Exhibit 10(iv)
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.
1. 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 al! 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.
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 portfoiio;
(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.
111. 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 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,
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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.
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 foliowing 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 lowa.
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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
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President and Chief Executive Officer
CUNA MUTUAL FINANCIAL GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President and Chief Executive Officer
CMFG LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President and Chief Executive Officer
CUMIS INSURANCE SOCIETY, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President
CUNA MUTUAL INVESTMENT CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President
MEMBERS LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
CUNA MUTUAL INSURANCE AGENCY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
CUNA BROKERAGE SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, President
CUNA SPECIALTY INSURANCE COMPANY, INC.
By: /s/ ▇▇▇▇▇ ▇. Power
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▇▇▇▇▇ ▇. Power, President
CUMIS BERMUDA LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
EMPLOYEE BENEFITS PLAN ADMINISTRATION COMMITTEE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chair
MEMBERS Capital Advisors, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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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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