Exhibit(d)(3)(b)
AMENDMENT NO. 4
MANAGEMENT AGREEMENT
Effective May 1, 2007, pursuant to adoption by the Board of Trustees on
March 1, 2007, the following amendments are made to the Ultra Series Fund
Management Agreement dated February 5, 1997.
1. Paragraph No. 1 of the Recitals section of the Management Agreement is
amended to read as follows:
"1. The fund is a series-type, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the 0000
Xxx) that currently consists of thirteen investment portfolios (each, a
Series) designated as Money Market, Bond, Diversified Income Fund, High
Income, Large Cap Value, Mid Cap Value, Large Cap Growth, Mid Cap Growth,
International Stock, Global Securities, Conservative Allocation, Moderate
Allocation, Aggressive Allocation, Small Cap Value and Small Cap Growth
Funds, each such Series having its own investment objective;"
2. Article III entitled Compensation of the Manager is amended to add the
following annual rate to the current list of rates:
"Small Cap Value Fund 1.10%"
"Small Cap Growth Fund 1.10%"
ULTRA SERIES FUND
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
ATTEST:
/s/ Xxxxx X. Xxxxxx
-------------------------------------
MEMBERS CAPITAL ADVISORS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
ATTEST:
/s/ Xxxxx X. Xxxxxx
-------------------------------------
