

The VSA Valuation Adjustment shall be calculated as of the end of each calendar quarter, or more frequently as mutually agreed by the parties, as follows:

(A-B) Where:

A = VSA Accumulated Value with respect to the VSA as of the end of such calendar quarter (or month if calculated on a monthly basis)

B = VSA Accumulated Value with respect to the VSA as of the beginning of such calendar quarter (or month if calculated on a monthly basis)

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SCHEDULE 3.3

VARIABLE SEPARATE ACCOUNT (VSA) EARNINGS CREDIT CALCULATION

The VSA Earnings Credit shall be calculated as of the end of each calendar quarter (or month if calculated on a monthly basis) as follows:

A-B-C+D

Where:

A = VSA Accumulated Value with respect to the VSA as of the end of such calendar quarter (or month if calculated on a monthly basis)

B = VSA Accumulated Value with respect to the VSA as of the beginning of such calendar quarter (or month if calculated on a monthly basis)

C = Increases in VSA Accumulated Value during such calendar quarter (or month if calculated on a monthly basis) which shall be calculated as the premiums allocated to the VSA

D = Decreases in VSA Accumulated Value during such calendar quarter (or month if calculated on a monthly basis) which shall be calculated as follows:

1.     Death benefits, surrenders, withdrawals and annuitizations paid from the VSA

2.     Contract, administration and transfer fee deductions

3.     Deductions for contingent deferred sales charges or surrender charges

4.     D(l) + D(2) + D(3)

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SCHEDULE 3.4

VARIABLE SEPARATE (VSA) PAYABLE LIABILITY CALCULATION

The VSA Payable Liability shall be calculated as of the end of each calendar quarter (or month if calculated on a monthly basis) as follows:

(A-B)

Where:

A = VSA Accumulated Value with respect to the VSA as of the end of such calendar quarter (or month if calculated on a monthly basis)

B = Statutory Reserves with respect to the VSA as of the end of such calendar quarter (or month if calculated on a monthly basis)

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SCHEDULE 5 4.2

INVESTMENT GUIDELINES

Investment Guidelines for CMFG Life Insurance Company Risk Control Separate Accounts and Declared 

Rate Separate Accounts

Broad Asset Class	Asset Class	Minimum	Maximum
Near Risk-Free		4%	100%
	Cash	0%	100%
	Government	1%	100%
	Agency MBS*	3%	40%
Corporate		20%	80%
	Public – Investment Grade	20%	80%
	Private – Investment Grade	0%	20%
	High Yield	0%	10%
Other Credit		0%	30%
	Municipal	0%	5%
	Mortgage Loan	0%	25%
Structured Credit		3%	25%
	ABS	0%	20%
	CMBS	0%	20%
	CLO	0%	20%
	RMBS	0%	5%
Equity or Near-Equity		0%	5%
	Real Estate	0%	0%
	Alternative – Mezzanine	0%	5%
	Alternative – Private Equity	0%	5%
	Public Equity	0%	5%

*A pass-through security or unleveraged CMO class

Derivatives

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

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Transfer restrictions

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

Borrowing to Support the Separate Accounts

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

Use of Funding Agreements

Assets of the Separate Accounts may be used to collateralize funding agreements with the Federal Home Loan Bank ("FHLB"). Funding agreement proceeds will be invested within the Separate Accounts in assets that are consistent with these investment guidelines and that match funding agreement liabilities. The funding agreement liabilities are recorded in each separate account so we are using separate account assets to satisfy liabilities attributable to the separate accounts. We track these assets that back the funding agreements in a separate portfolio so they can be identified separately.

Securities Lending

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

Effective: January 1, 2019

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SCHEDULE 6.1

FORM OF QUARTERLY STATEMENT

1.     Payments due to the Reinsurer shall be calculated as follows:

a.       Premium ceded, less any return or refunds of premium

b.       VSA Earnings Credit (if positive), excluding the change in VSA Payable Liability

c.       Payments under Fund Participation Agreements

d.       VSA Valuation Adjustment (if negative)

e.       Any other items payable to the Reinsurer under Section 4.1 of this Agreement

f.        Any amounts remitted to the Reinsurer after the date of the last quarterly settlement

g.       l(a) + l(b)+l(c) + l(d)+l(e)-l(f)

2.     Payments due to the Company shall be calculated as follows:

a.       Benefits ceded - surrenders, withdrawals, death and annuity benefits 

b.       VSA Earnings Credit (if negative), excluding the change in VSA Payable Liability 

c.       VSA Valuation Adjustment (if positive) 

d.       Any other items payable to the Company under Section 4.2 of this Agreement 

e.       Any payments to the Company after the date of the last quarterly settlement 

f.        2(a) + 2(b) + 2(c) + 2(d) - 2(e)

3.     Balance during the period shall be calculated as follows:

l(g)-2(f)

With the amount of a positive balance paid by the Company to the Reinsurer, and the amount of a negative balance paid by the Reinsurer to the Company.

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Agreement on Accounting Periods

The Parties to the Amended and Restated Coinsurance and Modified Coinsurance Agreement dated January 1, 2019 have agreed that the Accountings described in Section V - Accountings of the Agreement shall be performed on a monthly basis. Accordingly, the Parties agree that the Quarterly Accountings described in Section 5.1, the Quarterly Accountings in Section 5.2 and the Schedule 5.1 Quarterly Statement shall be prepared on a monthly basis until such time as the Parties agree in writing to change the timing for these reports.

MEMBERS Life Insurance Company

CMFG Life Insurance Company

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EX-10.IA1

Exhibit 10(i)(a)(1)

COINSURANCE AGREEMENT

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

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

ARTICLE I

Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II 

Coverage

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

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

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

ARTICLE III

General Provisions

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

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

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

ARTICLE IV 

Payments

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

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

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

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

ARTICLE V

Administration

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

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

ARTICLE VI

Accounting and Settlement

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

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

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

ARTICLE VII

Term and Termination

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

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

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

ARTICLE VIII

Insolvency

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

ARTICLE IX

Dispute Resolution

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

ARTICLE X

DAC Tax

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

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

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

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

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

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

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

ARTICLE XI

Miscellaneous Provisions

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

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

MEMBERS Life Insurance Company

5910 Mineral Point Rd.

Madison, WI 53705

Attention: Treasurer

If to the Reinsurer:

CMFG Life Insurance Company

5910 Mineral Point Rd.

Madison, WI 53705

Attention: Treasurer

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

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

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

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

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

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

[Remainder of page left intentionally blank]

EXHIBIT A

Investment Guidelines CMFG Life Insurance Company

Risk Control Separate Account

and Declared Rate Separate Account

Risk Control Separate Account Limits

Broad Asset Class	Asset Class	Minimum	Maximum
Near Risk-Free		4%	100%
	Cash	0%	100%
	Government	1%	100%
	Agency MBS*	3%	40%
Corporate		20%	80%
	Public – Investment Grade	20%	80%
	Private – Investment Grade	0%	20%
	High Yield	0%	10%
Other Credit		0%	30%
	Municipal	0%	5%
	Mortgage Loan	0%	25%
Structured Credit		3%	25%
	ABS	0%	20%
	CMBS	0%	20%
	CLO	0%	20%
	RMBS	0%	5%
Equity or Near-Equity		0%	5%
	Real Estate	0%	0%
	Alternative – Mezzanine	0%	5%
	Alternative – Private Equity	0%	5%
	Public Equity	0%	5%

