Exhibit (h)(9)(iii)


 


AMENDMENT
1 TO FUND PARTICIPATION


AGREEMENT


 


MEMBERS
Life Insurance Company (“Insurance Company”), the Lazard Retirement Series, Inc., ( “Fund”), Lazard Asset
Management Securities LLC (“Lazard”), and CUNA Brokerage Services, Inc. (“Contract Distributor”) entered
into a certain participation agreement dated November 18, 2015 (“Participation Agreement”), as may be amended. This
Amendment (“Amendment”) to the Fund Participation Agreement is entered into as of January [    ], 2022, by and among
the Insurance Company, on its own behalf and on behalf of each separate account of the Insurance Company as set forth in the Participation
Agreement, as may be amended from time to time (individually and collectively the “Separate Accounts”), the Fund,
Lazard and the Contract Distributor (collectively, the “Parties”). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Participation Agreement (defined above).


 


RECITALS


 


WHEREAS,
pursuant to the Participation Agreement among the Parties, the Insurance Company invests in shares of certain of the portfolios
of the Fund (the “Portfolios”) as a funding vehicle for the Separate Accounts that issue variable annuity and/or life
insurance contracts (“Variable Contracts”) to persons that are registered owners of such Variable Contracts on the
books and records of the Insurance Company (“Contractholders”);


 


WHEREAS,
the Separate Accounts are registered as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940
Act”);


 


WHEREAS,
the Insurance Company, on behalf of the Separate Accounts, has certain obligations pursuant to Rule 30e-2 under the 1940 Act to
deliver Fund shareholder reports to Contractholders, which obligations may be satisfied by compliance with Rule 30e-3 under the
1940 Act (“Rule 30e-3”);


 


WHEREAS,
the Insurance Company intends to comply with the requirements, terms and conditions of Rule 30e-3 in order to satisfy its obligation
to deliver Fund shareholder reports to Contractholders, including hosting the website of certain fund materials required by Rule
30e-3; and


 


WHEREAS,
Section 5(b)(2) of the Securities Act of 1933, as amended (the “1933 Act”) may require that a Statutory Prospectus
(as defined in Rule 498A under the 1933 Act; “Rule 498A”) for the Portfolios be delivered to Contractholders under
certain circumstances;


 


WHEREAS,
the Parties intend to meet any such Portfolio Statutory Prospectus delivery requirement by relying on (and complying with the
requirements, terms and conditions of) paragraph (j) of Rule 498A for “on-line” delivery;


 


WHEREAS,
paragraph (j) of Rule 498A requires, inter alia, that some of the Fund Documents (defined below) be posted and maintained
on a website specified on the cover page of the Summary Prospectus for the Variable Contracts, and the Insurance Company intends
to host said website; and


 


WHEREAS,
the Insurance Company cannot host such website in compliance with Rules 30e-3 and 498A unless the Fund prepares and provides the
Fund Documents that are specified in Rules 30e-3 and 498A;


 



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NOW,
THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Insurance
Company, the Fund, and Lazard hereby agree to supplement and amend the Participation Agreement as follows:


 


		1.	Provision
of Fund Documents; Website Posting.



 


		(a)	Fund
                                         Documents. The Fund (and Lazard) is (are) responsible for preparing and providing
                                         the following “Fund Documents,” as specified in paragraph (b)(1) of Rule
                                         30e-3 and paragraph (j)(l)(iii) of Rule 498A:



 


		(i)	Summary
                                         Prospectus for the Portfolios;



 


		(ii)	Statutory
                                         Prospectus for the Portfolios;



 


		(iii)	Statement
                                         of Additional Information (“SAI”) for the Portfolios; and



 


		(iv)	Most
                                         Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-l under the 1940
                                         Act) for the Portfolios (together, the “Shareholder Reports”) (referred
                                         to in Rule 30e-3 as the “Current” and “Prior” Report to Shareholders).



