N-CSRS 1 e100737.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4815

Ultra Series Fund
(Exact name of registrant as specified in charter)
550 Science Drive, Madison, WI 53711
(Address of principal executive offices)(Zip code)

W. Richard Mason
Madison Legal and Compliance Department
550 Science Drive
Madison, WI 53711
(Name and address of agent for service)

Registrant’s telephone number, including area code:   608-274-0300
Date of fiscal year end:   December 31
Date of reporting period:   June 30, 2014

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. s 3507.

SEMIANNUAL REPORT


		For Period Ended June 30, 2014


		This booklet contains the semiannual report for the Ultra Series Fund in which each of the CMFG Variable Annuity Account and CMFG Variable Life Insurance Account invests:

		Conservative Allocation, Moderate Allocation, Aggressive Allocation, Money Market, Core Bond, High Income, Diversified Income, Large Cap Value, Large Cap Growth, Mid Cap, Small Cap, and International Stock Funds, each a series of the Ultra Series Fund.



		MEMBERS^® Variable Annuity
		MEMBERS^® Variable Annuity II
		MEMBERS^® Choice Variable Annuity
		MEMBERS^® Variable Annuity III
		MEMBERS^® Variable Universal Life
		MEMBERS^® Variable Universal Life II

		Distributed by:
		CUNA Brokerage Services, Inc.
		Office of Supervisory Jurisdiction
		2000 Heritage Way
		Waverly, IA 50677

		Member FINRA & SIPC

		Telephone:
		(319) 352-4090
		(800) 798-5500







		This material is for reporting purposes only and shall not be used in connection with a solicitation, offer or any proposed sale or purchase of securities unless preceded or accompanied by a prospectus.

Move confidently into the future™

SEMIANNUAL REPORT

To reduce service expenses, CMFG Life Insurance Company may send only one copy of this booklet per household, regardless of the number of owners at the household. However, any owner may obtain additional copies of this booklet upon request to CMFG Life Insurance Company.

If you have questions, please call CMFG Life Insurance Company at 1.800.798.5500.

As with all variable annuity contracts, variable life insurance policies and mutual funds, the Securities and Exchange Commission (“SEC”) has not approved or disapproved of these securities, nor does the SEC guarantee the accuracy or adequacy of any prospectus. Any statement to the contrary is a criminal offense.

Ultra Series Fund | June 30, 2014

ULTRA SERIES FUND PERFORMANCE


	Average Annual Total Returns

	as of June 30, 2014

																							Since			Since			Expense
		One Month			Three Months			Year-to-Date			One Year			Three Years			Five Years			Ten Years			Class I Inception			Class II Inception			Ratio

FIXED INCOME FUNDS


Money Market Fund - Class I Inception Date 1/3/1985, Class II Inception Date 5/1/2009
Class I			0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		1.42	%		3.72	%		N/A			0.46	%
Class II			0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		1.30	%		N/A			0.00	%		0.71	%
90-day U.S. T-Bill (Citigroup/Salomon)			0.00	%		0.01	%		0.02	%		0.04	%		0.05	%		0.08	%		1.54	%		3.86	%		0.09	%


Core Bond Fund - Class I Inception Date 1/3/1985, Class II Inception Date 5/1/2009
Class I			0.06	%		1.88	%		3.69	%		3.72	%		2.97	%		4.18	%		4.17	%		6.37	%		N/A			0.56	%
Class II			0.04	%		1.82	%		3.56	%		3.46	%		2.71	%		3.92	%		3.92	%		N/A			4.16	%		0.81	%
Bank of America Merrill Lynch US Corp. Govt. & Mtg. Index			0.05	%		2.15	%		4.17	%		4.47	%		3.71	%		4.79	%		5.00	%		7.54	%		4.91	%


High Income Fund - Class I Inception Date 10/31/2000, Class II Inception Date 5/1/2009
Class I			0.73	%		2.04	%		4.84	%		10.57	%		7.58	%		10.60	%		7.46	%		7.24	%		N/A			0.77	%
Class II			0.71	%		1.98	%		4.71	%		10.30	%		7.31	%		10.33	%		7.20	%		N/A			10.52	%		1.02	%
Bank of America Merrill Lynch US High Yield Master II Constrained Index			0.85	%		2.57	%		5.64	%		11.79	%		9.25	%		13.89	%		8.91	%		8.67	%		15.58	%

Class I and II shares of the fund are offered to separate accounts of CMFG Life Insurance Company (“CMFG Life Accounts”), while Class I shares are also offered to certain of its pension plans. Investments in the fund by CMFG Life Accounts are made through variable annuity or variable life insurance contracts.