 *A pass-through security or unleveraged CMO class

Derivatives

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

Transfer restrictions

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

Borrowing to Support the Separate Accounts

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

Use of Funding Agreements

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

Securities Lending

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

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

CMFG Life Insurance Company 

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

MEMBERS Life Insurance Company 

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

EX-10.IIA

Exhibit 10(ii)(a)

COST SHARING AGREEMENT

(PARENT TO SUBSIDIARIES)

THIS COST SHARING AGREEMENT (this “Agreement”) is effective as of January 1, 2008 (the “Effective Date”), and replaces all previous Cost Sharing Agreements and Addendums, as amended and restated, between CUNA. Mutual Insurance Society (“Parent”) on behalf of itself and its subsidiaries not specifically a party to this Agreement and the following subsidiaries: CUMIS Specialty Insurance Company, Inc., CUMIS Insurance Society, Inc., MEMBERS Life Insurance Company and CUNA Mutual Group Holdings Europe, Ltd. (“Hold Co” which shall, for purposes of this Agreement, include all current European subsidiaries of Hold Co and any future subsidiaries added to the European holding company structure). Hold Co makes and enters into this Agreement on its own behalf and on behalf of its subsidiaries and affiliates including, but not limited to, CUNA Mutual Group Services (Ireland) Limited.

All of the aforementioned subsidiaries, as well as the subsidiaries not specifically a party to this Agreement, shall individually be referred to herein as a “Subsidiary” and collectively be referred to herein as the “Subsidiaries.” The Parent and Subsidiaries may sometimes be collectively referred to in this Agreement as the “Parties.”

The Parties acknowledge that this Agreement is based on the following:

A. Parent is a leader in providing insurance and services to credit unions around the world.

B. Parent has been providing market access and personnel services to the Subsidiaries for years on the terms substantially similar to those set forth in this Agreement and the Parties desire to enter into this Agreement to renew their arrangements.

NOW, THEREFORE, for good and valuable consideration, including the mutual covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Office and Personnel Services. Parent shall provide each Subsidiary with any service that Parent is performing for itself or is otherwise willing to perform for a Subsidiary, as requested or as necessary, for the operation of the Subsidiary including employee services, mail services, cafeteria services, office space, supplies and equipment.

2. Market Services. Parent shall perform various market development and enhancement services for the benefit of itself and the Subsidiaries as Parent deems desirable or necessary.

3. Compensation for Services. Parent shall monthly allocate all costs, including overhead and employee support type costs, incurred in connection with its performance of services pursuant to this Agreement among itself and the Subsidiaries based upon a mutually agreed upon allocation method taking into account any appropriate time allocations, item allocations, number of employees, special studies and any other basis. Each Subsidiary shall pay Parent for its share of Parent’s costs no more than forty-five (45) days after the end of the month in which such costs are incurred.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized representatives.

CUNA Mutual Insurance Society CUMIS Insurance Society, Inc. MEMBERS Life Insurance Company CUMIS Specialty Insurance Company, Inc.			CUNA Mutual Group Holdings Europe, Ltd.
By:			By:
	Steven P. Kuhn, Assistant Treasurer			Michael R. Celichowski, Director
Date:		5/28/08	Date:		5/22/2008

© CUNA Mutual Group. All Rights Reserved. CUNA Mutual Group Confidential Information

EX-10.IIB

Exhibit 10(ii)(b)

EXPENSE SHARING AGREEMENT

This Expense Sharing Agreement (this “Agreement”) is entered into as of December 31^st, 2013 by and between CMFG Life Insurance Company, an Iowa life insurance company (“CMFG Life”), and MEMBERS Life Insurance Company, an Iowa life insurance company (“MLIC”).

WHEREAS, CMFG Life and MLIC share common personnel and certain common facilities and services with each other;

WHEREAS, CMFG Life and MLIC wish to have an expense sharing arrangement as described in this Agreement; and

WHEREAS, this Agreement is intended, after receipt of any required regulatory approvals, to supersede and replace any prior expense sharing and/or reimbursement agreement between the parties.

NOW, THEREFORE, for good and valuable considerations, the parties agree as follows:

1. CMFG Life shall provide MLIC with certain administrative, logistic, accounting, legal, marketing, information and other services, and will directly or by procurement from third parties, provide all goods and services MLIC requires to operate in the ordinary course of administering its business.

2. CMFG Life shall provide MLIC with office space and use of office equipment in such amounts as MLIC shall require in the ordinary course of administering its business.

3. MLIC shall reimburse CMFG Life monthly the actual expenses related to the foregoing. Expenses that require an allocation shall be allocated as agreed by both parties as described on Exhibit A to this Agreement (which is attached hereto and incorporated herein by reference), consistent with SSAP 70 guidance. Reimbursements shall be due within 30 days of presentment in good order. Presentment shall occur on or about the 4^th business day of the month following the period in which expenses are incurred (For example, November expenses due would be presented on or about the 4^th business day of December).

4. CMFG Life and MLIC shall review the expense allocation under this Agreement at least annually, with sufficient care so as to provide reasonable assurance to the parties and other interested persons that each party is bearing its fair share of all applicable costs and expenses related to this Agreement.

5. The parties understand and agree that all expenses reimbursed will be reflected on MLIC’s books and records as expenses of MLIC.

6. MLIC will maintain copies of this Agreement and related supporting documents as required by applicable law and regulation, except to the extent such supporting documents are maintained by CMFG Life. To the extent CMFG Life maintains supporting documents related to this Agreement, it shall do so in the manner and for the period for which MLIC would be required to maintain them under applicable law and regulation. CMFG Life shall provide MLIC and its auditors and regulators access to and/or copies of such supporting documentation upon request.

7. This Agreement shall be effective on the date first above written, and shall remain in effect until terminated. This Agreement may be terminated by either party as of the first day of any calendar month with at least 30 days prior written notice to the other party. Notice of termination shall also be provided to the Iowa Commissioner of Insurance in accordance with the CUNA Mutual Group’s normal practices.

IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused this Agreement to be executed on behalf of their respective companies.

CMFG Life Insuranrance Company
By:
Name:		James M. Power
Title:		EVP, Chief Products Officer
MEMBERS Life Insurance Company
By:
Name:		Robert N. Trunzo
Title:		President

EX-10.IIC

Exhibit 10(ii)(c)

AMENDED AND RESTATED EXPENSE SHARING AGREEMENT (MLIC)

This Amended and Restated Expense Sharing Agreement (MLIC) is entered into as of January 1, 2015 (the “Effective Date”) CMFG Life Insurance Company, an Iowa life insurance company (“CMFG Life”), and MEMBERS Life Insurance Company, an Iowa life insurance company (“MLIC” and, with CMFG Life, the “Parties”).

WHEREAS, CMFG Life and MLIC share common personnel and certain common facilities and services with each other;

WHEREAS, CMFG Life and MLIC wish to amend and restate their existing Expense Sharing Arrangement entered into as of December 31, 2013 (the “Prior Agreement”) and replace it with this Agreement; and

WHEREAS, this Agreement is intended, subject to any required regulatory approvals, to supersede and replace any prior expense sharing and/or reimbursement agreement between the Parties.

