0000310407-09-000118 Sample Contracts

Small Cap Value Fund
Investment Sub-Advisory Agreement • September 30th, 2009 • Members Mutual Funds

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the ___ day of _____________, 2009, by and between Madison Asset Management, LLC, a Wisconsin limited liability corporation (the “Adviser”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Sub-Adviser”).

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 30th, 2009 • Members Mutual Funds • Delaware

This Agreement and Plan of Reorganization (the “Agreement”) is made as of September 29, 2009, and has been adopted by the Board of Trustees of MEMBERS MUTUAL FUNDS (the “Trust”), a Delaware business trust, to provide for the reorganization of the Small Cap Growth Fund (the “Acquired Fund”) into the Small Cap Value Fund (the “Acquiring Fund”), each a series of the Trust.

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