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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

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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.

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

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duly authorized officers, auditors, and representatives of CBSI and by the Securities and

Exchange Commission, FINRA, and other regulatory authorities having proper

jurisdiction.

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

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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.

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.

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MEMBERS Life Insurance CompanyCUNA Brokerage Services Inc.

/s/Jeffrey Bosco/s/David M. Foster

By:  Jeffrey BoscoBy:  David M. Foster

Title:  President and CEOTitle:  President

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.