NOW, THEREFORE, for good and valuable considerations, the Parties agree as follows:

1. Provision of Goods and Services. CMFG Life staff shall provide MLIC with certain administrative, logistic, accounting, legal, marketing, information and other services, and will directly or by procurement from third Parties, provide all goods and services MLIC requires to operate in the ordinary course of administering its business. CMFG Life shall provide MLIC with office space and use of office equipment in such amounts as MLIC shall require in the ordinary course of administering its business.

2. Payments.

a. MLIC shall reimburse CMFG Life the actual expenses related to the services, office space and equipment provided under this Agreement. Expenses for services, office space and equipment that require an allocation shall be allocated as agreed by both Parties as described on Exhibit A to this Agreement, attached hereto and incorporated herein by reference, consistent with SSAP 70.

b. Reimbursements shall be due within 30 days of presentment in good order. Presentment shall occur monthly or at other times agreed upon by the Parties, but in no event less frequently than quarterly.

3. Oversight; Annual Review. Each Party shall maintain oversight for all goods and services provided to it hereunder. At least annually, the Parties hereto shall review the provision of goods and services hereunder to ensure that they have been provided in an acceptable manner.

4. Accounting Treatment. The parties understand and agree that all expenses reimbursed will be reflected on MLIC’s books and records as expenses of MLIC.

 1

5. Documents. MLIC will maintain copies of this Agreement and related supporting documents as required by applicable law and regulation, except to the extent such supporting documents are maintained by CMFG Life. To the extent CMFG Life maintains supporting documents related to this Agreement, it shall do so in the manner and for the period for which MLIC would be required to maintain them under applicable law and regulation. CMFG Life shall provide MLIC and its auditors and regulators access to and/or copies of such supporting documentation upon request.

6. Miscellaneous.

a. Other Agreements. This Agreement supersedes any and all agreements, including the Prior Agreement, previously made by the parties relating to the subject matter hereof, and there are no understandings or agreements other than those incorporated in this Agreement. This Agreement also supersedes the provisions of the CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement, dated approximately the date of this Agreement, that apply to “Other Services” (as defined in such agreement).

b. Term; Termination. This Agreement shall commence on the Effective Date and shall continue for an indefinite period until terminated by either Party upon 30 days’ notice. This Agreement can be terminated upon shorter notice upon a material breach of this Agreement by the other Party. No Party shall have an automatic right to terminate this Agreement solely because the other Party has been placed in receivership or seized by an insurance commissioner or department. To the extent required by applicable law, notice of termination shall be provided to the Iowa Commissioner of Insurance.

c. Books and Records.

i. Ownership of Records. All business records and reports, studies, documents and other information generated pursuant to or relating to this Agreement or the goods and services provided hereunder (the “Records”) are and shall remain the property of the Party that created them.

ii. Access to Records. Each Party shall make reasonably available to the other Party, their agents, attorneys and accountants, at all times during normal business hours, all applicable Records owned by it under subsection (c)(i). Each Party shall promptly respond to any questions from the other Party with respect to applicable Records and shall confer with one another at all reasonable times, upon request, concerning this Agreement and the Parties’ applicable operations.

iii. Insurers’ Books and Records. Notwithstanding the foregoing, any books and records that are required, by applicable law, to be the property of a Party that is an insurance company shall be the property of that insurance company.

iv. Other. Payments to and on behalf of each Party shall be properly reflected on the books and records of each Party, so as to be in compliance with applicable law and regulation.

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d. Indemnification. Each Party (the “Indemnitor”) will indemnify the other Party (an “Indemnitee”) and the Indemnitee’s directors, shareholders, officers, agents and employees and hold each of them harmless from and against any losses, damages, judgments and other costs, fees and expenses, including reasonable attorneys’ fees, resulting from any breach by the Indemnitor of this Agreement or from the gross negligence, fraud or willful misconduct of employees and permissible contractors and agents of the Indemnitor.

e. No Advancements. Except as explicitly contemplated by this Agreement, no Party shall make any advancement to the other Party hereunder. In no event may a Party hereunder make any advancements to the other Party, except to pay for services provided hereunder.

f. Receivership of a Party. If a Party is placed in receivership or seized by an insurance commissioner or department, then (a) all rights of such Party shall extend to the appropriate insurance commissioner, receiver and/or insurance department and (b) all Records shall be made available to the insurance commissioner, receiver and/or insurance department and shall be turned over to the insurance commissioner, receiver and/or insurance department immediately upon request. If any Party is placed in receivership or seized by an insurance commissioner or department, then the other Parties shall continue to maintain any systems, programs and other infrastructure used or useful to provide the goods and services pursuant to this Agreement so long as such Party is receiving timely payments required by this Agreement; provided, however, that in such circumstances, the Parties shall have the termination rights set forth in the section titled “Term; Termination” above.

g. Funds and Invested Assets. All funds and invested assets of a Party shall remain the exclusive property of such Party, and shall remain subject to the control of such Party.

h. Governing Law. This Agreement shall be governed by the laws of the State of Iowa.

IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused this Agreement to be executed on behalf of their respective companies.

CMFG Life Insurance Company			MEMBERS Life Insurance Company
/s/Alastair C. Shore			/s/Timothy Graham
BY:	Alastair C. Shore		BY:	Timothy Graham
TITLE:		EVP, CFO & Treasurer	TITLE:		SVP, Finance

 3

Exhibit A

The purpose of this document is to describe the method used to determine the actual expenses to be reimbursed by MLIC to CMFG Life in accordance with the Amended and Restated Expense Sharing Agreement to which this is attached and fully incorporated.

MLIC will reimburse CMFG Life for all expenses paid on its behalf. Expenses paid on behalf of MLIC include those related to the development, management and sale of products which are underwritten by MLIC.

Other expenses reimbursable by MLIC to CMFG Life are corporate infrastructure, overhead and other allocated expenses. The allocations for these expenses are determined on a reasonable basis by CMFG Life, and detailed methodologies and documentation will be maintained by CMFG Life and agreed upon by MLIC.

 4

EX-10.IID

Exhibit 10(ii)(d)

AMENDMENT TO COST SHARING AGREEMENT

(Parent to Subsidiaries)

THIS AMENDMENT (“Amendment”), effective as of February 1, 2012 (the “Effective Date”), amends Cost Sharing Agreement (Subsidiaries to Parent) effective January 1, 2008 (the “Agreement”), by and between CUNA Mutual Insurance Society, now known as, CMFG LIFE INSURANCE COMPANY (“Parent”) and its subsidiaries, and is entered into by Parent, Subsidiaries, CUNA Mutual Holding Company (“CM Holding”) and CUNA Mutual Financial Group, Inc.(“CM Financial”).

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

WHEREAS, Parent was reorganized into a mutual holding company structure in which CM Holding and its direct wholly-owned subsidiary, CM Financial were formed and Parent and Subsidiaries became the direct and indirect wholly-owned subsidiaries of CM Financial; and

WHEREAS, CM Financial and CM Holding wish to become parties to the Agreement;

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

1.       CM Holding and CM Financial each agree to become a party to the Agreement, each as a Subsidiary (as defined in the Agreement), and accept all applicable terms and conditions of the Agreement, and shall be bound by all of the obligations and entitled to the rights of a Subsidiary thereunder.

