Amendment No. 5 to Administrative and Investment Services Agreement



 Exhibit 10.7.6 
 AMENDMENT NO. 5 
 TO 
 ADMINISTRATIVE AND INVESTMENT SERVICES AGREEMENT 
 between 
 State Street Bank and Trust Company 
 and the 
 ABA Retirement Funds 
 WHEREAS, State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), and the ABA Retirement Funds (formerly called the “American Bar Retirement Association”), an
Illinois not-for-profit corporation (“ARF”) have heretofore entered into an Administrative and Investment Services Agreement (As Amended and Restated), dated November 18, 2002 (the “AISA Agreement”); 
 WHEREAS, Section 16.07 of the AISA Agreement provides that it can be amended by written agreement between State Street and ARF; and

 WHEREAS, State Street and ARF desire to amend the AISA Agreement to provide for a change in State Street’s fees in respect of
the offering of additional investment options and advisory services under The Collective Trust (as defined therein) and in certain other respects. 
 NOW, THEREFORE, in consideration of the mutual promises set forth below and other good and valuable consideration the receipt of which is hereby acknowledged, effective August 1, 2006 unless otherwise stated, State Street and
ARF hereby agree as follows: 
 1. The first sentence of Section 13.01 is amended in its entirety to read as follows: 
 “State Street shall be compensated under the Program by payment of the program expense fee and the trust, management and
administration fee and a retirement date funds management fee in accordance with the terms contained in Appendix C thereto.” 
 2. The
third sentence of Section 13.01 is amended by inserting the words “other than management of the retirement date funds described in the Prospectus” immediately before the end thereof. 
 3. Section 13.01 is further amended by adding the following sentence immediately after the third sentence thereof: “The Retirement Date Funds
management fee shall be in consideration of State Street’s management of the Retirement Date Funds described in the Prospectus.” 
 4. Effective May 1, 2006, the Program Expense Fee described in Section I of Appendix C shall be increased by (i) $75,000 for the period beginning on May 1, 2006 (or such later date when the Participant Advisor Service
described in the Prospectus is made available to Investors) and ending on December 31, 2006, and (ii) $400,000 for the period beginning on August 1, 2006 (or such later date when the Retirement Date Funds described in the Prospectus
are made available to Investors) and ending on December 31, 2006. 







 5. Appendix C is further amended by substituting the following new schedule for the schedule contained in
Section II (captioned “Trust, Management and Administration Fee”): 
  

				
	 “First $1 Billion
	  	.217	%
	 Next $1.8 Billion
	  	.067	%
	 Over $2.8 Billion
	  	.029	%”

 6. Appendix C is further amended by adding the following new Section III at the end thereof:

 III. Retirement Date Funds Management Fee 
 “(a) The Retirement Date Fund Management Fee shall be .10% as applied to the aggregate value of assets held by the Funds described in Section 2.01 and designated in the Prospectus as the “Retirement
Date Funds. 
 (b) As of the first day of each month, State Street shall convert the amount of Fee payable for such month into
a daily asset charge. Such daily charge shall be accrued each day as a charge against all assets in the Retirement Date Funds. Such accrued daily charges shall be paid to State Street at the end of each month.” 
 IN WITNESS WHEREOF, the parties have caused this instrument to be executed by their duly authorized officers on this 13th day of April, 2006. 

 

			
	STATE STREET BANK AND TRUST COMPANY
		
	By:	 	/s/ Beth M. Halberstadt
	Title:	 	Vice President
	
	ABA RETIREMENT FUNDS
		
	By:	 	/s/ Donald Schiller
	Title:	 	President


  

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