Performance data quoted represents past performance. Past performance does not guarantee future results. Fund returns are calculated after fund level expenses have been subtracted. Class II returns also include Rule12b-1 fees. However, fund returns shown do not include any separate account fees, charges, or expenses imposed by the variable annuity and variable life insurance contracts that invest in the fund. If these fees, charges or expenses were included, fund returns would have been lower. For specific charges and expenses associated with your contract, please refer to the prospectus. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please call 1-800-670-3600 for performance current to the most recent month-end. This piece must be accompanied or preceded by a current prospectus. An investment in any Ultra Series Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, the National Credit Union Administration or any other government agency. Although the Money Market Fund seeks to preserve the value of the investment at $1.00 per share, it is possible to lose money by investing in the fund. Mutual funds are subject to investment risk. MFD Distributor, LLC. July 2, 2014

Not Part of the Semi-annual Report

Ultra Series Fund | June 30, 2014


Ultra Series Fund Performance (continued)	Average Annual Total Returns

	as of June 30, 2014

																							Since			Since			Expense
		One Month			Three Months			Year-to-Date			One Year			Three Years			Five Years			Ten Years			Class I Inception			Class II Inception			Ratio

ASSET ALLOCATION FUNDS


Diversified Income Fund - Class I Inception Date 1/3/1985, Class II Inception Date 5/1/2009
Class I			0.89	%		3.27	%		4.77	%		12.86	%		10.42	%		12.00	%		6.65	%		8.57	%		N/A			0.71	%
Class II			0.87	%		3.20	%		4.64	%		12.58	%		10.14	%		11.72	%		6.38	%		N/A			12.03	%		0.96	%
Custom Blended Index (50% Fixed 50% Equity)⁴			1.06	%		3.69	%		5.70	%		14.26	%		10.21	%		11.89	%		6.69	%		9.75	%		12.20	%
Bank of America Merrill Lynch US Corp. Govt. & Mtg. Index			0.05	%		2.15	%		4.17	%		4.47	%		3.71	%		4.79	%		5.00	%		7.54	%		4.91	%
S&P 500^® Index			2.07	%		5.23	%		7.14	%		24.61	%		16.58	%		18.83	%		7.78	%		11.33	%		19.36	%


Conservative Allocation Fund - Class I Inception Date 6/30/2006, Class II Inception Date 5/1/2009
Class I			0.79	%		2.74	%		4.30	%		10.50	%		6.79	%		8.69	%		N/A			4.86	%		N/A			0.94	%
Class II			0.76	%		2.67	%		4.17	%		10.22	%		6.52	%		8.42	%		N/A			N/A			8.90	%		1.19	%
Bank of America Merrill Lynch US Corp. Govt. & Mtg. Index			0.05	%		2.15	%		4.17	%		4.47	%		3.71	%		4.79	%		5.00	%		5.51	%		4.91	%
Conservative Allocation Custom Index¹			0.85	%		3.04	%		4.94	%		11.18	%		7.52	%		9.47	%		6.38	%		6.49	%		9.84	%


Moderate Allocation Fund - Class I Inception Date 6/30/2006, Class II Inception Date 5/1/2009
Class I			1.25	%		3.32	%		4.80	%		14.97	%		9.38	%		11.42	%		N/A			4.94	%		N/A			0.99	%
Class II			1.23	%		3.26	%		4.67	%		14.68	%		9.11	%		11.14	%		N/A			N/A			11.69	%		1.24	%
S&P 500^® Index			2.07	%		5.23	%		7.14	%		24.61	%		16.58	%		18.83	%		7.78	%		7.86	%		19.36	%
Moderate Allocation Custom Index²			1.43	%		3.76	%		5.62	%		16.21	%		10.18	%		12.69	%		7.21	%		7.01	%		13.24	%


