0000310407-09-000127 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT Lazard Asset Management
Investment Sub-Advisory Agreement • October 9th, 2009 • Members Mutual Funds • Wisconsin

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 Lazard Asset Management, a subsidiary of Lazard Freres & Co. LLC, a New York limited liability company (the “Sub-Adviser”).

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Small Cap Growth Fund
Investment Sub-Advisory Agreement • October 9th, 2009 • Members Mutual Funds

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 Paradigm Asset Management Co., LLC, a Delaware limited liability partnership (the “Sub-Adviser”).

Amended and Restated Investment Advisory Agreement
Investment Advisory Agreement • October 9th, 2009 • Members Mutual Funds

This Agreement is made as of this 1st day of November, 2009, by and between Madison Asset Management, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (the "Advisor"), and MEMBERS Mutual Funds Trust, a Delaware business trust created pursuant to a Declaration of Trust (the "Trust").

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 9th, 2009 • Members Mutual Funds • 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”).

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