 


		(v)	Complete
                                         Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments;
                                         and



 


		(vi)	Portfolio
                                         Holdings For Most Recent First and Third Fiscal Quarters (together with the complete
                                         portfolio holdings specified in (v) above, the “Portfolio Holdings”).



 


		(b)	Deadline
                                         for Providing, and Currentness of, Fund Documents.



 


		(i)	The
                                         Fund and Lazard shall provide or make available the Summary Prospectus, Statutory Prospectus,
                                         and SAI for the Portfolios to the Insurance Company (or its designee) on a timely basis
                                         (to facilitate the required website posting) and provide updated versions as necessary,
                                         in order to facilitate a continuous offering of the Portfolio Insurance Company’s
                                         securities and the Variable Contracts.



 


		(ii)	The
                                         Fund and Lazard shall provide or make available the Shareholder Reports and Portfolio
                                         Holdings on a timely basis (to facilitate the required website posting) but no later
                                         than 7 business days before the date each time that the Shareholder Reports and Portfolio
                                         Holdings are required to be posted by Rule 30e-3.



 






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		(c)	Format
                                         of Fund Documents. The Fund and Lazard shall provide or make available the Fund Documents
                                         to the Insurance Company (or its designee) in an electronic format that is suitable for
                                         website posting, and in a format, or formats, that:



 


		(i)	are
                                         both human-readable and capable of being printed on paper in human- readable format (in
                                         accordance with paragraph (b)(3) of Rule 30e-3 and paragraph (h)(2)(i) of Rule 498A);
                                         and



 


		(ii)	permit
                                         persons accessing the Statutory Prospectus and SAI to move directly back and forth between
                                         each section heading in a table of contents of such document and the section of the document
                                         referenced in that section heading (that is, these documents must include linking,
                                         in accordance with paragraph (h)(2)(H) of Rule 498A); and



 


		(iii)	permit
                                         persons accessing the Fund Documents to permanently retain, free of charge, an electronic
                                         version of such materials that meet the requirements of subparagraphs (h)(2)(i) and (ii)
                                         of Rule 498A (in accordance with paragraph (h)(3) of Rule 498A).



 


		(d)	Website
                                         Hosting. The Insurance Company shall host and maintain the website specified in paragraph
                                         (j)(l)(iii) of Rule 498A, so that the Fund Documents are publicly accessible, free of
                                         charge, at that website, in accordance with the conditions set forth in that paragraph,
                                         provided that the Fund and Lazard fulfill their obligations under this Amendment.



 


		(e)	Use
                                         of Summary Prospectuses. The Insurance Company shall ensure that an Summary Prospectus
                                         is used for the Portfolios, in accordance with paragraph (j)(l)(ii) of Rule 498A.



 


		(f)	Website
                                         Hosting and Notice Fee (Expense Allocation). The Fund and Lazard shall bear their
                                         proportional cost of (i) posting and maintaining the Fund Documents on the website hosted
                                         by the Insurance Company and (ii) preparing and mailing notices as required by paragraph
                                         (c) of Rule 30e-3 of the availability of certain Fund Documents to Contractholders. The
                                         Fund’s proportional cost is equal to the quotient of (a) divided by (b) multiplied
                                         by (c) where (a) is the total hosting and mailing expenses incurred by Insurance Company
                                         for all funds offered in its Separate Accounts, (b) is the total number of funds available
                                         across the Insurance Company’s Separate Accounts and (c) is the number of funds
                                         available across the Insurance Company’s Separate Accounts that are part of the
                                         Fund’s family (the “Website Hosting and Notice Fee”). The Insurance
                                         Company shall send the Fund and/or Lazard an invoice for the Website Hosting and Notice
                                         Fee on a quarterly basis and the Fund and/or Lazard shall pay the Website Hosting and
                                         Notice Fee to the Insurance Company within 15 business days after receipt of the invoice.
                                         From time to time, the Parties shall review the Website Hosting and Notice Fee to determine
                                         whether it reasonably approximates the Insurance Company’s incurred and anticipated
                                         costs of posting and maintaining the Fund’s Required Materials on the website hosted
                                         by the Insurance Company and preparing and mailing notices of the availability of the
                                         Fund’s Reports to Contractholders. The Parties agree to negotiate in good faith
                                         any change to the Website Hosting and Notice Fee proposed by a Party in good faith.



