Exhibit
10.(v)(h)(i) 


 





ADMINISTRATIVE
SERVICES AGREEMENT


 


MEMBERS
LIFE INSURANCE COMPANY (“INSURER”) and INVESCO ADVISERS, INC. (“INVESCO”) (collectively, the
“Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”)
dated as of January 1, 2016.


 


WHEREAS,
INVESCO is the investment adviser to AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and each of its series
portfolios (each, a “Fund” and collectively, the “Funds”); and


 


WHEREAS,
INVESCO has entered into a Third Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, as amended,
with the Fund (“Master Agreement”) pursuant to which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the Fund’s Board of Directors from time to time; and


 


WHEREAS,
INSURER issues variable life insurance policies and/or variable annuity contracts (collectively, the “Contracts”);
and


 


WHEREAS,
INSURER has entered into a participation agreement, dated January 1, 2016 (“Participation Agreement”) with the
Fund, pursuant to which the Fund has agreed to make shares of certain of its portfolios (“Portfolios”) available for
purchase by one or more of INSURER’S separate accounts or divisions thereof (each, a “Separate Account”), in
connection with the allocation by Contract owners of purchase payments to corresponding investment options offered under the Contracts;
and


 


WHEREAS,
INSURER and INVESCO expect that the Fund, and its Portfolios, can derive substantial savings in administrative expenses by
virtue of having one or more Separate Accounts of INSURER each as a single shareholder of record of Portfolio shares, rather than
having numerous public shareholders of such shares; and


 


WHEREAS,
INSURER and INVESCO expect that the Fund, and its Portfolios, can derive such substantial savings because INSURER performs
the administrative services listed on Schedule A hereto for the Fund in connection with the Contracts issued by INSURER; and


 


WHEREAS,
INSURER desires to be compensated for providing such administrative services; and


 


WHEREAS,
INVESCO desires that the Fund benefit from the lower administrative expenses resulting from the administrative services performed
by INSURER; and


 




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WHEREAS,
INVESCO desires to retain the administrative services of INSURER and to compensate INSURER for providing such administrative
services;


 


NOW,
THEREFORE, the Parties agree as follows:


 


Section
1. Administrative Services; Payments Therefor.


 


(a)    
INSURER shall provide the administrative services set out in Schedule A hereto and made a part hereof, as the same may be amended
from time to time. For such services, INVESCO agrees to pay to INSURER a quarterly fee (i) (“Quarterly Fee”) equal
to 0.15% of the average daily net assets of Series I and Series II shares of each Fund, excluding the Invesco VI Money Market
Fund attributable to the Contracts issued by INSURER (“INSURER Fund Assets”) and (ii) a quarterly fee (the “Money
Market Quarterly Fee”) equal to 0.10% of the average daily net assets of Series I and Series II shares of the Invesco
VI Money Market Fund attributable to the Contracts issued by the INSURER.


 


(b)   
INVESCO shall calculate the Quarterly Fee at the end of each calendar quarter and will make such payment to INSURER, without demand
or notice by INSURER, within 30 days thereafter, in a manner mutually agreed upon by the Parties from time to time.


 


(c)    
From time to time, the Parties shall review the Quarterly Fee to determine whether it exceeds or is reasonably expected to exceed
the incurred and anticipated costs, over time, of INSURER. The Parties agree to negotiate in good faith a reduction to the Quarterly
Fee as necessary to eliminate any such excess or as necessary to reflect a reduction in the fee paid by the Fund to INVESCO pursuant
to the Master Agreement.


 


Section
2. Nature of Payments.


 


The
Parties to this Agreement recognize and agree that INVESCO’s payments hereunder are for administrative services only and
do not constitute payment in any manner for investment advisory services or for costs of distribution of Contracts or of Portfolio
shares, and are not otherwise related to investment advisory or distribution services or expenses. INSURER represents and warrants
that the fees to be paid by INVESCO for services to be rendered by INSURER pursuant to the terms of this Agreement are to compensate
the INSURER for providing administrative services to the Fund, and are not designed to reimburse or compensate INSURER for providing
administrative services with respect to the Contracts or any Separate Account.