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

[Signature Page Follows]

© CUNA Mutual Group. All Rights Reserved. - 1 - CUNA Mutual Group Confidential Information

IN WITNESS WHEREOF, the parties have caused this Amendment to the Cost Sharing Agreement (Parent to Subsidiaries) to be executed by their duly-authorized representatives on the Effective Date set forth above.

CMFG LIFE INSURANCE COMPANY				CUNA MUTUAL HOLDING COMPANY
By:				By:
Print Name:			Chris Copeland	Print Name:			Alastair Shore
Title:		VP, Corporate Treasurer		Title:		EVP, Chief Financial Officer

CUNA MUTUAL FINANCIAL GROUP, INC.
By:
Print Name:			Andrew Michie
Title:		SVP, Chief Accounting Officer

© CUNA Mutual Group. All Rights Reserved. - 2 - CUNA Mutual Group Confidential Information

EX-10.IIIA

Exhibit 10(iii)(a)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

Between

CUNA Mutual Holding Company et. al.

and

MEMBERS Capital Advisors, Inc.

This Agreement is made as of the Effective Date by and between CUNA Mutual Holding Company, a mutual insurance holding company domiciled in the state of Iowa, and those other entities CUNA Mutual Holding Company either controls (directly or indirectly) or sponsors, all as listed in Section 2 on the attached Schedule of Covered Entities, as may be amended from time to time (collectively the “Company”), and MEMBERS Capital Advisors, Inc. (“Adviser”), a duly licensed registered investment adviser domiciled in the state of Iowa with its principal office located in Madison, Wisconsin. If any Company acquires or organizes another entity that has assets intended to be invested by the Adviser, then such entity shall join in and be bound as a Company by this Agreement.

The obligations the Adviser owes to the Company herein are owed to the Company and to each entity listed in Section 2 on the attached Schedule of Covered Entities. The authority conferred by this appointment is deemed to be conferred and may be exercised as fully as though it had been specifically made and individually and separately conferred by each of the entities listed in Section 2 on the attached Schedule of Covered Entities. The schedule may be amended from time to time by written endorsement executed by the parties.

I. ADVISER’S APPOINTMENT

The Employee Benefits Administration Committee (“EBPAC”) is the plan administrator and named fiduciary of the CUNA Mutual Pension Plan for Non-Represented Employees and the CUNA Mutual Pension Plan for Represented Employees (collectively referred to as the “Retirement Plans”). Pursuant to the terms of the Retirement Plans and EBPAC’s Charter, EBPAC hereby delegates to the Adviser responsibility to provide to the Company investment manager services on behalf of the funds (“Trust Funds”) held by State Street Bank, or its successor (“State Street”) as trustee of the Retirement Plans. This delegation of authority is subject to all the terms, conditions, and provisions of the Retirement Plans and the Trust Agreements with State Street. The Retirement Plans shall not be obligated to pay any fees to the Adviser. The Adviser acknowledges that it will be a fiduciary of the Retirement Plans.

With respect to all invested assets other than those in the Trust Funds described above (the “Invested Assets”), the Company hereby appoints the Adviser to act as its principal investment adviser and investment portfolio manager for the purpose of managing the investment and reinvestment of the Company’s invested assets, which for this purpose shall include all the invested assets of the entities listed in Section 2 on the attached Schedule of Covered Entities. With regard to the Invested Assets, the Adviser is hereby authorized to delegate some or all of its investment adviser duties hereunder to one or more sub advisors pursuant to a written agreement (a “Sub advisory Agreement”) with terms that have been approved by the CUNA Mutual Holding Company Board or Investment Capital Committee (“ICC”) and/or the Company’s Board or other designated body, as applicable, under which the sub advisor shall furnish the services specified therein to the Adviser. Notwithstanding any delegation of authority, the Adviser will continue to have primary responsibility for all investment advisory services furnished pursuant to a Sub advisory Agreement.

The Adviser hereby accepts the delegation of authority with respect to the Trust Funds and the appointment as principal investment adviser and investment portfolio manager with respect to the Invested Assets, subject to the terms and conditions herein provided.

II. ADVISER’S DUTIES

The Adviser agrees to provide continuous professional investment management for the invested assets of the Company and the Trust Funds. The Adviser shall provide an investment program which complies with and is at all times subject to the written policies, directives, and guidelines established from time to time by the Company’s Board of Directors, ICC, EBPAC or any other authorized investment oversight body of the Company, as applicable. The Company shall keep the Adviser informed of changes or modifications to the Company’s investment objectives and investment restrictions. The investment program shall also comply with all applicable state and federal laws, rules, and regulations. In carrying out this investment program, the Adviser shall perform the following functions at such times and with such frequency as may be reasonably required by the Company and EBPAC:

(a) Make investment decisions and be responsible for investment and reinvestment of the investment portfolio;

(b) Perform research, statistical analysis, and continuous supervision of each investment portfolio;

(c) Provide to the Company and EBPAC the data and information concerning investment activity required to enable the Company to prepare and file all necessary statutory statements, tax returns, and any other reports or returns of a regulatory nature which must be prepared or filed from time to time on behalf of the Company;

(d) Monitor systems and procedures for proper functioning of all investment activities to ensure compliance with the requirements of applicable federal and state regulatory law, rules and regulations; and

(e) Render to the Company and EBPAC any periodic and special reports reasonably requested.

III. DEALING WITH UNDERWRITERS AND BROKER-DEALERS OF SECURITIES

When acquiring or disposing of securities on behalf of the Company and the Trust Funds, the Adviser shall place purchase and sale orders with those underwriters, dealers and banks which the Adviser determines can execute the order as expeditiously as possible at the best obtainable price. However, the Adviser is authorized to allocate orders to underwriters, dealers, and banks providing research services or providing portfolio security value quotations or other services without having to demonstrate that such services are of direct or indirect benefit to the Company, so long as the Adviser complies with Section 28(e) of the Securities Exchange Act of 1934 in doing so.

IV. ADVISER’S COMPENSATION

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

With respect to the Invested Assets described in Section I, the Company shall pay investment advisory fees to the Adviser as compensation for investment advisory services. Fees shall be calculated and paid in accordance with the attached Schedule of Fees which may be amended from time to time by written endorsement executed by the parties. The Adviser shall be solely responsible for paying fees under any Sub advisory Agreement.

V. OTHER CLIENTS

The Adviser represents that it does not have any responsibilities for other clients which conflict with or involve conflict of interest with its obligations under this Agreement and that it will not assume any such responsibilities while this Agreement is in force. No client relationship or activity on behalf of any client shall be deemed to involve a conflict of interest if such client relationship or activity has been fully and fairly disclosed in writing to the Company and approved by the Chief Ethics & Compliance Officer of the Company or his/her designee, and to the administrator of the plans invested in the Trust Funds, and approved by the administrator of the Retirement Plans. It is understood and agreed that the Adviser may act as adviser to other insurance companies, to investment management companies, institutional funds, mutual funds, separate accounts, and other clients. The Company agrees that the Adviser may give advice and take action with respect to other clients which may differ from advice given or the timing or nature of action taken with respect to the Company. It is understood that the Adviser has a duty to allocate investment opportunities over time on a basis that is fair and equitable to each client. It is understood that the services provided to the Company are not exclusive and that individuals who perform services on behalf of the Adviser may not devote their full time to performance of duties under this Agreement.

