Exhibit (l)(7)
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 LIFE INSURANCE COMPANY ("CUNA
MUTUAL"), an insurance company organized under the laws of the State of
Wisconsin, agree as follows:
1. OFFER AND PURCHASE.
The Trust offers to CUNA Mutual, and CUNA Mutual agrees to purchase 500,000
Shares ($10 per share) of each of the Small Cap Value Fund and Small Cap Growth
Fund, each a series of the Trust, to be allocated among any and all of the share
classes in existence.
CUNA Mutual acknowledges receipt from the Trust of the Shares and the Trust
acknowledges receipt from CUNA Mutual of an aggregate of $5,000,000 in full
payment for the Shares.
2. REPRESENTATION BY CUNA MUTUAL.
CUNA Mutual 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 CUNA Mutual 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.
CUNA Mutual's right under this Agreement to purchase the Shares is not
assignable.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the 30 day of November, 2006.
MEMBERS MUTUAL FUNDS CUNA MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: Executive Vice President & CFO