 


Section
3. Term and Termination.


 


Any
Party may terminate this Agreement, without penalty, on 60 days written notice to the other Party. Unless so terminated, this
Agreement shall continue in effect for so long as INVESCO or its successor(s) in interest, or any affiliate thereof, continues
to perform in a similar capacity for the Fund, and for so long as INSURER provides the services contemplated hereunder with respect
to Contracts under which values or monies are allocated to a Portfolio.


 






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Section
4. Amendment.


 


This
Agreement may be amended upon mutual agreement of the Parties in writing.


 


Section
5. Notices.


 


All
notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered


 


MEMBERS
Life Insurance Company 


5910
Mineral Point Road 


Madison,
WI 53705 


Attention:
Office of General Counsel


 


Invesco
Advisers, Inc. 


11
Greenway Plaza, Suite 1000 


Houston,
Texas 77046 

Facsimile: (713) 993-9185


Attention: Veronica Castillo, Esquire


 


Section
6. Miscellaneous.


 


(a)     
Successors and Assigns. This Agreement shall be binding upon the Parties and their transferees, successors and assigns.
The benefits of and the right to enforce this Agreement shall accrue to the Parties and their transferees, successors and assigns.


 


(b)     
Assignment. Neither this Agreement nor any of the rights, obligations or liabilities of any Party hereto shall be assigned
without the written consent of the other Party.


 


(c)     
Intended Beneficiaries. Nothing in this Agreement shall be construed to give any person or entity other than the Parties,
as well as the Fund, any legal or equitable claim, right or remedy. Rather, this Agreement is intended to be for the sole and
exclusive benefit of the Parties, as well as the Fund.


 


(d)    
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which
shall together constitute one and the same instrument.


 


(e)    
Applicable Law. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of
Delaware without reference to the conflict of law principles thereof.


 


(f)    
Severability. If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or
regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect
as if the invalid or unenforceable portion had not been inserted.


 




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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of first above written.


 



	 	MEMBERS
    LIFE lNSURANCE COMPANY
	 	 	 
	 	By:	
	 	 	M. Jeffrey Bosco
	 	Title:	SVP, President
	 	 	 
	 	INVESCO
    ADVISERS, INC:
	 	 
	 	By:	
	 	Title:	Vice President



 



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SCHEDULE
A


 


ADMINISTRATIVE
SERVICES FOR 


AIM
VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)


 


INSURER
shall provide certain administrative services respecting the operations of the Fund, as set forth below. This Schedule, which
may be amended from time to time as mutually agreed upon by INSURER and INVESCO, constitutes an integral part of the Agreement
to which it is attached. Capitalized terms used herein shall, unless otherwise noted, have the same meaning as the defined terms
in the Agreement to which this Schedule relates.


 


A.           Records of Portfolio Share Transactions; Miscellaneous Records


 


1.           INSURER shall maintain master accounts with the Fund, on behalf of each Portfolio, which accounts shall bear the name of INSURER
as the record owner of Portfolio shares on behalf of each Separate Account investing in the Portfolio.


 


2.           INSURER shall maintain a daily journal setting out the number of shares of each Portfolio purchased, redeemed or exchanged by
Contract owners each day, as well as the net purchase or redemption orders for Portfolio shares submitted each day, to assist
INVESCO, the Fund and/or the Fund’s transfer agent in tracking and recording Portfolio share transactions, and to facilitate
the computation of each Portfolio’s net asset value per share. INSURER shall promptly provide INVESCO, the Fund, and the
Fund’s transfer agent with a copy of such journal entries or information appearing thereon in such format as may be reasonably
requested from time to time. INSURER shall provide such other assistance to INVESCO, the Fund, and the Fund’s transfer agent
as may be necessary to cause various Portfolio share transactions effected by Contract owners to be properly reflected on the
books and records of the Fund.