Aggressive Allocation Fund - Class I Inception Date 6/30/2006, Class II Inception Date 5/1/2009
Class I			1.64	%		3.86	%		5.33	%		19.14	%		11.13	%		13.73	%		N/A			4.87	%		N/A			0.99	%
Class II			1.62	%		3.79	%		5.20	%		18.84	%		10.85	%		13.45	%		N/A			N/A			14.16	%		1.24	%
S&P 500^® Index			2.07	%		5.23	%		7.14	%		24.61	%		16.58	%		18.83	%		7.78	%		7.86	%		19.36	%
Aggressive Allocation Custom Index³			1.88	%		4.33	%		6.15	%		20.33	%		12.26	%		15.22	%		7.76	%		7.28	%		15.92	%

¹	Conservative Allocation Custom Index consists of 28% Russell 3000 Index, 7% MSCI ACWI ex-USA Index and 65% Barclays US Aggregate Bond Index.
²	Moderate Allocation Custom Index consists of 48% Russell 3000 Index, 12% MSCI ACWI ex-USA Index and 40% Barclays US Aggregate Bond Index.
³	Aggressive Allocation Custom Index consists of 64% Russell 3000 Index, 16% MSCI ACWI ex-USA Index and 20% Barclays US Aggregate Bond Index.
⁴	Custom Blended Index consists of 50% Bank of America Merrill Lynch U.S. Corp. Govt. & Mtg. Index and 50% S&P 500^® Index.

Not Part of the Semi-annual Report

Ultra Series Fund | June 30, 2014


Ultra Series Fund Performance (continued)	Average Annual Total Returns

	as of June 30, 2014

																							Since			Expense
		One Month			Three Months			Year-to-Date			One Year			Three Years			Five Years			Ten Years			Class I Inception			Ratio

ASSET ALLOCATION FUNDS (continued)


Madison Target Retirement 2020 Fund⁵ - Inception Date 10/1/2007
Class I			0.85	%		2.96	%		4.50	%		11.83	%		7.74	%		10.89	%		N/A			2.23	%		0.61	%
Target Date 2020 Custom Index⁹			0.99	%		3.22	%		5.11	%		12.38	%		8.18	%		10.27	%		6.59	%		6.64	%
Dow Jones Global Target 2020 Index			1.38	%		3.26	%		5.34	%		12.68	%		7.12	%		10.36	%		6.80	%		4.43	%


Madison Target Retirement 2030 Fund⁶- Inception Date 10/1/2007
Class I			1.30	%		3.61	%		5.07	%		15.48	%		9.71	%		12.48	%		N/A			2.56	%		0.60	%
Target Date 2030 Custom Index¹⁰			1.45	%		3.79	%		5.65	%		16.42	%		10.31	%		12.84	%		7.24	%		7.03	%
Dow Jones Global Target 2030 Index			2.06	%		3.95	%		5.89	%		17.42	%		9.43	%		13.61	%		7.90	%		4.69	%


Madison Target Retirement 2040 Fund⁷ - Inception Date 10/1/2007
Class I			1.49	%		3.87	%		5.27	%		17.34	%		10.52	%		13.27	%		N/A			2.18	%		0.59	%
Target Date 2040 Custom Index¹¹			1.68	%		4.07	%		5.92	%		18.47	%		11.36	%		14.11	%		7.53	%		7.18	%
Dow Jones Global Target 2040 Index			2.57	%		4.47	%		6.30	%		20.98	%		11.07	%		15.73	%		8.51	%		5.06	%


Madison Target Retirement 2050 Fund⁸ - Inception Date 1/3/2011
Class I			1.71	%		4.07	%		5.38	%		19.01	%		11.32	%		N/A			N/A			10.92	%		0.57	%
Target Date 2050 Custom Index¹²			1.91	%		4.36	%		6.18	%		20.55	%		12.39	%		15.36	%		7.79	%		7.29	%
Dow Jones Global Target 2050 Index			2.73	%		4.63	%		6.43	%		21.97	%		11.55	%		16.15	%		8.68	%		11.18	%