 






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		2.	Content
                                         of Fund Documents. The Fund and Lazard shall be responsible for the content and substance
                                         of the Fund Documents as provided to the Insurance Company, including, but not limited
                                         to, the accuracy and completeness of the Fund Documents. Without limiting the generality
                                         of the foregoing in any manner, the Fund and Lazard shall be responsible for ensuring
                                         that the Fund Documents as provided to the Insurance Company:



 


		(a)	Meet
                                         the applicable standards of the 1933 Act, the Securities Exchange Act of 1934, as amended;
                                         the 1940 Act; and all rules and regulations under those Acts; and



 


		(b)	Do
                                         not contain any untrue statement of a material fact or omit to state a material fact
                                         necessary in order to make the statements made, in light of the circumstances under which
                                         they are made, not misleading.



 


		3.	Provision
                                         of Fund Documents for Paper Delivery. The Fund and Lazard shall:



 


		(a)	At
                                         their expense, as the Insurance Company may reasonably request from time to time, provide
                                         the Insurance Company with sufficient paper copies of the then current Fund Documents,
                                         so that the Insurance Company may maintain a supply of such current paper documents sufficient
                                         in its reasonable judgment to meet anticipated requests from Contractholders (see paragraphs
                                         (e) and (f) of Rule 30e-3 and paragraphs (i)(l) and (j)(3) of Rule 498A). Such Insurance
                                         Company requests shall be fulfilled reasonably promptly, but in no event more than 7
                                         business days after the request from the Insurance Company is received by either the
                                         Fund or Lazard.



 


		(b)	Alternatively,
                                         if requested by the Insurance Company in lieu thereof, the Fund or its designee shall
                                         provide such electronic or other documentation (including “camera ready”
                                         copies of the current Fund Documents as set in type, or at the request of the Insurance
                                         Company, a diskette in a form suitable to be sent to a financial printer), and such other
                                         assistance as is reasonably necessary to have the then current Fund Documents printed
                                         for distribution; the reasonable costs of providing the electronic documentation and
                                         of such printing to be borne by the Fund.



 


		4.	Portfolio
                                         Expense and Performance Data. The Fund shall provide such data regarding each Portfolio’s
                                         expense ratios and investment performance as the Insurance Company shall reasonably request,
                                         to facilitate the registration and sale of the Variable Contracts. Without limiting the
                                         generality. of the forgoing, the Fund shall provide the following Portfolio expense and
                                         performance data on a timely basis to facilitate the Insurance Company’s preparation
                                         of its annually updated registration statement for the Variable Contracts (and as otherwise
                                         reasonably requested by the Insurance Company), but in no event later than 75 calendar
                                         days after the close of each Portfolio’s fiscal year:



 


		(a)	the
                                         gross “Annual Portfolio Insurance Company Expenses” for each
                                         Portfolio calculated in accordance with Instruction 16 to Item 4 of Form N-4, and (ii)
                                         Instruction 4(a) to Item 4 of Form N-6); and



 


		(b)	the
                                         net “Annual Portfolio Insurance Company Expenses” (aka “Total
                                         Annual Fund Operating Expenses”) for each Portfolio calculated in accordance with
                                         Instruction 17 to Item 4 of Form N-4, and (ii) Instruction 4 to Item 17 of Form N-4,and
                                         (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form
                                         N- 6), and the period for which the expense reimbursements or fee waiver arrangement
                                         is expected to continue and whether it can be terminated by the Portfolio (or Fund);
                                         and



 






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		(c)	the
                                         “Average Annual Total Returns” for each Portfolio (before taxes) as calculated
                                         pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in
                                         accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item
                                         18 of Form N-6).



