MEMBERS Capital Advisors, Inc.

Headnote

Application to the Ontario Securities Commission for a ruling pursuant to subsection 74(1) of the Securities Act (Ontario) (the Act) for a ruling that the Applicant be exempted from the adviser registration requirements in subsection 25(3) of the Act. The Applicant will provide advice to its Canadian affiliate in Ontario only for so long as such affiliate remains an affiliate of the Applicant.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF MEMBERS CAPITAL ADVISORS, INC.

DECISION

UPON the application (the Application) of MEMBERS Capital Advisors, Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for a ruling pursuant to subsection 74(1) of the Act that the Applicant be exempted from the adviser registration requirements in subsection 25(3) of the Act;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

Background

1. The Applicant is a corporation existing under the laws of the State of Iowa, with its principal office located in Madison, Wisconsin. The Applicant does not have an office or employees in Canada.

2. The Applicant is part of a group of companies owned by CUNA Mutual Holding Company, a mutual insurance holding company that is a provider of insurance and financial services to credit unions and their members, headquartered in Madison, Wisconsin and collectively known as "CUNA Mutual Group". The Applicant is a wholly-owned investment adviser subsidiary of CUNA Mutual Group.

3. The Applicant is registered as an adviser with the United States Securities and Exchange Commission under the United StatesInvestment Advisers Act of 1940. The Applicant has assets under management of over US$28 billion for CUNA Mutual Group entities.

4. The Applicant is in compliance in all material respects with securities laws of the United States of America. The Applicant is not in default of any requirements of securities legislation of any jurisdiction in Canada.

5. The Applicant is an affiliate of Assurant Life of Canada (the Ontario Affiliate). The Ontario Affiliate is incorporated under the laws of Ontario and is indirectly wholly-owned by CUNA Mutual Holding Company. The Ontario Affiliate is licensed to carry on the business of an insurance company in all provinces and territories in Canada, and provides funeral insurance, final expense insurance and executor insurance. The head office of the Ontario Affiliate is located in Toronto, Ontario.

6. The Applicant proposes to provide investment advice and portfolio management services to the Ontario Affiliate and any other affiliates in Ontario which may be formed or acquired in the future that (i) are licensed or otherwise duly permitted or authorized to carry on the business of an insurance company in Canada or a branch of a foreign insurance company in Canada, or (ii) are holding companies that have as their principal business activity to hold securities of one or more affiliates that are each licensed or otherwise duly permitted or authorized to carry on business as an insurance company in Canada. The investment advice and portfolio management services will be with respect to the portfolio assets of the Ontario Affiliate or any future affiliate. It is expected that the Applicant will provide investment advice and portfolio management services on approximately US$1.9 billion of assets of the Ontario Affiliate.

7. The Applicant is not registered as an adviser in any jurisdiction of Canada and cannot rely on the international adviser registration exemption set out in section 8.26 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) because the Applicant may provide advice on securities that are not a "foreign security" (as defined in Section 8.26(2) of NI 31-103) and that is not incidental to advice on a foreign security.

8. The Ontario Affiliate is a "permitted client" as defined in section 1.1 of NI 31-103.

9. There is no requirement for employees of a corporation to be registered as advisers under the Act if such employees provide investment advice to their employer with respect to the portfolio assets held by such employer. The Ontario Affiliate currently employs an individual who provides investment advice and direction with respect to its Canadian portfolio assets, but the Ontario Affiliate intends to outsource the adviser function to the Applicant, an affiliate of the Ontario Affiliate. Outsourcing the investment function is permitted under the Insurance Act (Ontario).

10. The Canadian portfolio assets held by the Ontario Affiliate and expected to be managed by the Applicant are owned by the Ontario Affiliate. There are no external stakeholders (such as, for example, holders of variable annuity contracts or segregated funds/separate accounts for policyholders) that have any direct interest in the performance of such portfolios. Accordingly, there is no stakeholder in Ontario or elsewhere other than the Ontario Affiliate that would be directly affected by the investment advice provided by the Applicant.

11. Subsection 74(1) of the Act provides that a ruling may be made by the Commission that a person or company is not subject to section 25 of the Act, subject to such terms and conditions as the Commission considers necessary, where the Commission is satisfied that to do so would not be prejudicial to the public interest.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED, pursuant to subsection 74(1) of the Act, that the Applicant is exempt from the adviser registration requirements of subsection 25(3) of the Act in respect of it acting as an adviser to its affiliates in Ontario, provided that:

1. the Applicant provides investment advice and portfolio management services in Ontario only to its affiliates that:

(a) are licensed or otherwise duly permitted or authorized to carry on business as an insurance company in Canada or a branch of a foreign insurance company in Canada; or

(b) are holding companies that have as their principal business activity to hold securities of one or more affiliates that are each licensed or otherwise duly permitted or authorized to carry on business as an insurance company in Canada; and

2. with respect to any particular affiliate, the investment advice and portfolio management services provided in Ontario are provided only as long as that affiliate remains:

(a) an "affiliate" of the Applicant as defined in the Act, and

(b) a "permitted client" as defined in NI 31-103.

DATED at Toronto, Ontario, this 12th day of October, 2021.