N-14/A

As filed with the Securities and Exchange Commission on March 5, 2010

                                                    Registration No. 333-164840

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. __1__

POST-EFFECTIVE AMENDMENT NO.____

ULTRA SERIES FUND

(Exact Name of Registrant as Specified in Charter)

c/o Madison Asset Mangement, LLC

550 Science Drive, Madison, Wisconsin 53711

(Address of Principal Executive Offices)

(608) 274-0300

(Registrant's Telephone Number)

Pamela M. Krill

General Counsel and Chief Legal Officer

Madison Asset Management, LLC

550 Science Drive

Madison, Wisconsin 53711

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:  As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933.

No filing fee is due because the Registrant has previously registered an indefinite number of shares under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940.

Title of Securities Being Registered: Class I and Class II Shares of the International Stock Fund, the Mid Cap Value Fund and the Small Cap Value Fund, $0.01 par value per share, of the Registrant

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PART A

ULTRA SERIES FUND

550 Science Drive

Madison, Wisconsin 53711

800-670-3600

ON BEHALF OF:

Global Securities Fund

Mid Cap Growth Fund

Small Cap Growth Fund

March 12, 2010

Dear Policy Owner and/or Beneficial Owner:

I am writing to inform you of the upcoming joint special meeting of shareholders of the Global Securities Fund, the Mid Cap Growth Fund and the Small Cap Growth Fund, each a series of the Ultra Series Fund, to be held at 550 Science Drive, Madison, Wisconsin, on April 21, 2010, at 9:00 a.m., Central Time, or any adjournments or postponements thereof (the “Meeting”).  The Global Securities Fund, Mid Cap Growth Fund and Small Cap Growth Fund are collectively referred to herein as the “Merging Funds” and separately, as a “Merging Fund.”

As an owner of a variable annuity or variable life insurance policy issued by CUNA Mutual Insurance Society (“CUNA Mutual”), or another beneficial owner of one or more of the Merging Funds, you have the right to instruct CUNA Mutual how to vote the shares of the Merging Funds it holds under your policy with respect to the proposals described below.

The Board of Trustees of the Ultra Series Fund (the “Board”) recommends that the Merging Funds be combined with the funds identified below, each in a tax-free reorganization (each, a “Reorganization”).

Merging Fund	Acquiring Fund
Global Securities Fund, a series of the Ultra Series Fund	International Stock Fund, a series of the Ultra Series Fund
Mid Cap Growth Fund, a series of the Ultra Series Fund	Mid Cap Value Fund, a series of the Ultra Series Fund
Small Cap Growth Fund, a series of the Ultra Series Fund	Small Cap Value Fund, a series of the Ultra Series Fund

You are being asked to vote on a proposal to exchange the assets of your Merging Fund for shares of equal value of the respective Acquiring Fund. If the agreement and plan of reorganization applicable to your Merging Fund is approved by beneficial owners, and your policy remains invested in that Merging Fund through the closing of the Reorganization, your policy will be invested in shares of the Acquiring Fund listed next to that Merging Fund in the chart above.  Details of the Reorganization applicable to your Merging Fund, the voting process and the Meeting are set forth in the enclosed Prospectus/Proxy Statement. The Prospectus/Proxy Statement also compares the strategies, expenses and performance of each Merging Fund with those of the respective Acquiring Fund.

The Board (of which I am a part) believes that the Reorganizations offer you the opportunity to pursue your investment goals in a larger fund with a comparable or stronger performance history that may benefit from economies of scale over the long-term.  After careful consideration, the Board has unanimously approved the Reorganizations and believes the Reorganizations are in the best interests of the Merging Funds and you, as an owner of a policy invested in one or more of these funds. The Board of Trustees recommends that you provide voting instructions in favor of these proposals.

Your voting instructions are important. Whether or not you plan to attend the Meeting, please complete, sign and return <r></r>your voting instruction form as soon as possible so that your voting instructions may be counted. A postage-paid envelope is enclosed for this purpose. You may also provide voting instructions by Internet or telephone by following the instructions on the enclosed voting instruction form. Please provide your voting instructions as soon as possible.

Thank you for your prompt attention and participation.

Sincerely,

Katherine L. Frank

President

ULTRA SERIES FUND

550 Science Drive

Madison, Wisconsin 53711

800-670-3600

ON BEHALF OF:

Global Securities Fund

Mid Cap Growth Fund

Small Cap Growth Fund

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

to be held on April 21, 2010

To the Policy Owners and/or Beneficial Owners:

NOTICE IS HEREBY GIVEN that a Joint Special Meeting of Shareholders of the Global Securities Fund, the Mid Cap Growth Fund and the Small Cap Growth Fund, each a series of the Ultra Series Fund, will be held at 550 Science Drive, Madison, Wisconsin, on April 21, 2010, at 9:00 a.m., Central Time, as may be adjourned from time to time (the “Meeting”), for the purposes listed below:

For Shareholders of the Global Securities Fund

1.   To approve a proposed Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Global Securities Fund, a series of the Ultra Series Fund, to the International Stock Fund, a series of the Ultra Series Fund, in exchange for Class I and Class II shares of the International Stock Fund, and the distribution of these shares of the International Stock Fund to the holders of Global Securities Fund shares in liquidation and subsequent termination of the Global Securities Fund.

For Shareholders of the Mid Cap Growth Fund

2.   To approve a proposed Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Mid Cap Growth Fund, a series of the Ultra Series Fund, to the Mid Cap Value Fund, a series of the Ultra Series Fund, in exchange for Class I and Class II shares of the Mid Cap Value Fund, and the distribution of these shares of the Mid Cap Value Fund to the holders of Mid Cap Growth Fund shares in liquidation and subsequent termination of the Mid Cap Growth Fund.

For Shareholders of the Small Cap Growth Fund

3.   To approve a proposed Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Small Cap Growth Fund, a series of the Ultra Series Fund, to the Small Cap Value Fund, a series of the Ultra Series Fund, in exchange for Class I and Class II shares of the Small Cap Value Fund, and the distribution of these shares of the Small Cap Value Fund to the holders of Small Cap Growth Fund shares in liquidation and subsequent termination of the Small Cap Growth Fund.

For Shareholders of the Global Securities, Mid Cap Growth and Small Cap Growth Funds

4.   To consider and act upon any other business that may properly come before the Meeting.

*  *  *  *

The matters referred to above are discussed in detail in the Prospectus/Proxy Statement attached to this Notice.  The Board of

Trustees has fixed the close of business on March 1, 2010 as the record date for determining shareholders of each Merging Fund entitled to notice of and to vote at the Meeting.

By Order of the Board of Trustees,

Holly S. Baggot

Secretary

March 12, 2010

PROSPECTUS/PROXY STATEMENT

Dated March 12, 2010

Acquisition of the Assets of the		By and in Exchange for Shares of the
Global Securities Fund	è	International Stock Fund
Mid Cap Growth Fund	è	Mid Cap Value Fund
Small Cap Growth Fund	è	Small Cap Value Fund

Each, a series of the ULTRA SERIES FUND,

550 Science Drive

Madison, Wisconsin 53711

800-670-3600

INTRODUCTION

This Prospectus/Proxy Statement is being furnished in connection with the solicitation of voting instructions (proxies) by the Board of Trustees of the Ultra Series Fund for use at a Joint Special Meeting of Shareholders of the Global Securities Fund, the Mid Cap Growth Fund and the Small Cap Growth Fund, to be held at 550 Science Drive, Madison, Wisconsin, on April 21, 2010, at 9:00 a.m., Central Time, as may be adjourned from time to time (the “Meeting”).

The Board is soliciting proxies from the shareholders of:

i.   the Global Securities Fund, a series of the Ultra Series Fund (the “Global Fund”), in connection with the proposed transfer of all of its assets to the International Stock Fund, a series of Ultra Series Fund (the “International Fund”), in exchange for shares of the International Fund, and distribution of these shares of the International Fund to the holders of Global Fund shares in liquidation of the Global Fund (the “International Reorganization”);

ii.   the Mid Cap Growth Fund, a series of the Ultra Series Fund, in connection with the proposed transfer of all of its assets to the Mid Cap Value Fund, a series of Ultra Series Fund, in exchange for shares of the Mid Cap Value Fund, and distribution of these shares of the Mid Cap Value Fund to the holders of Mid Cap Growth Fund shares in liquidation of the Mid Cap Growth Fund (the “Mid Cap Reorganization”); and

iii.   the Small Cap Growth Fund, a series of the Ultra Series Fund, in connection with the proposed transfer of all of its assets to the Small Cap Value Fund, a series of Ultra Series Fund, in exchange for shares of the Small Cap Value Fund, and distribution of these shares of the Small Cap Value Fund to the holders of Small Cap Growth Fund shares in liquidation of the Small Cap Growth Fund (the “Small Cap Reorganization”).

Please take note of the following terms that are used throughout this Prospectus/Proxy Statement:

·   The Global Securities Fund, Mid Cap Growth Fund and Small Cap Growth Fund are referred to herein collectively as the “Merging Funds,” and each, as a “Merging Fund”;

·   The International Stock Fund,  Mid Cap Value Fund and Small Cap Value Fund are referred to herein collectively as the “Acquiring Funds,” and each, as an “Acquiring Fund;”

·   The Merging Funds and the Acquiring Funds are referred to herein collectively as the “Funds,” and each, as a “Fund”;

·   The International Reorganization, the Mid Cap Reorganization and the Small Cap Reorganization are referred to herein collectively as the “Reorganizations,” and each, as a “Reorganization;”

·   The Ultra Series Fund is referred to herein as the “Trust;” and

·   The Board of Trustees of the Ultra Series Fund is referred to herein as the “Board.”

As an owner of a variable annuity or variable life insurance policy issued by CUNA Mutual Insurance Society (“CUNA Mutual”), or another beneficial owner of one or more of the Merging Funds, you have the right to instruct CUNA Mutual how to vote the shares of each Merging Fund attributable to your policy with respect to the applicable Reorganization, as described more fully below and in the accompanying Notice of Joint Special Meeting of Shareholders. Although CUNA Mutual is the legal owner of the shares of each Merging Fund and you are not directly a shareholder of any Merging Fund, you have this right because some or all of your policy value is invested in stock of one or more of the Merging Funds, as provided by your policy.  For ease of reference, policy owners and other beneficial owners of shares of the Merging Funds are referred to herein as “shareholders.”

The persons named as proxies in each proxy card will vote the shares of the applicable Merging Fund proportionately in accordance with the instructions received from those shareholders who respond with their voting instructions as to that Merging Fund.

If the Reorganizations are approved, following each transfer of Merging Fund assets, shares of the respective Acquiring Fund will be distributed to the shareholders of the applicable Merging Fund in liquidation of that Merging Fund.  As a result of the proposed transactions, each shareholder of a Merging Fund will receive shares of the respective Acquiring Fund at a total net

asset value equal to the value of the shareholder’s shares of that Merging Fund computed on the business day immediately prior to the Reorganization,and that Merging Fund will subsequently be terminated as a series of the Trust. The value of your policy investment held in a Merging Fund will be the same as the value of your investment held in the respective Acquiring Fund immediately after the Reorganization.

In addition to the foregoing, upon consummation of the Mid Cap Reorganization, the surviving fund will be known as the “Mid Cap Fund,” and upon consummation of the Small Cap Reorganization, the surviving fund will be known as the “Small Cap Fund.”

This Prospectus/Proxy Statement, which should be retained for future reference, sets forth concisely the information that you should know before providing voting instructions on the proposed Reorganizations.  Each Reorganization will occur only if a “majority of the outstanding voting securities” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the applicable Merging Fund are voted in favor of that Reorganization.

Additional information concerning each Fund and the Reorganizations is contained in the documents described below, all of which have been filed with the Securities and Exchange Commission (“SEC”) and which are incorporated herein by reference:

Information about the Reorganizations:

·   Statement of Additional Information of the Merging Funds dated March 12, 2010, which relates to this Prospectus/Proxy Statement and the Reorganizations (the “Reorganization SAI”) <r>(included in Form N-14 Registration Statement; File No. 164840).</r>

Information about the Merging Funds and Acquiring Funds:

·   Prospectus of Ultra Series Fund dated May 1, 2009, as supplemented on July 1, September 30, October 2 and October 8, 2009 and February 10, 2010 (the “Prospectus”) <r>(included in Form N-1A Registration Statement; File No. 002-87775);</r>

·   Statement of Additional Information of Ultra Series Fund dated May 1, 2009, as supplemented on July 1 and September 30, 2009 (the “SAI”)<r> (included in Form N-1A Registration Statement; File No. 002-87775); and</r>

·   Annual Report to Shareholders of Ultra Series Fund for the fiscal year ended December 31, <r>2009 (included in Form N-CSR; File No. 811-04815).</r><r></r>

Copies of any of the above documents are available upon request and without charge by writing to Ultra Series Funds at 550 Science Drive, Madison, WI 53711, or calling 800-670-3600 toll-free, and specifying the document(s) you are requesting. Copies of any of these documents may also be obtained without charge on the EDGAR database on the SEC’s internet site at http://www.sec.gov.  You may also review and copy these documents at the SEC’s Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 1-202-551-8090). You may request documents by mail from the SEC, upon payment of a duplication fee, by writing to: Securities and Exchange Commission, Public Reference Section, 100 F Street, NE, Washington, DC 20549-1520. You may also obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address:  publicinfo@sec.gov.

The approximate date on which this Prospectus/Proxy Statement, the Joint Notice of Special Meeting of Shareholders, and Form of Proxy are first being mailed to shareholders ison or aboutMarch 22, 2010.

These securities have not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed on the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

SYNOPSIS	1
Reasons for the Reorganizations	1
Proposed Transactions	1
Tax Consequences	1
Accounting Treatment	2
Overview of Funds Subject to Transaction	2
Investment Objectives and Strategies	3
Fundamental and Non-Fundamental Investment Restrictions	7
Principal Risks	7
EXPENSE COMPARISON	10
PERFORMANCE	14
PORTFOLIO MANAGEMENT	16
Investment Adviser	16
Subadvisers and Portfolio Managers	17
Other Service Providers	18
REASONS FOR THE REORGANIZATIONS	18
INFORMATION ABOUT EACH REORGANIZATION	19
Plans of Reorganization	19
Tax Opinions	19
Federal Income Tax Consequences	20
Effect of the Reorganizations on Capital Loss Carryforwards	20
Accounting Treatment	20
Description of Acquiring Fund Shares	21
Expenses	21
Capitalization	21
SHAREHOLDER INFORMATION	22
Share Classes	22
Purchase, Exchange and Redemption of Shares	22
Distribution and Service Plan	23
How Shares are Priced	23
Market Timing Policy	24
<r>Portfolio Holdings Disclosure Policy	25
Financial Intermediary Compensation	25</r>
Dividends and Distributions	25
Taxes	25
INFORMATION ON SHAREHOLDER RIGHTS	25
Shares of Beneficial Interest	25
Voting Rights	26
Limitation of Shareholder Liability	26
Limitation of Trustee and Officer Liability	26
Limitation of Interseries Liability	26
GENERAL INFORMATION ABOUT THE FUNDS	26
FINANCIAL STATEMENTS	26
VOTING INFORMATION	27
Solicitation of Voting Instructions	27
Quorum	27
Adjournment and/or Postponements	27
Vote Required	27
Method of Voting	27
Revocation	27
Abstentions and Broker Non-Votes	27
Proportional Voting	27
Record Date	28
Control Persons and Principal Holders of Securities	28
Failure to Obtain Shareholder Approval	28
SHAREHOLDER PROPOSALS	28
OTHER BUSINESS	29
EXHIBIT A:  FORM OF AGREEMENT AND PLAN OF REORGANIZATION	A-1

  i

SYNOPSIS

This section summarizes the primary features and consequences of the Reorganizations.  It may not contain all of the information that is important to you.  To understand each Reorganization, you should read this entire Prospectus/Proxy Statement.

This Synopsis is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/ Proxy Statement, the Prospectus and SAI relating to the Funds, the Reorganization SAI, and the form of the Agreement and Plan of Reorganization (the “Reorganization Plan”), which is attached to this Prospectus/Proxy Statement as Exhibit A.

Reasons for the Reorganizations.  The Board believes that each proposed Reorganization would be in the best interest of the shareholders of the applicable Merging Fund.  In reaching this decision, the Board considered the terms and conditions of each Reorganization Plan and the following factors, among others:

1.   The relatively small size of each Merging Fund and the likelihood that it will not increase substantially in size in the foreseeable future;

2.   Following each Reorganization, the shareholders of each Merging Fund will remain invested in an open-end portfolio with a substantially larger asset base;

3.   The likelihood that shareholders of each Merging Fund, as part of a larger portfolio, may benefit over time from reductions in overall operating expenses per share on a pro forma basis as a result of certain economies of scale after the Reorganizations;

4.   With respect to each Reorganization, the investment objective, principal investment policies and principal risks of the Acquiring Fund and the Merging Fund are similar;

5.   With respect to each Reorganization, the performance of the Acquiring Fund is comparable to or better than the related Merging Fund;

6.   The anticipated tax-free nature of the exchanges contemplated by each Reorganization for federal income tax purposes; and

7.   Shareholders of each Merging Fund will not experience any dilution in the value of their investment as a result of the applicable Reorganization.

For the reasons described in this Prospectus/Proxy Statement, the Board of Trustees, including those trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act, concluded that the Reorganization of each Merging Fund into the applicable Acquiring Fund would be in the best interest of the shareholders of the Merging Fund.  Accordingly, the Board approved each Reorganization and recommends shareholder approval of each Reorganization.  Subject to shareholder approval, the Reorganizations are expected to be completed on or about May 1, 2010.  <r>Please note that no Reorganization is contingent upon any other Reorganization occurring.</r>

Proposed Transactions. The Board has authorized the Ultra Series Fund to enter into an Agreement and Plan of Reorganization with respect to each Reorganization that provides for the following:

·   The transfer of all the assets of each Merging Fund to the applicable Acquiring Fund in exchange for shares of the Acquiring Fund.

·   Following each transfer, Class I shares of the Acquiring Fund will be distributed to the Class I shareholders of the related Merging Fund and Class II shares of the Acquiring Fund will be distributed to the Class II shareholders of the Merging Fund.  The value of the Acquiring Fund shares distributed to shareholders of the Merging Fund will be equal to the total net asset value of the shares of the Merging Fund held by each shareholder, computed on the business day immediately prior to the Reorganization.

·   Following the distributions of Acquiring Fund shares to Merging Fund shareholders, the Merging Funds will be terminated as series of the Trust.

The total value of your policy interest in each Merging Fund will be the same as the total value of your policy interest in the related Acquiring Fund immediately after the applicable Reorganization.  The material terms of each Reorganization Plan are described in more detail in “Information About Each Reorganization” below.

Please note that with respect to the Mid Cap and Small Cap Reorganizations, upon consummation of the respective Reorganizations, the surviving fund in the Mid Cap Reorganization will change its name to the “Mid Cap Fund” and the surviving fund in the Small Cap Reorganization will change its name to the “Small Cap Fund.”  No shareholder approval is required to make this change and, therefore, you are not being solicited for your input on this name change.

Tax Consequences.  Pursuant to each Reorganization Plan, as a condition to closing of the Reorganization described therein, the applicable Merging Fund shall have received an opinion of counsel that for federal income tax purposes, no gain or loss will be recognized by it (or its shareholders, assuming each shareholder’s policy is treated as a variable annuity for federal income tax purposes) as a result of the Reorganization.  In each case, the tax basis of Acquiring Fund shares received by a Merging Fund shareholder will be the same as the tax basis of the shareholder’s Merging Fund shares. In addition, in each case,

1

the tax basis of the assets of the Merging Fund in the hands of the applicable Acquiring Fund as a result of the Reorganization will be the same as the tax basis of such assets in the hands of the Merging Fund prior to the Reorganization.  See “Information About Each Reorganization” below.

If the Reorganizations take place, each Acquiring Fund may be constrained in the extent to which it can use the capital loss carryforwards of the respective Merging Fund. See “Information About Each Reorganization -- Effect of the Reorganizations on Capital Loss Carryforwards” below.

Accounting Treatment.   The International Fund will be both the legal and accounting survivor in the International Reorganization.  The same is true of the Small Cap Reorganization, where the Small Cap Value Fund will be both the legal and accounting survivor.  <r></r>This means that the surviving fund in the International Reorganization and the surviving fund in the Small Cap Reorganization will have the historical financial statements and performance, as well as the <r>fees, contractual obligations and charter restrictions/provisions </r>of the International Fund and the Small Cap Value Fund, respectively.  <r>For shareholders voting on the International Reorganization, it is important to note that the management fee of the International Fund is higher than the management fee of the Global Fund (1.20% versus 0.95%).  The management fees of the two funds involved in the Small Cap Merger are the same (1.10%).

With </r>regard to the Mid Cap Reorganization, while the Mid Cap Value Fund will be the legal survivor, the Mid Cap Growth Fund will be the accounting survivor.  <r>This </r>means <r>that </r>the historical financial statements and performance of the Mid Cap Growth Fund will carry forward as the historical financials and performance of the surviving fund, but the <r>fees, contractual obligations and charter restrictions/provisions </r>of the Mid Cap Value Fund will <r>apply to </r>the surviving fund post-Reorganization.  <r>Note, however, that with regard to the surviving fund’s fees, effective upon consummation of the Mid Cap Reorganization, the management fee will be reduced from 1.00% to 0.90% (which is higher than the management fee for the Mid Cap Growth Fund currently).</r>

For tax purposes, the surviving Funds will be the International Fund, the Small Cap Value Fund, and the Mid Cap Growth Fund.

Overview of Funds Subject to Transaction.  Each Merging Fund is a series of the Ultra Series Fund, an open-end management investment company organized as a Massachusetts business trust and registered under the 1940 Act.  Following the closing of each Reorganization, the Merging Funds will terminate and the Acquiring Funds will survive and continue as series of the Trust.  The Merging Funds and the Acquiring Funds are managed and/or subadvised as shown in the following chart:<r>

Merging Fund	Adviser/Subadviser and Portfolio Manager	Acquiring Fund	Adviser/Subadviser and Portfolio Manager
Global Fund	Adviser:  Madison Asset Management, LLC Subadviser:  Mondrian Investment Partners Limited Portfolio Managers:  Nigel May, Elizabeth Desmond, Clive Gillmore, Brendan Baker, Andrew Porter and Jonathan Spread	International Fund	Adviser:  Madison Asset Management, LLC Subadviser:  Lazard Asset Management, LLC Portfolio Managers:  John Reinsberg, Michael Bennett, Michael Fry, and Michael Powers
Mid Cap Growth Fund	Adviser:  Madison Asset Management, LLC Subadviser:  None Portfolio Manager:  Rich Eisinger	Mid Cap Value Fund	Adviser:  Madison Asset Management, LLC Subadviser:  None Portfolio Manager:  Livia Asher
Small Cap Growth Fund	Adviser:  Madison Asset Management, LLC Subadviser:  None Portfolio Manager:  Ray DiBernardo	Small Cap Value Fund	Adviser:  Madison Asset Management, LLC Subadviser:  Wellington Management Company LLP Portfolio Manager:  Timothy McCormack

</r>

As of December 31, 2009, the net assets of each Fund were as follows:

Merging Fund	Net Assets	Acquiring Fund	Net Assets
Global Fund	$  33,618,906	International Fund	$  81,959,251
Mid Cap Growth Fund	$231,140,313	Mid Cap Value Fund	$182,584,750
Small Cap Growth Fund	$    4,563,396	Small Cap Value Fund	$    8,605,016

2

Investment Objectives and Strategies.

Global Fund è International Fund

Investment Objectives.The investment objective of the Global Fund is to seek capital appreciation, while the investment objective of the International Fund is to seek long-term growth of capital.  Neither Fund’s investment objective may be changed without shareholder approval.

Principal Investment Strategies.  The Global Fund and the International Fund each seeks to achieve its investment objective by using the principal investment strategies discussed below.  The combined fund will follow the principal investment strategies of the International Fund.  <r>While both Funds tend to have a value bias, the primary difference between the Funds is the way the subadviser to each Fund determines whether a particular investment meets its value criteria, as discussed below.  Another key difference is that while the Global Fund may invest in 100% of its assets in U.S. issuers should the Fund’s subadviser deem this advisable, the International Fund may not invest more than 20% of its assets in U.S. issuers.</r>

The Global Fund pursues its investment objective primarily by investing in equity securities of issuers located throughout the world.  Equity securities in which the Fund may invest include common stocks, preferred stocks, convertible securities, indices, certain non-traditional equity securities and warrants.  The Fund may purchase securities of non-U.S. issuers directly or indirectly in the form of American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”) or Global Depository Receipts (“GDRs”), or other securities representing underlying shares of non-U.S. issuers. The Fund also may purchase exchange traded funds (“ETFs”) or other similar funds to invest indirectly in certain markets and to manage cash flow.   In selecting stocks for the Fund, the subadviser identifies those stocks that it believes will provide high total return over a market cycle, taking into consideration movements in the price of the individual security and the impact of currency fluctuation on a United States domiciled, dollar-based investor.  The subadviser conducts fundamental research on a global basis in order to identify securities that, in the subadviser’s opinion, have the potential for long-term total return.  This research effort generally centers on a value-oriented dividend discount methodology with respect to individual securities and market analysis that isolates value across country boundaries.  The subadviser’s general management strategy emphasizes long-term holding of securities, although securities may be sold in subadviser’s discretion without regard to the length of time they have been held.   In considering possible emerging countries in which the Fund may invest, the subadviser places particular emphasis on certain factors, such as economic conditions (including growth trends, inflation rates and trade balances), regulatory and currency controls, accounting standards and political and social conditions.  Under normal circumstances, no more than 10% of the Fund’s net assets will be invested in debt securities issued by emerging country companies or foreign governments, or by their agencies, instrumentalities or political subdivisions, all of which may be high-yield, high-risk fixed income securities rated lower than BBB by S&P and Baa by Moody’s or, if unrated, considered to be of equivalent quality by the subadviser.  To facilitate investment activities, the Fund will generally hold a small portion of its assets in cash or cash equivalent instruments.

The International Fund pursues its investment objective by investing, under normal market conditions, at least 80% of its assets in foreign equity securities.  Foreign equity securities are securities that are issued by companies organized or whose principal operations are outside the U.S., are principally traded outside of the U.S., or are quoted or denominated in a foreign currency.  Equity securities include common stocks, securities convertible into common stocks, preferred stocks, and other securities representing equity interests such as ADRs, EDRs and GDRs.  The Fund may also invest in debt securities, foreign money market instruments, and other income bearing securities as well as forward foreign currency exchange contracts and other derivative securities and contracts.  The Fund usually holds securities of issuers located in at least three countries other than the U.S.  Typically, a majority of the Fund’s assets are invested in relatively large capitalization stocks of issuers located or operating in developed countries.  Such securities are those issued by companies located in countries included in the Morgan Stanley Capital International, Europe, Australasia, and Far East (“MSCI EAFE”) Index.  The Fund may also invest up to 30% of its assets in securities of companies whose principal business activities are located in emerging market countries.  The subadviser typically maintains this segment of the Fund’s portfolio in such stocks which it believes have a low market price relative to their perceived value based on fundamental analysis of the issuing company and its prospects.  This is sometimes referred to as a “value” approach.  It may also invest in foreign debt and other income bearing securities at times when it believes that income bearing securities have greater capital appreciation potential than equity securities.

Although both Funds expect to pursue their respective investment objectives utilizing their principal investment strategies regardless of market conditions, each Fund may invest up to 100% in money market securities, and the Global Fund may also invest in high-quality debt investments, for temporary defensive purposes.  To the extent a Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.

3

The following table shows that each Fund has substantially the same investment limitations with respect to certain higher risk securities and practices as a percentage of portfolio assets.  A number in the column indicates the maximum percentage of total assets that the Fund is permitted to invest in that practice or type of security.  Numbers in this table show allowable usage only; for actual usage, consult the Funds’ Annual and Semi-Annual Reports.

Policy	Global	International
Borrowing	30	30
Repurchase Agreements	*	*
Securities Lending	33⅓	33⅓
Short-Term Trading	*	*
When-Issued Securities; Forward Commitments	25	25
Shares of Other Investment Companies1	10	10
Non-Investment Grade Securities	20	20
Foreign Securities	*	*
Emerging Market Securities	50	<r>30</r>
Illiquid Securities2	15	15
Restricted Securities	15	15
Mortgage-Backed Securities	X	X
Swaps	15	15
Options on Securities, Indices or Currencies	10**	10**
Futures Contracts3	10**	10**
Options on Futures Contracts3	10**	10**
Forward Foreign Currency Exchange Contracts	30**	10**

__________________________________

1  Includes ETFs.

2  Numbers in this row refer to net, rather than total, assets.

3  Financial futures contracts and related options only, including futures, contracts and options on futures contracts and on currencies.

Legend

* One asterisk means that there is no policy limitation on the fund’s usage of that practice or type of security, and that the fund may be currently using that practice or investing in that type of security.

** Two asterisks mean that the fund is permitted to use that practice or invest in that type of security, but is not expected to do so on a regular basis.

X An “X” mark means that the fund is not permitted to use that practice or invest in that type of security.

Mid Cap Growth Fund è Mid Cap Value Fund

Investment Objectives.  The Mid Cap Growth Fund has the same investment objective as that of the Mid Cap Value Fund:  to seek long-term capital appreciation.  Neither Fund’s investment objective may be changed without shareholder approval.

Principal Investment Strategies.  The Mid Cap Growth Fund and the Mid Cap Value Fund each seeks to achieve its investment objective by using the principal investment strategies discussed below.  The combined fund will follow the principal investment strategies of the Mid Cap Growth Fund (not the Mid Cap Value Fund).  <r>The two Funds are very similar in terms of the types of investments they make; however, the primary difference between the Funds is the way in which those investments are selected, as described below.</r>

Both Funds seek long-term capital appreciation by investing in equity securities of midsize and smaller companies (generally, stocks with a market capitalization of less than $15 billion or the largest companies in the Russell Midcap® Index, if greater) and, under normal market conditions, both Funds maintain at least 80% of their respective assets in such mid cap securities.   However, neither Fund will automatically sell a stock just because its market capitalization has changed and such positions may be increased through additional purchases.