⁵		Madison Asset Management waived 0.20% of its 0.40% management fee for the Target Retirement 2020 Fund from October 1, 2009 through February 17, 2011, at which time the fee was permanently reduced to 0.20%. If the Adviser had not waived these expenses, fund returns would have been lower. On September 1, 2011, shareholders of the Target Date Funds approved a new fee arrangement which includes an investment advisory fee of 0.25% annualized and a services agreement fee of 0.05% annualized.
⁶		Madison Asset Management waived 0.20% of its 0.40% management fee for the Target Retirement 2030 Fund from October 1, 2009 through February 17, 2011, at which time the fee was permanently reduced to 0.20%. If the Adviser had not waived these expenses, fund returns would have been lower. On September 1, 2011, shareholders of the Target Date Funds approved a new fee arrangement which includes an investment advisory fee of 0.25% annualized and a services agreement fee of 0.05% annualized.
⁷		Madison Asset Management waived 0.20% of its 0.40% management fee for the Target Retirement 2040 Fund from October 1, 2009 through February 17, 2011, at which time the fee was permanently reduced to 0.20%. If the Adviser had not waived these expenses, fund returns would have been lower. On September 1, 2011, shareholders of the Target Date Funds approved a new fee arrangement which includes an investment advisory fee of 0.25% annualized and a services agreement fee of 0.05% annualized.
⁸		Madison Asset Management waived 0.20% of its 0.40% management fee for the Target Retirement 2050 Fund since the Fund’s inception date of January 3, 2011 through February 17, 2011, at which time the fee was permanently reduced to 0.20%. If the Adviser had not waived these expenses, fund returns would have been lower. On September 1, 2011, shareholders of the Target Date Funds approved a new fee arrangement which includes an investment advisory fee of 0.25% annualized and a services agreement fee of 0.05% annualized.
⁹		The Target Date 2020 Custom Index consists of 59% Barclays U.S. Aggregate Bond Index, 33% Russell 3000 Index and 8% MSCI ACWI Ex-USA Net Index.
¹⁰		The Target Date 2030 Custom Index consists of 39% Barclays U.S. Aggregate Bond Index, 49% Russell 3000 Index and 12% MSCI ACWI Ex-USA Net Index.
¹¹		The Target Date 2040 Custom Index consists of 29% Barclays U.S. Aggregate Bond Index, 57% Russell 3000 Index and 14% MSCI ACWI Ex-USA Net Index.
¹²		The Target Date 2050 Custom Index consists of 19% Barclays U.S. Aggregate Bond Index, 65% Russell 3000 Index and 16% MSCI ACWI Ex-USA Net Index.

Not Part of the Semi-annual Report

iii

Ultra Series Fund | June 30, 2014


Ultra Series Fund Performance (continued)	Average Annual Total Returns

	as of June 30, 2014

																							Since			Since			Expense
		One Month			Three Months			Year-to-Date			One Year			Three Years			Five Years			Ten Years			Class I Inception			Class II Inception			Ratio

EQUITY FUNDS


Large Cap Value Fund - Class I Inception Date 1/3/1985, Class II Inception Date 5/1/2009
Class I			2.53	%		5.31	%		8.34	%		23.95	%		16.22	%		17.24	%		6.74	%		9.92	%		N/A			0.61	%
Class II			2.51	%		5.24	%		8.21	%		23.64	%		15.93	%		16.95	%		6.48	%		N/A			17.34	%		0.86	%
Russell 1000^® Value Index			2.61	%		5.10	%		8.28	%		23.81	%		16.92	%		19.23	%		8.03	%		11.67	%		19.67	%


Large Cap Growth Fund - Class I Inception Date 1/3/1994, Class II Inception Date 5/1/2009
Class I			1.21	%		5.06	%		5.05	%		24.53	%		12.76	%		15.23	%		6.83	%		8.71	%		N/A			0.82	%
Class II			1.19	%		4.99	%		4.92	%		24.22	%		12.48	%		14.94	%		6.56	%		N/A			15.53	%		1.07	%
Russell 1000^® Growth Index			1.95	%		5.13	%		6.31	%		26.92	%		16.26	%		19.24	%		8.20	%		8.65	%		19.83	%


