Exhibit (e)(1)(b)
AMENDMENT
TO
DISTRIBUTION AGREEMENT
THIS AMENDMENT to the Distribution Agreement, effective as of October 1,
2003 (this "Amendment"), is by and between MEMBERS Mutual Funds, a business
trust organized and existing under the laws of the state of Delaware (the
"Trust"), and CUNA Brokerage Services, Inc., a Wisconsin corporation (the
"Distributor").
RECITALS
A. The Trust and the Distributor are parties to that certain Distribution
Agreement executed as of October 1, 1997 (the "Agreement"). Capitalized terms
used in this Amendment and not otherwise defined herein will have the meanings
set forth in the Agreement.
B. The parties wish to modify the Agreement and make certain mutually
agreeable changes, all provided in this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, including the mutual
covenants contained in this Amendment, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto intending to be legally bound hereby
agree as follows:
1. Upon request, the Distributor shall provide to the Trust a copy of its
anti-money laundering compliance program, and maintain and enforce such program
that includes policies, procedures and controls reasonably designed to ensure
the Distributor's compliance with its responsibilities under all applicable
laws, rules, requirements and regulations. The Distributor shall perform
periodic audits to verify compliance with its anti-money laundering compliance
program. Further, the Distributor will conduct anti-money laundering compliance
training programs.
2. The Distributor agrees that it will abide by the applicable anti-money
laundering procedures of the Trust.
3. The Distributor agrees to comply with the requirements of Section 326 of the
USA PATRIOT Act of 2001 (the "Act") on behalf of the Trust using the
Distributor's customer identification program for the customers of the
Distributor for which it sells shares of the Trust.
4. Upon request, the Distributor will provide an annual certification to the
Trust's Board of Trustees (the "Board") that the Distributor is operating in
compliance with its anti-money laundering program, including its customer
identification program, and the Trust's program, and all applicable laws, rules,
requirements and regulations.
5. Upon request by the Trust's Anti-Money Laundering Compliance Officer
("AMLCO"), the Distributor will make available information relating to the
identity and business of each broker-dealer firm that engages in the sales of
shares of the Trust's mutual funds. The Distributor shall immediately notify the
Board if it receives information that any broker-dealer firm is not in
compliance with the Act.
6. In accordance with applicable law, rule or regulation, the Distributor hereby
consents to permit examiners from the Securities and Exchange Commission (the
"SEC") to obtain information and records from the Distributor related to the
Trust's anti-money laundering compliance program, and to inspect the Distributor
for the purpose of examining the Trust's compliance with the Act, Bank Secrecy
Act ("BSA") and applicable laws, rules, requirements and regulations.
7. Selling agreements between the Distributor and broker-dealer firms shall
include provisions requiring each broker-dealer firm to: 1) comply with the Act
and the Distributor's anti-money laundering compliance program, policies and
procedures; 2) confirm a customer's identity and the source of the funds
involved in the purchase of shares of the mutual funds to the extent required by
the Act and any laws, rules, requirements, regulations or regulatory guidance
thereunder; and 3) report to the Trust's AMLCO, to the extent permitted by
applicable law, including Section 314(b) of the Act, any suspicious activity
involving the purchase of shares of the Trust.
8. Except as amended by this Amendment, the Agreement will be and remain in full
force and effect in accordance with its terms. This Amendment may be executed in
one or more counterparts, each of which will be deemed to be an original copy of
this Amendment and all of which, when taken together, will be deemed to
constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement as of the date first set forth above by their duly
authorized representatives below
The Trust: MEMBERS MUTUAL FUNDS
By: /s/ XXXXXXXX X. XXXXXXXXX
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Name: XXXXXXXX X. XXXXXXXXX
Title: PRESIDENT
The Distributor: CUNA Brokerage Services, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: VP - CCO