Investment Company Act of 1940 — Section 12(d)(1)(A), 12(d)(1)(B) and 15(a)
Madison Asset Management, LLC, et al.

June 30, 2009

Your letter of June 29, 2009 requests our assurance that we would not recommend that the Commission take any enforcement action under sections 12(d)(1)(A) and (B), 15(a), and 17(a) of the Investment Company Act of 1940 ("Act") and rule 18f-2 under the Act if Madison Asset Management, LLC ("Madison"), MEMBERS Mutual Funds and Ultra Series Fund (together with MEMBERS Mutual Funds, the "Funds") rely on two exemptive orders issued to MEMBERS Capital Advisors, Inc. ("MCA") (formerly, CIMCO, Inc.) and the Funds, as described below.

You state that on April 15, 2009, MCA entered into an agreement with Madison, pursuant to which MCA agreed to transfer its investment company management business to Madison (the "Transfer"). You anticipate that the Transfer will be consummated after the close of business on June 30, 2009. You state that Madison will commence serving as investment adviser to the Funds as of the effective date of the Transfer.

The Commission by order exempted MCA and the Funds: (1) from section 15(a) of the Act and rule 18f-2 under the Act, permitting the Funds to enter into and materially amend subadvisory contracts without obtaining shareholder approval¹ and (2) from sections 12(d)(1)(A) and (B) and 17(a) of the Act, permitting the Funds to acquire shares of registered open-end management investment companies and unit investment trusts both within and outside the same group of investment companies.² (These orders are collectively referred to in this letter as the "Existing Orders.")

Madison and the Funds recently filed two applications with the Commission in which they request exemptive orders that would continue the relief previously granted in the Existing Orders ("Requested Orders").

You state that the Funds and Madison propose to rely on the Existing Orders pending receipt of the Requested Orders. You further state that Madison will comply with the terms and conditions of the Existing Orders imposed on MCA as though such terms and conditions were imposed directly on Madison. You also state that the Funds will rely on each Requested Order when it is granted, rather than continuing to rely on the respective Existing Order.

Based on the facts and representations made in your letter, we would not recommend enforcement action to the Commission under sections 12(d)(1)(A) and (B), 15(a), and 17(a) of Act and rule 18f-2 under the Act if Madison and the Funds rely on the Existing Orders until the earlier of the issuance by the Commission of the Requested Orders, or six months from the date of this letter.

This response expresses the Division's position on enforcement action only, and does not purport to express any legal conclusions on the questions presented. Facts or conditions different from those presented in your letter might require a different conclusion. In addition, this letter provides no assurance that the Commission will grant the Requested Orders, or that the Division will not comment upon or seek modification of any application for the Requested Orders.

Endnotes

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¹ MEMBERS Mutual Funds and CIMCO, Inc., Investment Company Act Release Nos. 23365 (July 29, 1998) (notice) and 23400 (Aug. 25, 1998) (order).

² MEMBERS Mutual Funds, et al., Investment Company Act Release Nos. 27598 (Dec. 13, 2006) (notice) and 27657 (Jan. 09, 2007) (order).

Incoming Letter

The Incoming Letter is in Acrobat format.