Mid Cap Fund - Class I Inception Date 10/31/2000, Class II Inception Date 5/1/2009
Class I			2.55	%		3.47	%		3.32	%		18.80	%		13.96	%		18.81	%		7.56	%		2.58	%		N/A			0.91	%
Class II			2.52	%		3.41	%		3.19	%		18.50	%		13.67	%		18.52	%		7.29	%		N/A			18.75	%		1.16	%
Russell Midcap^® Index			3.29	%		4.97	%		8.67	%		26.85	%		16.09	%		22.07	%		10.43	%		8.66	%		22.35	%


Small Cap Fund - Class I Inception Date 5/1/2007, Class II Inception Date 5/1/2009
Class I			3.63	%		0.18	%		1.74	%		18.57	%		14.06	%		20.69	%		N/A			8.26	%		N/A			1.11	%
Class II			3.60	%		0.12	%		1.62	%		18.27	%		13.78	%		20.39	%		0.00	%		N/A			20.27	%		1.36	%
Russell 2000^® Index			5.32	%		2.05	%		3.19	%		23.64	%		14.57	%		20.21	%		8.70	%		6.92	%		20.57	%


International Stock Fund - Class I Inception Date 10/31/2000, Class II Inception Date 5/1/2009
Class I			0.19	%		4.17	%		5.12	%		23.61	%		10.03	%		12.89	%		8.49	%		6.18	%		N/A			1.16	%
Class II			0.17	%		4.10	%		4.99	%		23.30	%		9.76	%		12.61	%		8.22	%		N/A			14.26	%		1.41	%
MSCI EAFE Index (net)			0.96	%		4.09	%		4.78	%		23.57	%		8.10	%		11.77	%		6.93	%		4.54	%		13.67	%

Not Part of the Semi-annual Report

This page was intentionally left blank.

Ultra Series Fund | June 30, 2014

Table of Contents


		Page
Review of Period
Review of Period		2
Conservative Allocation Fund		3
Moderate Allocation Fund		4
Aggressive Allocation Fund		5
Money Market Fund		6
Core Bond Fund		6
High Income Fund		7
Diversified Income Fund		8
Large Cap Value Fund		9
Large Cap Growth Fund		10
Mid Cap Fund		11
Small Cap Fund		12
International Stock Fund		13
Madison Target Retirement 2020 Fund		14
Madison Target Retirement 2030 Fund		14
Madison Target Retirement 2040 Fund		15
Madison Target Retirement 2050 Fund		16
Benchmark Descriptions		17
Portfolios of Investments
Conservative Allocation Fund		19
Moderate Allocation Fund		20
Aggressive Allocation Fund		21
Money Market Fund		22
Core Bond Fund		23
High Income Fund		26
Diversified Income Fund		29
Large Cap Value Fund		33
Large Cap Growth Fund		34
Mid Cap Fund		35
Small Cap Fund		36
International Stock Fund		38
Madison Target Retirement 2020 Fund		39
Madison Target Retirement 2030 Fund		40
Madison Target Retirement 2040 Fund		41
Madison Target Retirement 2050 Fund		42
Financial Statements
Statements of Assets and Liabilities		43
Statements of Operations		46
Statements of Changes in Net Assets		49
Financial Highlights		55
Notes to Financial Statements		71
Other Information		85

Nondeposit investment products are not federally insured, involve investment risk, may lose value and are not obligations of or guaranteed by any financial institution. For more complete information about Ultra Series Fund, including charges and expenses, request a prospectus from your financial advisor or from CMFG Life Insurance Company, 2000 Heritage Way, Waverly, IA 50677.

Consider the investment objectives, risks, and charges and expenses of any fund carefully before investing. The prospectus contains this and other information about the investment company. For more current Ultra Series Fund performance information, please call 1-800-670-3600. Current performance may be lower or higher than the performance data quoted within. Past performance does not guarantee future results. Nothing in this report represents a recommendation of a security by the investment adviser. Portfolio holdings may have changed since the date of this report.

