Exhibit (d)(15)
(WELLINGTON MANAGEMENT(R) LOGO)
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx
Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
February 28, 2006
MEMBERS Capital Advisors, Inc.
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Re: MEMBERS Mutual Funds Investment Sub-Advisory Agreement
This letter will serve to amend the Investment Sub-Advisory Agreement dated May
1, 2002, (the "Sub-Advisory Agreement") by and between Wellington Management
Company, LLP and MEMBERS Capital Advisors, Inc.
Section 1 of the agreement is amended to delete the reference to Multi-Cap
Growth Fund and replace it with Mid-Cap Growth Fund.
Section 9 of the agreement is deleted in its entirety and replaced with the
following: For the services rendered, the facilities furnished and the expenses
assumed by Sub-Adviser, Adviser shall pay Sub-Adviser at the end of each month,
a fee based on the average daily net assets of the Sub-Portfolio at the annual
rate of 0.50%. Sub-Adviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purposes of accruing
compensation, the net assets of the Sub-Portfolio shall be determined in the
manner and on the dates set forth in the current prospectus of the Fund, and, on
days on which the net assets are not so determined, the net asset value
computation to be used shall be as determined on the next day on which the net
assets shall have been determined. In the event of termination of this
Agreement, all compensation due through the date of termination will be
calculated on a pro-rated basis through the date of termination and paid within
thirty business days of the date of termination. During any period when the
determination of net asset value is suspended, the net asset value of the
Sub-Portfolio as of the last business day prior to such suspension shall for
this purpose be deemed to be the net asset value at the close of each succeeding
business day until it is again determined.
Effective January 1, 2007, the minimum annual fee shall be $1,250,000.00. For
purposes of calculating this minimum fee, the revenues generated from the
Sub-Portfolio shall be aggregated with the revenues generated from any other
affiliated accounts of the Adviser managed by the Sub-Adviser in a similar
investment mandate (together, the "Aggregated Assets"). The minimum fee shall be
prorated back to the Sub-Portfolio and other affiliated accounts accordingly.
February 28, 2006
Page 2
All remaining terms and provisions of the Sub-Advisory Agreement shall remain in
full force and effect.
If you agree to and accept the terms of this letter, please so indicate by
signing, dating and returning one of the enclosed copies of this letter to Katy
X. Xxxxx. If you have any questions with respect to this letter please do not
hesitate to contact Xx. Xxxxx at (000) 000-0000.
Wellington Management Company, LLP
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
MEMBERS Capital Advisors, Inc.
By: /s/ XXXXXXXX X. XXXXXXXXX
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Name: XXXXXXXX X. XXXXXXXXX
Title: SENIOR VICE PRESIDENT
