AMENDMENT
To
AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
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.
WITNESSETH:
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WHEREAS, Trust, Distributor and Life Company are parties to that certain
Amended and Restated Fund Participation Agreement dated as of June 30, 2009
("Agreement");
WHEREAS, pursuant to that Agreement, Madison Asset Management, LLC ("MAM")
replaced MEMBERS Capital Advisors, Inc. as the investment advisor to the Trust;
and
WHEREAS, as a result thereof, MAM filed with the Securities and Exchange
Commission ("SEC") an application seeking exemptive relief from certain
provisions of the federal securities laws relating to investments by the Trust
in other investment companies; and
WHEREAS, in connection therewith, the SEC has requested that certain
provisions be added to the Agreement, which the parties desire to effect through
this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the promises and
the mutual agreements herein set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Amendment. Life Company agrees to certify to the Trust at least annually
upon request of the Trust that the aggregate of all fees and charges associated
with each contract that invests, through a registered separate account of the
Life Company, in a series of the Trust that is managed in accordance with the
Trust's fund-of-funds exemptive order, including fees and charges at the
separate account, series, and underlying fund levels, are reasonable in relation
to the services rendered, the expenses expected to be incurred, and the risks
assumed by Life Company.
2. Continuation of Agreement. Subject to Section 1 hereof, all terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first written above.
MOSAIC FUNDS DISTRIBUTOR, LLC ULTRA SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: General Counsel and Chief Title: General Counsel and Chief
Legal Officer Legal Officer
CUNA MUTUAL INSURANCE SOCIETY
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Title: Vice President