Ultra Series Fund | June 30, 2014

Review of Period

The first half of 2014 was a positive period across the board for stocks and bonds. Investors showed considerable confidence with robust flows to domestic stocks, which were up 7.14% as measured by the S&P 500^® Index. Smaller stocks also had positive results, with the Russell Midcap^® Index advancing 8.67% and the Russell 2000^® Index of small-cap stocks up 3.19%. International stocks were also up broadly, with the MSCI EAFE Index (net) up 4.78% and the MSCI Emerging Markets Index up 6.14%. Bond investors benefited from a drop in interest rates across the period which boosted bond valuations. The bellwether 10-year Treasury began the period yielding 3.03% and ended the period with a 2.53% yield. The Barclays U.S. Aggregate Bond Index, considered a good proxy for the broad domestic bond market, was up 3.93%.

While the results of all the cited indices indicate a benign environment for investors, the year didn’t start out quite so positively. Plenty of cautionary economic indicators were evident, as the U.S. economy showed the results of a deep and bitter winter. U.S. stocks faltered in the opening months, particularly many which had benefitted most from the extremely strong returns of 2013. Many emerging markets and Japan also corrected sharply, and the initial reports that the U.S. economy had contracted in the first quarter at a -2.9% annual clip gave credence to those concerns.

Overwhelming these early negatives was a growing confidence that the U.S. economy was making solid progress and the first quarter setback was only temporary. Unemployment fell during the first six months of 2014 by 1.4%, the largest such decline since 1984, while inflation remained contained. Even as the Federal Reserve eased its bond purchase program, there was a consensus that the Fed would likely keep rates low for some time, promoting continued expansion. Geopolitical stresses in the Ukraine and Middle East gave investors around the world reason to allocate funds to the perceived safety of U.S. Treasuries, despite yields which provide little real return when matched with inflation rates.

OUTLOOK

On a year-over-year basis economic expansion at period-end as measured by GDP appeared to be at a 2.5-2.75% growth rate. Our expectations are for a 3% growth rate by the end of 2014. On the inflation front one confusing fact is how the labor participation rate has been dropping. Fed chairperson Janet Yellen is hoping there is sufficient slack in the labor pool to pick up expanded employment without much wage inflation. If that doesn’t occur, then there’s a good case to be made for wage expansion and associated inflationary pressure.

Our major concern about the stock and bond markets centers on complacency and our perception of the willingness of investors to assume risk with little concern that things could go amiss in the future. Based on historical trends, as market prices go higher we anticipate seeing lower stock price volatility, more merger and acquisition volume, more corporate stock repurchase activity, and higher investor flows into the stock market. Across our various stock portfolios, we’ve been finding opportunities to trim and sell portfolio holdings that look expensive to us, while it has become more difficult to find attractive new holdings. This has focused our attention on the highest quality businesses we can find; companies whose fortunes strike us as secure in both exuberant and more troubled markets.

In our opinion, yields are too low given the evolving business cycle and Fed uncertainty. In our view, factors supporting low rates (e.g. accommodative central banks, funds to be invested, slow

Ultra Series Fund | June 30, 2014

global growth) are more than offset by factors supporting higher rates (e.g. payroll employment, federal tax receipts, corporate profits, bank loans, Fed tapering, merger and acquisition activity, and higher inflation). Our assessment of current market valuations suggest bond investors are not being adequately compensated for risk and, therefore, defensive positioning may be the best strategy for fixed income investors.

CONSERVATIVE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Conservative Allocation Fund invests primarily in shares of registered investment companies (the “underlying funds”). The fund will be diversified among a number of asset classes and its allocation among underlying funds will be based on an asset allocation model developed by Madison Asset Management, LLC (“Madison”), the fund’s investment adviser.

The team may use multiple analytical approaches to determine the appropriate asset allocation, including:

•	Asset allocation optimization analysis – considers the degree to which returns in different asset classes do or do not move together, and the fund’s aim to achieve a favorable overall risk profile for any targeted portfolio return.

•	Scenario analysis – historical and expected return data is analyzed to model how individual asset classes and combinations of asset classes would affect the fund under different economic and market conditions.

•	Fundamental analysis – draws upon Madison’s investment teams to judge each asset class against current and forecasted market conditions. Economic, industry and security analysis is used to develop return and risk expectations that may influence asset class selection.

