CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement dated as of January 1, 2015

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:

2.           Provision of Goods and Services.

3.           Transfer of Funds.

a.           Calculation of Amounts Due Hereunder. The amount owed for Goods and Services provided hereunder shall be:

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.

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.

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.

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.

IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have caused this Agreement to be executed on behalf of their respective companies.

Schedule A
Prior Cost Sharing Agreements