0000310407-09-000125 Sample Contracts

ULTRA SERIES FUND AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 9th, 2009 • Ultra Series Fund • Massachusetts

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”) is made effective as of this 1st day of November, 2009, by and between Ultra Series Fund, a business trust organized and existing under the laws of the Commonwealth of Massachusetts (the “Fund”), and Madison Asset Management LLC (the “Manager”), a limited liability corporation organized and existing under the laws of the state of Wisconsin.

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INVESTMENT SUB-ADVISORY AGREEMENT Lazard Asset Management
Investment Sub-Advisory Agreement • October 9th, 2009 • Ultra Series Fund

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective the 1st day of July, 2009, by and between Madison Asset Management, LLC, a Wisconsin limited liability corporation (the “Adviser”), and Lazard Asset Management, a subsidiary of Lazard Freres & Co. LLC, a New York limited liability company (the “Sub-Adviser”).

Small Cap Value Fund
Sub-Advisory Agreement • October 9th, 2009 • Ultra Series Fund

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the 1st day of July, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 9th, 2009 • Ultra Series Fund • New York

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the 1st day of July, 2009, by and between Madison Asset Management, LLC, a Wisconsin limited liability corporation (“MAM” or the “Adviser”), and Shenkman Capital Management, Inc., a New York corporation (the “Sub-Adviser”). Adviser and Sub-Adviser agree as follows:

CONSENT TO ASSIGNMENT AND AMENDMENT
Assignment And • October 9th, 2009 • Ultra Series Fund

THIS CONSENT TO ASSIGNMENT AND AMENDMENT (“Consent”) is dated as of June 30, 2009 by and between CUNA Brokerage Services, Inc. (“Assignor”), CUNA Mutual Insurance Society (“CMIS”), Ultra Series Fund (“USF”) and Mosaic Funds Distributor, LLC (“Assignee”).

AMENDMENT To AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 9th, 2009 • Ultra Series Fund

THIS AMENDMENT TO AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT (“Amendment”) is dated as of September 8, 2009 by and between Ultra Series Fund (“Trust”) a Massachusetts business trust, Mosaic Funds Distributor, LLC (“Distributor”), a Wisconsin limited liability company, and cuna mutual insurance society (“Life Company”), a life insurance company organized under the laws of the State of Iowa.

Limited Services Agreement
Limited Services Agreement • October 9th, 2009 • Ultra Series Fund

This Agreement is made by and between MADISON ASSET MANAGEMENT, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin ("MAM"), and the ULTRA SERIES FUND, a Massachusetts business trust (the "Trust"). The parties hereto, intending so to be legally bound, agree with each other as follows:

TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
Transfer and Dividend Disbursing Agent Agreement • October 9th, 2009 • Ultra Series Fund • Wisconsin

THIS AGREEMENT is made and entered into on this 1st day of July, 2009, between Madison Asset Management, LLC (“MAM”), on behalf of each of the Ultra Series Fund (“Trust”) and its series (“Funds”), and CUNA Mutual Insurance Society (“CUNA Mutual”).

Contract
Ultra Series Fund • October 9th, 2009

May 19, 2009 State Street Bank and Trust Company One Federal Street Boston, MA 02110 Attn: Fund Administration Department RE: Assignment of Services Agreement Dear Sir or Madam: On October 1, 2001, State Street Bank and Trust Company (“State Street”) entered into that certain Services Agreement, as amended from time to time (the “Agreement”) with Members Capital Advisors, Inc. (“MCA”) to furnish certain services to the Ultra Series Fund (the “Trust”). On April 15, 2009, Madison Asset Management, LLC (“MAM”), entered into an agreement with MCA to acquire MCA’s investment advisory assets and, pending approval of the Trust’s shareholders, assuming its role as investment adviser to the Trust (the “Transaction”). Section 14 of the Agreement provides that it shall not be assigned by either party without prior consent in writing of the other party. This letter is intended to document (1) the assignment by MCA of the rights and obligations under the Agreement to MAM effective

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 9th, 2009 • Ultra Series Fund • New York

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement effective the 1st day of July, 2009, by and between Madison Asset Management, LLC, a Wisconsin limited liability corporation (the “Adviser”), and Mondrian Investment Partners Limited (the “Sub-Adviser”).

FIRST AMENDMENT
Ultra Series Fund • October 9th, 2009

The Information Sharing Agreement by and between CUNA Mutual Insurance Society, with respect to its qualified pension plans, and the Ultra Series Fund dated September 22, 2008 (“Agreement”) is hereby amended as of June 30, 2009 as follows: Preliminary Statement No. 1 is deleted and replaced with the following:

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