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 terms 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 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.
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
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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, 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 Party 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 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
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BY: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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TITLE: EVP, CFO & Treasurer TITLE: EVP, Chief Administrative Officer
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CUNA Mutual Financial Group, Inc. MEMBERS Capital Advisors, Inc.
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BY: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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TITLE: SVP, Chief Accounting Officer TITLE: President
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CUMIS Specialty Insurance Company, Inc. CUMIS Insurance Society, Inc.
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BY: ▇▇▇▇▇ ▇. Power BY: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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TITLE: President TITLE: Secretary
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CUNA Mutual Insurance Agency, Inc. CUNA Mutual Investment Corporation
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TITLE: President TITLE: SVP, Chief Market Risk Officer
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CUNA Brokerage Services, Inc. CUMIS Vermont, Inc.
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TITLE: President TITLE: President
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TruStage Insurance Agency, LLC CUMIS Mortgage Reinsurance Company
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TITLE: SVP, TruStage TITLE: Treasurer
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CUNA Mutual International Holdings, Ltd. CUNA Mutual International Finance, Ltd.
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BY: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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TITLE: President TITLE: President
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MEMBERS Life Insurance Company CMFG Life Vermont, Inc.
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BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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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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