FIRST AMENDMENT TO
COINSURANCE AGREEMENT
THIS FIRST AMENDMENT TO COINSURNACE AGREEMENT ("Amendment"), effective as of
January 1, 2014, amends that certain Coinsurance Agreement, effective January 1,
2013 (the "Agreement"), by and between MEMBERS LIFE INSURANCE COMPANY (the
"Company") and CMFG LIFE INSURANCE COMPANY ("Reinsurer").
WHEREAS, the parties wish to amend the terms of the Agreement to update and
replace the investment guidelines for the Reinsurer's Separate Account, which
guidelines are attached as Exhibit A to the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter, the parties hereto intending to be legally bound agree to
amend the Agreement as follows:
ARTICLE I
AMENDMENT TO THE AGREEMENT
1.1 Amendment to Exhibit A. The investment guidelines attached as Exhibit
A to the Agreement are hereby replaced in their entirety with the
investment guidelines attached hereto.
ARTICLE II
MISCELLANEOUS
2.1 This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and
the same instrument.
2.2 This Amendment shall in all respects be governed by, and construed in
accordance with, the laws of the State of Iowa, including all matters of
construction, validity and performance, without regards to its conflict
of law provisions.
2.3 Except as otherwise expressly provided herein, this Amendment does not
alter, amend or modify the terms of the Agreement, and all terms of the
Agreement, as modified herein, remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this First Amendment to Coinsurance
Agreement to be executed by their duly-authorized representatives and to be
effective on the sate first set forth above.
MEMBERS LIFE INSURANCE COMPANY CMFG LIFE INSURANCE COMPANY
By: /s/Brian J. Borakove By: /s/Thomas J. Merfeld
--------------------------------- ----------------------------------
Print Name: Brian J. Borakove Print Name: Thomas J. Merfeld
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Title: Treasurer Title: SVP, Chief Risk Officer
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Date: 1/29/2014 Date: 1/29/2014
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INVESTMENT GUIDELINES CMFG LIFE INSURANCE COMPANY
MEMBERS ZONE SEPARATE ACCOUNT
MEMBERS ZONE SEPARATE ACCOUNT LIMITS
------------------------------------
POSITION SIZE
LIMIT % OF
BROAD ASSET CLASS ASSET CLASS MINIMUM MAXIMUM PORTFOLIO
----------------- ----------- ------- ------- -------------
2% 100%
NEAR RISK-FREE Government/Cash 1% 100% N/A
Agency MBS 0% 75% 25%
20% 80%
Public -- A or Above 20% 75% 10%
Public -- BBB 0% 60% 5%
CORPORATE Private -- Investment Grade 0% 20% 5%
Public -- High Yield 0% 10% 2%
Private -- High Yield 0% 10% 2%
0% 30%
OTHER CREDIT Mortgage Loan 0% 30% 5%
Municipal 0% 0% -
0% 10%
ABS* 0% 5% 2%
STRUCTURED CREDIT CMBS** 0% 5% 2%
CLO 0% 0% -
Legacy Structured 0% 0% -
0% 0%
Real Estate 0% 0% -
EQUITY OR NEAR- Alternative - Mezzanine 0% 0% -
EQUITY Alternative - Private Equity 0% 0% -
Public Equity 0% 0% -
*A generic unleveraged ABS structure whose underlying collateral may consist of
credit cards or auto loans. It will have an S&P rating of AA or better (or the
equivalent Moody's rating).
** A generic unleveraged CMBS structure backed by mortgages on commercial real
estate. It will have an S&P rating of AA or better (or the equivalent Moody's
rating).
DERIVATIVES
Derivatives will be limited to those hedging liability risks. Exchange-traded
and over-the counter derivative instruments may be used. Risks hedged would
primarily be the equity market related guarantees of the Members Zone product,
but can also include rate and credit oriented exposures generally related to
liability reserves. Limits on notional amounts will be no more than $500 million
for equity and $250 million for rate/credit. These limits will be evaluated
annually and must be less than overall CMFG Life Insurance Company derivative
notional limits.
TRANSFER RESTRICTIONS
Assets may be transferred into and out of the separate account 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 account.
Effective January 1, 2014