In addition, Madison has a flexible mandate which permits the fund, at the sole discretion of Madison, to materially reduce equity risk exposures when and if conditions are deemed to warrant such an action.


PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Bond Funds	58.2	%
Stock Funds	29.1	%
Foreign Stock Funds	6.2	%
Foreign Bond Funds	5.2	%
Money Market Funds and Other Net Assets	1.3	%

PERFORMANCE DISCUSSION

The Ultra Series Conservative Allocation Fund (Class I) returned 4.30% over the first six months of 2014, underperforming the Conservative Allocation Fund Custom Index return of 4.94%, and trailing the Morningstar Conservative Allocation category average return of 4.90%. A positive contributor to performance was the fund’s relative overweight to large U.S. stocks within the equity allocation in a period in which large stocks soundly outperformed small-cap issues and U.S. stocks outperformed foreign markets. The broad U.S. stock market (Russell 3000^® Index) outperformed the international market (MSCI ACWI ex-USA Index) by approximately 1.5% over the period. Our emphasis on developed markets over emerging markets was a slight negative for the period, but in line with our risk-management discipline. A below-benchmark duration within the fixed income portion of the portfolio was a drag on performance as interest rates dipped, pushing bond valuations up, particularly for more interest-sensitive longer bonds. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The two most negative detractors from relative performance were the fund’s relatively higher quality equity exposure in a continuing market rally and its short duration bond positioning.

Ultra Series Fund | June 30, 2014

MODERATE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Moderate Allocation Fund invests primarily in shares of registered investment companies (the “underlying funds”). The fund will be diversified among a number of asset classes and its allocation among underlying funds will be based on an asset allocation model developed by Madison Asset Management, LLC (“Madison”), the fund’s investment adviser.

The team may use multiple analytical approaches to determine the appropriate asset allocation, including:

•	Asset allocation optimization analysis – considers the degree to which returns in different asset classes do or do not move together, and the fund’s aim to achieve a favorable overall risk profile for any targeted portfolio return.

•	Scenario analysis – historical and expected return data is analyzed to model how individual asset classes and combinations of asset classes would affect the fund under different economic and market conditions.

•	Fundamental analysis – draws upon Madison’s investment teams to judge each asset class against current and forecasted market conditions. Economic, industry and security analysis is used to develop return and risk expectations that may influence asset class selection.


PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Stock Funds	50.8	%
Bond Funds	35.7	%
Foreign Stock Funds	10.6	%
Foreign Bond Funds	1.5	%
Money Market Funds and Other Net Assets	1.4	%

PERFORMANCE DISCUSSION

The Ultra Series Moderate Allocation Fund (Class I) returned 4.80% over the first six months of 2014, underperforming the Moderate Allocation Fund Custom Index return of 5.62%, and trailing the Morningstar Moderate Allocation category average return of 5.41%. A positive contributor to performance was the fund’s relative overweight to large U.S. stocks within the equity allocation in a period in which large stocks soundly outperformed small-cap issues and U.S. stocks outperformed foreign markets. The broad U.S. stock market (Russell 3000^® Index) outperformed the international market (MSCI ACWI ex-USA Index) by approximately 1.5% over the period. Our emphasis on developed markets over emerging markets was a slight negative for the period, but in line with our risk-management discipline. A below-benchmark duration within the fixed income portion of the portfolio was a drag on performance as interest rates dipped, pushing bond valuations up, particularly for more interest-sensitive longer bonds. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The two most negative detractors from relative performance were the fund’s relatively higher quality equity exposure in a continuing market rally and its short duration bond positioning.

Ultra Series Fund | June 30, 2014

AGGRESSIVE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Aggressive Allocation Fund invests primarily in shares of registered investment companies (the “underlying funds”). The fund will be diversified among a number of asset classes and its allocation among underlying funds will be based on an asset allocation model developed by Madison Asset Management, LLC (“Madison”), the fund’s investment adviser. The team may use multiple analytical approaches to determine the appropriate asset allocation, including:

•	Asset allocation optimization analysis – considers the degree to which returns in different asset classes do or do not move together, and the fund’s aim to achieve a favorable overall risk profile for any targeted portfolio return.