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VI. INVESTMENT RECORDS

The Adviser agrees that all records which it maintains for the Company and Trust Funds shall be the property of the Company and Trust Funds, respectively, and that the Adviser will surrender promptly to duly designated officers any records when requested to do so by appropriate Company officers or by the administrator of the Retirement Plans. The Adviser further agrees to deliver to the Company and EBPAC, respectively, or preserve for the period prescribed by any applicable insurance or Blue Sky laws or regulations of the Securities and Exchange Commission, all records required to be maintained pursuant to such laws or regulations. The Adviser further agrees that it will protect the confidentiality of all records and accounts it maintains on behalf of the Company and EBPAC, respectively. All accounts and records maintained by the Adviser shall be made available to the accountants or auditors of the Company and EBPAC, respectively, during regular business hours at the Adviser’s offices within five (5) days of Adviser’s receipt of prior written notice. In addition, the Adviser will provide any materials reasonably related to the investment advisory services provided hereunder reasonably requested by the appropriate officers of the Company, EBPAC, or required by any state or federal governmental agency having jurisdiction.

VII. LAWS GOVERNING PERFORMANCE

The services provided hereunder shall be performed in accordance with the legal requirements of the State of Wisconsin and the State of Iowa, insofar as they apply, and the requirements of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Employee Retirement Income Security Act of 1974, insofar as these acts apply.

VIII. STANDARD OF CARE AND INDEMNIFICATION

The standard of care imposed on the Adviser by this Agreement is to act with the same care, skill, prudence, and diligence under the circumstances prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Adviser shall use its best efforts in providing investment services and shall have no responsibility for errors of judgment or other action taken or omitted in good faith performance of its duties; however, the Adviser shall indemnify and hold the Company harmless from all losses or damages arising from any acts or omissions due to gross negligence, willful misfeasance, bad faith, or reckless disregard of its duties.

IX. TERM OF AGREEMENT

This Agreement shall not be assigned by either party without the consent of the other party, and any unilateral attempt on the part of the Adviser to assign this Agreement shall result in the automatic termination of this Agreement. Unless sooner terminated by agreement of the parties, the Agreement shall continue for a period of one year from the Effective Date, and thereafter, shall continue automatically for periods of one year. With respect to the Trust Funds described in Section I, the delegation of authority may be terminated at any time by notice in writing. With respect to all other invested assets described in Section I, this Agreement may be terminated without penalty by either party after the 60th day following the date upon which written notice is received by the party being notified. In the event this Agreement is terminated, the parties will promptly notify the Iowa Insurance Commissioner of any such termination. No amendment to the Agreement may be enforced until reduced to writing and executed on behalf of the parties; and without the prior written consent of the Iowa Insurance Commissioner.

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X. MISCELLANEOUS

This Agreement supercedes any and all agreements previously made by the parties relating to the subject matter hereof, and there are no understandings or agreements other than those incorporated in this Agreement. The parties agree that the Addendum dated September 1, 2009, a copy of which is attached hereto, shall remain in full force and effect and any reference to the Principal Agreement in such Addendum shall be deemed a reference to this Agreement, as amended from time to time.

XI. EFFECTIVE DATE

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

XII. APPLICABLE LAW

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

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

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

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SCHEDULE OF COVERED ENTITIES

(Attached to the Investment Advisory Agreement between
CUNA Mutual Holding Company et. al. and MEMBERS Capital Advisors, Inc.)

Covered Entities included within the scope of this Agreement are as follows:

1. The funds of the CUNA Mutual Pension Plan for Non-Represented Employees and CUNA Mutual Pension Plan for Represented Employees covering the entities that are defined as an “Employer” under the provisions of the Retirement Plans approved by EBPAC, as modified from time to time.

2. The invested assets of the following entities with respect to the appointment as principal Investment Adviser described in Section I of the Investment Advisory Agreement:

CUNA Mutual Holding Company

CUNA Mutual Financial Group, Inc.

CMFG Life Insurance Company

CUNA Mutual Investment Corporation

MEMBERS Life Insurance Company

CUMIS Insurance Society, Inc.

CUNA Mutual Insurance Agency, Inc.

CUNA Brokerage Services, Inc.

CUMIS Specialty Insurance Company, Inc.

Separate accounts maintained by CMFG Life Insurance Company*

CUMIS Bermuda Limited

*To the extent that federal and state regulations require the services of a registered investment adviser for separate accounts which invest in underlying mutual funds.

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SCHEDULE OF FEES

(Attached to the Investment Advisory Agreement between
CUNA Mutual Holding Company et. al. and MEMBERS Capital Advisors, Inc.)

1. The monthly fee payable to the Adviser shall be determined in accordance with the Company’s internal cost allocation process which complies with SSAP 70, has settlement terms in compliance with SSAP 96, and shall be payable within 30 days of receipt of invoice.

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

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EX-10.IIIB

Exhibit 10(iii)(b)

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

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

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

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

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

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

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

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

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

[Signature Page Follows]

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

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

Exhibit A

SCHEDULE OF COVERED ENTITIES

(Attached to the Investment Advisory Agreement between
CUNA Mutual Holding Company et. al. and MEMBERS Capital Advisors, Inc.)

Covered Entities included within the scope of this Agreement are as follows:

1. The funds of the CUNA Mutual Pension Plan for Non-Represented Employees and CUNA Mutual Pension Plan for Represented Employees covering the entities that are defined as an “Employer” under the provisions of the Retirement Plans approved by EBPAC, as modified from time to time.

2. The invested assets of the following entities with respect to the appointment as principal Investment Adviser described in Section I of the Investment Advisory Agreement:

CUNA Mutual Holding Company

CUNA Mutual Financial Group, Inc.

CMFG Life Insurance Company

CUNA Mutual Investment Corporation

MEMBERS Life Insurance Company

CUMIS Insurance Society, Inc.

CUNA Mutual Insurance Agency, Inc.

CUNA Brokerage Services, Inc.

CUMIS Specialty Insurance Company, Inc.

Separate accounts maintained by CMFG Life Insurance Company*

CUMIS Vermont, Inc. (formerly known as CUMIS Bermuda Limited)

CMFG Life Vermont, Inc.

CUNA Mutual International Holdings, Ltd.

CUNA Mutual International Finance, Ltd.

TruStage Insurance Agency, Inc.

CUMIS Mortgage Reinsurance Company

* To the extent that federal and state regulations require the services of a registered investment adviser for separate accounts which invest in underlying mutual funds.

EX-10.IIIC

Exhibit 10(iii)(c)

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

This Amended and Restated Investment Advisory Agreement (the “Agreement”) is made as of January 1, 2015 (the “Effective Date”) by and between CUNA Mutual Holding Company, a mutual insurance holding company domiciled in the state of Iowa, and those other entities CUNA Mutual Holding Company either controls (directly or indirectly) or sponsors, all as listed in Section 2 on the attached Schedule of Covered Entities, as may be amended from time to time (collectively the “Company”), and MEMBERS Capital Advisors, Inc. (“Adviser” and, with Company, the “Parties”), a duly licensed registered investment adviser domiciled in the state  of Iowa with its principal office located in Madison, Wisconsin. As of the Effective Date, this Agreement replaces the Amended and Restated Investment Advisory Agreement, most recently amended as of January 15, 2014, by and between most of the Parties.