Both Funds may also invest in warrants and preferred stocks, and may invest up to 25% of their assets in foreign securities.  In addition, both Funds may invest in exchange traded funds (“ETFs”) that are registered investment companies, debt securities and convertible debt securities (including, in the case of the Mid Cap Growth Fund, non-investment grade convertible debt).  The Mid Cap Value Fund may also invest in real estate investment trusts (“REITs”).

For the Mid Cap Value Fund, MAM seeks stocks in the midsize to smaller range that have a low market price relative to their value as estimated based on fundamental analysis of the issuing company and its prospects.  The Fund includes smaller, less developed issuers, which may have difficulty competing with larger companies, but the successful ones generate strong cash flows that can be used to build the value of the business or be used in the same way to benefit the shareholders (e.g., share

4

repurchase, dividends, etc.).  The Fund typically sells a stock when the fundamental expectations for buying it no longer apply, the price exceeds its intrinsic value or other stocks appear more attractively priced relative to their intrinsic value.

For the Mid Cap Growth Fund, MAM seeks attractive long-term returns through bottom-up security selection based on fundamental analysis in a diversified portfolio of high-quality growth companies with attractive valuations.  These will typically be industry leading companies in niches with strong growth prospects. The Fund’s portfolio manager believes in selecting stocks for the Fund that show steady, sustainable growth and reasonable valuation.  As a result, stocks of issuers that are believed to have a blend of both value and growth potential will be selected for investment (this strategy is referred to as “growth at a reasonable price” or “GARP”).  Stocks are generally sold when target prices are reached, company fundamentals deteriorate or more attractive stocks are identified.

Although each Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, both Funds may invest up to 100% in money market instruments.  To the extent a Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.

The following table shows that each Fund has substantially the same investment limitations with respect to certain higher risk securities and practices as a percentage of portfolio assets.  A number in the column indicates the maximum percentage of total assets that the Fund is permitted to invest in that practice or type of security.  Numbers in this table show allowable usage only; for actual usage, consult the Funds’ Annual and Semi-Annual Reports.

Policy	Mid Cap Value	Mid Cap Growth
Borrowing	30	30
Repurchase Agreements	*	*
Securities Lending	33⅓	33⅓
Short-Term Trading	*	*
When-Issued Securities; Forward Commitments	25	*
Shares of Other Investment Companies1	10	10
Non-Investment Grade Securities	20	20
Foreign Securities	25	25
Emerging Market Securities	15	15
Illiquid Securities2	15	15
Restricted Securities	15	15
Mortgage-Backed Securities	X	X
Swaps	15	15
Options on Securities, Indices or Currencies	20	20**
Futures Contracts3	20	20**
Options on Futures Contracts3	20	20**
Forward Foreign Currency Exchange Contracts	10**	10

__________________________________

1  Includes ETFs.

2  Numbers in this row refer to net, rather than total, assets.

3  Financial futures contracts and related options only, including futures, contracts and options on futures contracts and on currencies.

Legend

* One asterisk means that there is no policy limitation on the fund’s usage of that practice or type of security, and that the fund may be currently using that practice or investing in that type of security.

** Two asterisks mean that the fund is permitted to use that practice or invest in that type of security, but is not expected to do so on a regular basis.

X An “X” mark means that the fund is not permitted to use that practice or invest in that type of security.

Small Cap Growth Fund è Small Cap Value Fund

Investment Objectives.  The Small Cap Growth Fund has the same investment objective as that of the Small Cap Value Fund:  to seek long-term capital appreciation.  Neither Fund’s investment objective may be changed without shareholder approval.

Principal Investment Strategies.  The Small Cap Growth Fund and the Small Cap Value Fund each seeks to achieve its investment objective by using the principal investment strategies discussed below.  The combined fund will follow the principal investment strategies of the Small Cap Value Fund.  <r>The primary difference between the two Funds is that the Small Cap Growth Fund seeks investments that offer high earnings growth, while the Small Cap Value Fund seeks investments that are believed to be undervalued and will therefore appreciate in value over time.</r>

5

The Small Cap Growth Fund invests primarily in a diversified mix of common stocks of small cap U.S. companies that are believed to have high earnings growth rates, while the Small Cap Value Fund invests primarily in a diversified mix of common stocks of small cap U.S. companies that are believed to be undervalued by various measures and offer sound prospects for capital appreciation.  For this purpose, “small cap companies” are those with market capitalizations that are within the range of capitalizations of companies represented in either the S&P SmallCap 600 Index or the Russell 2000® Index.

The subadviser to the Small Cap Growth Fund employs a growth-oriented investment approach in selecting stocks, using proprietary quantitative research to identify companies that the subadviser believes offer superior performance attributes.  The subadviser’s investment process is rooted in its belief that SEC-mandated 13-F filings of other active managers contain valuable information about small cap growth securities, sectors and growth factors.  The subadviser analyzes portfolios of small cap growth managers from SEC filings, mutual fund databases and other data sources, storing this data in its proprietary long-term database.  The subadviser then uses quantitative and qualitative screens to identify managers whom they believe will produce consistent and reliable outperformance in the future.  Once a small group of superior managers is identified, their portfolios are combined to produce a “buy” universe of securities which is then optimized to construct a liquid and well diversified portfolio.

In pursuing its investment objective, the Small Cap Growth Fund may invest in warrants, preferred stocks and debt securities, including non-investment grade convertible debt securities, and may invest in exchange traded funds (“ETFs”) that are registered investment companies.  The Small Cap Growth Fund has an active trading strategy which will lead to more portfolio turnover than a more passively-managed fund.  Although not a current investment strategy, the Small Cap Growth Fund is permitted to invest up to 20% of its total assets in foreign securities.

With regard to the Small Cap Value Fund, the subadviser employs a value-oriented investment approach in selecting stocks, using proprietary fundamental research to identify securities of issuers the subadviser believes have attractive valuations.  The subadviser focuses on companies with a record of above average rates of profitability that sell at a discount relative to the overall small cap market.  Through fundamental research, the subadviser seeks to identify those companies which possess one or more of the following characteristics: sustainable competitive advantages within a market niche; strong profitability and free cash flows; strong market share positions and trends; quality of and share ownership by management; and financial structures that are more conservative than the relevant industry average.  The Small Cap Value Fund may invest up to 20% of its assets in foreign securities, and may also invest in ETFs that are registered investment companies.

Although each Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, both Funds may invest up to 100% in money market instruments.  To the extent a Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.

The following table shows that each Fund has the same investment limitations with respect to certain higher risk securities and practices as a percentage of portfolio assets.  A number in the column indicates the maximum percentage of total assets that the Fund is permitted to invest in that practice or type of security.  Numbers in this table show allowable usage only; for actual usage, consult the Funds’ Annual and Semi-Annual Reports.

Policy	Small Cap Growth	Small Cap Value
Borrowing	30	30
Repurchase Agreements	*	*
Securities Lending	33⅓	33⅓
Short-Term Trading	*	*
When-Issued Securities; Forward Commitments	*	*
Shares of Other Investment Companies1	10	10
Non-Investment Grade Securities	30	30
Foreign Securities	20	20
Emerging Market Securities	15	15
Illiquid Securities2	15	15
Restricted Securities	15	15
Mortgage-Backed Securities	X	X
Swaps	15	15
Options on Securities, Indices or Currencies	25**	25**
Futures Contracts3	25**	25**
Options on Futures Contracts3	25**	25**
Forward Foreign Currency Exchange Contracts	10**	10**

__________________________________

1  Includes ETFs.

2  Numbers in this row refer to net, rather than total, assets.

6

3  Financial futures contracts and related options only, including futures, contracts and options on futures contracts and on currencies.

Legend

* One asterisk means that there is no policy limitation on the fund’s usage of that practice or type of security, and that the fund may be currently using that practice or investing in that type of security.

** Two asterisks mean that the fund is permitted to use that practice or invest in that type of security, but is not expected to do so on a regular basis.

X An “X” mark means that the fund is not permitted to use that practice or invest in that type of security.

Fundamental and Non-Fundamental Investment Restrictions.  In addition to the objectives and strategies described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions.  The fundamental investment restrictions applicable to each Fund may only be changed by shareholder vote, while the non-fundamental investment restrictions may be changed by action of the Board of Trustees alone.  These restrictions—which are identical across all Funds—are set forth below.

The Funds have adopted the following fundamental investment restrictions –  Except as noted below, no Fund may:

(1)   borrow money, except that it may (i) borrow from any lender for temporary purposes in amounts not in excess of 5% of its total assets and (ii) borrow from banks in any amount for any purpose, provided that immediately after borrowing from a bank, the Fund’s aggregate borrowings from any source do not exceed 33 1/3% of the Fund’s total assets (including the amount borrowed). If, after borrowing from a bank, a Fund’s aggregate borrowings later exceed 33 1/3% of the Fund’s total assets, the Fund will, within three days after exceeding such limit (not including Sundays or holidays), reduce the amount of its borrowings to meet the limitation. A Fund may make additional investments while it has borrowings outstanding. A Fund may make other borrowings to the extent permitted by applicable law;

(2)   underwrite securities of other issuers, except that a Fund may acquire portfolio securities under circumstances where, if the securities are later publicly offered or sold by the Fund, it may be deemed to be an underwriter for purposes of the Securities Act of 1933;

(3)   invest over twenty-five percent (25%) of assets taken at its market value in any one industry.  Securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or instruments secured by these money market instruments, such as repurchase agreements, shall not be considered investments in any one industry for purposes of these rules.  Telephone, gas, and electric utility industries shall be considered separate industries;

(4)   purchase physical commodities or enter into contracts requiring the delivery or receipt of physical commodities;

(5)   purchase or sell real estate, except a Fund may purchase securities which are issued by companies which invest in real estate or interests therein;

(6)   issue senior securities as defined in the 1940 Act, except as is permitted by such Act, by rules under such Act, and by SEC positions with respect to the issuance of obligations which might be deemed senior securities;

(7)   make loans (the acquisition of bonds, debentures, notes and other securities as permitted by the investment objectives of a Fund shall not be deemed to be the making of loans) except that a Fund may purchase securities subject to repurchase agreements under policies established by the Board and may make loans of securities as permitted by applicable law; or

(8)   with respect to 75% of the Fund’s total assets, purchase securities of an issuer (other than the U.S. Government, its agencies or instrumentalities), if (i) such purchase would cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer, or (ii) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund.

Except for the limitations on borrowing from banks, if the above percentage restrictions are adhered to at the time of investment, a later increase or decrease in such percentage resulting from a change in values of securities or amount of net assets is not considered a violation of any of the foregoing restrictions.

In addition to the fundamental investment restrictions listed above, the investment objective of each Fund is a fundamental policy that cannot be changed without the approval of the Fund’s shareholders.

The Funds’ have adopted the following non-fundamental investment restriction – no Fund will purchase securities on margin or sell short; however, each Fund may obtain such short-term credits as may be necessary for the clearance of transactions and may make margin payments in connection with transactions in futures and related options as permitted by its investment policies.

Principal Risks.   An investment in each Fund entails investment risk. The principal risks of investing in each of the Funds is set forth below.   This discussion is qualified in its entirety by the more extensive discussion of risk factors set forth in the Prospectus and SAI of the Funds, which are incorporated by reference.

7

Global Fund è International Fund

Because of the similarity in the types of investments made on behalf of each of the Funds, the Global Fund and the International Fund have substantially similar risks<r>, as highlighted in the table below (a “X” means that the risk applies to the Fund):

Risk	Global Fund	International Fund
Market Risk	X	X
Foreign Security Risk	X	X
Emerging Market Risk	X	X
Foreign Currency Risk	X	X

</r>
 

A discussion of the principal risks of investing in the Funds is set forth below.  The combined fund will have the same risks as the International Fund.

Because both Funds invest in equity securities, both Funds are subject to market risk,the risk that the value of an investment will fluctuate in response to stock market movements.  Loss of money is a significant risk of investing in these Funds.

In addition, with regard to both Funds, investing in foreign securities involves certain special considerations and additional risks which are not typically associated with investing in securities of domestic issuers or U.S. dollar denominated securities. These risks may make the Funds more volatile than a comparable domestic stock fund.  For example, foreign securities are typically subject to:

·   Fluctuations in currency exchange rates.

·   Higher trading and custody charges compared to securities of U.S. companies.

·   Different accounting and reporting practices than U.S. companies.  As a result, it is often more difficult to evaluate financial information from foreign issuers.  Also, the laws of some foreign countries limit the information that is made available to investors.

·   Less stringent securities regulations than those of the U.S.

·   Potential political instability.

·   Potential economic instability.  The economies of individual foreign countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation and industry diversification.  Such differences may cause the economies of these countries to be less stable than the U.S. economy and may make them more sensitive to economic fluctuations.

The risks of international investing are higher in emerging markets such as those of Central and South America, Africa, Asia and Eastern Europe.  The small size, inexperience and limited trading volume of the securities markets in certain of these countries may also make investments in such countries more volatile and less liquid than investments in securities traded in markets in Japan and Western European countries.

An investment in the <r>Funds</r> also carries with it currency risks because the <r>Funds</r> may invest in securities issued in any currency and may hold foreign currency.  Securities of issuers within a given country may be denominated in the currency of another country or in multinational current units, including the Euro. The subadviser for <r></r> Global Fund uses a purchasing power parity (“PPP”) approach to evaluate currency risk.  PPP is a theory which states that exchange rates between currencies are in equilibrium when their purchasing power is the same in each of the two countries.  In this regard, the <r>Global </r>Fund may engage in hedging activities, and may invest in forward foreign currency contracts to hedge currency risks associated with the purchase of individual securities denominated in a particular currency.  Such hedging may only be undertaken defensively, back into the base currency of the <r>Global</r> Fund.

Mid Cap Growth Fund è Mid Cap Value Fund

Because of their similar investment objectives and strategies, the Mid Cap Growth Fund and the Mid Cap Value Fund have substantially similar risks<r>, as highlighted in the table below (a “X” means that the risk applies to the Fund):

8

Risk	Mid Cap Growth Fund	Mid Cap Value Fund
Market Risk	X	X
Small Stock Risk	X	X
Foreign Security Risk	X	X
Value Investing Risk		X

</r>

A discussion of the principal risks of investing in the Funds is set forth below.  Because the combined fund will follow the principal investment strategies of the Mid Cap Growth Fund (not those of the Mid  Cap Value Fund), the combined fund will have the same risks as the Mid Cap Growth Fund.

Because both Funds invest in equity securities, both Funds are subject to market risk,the risk that the value of an investment will fluctuate in response to stock market movements.  Loss of money is a significant risk of investing in these Funds.

In addition, due to their focus on stocks of smaller and midsize stocks, both Funds have the potential to experience significant volatilityover time.  Midsize and smaller companies tend to have narrower product lines, fewer financial resources and a more limited trading market for their securities, as compared to larger companies.  They may also experience greater price volatility than securities of larger capitalization companies, because growth prospects for these companies may be less certain and the market for such securities may be smaller. Such securities are also subject to the liquidity risk such that during certain periods, their liquidity will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions.  The Funds could lose money if they have to sell illiquid securities at a disadvantageous time.

Because both Funds may invest up to 25% of their assets in foreign securities, both Funds are subject to risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject.

With regard to the Mid Cap Value Fund, because of its “value” approach to investing, the Fund is subject to the risk that the perceived intrinsic values of stocks selected for its portfolio may never be realized by the market, and that a stock that is believed to be undervalued actually is appropriately priced or overpriced due to unanticipated problems associated with the issuer or industry.  The same cannot be said of the Mid Cap Growth Fund which, through its “growth at a reasonable price” or “GARP” strategy, seeks to participate in market appreciation during bull markets, while protecting shareholders during bear markets as compared to funds holding more speculative and volatile securities.

Small Cap Growth Fund è Small Cap Value Fund

Because of their similar investment objectives and strategies, the Small Cap Growth Fund and the Small Cap Value Fund have substantially similar risks<r>, as highlighted in the table below (a “X” means that the risk applies to the Fund):

Risk	Small Cap Growth Fund	Small Cap Value Fund
Market Risk	X	X
Small Stock Risk	X	X
Growth Investing Risk	X
Value Investing Risk		X
Frequent Trading Risk	X
Foreign Security Risk	X	X

</r>

A discussion of the principal risks of investing in the Funds is set forth below.  The combined fund will have the same risks as the Small Cap Value Fund.

Because both Funds invest in equity securities, both Funds are subject to market risk,the risk that the value of an investment will fluctuate in response to stock market movements.  Loss of money is a significant risk of investing in these Funds.

Due to the Funds’ focus on small cap companies, the Funds may experience significant volatility over time.  Small companies tend to have narrower product lines, fewer financial resources and a more limited trading market for their securities, as compared to larger companies.  The securities of smaller companies also experience greater price volatility than securities of larger capitalization companies.  During certain periods, the liquidity of the securities of small cap companies may shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions. This liquidity riskcould translate into losses for a Fund if it has to sell illiquid securities at a disadvantageous time.

9

The Small Cap Growth Fund emphasizes investments in stocks that are considered “growth” stocks.  Growth stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks.  As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.  Some growth-oriented companies may not have established financial histories and often have limited product lines, markets or financial resources and may depend on a few key personnel for management.  Such companies may be susceptible to losses and risks of bankruptcy.

The Small Cap Growth Fund also engages in active and frequent trading of portfolio securities to achieve its investment objective, which increases the Fund’s costs and can lower the actual return of the fund.  Active trading may also increase short-term gains and losses, which may affect taxes that must be paid.

The Small Cap Value emphasizes investments in stocks that are considered “value” stocks.  A “value” approach to investing includes the risks that an issuer’s perceived intrinsic value may never be realized by the market, and that a stock that is believed to be undervalued actually is appropriately priced or overpriced due to unanticipated problems associated with the issuer or industry.

The Small Cap Value Fund also may invest in foreign securities.  Investing in foreign securities involves certain special considerations and additional risks which are not typically associated with investing in securities of domestic issuers or U.S. dollar denominated securities.  These risks may make the fund more volatile than a comparable domestic stock fund.  For example, foreign securities are typically subject to: fluctuations in currency exchange rates;  higher trading and custody charges compared to securities of U.S. companies; and different accounting and reporting practices than U.S. companies.  As a result, it is often more difficult to evaluate financial information from foreign issuers.  Also, the laws of some foreign countries limit the information that is made available to investors and may be less stringent that those of the U.S.  The economies of individual foreign countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation and industry diversification. Such differences may cause the economies of these countries to be less stable than the U.S. economy and may make them more sensitive to economic fluctuations.  The risks of international investing are higher in emerging markets such as those of Latin America, Africa, Asia and Eastern Europe.

Although not a current investment strategy, the Small Cap Growth Fund is permitted to invest up to 20% of its total assets in foreign securities.

EXPENSE COMPARISON

The following tables allow you to compare the expenses of the Funds and show what the expenses of the International, Mid Cap Value and Small Cap Value Funds are estimated to be assuming the respective Reorganization takes place.

The expense amounts set forth in the tables and the examples are based on the fiscal year ended December 31, <r>2009</r>.   Madison Asset Management, LLC (“MAM”) initiated its service as the adviser to the Funds on July 1, 2009 and agreed to implement contractual expense limits for the Class I shares of the Funds through June 30, 2011 to ensure that no Fund’s expenses for that share class would exceed those that existed on December 31, 2008.  These expense limits are reflected in the pro forma figures set forth below.

Neither the tables nor the examples reflect fees and charges imposed under the variable annuity and variable life insurance contracts through which an investment may be made.  If these fees and charges were included, costs would be higher.

 Global Fund è International Fund

Shareholder Transaction Expenses (paid directly from your investment):  N/A

Annual Fund Operating Expenses(deducted from Fund assets and reflected in the share price):

<r>Please note that the annual fund operating expenses after consummation of the International Reorganization will be higher than they were for the Merging Fund prior to the Reorganization.</r>

CLASS I

Fund	Management Fee1,3	12b-1 Fee2	Other Expenses3	Annual Fund Operating Expenses
Global	0.95%	None	0.02%	0.97%
International	1.20%	None	0.02%	1.22%
International Pro Forma Combined	1.20%	None	0.02%	1.22%

10

CLASS II

Fund	Management Fee1,3	12b-1 Fee2	Other Expenses3	Annual Fund Operating Expenses
Global	0.95%	0.25%	0.02%	1.22%
International	1.20%	0.25%	0.02%	1.47%
International Pro Forma Combined	1.20%	0.25%	0.02%	1.47%

_____________________________________________________________

1 The management fee is the amount paid to Madison Asset Management, LLC (“MAM”) for managing each Fund’s portfolio and assisting in other aspects of its operations.

2 “12b-1” fees are the fees each Fund pays its distributor, Mosaic Funds Distributor, LLC (“MFD”), to cover its distribution-related expenses (including commissions paid to dealers) or distribution-related expenses of dealers.  These fees may also include service fees paid to MFD for account service and maintenance.  MFD may, in turn, use all of or a portion of the 12b-1 fees it receives to compensate other qualified broker-dealers or other financial intermediaries for selling Fund shares and servicing shareholder accounts.

3 Under its management agreement with the Trust, MAM provides or arranges for each Fund to have all other operational and other support services it needs, the fee for which is included in the management fee set forth in this table.  Not included in this arrangement are services (and associated fees and expenses) of an extraordinary or non-recurring nature, nor are fees and expenses of the Board of Trustees, the independent auditors, compliance, interest on borrowings or taxes.   These other fees that are not included in the management agreement are captured in the “Other Fees” column in the table.  With regard to these other fees, MAM has contractually agreed to cap these fees for the Class I shares until at least June 30, 2011 so as to maintain Fund expense levels for this share class at no more than the amount of such expenses incurred by each Fund’s Class I shares for the fiscal year ended December 31, 2008.

Examples

Examples shown below are intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds.  The examples show what expenses you would pay if you invested $10,000in each Fund for the time periods indicated.  The examples assume you reinvested all dividends and distributions, that the average annual return for each Fund was 5%, and that the Funds’ annual operating expenses (as set forth above) remain the same.

Although your actual costs may be higher or lower, assuming annual Fund operating expenses as set forth above, and that you redeemed your entire investment at the end of each period, your total expenses would be:

CLASS I
	Fund	Year 1	Year 3	Year 5	Year 10
	Global	$99	$309	$536	$1,190
	International	$124	$387	$670	$1,477
	International Pro Forma Combined	$124	$387	$670	$1,477

CLASS II
	Fund	Year 1	Year 3	Year 5	Year 10
	Global	$124	$387	$670	$1,477
	International	$150	$465	$803	$1,757
	International Pro Forma Combined	$150	$465	$803	$1,757

These examples are for comparison purposes only and are not a representation of the Funds’ actual expenses and returns, either past or future.  Actual expenses may be greater or less than those shown above.

Mid Cap Growth Fund è Mid Cap Value Fund

Shareholder Transaction Expenses (paid directly from your investment):  N/A

Annual Fund Operating Expenses(deducted from Fund assets and reflected in the share price):

Please note the surviving fund in <r>the Mid Cap </r>Reorganization <r></r>will reduce its management fee from 1.00% to 0.90% upon consummation of the Reorganization, as shown in the tables below.  <r>This fee reduction will be effected through an amendment to the Fund’s investment advisory agreement with Madison.  Nevertheless, the annual fund operating expenses after consummation of this Reorganization will be higher than they were for the Merging Fund prior to the Reorganization.</r>

11

CLASS I

Fund	Management Fee1,3	12b-1 Fee2	Other Expenses3	Annual Fund Operating Expenses
Mid Cap Growth	0.85%	None	0.02%	0.87%
Mid Cap Value	1.00%	None	0.02%	1.02%
Mid Cap Value Pro Forma Combined	0.90%	None	0.02%	0.92%

CLASS II

Fund	Management Fee1,3	12b-1 Fee2	Other Expenses3	Annual Fund Operating Expenses
Mid Cap Growth	0.85%	0.25%	0.02%	1.12%
Mid Cap Value	1.00%	0.25%	0.02%	1.27%
Mid Cap Value Pro Forma Combined	0.90%	0.25%	0.02%	1.17%

_____________________________________________________________

1 The management fee is the amount paid to Madison Asset Management, LLC (“MAM”) for managing each Fund’s portfolio and assisting in other aspects of its operations.

2 “12b-1” fees are the fees each Fund pays its distributor, Mosaic Funds Distributor, LLC (“MFD”), to cover its distribution-related expenses (including commissions paid to dealers) or distribution-related expenses of dealers.  These fees may also include service fees paid to MFD for account service and maintenance.  MFD may, in turn, use all of or a portion of the 12b-1 fees it receives to compensate other qualified broker-dealers or other financial intermediaries for selling Fund shares and servicing shareholder accounts.

3 Under its management agreement with the Trust, MAM provides or arranges for each Fund to have all other operational and other support services it needs, the fee for which is included in the management fee set forth in this table.  Not included in this arrangement are services (and associated fees and expenses) of an extraordinary or non-recurring nature, nor are fees and expenses of the Board of Trustees, the independent auditors, compliance, interest on borrowings or taxes.   These other fees that are not included in the management agreement are captured in the “Other Fees” column in the table.  With regard to these other fees, MAM has contractually agreed to cap these fees for the Class I shares until at least June 30, 2011 so as to maintain Fund expense levels for this share class at no more than the amount of such expenses incurred by each Fund’s Class I shares for the fiscal year ended December 31, 2008.

Examples

Examples shown below are intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds.  The examples show what expenses you would pay if you invested $10,000in each Fund for the time periods indicated.  The examples assume you reinvested all dividends and distributions, that the average annual return for each Fund was 5%, and that the Funds’ annual operating expenses (as set forth above) remain the same.

Although your actual costs may be higher or lower, assuming annual Fund operating expenses as set forth above, and that you redeemed your entire investment at the end of each period, your total expenses would be:

CLASS I
	Fund	Year 1	Year 3	Year 5	Year 10
	Mid Cap Growth	$89	$278	$482	$1,073
	Mid Cap Value	$104	$325	$563	$1,248
	Mid Cap Value Pro Forma Combined	$94	$293	$509	$1,131

CLASS II
	Fund	Year 1	Year 3	Year 5	Year 10
	Mid Cap Growth	$114	$356	$617	$1,363
	Mid Cap Value	$129	$403	$697	$1,534
	Mid Cap Value Pro Forma Combined	$119	$372	$644	$1,420

These examples are for comparison purposes only and are not a representation of the Funds’ actual expenses and returns, either past or future.  Actual expenses may be greater or less than those shown above.

Small Cap Growth Fund è Small Cap Value Fund

Shareholder Transaction Expenses (paid directly from your investment):  N/A

Annual Fund Operating Expenses(deducted from Fund assets and reflected in the share price):

<r>Please note that the annual fund operating expenses after consummation of Small Cap Reorganization will be the same as they were for the Merging Fund prior to the Reorganization.</r>

12

CLASS I

Fund	Management Fee1,3	12b-1 Fee2	Other Expenses3	Annual Fund Operating Expenses
Small Cap Growth	1.10%	None	0.02%	1.12%
Small Cap Value	1.10%	None	0.02%	1.12%
Small Cap Value Pro Forma Combined	1.10%	None	0.02%	1.12%

CLASS II

Fund	Management Fee1,3	12b-1 Fee2	Other Expenses3	Annual Fund Operating Expenses
Small Cap Growth	1.10%	0.25%	0.02%	1.37%
Small Cap Value	1.10%	0.25%	0.02%	1.37%
Small Cap Value Pro Forma Combined	1.10%	0.25%	0.02%	1.37%

_____________________________________________________________

1 The management fee is the amount paid to Madison Asset Management, LLC (“MAM”) for managing each Fund’s portfolio and assisting in other aspects of its operations.

2 “12b-1” fees are the fees each Fund pays its distributor, Mosaic Funds Distributor, LLC (“MFD”), to cover its distribution-related expenses (including commissions paid to dealers) or distribution-related expenses of dealers.  These fees may also include service fees paid to MFD for account service and maintenance.  MFD may, in turn, use all of or a portion of the 12b-1 fees it receives to compensate other qualified broker-dealers or other financial intermediaries for selling Fund shares and servicing shareholder accounts.

3 Under its management agreement with the Trust, MAM provides or arranges for each Fund to have all other operational and other support services it needs, the fee for which is included in the management fee set forth in this table.  Not included in this arrangement are services (and associated fees and expenses) of an extraordinary or non-recurring nature, nor are fees and expenses of the Board of Trustees, the independent auditors, compliance, interest on borrowings or taxes.   These other fees that are not included in the management agreement are captured in the “Other Fees” column in the table.  With regard to these other fees, MAM has contractually agreed to cap these fees for the Class I shares until at least June 30, 2011 so as to maintain Fund expense levels for this share class at no more than the amount of such expenses incurred by each Fund’s Class I shares for the fiscal year ended December 31, 2008.

Examples

Examples shown below are intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds.  The examples show what expenses you would pay if you invested $10,000in each Fund for the time periods indicated.  The examples assume you reinvested all dividends and distributions, that the average annual return for each Fund was 5%, and that the Funds’ annual operating expenses (as set forth above) remain the same.

Although your actual costs may be higher or lower, assuming annual Fund operating expenses as set forth above, and that you redeemed your entire investment at the end of each period, your total expenses would be:

CLASS I
	Fund	Year 1	Year 3	Year 5	Year 10
	Small Cap Growth	$114	$356	$617	$1,363
	Small Cap Value	$114	$356	$617	$1,363
	Small Cap Value Pro Forma Combined	$114	$356	$617	$1,363

CLASS II
	Fund	Year 1	Year 3	Year 5	Year 10
	Small Cap Growth	$139	$434	$750	$1,646
	Small Cap Value	$139	$434	$750	$1,646
	Small Cap Value Pro Forma Combined	$139	$434	$750	$1,646

These examples are for comparison purposes only and are not a representation of the Funds’ actual expenses and returns, either past or future.  Actual expenses may be greater or less than those shown above.

13

PERFORMANCE

The bar charts and tables below show each Merging Fund’s annual returns and long-term performance in comparison to the annual returns and long-term performance of the applicable Acquiring Fund.  The charts and tables provide some indication of the risks of investing in the Acquiring Funds.  The chart for each Fund shows how the performance of that Fund has varied from year to year.  The tables compare the performance of the applicable Fund over time to that of a widely recognized, unmanaged index of common stock prices.  An index does not reflect fees or expenses, and it is not possible to invest directly in an index.  A Fund’s past performance does not necessarily indicate how that Fund will perform in the future.

