SECOND AMENDMENT TO SERVICES AGREEMENT
THIS SECOND AMENDMENT TO SERVICES AGREEMENT (the "Amendment") is made
and entered into as of July 1, 2008 by and among MEMBERS CAPITAL ADVISORS,
INC. ("Client"), an Iowa corporation, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company ("State Street").
WITNESSETH:
WHEREAS, Client and State Street are parties to that certain Services
Agreement dated as of October 1,2001; and
WHEREAS, Client 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, Client and State Street hereby
agree that the Agreement is amended and supplemented as follows:
1. Schedule A shall be replaced in its entirety by the Schedule A dated
October 1, 2007 attached hereto and incorporated herein by this
reference.
2. Schedule B shall be replaced in its entirety by the Schedule B dated
July 1, 2008 attached hereto and incorporated herein by this
reference.
3. 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
By: /s/ Xxxx Xxxxxxxxx
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Name, Title: Xxxx Xxxxxxxxx, SVP
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MEMBERS CAPITAL ADVISORS, INC.
By: /s/ Xxxx Xxxxxxxx
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Name, Title: Xxxx Xxxxxxxx VP Finance
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SCHEDULE A
(AS AMENDED ON OCTOBER 1, 2007)
Ultra Series Funds:
Money Market Fund
Bond Fund
Diversified Income Fund (f/k/a Balanced Fund)
Large Cap Value Fund
Large Cap Growth Fund
International Stock Fund
High Income Fund
Mid Cap Growth Fund
Mid Cap Value Fund
Global Securities Fund
Conservative Allocation Fund
Moderate Allocation Fund
Aggressive Allocation Fund
Small Cap Growth Fund
Small Cap Value Fund
Target Retirement 2020 Fund
Target Retirement 2030 Fund
Target Retirement 2040 Fund
SCHEDULE B
(AS AMENDED ON JULY 1, 0000)
Xxxxx Xxxxxx shall provide the following services, in each case, subject to the
control, supervision and direction of the Client and the review and comment by
the independent accountants and legal counsel of Ultra Series Fund (the "Trust")
and in accordance with procedures which may be established from time to time
between the Client and State Street:
a. Prepare the Trust's semi-annual and annual reports;
b. Prepare for review by an officer of and legal counsel for the
Trust the Trust's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form N-SAR
and financial information required by Form N-1A and such other
reports, forms or filings as may be mutually agreed upon;
c. Prepare reports relating to the business and affairs of the Trust
as may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or
independent accountants;
d. Prepare for inclusion in amendments to the Trust's registration
statement certain numerical presentations that may be required by
law to the extent State Street has the appropriate information at
its disposal;
e. Prepare the Trust's SEC Rule 24f-2 notices;
f. Oversee audit processes; coordinate audit schedule request list
and provide reports, schedules and documentation as required;
facilitate and respond to auditor questions and inquiries, and
serve as liaison between auditors and all outside parties;
g. Prepare external surveys of Fund information on a periodic basis,
as required, but only to the extent the State Street has such
information as its disposal;
h. Calculate total returns/Fund performance for required reporting
periods, to be completed monthly no later than the second
business day following month end; and provide non-routine
performance information as mutually agreed upon provided that the
delivery of such information shall be on a best-efforts basis
depending on the complexity of the request;
i. Calculate monthly average net assets;
j. Serve as a resource for various issues related to accounting, tax,
compliance or other similar matters related to the Funds;
k. Review on a monthly basis proof packages prepared by State
Street's Fund Accounting;
l. Prepare the following schedules and documentation for presentation
to the Trust's Board of Trustees on a quarterly basis: bar graph
charts for Fund performance (benchmark indices used for comparison
are expected to be provided by the Client); performance summary
chart; portfolio composition charts for prior quarters; Fund
distributions reports on a per-share basis for agreed upon time
periods; and such other schedules and documentation as the parties
shall mutually agree upon;
m. Perform, on a next day basis, a review of net asset value per
share for each Fund, which includes a review of the components of
net asset value for reasonableness according to established
tolerance levels;
n. Oversee the maintenance by the Trust's custodian of certain books
and records of the Trust as required under Rule 31 a-1 (b) of the
1940 Act;
o. Prepare the Trust's federal, state and local income tax returns
for review by the Trust's independent accountants and filing by
the Trust's treasurer; and
p. Prepare and review expense calculations, submit for approval by
officers of the Trust and arrange for payment of the Trust's
expenses;
State Street shall provide the office facilities and the personnel required by
it to perform the services contemplated herein.