The obligations the Adviser owes to the Company herein are owed to the Company and to each entity listed in Section 2 on the attached Schedule of Covered Entities. The authority conferred by this appointment is deemed to be conferred and may be exercised as fully as though it had been specifically made and individually and separately conferred by each of the entities listed in Section 2 on the attached Schedule of Covered Entities.

CUNA Mutual Holding Company and Advisor may add an entity controlled (directly or indirectly) or sponsored by CUNA Mutual Holding Company to this Agreement without amendment hereto. Such entities shall be added by means of an agreement executed only by Adviser, CUNA Mutual Holding Company and the entity or entities being added to this Agreement.

I.     ADVISER’S APPOINTMENT

The Employee Benefits Administration Committee (“EBPAC”) is the plan administrator and named fiduciary of the CUNA Mutual Pension Plan for Non-Represented Employees and the CUNA Mutual Pension Plan for Represented Employees (collectively referred to as the “Retirement Plans”). Pursuant to the terms of the Retirement Plans and EBPAC’s Charter, EBPAC hereby delegates to the Adviser responsibility to provide to the Company investment manager services on behalf of the funds (“Trust Funds”) held by State Street Bank, or its successor (“State Street”) as trustee of the Retirement Plans. This delegation of authority is subject to all the terms, conditions, and provisions of the Retirement Plans and the Trust Agreements with State Street. The Retirement Plans shall not be obligated to pay any fees to the Adviser. The Adviser acknowledges that it will be a fiduciary of the Retirement Plans.

With respect to all invested assets other than those in the Trust Funds described above (the “Invested Assets”), the Company hereby appoints the Adviser to act as its principal investment adviser and investment portfolio manager for the purpose of managing the investment and reinvestment of the Company’s invested assets, which for this purpose shall include all the invested assets of the entities listed in Section 2 on the attached Schedule of Covered Entities. With regard to the Invested Assets, the Adviser is hereby authorized to delegate some or all of its investment adviser duties hereunder to one or more subadvisors pursuant to a written agreement (a “Subadvisory Agreement”) with terms that have been approved by the CUNA Mutual Holding Company Board or Investment Capital Committee (“ICC”) and/or the Company’s Board or other designated body, as applicable, under which the subadvisor shall furnish the services specified therein to the Adviser. Notwithstanding any delegation of authority, the Adviser will continue to have primary responsibility for all investment advisory services furnished pursuant to a Subadvisory Agreement.

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The Adviser hereby accepts the delegation of authority with respect to the Trust Funds and the appointment as principal investment adviser and investment portfolio manager with respect to the Invested Assets, subject to the terns and conditions herein provided.

II.     ADVISER’S DUTIES

The Adviser agrees to provide continuous professional investment management for the Invested Assets and the Trust Funds. The Adviser shall provide an investment program which complies with and is at all times subject to the written policies, directives, and guidelines established from time to time by the Company’s Board of Directors, ICC, EBPAC or any other authorized investment oversight body of the Company, as applicable. The Company shall keep the Adviser informed of changes or modifications to the Company’s investment objectives and investment restrictions. The investment program shall also comply with all applicable state and federal laws, rules, and regulations. In carrying out this investment program, the Adviser shall perform the following functions at such times and with such frequency as may be reasonably required by the Company and EBPAC:

(a) Make investment decisions and be responsible for investment and reinvestment of the investment portfolio;

(b) Perform research, statistical analysis, and continuous supervision of each investment portfolio;

(c) Provide to the Company and EBPAC the data and information concerning investment activity required to enable the Company to prepare and file all necessary statutory statements, tax returns, and any other reports or returns of a regulatory nature which must be prepared or filed from time to time on behalf of the Company;

(d) Monitor systems and procedures for proper functioning of all investment activities to ensure compliance with the requirements of applicable federal and state regulatory law, rules and regulations; and

(e) Render to the Company and EBPAC any periodic and special reports reasonably requested.

III.     DEALING WITH UNDERWRITERS
AND BROKER-DEALERS OF SECURITIES

When acquiring or disposing of securities on behalf of the Company and the Trust Funds, the Adviser shall place purchase and sale orders with those underwriters, dealers and banks which the Adviser determines can execute the order as expeditiously as possible at the best obtainable price. However, the Adviser is authorized to allocate orders to underwriters, dealers, and banks providing research services or providing portfolio security value quotations or other services without having to demonstrate that such services are of direct or indirect benefit to the Company, so long as the Adviser complies with Section 28(e) of the Securities Exchange Act of 1934 in doing so.

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IV.     ADVISER’S COMPENSATION

With respect to the Trust Funds, no fees shall be paid to the Adviser. With respect to the Invested Assets, the Company shall pay investment advisory fees to the Adviser as compensation for investment advisory services. Fees shall be calculated and paid in accordance with the attached Schedule of Fees which may be amended from time to time by written endorsement executed by the Parties in the manner set forth in Article IX. The Adviser shall be solely responsible for paying fees under any Subadvisory Agreement.

V.     OTHER CLIENTS 

The Adviser represents that it does not have any responsibilities for other clients which conflict with or involve conflict of interest with its obligations under this Agreement and that it will not assume any such responsibilities while this Agreement is in force. No client relationship or activity on behalf of any client shall be deemed to involve a conflict of interest if such client relationship or activity has been frilly and fairly disclosed in writing to the Company arid approved by the Chief Ethics & Compliance Officer of the Company or his/her designee, and to the administrator of the plans invested in the Trust Funds, and approved by the administrator of the Retirement Plans. It is understood and agreed that the Adviser may act as adviser to other insurance companies, to investment management companies, institutional funds, mutual funds, separate accounts, and other clients. The Company agrees that the Adviser may give advice and take action with respect to other clients which may differ from advice given or the timing or nature of action taken with respect to the Company. It is understood that the Adviser has a duty to allocate investment opportunities over time on a basis that is fair and equitable to each client. It is understood that the services provided to the Company are not exclusive and that individuals who perform services on behalf of the Adviser may not devote their full time to performance of duties under this Agreement.

VI.     INVESTMENT RECORDS

The Adviser agrees that all records which it maintains for the Company and Trust Funds shall be the property of the Company and Trust Funds, respectively, and that the Adviser will surrender promptly to duly designated officers any records when requested to do so by appropriate Company officers or by the administrator of the Retirement Plans. The Adviser further agrees to deliver to the Company and EBPAC, respectively, or preserve for the period prescribed by any applicable insurance or Blue Sky laws or regulations of the Securities and Exchange Commission, all records required to be maintained pursuant to such laws or regulations. The Adviser further agrees that it will protect the confidentiality of all records and accounts it maintains on behalf of the Company and EBPAC, respectively. All accounts and records maintained by the Adviser shall be made available to the accountants or auditors of the Company and EBPAC, respectively, during regular business hours at the Adviser’s offices within five (5) days of Adviser’s receipt of prior written notice. In addition, the Adviser will provide any materials reasonably related to the investment advisory services provided hereunder reasonably requested by the appropriate officers of the Company, EBPAC, or required by any state or federal governmental agency having jurisdiction.

VII.     LAWS GOVERNING PERFORMANCE

The services provided hereunder shall be performed in accordance with the legal requirements of the State of Wisconsin and the State of Iowa, insofar as they apply, and the requirements of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Employee Retirement Income Security Act of 1974, insofar as these acts apply.

