EXHIBIT (h)(5)(i)
SECOND AMENDMENT TO INVESTMENT ACCOUNTING AGREEMENT
THIS SECOND AMENDMENT TO INVESTMENT ACCOUNTING AGREEMENT (the "Amendment")
is made effective as of November 5, 2004 by and among MEMBERS MUTUAL FUNDS and
various registered investment companies listed on Schedule A to the Agreement
(as hereinafter defined), as it may be amended from time to time (each a
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
("State Street").
WITNESSETH:
WHEREAS, Fund and State Street are parties to that certain Investment
Accounting Agreement dated as of October 28, 2000 and amended as of March 29,
2001 with an updated Schedule A (the "Agreement"); and
WHEREAS, Fund and State Street desire to amend and supplement the
Agreement upon the following terms and conditions.
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Fund and State Street hereby agree that the
Agreement is amended and supplemented as follows:
1. Section 7 is hereby amended to state in its entirety:
This agreement shall be effective as of October 28, 2000 and the initial
term of this Agreement is for a period of three (3) years following
October 28, 2000. Thereafter, this Agreement shall continue to be
effective until terminated by Fund or State Street upon written notice
delivered or mailed, postage prepaid, to the other party and received not
less than ninety (90) days prior to the date upon which such termination
will take effect. Upon termination hereof:
A. Fund will pay State Street its fees and compensation due hereunder
and its reimbursable disbursements, costs and expenses paid or
incurred to such date;
B. Fund will designate a successor which may be Fund by Instruction to
State Street; and
C. State Street will, upon payment of all sums due to State Street from
Fund hereunder or otherwise, deliver all accounts and records and
other properties of Fund to the successor, or, if none, to Fund, at
State Street's office.
In the event that accounts, records or other properties remain in the
possession of State Street after the date of termination hereof for any
reason other than State Street's failure to deliver the same, State Street
is entitled to compensation as provided in the then-current fee schedule
for its services during such period, and the provisions hereof relating to
the duties and obligations of State Street will remain in full force and
effect.
2. General Provisions. This Amendment will at all times and in all respects
be construed, interpreted, and governed by the laws of The Commonwealth of
Massachusetts, without giving effect to the conflict of laws provisions
thereof. This Amendment may be executed in any number of counterparts,
each constituting an original and all considered one and the same
agreement. This Amendment is intended to modify and amend the Agreement
and the terms of this Amendment and the Agreement are to be construed to
be cumulative and not exclusive of each other. Except as provided herein,
the Agreement is hereby ratified and confirmed and remains in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers to be effective as of the date first above
written.
STATE STREET BANK AND TRUST COMPANY MEMBERS MUTUAL FUNDS
By: /s/ Xxxxxxx X. Xxxxxxxx BY: /s/ [ILLEGIBLE]
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Name, Title: XXXXXXX X. XXXXXXXX Name, Title: [ILLEGIBLE]
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SENIOR VICE PRESIDENT