Important information about performance is also contained in management’s discussion of that Fund’s performance which appears in the Funds’ most recent Annual and Semi-Annual Reports.

The returns shown do not reflect fees and charges imposed under variable annuity and variable life insurance contracts through which an investment may be made.  If these fees and charges were included, they would reduce these returns.

 Global Fund è International Fund

Global Fund.  Annual total returns of the Class I shares of the Global Fund as of December 31 were as follows for each year shown:

2001:	-10.32%
2002:	-21.77%
2003:	41.24%
2004:	18.42%
2005:	13.97%
2006:	17.38%
2007:	5.77%
2008:	-38.14%
<r>2009:	22.59%	</r>
Best Calendar Quarter:	2Q 2003	20.02%
Worst Calendar Quarter:	3Q 2002	<r>-17.90%

</r><r></r>

The table below shows the average annual total returns as of December 31, <r>2009</r> for each share class of the Global Fund compared with the return of a market index.

	1 Year	5 Years	Since Inception
Class I Shares1	<r>22.59%	1.42%	2.53%
Class II Shares1	22.28%	1.17%	2.28%
MSCI World Index2	30.79%	2.57%	1.44%</r>

_______________________________________________________

1 Class II shares incepted on May 1, 2009.  Performance for Class II shares prior to inception is based on the performance of the Fund’s Class I shares, which incepted on October 31, 2000 and are not subject to a 12b-1 fee.  Historical performance for the Class I shares has been restated to take into account the 12b-1 fee charged on the Class II shares.

2 The MSCI World Index is a market capitalization-weighted index that measures the performance of stock markets in 23 developed countries and captures approximately 85% of the market cap of each country.

International Fund.  Annual total returns of the Class I shares of the International Fund as of December 31 were as follows for each year shown:

2001:	-18.46%
2002:	-7.98%
2003:	33.61%
2004:	20.48%
2005:	16.53%
2006:	24.19%
2007:	11.42%
2008:	-38.62%
<r>2009:	27.90%	</r>
Best Calendar Quarter:	<r>2Q 2009	22.70</r>%
Worst Calendar Quarter:	3Q 2002	-17.19%

<r></r>

14

The table below shows the average annual total return as of December 31, 2009 for each share class of the International Fund compared with the return of a market index.

	1 Year	5 Years	Since Inception
Class I Shares1	<r>-27.90%	4.83%	4.45%
Class II Shares1	27.59%	4.57%	4.19%
MSCI <r>EAFE</r> Index2	32.46%	4.02%	3.44%</r>

__________________________________________________________

1 Class II shares incepted on May 1, 2009.  Performance for Class II shares prior to inception is based on the performance of the Fund’s Class I shares, which incepted on October 31, 2000 and are not subject to a 12b-1 fee.  Historical performance for the Class I shares has been restated to take into account the 12b-1 fee charged on the Class II shares.

2 The MSCI EAFE (Europe, Australasia & Far East) Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada.

Mid Cap Growth Fund è Mid Cap Value Fund

Mid Cap Growth Fund.  Annual total returns of the Class I shares of the Mid Cap Growth Fund as of December 31 were as follows for each year shown:

2001:	-30.89%
2002:	-25.21%
2003:	33.41%
2004:	13.41%
2005:	8.75%
2006:	11.38%
2007:	8.44%
2008:	-46.89%
<r>2009:	47.28%	</r>
Best Calendar Quarter:	<r>2Q 2009	27.68</r>%
Worst Calendar Quarter:	4Q 2008	-32.68%

<r></r>

The table below shows the average annual total returns as of December 31, <r>2009</r> for each share class of the Mid Cap Growth Fund compared with the return of a market index.

	1 Year	5 Years		Since Inception
Class I Shares1	<r>47.28%	0.54%	-3.42%
Class II Shares1	46.93%	0.29%	-3.66%
Russell Midcap® Growth Index2	46.29%	2.40%	-0.70%</r>

_________________________________________________________________

1 Class II shares incepted on May 1, 2009.  Performance for Class II shares prior to inception is based on the performance of the Fund’s Class I shares, which incepted on October 31, 2000 and are not subject to a 12b-1 fee.  Historical performance for the Class I shares has been restated to take into account the 12b-1 fee charged on the Class II shares.

2 The Russell Midcap® Growth Index is a mid-cap market index which measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth rates.

Mid Cap Value Fund.  Annual total returns of the Class I shares of the Mid Cap Value Fund as of December 31 were as follows for each year shown:

2000:	23.85%
2001:	11.16%
2002:	-17.41%
2003:	31.21%
2004:	15.96%
2005:	10.32%
2006:	16.96%
2007:	0.25%
2008:	-36.45%
<r>2009:	25.67%	</r>
Best Calendar Quarter:	4Q 2001	20.98%
<r>Worst Calendar Quarter:	4Q 2008	-23.36</r>%

<r></r>

15

The table below shows the average annual total returns as of December 31, <r>2009</r> for each share class of the Mid Cap Value Fund compared with the return of a market index.

	1 Year	5 Years	Since Inception
Class I Shares1	<r>25.67%	0.65%	6.86%
Class II Shares1	25.36%	0.40%	6.60%
Russell Midcap® Value Index2	34.21%	1.98%	6.48%</r>

______________________________________________________

1 Class II shares incepted on May 1, 2009.  Performance for Class II shares prior to inception is based on the performance of the Fund’s Class I shares, which incepted on May 1, 1999 and are not subject to a 12b-1 fee.  Historical performance for the Class I shares has been restated to take into account the 12b-1 fee charged on the Class II shares.

2 The Russell Midcap® Value Index is a mid-cap market index which measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth rates.

Small Cap Growth Fund è Small Cap Value Fund

Small Cap Growth Fund.  Annual total returns of the Class I shares of the Small Cap Growth Fund as of December 31 were as follows for each year shown:

2008:	-43.41%
<r>2009:	17.18%	</r>
Best Calendar Quarter:	<r>3Q 2009	16.63</r>%
Worst Calendar Quarter:	4Q 2008	-29.41%

<r></r>

The table below shows the average annual total returns as of December 31, <r>2009</r> for each share class of the Small Cap Growth Fund compared with the return of a market index.

	1 Year	Since Inception
Class I Shares1	<r>17.18%	-14.17%
Class II Shares1	16.89%	-14.39%
Russell 2000® Growth Index2	34.47%	-6.26%</r>

_________________________________________________

1 Class II shares incepted on May 1, 2009.  Performance for Class II shares prior to inception is based on the performance of the Fund’s Class I shares, which incepted on May 1, 2007 and are not subject to a 12b-1 fee.  Historical performance for the Class I shares has been restated to take into account the 12b-1 fee charged on the Class II shares.

2 The Russell 2000® Growth Index is a small-cap market index which measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth rates.

Small Cap Value Fund.  Annual total returns of the Class I shares of the Small Cap Value Fund as of December 31 were as follows for each year shown:

2008:	-25.54%
<r>2009:	31.56%	</r>
<r>Best Calendar Quarter:	3Q 2009	21.55%
Worst Calendar Quarter:	4Q 2008	-23.32</r>%

The table below shows the average annual total returns as of December 31, <r>2009</r> for each share class of the Small Cap Value Fund compared with the return of a market index.

	1 Year	Since Inception
Class I Shares1	<r>31.56%	-4.46%
Class II Shares1	31.24%	-4.70%
Russell 2000® Value Index2	20.58%	-10.01%</r>

______________________________________________

1 Class II shares incepted on May 1, 2009.  Performance for Class II shares prior to inception is based on the performance of the Fund’s Class I shares, which incepted on May 1, 2007 and are not subject to a 12b-1 fee.  Historical performance for the Class I shares has been restated to take into account the 12b-1 fee charged on the Class II shares.

2 The Russell 2000® Value Index is a small-cap market index which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth rates.

PORTFOLIO MANAGEMENT

Investment Adviser.  Madison Asset Management, LLC (“MAM”) manages each Fund’s investments and business operations under the overall supervision of the Board of Trustees of the Ultra Series Fund.  MAM has the responsibility for making all investment decisions for the Funds.  MAM’s principal business address is 550 Science Drive, Madison, Wisconsin 53711.  MAM is registered as an investment adviser with the SEC and all of the firm’s voting shares are held by Madison Investment

16

Advisors, Inc. (“MIA”).  The Funds’ management agreement with MAM calls for each Fund to pay MAM a management fee at the following annual rates (reflected as a percentage of each Fund’s average daily net assets):

Merging Fund	Acquiring Fund
Global Fund: 0.95%	International Fund:  1.20%
Mid Cap Growth Fund:  0.85%	Mid  Cap Value Fund:    1.00%1
Small Cap Growth Fund:  1.10%	Small Cap Value Fund:  1.10%

      __________________________________________________

1As previously noted, upon consummation of the Mid Cap Reorganization, the Mid

 Cap Value Fund will reduce its management fee from 1.00% to 0.90%.

In addition to providing portfolio management services to each of the Funds, MAM also provides or arranges for the provision of substantially all other services required by the Funds.  Such services include all administrative, accounting and legal services, as well as the services of custodians, transfer agents and dividend disbursing agents.  The fees and expenses associated with these other services are reflected in the management fees paid to MAM.  No additional fees are due from the Funds for these services.  Fees and expenses not covered by this arrangement consist of the following:  extraordinary or non-recurring fees and expenses; fees and expenses of the Board of Trustees, the independent auditors and compliance; interest on borrowings; and taxes.   With regard to these other fees, MAM has contractually agreed to cap these fees for the Class I shares of each Fund until at least June 30, 2011 so as to maintain Fund expense levels for this share class at no more than the amount of such expenses incurred by each Fund’s Class I shares for the fiscal year ended December 31, 2008.

Subadvisers and Portfolio Managers.  MAM manages the assets of all of the Funds using a “manager of managers” approach under which MAM may manage some or all of the Funds’ assets and may allocate some or all of these assets among one or more specialist subadvisers.  MAM selects subadvisers based on a continuing quantitative and qualitative evaluation of their abilities in managing assets pursuant to a particular investment style.  While superior performance is the ultimate goal, short-term performance by itself is not a significant factor in selecting or terminating subadvisers.  MAM compensates each subadviser out of its own assets.  Even when MAM delegates its investment management authority to a subadviser, MAM remains responsible to the Funds for all decisions made by the applicable subadviser.  Additional information regarding each of the subadvisers and portfolio managers can be found in the Prospectus and SAI of the Funds.

Global Fund and International Fund.  With regard to the Global Fund, MAM has delegated its investment management authority to Mondrian Investment Partners Limited (“Mondrian”), 10 Gresham Street, London, EC2V 7JD.  Mondrian is based in London and is controlled by members of its management.  Mondrian has managed assets since the firm’s founding in 1990.  Mondrian is registered as an investment adviser with the SEC and is regulated in the United Kingdom by the Financial Services Authority.  Mondrian manages the Global Fund using a team approach, consisting of the following individuals:  Nigel May (Chief Investment Officer—Global Equities of Mondrian), Elizabeth Desmond, CFA (Chief Investment Officer—International Equities of Mondrian), Clive Gillmore (Chief Executive Officer of Mondrian), Brendan Baker (Senior Portfolio Manager of Mondrian), Andrew Porter, CFA (Portfolio Manager of Mondrian), and Jonathan Spread, CFA (Portfolio Manager of Mondrian).

With regard to the International Fund, MAM has delegated its investment management authority to Lazard Asset Management LLC (“Lazard”), 30 Rockefeller Plaza, 59th Floor, New York, New York 10112.  Lazard began managing separate account international equity portfolios in 1985. Lazard employs over 100 global investment professionals, with smaller teams responsible for portfolio construction. Lazard is a New York-based subsidiary of Lazard Frères & Co. LLC (“LF & Co.”), a New York limited liability company. Lazard provides its institutional and private clients with a wide variety of investment banking, brokerage management and related services. LF & Co. established Lazard as its investment management division and registered it with the SEC as an investment adviser on May 1, 1970. Investment management services are also provided by Lazard Asset Management Limited, based in London, Lazard Asset Management (Deutschland) GmbH, based in Frankfurt, Lazard Asset Management Italy, based in Milan, Lazard Japan Asset Management KK, based in Tokyo, and Lazard Asset Management Pacific Co., based in Sydney, all of which are controlled by Lazard. Investment research is undertaken on a global basis utilizing the global investment team members worldwide.  Lazard manages the International Fund using a team approach, consisting of the following individuals:  John Reinsberg (Deputy Chairman of Lazard), Michael Bennett, CPA (Managing Director of Lazard), Michael Fry (Managing Director of Lazard), and Michael Powers (Managing Director of Lazard).

After the Reorganization is consummated, MAM will continue to manage the International Fund and Lazard will continue to serve as the Fund’s subadviser.

Mid Cap Growth Fund and Mid Cap Value Fund.  MAM manages both the Mid Cap Growth Fund and the Mid Cap Value Fund without the use of a subadviser.  The Mid Cap Growth Fund is managed by Rich Eisinger (Portfolio Manager of MAM and Managing Director of MIA), while the Mid Cap Value Fund is managed by Livia Asher (Portfolio Manager of MAM).

17

After the Reorganization is consummated, MAM will continue to manage the Mid Cap Value Fund with Rich Eisinger and Matt Hayner (Portfolio Manager of MAM and Vice President of MIA) as the co-portfolio managers.

Small Cap Growth Fund and Small Cap Value Fund.  With regard to the Small Cap Growth Fund, MAM manages this Fund without the use of a subadviser.  The portfolio manager of the Fund is Ray DiBernardo, CFA (Portfolio Manager of MAM and Vice President of MIA).

For the Small Cap Value Fund, MAM has delegated its investment management authority to Wellington Management Company, LLP (“Wellington”), 75 State Street, Boston, Massachusetts 02109.  Wellington is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions.  Wellington and its predecessor organizations have provided investment advisory services for over 70 years. Timothy McCormack, CFA (Senior Vice President and Equity Portfolio Manager of Wellington), serves as the portfolio manager of the Fund.

After the Reorganization is consummated, MAM will continue to manage the Small Cap Value Fund and Wellington will continue to serve as the Fund’s subadviser.

Other Service Providers.   Mosaic Funds Distributor, LLC (“MFD”) acts as the principal distributor of Fund shares.  MFD’s principal business address is 550 Science Drive, Madison, Wisconsin 53711.  MFD is wholly owned subsidiary of MIA, which is affiliated with MAM.  CUNA Mutual Insurance Society, 2000 Heritage Way, Waverly, Iowa 50677, is the transfer agent and dividend disbursing agent for the Funds, and State Street Bank and Trust Company (“State Street”), 225 Franklin Street, Boston, Massachusetts 02100, provides the Funds with fund accounting and administration services.  State Street also serves as the Funds’ custodian.

REASONS FOR THE REORGANIZATIONS

The Board of Trustees of the Ultra Series Fund, at a meeting held on February 4, 2010, approved the Reorganizations as being in the best interests of the Merging Funds and their respective shareholders.  In approving the Reorganizations, the Board considered, among other things, (i) the similarities between the investment objectives, strategies and risks of each Merging Fund with that of each applicable Acquiring Fund; (iii) the costs of the Reorganizations, which will be borne by MAM and/or its affiliates; (iv) the relatively small size of each Merging Fund and the likelihood that it will not increase substantially in size in the foreseeable future; (v) as a result of each Reorganization, the shareholders of each Merging Fund will remain invested in an open-end portfolio with a substantially larger asset base; (vi) the continuity of shareholder servicing for Merging Fund shareholders who will become Acquiring Fund shareholders; <r></r>(vii) the <r>fact that shareholders of each Merging Fund will not experience any dilution in value of their investment as a result of the Reorganizations, and (viii) </r>the anticipated tax-free nature of the Reorganization<r>s</r>.

The Board also considered (x) for the Small Cap Reorganization, the fact that the Merging Fund’s expense ratio and management fee are the same as the Acquiring Fund; (y) for the Mid Cap Reorganization, while the Merging Fund’s expense ratio and management fee are lower than the Acquiring Fund, the Acquiring Fund’s management fee will be reduced upon consummation of the Reorganization making the fee more consistent with what other similar funds charge for these services; and (z) for the International Reorganization, while the Merging Fund’s management fee is lower than the Acquiring Fund, the Board satisfied itself that the higher fee of the Acquiring Fund is justified given that the Merging Fund consistently invested a portion of its portfolio in domestic securities as part of its investment strategy, which investments are typically subject to lower overall expenses than foreign and international securities.  As such, the higher fees paid by the Acquiring Fund compared with the Merging Fund reflect this important distinction between the two funds.  

The Board also took into account the generally better performance of each Merging Fund as compared to each Acquiring Fund over all time periods.  The Board also determined that since the value of Acquiring Fund shares to be received by each Merging Fund shareholder will be equal to the value of the Merging Fund shares surrendered in exchange therefor, shareholders of each Merging Fund will not experience any dilution in the value of their investment as a result of the Reorganization.

With regard to both the Small Cap and Mid Cap Reorganizations, the Board of Trustees also considered MAM’s view that there has been a convergence of growth and value investing to the point that it is difficult today to distinguish between the two.  In the analysis of companies, valuation methods such as intrinsic value analysis, price-to-book ratios, price-to-earnings ratios, and asset values were used previously to search for “value.”  But recently, many growth companies have sold at low valuations and have been purchased as “value” stocks.  Whether growth or value, the investment goal is to find companies that will continue to grow and expand, regardless of whether they are characterized as growth or value (i.e., even value companies want to grow their businesses). In fact, one of the primary value characteristics is the orderliness of growth.   Therefore, it is MAM’s view that the defining characteristics of growth companies and value companies have blurred in recent years, providing further justification of the proposed Small Cap and Mid Cap Reorganizations.

18

Furthermore, the Board considered MAM’s belief that optimizing its equity fund lineup, while still offering breadth and depth across asset classes, will make it easier for shareholders to differentiate between the funds offered through MAM and may increase the combined Funds’ prospects for increased sales and economies of scale (in terms of overall operating expenses per share on a pro forma basis).  The Board also considered MAM’s view that the Reorganizations represent the most effective use of investment resources and creates an environment with the best opportunity for successful long-term investing on behalf of shareholders.

Thus, when considering all of the above factors, the Board determined that the Reorganization of each Merging Fund into the respective Acquiring Fund would be in the best interests of each Merging Fund and its shareholders.

After discussion, and following a further review of the materials and the terms of each proposed Reorganization Plan, the Board of Trustees, including the independent trustees, approved each Reorganization and recommended its approval by the shareholders of the applicable Merging Fund.

INFORMATION ABOUT EACH REORGANIZATION

The following summary of each Reorganization is qualified in its entirety by reference to the Reorganization Plan, a copy of which is attached as Exhibit A to this Prospectus/Proxy Statement. The material terms of the Reorganization Plan for the International Reorganization, the Mid Cap Reorganization and the Small Cap Reorganization are identical.

Plans of Reorganization. The Reorganization Plan applicable to each Reorganization provides that each Acquiring Fund will acquire all the assets of the respective Merging Fund in exchange for Class I and Class II shares of the Acquiring Fund.  If approved by shareholders, each Reorganization is expected to be completed on or about May 1, 2010 (the “Closing Date”).

The value of the full and fractional shares of each Acquiring Fund share to be issued to shareholders of the related Merging Fund will equal the value of the shares of that Merging Fund outstanding immediately prior to the respective Reorganization.Portfolio securities of each Merging Fund will be valued in accordance with the valuation practices of that Merging Fund.

At the time of each Reorganization, the Merging Fund will pay all of its obligations and liabilities, and prior to the respective Reorganization, will issue a dividend to distribute to its shareholders any investment company taxable income (computed without regard to the deduction for dividends paid) and any net realized capital gains through the Closing Date not previously distributed (after reductions for any capital loss carryforward).Each Reorganization will be accounted for by the method of accounting commonly used by open-end investment companies.

On the Closing Date, each Merging Fund will liquidate and distribute pro rata to its shareholders as of the close of business on the business day immediately preceding the Closing Date (the “Valuation Date”) full and fractional shares of the respective Acquiring Fund at a total net asset value equal to the value of the shareholder’s shares of that Merging Fund computed as of the close of business on the Valuation Date.  This method of valuation is consistent with interpretations of Rule 22c-1 under the 1940 Act by the SEC's Division of Investment Management.  Such liquidation and distribution will be accomplished by the establishment of accounts on the share records of each Acquiring Fund, representing the respective pro rata number of full and fractional shares of that Acquiring Fund due shareholders of the respective Merging Fund.  Share certificates will not be issued in connection with the Reorganizations.

The consummation of each Reorganization Plan is subject to the conditions set forth therein, including the approval of each Reorganization Plan by the affirmative vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the respective Merging Fund.  The votes of the shareholders of the Acquiring Funds are not being solicited because their approval or consent is not necessary for the Reorganizations.  <r>Please note that no Reorganization is contingent upon any other Reorganization occurring.</r>

Tax Opinions.  Both Funds involved in a Reorganization shall have received an opinion of counsel, addressed to the applicable Funds and in form and substance satisfactory to each Fund, as to certain of the federal income tax consequences of the Reorganization under the Internal Revenue Code of 1986, as amended (the “Code”), to the applicable Merging Fund and Acquiring Fund, and their respective shareholders.   For purposes of rendering its opinion, counsel has assumed that each shareholder’s policy or contract is treated as a variable annuity for federal income tax purposes.  With respect to each Reorganization, counsel will opine, based on the facts and assumptions stated in the applicable legal opinion, that for federal income tax purposes:

1.   Neither the Merging Fund nor the respective Acquiring Fund will recognize any gain or loss upon the transfer of the assets of the Merging Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund, and, in the case of the Merging Fund, upon the distribution (whether actual or constructive) of shares of the Acquiring Fund to shareholders of the Merging Fund in exchange for their shares of the Merging Fund;

19

2.   The shareholders of the Merging Fund who receive shares of the respective Acquiring Fund pursuant to the Reorganization will not recognize any gain or loss upon the exchange (whether actual or constructive) of their shares of the Merging Fund for shares of the Acquiring Fund (including any share interests they are deemed to have received) pursuant to the Reorganization;

3.   The tax basis of shares of the Acquiring Fund received by shareholders of the respective Merging Fund will be the same as the tax basis of the shares of the Merging Fund surrendered in the exchange; and the holding period of shares of the Acquiring Fund received by each shareholder of the Merging Fund will include the period during which the shares of the Merging Fund exchanged therefor were held by such shareholders, provided the shares of the Merging Fund were held as a capital asset on the date of the Reorganization; and

4.   The tax basis of the Merging Fund's assets acquired by the respective Acquiring Fund will be the same as the tax basis of such assets to the Merging Fund immediately prior to the Reorganization, and the holding period of the assets of the Merging Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Merging Fund.

Federal Income Tax Consequences.  Each Reorganization is intended to be a tax-free reorganization pursuant to Section 368(a)(1)(C) and Section 368(a)(1)(D) of the Code, as applicable.  Opinions of Counsel are not binding on the Internal Revenue Service or the courts. If a Reorganization is consummated but does not qualify as a tax-free reorganization under the Code, the consequences described above would not be applicable, and shareholders could recognize a gain or loss on the transaction.  For additional information concerning federal tax consequences to purchasers of variable contracts or life insurance policies, see the prospectuses for the contracts or policies.

Effect of the Reorganizations on Capital Loss Carryforwards. The following tables provide information regarding the capital loss carryforwards as of December 31, <r>2009,</r> for the Funds.  All capital loss carryforwards shown in the following table expire on December 31, <r>2016 and December 31, 2017.

Merging Fund	Capital Loss Carryforwards	Acquiring Fund	Capital Loss Carryforwards
Global Fund	$7,747,279	International Fund	$21,420,093
Mid Cap Growth	$104,464,787	Mid Cap Value	$69,793,825
Small Cap Growth	$3,011,399	Small Cap Value	$942,036

</r><r></r>

If a Reorganization is not consummated, the loss carryforwards of each related Fund should be available to offset any net realized capital gains of that Fund through the expiration date in 2017.  It is anticipated that no distributions of net realized capital gains would be made by any Fund until the capital loss carryforwards expire or are offset by net realized capital gains.

If a Reorganization is consummated, the applicable Acquiring Fund will be constrained in the extent to which it can use the capital loss carryforwards of the related Merging Fund because of limitations imposed by the Code on the occurrence of an ownership change.  Each Acquiring Fund should be able to use each calendar year a capital loss carryforward in an amount equal to the net asset value of the related Merging Fund on the Closing Date multiplied by a long-term tax-exempt rate calculated by the Internal Revenue Service.  If the amount of such a loss is not used in one year, it may be added to the amount available for use in the next year. For 2010, the amount of capital loss carryforwards that may be used under the formula will be further reduced to reflect the number of days remaining in the year following the Closing Date, which is currently anticipated to be on or about May 1, 2010.

Accounting Treatment.  The International Fund will be both the legal and accounting survivor in the International Reorganization.  <r></r><r>The same is true of the Small Cap Reorganization, where the Small Cap Value Fund will be both the legal and accounting survivor.  This means that the surviving fund in the International Reorganization and the surviving fund in the Small Cap Reorganization will have the historical financial statements and performance, as well as the fees, contractual obligations and charter restrictions/provisions of the International Fund and the Small Cap Value Fund, respectively.  For shareholders voting on the International Reorganization, it is important to note that the management fee of the International Fund is higher than the management fee of the Global Fund (1.20% versus 0.95%).  The management fees of the two funds involved in the Small Cap Merger are the same (1.10%).

With </r>regard to the Mid Cap Reorganization, while the Mid Cap Value Fund will be the legal survivor, the Mid Cap Growth Fund will be the accounting survivor.  <r>This means that </r>the historical financial statements and performance of the Mid Cap Growth Fund will <r>carry forward as the historical financials and performance of the surviving fund, but the fees, contractual obligations and charter restrictions/provisions of the Mid Cap Value Fund will apply to the surviving fund post-Reorganization.  Note, however, that with regard to the surviving fund’s fees, effective upon consummation of the Mid Cap Reorganization, the management fee will be reduced from 1.00% to 0.90% (which is higher than the management fee for the Mid Cap Growth Fund currently).</r>

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For tax purposes, the surviving Funds will be the International Fund, the Small Cap Value Fund, and the Mid Cap Growth Fund.

Description of Acquiring Fund Shares. In accordance with the procedures under each Reorganization Plan as described above, each shareholder of the Merging Fund will receive that number of full and fractional Class I and Class II shares of the respective Acquiring Fund equal in value at the Valuation Date to the value of the shares of the Merging Fund then held by such shareholder.  Each share will be fully paid and non-assessable when issued and transferable without restrictions and will have no preemptive or conversion rights.

The shares of each Acquiring Fund are sold at NAV without any front-end or deferred sales charges, and while the Class I shares of each Acquiring Fund are not subject to distribution-related or shareholder-servicing related fees, the Class II shares are subject to such a fee (at the annual rate of 0.25%).  Because each transfer will be effected at NAV without the imposition of a sales charge, the shareholders of each Merging Fund will receive Class I or Class II shares of the respective Acquiring Fund without paying any front-end sales charge or a contingent deferred sales charge as a result of the applicable Reorganization.

After a Reorganization, to the extent that your policy remains invested in Class I or Class II shares of a Acquiring Fund, the value of your policy interest will depend on the performance of that Acquiring Fund, rather than that of the respective Merging Fund.

Following the Reorganizations, the shares of the Acquiring Funds will be sold only to insurance companies for allocation to their separate accounts to fund the benefits under variable annuity contracts and variable life insurance policies issued by such companies, and to certain pension or retirement plans that are qualified plans under federal tax law. The interest of a policy or contract owner or plan participant in the shares will be subject to the terms of the particular annuity or life insurance policy or plan, and is described in the prospectus for the applicable policy or contract, or the plan documents.

Expenses.   After the consummation of the Small Cap Reorganization, the total operating expenses of the Acquiring Fund, as a percent of net assets, are estimated to be the same as the current operating expenses of the Merging Fund, while the Mid Cap and International Reorganizations will result in total operating expenses of the Acquiring Fund, as a percent of net assets, being higher than the current operating expenses of the applicable Merging Fund.

As a condition of the Mid Cap Reorganization, MAM agreed to reduce the management fee of the Acquiring Fund from 1.00% to 0.90% to reflect the economies of scale that are expected to be achieved as a result of the Reorganization.  The Board reviewed the relative expenses of the two Funds involved in the Mid Cap Reorganization and considered that, because of the similarity of investment strategies, the Merging Fund’s management fee, by itself, was relatively low and that of the Acquiring Fund, by itself, was relatively high.  Therefore, although the management fee of the combined fund will be slightly higher than that of the Merging Fund, the management fee of the combined fund reflects an appropriate level for funds pursuing the mid cap investment strategies followed by surviving fund. 

With regard to the International Reorganization, the Board recognized that the Merging Fund’s management fee reflected the fact that a portion of the fund is invested in domestic securities that typically incur lower management fees than foreign and international securities.  As a result, the management fee of the Acquiring Fund is appropriately higher than that of the Merging Fund.

Capitalization.  The Merging Funds and the Acquiring Funds are each a separate series of shares of the Ultra Series Fund.  Beneficial interests in the Ultra Series Fund are represented by an indefinite number of shares of common stock, par value $0.01 per share.  The Declaration of Trust of the Funds permits the Board to allocate shares into classes or series, with rights determined by the Board, without shareholder approval.

The following tables show the capitalization of each Merging Fund and the respective Acquiring Fund as of December 31, 2009, and on a pro forma basis giving effect to the proposed Reorganizations.