 


3.           In addition to the foregoing records, and without limitation, INSURER shall maintain and preserve all records as required by law
to be maintained and preserved in connection with providing administrative services hereunder.


 


B.           Order Placement and Payment


 


1.           INSURER shall determine the net amount to be transmitted to the Separate Accounts as a result of redemptions of each Portfolio’s
shares based on Contract owner redemption requests and shall disburse or credit to the Separate Accounts all proceeds of redemptions
of Portfolio shares. INSURER shall notify the Fund of the cash required to meet redemption payments.


 


2.           INSURER shall determine the net amount to be transmitted to the Fund as a result of purchases of Portfolio shares based on Contract
owner purchase payments and transfers allocated to the Separate Accounts investing in each Portfolio. INSURER shall transmit net
purchase payments to the Fund’s custodian.


 






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C.           Accounting Services


 


INSURER
shall perform miscellaneous accounting services as may be reasonably requested from time to time by INVESCO, which services shall
relate to the business contemplated by the Participation Agreement between INSURER and the Fund, as amended from time to time.
Such services shall include, without limitation, periodic reconciliation and balancing of INSURER’S books and records with
those of the Fund with respect to such matters as cash accounts, Portfolio share purchase and redemption orders placed with the
Fund, dividend and distribution payments by the Fund, and such other accounting matters that may arise from time to time in connection
with the operations of the Fund as related to the business contemplated by the Participation Agreement.


 


D.           Reports


 


INSURER
acknowledges that INVESCO may, from time to time, be called upon by the Fund’s Board of Trustees (“Board”),
to provide various types of information pertaining to the operations of the Fund and related matters, and that INVESCO also may,
from time to time, decide to provide such information to the Board in its own discretion. Accordingly, INSURER agrees to provide
INVESCO with such assistance as INVESCO may reasonably request so that INVESCO can report such information to the Fund’s
Board in a timely manner. INSURER acknowledges that such information and assistance shall be in addition to the information and
assistance required of INSURER pursuant to the Fund’s mixed and shared funding SEC exemptive order, described in the Participation
Agreement.


 


INSURER
further agrees to provide INVESCO with such assistance as INVESCO may reasonably request with respect to the preparation and submission
of reports and other documents pertaining to the Fund to appropriate regulatory bodies and third party reporting services.


 


E.            Fund-related Contract Owner Services


 


INSURER
agrees to print and distribute, in a timely manner, prospectuses, statements of additional information, supplements thereto, periodic
reports and any other materials of the Fund required by law or otherwise to be given to its shareholders, including, without limitation,
Contract owners investing in Portfolio shares, provided, that with respect to proxy materials, INSURER shall bear the expenses
associated with (i) text composition, printing, mailing, distributing, and tabulating proxy materials, including voting instruction
solicitation materials, sent to policy owners with respect to proxy solicitations related to the Account or related to matters
requested by INSURER and agreed to by the Fund, (ii) making typesetting and other customization changes to Fund proxy materials,
which changes are requested by INSURER and agreed to by the Fund, and (iii) mailing and distributing Fund proxy materials. INSURER
further agrees to provide telephonic support for Contract owners, including, without limitation, advice with respect to inquiries
about the Fund and each Portfolio thereof (not including information about performance or related to sales), communicating with
Contract owners about Fund (and Separate Account) performance, and assisting with proxy solicitations, specifically with respect
to soliciting voting instructions from Contract owners.



 






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F.            Miscellaneous
Services




 


INSURER
shall provide such other administrative support to the Fund as mutually agreed between INSURER and INVESCO or the Fund from time
to time. INSURER shall, from time to time, relieve the Fund of other usual or incidental administration services of the type ordinarily
borne by mutual funds that offer shares to individual members of the general public.






 






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