Exhibit l.(4)
MEMBERS MUTUAL FUNDS
SUBSCRIPTION AGREEMENT
MEMBERS MUTUAL FUNDS, a statutory trust organized under the laws of the
State of Delaware (the "Trust"), and CUNA MUTUAL INSURANCE SOCIETY ("CMIS"), an
insurance company organized under the laws of the State of Wisconsin, agree as
follows:
1. OFFER AND PURCHASE.
The Trust offers to CMIS, and CMIS agrees to purchase $100,000 of Class C
shares (the "Shares") of each of the Aggressive Allocation Portfolio, Moderate
Allocation Portfolio and Conservative Allocation Portfolio, each a series of the
Trust. CMIS acknowledges receipt from the Trust of the Shares and the Trust
acknowledges receipt from CMIS of an aggregate of $300,000 in full payment for
the Shares.
2. REPRESENTATION BY CMIS.
CMIS represents and warrants to the Trust that the Shares are being
acquired for investment purposes and not with a view to resale or further
distribution.
3. LIMITATION OF LIABILITY.
The Trust and CMIS agree that the obligations of the Trust under this
Agreement will not be binding upon any of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the Trust,
individually, but are binding only upon the assets and property of the Trust.
The execution and delivery of this Agreement has been authorized by the Trustees
of the Trust, and signed by an authorized officer of the Trust, acting as such,
and neither the authorization by the Trustees nor the execution and delivery by
the officer will be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but will bind only the trust
property of the Trust. No series of the Trust will be liable for any claims
against any other series.
4. NO RIGHT OF ASSIGNMENT.
CMIS's right under this Agreement to purchase the Shares is not assignable.
5. DATES.
This Agreement will become effective as of the date the Trust's next
Registration Statement on Form N-1A relating to the Aggressive Allocation Fund,
Conservative Allocation Fund and Moderate Allocation Fund becomes effective.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the 17 day of December, 2008.
MEMBERS MUTUAL FUNDS
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
MEMBERS CAPITAL ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