 Global Fund èInternational Fund

<r>
Capitalization	Global (Merging Fund)		International (Acquiring Fund)		Pro Forma Adjustments	International Pro Forma  Combined
Class I Net Assets	$32,905,563		$77,996,805			$110,902,368
Class I Shares Outstanding1	4,673,781		8,187,365		(1,221,166)	11,639,980
Class I Net Asset Value per Share	$7.04		$9.53			$9.53
Class II Net Assets	$713,343		$3,962,446			$4,675,789
Class II Shares Outstanding1	101,316		415,900		(26,472)	490,744
Class II Net Asset Value per Share		$7.04		$9.53			$9.53

1 The correlating Global Fund classes will be exchanged for the International Fund classes at the International Fund’s ending NAV.</r>

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Mid Cap Growth Fund  è Mid Cap Value Fund

<r>

Capitalization	Mid Cap Growth (Merging Fund)	Mid Cap Value (Acquiring Fund)	Pro Forma Adjustments	Mid Cap Value Pro  Forma  Combined
Class I Net Assets	$229,395,587	$179,516,382		$408,911,969
Class I Shares Outstanding1	51,693,351	15,173,978	(32,291,958)	$34,575,371
Class I Net Asset Value per Share	$4.44	$11.83		$11.83
Class II Net Assets	$1,744,726	$3,068,368		4,813,094
Class II Shares Outstanding1	393,799	259,343	(246,332)	406,810
Class II Net Asset Value per Share	$4.43	$11.83		$11.83

1 The correlating Mid Cap Growth Fund classes will be exchanged for the Mid Cap Value Fund classes at the Mid Cap Value Fund’s ending NAV.</r>

Small Cap Growth Fund  è Small Cap Value Fund

<r>

Capitalization	Small Cap Growth (Merging Fund)	Small Cap Value (Acquiring Fund)	Pro Forma Adjustments	Small Cap Value Pro  Forma  Combined
Class I Net Assets	$4,556,187	$7,988,660		$12,544,847
Class I Shares Outstanding1	690,858	935,793	(157,347)	$1,468,902
Class I Net Asset Value per Share	$6.59	$8.54		$8.54
Class II Net Assets	$7,209	$616,356		623,565
Class II Shares Outstanding1	1,095	72,195	(251)	73,039
Class II Net Asset Value per Share	$6.58	$8.54		$8.54

1 The correlating Small Cap Growth Fund classes will be exchanged for the Small Cap Value Fund classes at the Small Cap Value Fund’s ending NAV.</r>

SHAREHOLDER INFORMATION

The discussion in this section reflects information that applies equally to the Acquiring Funds and the Merging Funds.

Share Classes.  Each Fund offers two classes of shares:  Class I and Class II.  Pursuant to the terms of each Reorganization Plan, Class I shares of each Acquiring Fund will be issued in exchange for the assets attributable to the Class I shares of the applicable Merging Fund, and Class II shares of each Acquiring Fund will be issued in exchange for the assets attributable to the Class II shares of the applicable Merging Fund.

Purchase, Exchange and Redemption of Shares.  Both classes of shares are offered, without sales charge, for purchase to CUNA Mutual for allocation to its separate accounts (collectively, the “Variable Accounts”) to fund the benefits under the policies issued by CUNA Mutual, and Class I shares are also offered, without sales charge, to certain of CUNA Mutual’s pension plans (collectively, the “CMIS Plans”).  Shares are purchased by the Variable Accounts and the CMIS Plans at the net asset value (“NAV”) of the Fund next determined after the Trust receives the purchase payment in proper form.  The shares of each Fund are continuously offered at a price equal to the NAV per share.  Initial and subsequent payments allocated to a Fund are subject to the limits in the applicable policies issued by CUNA Mutual as well as the terms of the CMIS Plans.

It is conceivable that in the future, it may be disadvantageous for both annuity Variable Accounts and life insurance Variable Accounts, or for Variable Accounts of different insurance companies (besides just CUNA Mutual), to invest simultaneously in a Fund, although currently neither CUNA Mutual nor the Funds foresee any such disadvantages to either variable annuity or variable life insurance policy owners of any insurance company.  The Board intends to monitor events in order to identify any material conflicts between such policy owners and to determine what action, if any, should be taken in response thereto.

Redemptions are processed on any day on which the Funds are open for business (each day the New York Stock Exchange ("NYSE") is open), and are effected at the applicable Fund’s NAV next computed after the Trust receives a redemption request in proper form.  Payment for redeemed shares will be made promptly, but in no event later than seven days after receiving a

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redemption request.  Each Fund reserves the right to suspend or postpone redemptions during any period when: (a) trading on the NYSE is restricted, as determined by the SEC, or the NYSE is closed all day for other than customary weekend and holiday closings; (b) the SEC has granted an order to the Fund permitting such suspension; or (c) an emergency, as determined by the SEC, exists, making disposal of portfolio securities or valuation of net assets of the Fund not reasonably practicable.  The amount received upon redemption of the shares of a Fund may be more or less than the amount paid for the shares, depending upon the fluctuations in the market value of the assets owned by that Fund.

Exchange requests are accepted on any day on which the Funds are open for business (each day the NYSE is open), and are effected at the applicable Fund’s NAV next computed after the Trust receives the exchange request in acceptable form. The Funds reserve the right to terminate or modify the exchange privilege with 60 days’ written notice. The policy prospectus indicates whether CUNA Mutual charges any fees for moving a shareholder’s assets from one investment option to another.  No fees for exchanges are charged by the Funds.

Distribution and Service Plan.  The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”) on behalf of the Class II shares.  The 12b-1 Plan authorizes the Trust, with respect to the Class II shares of each Fund, to make payments to the Funds’ principal distributor, MFD, in connection with the distribution and servicing of the Class II shareholders at an annual rate of 0.25% of each Fund’s average daily net assets attributable to its Class II shares.  In return for compensation under the 12b-1 Plan, MFD carries out activities primarily intended to result in the sale of Class II shares or the servicing of Class II shareholders.  MFD may also pass through all or a portion of the distribution and service fee to broker-dealers or others who distribute Class II shares and/or service Class II shareholders.  MFD and/or MAM may also make payments from their own resources to brokers, financial advisors, or others for selling Class II shares or servicing Class II shareholders.

The 12b-1 Plan is a compensation plan, which pays MFD the distribution and service fee without regard to the expense MFD has incurred to provide distribution and shareholder servicing services.  It is, therefore, possible that MFD may realize a profit in a particular year as a result of these payments. MFD must, however, report to the Board on how it has spent the amount received.  The Trust will not pay more than the maximum amount allowed under the 12b-1 Plan, and shall not exceed the amount permitted to be paid under the rules of Financial Industry Regulatory Authority, Inc.  In the event that the distribution and service fee payable to MFD is less than the amount of expenses MFD incurs under the 12b-1 Plan in any fiscal year, MFD may carry these expenses forward, provided, however, that the Board may terminate the 12b-1 Plan and thus the Trust’s obligation to make further payments at any time.

How Shares are Priced.The price of shares is based on the applicable Fund’s NAV.  The NAV is computed by adding the value of the Fund’s securities holdings plus other assets, subtracting liabilities, and then dividing the result by the number of shares outstanding.  Each Fund’s NAV is calculated as of the close of each business day, which coincides with the closing of the regular session of the NYSE (generally 3:00 p.m., Central Time). Each Fund is open for business each day the NYSE is open.

Equity securities and exchange-traded funds (“ETFs”) listed on any U.S. or foreign stock exchange or quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) are valued at the last quoted sale price or official closing price on that exchange or NASDAQ on the valuation day (provided that, for securities traded on NASDAQ, the funds utilize the NASDAQ Official Closing Price).  If no sale occurs, (a) equities traded on a U.S. exchange or on NASDAQ are valued at the mean between the closing bid and closing asked prices, and (b) equity securities traded on a foreign exchange are valued at the official bid price.  Debt securities purchased with a remaining maturity of 61 days or more are valued by a pricing service selected by the Trust or on the basis of dealer-supplied quotations.  Investments in shares of open-ended mutual funds, including money market funds, are valued at their daily NAV which is calculated as of the close of regular trading (usually 3:00 p.m., Central Time) on each day on which the NYSE is open for business.  Short-term instruments having maturities of 60 days or less are valued on an amortized cost basis, which approximates market value.

Over-the-counter securities not quoted or traded on NASDAQ are valued at the last sale price on the valuation day.  If no sale occurs on the valuation day, an over-the-counter security is valued at the mean between the last bid and asked prices.  Over-the-counter options are valued based upon prices provided by market makers in such securities or dealers in such currencies.  Exchange-traded options are valued at the last sale or bid price on the exchange where such option contract is principally traded.  Financial futures contracts generally are valued at the settlement price established by the exchange(s) on which the contracts are primarily traded.  The Trust’s Valuation Committee estimates the fair value of futures positions affected by the daily limit by using its valuation procedures for determining fair value, when necessary.  Spot and forward foreign currency exchange contracts are valued based on quotations supplied by dealers in such contracts.  Overnight repurchase agreements are valued at cost, and term repurchase agreements (i.e., those whose maturity exceeds seven days), swaps, caps, collars and floors are valued at the average of the closing bids obtained daily from at least one dealer.

The value of all assets and liabilities expressed in foreign currencies are converted into U.S. dollar values using the then-current exchange rate.

23

All other securities for which either quotations are not readily available, no other sales have occurred, or in MAM’s opinion, do not reflect the current market value, are appraised at their fair values as determined in good faith by the Valuation Committee and under the general supervision of the Board.  When fair value pricing of securities is employed, the prices of securities used by the Funds to calculate NAV may differ from market quotations or official closing prices.

A Fund’s investments will be valued at fair value if, in the judgment of the Valuation Committee, an event impacting the value of an investment occurred between the closing time of a security’s primary market or exchange (for example, a foreign exchange or market) and the time the Fund’s share price is calculated.  Significant events may include, but are not limited to, the following:  (1) significant fluctuations in domestic markets, foreign markets or foreign currencies; (2) occurrences not directly tied to the securities markets such as natural disasters, armed conflicts or significant government actions; and (3) major announcements affecting a single issuer or an entire market or market sector.  In responding to a significant event, the Valuation Committee would determine the fair value of affected securities considering factors including, but not limited to:  fundamental analytical data relating to the investment; the nature and duration of any restrictions on the disposition of the investment; and the forces influencing the market(s) in which the investment is purchased or sold.  The Valuation Committee may rely on an independent fair valuation service to adjust the valuations of foreign equity securities based on specific market-movement parameters established by the Valuation Committee and approved by the Board.

Market Timing Policy.  The Trust has a policy of making reasonable efforts to deter frequent purchases and redemptions of large amounts of shares of any Fund that may disrupt orderly management of the Fund’s investment portfolio (“disruptive trading”).  As investment vehicles for variable contracts and qualified pension and retirement plans, which are designed as long-term investments, the Funds are not appropriate for frequent trading or other trading strategies that entail rapid or frequent investment and disinvestment with regard to any Fund or market sector.  Such practices often disrupt the orderly management of a Fund’s investment portfolio by, among other things (1) requiring more than optimal amounts of assets to be invested in money market instruments or other very liquid holdings; (2) necessitating premature liquidation of certain investments at unfavorable prices; or (3) increasing brokerage commissions and other portfolio transaction expenses.

Likewise, exploiting potential uncertainty about the value of certain portfolio investments when a Fund calculates its NAV often dilutes that value of investments held by long-term investors. In addition, such practices may give rise to irreconcilable conflicts of interest between owners of different types of variable contracts and plan participants, or otherwise cause the Trust to breach participation agreements.

The Trust’s Board has adopted policies and procedures reasonably designed to detect and deter disruptive trading. The Trust’s policies include: (1) a policy of not knowingly accommodating variable contract owner and plan participant transactions that result in disruptive trading; (2) a policy of applying any future restrictions on the volume or number of purchases of Fund shares uniformly to all accounts and plans without exception; and (3) a policy permitting procedures to vary among Funds provided that procedures related to restrictions on the volume or number of purchases of shares for a particular Fund apply uniformly to all accounts and plans investing in the Funds. At the current time, the procedures do not include specific restrictions on the volume or number of purchases of any Fund’s shares.

In addition to the above, to combat dilution of the value of long-term shareholders’ interests in a Fund, the Trust’s Board of Trustees has adopted policies and procedures for the Funds to employ fair valuation procedures on the securities the Trust holds in its portfolios.

Except as set forth below, currently, the only shareholders of the Trust are the Variable Accounts and the CMIS Plans. Because CUNA Mutual and certain of its affiliates funded certain series of the Trust upon organization of such series, these companies each own shares of the Trust as well.  Although each Variable Account and CMIS Plan typically makes either one purchase or redemption of shares of each Fund each day, the Trust does not consider such transactions disruptive to a Fund unless they are large in relation to the Fund’s size and not the random result of net transactions in a Variable Account or CMIS Plan. However, the Trust considers large purchases or redemptions of shares resulting from persons engaging in: (1) “frequent trading,” (2) attempted arbitrage based on the potential for uncertainty in the value of certain portfolio investments at the time the Fund computes its NAV, or (3) other trading strategies that entail rapid or frequent transfers of contract value from one subaccount of a Variable Account to another or from one investment option in a CMIS Plan to another, to be disruptive trading and will take appropriate action to deter such trading, including adoption of specific procedures appropriate to the circumstances.  Because any disruptive trading would occur in the Variable Accounts or the CMIS Plans, the Trust has adopted, as its own, the disruptive trading policy of CUNA Mutual for the Variable Accounts and the CMIS Plans. The policy provides for CUNA Mutual to monitor individual contract value transfer patterns and individual participant transaction patterns, to identify those that exceed certain frequency and/or amount thresholds that, in the past, have been indicators of potential disruptive trading. The monitoring process generates reports regarding such transactions that CUNA Mutual examines to determine if disruptive trading has taken place.  CUNA Mutual applies the policies and procedures for each Variable Account uniformly to all variable contracts issued through that Variable Account.  Likewise, CUNA Mutual applies its policies and procedures for each CMIS Plan uniformly to all participants in that CMIS Plan.

24

In addition to adopting procedures, the Trust may take other actions to stop disruptive trading such as ceasing sales of additional shares of one or more Funds to a Variable Account or a CMIS Plan.  In such an event, all other owners of contracts issued through that Variable Account or participants in that CMIS Plan would be disadvantaged.  Because actions taken to deter disruptive trading may be particular to the Variable Account or CMIS Plan in question, the Trust may not take such action on a uniform basis for all Variable Accounts or CMIS Plans.

Although the Trust will endeavor to ensure that each CUNA Mutual can and does identify and deter disruptive tradingby its variable contract owners or participants, the Trust cannot be certain that any particular control will operate to deter all activity that can result in disruptive trading. Therefore, an investment in any of the Funds is subject to the risks of disruptive trading.

<r>Portfolio Holdings Disclosure Policy.  The Funds may make selective disclosure of portfolio information to various service providers.  For more information on these disclosures, please refer to the SAI which is incorporated herein by reference.

Financial Intermediary Compensation.  The Funds make payments to CUNA Mutual under the 12b-1 Plan to incent CUNA Mutual and its representatives/financial advisors to provide certain shareholder services to Fund shareholders.  These payments may create a conflict of interest by influencing CUNA Mutual to recommend the Funds over another investment.  Ask your financial advisor or visit your financial advisor’s website for more information.</r>

Dividends and Distributions. It is the intention of each Fund to distribute substantially all of its net investment income, if any on an annual basis. For dividend purposes, net investment income of a Fund consists of all interest income and dividends declared on investments, less expenses. All net realized capital gains, if any, of each Fund are declared and distributed periodically, no less frequently than annually.  All dividends and distributions are reinvested in additional Fund shares at NAV (rather than paid out in cash).

Taxes.   As a “regulated investment company” under the provisions of Subchapter M of the Code, the Funds are not subject to federal income tax, nor to the federal excise tax imposed by the Tax Reform Act of 1986, to the extent that they distribute their respective net investment income and realized capital gains.  Each Fund intends to distribute its net investment income and realized capital gains to the extent necessary to remain qualified as a regulated investment company.  Each Fund also intends to comply with the diversification requirements of section 817 of the Code relating to the tax-deferred status of variable accounts that are based on insurance company separate accounts.  For information concerning the federal tax consequences to purchasers of the variable annuity or variable life insurance policies issued by CUNA Mutual, see the prospectuses for the policies.

 INFORMATION ON SHAREHOLDER RIGHTS

Each Merging Fund is a separate series of Ultra Series Fund, an open-end management investment company registered with the SEC under the 1940 Act that is organized as a Massachusetts business trust.  Each Acquiring Fund is also a series of Ultra Series Fund.  Accordingly, the rights of shareholders of each Merging Fund are identical to the rights of shareholders of each Acquiring Fund.

The following provides a brief summary of certain aspects of the organizational documents of the Funds and is not a complete description of those documents or applicable law. For more complete information, shareholders should refer directly to the provisions of the Declaration of Trust and By-Laws of the Funds and Massachusetts law.

Shares of Beneficial Interest.   Each Fund is a series of the Trust which offers two share classes for sale (Class I and Class II).  The shares of each class of each Fund represent an equal proportionate interest in the aggregate net assets attributable to that class of that Fund.  Holders of Class I and Class II shares have certain exclusive voting rights on matters relating to their respective shares.  The different classes of a Fund may bear different expenses relating to the cost of holding shareholder meetings necessitated by the exclusive voting rights of any class of shares.  Dividends paid by each Fund, if any, with respect to each class of shares will be calculated in the same manner, at the same time and on the same day and will be in the same amount, except for differences resulting from the fact that: (i) the distribution and service fees relating to Class II shares will be borne exclusively by that class; and (ii) each class of shares will bear any other class expenses properly allocable to such class of shares, subject to the requirements imposed by the Internal Revenue Service on funds having a multiple-class structure.  Similarly, the NAV per share may vary depending on the share class purchased.

In the event of liquidation, shareholders of each class of each fund are entitled to share pro rata in the net assets of the class of the Fund available for distribution to these shareholders.  Shares entitle their holders to one vote per dollar value of shares, and have no preemptive, subscription or conversion rights.  When issued, shares are fully paid and non-assessable.

Share certificates will not be issued.

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Voting Rights.  Pursuant to current interpretations of the 1940 Act, CUNA Mutual will solicit voting instructions from owners of variable annuity or variable life insurance contracts issued by it with respect to any matters that are presented to a vote of shareholders.  Insurance companies not affiliated with the CUNA Mutual will generally follow similar procedures.  On any matter submitted to a vote of shareholders, all shares of the Trust then issued and outstanding and entitled to vote are required to be voted in the aggregate and not by series or class, except for matters concerning only a series or class.  Certain matters approved by a vote of the shareholders of the Trust may not be binding on a series or class whose shareholders have not approved such matter.  This is the case if the matter affects interests of that series or class which are not identical with the interests of all other series and classes, such as a change in investment policy or approval of an investment adviser, and failure by the holders of a majority of the outstanding voting securities of the series or class to approve the matter.  The holders of each share of each series or class of stock of the Trust are entitled to one vote for each full dollar of NAV and a fractional vote for each fractional dollar of NAV attributed to the shareholder.

The Trust is not required to hold annual meetings of shareholders and does not plan to do so.  The Board may call special meetings of shareholders for action by shareholder vote as may be required by the 1940 Act or the Declaration of Trust.  The Board has the power to alter the number and the terms of office of the trustees, and may lengthen their own terms or make their terms of unlimited duration and appoint their successors, provided always at least a majority of the trustees have been elected by the shareholders of the Trust.  The Declaration of Trust provides that shareholders may remove trustees by a vote of two-thirds of the outstanding shares (by NAV) and the Declaration of Trust sets out procedures to be followed.

Limitation of Shareholder Liability.  Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust.   However, the Declaration of Trust provides that no shareholder shall be subject to any personal liability in connection with Trust property or the affairs of the Trust.  It also requires the Trust to indemnify and hold each shareholder harmless from and against all claims and liabilities to which a shareholder may become subject by reason of being or having been a shareholder, and shall reimburse such shareholder for all legal and other expenses reasonably incurred by her or him in connection with any such claim or liability.  Additionally, the Board must maintain insurance for the protection of, among other things, the shareholders in such amount as the Board shall deem adequate to cover all foreseeable tort liability to the extent such insurance is available at reasonable rates. Therefore, the risk of a shareholder’s incurring financial loss on account of shareholder liability is generally limited to circumstances in which the Trust and/or its insurance carrier(s) would be unable to meet these obligations.

Limitation of Trustee and Officer Liability.  The Declaration of Trust further provides that the Trust shall indemnify each of its trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such trustee or officer, directly or indirectly, by reason of being or having been a trustee or officer of the Trust.  The Declaration of Trust does not authorize the Trust to indemnify any trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

Limitation of Interseries Liability.  All persons dealing with a fund must look solely to the property of that particular Fund for the enforcement of any claims against that Fund, as neither the trustees, officers, agents nor shareholders assume any personal liability for obligations entered into on behalf of a Fund or the Trust.  No Fund is liable for the obligations of any other Fund.

GENERAL INFORMATION ABOUT THE FUNDS

Additional information about each Fund is contained in the Prospectus and SAI for the Funds.  You may obtain additional copies of the Prospectus and SAI, or copies of this Prospectus/Proxy Statement and the Reorganization SAI, or copies of the Funds’ Semi-Annual and Annual Reports, by calling 800-670-3600 toll free or writing to the Funds’ at 550 Science Drive, Madison, WI 53711.

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, files proxy materials, reports, and other information with the SEC.  These reports and other information can be inspected and copied at the public reference facilities maintained by the SEC in Washington, D.C. 20549 (for information on the operation of the SEC’s Public Reference Room, call 1-202-551-8090).You may request documents by mail from the SEC, upon payment of a duplication fee, by writing to: Securities and Exchange Commission, Public Reference Section, 100 F Street, NE, Washington, DC 20549-1520. You may also obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address:  publicinfo@sec.gov.  Alternatively, copies of any of these documents may be obtained without charge on the EDGAR database on the SEC’s internet site at http://www.sec.gov.

FINANCIAL STATEMENTS

The Funds’ Annual Report to Shareholders for the period ended December 31, <r>2009,</r> as well as the financial statements and financial highlights for the periods indicated therein, have been incorporated by reference herein in reliance upon the reports of

26

Deloitte & Touché LLP, independent accountants to each Fund, incorporated by reference herein, and upon the authority of such firm as experts in accounting and auditing.

VOTING INFORMATION

Solicitation of Voting Instructions.  Voting instructions are being solicited by mail.  Additional solicitations may be made by telephone or facsimile by officers and employees of MAM and/or its affiliates, none of whom will be separately compensated for such activities.  The cost of solicitation will be borne by MAM, CUNA Mutual and/or their affiliates, but not by the Funds.  You may provide voting instructions by completing the enclosed voting instruction form.

Quorum. With respect to each Merging Fund, the holders of a majority of the issued and outstanding shares of that Merging Fund entitled to vote, represented in person or by proxy, constitute a quorum at the Meeting.  Shares of a Merging Fund held by shareholders present in person or represented by proxy at the Meeting will be counted both for the purposes of determining the presence of a quorum of that Merging Fund and for calculating the votes cast on the issues before the Meeting related to that Merging Fund.

Adjournment and/or Postponements.   In the event that a quorum is not present at the Meeting with respect to any Merging Fund, the shareholders of that Merging Fund present or represented by proxy at the Meeting may adjourn the Meeting from time to time until a quorum is present.  Any such adjournment will require the affirmative vote of a majority of those shares of the applicable Merging Fund represented at the Meeting in person or by proxy.  In the event that a quorum is present but sufficient votes to approve the respective proposal described in this Prospectus/Proxy Statement are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of the proxy proposal.  If a quorum is present, and an adjournment is proposed, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proxy proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proxy proposal against any such adjournment.  A shareholder vote may be taken prior to adjournment of the Meeting on the applicable proxy proposal in this Prospectus/Proxy Statement if sufficient votes have been received and it is otherwise appropriate.

Vote Required.  If a quorum is present at the Meeting, the affirmative vote of “a majority of the outstanding voting securities,” as defined in the 1940 Act, of each Merging Fund eligible to vote on the proxy proposal is required for approval of the applicable Reorganization Plan. This means that the proxy proposal must be approved by the lesser of:

1.   67% or more of the shares of that Merging Fund entitled to vote and present at the Meeting, if the holders of more than 50% of the outstanding sharesentitled to vote are present in person or represented by proxy, or

2.   more than 50% of the outstanding shares of that Merging Fund entitled to vote.

Method of Voting. In addition to voting in person at the Meeting, shareholders may also vote by marking, signing, dating and mailing the proxy card received with this Prospectus/Proxy Statement.  Shareholders may also vote by Internet or telephone by following the instructions on the proxy card received with this Prospectus/Proxy Statement. Timely, properly executed proxies will be voted as instructed by shareholders, and will be voted “FOR” the applicable proposal if the proxy contains no voting instructions.

Revocation.  A shareholder may revoke his or her proxy at any time before it is exercised by: (1) delivering written notice of revocation addressed to the Secretary of the Ultra Series Fund prior to the Meeting, (2) submitting, prior to the Meeting, a properly-executed proxy bearing a later date, or (3) attending and voting in person at the Meeting and giving oral notice of revocation to the Chairman of the Meeting.  However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.

Abstentions and Broker Non-Votes.  Proxies that reflect abstentions and “broker non-votes” will be counted as shares of the applicable Merging Fund that are present and entitled to vote for purposes of determining the presence of a quorum but do not represent votes cast with respect to a proposal. “Broker non-votes” are shares held by brokers or nominees as to which (a) such persons have not received instructions from the beneficial owner or other persons entitled to vote and (b) the brokers or nominees do not have discretionary voting power on a particular matter.  Accordingly, “broker non-votes” and abstentions effectively will be votes against the applicable proposal.  Those shares present at the Meeting by proxy (including abstentions and broker non-votes) will be voted by the named proxies in their discretion with respect to any proposal to adjourn the meeting to allow for further solicitation of proxies.

Proportional Voting.  CUNA Mutual will vote shares of each Merging Fund allocated to the Variable Accounts in accordance with instructions received from the respective policy owners. The number of shares as to which voting instructions may be given under a policy is determined by the number of full and fractional shares of that Merging Fund’s stock held in a Variable Account with respect to that particular policy.

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Under applicable law, CUNA Mutual is required to vote all of the shares of each Merging Fund, including shares held by CUNA Mutual in its own name or in the name of any of its affiliates, in proportion to the voting instructions received from the respective policy owners. This means that CUNA Mutual will vote each Merging Fund’s shares for which no timely instructions are received in proportion to the instructions it does receive, and that proxies which are properly executed and returned but are not marked with voting instructions will be voted FOR the respective proposed Reorganization. CUNA Mutual will also vote any shares held in its general accounts which are not attributable to policies in the same proportion as it votes shares held in all of the Variable Accounts, in the aggregate (this is refereed to as “echo voting”).  As a result, with no minimum amount of instructed shares being required, a minority of policy owners could, in practice, determine the outcome of the vote on each proposed Reorganization.

The votes of shareholders of each Acquiring Fund are not being solicited by this Prospectus/Proxy Statement and are not required to carry out the Reorganizations.

Record Date.  Shareholders of each Merging Fund of record at the close of business on March 1, 2010 (the record date) are entitled to notice of and to vote at the Meeting or any adjournment thereof.  Shareholders are entitled to one vote for each share held and fractional shares are entitled to a proportional fractional vote.

As of February 1, 2010, as shown on the books of each Merging Fund, the following numbers of shares were issued and outstanding:

Merging Fund	Number of Shares Outstanding
Global Fund	4,757,477.933
Mid Cap Growth Fund	51,646,559.639
Small Cap Growth Fund	693,680.468

As of February 1, 2010, the officers and Trustees of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each Merging Fund.

Control Persons and Principal Holders of Securities.   As of February 1, 2010, the following persons beneficially owned 5% or more of the outstanding voting securities of the Merging Funds as shown:

Merging Fund	Name and Address of Shareholder	No. of Shares	Ownership %
Global Fund Class I	CUNA Mutual Insurance Society, Madison,  WI	1,479,179.971	31.80%
Small Cap Growth Fund Class I	CUNA Mutual Insurance Society, Madison, WI	504,062.127	72.80%
Small Cap Growth Fund Class II	Kevin K. Taylor, Marion, IA	284.999	28.59%
Small Cap Growth Fund Class II	Shelly M. Sampson, Cedar Rapids, IA	266.422	26.73%
Small Cap Growth Fund Class II	Marcus Gregory Dubberly, Glennville, GA	149.543	15.00%
Small Cap Growth Fund Class II	Joseph T. Lee III, Woodbine, GA	97.992	9.84%
Small Cap Growth Fund Class II	Henry Laukaitis, East Boston, MA	92.265	9.27%
Small Cap Growth Fund Class II	James E. Ulvi, Esko, MN	91.336	9.16%

Failure to Obtain Shareholder Approval.  In the event that shareholder approval is not obtained for any Reorganization, the Board may take any and all action, consistent with applicable law, including actions that would result in the liquidation of that Fund.

SHAREHOLDER PROPOSALS

The Ultra Series Fund does not hold annual meetings of shareholders.  Shareholders wishing to submit proposals for inclusion in a proxy statement and form of proxy for any subsequent meeting of shareholders should send their written proposals to the Secretary of the Ultra Series Fund at 550 Science Drive, Madison, Wisconsin 53711. Proposals must be received a reasonable time prior to the date of any such meeting of shareholders to be considered for inclusion in the proxy materials for such meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included.  Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to any proposal deferred to a later shareholders’ meeting because it was submitted on an untimely basis.  If the Reorganizations described in this Prospectus/Proxy Statement are consummated, there will be no further meetings of the shareholders of the Global Fund, the Mid Cap Growth Fund or the Small Cap Growth Fund.

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 OTHER BUSINESS

The Board does not know of any matters to be presented at the Meeting other than those set forth in this Prospectus/Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy.

By Order of the Board of Directors of the Ultra Series Fund

Holly S. Baggot

Secretary

THE BOARD OF TRUSTEES OF THE ULTRA SERIES FUND, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS A VOTE FOR APPROVAL OF EACH REORGANIZATION PLAN.

TO ENSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE PROMPTLY CAST YOUR VOTE ON THE INTERNET, BY TELEPHONE OR BY MARKING, DATING, EXECUTING AND MAILING THE ENCLOSED PROXY CARD.  A PRE-ADDRESSED POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

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EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 4, 2010, is between [name of Merging Fund] (the “Merging Fund”), a series of the Ultra Series Fund (the “Trust”), and [name of Acquiring Fund] (the “Acquiring Fund”), also a series of the Trust.

This Agreement and Plan of Reorganization (the “Agreement” or “Plan”) is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). The reorganization and liquidation will consist of the transfer of all of the assets of the Merging Fund to the Acquiring Fund in exchange for shares of beneficial interest of the Acquiring Fund, and the distribution of the Acquiring Fund's shares to the shareholders of the Merging Fund in complete liquidation of the Merging Fund, as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement (the “Reorganization”).

In consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. SHAREHOLDER APPROVAL

A meeting of the Merging Fund shareholders shall be called and held for the purpose of acting on and authorizing the transactions contemplated in this Agreement. The Acquiring Fund shall furnish to the Merging Fund such data and information as shall be reasonably requested by the Merging Fund for inclusion in the information to be furnished to its shareholders in connection with the meeting.

2. REORGANIZATION

(a)           Plan of Reorganization. At the closing as provided for in Section 2(b) hereof (the “Closing”), the Merging Fund will convey, transfer, and deliver to the Acquiring Fund all of the then existing assets and property of the Merging Fund, including without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Merging Fund and any deferred or prepaid expenses shown as an asset on the books of the Merging Fund as of the valuation time provided for in Section 3(a) of this Agreement (the “Valuation Time”). In consideration thereof, the Acquiring Fund agrees at the Closing to deliver to the Merging Fund, in exchange for the assets, the number of full and fractional shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”) to be determined as follows:

In accordance with Section 3 of this Agreement, the number of the Acquiring Fund Shares to be issued shall be determined by dividing the per share net asset value of the Merging Fund shares (rounded to the nearest millionth) by the net asset value per share of the Acquiring Fund (rounded to the nearest millionth) and multiplying the quotient by the number of outstanding shares of the Merging Fund as of the Valuation Time.  It is expressly agreed that there will be no sales charge to the Merging Fund, or to any of the shareholders of the Merging Fund, upon distribution of the Acquiring Fund Shares to them.

(b)           Closing and Valuation Time of the Reorganization. The Closing shall occur either: (i) the latest of (x) the satisfaction of all representations and warranties contained herein, (y) receipt of all necessary regulatory approvals, and (z) the final adjournment of the meeting of shareholders of the Merging Fund at which the Plan will be considered, or (ii) such later date as the parties may mutually agree (the “Closing Date”).  On or as soon as practicable prior to the Closing Date, the Merging Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.

3.           VALUATION OF NET ASSETS

(a)           The Valuation Time shall be the close of business (coinciding with the closing of the regular session of the New York Stock Exchange (“NYSE”) (normally 3:00 p.m. CT)) on the business day immediately preceding the Closing Date.  At this time, the value of the Merging Fund’s assets to be transferred to the Acquiring Fund under this Agreement shall be computed using the valuation procedures as set forth in the Merging Fund’s prospectus.

(b)           The net asset value per share of the Acquiring Fund Shares for purposes of Section 2 of this Agreement shall be determined as of the Valuation Time using the same valuation procedures as set forth in the Acquiring Fund’s prospectus.

(c)           In the event that the day on which the Valuation Time is required to occur: (i) the NYSE shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on the NYSE shall be disrupted so that, in the

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judgment of an officer of the Trust, accurate appraisal of the value of the net assets of the Acquiring Fund or the Merging Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

4.           LIQUIDATION AND DISSOLUTION

(a)           As soon as practicable after the Closing Date, the Merging Fund will distribute pro rata to Merging Fund shareholders of record as of the Valuation Time the Acquiring Fund Shares received by the Merging Fund pursuant to Section 2(a) of this Agreement.  Such liquidation and distribution will be accompanied by the establishment of shareholder accounts on the share records of the Acquiring Fund in the names of each such shareholder of the Merging Fund, representing the respective pro rata number of full and fractional the Acquiring Fund Shares due to each.  No such shareholder accounts shall be established by the Acquiring Fund or the transfer agent for the Acquiring Fund except pursuant to written instructions from the Merging Fund, and the Merging Fund agrees to provide on the Closing Date instructions to transfer to a shareholder account for each former Merging Fund shareholder a pro rata share of the number of the Acquiring Fund Shares received pursuant to Section 2(a) of this Agreement.

(b)           Share certificates representing the Acquiring Fund Shares shall not be issued in connection with the Reorganization. Ownership of the Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent.

(c)           As promptly as is practicable after the liquidation of the Merging Fund, and in no event later than 12 months from the date of this Agreement, the Merging Fund shall be terminated pursuant to the provisions of the Plan and the By-Laws and Declaration of Trust of the Trust.

(d)            Immediately after the Closing Date, the share transfer books of the Merging Fund shall be closed and no transfer of shares shall thereafter be made on those books.

5.           REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND

(a)           Organization, Existence, etc.  The Acquiring Fund is a duly organized series of the Trust, validly existing and in good standing under the laws of the State of Massachusetts.  The Acquiring Fund has the power to carry on the business of the Acquiring Fund as it is now being conducted. The Acquiring Fund has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted.

(b)           Registration as Investment Company. The Trust, of which the Acquiring Fund is a series, is registered under the Investment Company Act of 1940, as amended (the “Act”) as an open-end management investment company.  Its registration has not been revoked or rescinded and is in full force and effect.

(c)           Shares to be Issued Upon Reorganization. The Acquiring Fund Shares to be issued in connection with the Reorganization have been duly authorized and upon consummation of the Reorganization will be validly issued, fully paid and non-assessable.

(d)           Authority Relative to this Agreement. The Trust has the power to enter into the Plan on behalf of the Acquiring Fund and to carry out its obligations under this Agreement. The execution and delivery of the Plan and the consummation of the transactions contemplated by this Plan have been duly authorized by the Board of Trustees of the Trust and no other proceedings by the Trust are necessary to authorize its officers to effectuate the Plan and the transactions contemplated herein. The Acquiring Fund is not a party to or obligated under any charter, by-law, indenture, or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by the execution and carrying out of the Plan.

 (e)           Registration Statement. The Acquiring Fund shall have filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement under the Securities Act of 1933, as amended (“Securities Act”) relating to the Acquiring Fund Shares issuable under this Agreement.  At the time the Registration Statement becomes effective, the Registration Statement (i) will comply in all material respects with the provisions of the Securities Act and the rules and regulations of the Commission thereunder (the “Regulations”), and (ii) will not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Further, at the time the Registration Statement becomes effective, at the time of the shareholders’ meeting referred to in Section 1, and at the Closing of the Reorganization, the Prospectus and Statement of Additional Information included therein, as amended or supplemented by any amendments or supplements filed by the Acquiring Fund and as pertaining to the Acquiring Fund, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from the Registration

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Statement or Prospectus and Statement of Additional Information made in reliance upon and in conformity with information furnished by the Merging Fund for use in the Registration Statement or Prospectus and Statement of Additional Information.

6.           REPRESENTATIONS AND WARRANTIES OF THE MERGING FUND

(a)           Organization, Existence, etc.  The Merging Fund is a duly organized series of the Trust, validly existing and in good standing under the laws of the State of Massachusetts, and has power to carry on its business as it is now being conducted.  The Merging Fund has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted.

(b)           Registration as Investment Company. The Trust, of which the Merging Fund is a series, is registered under the Act as an open-end management investment company.  Its registration has not been revoked or rescinded and is in full force and effect.

(c)           Authority Relative to this Agreement. The Trust has the power to enter into the Plan on behalf of its series, the Merging Fund, and to carry out its obligations under this Agreement. The execution and delivery of the Plan and the consummation of the transactions contemplated by this Plan have been duly authorized by the Board of Trustees of the Trust and, except for approval by the holders of its outstanding shares, no other proceedings by the Trust are necessary to authorize its officers to effectuate the Plan and the transactions contemplated herein. The Merging Fund is not a party to or obligated under any charter, by-law, indenture, or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by the execution and carrying out of the Plan.

(d)           Registration Statement. The Merging Fund will cooperate with the Acquiring Fund in connection with the Registration Statement referred to in Section 5(e) of this Agreement, and will furnish to the Acquiring Fund the information relating to the Merging Fund required by the Securities Act and the Regulations promulgated thereunder to be set forth in the Registration Statement (including the Prospectus and Statement of Additional Information).  At the time the Registration Statement becomes effective, the Registration Statement, insofar as it relates to the Merging Fund (i) will comply in all material respects with the provisions of the Securities Act and the Regulations, and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  Further, at the time the Registration Statement becomes effective, at the time of the shareholders’ meeting referred to in Section 1 and at the Closing of the Reorganization, the Prospectus and Statement of Additional Information included therein, as amended or supplemented by any amendments or supplements filed by the Acquiring Fund, insofar as it relates to the Merging Fund, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Registration Statement or Prospectus and Statement of Additional Information made in reliance upon and in conformity with information furnished by the Merging Fund for use in the Registration Statement or Prospectus and Statement of Additional Information.

7.           CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Acquiring Fund under this Agreement with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions:

(a)           Representations, Warranties, and Agreements. As of the Closing of the Reorganization, the Merging Fund shall have complied with each of its obligations under this Agreement, the representations and warranties contained in this Agreement shall be true in all material respects, and there shall have been no material adverse change in the financial condition, results of operations, business, properties or assets of the Merging Fund since December 31, 2009.

(b)           Regulatory Approval. All necessary orders of exemption under the Act with respect to the transactions contemplated by this Agreement shall have been granted by the Commission, and all approvals, registrations, and exemptions under federal and state securities laws considered to be necessary shall have been obtained.

(c)           Tax Opinion. The Acquiring Fund shall have received the opinion of counsel, addressed to and in form and substance satisfactory to the Acquiring Fund, as to certain of the federal income tax consequences of the Reorganization under the Code to the Acquiring Fund and the shareholders of the Acquiring Fund. For purposes of rendering its opinion, counsel may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, the proxy statement which will be distributed to the shareholders of the Merging Fund in connection with the Reorganization, and on such other written representations as the Merging Fund and the Acquiring Fund will have verified as of the date of issuance of the tax opinion. The opinion of counsel will be to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes:

(i)      neither the Merging Fund nor the Acquiring Fund will recognize any gain or loss upon the transfer of the assets of the Merging Fund to the Acquiring Fund in exchange for the Acquiring Fund Shares and upon the distribution (whether actual

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or constructive) of the Acquiring Fund Shares to the shareholders of the Merging Fund in exchange for their shares of the Merging Fund;

(ii) the shareholders of the Merging Fund who receive the Acquiring Fund Shares pursuant to the Reorganization will not recognize any gain or loss upon the exchange (whether actual or constructive) of their shares of the Merging Fund for the Acquiring Fund Shares (including any fractional shares they are deemed to have received) pursuant to the Reorganization;

(iii) the basis of the Acquiring Fund Shares received by the Merging Fund’s shareholders will be the same as the basis of the shares of the Merging Fund surrendered in the exchange, and the holding period of the Acquiring Fund Shares received by each shareholder of the Merging Fund will include the period during which the shares of the Merging Fund exchanged therefor were held by such shareholder, provided the shares of the Merging Fund were held as a capital asset on the date of the Reorganization; and

(iv) the basis of the Merging Fund’s assets acquired by the Acquiring Fund will be the same as the basis of such assets to the Merging Fund immediately prior to the Reorganization, and the holding period of the assets of the Merging Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Merging Fund.

8.           CONDITIONS TO OBLIGATIONS OF THE MERGING FUND

The obligations of the Merging Fund under this Agreement with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions:

(a)        Shareholder Approval. The Plan shall have been approved by the affirmative vote of a majority of the outstanding voting securities of the Merging Fund as required by the Act. This means that the Plan must be approved by the lesser of: (i) 67% of the shares of the Merging Fund entitled to vote and present at a meeting if the holders of more than 50% of the outstanding shares entitled to vote are present in person or by proxy; or (ii) more than 50% of the outstanding shares of the Merging Fund entitled to vote.

(b)        Representations, Warranties and, Agreements. As of the Closing of the Reorganization, the Acquiring Fund shall have complied with each of its responsibilities under this Agreement, the representations and warranties contained in this Agreement shall be true in all material respects, and there shall have been no material adverse change in the financial condition, results of operations, business, properties, or assets of the Acquiring Fund since December 31, 2009.

(c)        Regulatory Approval. The Registration Statement shall have been declared effective by the Commission and no stop orders under the Securities Act pertaining thereto shall have been issued; all necessary orders of exemption under the Act with respect to the transactions contemplated by this Agreement shall have been granted by the Commission; and all approvals, registrations, and exemptions under federal and state securities laws considered to be necessary shall have been obtained.

(d)        Tax Opinion. The Merging Fund shall have received the opinion of counsel, addressed to and in form and substance satisfactory to the Merging Fund, as to certain of the federal income tax consequences of the Reorganization under the Code to the Merging Fund and its shareholders. For purposes of rendering its opinion, counsel may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, the proxy statement which will be distributed to the shareholders of the Merging Fund in connection with the Reorganization, and on such other written representations as the Merging Fund and the Acquiring Fund will have verified as of the date of issuance of the tax opinion. The opinion of counsel will be to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes:

(i)       neither the Merging Fund nor the Acquiring Fund will recognize any gain or loss upon the transfer of the assets of the Merging Fund to the Acquiring Fund in exchange for the Acquiring Fund Shares and upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the shareholders of the Merging Fund in exchange for their shares of the Merging Fund;

(ii)                 the shareholders of the Merging Fund who receive the Acquiring Fund Shares pursuant to the Reorganization will not recognize any gain or loss upon the exchange (whether actual or constructive) of their shares of the Merging Fund for the Acquiring Fund Shares (including any fractional shares they are deemed to have received) pursuant to the Reorganization;

(iii)                 the basis of the Acquiring Fund Shares received by the Merging Fund’s shareholders will be the same as the basis of the shares of the Merging Fund surrendered in the exchange, and the holding period of the Acquiring Fund Shares received by each shareholder of the Merging Fund will include the period during which the shares of the Merging Fund exchanged therefor were held by such shareholder, provided the shares of the Merging Fund were held as a capital asset on the date of the Reorganization; and

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(iv)                 the basis of the Merging Fund assets acquired by the Acquiring Fund will be the same as the basis of such assets to the Merging Fund immediately prior to the Reorganization, and the holding period of the assets of the Merging Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Merging Fund.

9.           AMENDMENTS, TERMINATIONS, NON-SURVIVAL OF COVENANTS, WARRANTIES AND REPRESENTATIONS

(a)           The parties hereto may, by agreement in writing authorized by the Board of Trustees of the Trust, amend the Plan at any time before or after approval of the Plan by shareholders of the Merging Fund, but after such approval, no amendment shall be made that materially changes the terms of this Agreement.

(b)           At any time prior to the Closing of the Reorganization, any of the parties may by written instrument signed by it: (i) waive any inaccuracies in the representations and warranties made pursuant to this Agreement, and (ii) waive compliance with any of the covenants or conditions made for its benefit pursuant to this Agreement.

(c)           The Merging Fund may terminate the Plan at any time prior to the Closing of the Reorganization by notice to the Acquiring Fund if: (i) a material condition to its performance under this Agreement or a material covenant of the Acquiring Fund contained in this Agreement is not fulfilled on or before the date specified for the fulfillment thereof, or (ii) a material default or material breach of the Plan is made by the Acquiring Fund.

(d)       the Acquiring Fund may terminate the Plan at any time prior to the Closing of the Reorganization by notice to the Merging Fund if: (i) a material condition to its performance under this Agreement or a material covenant of the Merging Fund contained in this Agreement is not fulfilled on or before the date specified for the fulfillment thereof, or (ii) a material default or material breach of the Plan is made by the Merging Fund.

(e)           The Plan may be terminated by either party at any time prior to the Closing of the Reorganization, whether before or after approval by the shareholders of the Merging Fund, without liability on the part of either party hereto or its respective trustees, officers, or shareholders.

(f)      No representations, warranties, or covenants in or pursuant to the Plan shall survive the Reorganization.

10.           EXPENSES

All direct fees and expenses, including legal and accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the consummation by the Merging Fund and Acquiring Fund of the transactions contemplated by this Agreement (together with the costs specified below, “Expenses”) will be borne by Madison Investment Advisers, LLC and/or its affiliates, including the costs of liquidating such of Merging Fund’s portfolio securities as the Acquiring Fund shall indicate it does not wish to acquire before the Closing; and provided that such Expenses will in any event be paid by the party directly incurring such Expenses if and to the extent that the payment by the other party of such Expenses would result in the disqualification of Acquiring Fund or Merging Fund, as the case may be, as a “regulated investment company” within the meaning of Section 851 of the Code.

11.           GENERAL

This Plan supersedes all prior agreements between the parties (written or oral), is intended as a complete and exclusive statement of the terms of the Plan between the parties and may not be changed or terminated orally. The Plan may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by each party and delivered to the parties hereto. The headings contained in the Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan. Nothing in the Plan, expressed or implied, is intended to confer upon any other person any rights or remedies by reason of the Plan.

12.           NON-LIABILITY OF SHAREHOLDERS, TRUSTEES, ETC.

In accordance with the Declaration of Trust of the Trust, this Plan is executed on behalf of the Trust, the Merging Fund and the Acquiring Fund, by the trustees or by an officer or officers of the Trust in their capacity as such and not individually, and the obligations hereunder are not personally binding upon, nor shall resort be had to the private property of, any of the trustees, shareholders, officers, employees or agents of the Trust, but the property of the Trust or a specific portion thereof only shall be bound.

A-5

IN WITNESS WHEREOF, the Trust has caused this Plan to be executed on behalf of the Merging Fund and the Acquiring Fund as of the day and year first above written.

ULTRA SERIES FUND

on behalf of [Name of Merging Fund]

By:  _______________________

Name:  Katherine L. Frank

Title:    President

ULTRA SERIES FUND

on behalf of [Name of Acquiring Fund]

By:  _______________________

Name:  Katherine L. Frank

Title:    President

A-6

VOTING INSTRUCTION VOTING INSTRUCTION

Global Securities Fund, Mid Cap Growth Fund, Small Cap Growth Fund

Each, a Series of

ULTRA SERIES FUND

JOINT SPECIAL MEETING OF SHAREHOLDERS – APRIL 21, 2010

Beneficial Owners.  If the undersigned is an owner of a variable annuity contract or variable life insurance policy issued by CUNA Mutual Insurance Society, the undersigned hereby instructs CUNA Mutual Insurance Society to vote shares of Ultra Series Fund of which the undersigned is a beneficial owner in accordance with the instructions below at the joint special meeting of shareholders of the Global Securities Fund, the Mid Cap Growth Fund and the <r>Small Cap Growth</r> Fund to be held at 500 Science Drive, Madison, WI 53711, on April 21, 2010, at 9:00 a.m., Central Time (“Meeting”), and at any adjournment or postponement of the Meeting.

Record Owners.  If the undersigned is the legal owner of shares of Ultra Series Fund (i.e., a record owner), the undersigned hereby appoints Holly Baggot or Greg Hoppe, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Meeting, and any adjournment or postponement of the Meeting, to vote at the Meeting on behalf of the undersigned in accordance with the instructions below, and to otherwise to represent the undersigned at the Meeting with all powers possessed by the undersigned if personally present at the Meeting.

Please check in the appropriate boxes below, date this form, and sign it exactly as your name appears below.  By signing this form, you acknowledge receipt of the Notice of Special Meeting of Shareholders and the accompanying proxy statement. If you return this form signed, but unmarked, the shares will be voted “For” each proposal. CUNA Mutual Insurance Society or the proxies, as applicable, will vote in their best judgment with respect to any other matter that is properly brought before the Meeting.

VOTE VIA THE INTERNET:  www.proxy-direct.com

VOTE VIA THE TELEPHONE:  1-866-241-6192

Note:  Please date these voting instructions and sign your name in the exact form as it appears herein and return it promptly in the enclosed envelope.  If you sign as “Trustee” or “Employee”, please give full title as such.

Signature of Beneficial Owner

Signature of Beneficial Owner (other) (if held jointly)

Date                                                               USF_xxxxxxxxx

VOTING OPTIONS

Read your proxy statement and have it at hand when voting.

VOTE ON THE INTERNET	VOTE BY PHONE	VOTE BY MAIL
Log on to:	Call 1-866-241-6192	Vote, sign and date this Proxy
www.proxy-direct.com	Follow the recorded	Card and return in the
Follow the on-screen instructions	instructions	postage-paid envelope
available 24 hours	available 24 hours

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS.    Example:  [X]

To vote FOR all Proposals, mark the box.  No other vote is necessary.    o

Proposals

1.      To approve a proposed Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Global Securities Fund, a series of the Ultra Series Fund, to the International Stock Fund, a series of the Ultra Series Fund, in exchange for Class I and Class II shares of the International Stock Fund, and the distribution of these shares of the International Stock Fund to the holders of Global Securities Fund  shares in liquidation and subsequent termination of the Global Securities Fund.

FOR    AGAINST   ABSTAIN

Global Securities

2.           To approve a proposed Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Mid Cap Growth Fund, a series of the Ultra Series Fund, to the Mid Cap Value Fund, a series of the Ultra Series Fund, in exchange for Class I and Class II shares of the Mid Cap Value Fund, and the distribution of these shares of the Mid Cap Value Fund to the holders of Mid Cap Growth Fund shares in liquidation and subsequent termination of the Mid Cap Growth Fund.

FOR    AGAINST   ABSTAIN

Mid Cap Growth

3.           To approve a proposed Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Small Cap Growth Fund, a series of the Ultra Series Fund, to the Small Cap Value Fund, a series of the Ultra Series Fund, in exchange for Class I and Class II shares of the Small Cap Value Fund, and the distribution of these shares of the Small Cap Value Fund to the holders of Small Cap Growth Fund shares in liquidation and subsequent termination of the Small Cap Growth Fund.

FOR    AGAINST   ABSTAIN

Small Cap Growth

Important Notice Regarding the Availability of Proxy Materials for the Ultra Series Fund

Joint Special Meeting of Shareholders to be held on April 21, 2010

The Prospectus/Proxy Statement for this meeting is available at: <r>http://www.ultraseriesfund.com/proxy</r>

PLEASE VOTE, DATE AND SIGN THIS VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE

USF_xxxxxxxx

PART B

March 12, 2010

STATEMENT OF ADDITIONAL INFORMATION

Relating to:

Acquisition of the Assets of the		By and in Exchange for Shares of the
GLOBAL SECURITIES FUND	è	INTERNATIONAL STOCK FUND
MID CAP GROWTH FUND	è	MID CAP VALUE FUND
SMALL CAP GROWTH FUND	è	SMALL CAP VALUE FUND

Each, a series of the ULTRA SERIES FUND,

550 Science Drive

Madison, Wisconsin 53711

800-798-5500

I.  GENERAL INFORMATION

This Statement of Additional Information (the “Reorganization SAI”) is not a prospectus and should be read in conjunction with the Prospectus/Proxy Statement dated March 12, 2010 of the Global Securities Fund (the “Global Fund”), the Mid Cap Growth Fund, the Small Cap Growth Fund, the International Stock Fund (the “International Fund”), the Mid Cap Value Fund and the Small Cap Value Fund, each a series of the Ultra Series Fund (the “Prospectus/Proxy Statement”). The Prospectus/Proxy Statement was <r>first</r> filed with the Securities and Exchange Commission on February 10, 2010 and is available upon request and without charge by writing to Ultra Series Fund at 550 Science Drive, Madison, WI 53711, or by calling 800-798-5500.

This Reorganization SAI relates to the proposed transfer of the assets of (i) the Global Fund to the International Fund  in exchange for shares of the International Fund, which shares will be distributed to holders of shares of  the Global Fund in complete liquidation of the Global Fund, (ii) the Mid Cap Growth Fund to the Mid Cap Value Fund in exchange for shares of the Mid Cap Value Fund, which shares will be distributed to holders of shares of the Mid Cap Growth Fund in complete liquidation of the Mid Cap Growth Fund, and (iii) the Small Cap Growth Fund to the Small Cap Value Fund in exchange for shares of the Small Cap Value Fund, which shares will be distributed to holders of shares of the Small Cap Growth Fund in complete liquidation of the Small Cap Growth Fund (each of (i), (ii) and (iii), is referred to herein as a “Reorganization”).

This Reorganization SAI contains additional information which may be of interest to shareholders but which is not included in the Prospectus/Proxy Statement relating to the Reorganizations. This Reorganization SAI consists of the following described documents, each of which is incorporated herein by reference, as well as the information set forth below:

·   Prospectus of Ultra Series Fund dated May 1, 2009, as supplemented on July 1, September 30, October 2 and October 8, 2009 and February 10, 2010<r> (Prospectus is incorporated by reference to PEA No. 44 to the Registration Statement on Form N-1A filed on April 17, 2009 (File No. 002-87775); supplements are incorporated by reference to the Rule 497 filings made on each date listed);</r>

·   Statement of Additional Information of Ultra Series Fund dated May 1, 2009, as supplemented on July 1 and September 30, 2009<r> (SAI is incorporated by reference to PEA No. 44 to the Registration Statement on Form N-1A filed on April 17, 2009 (File No. 002-87775); supplements are incorporated by reference to the Rule 497 filings made on each date listed); </r>and

·   Annual Report to Shareholders of Ultra Series Fund for the fiscal year ended December 31, <r>2009 (incorporated by reference to the Form N-CSR filed on February 23, 2010; File No. 811-04815).</r><r></r>

B-1

II.  PRO FORMA FINANCIAL INFORMATION FOR THE PERIOD ENDED <r>DECEMBER 31, </r>2009

A.   Reorganization of Global Fund into International Fund

Pro Forma
Schedule of Portfolio Investments <r>December 31, 2009
(Unaudited)
		Global Fund			International Fund			International Pro Forma Combined
		Shares	Value (Note 2)	%	Shares	Value (Note 2)	%	Shares	Value (Note 2)	%
COMMON STOCKS				98.31%			97.79%			97.93%
	Australia			4.00%			1.16%			1.98%
	ABC Learning Centres, Ltd. (L)(T) *	-	$                -		27,728	$              -		27,728	$                 -
	Amcor, Ltd.	71,136	396,056		-	-		71,136	396,056
	QBE Insurance Group, Ltd.	15,632	356,575		41,500	946,638		57,132	1,303,213
	Telstra Corp., Ltd.	193,609	592,965		-	-		193,609	592,965
			1,345,596			946,638			2,292,234
	Belgium			0.00%			2.13%			1.51%
	Anheuser-Busch InBev N.V.	-	-		33,800	1,746,064		33,800	1,746,064
	Fortis VVPR Strips *	13,256	38		-	-		13,256	38
			38			1,746,064			1,746,102
	Brazil			0.00%			2.77%			1.96%
	Banco do Brasil S.A.	-	-		65,800	1,120,883		65,800	1,120,883
	Cielo S.A.	-	-		131,600	1,145,330		131,600	1,145,330
			-			2,266,213			2,266,213
	Canada			1.57%			1.90%			1.80%
	BCE, Inc.	19,000	526,517		-	-		19,000	526,517
	Rogers Communications, Inc.	-	-		25,200	787,184		25,200	787,184
	TELUS Corp.	-	-		23,600	769,227		23,600	769,227
			526,517			1,556,411			2,082,928
	China			0.00%			1.47%			1.05%
	Industrial & Commercial Bank of
	China	-	-		1,464,100	1,201,445		1,464,100	1,201,445
	Denmark			0.00%			1.45%			1.03%
	DSV A/S *	-	-		22,000	394,643		22,000	394,643
	Novo Nordisk A/S, B Shares	-	-		12,425	794,595		12,425	794,595
			-			1,189,238			1,189,238
	Finland			0.42%			0.00%			0.12%
	UPM-Kymmene OYJ	11,988	142,557		-	-		11,988	142,557
	France			8.98%			9.71%			9.50%
	BNP Paribas	-	-		22,645	1,786,812		22,645	1,786,812
	Carrefour S.A.	16,593	798,204		-	-		16,593	798,204
	Danone	-	-		14,368	874,909		14,368	874,909
	France Telecom S.A.	24,445	610,738		-	-		24,445	610,738
	Sanofi-Aventis S.A.	-	-		33,212	2,603,107		33,212	2,603,107
	Societe Generale	7,738	535,355		16,200	1,120,801		23,938	1,656,156
	Total S.A.	16,778	1,075,048		24,587	1,575,408		41,365	2,650,456
			3,019,345			7,961,037			10,980,382
	Germany	-	-	4.40%			7.45%			6.56%
	Allianz SE	-	-		6,300	784,097		6,300	784,097
	Bayerische Motoren Werke AG	-	-		11,500	522,753		11,500	522,753
	Daimler AG	-	-		22,100	1,179,377		22,100	1,179,377
	Deutsche Telekom AG	46,648	688,872		-	-		46,648	688,872
	Merck KGaA	-	-		6,570	613,640		6,570	613,640
	RWE AG	8,140	790,943		-	-		8,140	790,943
	SAP AG	-	-		25,400	1,197,839		25,400	1,197,839
	Siemens AG	-	-		19,719	1,808,496		19,719	1,808,496
			1,479,815			6,106,202			7,586,017
	Hong Kong			0.00%			2.84%			2.01%
	Esprit Holdings, Ltd.	-	-		226,966	1,493,679		226,966	1,493,679
	Kerry Properties, Ltd.	-	-		165,000	833,082		165,000	833,082
			-			2,326,761			2,326,761
	India			0.00%			0.68%			0.48%
	Idea Cellular, Ltd. *	-	-		453,400	559,655		453,400	559,655