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VIII.     STANDARD OF CARE AND INDEMNIFICATION

 The standard of care imposed on the Adviser by this Agreement is to act with the same care, skill, prudence, and diligence under the circumstances prevailing that a prudent person acting in like capacity and familiar with such matter would use in the conduct of an enterprise of a like character and with like aims. The Adviser shall use its best efforts in providing investment services and shall have no responsibility for errors of judgement or other action taken or omitted in good faith performance of its duties; however, the Adviser shall indemnify and hold the Company harmless from all loses or damage arising from any acts or omissions due to gross negligence, willful misfeasance, bad faith, or reckless disregard of its duties.

IX.     TERM OF AGREEMENT

This Agreement shall not be assigned by either party without the consent of the other party, and any unilateral attempt on the part of the Adviser to assign this Agreement shall result in the automatic termination of this Agreement. Unless sooner terminated by agreement of the parties, the Agreeriient shall continue for a period of one year from the Effective Date, and thereafter, shall continue automatically for periods of one year.

With respect to the Trust Funds, the delegation of authority may be terminated at any time by notice in writing. With respect to all other Invested Assets, this Agreement may be terminated without penalty by either party after the 60th day following the date upon which written notice is received by the party being notified. This Agreement can be terminated upon shorter notice upon a material breach of this Agreement by another Party. No Pai4y shall have an automatic right to terminate this Agreement solely because another Party has been placed in receivership or seized by an insurance commissioner or department.

In the event this Agreement is terminated, to the extent required by applicable law, the parties will promptly notify the Iowa Insurance Commissioner of any such termination. No amendment to the Agreement may be enforced until reduced to writing and executed on behalf of the parties; and without the prior written consent of the Iowa Insurance Commissioner.

X.     MISCELLANEOUS

A. Other Agreements. This Agreement supersedes any and all agreements previously made by the parties relating to the subject matter hereof, and there are no understandings or agreements other than those incorporated in this Agreement.

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

C. Annual Review. Each Party shall maintain oversight for all goods and services provided to it hereunder. At least annually, the Parties hereto shall review the provision of goods and services hereunder to ensure that they have been provided in a mutually agreed upon manner.

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D. No Advancements. Except as explicitly contemplated by this Agreement, no Party shall make any advancement to any other Party hereunder. In no event may a Party hereunder make any advancements to another Party, except to pay for services provided hereunder.

E. Receivership of a Party. If a Party is placed in receivership or seized by an insurance commissioner or department, then (a) all rights of such Party shall extend to the appropriate insurance commissioner, receiver and/or insurance department and (b) all Records shall be made available to the insurance commissioner, receiver and/or insurance department and shall be turned request. If any Party is placed in receivership or seized by an insurance commissioner or department, then the other Parties shall continue to maintain any systems, programs and other infrastructure used or useful to provide the goods and services pursuant to this Agreement so long as such Party is receiving timely payments required by this Agreement; provided, however, that in such circumstances, all Parties shall have the termination rights set forth in Article IX.

F. Funds and Invested Assets. All funds and invested assets of a Party shall remain the exclusive property of such Party, and shall remain subject to the control of such Party.

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

CMFG Life Insurance Company			CUNA Mutual Holding Company
BY:	Alastair C. Shore		BY:	Faye A. Patzner
TITLE:		EVP, CFO & Treasurer	TITLE:		EVP, Chief Administrative Officer
CUNA Mutual Financial Group, Inc.			MEMBERS Capital Advisors, Inc.
BY:	Jason A. Pisarik		BY:	David P. Marks
TITLE:		SVP, Chief Accounting Officer	TITLE:		President

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D. No Advancements. Except as explicitly contemplated by this Agreement, no Party shall make any advancement to any other Party hereunder. In no event may a Party hereunder make any advancements to another Party, except to pay for services provided hereunder.

E. Receivership of a Party. If a Party is placed in receivership or seized by an insurance commissioner or department, then (a) all rights of such Party shall extend to the appropriate insurance commissioner, receiver and/or insurance department and (b) all Records shall be made available to the insurance commissioner, receiver and/or insurance department and shall be turned over to the insurance commissioner, receiver and/or insurance department immediately upon request. If any Party is placed in receivership or seized by an insurance commissioner or department, then the other Parties shall continue to maintain any systems, programs and other infrastructure used or useful to provide the goods and services pursuant to this Agreement so long as such Party is receiving timely payments required by this Agreement; provided, however, that in such circumstances, all Parties shall have the termination rights set forth in Article IX.

F. Funds and Invested Assets. All funds and invested assets of a Party shall remain the exclusive property of such Party, and shall remain subject to the control of such Party.

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

CMFG Life Insurance Company			CUNA Mutual Holding Company
BY:	Alastair C. Shore		BY:	Faye A. Patzner
TITLE:		EVP, CFO & Treasurer	TITLE:		EVP, Chief Administrative Officer
CUNA Mutual Financial Group, Inc.			MEMBERS Capital Advisors, Inc.
BY:	Jason A. Pisarik		BY:	David P. Marks
TITLE:		SVP, Chief Accounting Officer	TITLE:		President

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CUMIS Specialty Insurance Company, Inc.			CUMIS Insurance Society, Inc.
BY:	James M. Power		BY:	Steven R. Suleski
TITLE:		President	TITLE:		Secretary
CUNA Mutual Insurance Agency, Inc.			CUNA Mutual Investment Corporation
BY:	Jay Isaacson		BY:	Thomas J. Merfeld
TITLE:		President	TITLE:		SVP, Chief Market Risk Officer
CUNA Brokerage Services, Inc.			CUMIS Vermont, Inc.
BY:	Timothy S. Halevan		BY:	Thomas J. Merfeld
TITLE:		President	TITLE:		President
TruStage Insurance Agency, LLC			CUMIS Mortgage Reinsurance Company
BY:	Susan M. Sachatello		BY:	Brian J. Borakove
TITLE:		SVP, TruStage	TITLE:		Treasurer
CUNA Mutual International Holdings, Ltd.			CUNA Mutual International Finance, Ltd.
BY:	Paul M. Treinen		BY:	Paul M. Treinen
TITLE:		President	TITLE:		President

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MEMBERS Life Insurance Company			CMFG Life Vermont, Inc.
BY:	Timothy L. Graham		BY:	William A. Karls
TITLE:		SVP, Finance	TITLE:		VP, Controller

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SCHEDULE OF COVERED ENTITIES

Covered Entities included within the scope of this Agreement are as follows:

1.          The funds of the CUNA Mutual Pension Plan for Non-Represented Employees and CUNA Mutual Pension Plan for Represented Employees covering the entities that are defined as an “Employer” under the provisions of the Retirement Plans approved by EBPAC, as modified from time to time.

2.          The invested assets of the following entities with respect to the appointment as principal Investment Adviser described in Section I of the Investment Advisory Agreement:

CUNA Mutual Holding Company 

CUNA Mutual Financial Group, Inc. 

CMFG Life Insurance Company 

CUNA Mutual Investment Corporation 

MEMBERS Life Insurance Company 

CUMIS Insurance Society, Inc. 

CUNA Mutual Insurance Agency, Inc. 

CUNA Brokerage Services, Inc. 

CUMIS Specialty Insurance Company, Inc. 