 


		5.	Construction
                                         of this Amendment; Participation Agreement.



 


		(a)	This
                                         Amendment shall be interpreted to be consistent with, and to facilitate compliance with
                                         and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j)
                                         thereof) under the 1933 Act and any interpretations of those Rules by the Securities
                                         and Exchange Commission, its staff, courts, or other appropriate legal authorities.



 


		(b)	To
                                         the extent the terms of this Amendment conflict with the terms of the Participation Agreement,
                                         the terms of this Amendment shall control; otherwise, and except as otherwise specifically
                                         set forth in this Amendment, the terms of the Participation Agreement shall continue
                                         to apply, and shall apply to the duties, responsibilities, rights and obligations of
                                         the Parties under and pursuant to this Amendment.



  


		6.	Termination.
                                         This Amendment shall terminate upon the earlier of:



 


		(a)	termination
                                         of the Participation Agreement; or



 


		(b)	60
                                         days written notice from any Party to the other Parties.



 


		7.	Indemnification.
                                         The Fund and Lazard specifically agree to indemnify and hold harmless the Insurance
                                         Company (and its officers, directors, and employees) from any and all liability, claim,
                                         loss, demand, damages, costs and expenses (including reasonable attorney’s fees)
                                         arising from or in connection with any claim or action of any type whatsoever brought
                                         against the Insurance Company (or its officers, directors, and employees) as a result
                                         of any failure or alleged failure by the Fund or Lazard to provide the Fund Documents
                                         in accordance with the terms of this Amendment or to fulfill their other duties and
                                         responsibilities under this Amendment or for any other breach of this Amendment.



 


The
Insurance Company and the Contract Distributor specifically agree to indemnify and hold harmless the Fund and Lazard (and its
officers, directors, and employees) from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable
attorneys’ fees) arising from or in connection with any claim or action of any type whatsoever brought against the Fund
or Lazard (or its officers, directors, and employees) as a result of any failure or alleged failure by the Insurance Company or
Contract Distributor to fulfill their duties and responsibilities under this Amendment or for any other breach of this Amendment.


 


This
indemnification shall be in addition to and not in lieu of the indemnification provided for in the Participation Agreement or
any other addendums or amendments thereto, but otherwise shall be subject to and in accordance with the terms and conditions of
the Participation Agreement.


 






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		8.	Counterparts
                                         and Delivery. This Amendment may be executed in two or more counterparts, each of
                                         which shall be an original and all of which together shall constitute one instrument.
                                         A signed copy of this Amendment delivered by facsimile or by emailing a copy in .pdf
                                         form shall be treated as an original and shall bind all Parties just as would the exchange
                                         of originally signed copies.



 


		9.	Joint
                                         and Several Liability. The responsibilities, obligations, duties and liabilities
                                         of the Fund and Lazard under this Amendment shall be joint and several.



 




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IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date, first above written.




 





	 	 	 	 	 
	MEMBERS
    LIFE INSURANCE COMPANY	 
	 	 
	By:	 	 
	Print
    Name: 	David Hanzuik	 
	Title: 	VP, Annuity Retirement Solutions	 
	 	 	 
	CUNA
    BROKERAGE SERVICES, INC.	 
	 	 
	By:	 	 
	Print
    Name: 	Rob
    Comfort	 
	Title: 	President CBSI	 
	 	 	 
	LAZARD
    RETIREMENT SERIES, INC.	 
	 	 
	By:	 	 
	Print
    Name: 	Nathan
    Paul	 
	Title:	President and CEO	 
	 	 	 
	LAZARD
    ASSET MANAGEMENT SECURITIES LLC	 
	 	 	 
	By:	 	 
	Print
    Name: 	Nathan
    Paul 	 
	Title:	CEO	 







 






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