B-2

Ireland			0.00%			1.42%			1.01%
CRH PLC	-	-		42,902	1,163,254		42,902	1,163,254
Italy			2.95%			1.37%			1.83%
Atlantia SpA	-	-		31,800	826,527		31,800	826,527
Intesa Sanpaolo SpA *	73,580	329,650		-	-		73,580	329,650
Prysmian SpA	-	-		17,117	299,088		17,117	299,088
UniCredit SpA *	199,346	663,031		-	-		199,346	663,031
		992,681			1,125,615			2,118,296
Japan			9.93%			16.66%			14.70%
Astellas Pharma, Inc.	12,500	465,834		-	-		12,500	465,834
Benesse Holdings, Inc.	-	-		8,800	367,730		8,800	367,730
Canon, Inc.	15,000	634,432		53,500	2,262,809		68,500	2,897,241
Daito Trust Construction Co., Ltd.	-	-		28,210	1,333,376		28,210	1,333,376
Fanuc, Ltd.	-	-		4,600	427,939		4,600	427,939
Honda Motor Co., Ltd.	-	--		24,500	828,796		24,500	828,796
Hoya Corp.	-	-		49,300	1,307,612		49,300	1,307,612
Inpex Corp.	-	-		86	645,783		86	645,783
KDDI Corp.	-	-		174	918,012		174	918,012
Keyence Corp.	-	-		3,800	783,758		3,800	783,758
Kubota Corp.	-	-		89,000	818,825		89,000	818,825
Mitsubishi Corp.	-	-		51,600	1,283,543		51,600	1,283,543
Mitsubishi Estate Co., Ltd.	-	-		62,000	984,381		62,000	984,381
Nitto Denko Corp.	11,600	413,707		-	-		11,600	413,707
Nomura Holdings, Inc.	-	-		122,400	902,472		122,400	902,472
Secom Co., Ltd.	-	-		16,600	785,559		16,600	785,559
Seven & I Holdings Co., Ltd.	21,300	432,537		-	-		21,300	432,537
Takeda Pharmaceutical Co., Ltd.	14,200	583,272		-	-		14,200	583,272
Tokio Marine Holdings, Inc.	18,100	491,922		-	-		18,100	491,922
West Japan Railway Co.	94	315,050		-	-		94	315,050
		3,336,754			13,650,595			16,987,349
Mexico			0.00%			0.92%			0.66%
Grupo Televisa S.A., ADR	-	-		36,500	757,740		36,500	757,740
Netherlands			2.58%			1.00%			1.46%
ING Groep N.V. *	52,536	507,822		-	-		52,536	507,822
Reed Elsevier N.V.	29,229	358,603		-	-		29,229	358,603
TNT N.V.	-	-		26,805	820,384		26,805	820,384
		866,425			820,384			1,686,809
Norway			0.00%			1.06%			0.75%
Aker Solutions ASA	-	-		67,000	869,574		67,000	869,574
Russia			0.00%			0.98%			0.70%
Lukoil OAO, ADR	-	-		14,400	806,613		14,400	806,613
Singapore			2.90%			0.93%			1.50%
Oversea-Chinese Banking Corp., Ltd.	74,513	480,026		-	-		74,513	480,026
Singapore Technologies
Engineering, Ltd.	44,000	101,220		-	-		44,000	101,220
Singapore Telecommunications, Ltd.	178,000	392,294		344,300	758,802		522,300	1,151,096
		973,540			758,802			1,732,342
Spain			3.34%			3.04%			3.12%
Banco Bilbao Vizcaya Argentaria S.A.	-	-		63,000	1,141,084		63,000	1,141,084
Banco Santander S.A.	-	-		82,117	1,349,032		82,117	1,349,032
Iberdrola S.A.	85,346	812,362		-	-		85,346	812,362
Telefonica S.A.	11,098	309,286		-	-		11,098	309,286
		1,121,648			2,490,116			3,611,764
Switzerland			4.54%			10.67%			8.89%
Credit Suisse Group AG	-	-		36,300	1,785,831		36,300	1,785,831
Julius Baer Group, Ltd.	-	-		14,200	495,393		14,200	495,393
Nestle S.A.	-	-		25,350	1,230,206		25,350	1,230,206
Novartis AG	19,344	1,052,734		30,897	1,681,468		50,241	2,734,202
Roche Holding AG	-	-		8,850	1,503,856		8,850	1,503,856
UBS AG *	-	-		62,100	952,916		62,100	952,916
Zurich Financial Services AG	2,177	472,812		5,060	1,098,957		7,237	1,571,769
		1,525,546			8,748,627			10,274,173

B-3

	Taiwan			1.53%			0.00%			0.45%
	Taiwan Semiconductor
	Manufacturing  Co., Ltd., ADR	45,048	515,349		-	-		45,048	515,349
	Turkey			0.00%			0.73%			0.52%
	Turkcell Iletisim Hizmet AS	-	-		85,600	601,395		85,600	601,395
	United Kingdom			16.64%			27.44%			24.30%
	Aviva PLC	32,223	204,222		-	-		32,223	204,222
	BAE Systems PLC	-	-		212,973	1,228,200		212,973	1,228,200
	Barclays PLC	-	-		228,800	1,008,965		228,800	1,008,965
	BG Group PLC	-	-		83,000	1,487,403		83,000	1,487,403
	BHP Billiton PLC	-	-		26,600	850,281		26,600	850,281
	BP PLC	118,774	1,149,502		189,975	1,838,590		308,749	2,988,092
	British Airways PLC *	-	-		122,900	366,900		122,900	366,900
	British American Tobacco PLC	-	-		40,630	1,318,999		40,630	1,318,999
	Compass Group PLC	47,955	342,750		-	-		47,955	342,750
	GlaxoSmithKline PLC	51,765	1,097,326		54,400	1,153,184		106,165	2,250,510
	HSBC Holdings PLC	-	-		99,400	1,135,193		99,400	1,135,193
	Informa PLC	-	-		162,400	831,360		162,400	831,360
	International Power PLC	-	-		157,800	781,320		157,800	781,320
	Lloyds Banking Group PLC *	-	-		1,838,538	1,477,016		1,838,538	1,477,016
	Prudential PLC	-	-		123,300	1,256,958		123,300	1,256,958
	Royal Dutch Shell PLC, A Shares	32,866	994,024		-	-		32,866	994,024
	Standard Chartered PLC	-	-		48,800	1,222,947		48,800	1,222,947
	Tesco PLC	-	-		160,800	1,105,613		160,800	1,105,613
	Unilever PLC	30,683	982,837		57,800	1,851,447		88,483	2,834,284
	Vodafone Group PLC	355,422	823,636		612,062	1,418,360		967,484	2,241,996
	WPP PLC	-	-		93,100	909,756		93,100	909,756
	Xstrata PLC *	-	-		70,600	1,244,412		70,600	1,244,412
			5,594,297			22,486,904			28,081,201
	United States			34.53%			0.00%			10.04%
	3M Co.	8,600	710,962		-	-		8,600	710,962
	Alcoa, Inc.	35,500	572,260		-	-		35,500	572,260
	AT&T, Inc.	17,500	490,525		-	-		17,500	490,525
	Bank of America Corp.	41,350	622,731		-	-		41,350	622,731
	CBS Corp., Class B	31,300	439,765		-	-		31,300	439,765
	Chevron Corp.	12,200	939,278		-	-		12,200	939,278
	ConAgra Foods, Inc.	30,300	698,415		-	-		30,300	698,415
	Fairpoint Communications, Inc. *	621	21		-	-		621	21
	General Electric Co.	46,100	697,493		-	-		46,100	697,493
	General Mills, Inc.	7,200	509,832		-	-		7,200	509,832
	Genuine Parts Co.	18,600	706,056		-	-		18,600	706,056
	HJ Heinz Co.	19,000	812,440		-	-		19,000	812,440
	Johnson & Johnson	13,500	869,535		-	-		13,500	869,535
	Merck & Co., Inc.	24,000	876,960		-	-		24,000	876,960
	Microsoft Corp.	25,100	765,299		-	-		25,100	765,299
	Pfizer, Inc.	51,818	942,569		-	-		51,818	942,569
	Verizon Communications, Inc.	18,200	602,966		-	-		18,200	602,966
	Wells Fargo & Co.	13,040	351,950		-	-		13,040	351,950
			11,609,057			-			11,609,057
	Total Common Stocks		33,049,165			80,139,283			113,188,448
WARRANTS AND RIGHTS				0.00%			0.00%			0.00%
	Belgium			0.00%			0.00%			0.00%
	Fortis Bank S.A./N.V.	34,957	-		-	-		34,957	-
	Exp. 07/04/14 (L)(T) *
	Total Warrants and Rights		-			-			-

B-4

INVESTMENT COMPANY				1.04%			1.54%			1.39%
	United States			1.04%			1.54%			1.39%
	SSgA Prime Money Market
	Fund	350,217	350,217		1,259,131	1,259,131		1,609,348	1,609,348
	Total Investment Company		350,217			1,259,131			1,609,348
TOTAL INVESTMENTS ***			33,399,382	99.35%		81,398,414	99.32%		114,797,796	99.32%
NET OTHER ASSETS AND LIABILITIES			219,524	0.65%		560,837	0.68%		780,361	0.68%
TOTAL NET ASSETS			$33,618,906	100.00%		$81,959,251	100.00%		$115,578,157	100.00%
	TOTAL COST**		$41,960,275			$73,632,719			$115,592,994
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was:		$42,082,158			$75,492,310			$117,574,468
***	The aggregate amount of foreign securities fair
	valued pursuant to a systematic fair valuation
	model as a percent of net assets was 49.90%.
(L)	Security valued at fair value using methods
	determined in good faith by or at the discretion
	of the Board of Trustees (see Note 2).
(T)	Illiquid Security.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

</r>

<r>All securities to be held in the combined fund after the reorganization will comply with the investment restrictions and compliance guidelines of both funds.</r>

See Notes to Pro Forma Financial Statements

B-5

Other Information:

Industry Concentration<r>

		Global Fund	International Fund		International Pro Forma Combined
	% of Net Assets		% of Net Assets			% of Net Assets
Commercial Banks		7.0%		15.9%			13.3%
Pharmaceuticals		14.9%		10.2%			11.6%
Oil, Gas & Consumable Fuels		12.4%		7.8%			9.1%
Food Products		8.9%		4.8%			6.0%
Diversified Telecommunication Services		12.5%		2.0%			5.1%
Insurance		4.5%		5.0%			4.9%
Wireless Telecommunication Services		2.5%		5.0%			4.3%
Capital Markets		0.0%		4.4%			3.1%
Distributors		2.1%		3.4%			3.0%
Media		2.4%		3.0%			2.8%
Real Estate Management & Development		0.0%		3.8%			2.7%
Electrical Equipment		0.0%		3.5%			2.5%
Office Electronics		1.9%		2.8%			2.5%
Food & Staples Retailing		4.7%		1.4%			2.4%
Metals & Mining		1.7%		2.6%			2.3%
Automobiles		0.0%		3.1%			2.2%
Commercial Services & Supplies		0.0%		2.9%			2.1%
Net Other Assets & Liabilities		1.7%		2.2%			2.1%
Electronic Equipment & Instruments		0.0%		2.6%			1.8%
Software		2.3%		1.5%			1.7%
Beverages		0.0%		2.1%			1.5%
Industrial Conglomerates		4.2%		0.4%			1.5%
Electric Utilities		2.4%		1.0%			1.4%
Aerospace & Defense		0.0%		1.5%			1.1%
Machinery		0.0%		1.5%			1.1%
Tobacco		0.0%		1.6%			1.1%
Construction Materials		0.0%		1.4%			1.0%
Diversified Financial Services		3.4%		0.0%			1.0%
Construction & Engineering		0.3%		1.1%			0.9%
Health Care		2.6%		0.0%			0.8%
Air Freight & Logistics		0.0%		1.0%			0.7%
Multi-Utilities		2.4%		0.0%			0.7%
Semiconductors & Semiconductor Equipment		1.5%		0.0%			0.4%
Chemicals		1.2%		0.0%			0.3%
Containers & Packaging		1.2%		0.0%			0.3%
Road & Rail		0.9%		0.0%			0.3%
Transportation Infrastructure		0.0%		0.5%			0.3%
Paper & Forest Products		0.4%		0.0%			0.1%
		100.0%		100.0%			100.0%

<r>

The industry classification method used for purposes of this report’s allocation charts and portfolio of investments schedules may differ from the industry subclassification(s) used for Trust compliance purposes.

See Notes to Pro Forma Financial Statements

B-6

Pro Forma

Statements of Assets and Liabilities as of <r>December 31, 2009

(Unaudited)

				International
	Global	International	Pro Forma	Pro Forma
	Fund	Fund	Adjustments	Combined
Assets:
Investments in securities, at cost
Unaffiliated issuers	$            41,960,275	$               73,632,719	$                                -	$                   115,592,994
Net unrealized appreciation (depreciation)
Unaffiliated issuers	(8,560,893)	7,765,695	-	(795,198)
Total investments at value	33,399,382	81,398,414	-	$                   114,797,796
Cash	-	40	-	40
Foreign currency1	15,151	167,351		182,502
Receivables:
Investments sold	124,483	332,911	-	457,394
Fund shares sold	17,101	11,749	-	28,850
Dividends and interest	82,948	151,476	-	234,424
Reclaims	7,911	92,171	-	100,082
Total Assets	33,646,976	82,154,112	-	$                   115,801,088
Liabilities:
Payables:
Investments purchased	-	83,081	-	83,081
Fund shares repurchased	64	25,213	-	25,277
Accrued management fees	27,210	83,765	-	110,975
Distribution fees - Class II2	144	782	-	926
Accrued expenses and other payables	652	2,020	-	2,672
Total Liabilities	28,070	194,861	-	222,931
Net Assets	$            33,618,906	$               81,959,251	$                                -	$                   115,578,157
Net Assets consist of:
Paid-in capital	$            50,642,408	$               97,047,064	$                                -	$                   147,689,472
Accumulated undistributed net investment income	531,744	65,549	-	597,293
Accumulated net realized loss on investments sold and
foreign currency related transactions	(8,994,349)	(22,927,713)	-	(31,922,062)
Unrealized appreciation (depreciation) of investments     (including appreciation (depreciation) of foreign
currency related transactions)	(8,560,897)	7,774,351	-	(786,546)
Net Assets	$            33,618,906	$               81,959,251	$                                -	$                   115,578,157
Class I Shares:
Net Assets	$            32,905,563	$               77,996,805	$                                -	$                   110,902,368
Shares of beneficial interest outstanding3	4,673,781	8,187,365	(1,221,166)	11,639,980
Net Asset Value and redemption price per share	$                          7.04	$                             9.53	$                                -	$                                  9.53
Class II Shares2:
Net Assets	$                  713,343	$                  3,962,446	$                                -	$                        4,675,789
Shares of beneficial interest outstanding3	101,316	415,900	(26,472)	490,744
Net Asset Value and redemption price per share	$                          7.04	$                             9.53	$                                -	$                                  9.53
_____________________________________
1 Cost of Foreign Currency of $15,155 and $167,681 for the Global and International Funds, respectively.
2 Class II shares commenced investment operations on May 1, 2009.
3The correlating Global Fund classes are exchanged for the International Fund classes at the International Fund’s ending NAV.</r>

See Notes to Pro Forma Financial Statements

B-7

Pro Forma

Statements of Operations For the Year Ended <r>December 31, 2009

(Unaudited)

	Global	International	Pro Forma	International Pro Forma
	Fund	Fund	Adjustments	Combined
Investment Income:
Interest	$                1,362	$                    9,157	$                                      -	$                                  10,519
Dividends
Unaffiliated issuers	1,226,307	2,693,781	-	3,920,088
Less: Foreign taxes withheld	(66,215)	(236,441)	-	(302,656)
Total investment income	1,161,454	2,466,497	-	3,627,951
Expenses:
Management fees4	277,621	901,212	73,351	1,252,184
Trustees' fees	1,142	2,944	-	4,086
Audit fees	2,152	5,520	-	7,672
Distribution fees - Class II3	561	2,870	-	3,431
Compliance expense	1,793	9,281	-	11,074
Total expenses	283,269	921,827	73,351	1,278,447
Net Investment Income	878,185	1,544,670	(73,351)	2,349,504
Realized and Unrealized Gain (Loss) On Investments:
Net realized loss on investments (including net realized
gain (loss) on foreign currency related transactions)1
Unaffiliated issuers	(8,069,768)	(8,729,999)	-	(16,799,767)
Net change in unrealized appreciation on
investments (including net unrealized appreciation
(depreciation) on foreign currency related transactions)2	13,488,252	26,452,015	-	39,940,267
Net Realized and Unrealized Gain On Investments	5,418,484	17,722,016	-	23,140,500
Net Increase in Net Assets From Operations	$        6,296,669	$         19,266,686	$                       (73,351)	$                          25,490,004
</r>
<r>1 Includes foreign capital gains taxes paid of $18,068 for the International Fund.
2 Net of deferred foreign capital gains taxes of $2,164 for the International Fund.</r>
3 Class II shares commenced investment operations on May 1, 2009.
4 Adjustment due to anticipated management fee of 1.20% of the <r>combined International Fund.</r>

See Notes to Pro Forma Financial Statements

B-8

B.   Reorganization of Mid Cap Growth Fund into Mid Cap Value Fund

Pro Forma

Schedule of Portfolio Investments <r>December 31, 2009

(Unaudited)

		Mid Cap Growth			Mid Cap Value			Mid Cap Growth Pro Forma Combined1
		Shares	Value (Note 2)	%	Shares	Value (Note 2)	%	Shares	Value (Note 2)	%
COMMON STOCKS				94.53%			97.94%			96.04%
	Consumer Discretionary			17.12%			10.34%			14.13%
	AutoZone, Inc. *	26,615	4,207,033		25,700	4,062,399		52,315	8,269,432
	Bed Bath & Beyond, Inc. *	91,624	3,539,435		-	-		91,624	3,539,435
	CarMax, Inc. *	128,563	3,117,653		-	-		128,563	3,117,653
	Choice Hotels International, Inc.	-	-		60,540	1,916,697		60,540	1,916,697
	Hillenbrand, Inc.	114,960	2,165,846		-	-		114,960	2,165,846
	Interactive Data Corp.	137,625	3,481,913		-	-		137,625	3,481,913
	ITT Educational Services, Inc. *	29,400	2,821,224		28,671	2,751,269		58,071	5,572,493
	Jack in the Box, Inc. *	216,400	4,256,588		138,800	2,730,196		355,200	6,986,784
	Morningstar, Inc. *	62,909	3,041,021		-	-		62,909	3,041,021
	Omnicom Group, Inc.	94,100	3,684,015		60,700	2,376,405		154,800	6,060,420
	Pulte Homes, Inc. *	-	-		155,630	1,556,300		155,630	1,556,300
	Sears Holdings Corp. *	37,129	3,098,415		-	-		37,129	3,098,415
	Tiffany & Co.	65,762	2,827,766		-	-		65,762	2,827,766
	TJX Cos., Inc.	-	-		95,315	3,483,763		95,315	3,483,763
	Yum! Brands, Inc.	95,008	3,322,430		-	-		95,008	3,322,430
			39,563,339			18,877,029			58,440,368
	Consumer Staples			1.80%			6.73%			3.98%
	Brown-Forman Corp., Class B	77,744	4,164,746		-	-		77,744	4,164,746
	Bunge, Ltd.	-	-		35,600	2,272,348		35,600	2,272,348
	ConAgra Foods, Inc.	-	-		91,929	2,118,964		91,929	2,118,964
	Kellogg Co.	-	-		52,300	2,782,360		52,300	2,782,360
	Molson Coors Brewing Co., Class B	-	-		37,900	1,711,564		37,900	1,711,564
	Wal-Mart Stores, Inc.	-	-		63,814	3,410,858		63,814	3,410,858
			4,164,746			12,296,094			16,460,840
	Energy			8.15%			10.38%			9.13%
	El Paso Corp.	-	-		302,751	2,976,042		302,751	2,976,042
	EOG Resources, Inc.	31,990	3,112,627		-	-		31,990	3,112,627
	Forest Oil Corp. *	-	-		135,830	3,022,218		135,830	3,022,218
	Noble Corp.	101,975	4,150,382		93,915	3,822,340		195,890	7,972,722
	Noble Energy, Inc.	-	-		62,730	4,467,631		62,730	4,467,631
	PetroHawk Energy Corp. *	-	-		119,830	2,874,722		119,830	2,874,722
	Range Resources Corp.	63,309	3,155,954		-	-		63,309	3,155,954
	Southwestern Energy Co. *	94,467	4,553,309		-	-		94,467	4,553,309
	Weatherford International, Ltd. *	215,290	3,855,844		100,100	1,792,791		315,390	5,648,635
			18,828,116			18,955,744			37,783,860
	Financials			11.87%			0.00%			6.63%
	Brookfield Asset Management, Inc.,
	Class A	199,605	4,427,239		-	-		199,605	4,427,239
	Brookfield Properties Corp.	291,115	3,528,314		-	-		291,115	3,528,314
	Brown & Brown, Inc.	174,506	3,135,873		-	-		174,506	3,135,873
	Leucadia National Corp. *	177,024	4,211,401		-	-		177,024	4,211,401
	Markel Corp. *	12,022	4,087,480		-	-		12,022	4,087,480
	RLI Corp.	73,437	3,910,520		-	-		73,437	3,910,520
	SEI Investments Co.	236,455	4,142,691		-	-		236,455	4,142,691
			27,443,518			-			27,443,518

B-9

Financials - Banks			0.00%			3.57%			1.58%
Associated Banc-Corp.	-	-		84,591	931,347		84,591	931,347
Fifth Third Bancorp	-	-		216,344	2,109,354		216,344	2,109,354
Keycorp	-	-		287,459	1,595,398		287,459	1,595,398
SunTrust Banks, Inc.	-	-		92,715	1,881,187		92,715	1,881,187
		-			6,517,286			6,517,286
Financials - Diversified Financials			0.00%			5.96%			2.63%
Ameriprise Financial, Inc.	-	-		35,315	1,370,928		35,315	1,370,928
BlackRock, Inc.	-	-		15,315	3,556,143		15,315	3,556,143
JPMorgan Chase & Co.	-	-		73,115	3,046,702		73,115	3,046,702
State Street Corp.	-	-		66,615	2,900,417		66,615	2,900,417
		-			10,874,190			10,874,190
Financials - Insurance			0.00%			8.41%			3.71%
AON Corp.	-	-		69,215	2,653,703		69,215	2,653,703
Arch Capital Group, Ltd. *	-	-		66,100	4,729,455		66,100	4,729,455
Assurant, Inc.	-	-		81,215	2,394,218		81,215	2,394,218
Axis Capital Holdings, Ltd.	-	-		74,315	2,111,289		74,315	2,111,289
Unum Group	-	-		177,639	3,467,514		177,639	3,467,514
		-			15,356,179			15,356,179
Financials - Real Estate			0.00%			7.34%			3.24%
Annaly Capital Management, Inc., REIT	-	-		177,630	3,081,880		177,630	3,081,880
AvalonBay Communities, Inc., REIT	-	-		39,048	3,206,231		39,048	3,206,231
Host Hotels & Resorts, Inc., REIT *	-	-		344,532	4,020,689		344,532	4,020,689
Vornado Realty Trust, REIT	-	-		44,178	3,089,809		44,178	3,089,809
		-			13,398,609			13,398,609
Health Care			10.25%			5.99%			8.37%
CIGNA Corp.	-	-		85,214	3,005,498		85,214	3,005,498
Covance, Inc. *	55,027	3,002,823		-	-		55,027	3,002,823
CR Bard, Inc.	45,475	3,542,503		46,400	3,614,560		91,875	7,157,063
DENTSPLY International, Inc.	85,757	3,016,074		-	-		85,757	3,016,074
IDEXX  Laboratories, Inc. *	60,030	3,208,003		-	-		60,030	3,208,003
Laboratory Corp. of America
Holdings *	54,762	4,098,388		27,300	2,043,132		82,062	6,141,520
Life Technologies Corp. *	-	-		43,484	2,271,169		43,484	2,271,169
Techne Corp.	52,121	3,573,416		-	-		52,121	3,573,416
Varian Medical Systems, Inc. *	69,434	3,252,983		-	-		69,434	3,252,983
		23,694,190			10,934,359			34,628,549
Industrials			23.20%			11.15%			17.88%
Aecom Technology Corp. *	152,190	4,185,225		117,400	3,228,500		269,590	7,413,725
Copart, Inc. *	107,481	3,937,029		-	-		107,481	3,937,029
Covanta Holding Corp. *	216,248	3,911,926		-	-		216,248	3,911,926
Danaher Corp.	-	-		34,114	2,565,373		34,114	2,565,373
Expeditors International of
Washington, Inc.	109,899	3,816,792		-	-		109,899	3,816,792
Fastenal Co.	90,386	3,763,673		-	-		90,386	3,763,673
Flowserve Corp.	37,299	3,525,874		-	-		37,299	3,525,874
IDEX Corp.	135,765	4,229,080		-	-		135,765	4,229,080
ITT Corp.	-	-		43,715	2,174,384		43,715	2,174,384
Jacobs Engineering Group, Inc. *	107,985	4,061,316		-	-		107,985	4,061,316
Kirby Corp. *	112,650	3,923,600		-	-		112,650	3,923,600
Knight Transportation, Inc.	166,075	3,203,587		-	-		166,075	3,203,587
L-3 Communications Holdings, Inc.	-	-		34,600	3,008,470		34,600	3,008,470
Middleby Corp. *	72,407	3,549,391		-	-		72,407	3,549,391
Norfolk Southern Corp.	-	-		49,800	2,610,516		49,800	2,610,516
Raytheon Co.	-	-		44,400	2,287,488		44,400	2,287,488
Republic Services, Inc.	-	-		66,114	1,871,687		66,114	1,871,687
Ritchie Bros Auctioneers, Inc.	165,010	3,701,174		-	-		165,010	3,701,174

B-10

Tyco International, Ltd. *	-	-		73,015	2,605,175		73,015	2,605,175
Wabtec Corp./DE	102,690	4,193,860		-	-		102,690	4,193,860
Waste Management, Inc.	107,263	3,626,562		-	-		107,263	3,626,562
		53,629,089			20,351,593			73,980,682
Information Technology			13.46%			9.64%			11.77%
Amphenol Corp., Class A	91,852	4,241,725		-	-		91,852	4,241,725
Arrow Electronics, Inc. *	-	-		83,315	2,466,957		83,315	2,466,957
BMC Software, Inc. *	61,400	2,462,140		-	-		61,400	2,462,140
Brocade Communications
Systems, Inc. *	387,600	2,957,388		443,759	3,385,881		831,359	6,343,269
Concur Technologies, Inc. *	77,364	3,307,311		-	-		77,364	3,307,311
Factset Research Systems, Inc.	41,858	2,757,187		-	-		41,858	2,757,187
FLIR Systems, Inc. *	88,743	2,903,671		-	-		88,743	2,903,671
KLA-Tencor Corp.	-	-		63,915	2,311,166		63,915	2,311,166
Mantech International Corp., Class A *	60,600	2,925,768		-	-		60,600	2,925,768
Maxim Integrated Products, Inc.	197,600	4,011,280		167,500	3,400,250		365,100	7,411,530
Micron Technology, Inc. *	-	-		341,844	3,609,873		341,844	3,609,873
Novellus Systems, Inc. *	122,535	2,859,967		-	-		122,535	2,859,967
Synopsys, Inc. *	-	-		108,614	2,419,920		108,614	2,419,920
Teradata Corp. *	85,580	2,689,779		-	-		85,580	2,689,779
		31,116,216			17,594,047			48,710,263
Materials			6.48%			6.75%			6.60%
Bemis Co., Inc.	105,635	3,132,078		-	-		105,635	3,132,078
Cliffs Natural Resources, Inc.	50,280	2,317,405		-	-		50,280	2,317,405
Freeport-McMoRan
Copper & Gold, Inc. *	-	-		15,465	1,241,685		15,465	1,241,685
Ecolab, Inc.	71,425	3,184,127		-	-		71,425	3,184,127
Ecolab, Inc.	-	-		61,900	2,759,502		61,900	2,759,502
FMC Corp.	-	-		51,527	2,873,145		51,527	2,873,145
Martin Marietta Materials, Inc.	43,337	3,874,761		-	-		43,337	3,874,761
Nucor Corp.	-	-		35,800	1,670,070		35,800	1,670,070
Pactiv Corp. *	-	-		91,615	2,211,586		91,615	2,211,586
Valspar Corp.	91,316	2,478,316		-	-		91,316	2,478,316
Weyerhaeuser Co.	-	-		36,415	1,570,943		36,415	1,570,943
		14,986,687			12,326,931			27,313,618
Telecommunication Services			0.88%			2.78%			1.72%
CenturyTel, Inc.	-	-		49,886	1,806,372		49,886	1,806,372
Crown Castle International Corp. *	-	-		83,914	3,276,003		83,914	3,276,003
Millicom International
Cellular S.A.	27,581	2,034,650		-	-		27,581	2,034,650
		2,034,650			5,082,375			7,117,025
Utilities			1.32%			8.90%			4.67%
Edison International	-	-		74,015	2,574,242		74,015	2,574,242
EQT Corp.	69,399	3,048,004		-	-		69,399	3,048,004
NRG Energy, Inc. *	-	-		74,400	1,756,584		74,400	1,756,584
Oneok, Inc.	-	-		45,615	2,033,061		45,615	2,033,061
Progress Energy, Inc.	-	-		74,515	3,055,860		74,515	3,055,860
Sempra Energy	-	-		71,214	3,986,560		71,214	3,986,560
Xcel Energy, Inc.	-	-		134,429	2,852,583		134,429	2,852,583
		3,048,004			16,258,890			19,306,894
Total Common Stocks		218,508,555			178,823,326			397,331,881
INVESTMENT COMPANY			5.62%			1.96%			4.00%
iShares COMEX Gold
Trust ETF *	37,238	3,998,244		-	-		37,238	3,998,244
SSgA Prime Money Market Fund	8,987,425	8,987,425		3,586,713	3,586,713		12,574,138	12,574,138
Total Investment Company		12,985,669			3,586,713			16,572,382

B-11

	TOTAL INVESTMENTS	231,494,224	100.15%	182,410,039	99.90%	413,904,263	100.04%
	NET OTHER ASSETS AND          LIABILITIES	(353,911)	-0.15%	174,711	0.10%	($179,200)	-0.04%
	TOTAL NET ASSETS	$       231,140,313	100.00%	$     182,584,750	100.00%	$     413,725,063	100.00%
	TOTAL COST**	$194,182,331		$164,012,710		$358,195,041
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was:	$195,057,136		$166,236,654		$361,293,790
ETF	Exchange Traded Fund.
REIT	Real Estate Investment Trust.