Separate accounts maintained by CMFG Life Insurance Company* 

CUMIS Vermont, Inc. (formerly known as CUMIS Bermuda Limited) 

CMFG Life Vermont, Inc. 

CUNA Mutual International Holdings, Ltd. 

CUNA Mutual International Finance, Ltd. 

TruStage Insurance Agency, Inc. 

CUMIS Mortgage Reinsurance Company

*To the extent that federal and state regulations require the services of a registered investment adviser for separate accounts which invest in underlying mutual funds.

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SCHEDULE OF FEES

(Attached to the Investment Advisory Agreement between
CUNA Mutual Holding Company et. al. and MEMBERS Capital Advisors, Inc.)

1. The fee payable to the Adviser shall be determined in accordance with the Company’s internal cost allocation process which complies with SSAP 70, has settlement terms in compliance with SSAP 96, and shall be payable within 30 days of receipt of invoice.

2. The fee shall be payable monthly or at other times agreed upon by the Parties, but in no event less frequently than quarterly.

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EX-10.IVA

Exhibit 10(iv)(a)

CUNA MUTUAL GROUP COST SHARING, PROCUREMENT,

DISBURSEMENT, BILLING AND COLLECTION AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

2.           Provision of Goods and Services.

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

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

3.           Transfer of Funds.

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

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

4. Compensation.

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

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

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

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

b.           Payment. All amounts owed herunder shall be due within 30 days of presentment in good order. Presentment shall occur monthly or at other times agreed upon by the Parties, but in no event less frequently than quarterly.

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

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

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

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8. Miscellaneous.

a.           Term; Termination. This Agreement shall commence on the Effective Date and shall continue for an indefinite period until terminated by mutual consent of the Parties upon 30 days’ notice. Any party, other than CMFG Life can terminate this Agreement with respect to itself only upon 30 days’ notice. CMFG Life may terminate this Agreement with respect to all Parties upon 30 days’ notice. Any party, other than CMFG Life can terminate this Agreement with respect to itself only upon less notice upon a material breach of this Agreement that affects such Party. No Party shall have an automatic right to terminate this Agreement solely because any other Party has been placed in receivership or seized by an insurance commissioner or department. To the extent required by applicable law, notice of termination shall be provided to the Iowa Commissioner of Insurance.

b.           Books and Records.

i. Ownership of Records. All business records and reports, studies, documents and other information generated pursuant to or relating to this Agreement or the Goods and Services performed hereunder (the “Records”) are and shall remain the property of the Party that created them.

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

iii. Insurers’ Books and Records. Notwithstanding the foregoing, any books and records that are required, by applicable law, to be the property of a Party that is an insurance company shall be the property of that insurance company.

iv. Other. Payments to and on behalf of each Party shall be properly reflected on the books and records of each Party, so as to be in compliance with applicable law and regulation.

c.           Oversight; Annual Review. Each Party shall maintain oversight for all Goods and Services provided to it hereunder. At least annually, the Parties hereto shall review the provision of goods and services hereunder to ensure that they have been provided in an acceptable manner.

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d.             Indemnification. Each Party (the “Indemnitor”) will indemnify the other Parties (each, an “Indemnitee”) and the Indemnitees’ directors, shareholders, officers, agents and employees and hold each of them harmless from and against any losses, damages, judgments and other costs, fees and expenses, including reasonable attorneys’ fees, resulting from any breach by the Indemnitor of this Agreement or from the gross negligence, fraud or willful misconduct of employees and permissible contractors and agents of the Indemnitor.

e.             No Advancements. Except as explicitly contemplated by this Agreement, no Party shall make any advancement to any other Party hereunder. In no event may a Party hereunder make any advancements to another Party, except to pay for services provided hereunder.

f.             Receivership of a Party. If a Party is placed in receivership or seized by an insurance commissioner or department, then (a) all rights of such Party shall extend to the appropriate insurance commissioner, receiver and/or insurance department and (b) all Records shall be made available to the insurance commissioner, receiver and/or insurance department and shall be turned over to the insurance commissioner, receiver and/or insurance department immediately upon request. If any Party is placed in receivership or seized by an insurance commissioner or department, then the other Parties shall continue to maintain any systems, programs and other infrastructure used or useful to provide the Goods and Services pursuant to this Agreement so long as such Party is receiving timely payments required by this Agreement; provided, however, that in such circumstances, all Parties shall have the termination rights set forth in the section titled “Term; Termination” above.

g.             Funds and Invested Assets. All funds and invested assets of a Party shall remain the exclusive property of such Party, and shall remain subject to the control of such Party.

h.             Governing Law. This Agreement shall be governed by the laws of the State of Iowa.

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IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused this Agreement to be executed on behalf of their respective companies.

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

6

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

7

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

8

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

9

Schedule A
Prior Cost Sharing Agreements

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

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

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

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EX-24

Exhibit 24

Form S-1

MEMBERS LIFE INSURANCE COMPANY

Power of Attorney

David L. Sweitzer

President/Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tim Kovac or Jennifer Kraus-Florin and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Product Name	1933 Act File Number
CUNA Mutual Group ZoneChoice Annuity	333-

IN WITNESS WHEREOF, this 21 day of January, 2021

/s/David L. Sweitzer

David L. Sweitzer

Form S-1

MEMBERS LIFE INSURANCE COMPANY

Power of Attorney

Michael F. Anderson

Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tim Kovac or Jennifer Kraus-Florin and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Product Name	1933 Act File Number
CUNA Mutual Group ZoneChoice Annuity	333-

IN WITNESS WHEREOF, this 21 day of January, 2021

/s/Michael F. Anderson

Michael F. Anderson

Form S-1

MEMBERS LIFE INSURANCE COMPANY

Power of Attorney

Abigail R. Rodriguez

Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tim Kovac or Jennifer Kraus-Florin and each of them (with full power to each of them to act alone), her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for her and on her behalf and in her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents and purposes as she herself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Product Name	1933 Act File Number
CUNA Mutual Group ZoneChoice Annuity	333-

IN WITNESS WHEREOF, this 21 day of January, 2021

/s/Abigail R. Rodriguez

Abigail R. Rodriguez

Form S-1

MEMBERS LIFE INSURANCE COMPANY

Power of Attorney

William A. Karls

Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tim Kovac or Jennifer Kraus-Florin and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Product Name	1933 Act File Number
CUNA Mutual Group ZoneChoice Annuity	333-

IN WITNESS WHEREOF, this 21 day of January, 2021

/s/William A. Karls

William A. Karls

Form S-1

MEMBERS LIFE INSURANCE COMPANY

Power of Attorney

Brian J. Borakove

Treasurer 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tim Kovac or Jennifer Kraus-Florin and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Product Name	1933 Act File Number
CUNA Mutual Group ZoneChoice Annuity	333-

IN WITNESS WHEREOF, this 21 day of January, 2021 

/s/Brian J. Borakove

Brian J. Borakove

Form S-1

MEMBERS LIFE INSURANCE COMPANY

Power of Attorney

Paul D. Barbato

Secretary/Director 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tim Kovac or Jennifer Kraus-Florin and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 

Product Name	1933 Act File Number
CUNA Mutual Group ZoneChoice Annuity	333-

IN WITNESS WHEREOF, this 21 day of January, 2021

/s/Paul D. Barbato

Paul D. Barbato