1Following the merger, the Mid Cap Growth Fund is deemed the accounting survivor therefore the pro forma combinedis reflected as such.</r>

<r>All securities to be held in the combined fund after the reorganization will comply with the investment restrictions and compliance guidelines of both funds.</r>

See Notes to Pro Forma Financial Statements

B-12

Pro Forma

Statements of Assets and Liabilities as of <r>December 31, 2009

(Unaudited)

				Mid Cap Growth
	Mid Cap	Mid Cap	Pro Forma	Pro Forma
	Growth Fund	Value Fund	Adjustments	Combined2
Assets:
Investments in securities, at cost
Unaffiliated issuers	$            194,182,331	$          164,012,710	$                             -	$     358,195,041
Net unrealized appreciation
Unaffiliated issuers	37,311,893	18,397,329	-	55,709,222
Total investments at value	231,494,224	182,410,039	-	$     413,904,263
Receivables:
Investments sold	797,591	-	-	797,591
Fund shares sold	177,745	153,041	-	330,786
Dividends and interest	170,818	377,360	-	548,178
Reclaims	-	1,102	-	1,102
Total Assets	232,640,378	182,941,542	-	$     415,581,920
Liabilities:
Payables:
Investments purchased	1,204,447	-	-	1,204,447
Fund shares repurchased	125,522	199,913	-	325,435
Accrued management fees	164,345	153,098	-	317,443
Distribution fees - Class II1	342	599	-	941
Accrued expenses and other payables	5,409	3,182	-	8,591
Total Liabilities	1,500,065	356,792	-	1,856,857
Net Assets	$            231,140,313	$          182,584,750	$                             -	$     413,725,063
Net Assets consist of:
Paid-in capital	$            299,168,009	$          236,205,189	$                             -	$     535,373,198
Accumulated undistributed (distribution in excess of)
net investment income	-	-	-	-
Accumulated net realized loss on investments sold and foreign
currency related transactions	(105,339,589)	(72,017,768)	-	(177,357,357)
Unrealized appreciation of investments (including
appreciation (depreciation) of foreign currency related transactions)	37,311,893	18,397,329	-	55,709,222
Net Assets	$            231,140,313	$          182,584,750	$                             -	$     413,725,063
Class I Shares:
Net Assets	$            229,395,587	$          179,516,382	$                             -	$     408,911,969
Shares of beneficial interest outstanding3	51,693,351	15,173,978	(32,291,958)	34,575,371
Net Asset Value and redemption price per share	$                         4.44	$                     11.83	$                             -	$                 11.83
Class II Shares1:
Net Assets	$               1,744,726	$             3,068,368	$                             -	$          4,813,094
Shares of beneficial interest outstanding3	393,799	259,343	(246,332)	406,810
Net Asset Value and redemption price per share	$                        4.43	$                    11.83	$                             -	$                 11.83

1Class II shares commenced investment operations on May 1, 2009.

2 Following the merger, the Mid Cap Growth is deemed the accounting survivor therefore the pro forma combined is reflected as such.

3The correlating Mid Cap Growth Fund classes are exchanged for the Mid Cap Value Fund classes at the Mid Cap Value Fund’s ending NAV.</r>

See Notes to Pro Forma Financial Statements

B-13

Pro Forma

Statements of Operations For the Year Ended <r>December 31, 2009

(Unaudited)

				Mid Cap Growth
	Mid Cap	Mid Cap	Pro Forma	Pro Forma
	Growth Fund	Value Fund	Adjustments	Combined3
Investment Income:
Interest	$                 23,637	$                 16,859	$                                   -	$                      40,496
Dividends
Unaffiliated issuers	1,624,296	3,718,063	-	5,342,359
Less: Foreign taxes withheld	(23,731)	-	-	(23,731)
Total investment income	1,624,202	3,734,922	-	5,359,124
Expenses:
Management fees2	1,689,214	1,627,137	(62,378)	3,253,973
Trustees' fees	7,880	6,408	-	14,288
Audit fees	14,409	12,182	-	26,591
Distribution fees - Class II1	1,257	2,153	-	3,410
Compliance expense	15,562	14,338	-	29,900
Total expenses	1,728,322	1,662,218	(62,378)	3,328,162
Net Investment Income (loss)	(104,120)	2,072,704	62,378	2,030,962
Realized and Unrealized Gain (Loss) On Investments:
Net realized loss on investments (including net realized
gain (loss) on foreign currency related transactions)
Unaffiliated issuers	(37,900,000)	(29,708,369)	-	(67,608,369)
Net change in unrealized appreciation on
investments (including net unrealized appreciation
(depreciation) on foreign currency related transactions)	115,517,618	66,367,611	-	181,885,229
Net Realized and Unrealized Gain On Investments	77,617,618	36,659,242	-	114,276,860
Net Increase in Net Assets From Operations	$        77,513,498	$        38,731,946	$                    62,378	$           116,307,822

1Class II shares commenced investment operations on May 1, 2009.

2Adjustment due to anticipated management fee of 0.90% of the Combined Mid Cap Fund

3Following the merger, the Mid Cap Growth Fund is deemed the accounting survivor therefore the pro forma combined is reflected as such.</r>

See Notes to Pro Forma Financial Statements

B-14

C.Reorganization of Small Cap Growth Fund into Small Cap Value Fund

Pro Forma

Schedule of Portfolio Investments <r>December 31, 2009

 (Unaudited)

		Small Cap Growth			Small Cap Value			Small Cap Value Pro Forma Combined
		Shares	Value (Note 2)	%	Shares	Value (Note 2)	%	Shares	Value (Note 2)	%
COMMON STOCKS				90.69%			95.74%			93.99%
	Consumer Discretionary			9.37%			16.92%			14.30%
	Arbitron, Inc.	-	$                -		6,800	$    159,256		6,800	$    159,256
	Bally Technologies, Inc. *	-	-		1,100	45,419		1,100	45,419
	Cato Corp./The, Class A	-	-		9,200	184,552		9,200	184,552
	CEC Entertainment, Inc. *	-	-		3,200	102,144		3,200	102,144
	Choice Hotels International, Inc.	-	-		3,400	107,644		3,400	107,644
	Dress Barn, Inc. *	400	9,240		4,500	103,950		4,900	113,190
	Drew Industries, Inc. *	2,200	45,430		-	-		2,200	45,430
	Guess?, Inc.	1,700	71,910		-	-		1,700	71,910
	Gymboree Corp. *	1,100	47,839		-	-		1,100	47,839
	Helen of Troy, Ltd. *	-	-		6,600	161,436		6,600	161,436
	Hibbett Sports, Inc. *	-	-		4,000	87,960		4,000	87,960
	JOS A Bank Clothiers, Inc. *	1,600	67,504		-	-		1,600	67,504
	Matthews International Corp.,          Class A	-	-		2,800	99,204		2,800	99,204
	Men's Wearhouse, Inc./The	2,900	61,074		-	-		2,900	61,074
	PF Chang's China Bistro, Inc. *	1,700	64,447		-	-		1,700	64,447
	Sonic Corp. *	-	-		8,400	84,588		8,400	84,588
	Stage Stores, Inc.	-	-		14,300	176,748		14,300	176,748
	Tempur-Pedic International, Inc.*	-	-		2,800	66,164		2,800	66,164
	Unifirst Corp./MA	-	-		1,600	76,976		1,600	76,976
	WMS Industries, Inc. *	1,500	60,000		-	-		1,500	60,000
			427,444			1,456,041			1,883,485
	Consumer Staples			2.37%			5.15%			4.19%
	Casey's General Stores, Inc.	-	-		3,500	111,720		3,500	111,720
	Green Mountain Coffee Roasters, Inc. *	300	24,441		-	-		300	24,441
	Herbalife, Ltd.	-	-		4,800	194,736		4,800	194,736
	Lance, Inc.	-	-		5,200	136,760		5,200	136,760
	Ruddick Corp.	1,600	41,168		-	-		1,600	41,168
	United Natural Foods, Inc. *	1,600	42,784		-	-		1,600	42,784
			108,393			443,216			551,609
	Energy			9.67%			4.93%			6.57%
	Atwood Oceanics, Inc. *	1,400	50,190		-	-		1,400	50,190
	Brigham Exploration Co. *	700	9,485		-	-		700	9,485
	CARBO Ceramics, Inc.	1,300	88,621		-	-		1,300	88,621
	Carrizo Oil & Gas, Inc. *	3,000	79,470		-	-		3,000	79,470
	Dril-Quip, Inc. *	400	22,592		-	-		400	22,592
	Penn Virginia Corp.	3,400	72,386		5,200	110,708		8,600	183,094
	Petroleum Development Corp. *	2,700	49,167		-	-		2,700	49,167
	RPC, Inc.	5,300	55,120		-	-		5,300	55,120
	SEACOR Holdings, Inc. *	-	-		1,470	112,088		1,470	112,088
	St. Mary Land & Exploration Co.	-	-		1,900	65,056		1,900	65,056
	Superior Well Services, Inc. *	1,000	14,260		-	-		1,000	14,260
	Whiting Petroleum Corp. *	-	-		1,900	135,755		1,900	135,755
			441,291			423,607			864,898
	Financials			6.44%			21.55%			16.31%
	Alleghany Corp. *	-	-		260	71,760		260	71,760
	American Campus Communities, Inc., REIT	-	-		3,200	89,920		3,200	89,920
	Ares Capital Corp.	-	-		12,133	151,056		12,133	151,056
	Assured Guaranty, Ltd.	-	-		3,500	76,160		3,500	76,160
	Cash America International, Inc.	300	10,488		-	-		300	10,488
	Credit Acceptance Corp. *	-	-		1,500	63,150		1,500	63,150
	Delphi Financial Group, Inc., Class A	-	-		7,600	170,012		7,600	170,012
	DiamondRock Hospitality Co., REIT	-	-		7,600	64,372		7,600	64,372
	eHealth, Inc. *	1,400	23,002		-	-		1,400	23,002
	Financial Federal Corp.	-	-		2,700	74,250		2,700	74,250
	First Busey Corp.	-	-		12,037	46,824		12,037	46,824
	First Midwest Bancorp, Inc./IL	-	-		10,400	113,256		10,400	113,256
	GAMCO Investors, Inc., Class A	800	38,632		-	-		800	38,632
	Greenhill & Co., Inc.	400	32,096		-	-		400	32,096
	Hancock Holding Co.	700	30,653		-	-		700	30,653

B-15

International Bancshares Corp.	-	-		5,790	109,605		5,790	109,605
KBW, Inc. *	2,600	71,136		-	-		2,600	71,136
Mack-Cali Realty Corp., REIT	-	-		1,800	62,226		1,800	62,226
MB Financial, Inc.	-	-		5,600	110,432		5,600	110,432
NewAlliance Bancshares, Inc.	-	-		5,200	62,452		5,200	62,452
Omega Healthcare Investors, Inc.,        REIT	1,600	31,120		-	-		1,600	31,120
Pico Holdings, Inc. *	400	13,092		-	-		400	13,092
Platinum Underwriters Holdings, Ltd.	-	-		3,900	149,331		3,900	149,331
Realty Income Corp., REIT	-	-		4,200	108,822		4,200	108,822
Reinsurance Group of America, Inc.	-	-		1,600	76,240		1,600	76,240
SVB Financial Group *	700	29,183		-	-		700	29,183
Validus Holdings, Ltd.	-	-		2,823	76,051		2,823	76,051
Webster Financial Corp.	-	-		9,900	117,513		9,900	117,513
Westamerica Bancorporation	-	-		1,100	60,907		1,100	60,907
World Acceptance Corp. *	400	14,332		-	-		400	14,332
		293,734			1,854,339			2,148,073
Health Care			21.62%			7.63%			12.48%
Alkermes, Inc. *	3,100	29,171		-	-		3,100	29,171
Allscripts-Misys Healthcare Solutions, Inc. *	3,300	66,759		-	-		3,300	66,759
AMAG Pharmaceuticals, Inc. *	1,200	45,636		-	-		1,200	45,636
American Medical Systems Holdings, Inc. *	2,700	52,083		-	-		2,700	52,083
AMN Healthcare Services, Inc. *	5,100	46,206		-	-		5,100	46,206
Amsurg Corp. *	3,000	66,060		4,200	92,484		7,200	158,544
Amylin Pharmaceuticals, Inc. *	800	11,352		-	-		800	11,352
Analogic Corp.	500	19,255		-	-		500	19,255
Arena Pharmaceuticals, Inc. *	8,000	28,400		-	-		8,000	28,400
BioMarin Pharmaceutical, Inc. *	400	7,524		-	-		400	7,524
Centene Corp. *	1,200	25,404		3,800	80,446		5,000	105,850
Charles River Laboratories International, Inc. *	-	-		3,900	131,391		3,900	131,391
Corvel Corp. *	-	-		2,600	87,204		2,600	87,204
Cubist Pharmaceuticals, Inc. *	1,800	34,146		-	-		1,800	34,146
Emeritus Corp. *	1,800	33,750		-	-		1,800	33,750
ev3, Inc. *	4,200	56,028		-	-		4,200	56,028
ICON PLC, ADR *	-	-		3,800	82,574		3,800	82,574
ICU Medical, Inc. *	1,900	69,236		2,700	98,388		4,600	167,624
Illumina, Inc. *	700	21,455		-	-		700	21,455
Landauer, Inc.	600	36,840		-	-		600	36,840
MAP Pharmaceuticals, Inc. *	1,200	11,436		-	-		1,200	11,436
Medicines Co./The *	1,900	15,846		-	-		1,900	15,846
Mednax, Inc. *	300	18,033		-	-		300	18,033
Myriad Genetics, Inc. *	2,400	62,640		-	-		2,400	62,640
National Healthcare Corp.	600	21,666		-	-		600	21,666
OSI Pharmaceuticals, Inc. *	700	21,721		-	-		700	21,721
PSS World Medical, Inc. *	3,900	88,023		-	-		3,900	88,023
Psychiatric Solutions, Inc. *	1,200	25,368		-	-		1,200	25,368
Regeneron Pharmaceuticals, Inc. *	700	16,926		-	-		700	16,926
United Therapeutics Corp. *	400	21,060		-	-		400	21,060
Universal American Corp./NY *	-	-		7,200	84,240		7,200	84,240
Viropharma, Inc. *	1,800	15,102		-			1,800	15,102
West Pharmaceutical Services, Inc.	500	19,600		-	-		500	19,600
		986,726			656,727			1,643,453
Industrials			19.19%			20.64%			20.14%
AAR Corp. *	2,200	50,556		-	-		2,200	50,556
ACCO Brands Corp. *	-	-		14,000	101,920		14,000	101,920
Actuant Corp., Class A	1,600	29,648		-	-		1,600	29,648
Acuity Brands, Inc.	-	-		2,700	96,228		2,700	96,228
Albany International Corp., Class A	-	-		8,100	181,926		8,100	181,926
Belden, Inc.	-	-		9,700	212,624		9,700	212,624
Bowne & Co., Inc.	-	-		8,858	59,171		8,858	59,171
Bucyrus International, Inc.	1,300	73,281		-	-		1,300	73,281
Carlisle Cos., Inc.	-	-		8,700	298,062		8,700	298,062
Corrections Corp. of America *	400	9,820		-	-		400	9,820
EnergySolutions, Inc.	7,700	65,373		-	-		7,700	65,373
ESCO Technologies, Inc.	-	-		1,200	43,020		1,200	43,020
Esterline Technologies Corp. *	400	16,308		-	-		400	16,308
GATX Corp.	-	-		4,800	138,000		4,800	138,000
Genesee & Wyoming, Inc., Class A *	-	-		4,100	133,824		4,100	133,824
GeoEye, Inc. *	2,300	64,124		-	-		2,300	64,124
GrafTech International, Ltd. *	1,300	20,215		-	-		1,300	20,215
Kaydon Corp.	1,300	46,488		-	-		1,300	46,488
Kirby Corp. *	-	-		2,600	90,558		2,600	90,558
Korn/Ferry International *	3,400	56,100		-	-		3,400	56,100
MasTec, Inc. *	3,000	37,500		-	-		3,000	37,500

B-16

	Middleby Corp. *	1,700	83,334		-	-		1,700	83,334
	Moog, Inc., Class A *	1,100	32,153		-	-		1,100	32,153
	MPS Group, Inc. *	4,300	59,082		-	-		4,300	59,082
	Mueller Industries, Inc.	-	-		5,400	134,136		5,400	134,136
	Old Dominion Freight Line, Inc. *	2,100	64,470		-	-		2,100	64,470
	Resources Connection, Inc. *	1,500	31,830		-	-		1,500	31,830
	Sterling Construction Co., Inc. *	-	-		3,000	57,540		3,000	57,540
	SYKES Enterprises, Inc. *	1,100	28,017		-	-		1,100	28,017
	Triumph Group, Inc.	500	24,125		-	-		500	24,125
	United Stationers, Inc. *	700	39,795		3,800	216,030		4,500	255,825
	Vitran Corp., Inc. *	-	-		1,200	13,044		1,200	13,044
	Waste Connections, Inc. *	1,300	43,342		-	-		1,300	43,342
			875,561			1,776,083			2,651,644
	Information Technology			20.03%			9.05%			12.86%
	Anixter International, Inc. *	1,600	75,360		-	-		1,600	75,360
	ANSYS, Inc. *	1,600	69,536		-	-		1,600	69,536
	Benchmark Electronics, Inc. *	4,000	75,640		-	-		4,000	75,640
	Coherent, Inc. *	-	-		1,100	32,703		1,100	32,703
	CommScope, Inc. *	2,400	63,672		-	-		2,400	63,672
	Concur Technologies, Inc. *	2,300	98,325		-	-		2,300	98,325
	Diebold, Inc.	-	-		4,600	130,870		4,600	130,870
	Electronics for Imaging, Inc. *	-	-		6,475	84,240		6,475	84,240
	Equinix, Inc. *	800	84,920		-	-		800	84,920
	Factset Research Systems, Inc.	600	39,522		-	-		600	39,522
	FLIR Systems, Inc. *	2,300	75,256		-	-		2,300	75,256
	Itron, Inc. *	500	33,785		-	-		500	33,785
	Littelfuse, Inc. *	1,500	48,225		-	-		1,500	48,225
	MAXIMUS, Inc.	200	10,000		3,500	175,000		3,700	185,000
	MKS Instruments, Inc. *	2,500	43,525		-	-		2,500	43,525
	MTS Systems Corp.	-	-		1,700	48,858		1,700	48,858
	NAM TAI Electronics, Inc. *	-	-		6,600	34,518		6,600	34,518
	NVE Corp. *	300	12,393		-	-		300	12,393
	Polycom, Inc. *	3,400	84,898		-	-		3,400	84,898
	Quest Software, Inc. *	1,100	20,240		-	-		1,100	20,240
	Varian Semiconductor Equipment Associates, Inc. *	2,200	78,936		-	-		2,200	78,936
	Websense, Inc. *	-	-		6,400	111,744		6,400	111,744
	Xyratex, Ltd. *	-	-		4,200	55,902		4,200	55,902
	Zebra Technologies Corp., Class A *	-	-		3,700	104,932		3,700	104,932
			914,233			778,767			1,693,000
	Materials			1.58%			4.59%			3.54%
	Aptargroup, Inc.	-	-		3,200	114,368		3,200	114,368
	Allied Nevada Gold Corp. *	1,300	19,604		-	-		1,300	19,604
	Deltic Timber Corp.	800	36,944		2,300	106,214		3,100	143,158
	LSB Industries, Inc. *	1,100	15,510		-	-		1,100	15,510
	Zep, Inc.	-	-		10,050	174,066		10,050	174,066
			72,058			394,648			466,706
	Telecommunication Services			0.42%			0.00%			0.15%
	Syniverse Holdings, Inc. *	1,100	19,228		-	-		1,100	19,228
	Utilities			0.00%			5.28%			3.45%
	Atmos Energy Corp.	-	-		3,400	99,960		3,400	99,960
	New Jersey Resources Corp.	-	-		1,250	46,750		1,250	46,750
	Unisource Energy Corp.	-	-		4,100	131,979		4,100	131,979
	Westar Energy, Inc.	-	-		4,700	102,084		4,700	102,084
	WGL Holdings, Inc.	-	-		2,200	73,788		2,200	73,788
			-			454,561			454,561
	Total Common Stocks		4,138,668			8,237,989			12,376,657
		Par Value			Par Value			Par Value
CERTIFICATE OF DEPOSIT				4.83%			0.00%			1.67%
	State Street Eurodollar	$  220,328	220,328		$              -	-		$ 220,328	220,328
	0.010%, due 01/04/10
	Total Certificate of Deposit		220,328			-			220,328
		Shares			Shares			Shares
INVESTMENT COMPANY				4.55%			4.07%			4.24%
	SSgA Prime Money Market Fund	207,600	207,600		350,264	350,264		557,864	557,864
	Total Investment Company		207,600			350,264			557,864

B-17

TOTAL INVESTMENTS		4,566,596	100.07%	8,588,253	99.81%	13,154,849	99.90%
NET OTHER ASSETS AND LIABILITIES		(3,200)	-0.07%	16,763	0.19%	13,563	0.10%
TOTAL NET ASSETS		$  4,563,396	100.00%	$   8,605,016	100.00%	$   13,168,412	100.00%
	TOTAL COST**	$  3,943,997		$    8,086,456		$    12,030,453
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was:	$  3,959,219		$   8,163,574		$   12,122,793
ADR	American Depositary Receipt.
PLC	Public Limited Company.
REIT	Real Estate Investment Trust.</r>

<r>All securities to be held in the combined fund after the reorganization will comply with the investment restrictions and compliance guidelines of both funds.</r>

See Notes to Pro Forma Financial Statements

B-18

Pro Forma

Statements of Assets and Liabilities as of <r>December 31, 2009

(Unaudited)

				Small Cap Value
	Small Cap	Small Cap	Pro Forma	Pro Forma
	Growth Fund	Value Fund	Adjustments	Combined
Assets:
Investments in securities, at cost
Unaffiliated issuers	$               3,943,997	$              8,086,456	$                            -	$               12,030,453
Net unrealized appreciation
Unaffiliated issuers	622,599	501,797	-	1,124,396
Total investments at value	4,566,596	8,588,253	-	$               13,154,849
Receivables:
Investments sold	-	24,405	-	24,405
Fund shares sold	220	1,155	-	1,375
Dividends and interest	923	10,171	-	11,094
Total Assets	4,567,739	8,623,984	-	$               13,191,723
Liabilities:
Payables:
Fund shares repurchased	-	10,794	-	10,794
Accrued management fees	4,230	7,883	-	12,113
Distribution fees - Class II1	2	123	-	125
Accrued expenses and other payables	111	168	-	279
Total Liabilities	4,343	18,968	-	23,311
Net Assets	$               4,563,396	$              8,605,016	$                            -	$               13,168,412
Net Assets consist of:
Paid-in capital	$               6,999,649	$              9,139,752	$                            -	$               16,139,401
Accumulated undistributed net investment income	-	891	-	891
Accumulated net realized loss on investments sold and foreign
currency related transactions	(3,058,852)	(1,037,424)	-	(4,096,276)
Unrealized appreciation of investments (including
appreciation (depreciation) of foreign currency related transactions)	622,599	501,797	-	1,124,396
Net Assets	$               4,563,396	$              8,605,016	$                            -	$               13,168,412
Class I Shares:
Net Assets	$               4,556,187	$              7,988,660	$                            -	$               12,544,847
Shares of beneficial interest outstanding2	690,858	935,793	(157,749)	1,468,902
Net Asset Value and redemption price per share	$                          6.59	$                         8.54	$                            -	$                            8.54
Class II Shares1:
Net Assets	$                       7,209	$                 616,356	$                            -	$                     623,565
Shares of beneficial interest outstanding2	1,095	72,195	(251)	73,039
Net Asset Value and redemption price per share	$                          6.58	$                         8.54	$                            -	$                            8.54

1Class II shares commenced investment operations on May 1, 2009.

       2The correlating Small Cap Growth Fund classes are exchanged for the Small Cap Value Fund classes at the Small Cap Value Fund’s ending NAV.</r>

See Notes to Pro Forma Financial Statements

B-19

Pro Forma

Statements of Operations for the Year Ended <r>December 31, 2009

(Unaudited)

					Small Cap Value
		Small Cap	Small Cap	Pro Forma	Pro Forma
		Growth Fund	Value Fund	Adjustments	Combined
Investment Income:
Interest		$                       317	$                    949	$                                    -	$                              1,266
Dividends					-
Unaffiliated issuers		31,720	127,030	-	158,750
Total investment income		32,037	127,979	-	160,016
Expenses:					-
Management fees		45,734	74,725	-	120,459
Trustees' fees		167	255	-	422
Audit fees		312	469	-	781
Distribution fees - Class II1		7	481	-	488
Compliance expense		385	278	-	663
Total expenses		46,605	76,208	-	122,813
Net Investment Income (loss)		(14,568)	51,771	-	37,203
Realized and Unrealized Gain (Loss) On Investments:
Net realized loss on investments (including net realized
gain (loss) on foreign currency related transactions)
Unaffiliated issuers		(734,906)	(617,038)	-	(1,351,944)
Net change in unrealized appreciation on
investments (including net unrealized appreciation
(depreciation) on foreign currency related transactions)		1,444,846	2,621,695	-	4,066,541
Net Realized and Unrealized Gain On Investments		709,940	2,004,657	-	2,714,597
Net Increase in Net Assets From Operations		$              695,372	$        2,056,428	$                                    -	$                      2,751,800
	</r>
1  Class II shares commenced investment operations on May 1, 2009.

See Notes to Pro Forma Financial Statements

B-20

Notes to <r> Pro forma </r>Financial Statements (Unaudited)

1. Description of the Funds

The International Fund, Mid Cap Value Fund and the Small Cap Value Fund are each a series of the Ultra Series Fund.  The Ultra Series Fund (“the Trust”), a Massachusetts business trust, is registered under the Investment Company Act of 1940 (the “1940 Act’’), as amended, as a diversified, open-end management investment company.

The International Fund, Mid Cap Value Fund and the Small Cap Value Fund offer two classes of shares: Class I and Class II.  Each class of shares represents an interest in the assets of the respective fund and has identical voting, dividend, liquidation and other rights, except that each class of shares bears its own distribution fees and servicing fees, if any, and its proportional share of fund level expenses, and has exclusive voting rights on matters pertaining to Rule 12b-1 of the 1940 Act as it relates to that class and other class-specific matters.

2.  Basis of Combination

The accompanying pro forma financial statements are presented to show the effect of the proposed acquisition of the Global Securities Fund by the International Stock Fund, the Mid Cap Growth Fund by the Mid Cap Value Fund and the Small Cap Growth Fund by the Small Cap Value Fund as if such acquisition had taken place on the first business day after the period ended, as of <r>January 1, 2010.</r>

The Global Securities Fund, Mid Cap Growth Fund and Small Cap Growth Fund are referred to herein collectively as the “Merging Funds,” and each, as a “Merging Fund”.   The International Stock Fund, Mid Cap Value Fund and Small Cap Value Fund are referred to herein collectively as the “Acquiring Funds,” and each, as an “Acquiring Fund”.  The Merging Funds and the Acquiring Funds are referred to herein collectively as the “Funds,” and each, as a “Fund”.  The International Reorganization, the Mid Cap Reorganization and the Small Cap Reorganization are referred to herein collectively as the “Reorganizations,” and each, as a “Reorganization”.

Under the terms of the Plan of Reorganization, the combination of the Global Securities Fund by the International Stock Fund, the Mid Cap Growth Fund by the Mid Cap Value Fund and the Small Cap Growth Fund by the Small Cap Value Fund will be accounted for by the method of accounting for tax-free mergers of investment companies.  The acquisitions would be accomplished by an acquisition of the net assets of Merging Funds in exchange for shares of the Acquiring Funds at net asset value.  The Statements of Assets and Liabilities and the related statements of operations of the Merging Funds and the Acquiring Funds have been combined as of and for the twelve months ended <r>December 31, </r>2009.  Following the acquisition, the International Stock Fund, the Mid Cap Growth Fund, and the Small Cap Value Fund will be the accounting survivors.  In accordance with accounting principles generally accepted in the United States, the historical cost of investment securities will be carried forward to the surviving accounting funds, the International Stock Fund, the Mid Cap Growth Fund, and the Small Cap Value Fund and the results of operations for pre-combination periods of the Merging Funds will not be restated.

The accompanying pro forma financial statements should be read in conjunction with the financial statements of the Merging Funds and the Acquiring Funds included in their respective<r></r> annual reports dated <r>December 31,</r> 2009.

The following notes refer to the accompanying pro forma financial statements as if the above-mentioned acquisition of the Merging Funds by the Acquiring Funds had taken place as of <r>January 1, 2010.</r>

3.  Significant Accounting Policies

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements.

Portfolio Valuation:  The net asset value (“NAV”) for the Funds is calculated in exactly the same manner.  Namely, it is calculated once, at the close of regular trading on the New York Stock Exchange (“NYSE”), usually 4:00 p.m. Eastern Time, each business day that the NYSE is open. The net asset value per share is computed by dividing the total net assets of each Fund by the total number of each Fund’s outstanding shares.  Total net assets are determined by adding the total current value of portfolio securities, cash, receivables, and other assets and subtracting liabilities. Short-term instruments having maturities of 60 days or less are valued on an amortized cost basis, which approximates market value.

Equity securities and exchange-traded funds (“ETFs”) listed on any U.S. or foreign stock exchange or quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) are valued at the last quoted sale price or official closing price on that exchange or NASDAQ on the valuation day (provided that, for securities traded on NASDAQ, the Funds utilize the NASDAQ Official Closing Price).  If no sale occurs, (a) equities traded on a U.S. exchange or on NASDAQ are valued at the

B-21

mean between the closing bid and closing asked prices, and (b) equity securities traded on a foreign exchange are valued at the official bid price.  Debt securities purchased with a remaining maturity of 61 days or more are valued by a pricing service selected by the Funds or on the basis of dealer-supplied quotations.  Investments in shares of open-ended mutual funds, including money market funds, are valued at their daily NAV.

Over-the-counter securities not quoted or traded on NASDAQ are valued at the last sale price on the valuation day.  If no sale occurs on the valuation day, an over-the-counter security is valued at the mean between the last bid and asked prices.  Over-the-counter options are valued based upon prices provided by market makers in such securities or dealers in such currencies.  Exchange-traded options are valued at the last sale or bid price on the exchange where such option contract is principally traded.  Financial futures contracts generally are valued at the settlement price established by the exchange(s) on which the contracts are primarily traded.  The Trust’s Valuation Committee estimates the fair value of futures positions affected by the daily limit by using its valuation procedures for determining fair value, when necessary.  Spot and forward foreign currency exchange contracts are valued based on quotations supplied by dealers in such contracts.  Overnight repurchase agreements are valued at cost, and term repurchase agreements (i.e., those whose maturity exceeds seven days), swaps, caps, collars and floors are valued at the average of the closing bids obtained daily from at least one dealer.

The value of all assets and liabilities expressed in foreign currencies are converted into U.S. dollar values using the then-current exchange rate as of Noon Eastern Time on each day that the New York Stock Exchange is open for business.

All other securities for which either quotations are not readily available, no other sales have occurred, or in MAM’s opinion, do not reflect the current market value, are appraised at their fair values as determined in good faith by the Pricing Committee and under the general supervision of the Board of Trustees.  When fair value pricing of securities is employed, the prices of securities used by the Funds to calculate NAV may differ from market quotations or official closing prices.  A Fund’s investments (or underlying fund) will be valued at fair value if, in the judgment of the Pricing Committee, an event impacting the value of an investment occurred between the closing time of a security’s primary market or exchange (for example, a foreign exchange or market) and the time the Fund’s share price is calculated.  Significant events may include, but are not limited to, the following:  (1) significant fluctuations in domestic markets, foreign markets or foreign currencies; (2) occurrences not directly tied to the securities markets such as natural disasters, armed conflicts or significant government actions; and (3) major announcements affecting a single issuer or an entire market or market sector.  In responding to a significant event, the Valuation Committee would determine the fair value of affected securities considering factors including, but not limited to:  fundamental analytical data relating to the investment; the nature and duration of any restrictions on the disposition of the investment; and the forces influencing the market(s) in which the investment is purchased or sold.  The Pricing Committee may rely on an independent fair valuation service to adjust the valuations of foreign equity securities based on specific market-movement parameters established by the Committee and approved by the Funds.

Security Transactions and Investment Income:  Security transactions are accounted for on a trade date basis. Net realized gains or losses on sales are determined by the identified cost method. Interest income is recorded on an accrual basis. Dividend income is recorded on ex-dividend date. Amortization and accretion are recorded on the effective yield method.

Fair Value Measurements:Each fund has adopted the Financial Accounting Standards Board (“FASB”) guidance on fair value measurements.  Fair value is defined as the price that each fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data "inputs" and minimize the use of unobservable "inputs" and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

•    Level 1 – unadjusted quoted prices in active markets for identical investments

•    Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•    Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

In April 2009, the FASB also issued guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. The valuation techniques used by the funds to measure fair value for the period ended <r>December 31, </r>2009 maximized the use of observable inputs and minimized the use of unobservable inputs. The funds utilized the following fair value techniques: multi-dimensional relational pricing model and option adjusted spread pricing; the funds estimated the price that would have prevailed

B-22

in a liquid market for an international equity security given information available at the time of evaluation.  As of ,r>December 31, </r>2009, both the Global Securities and the International Stock funds held securities deemed as Level 3 securities.  These securities were valued at zero. 

<r>The following is a summary of the inputs used as of ,r>December 31,</r> 2009 in valuing the funds’ investments carried at fair value:

Fund	Quoted Prices in               Active Markets for Identical Investments                                     (Level 1)	Significant Other Observable Inputs                                  (Level 2)	Significant   Unobservable     Inputs                            (Level 3)	Value at 12/31/2009
Mid Cap Value1	182,410,039	-	-	182,410,039
Mid Cap Growth1	231,494,224			231,494,224
Small Cap Value1	8,588,253	-	-	8,588,253
Small Cap Growth3	4,346,368	220,328	-	4,566,596
Global
Common Stocks
Australia	-	1,345,596	-	1,345,596
Belgium	-	38	-	38
Canada	-	526,517	-	526,517
Finland	-	142,557	-	142,557
France	-	3,019,345	-	3,019,345
Germany	-	1,479,815	-	1,479,815
Italy	-	992,681	-	992,681
Japan	-	3,336,754	-	3,336,754
Netherlands	-	866,425	-	866,425
Singapore	-	973,540	-	973,540
Spain	-	1,121,648	-	1,121,648
Switzerland	-	1,525,546	-	1,525,546
Taiwan	515,349	-	-	515,349
United Kingdom	-	5,594,297	-	5,594,297
United States	11,609,057	-	-	11,609,057
Warrants and Rights
Belgium2	-	-	-	-
Investment Companies	350,217	-	-	350,217
	10,832,343	22,567,039	-	33,399,382
International
Common Stocks
Australia2	-	946,638	-	946,638
Belgium	-	1,746,064	-	1,746,064
Brazil	-	2,266,213	-	2,266,213
Canada	-	1,556,411	-	1,556,411
China	-	1,201,445	-	1,201,445
Denmark	-	1,189,238	-	1,189,238
France	-	7,961,037	-	7,961,037
Germany	-	6,106,202	-	6,106,202
Hong Kong	-	2,326,761	-	2,326,761
India	-	559,655	-	559,655
Ireland	-	1,163,254	-	1,163,254
Italy	-	1,125,615	-	1,125,615
Japan	-	13,650,595	-	13,650,595
Mexico	-	757,740	-	757,740
Netherlands	-	820,384	-	820,384
Norway	-	869,574	-	869,574
Russia	-	806,613	-	806,613
Singapore	-	758,802	-	758,802
Spain	-	2,490,116	-	2,490,116
Switzerland	-	8,748,627	-	8,748,627
Turkey	-	601,395	-	601,395
United Kingdom	-	22,486,904	-	22,486,904
Investment Companies	1,259,131	-	-	1,259,131
	1,259,131	80,139,283	-	81,398,414

____________________

1At December 31, 2009 all investments are Level 1, see respective Portfolio of Investments.

2At December 31, 2009 all Level 3 securities held were valued at $0, see respective Portfolio of Investments.

3At December 31, 2009 </r>all Level 2 securities are certificates of deposit, see respective Portfolio of Investments.</r>

<r>The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Funds during the year ended December 31, 2009:

	Fair Value	Purchases at				Fair Value
	Beginning Balance	Cost/Sales	Amortization	Realized	Unrealized	Ending Balance
Fund	1/1/2009	(Proceeds)	Disc/(Prem)	Gain/(Loss)	Gain/(Loss)	12/31/2009
International Fund	$  –	$  –	$  –	$  –	$  –	$  –
Global Fund	$  –	$  –	$  –	$  –	$  –	$  –

</r>

B-23

4.   Advisory, Administration and Distribution Agreements

For its investment advisory services to the Funds, the Investment Adviser is entitled to receive a fee, which is calculated daily and paid monthly, at an annual rate based upon the following percentages of average daily net assets: 0.95% for the Global Securities Fund, 1.20% for the International Stock Fund, 1.00% for the Mid Cap Value Fund, 0.85% for the Mid Cap Growth Fund, 1.10% for the Small Cap Value and Small Cap Growth Funds.   As a condition of the Mid Cap Reorganization, MAM agreed to reduce the management fee of the Acquiring Fund from 1.00% to 0.90% to reflect the economies of scale that are expected to be achieved as a result of the Reorganization. 

In addition to providing portfolio management services to each of the Funds, MAM also provides or arranges for the provision of substantially all other services required by the Funds.  Such services include all administrative, accounting and legal services, as well as the services of custodians, transfer agents and dividend disbursing agents.  The fees and expenses associated with these other services are reflected in the management fees paid to MAM.  No additional fees are due from the Funds for these services.  Fees and expenses not covered by this arrangement consist of the following:  extraordinary or non-recurring fees and expenses; fees and expenses of the Board of Trustees, the independent auditors and compliance; interest on borrowings; and taxes.

With regard to these other fees, MAM entered into a Limited Services Agreement with the Trust dated July 1, 2009.  Under the agreement, MAM agreed to cap certain operating expenses of each fund that, prior to that date, had been paid directly by the funds (not including securities transaction commissions and expenses, certain taxes, interest, share distribution expenses, and extraordinary and non-recurring expenses).  The Limited Services Agreement is in force for a period of no less than two years from the date of the agreement.  Specifically, Madison, in exchange for the Limited Services Fee, will be responsible for paying the fees and expenses of the Funds’ Independent Trustees, independent registered public accountants and all costs related to the Funds’ compliance program.  The Agreement is to maintain these expense levels at a dollar amount that is no more than the amount of such expenses incurred by each Fund’s Class I shares for the year-ended December 31, 2008 as follows: $5,735 for the Global Securities Fund, $24,119 for the International Stock Fund, $40,736 for the Mid Cap Value, $46,101 for the Mid Cap Growth, $1,035 for the Small Cap Value and $1,080 for the Small Cap Growth.

The fees reflected on the statements of operations for the twelve months ended <r>December  31, </r>2009 for the Funds’ Independent Trustees, independent auditors, and a portion of the Chief Compliance Officer’s annual program budget  have been restated to show the fees paid for these expenses from the Limited Services Fees collected by MAM.

Effective June 30, 2009, Mosaic Funds Distributor, LLC (“MFD”) became the principal distributor of the Funds. The Trust adopted a distribution and service plan with respect to the Trust’s Class II shares pursuant to Rule 12b-1 under the 1940 Act. Under the plan, the Trust will pay a distribution and service fee to MFD for Class II shares at an annual rate of 0.25% of each Fund’s daily net assets.   In return for the fee, MFD provides and compensates others that provide distribution and shareholder servicing services to the funds and their shareholders.  Fees incurred by the Funds under the plan are detailed in the statement of operations.

5.    Pro Forma Adjustments and Pro Forma Combined Columns

The unaudited pro forma adjustments and unaudited pro forma combined columns of the statement of operations reflect the adjustments necessary to show expenses at the rates which would have been in effect if the Merging Funds were included in the respective Acquiring Funds for the twelve months ended <r>December 31, </r>2009 and will be in effect subsequent to merger except the Midcap Value adjustment and combined pro forma statement of operations which shows the management fee of 0.90%, the rate that will be in effect subsequent to merger. The unaudited pro forma statement of assets and liabilities and schedules of investments give effect to the proposed transfer of such assets as if the Reorganizations had occurred <r>January 1, 2010. </r> The unaudited pro forma combined schedules and financial statements are presented for informational purposes only and do not purport to be indicative of the financial condition that actually would have resulted if the Reorganizations had been consummated on <r>January 1, 2010. </r> These pro forma numbers have been estimated in good faith based on information regarding the Merging Fund and the respective Acquiring Fund for the twelve months ended <r>December 31,</r> 2009.

6. Capital Shares

The pro forma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at <r>December 31, </r>2009, in connection with the proposed reorganization.  The number of shares assumed to be issued is equal to the net asset value of shares of the Acquiring Fund as of <r>December 31, </r>2009, divided by the net asset value per share of the shares of the respective Acquiring Fund as of <r>December 31, </r>2009.  The pro forma number of shares outstanding, by class, for the combined fund consists of the following at <r>January 1, 2010</r>:

B-24

Global Fund   è International Fund

	Shares of	Additional Shares	Total Outstanding
	International	Assumed Issued	Shares
Class of Shares	Pre-Combination	In Reorganization	Post-Combination
<r>Class I	8,187,365	3,452,615	11,639,980
Class II	415,900	74,844	490,744</r>

Mid Cap Growth Fund è Mid Cap Value Fund

	Shares of	Additional Shares	Total Outstanding
	Mid Cap Value	Assumed Issued	Shares
Class of Shares	Pre-Combination	In Reorganization	Post-Combination
<r>Class I	15,173,978	19,401,393	34,575,371
Class II	259,343	147,467	406,810</r>

Small Cap Growth Fund è   Small Cap Value Fund

	Shares of	Additional Shares	Total Outstanding
	Small Cap Value	Assumed Issued	Shares
Class of Shares	Pre-Combination	In Reorganization	Post-Combination
<r>Class I	935,793	533,109	1,468,902
Class II	72,195	844	73,039</r>

7. Federal Income Taxes

Each fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”).  After the acquisition, each Acquiring Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes.

8. Costs of Reorganization

All direct fees and expenses, including legal and accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the consummation by the Merging Fund and each Acquiring Fund of the transactions contemplated by these Reorganizations will be borne by Madison Investment Advisors, LLC and/or its affiliates, including the costs of liquidating the Merging Fund portfolio securities that each Acquiring Fund indicates it does not wish to acquire before the consummation of the transaction; and provided that such expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by the other party of such expenses would result in the disqualification of either fund as a “regulated investment company” within the meaning of Section 851 of the Code.  The costs of the reorganization are estimated to be approximately <r>$</r>40,000, which includes approximately $20,000 of brokerage costs associated with anticipated sales of Merging Fund portfolio holdings following the reorganization.

B-25

PART C

OTHER INFORMATION

ITEM 15.  Indemnification

Ultra Series Fund (the “Registrant”) incorporates herein by reference the response to Item 25 of the Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2009 with Post-Effective Amendment No. 46 (File No. 002-87775).

ITEM 16.   Exhibits

1.   (a)Amended and Restated Declaration of Trust of Registrant dated November 1, 2009 (incorporated by reference to initial Registration Statement on Form N-14 filed on February 10, 2010; File No. 333-164840).

(b)           Amended and Restated Bylaws (incorporated by reference to Post-Effective Amendment(“PEA”) 19 to the Registration Statement on Form N-1A filed on February 28, 1997; FileNo. 002-87775).

2.   Not applicable.

3.   Not applicable.

4.   Form of Agreement and Plan of Reorganization (incorporated by reference to initial Registration Statement on Form N-14 filed on February 10, 2010; File No. 333-164840).

5.   Instruments Defining Rights of Security Holders are incorporated by reference to Exhibit 1, above.

6.   (a)           Amended and Restated Management Agreement between Registrant and                                                                                                                     Madison AssetManagement, LLC (“MAM”) dated November 1, 2009 (incorporated by reference to PEANo. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No.002-87775).

(b)           Limited Services Agreement between Registrant and MAM dated July 1, 2009(incorporated by reference to PEA No. 46 to the Registration Statement on FormN-1A filed on October 9, 2009; File No. 002-87775).

(c)   Investment Subadvisory Agreement between MAM and Wellington Management Company LLP effective July 1, 2009 (for Small Cap Value Fund) (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(d)   Investment Subadvisory Agreement between MAM and Lazard Asset Management effective July 1, 2009 (for International Stock Fund) (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(e)   Investment Subadvisory Agreement between MAM and Mondrian Investment Partners Limited effective July 1, 2009 (for Global Securities Fund) (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

C - 1

Distribution Agreement between Registrant and Mosaic Funds Distributor, LLC (“MFD”) datedJuly 1, 2009 (incorporated by reference to PEA No. 45 to the Registration Statement on Form N-1A filed on August 19, 2009; File No. 002-87775).

7.   Not applicable.

8.   (a)Mutual Fund Custody Agreement between Registrant and State Street Bank and Trust Company (“SSB”) effective April 30, 1997 (incorporated by reference to PEA No. 22 to the Registration Statement on Form N-1A filed on February 12, 1999; File No. 002-87775).

(a)   Amendment No. 1 to Mutual Fund Custody Agreement effective May 1, 1999 (incorporated by reference to PEA No. 23 to the Registration Statement on Form N-1A filed on April 23, 1999; File No. 002-87775).

(b)   Amendment to Mutual Fund Custody Agreement effective December 2, 1999 (incorporated by reference to PEA No. 26 to the Registration Statement on Form N-1A filed on September 28, 2000; File No. 002-87775).

(c)   Amendment No. 2 to Mutual Fund Custody Agreement effective October 15, 2000 (incorporated by reference to PEA No. 28 to the Registration Statement on Form N-1A filed on April 12, 2001; File No. 002-87775).

(d)   Amendment No. 3 to Mutual Fund Custody Agreement effective October 15, 2000 (incorporated by reference to PEA No. 27 to the Registration Statement on Form N-1A filed on October 10, 2000; File No. 002-87775).

(e)   Amendment No. 4 to Mutual Fund Custody Agreement effective March 14, 2001 (incorporated by reference to PEA No. 28 to the Registration Statement on Form N-1A filed on April 12, 2001; File No. 002-87775).

(f)   Amendment No. 5 to Mutual Fund Custody Agreement effective May 1, 2002 (incorporated by reference to PEA No. 31 to the Registration Statement on Form N-1A filed on April 28, 2004; File No. 002-87775).

(g)   Amendment No. 6 to Mutual Fund Custody Agreement effective May 1, 2007 (incorporated by reference to PEA No. 40 to the Registration Statement on Form N-1A filed on September 27, 2007; File No. 002-87775).

(h)   Amendment No. 7 to Mutual Fund Custody Agreement effective October 1, 2007 (incorporated by reference to PEA No. 40 to the Registration Statement on Form N-1A filed on September 27, 2007; File No. 002-87775).

9.   (a)Distribution and Service Plan for Class II Shares effective May 1, 2009, as amended November 1, 2009 (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(b)           Amended and Restated Multi-Class Plan (Pursuant to Rule 18f-3) effective July 1, 2009(incorporated by reference to PEA No. 45 to the Registration Statement on Form N-1Afiled on August 19, 2009; File No. 002-87775).

10.   Opinion and Consent of Counsel Regarding Legality of Shares to be Issued (incorporated by reference to initial Registration Statement on Form N-14 filed on February 10, 2010; File No. 333-164840).

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Form of Opinion of Counsel on Tax Matters (incorporated by reference to initial Registration Statement on Form N-14 filed on February 10, 2010; File No. 333-164840).

11.   Other Material Contracts

(a)   Services Agreement between Registrant and SSB effective October 1, 2001 (incorporatedby reference to PEA No. 44 to the Registration Statement on Form N-1A filed on April 17,2009; File No. 002-87775).

(b)   Amendment No. 1 to Services Agreement effective June 30, 2006 (incorporated by reference to PEA No. 44 to the Registration Statement on Form N-1A filed on April 17, 2009; File No. 002-87775).

(c)   Amendment No. 2 to Services Agreement effective July 1, 2008 (incorporated by reference to PEA No. 44 to the Registration Statement on Form N-1A filed on April 17, 2009; File No. 002-87775).

(d)   Assignment of Services Agreement from MEMBERS Capital Advisors, Inc. to MAM, effective July 1, 2009 (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(e)   Amended and Restated Fund Participation Agreement between Registrant, CUNA Mutual Insurance Society (“CMIS”), and MFD effective July 1, 2009 (variable products) (incorporated by reference to initial Registration Statement on Form N-14 filed on February 10, 2010; File No. 333-164840).

(f)   Amendment No. 1 to Amended and Restated Fund Participation Agreement between Registrant, CMIS and MFD effective September 8, 2009 (variable products) (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(g)   Amendment No. 2 to Amended and Restated Fund Participation Agreement between Registrant, CMIS and MFD effective December 4, 2009 (variable products) (incorporated by reference to initial Registration Statement on Form N-14 filed on February 10, 2010; File No. 333-164840).

(h)   Rule 22c-2 Shareholder Information Agreement between Registrant and CMIS dated October 16, 2006 (variable products) (incorporated by reference to Form N-4 Registration Statement of CMIS Separate Account filed on January 2, 2008; File No. 333-148426).

(i)   Amended and Restated Fund Participation Agreement between Registrant, CMIS and CUNA Brokerage Services, Inc. (“CBSI”) dated September 22, 2008 (retirement plans) (incorporated by reference to PEA No. 43 to the Registration Statement on Form N-1A filed on December 18, 2008; File No. 002-87775).

(j)   Consent to Assignment and Amendment of Fund Participation Agreement between Registrant, CMIS, CBSI and MFD effective July 1, 2009 (retirement plans) (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(k)   Information Sharing Agreement between Registrant and CMIS dated September 22, 2008 (retirement plans) (incorporated by reference to PEA No. 43 to the Registration Statement on Form N-1A filed on December 18, 2008; File No. 002-87775).

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First Amendment to Information Sharing Agreement between Registrant and CMIS effective July 1, 2009 (retirement plans) (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(l)   Investment Accounting Agreement between Registrant and SSB effective October 28, 2000 (incorporated by reference to PEA No. 28 to the Registration Statement on Form N-1A filed on April 12, 2001; File No. 002-87775).

(m)   Amendment to Investment Accounting Agreement with SSB effective November 5, 2004 (incorporated by reference to PEA No. 33 to the Registration Statement on Form N-1A filed on April 28, 2005; File No. 002-87775).

(n)   Amendment #3 to Investment Accounting Agreement with SSB effective June 30, 2006 (incorporated by reference to PEA No. 40 to the Registration Statement on Form N-1A filed on September 27, 2007; File No. 002-87775).

(o)   Amendment #4 to Investment Accounting Agreement with SSB effective May 1, 2007 (incorporated by reference to PEA No. 40 to the Registration Statement on Form N-1A filed on September 27, 2007; File No. 002-87775).

(p)   Amendment #5 to Investment Accounting Agreement with SSB effective October 1, 2007 (incorporated by reference to PEA No. 40 to the Registration Statement on Form N-1A filed on September 27, 2007; File No. 002-87775).

(q)   Administrative Services Letter Agreement between MFD and CMIS relating to Class II Shares effective July 1, 2009 (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

(r)   Transfer Agent and Dividend Disbursing Agent Agreement between CMIS and MAM (on behalf of Registrant) effective July 1, 2009 (incorporated by reference to PEA No. 46 to the Registration Statement on Form N-1A filed on October 9, 2009; File No. 002-87775).

12.   Consent of Deloitte & Touche LLP – filed herewith.

13.   Not applicable.

14.   Not applicable.

15.   (a)Prospectus of Ultra Series Fund dated May 1, 2009, as supplemented on July 1, September 30, October 2 and October 8, 2009 and February 10, 2010 (Prospectus is incorporated by reference to PEA No. 44 to the Registration Statement on Form N-1A filed on April 17, 2009 (File No. 002-87775); supplements are incorporated by reference to the Rule 497 filings made on each date listed).

(b)           Statement of Additional Information (“SAI”) of Ultra Series Fund dated May 1, 2009, assupplemented July 1, 2009 and September 30, 2009 (SAI is incorporated by reference toPEA No. 44 to the Registration Statement on Form N-1A filed on April 17, 2009 (File No. 002-87775); supplements are incorporated by reference to the Rule 497 filings made on each date listed).

(c)   Annual Report of Ultra Series Fund for the fiscal year ended December 31, 2009 (incorporated by reference to the Form N-CSR filed on February 23, 2010; File No. 811-04815).

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ITEM 17.  Undertakings

1.   The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

2.   The undersigned Registrant agrees that every prospectus that is filed under paragraph 1 above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, and State of Wisconsin on the 5th day of March, 2010.

ULTRA SERIES FUND

_/s/ Katherine L. Frank_______

By:           Katherine L. Frank

Its:           President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the date(s) indicated.

Signatures	Title	Date
/s/ Katherine L. Frank	President and Trustee (Principal	March 5, 2010
Katherine L. Frank	Executive Officer)
/s/ Greg D. Hoppe	Treasurer (Principal Financial	March 5, 2010
Greg D. Hoppe	Officer)
/s/ Philip E. Blake	Trustee	March 5, 2010
Philip E. Blake
/s/ James R. Imhoff, Jr.	Trustee	March 5, 2010
James R. Imhoff, Jr.
/s/ Steven P. Riege	Trustee	March 5, 2010
Steven P. Riege
/s/ Richard E. Struthers	Trustee	March 5, 2010
Richard E. Struthers
/s/ Lorence D. Wheeler	Trustee	March 5, 2010
Lorence D. Wheeler

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INDEX TO EXHIBITS

Exhibit                                Caption

14                      Consent of Deloitte & Touche LLP

EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement No. 333-164840 on Form N-14, of our report dated February 19, 2010 relating to the financial statements and financial highlights of the Ultra Series Small Cap Value Fund, Small Cap Growth Fund, Mid Cap Value Fund, Mid Cap Growth Fund, International Stock Fund, and Global Securities Fund (six of the portfolios constituting Ultra Series Fund), appearing in the Annual Report of Ultra Series Fund for the year ended December 31, 2009 and to the reference to us under the heading “Financial Statements” in the Prospectus, which is part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

March 4, 2010

CORRESP

ULTRA SERIES FUND

550 Science Drive

Madison, Wisconsin 53711

Tele:  608.274.0300; Fax:  608.663.9010

March 5, 2010

BY EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

RE:           Ultra Series Fund (“Trust”) Form N-14 Registration Statement (SEC File No. 333-164840)

Dear Sir/Madam:

 Filed herewith via EDGAR is Pre-Effective Amendment No. 1 to the Trust’s Form N-14 Registration (combined proxy statement/prospectus) relating to the following proposed reorganizations of the various series of the Trust:  (1) the Small Cap Growth Fund with and into the Small Cap Value Fund, (2) the Mid Cap Growth Fund with and into the Mid Cap Value Fund, and (3) the Global Securities Fund with and into the International Stock Fund.   The purpose of this filing is to respond to comments received from the staff on the initial filing of the registration statement.  What follows are the staff’s comments, followed by the Trust’s comments thereto.

In connection herewith, the Trust understands that:  (1) it is responsible for the adequacy and accuracy of the disclosure in its filings, (2) the staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Securities and Exchange Commission (the “SEC”) from taking any action with respect to the filings, and (3) it may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Part A

1.   Comment:  In the shareholder letter in Part A, second to last paragraph, there is a typo (remove the word “the” in front of “your voting instruction”).

Response:  Done.

2.   Comment:  Please include file numbers when incorporating documents by reference in Parts A,  B and C.

Response:  Done.

3.   Comment:  Under “Synopsis—Accounting Treatment” as well as “Information About Each Reorganization—Accounting Treatment”, revise this paragraph as it relates to the Mid Cap Merger to make clear what is meant by “legal survivor”.  Also, disclose that with regard to the International and Small Cap Mergers, shareholders will merge into funds with higher fees, but that with regard to the Mid Cap Merger, the management fee is being decreased for the surviving fund.

Response:  Done.

4. Comment:  Under “Synopsis—Overview of Funds Subject to Transaction”, revise the first chart to include four columns for ease of reference.

Response:  Done.

5.   Comment:  Under “Synopsis—Investment Objectives and Strategies”, for each fund, use a sentence or paragraph at the beginning of each section to highlight the key differences in fund strategies.

Response:  Done.

6.   Comment:  Under “Synopsis—Investment Objective and Strategies”, with regard to the International Merger discussion, explain why the disclosure states that the International Fund may invest up to 30% in emerging markets, but the chart on the next page lists this percentage at 50%.

Response:  This is an error.  The correct percentage is 30% in both spots and this change has been made.

7.   Comment:  Under “Synopsis—Principal Risks”, summarize the risks applicable to each fund with bullet points at the beginning of each discussion.

Response:  Done.

8.   Comment:  Under “Expense Comparison”, for the International and Mid Cap Mergers, add a  sentence before the relevant fee tables to note that the fees will be higher for the acquiring fund than what was the case for the merging fund.  For the Small Cap Merger, indicate that the fees will remain the same.  Also for the Mid Cap Merger, indicate that the management fee reduction that will take place upon consummation of the reorganization is contractual in nature (i.e., the fee reduction will be reflected in an amendment to the investment advisory agreement).

Response:  Done.

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9.   Comment:  Under “Performance”, for the International Fund, reconcile the reference in the chart to the “MSCI World Index” and the reference in the footnote to the “MSCI EAFE Index”.  Also, confirm that the 6/30/09 performance figures for the Mid Cap Funds are accurate.

Response:  The reference to the MSCI World Index was a typo; it should have been the MSCI EAFE Index.  This error has been corrected.  Also, the 6/30/09 performance figures for the Mid Cap Funds are, in fact, accurate.

10.   Comment:  Under “Reasons for the Reorganizations”, indicate whether the Board considered if the reorganizations would dilute shares of the merging funds.

Response:  Yes, the Board did consider this, so disclosure has been added to this effect.

11.  Comment:  Under “Information About Each Reorganization”, if it is expected that any fund will incur material brokerage or other fees to reposition the fund’s holdings as a result of the reorganization, provide an estimate of these fees and include the amount as an adjustment to reduce the net assets of the combined fund in the capitalization table included within Part A, as well as in the Pro Forma Schedule of Investments and Pro Forma Statement of Assets and Liabilities in Part B.

Response:  The investment adviser to the funds (Madison Asset Management, LLC) is responsible for any and all costs associated with the reorganizations, including brokerage costs (see reference to this in the “Reasons for the Reorganizations” section and elsewhere in Part A).  Accordingly, no additional disclosure has been added.

12. Comment:  Under “Information About Each Reorganization—Effect of the Reorganizations on Capital Loss Carryforwards”, revise the format of the table to show four columns across the top.

Response:  Done.

13. Comment:  Under “Information About Each Reorganization”, indicate whether any reorganization is contingent upon any other reorganization being effected.

Response:  There is no such contingency, and disclosure has been added to this effect.

14.  Comment:  Under “Information About Each Reorganization—Capitalization”, include footnotes to explain the pro forma adjustments.

Response:  Done.

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Part B

1.   Comment:  In each Pro Forma Schedule of Portfolio Investments, include a footnote stating that as of the date of these statements, all portfolio holdings of each merging fund would comply with the investment restrictions and/or compliance guidelines of each applicable acquiring fund.

Response:  Done.

2.   Comment:  In each Pro Forma Statement of Assets and Liabilities, include footnotes to explain the pro forma adjustments.

Response:  Done.

3.   Comment:  In the Pro Forma footnotes, include a table to summarize the level of valuation inputs used at the reporting date under FASB guidance on fair market measurements.

Response:  Done

Part C

1.   Comment:  On the signature page, the power of attorney referenced is too generic and cannot be used in connection with a Form N-14 filing. Please either obtain new powers of attorney or signatures on the signature page for the next filing of this Form N-14.

Response:  Done.

General Comments

1.   Comment:  Respond to new Item 8 of Form N-1A (i.e., if financial intermediary compensation is applicable, provide relevant disclosure).

Response:  The Trust has adopted a Rule 12b-1 plan with respect to its class II shares and accordingly, may make payments under this plan to intermediaries (in this case, the insurance company whose separate accounts the Trust serves as a funding vehicle for) who provide certain services with respect to the funds’ shares.  Disclosure to this effect has been added.

2.   Comment:  Respond to Item 9 of Form N-1A relating to portfolio holdings disclosure.

Response:  Done.

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3.  Comment:  Please update all financial and performance data in Parts A and B to replace data provided as of 12/31/08 or 6/30/09 with data as of 12/31/09.  So, the figures in the following sections of Part A will need to be updated:  “Expense Comparison”, “Performance”, “Information About Each Reorganization—Effect of Reorganizations on Capital Loss Carryforwards”, and “Information About Each Reorganization—Capitalization”.  In addition, the Pro Forma Financial Statements and Notes in Part  B will need to be updated as well.

Response.  Done.

*  *  *  *

If you have any questions or comments regarding this filing, please call the undersigned at the telephone number listed above.

Respectfully submitted,

/s/ Pamela M. Krill

Pamela M. Krill

General Counsel and Chief Legal Officer

Cc:           Michelle Roberts, Email: robertsmi@sec.gov (SEC—Insurance)

Tony Burak, Email: burakt@sec.gov (SEC—Accounting)

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