•	Scenario analysis – historical and expected return data is analyzed to model how individual asset classes and combinations of asset classes would affect the fund under different economic and market conditions.

•	Fundamental analysis – draws upon Madison’s investment teams to judge each asset class against current and forecasted market conditions. Economic, industry and security analysis is used to develop return and risk expectations that may influence asset class selection.


PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Stock Funds	67.5	%
Bond Funds	15.9	%
Foreign Stock Funds	14.3	%
Money Market Funds and Other Net Assets	2.3	%

PERFORMANCE DISCUSSION

The Ultra Series Aggressive Allocation Fund (Class I) returned 5.33% over the first six months of 2014, underperforming the Aggressive Allocation Fund Custom Index return of 6.15%, and trailing the Morningstar Aggressive Allocation category average return of 5.78%. A positive contributor to performance was the fund’s relative overweight to large U.S. stocks within the equity allocation in a period in which large stocks soundly outperformed small-cap issues and U.S. stocks outperformed foreign markets. The broad U.S. stock market (Russell 3000^® Index) outperformed the international market (MSCI ACWI ex-USA Index) by approximately 1.5% over the period. Our emphasis on developed markets over emerging markets was a slight negative for the period, but in line with our risk-management discipline. A below-benchmark duration within the fixed income portion of the portfolio was a drag on performance as interest rates dipped, pushing bond valuations up, particularly for more interest-sensitive longer bonds. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The two most negative detractors from relative performance were the fund’s relatively higher quality equity exposure in a continuing market rally and its short duration bond positioning.

Ultra Series Fund | June 30, 2014

MONEY MARKET FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Money Market Fund invests exclusively in U.S. dollar-denominated money market securities maturing in thirteen months or less from the date of purchase. These securities will be obligations of the U.S. Government and its agencies and instrumentalities, but may also include securities issued by U.S. and foreign financial institutions, corporations, municipalities, foreign governments, and multi-national organizations, such as the World Bank. The fund may invest in mortgage-backed and asset-backed securities, including those representing pools of mortgage, commercial, or consumer loans originated by financial institutions.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14
Federal Home Loan Bank	28.5	%
Freddie Mac	24.9	%
Fannie Mae	20.4	%
U.S. Treasury Notes	10.9	%
Commercial Paper	10.5	%
Cash and Other Net Assets	4.8	%

CORE BOND FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Ultra Series Core Bond Fund invests at least 80% of its net assets in bonds. To keep current income relatively stable and to limit share price volatility, the fund emphasizes investment grade securities and maintains an intermediate (typically 3-7 year) average portfolio duration, with the goal of being between 85-115% of the market benchmark duration. The fund also strives to add incremental return in the portfolio by making strategic decisions relating to credit risk, sector exposure and yield curve positioning. The fund may invest in corporate debt securities, U.S. Government debt securities, foreign government debt securities, non-rated debt securities, and asset-backed, mortgage-backed and commercial mortgage-backed securities.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

U.S. Government and Agency Obligations	47.6	%
Corporate Notes and Bonds	30.5	%
Mortgage Backed Securities	18.3	%
Municipal Bonds	1.1	%
Asset Backed Securities	0.7	%
Short-Term Investments and Other Net Assets and Liabilities	1.8	%

PERFORMANCE DESCRIPTION

The Ultra Series Core Bond Fund (Class I) returned 3.69% for the six-month period, in which bonds benefited from a broad decline interest rates. Dropping rates increase the value of existing, higher-yielding bonds. The fund’s benchmark index, the Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index advanced 4.17% for the period. The fund held a shorter relative duration than its benchmark, with less exposure to the long-end of the yield curve where gains were most pronounced. The unexpected sharp decline in interest rates provided a higher degree of price appreciation in the index versus the more defensively postured duration exposure in the fund. This price return disadvantage was partially offset by an overweight in high-quality corporate bonds, along with a modest exposure to high-yield names which performed well. We remain comfortable with this positioning as our outlook is for interest rates to shift higher across the yield curve. The shorter maturity/duration is designed to better protect market valuation and to be better positioned to redeploy shorter positions if rates rise as we expect.

Ultra Series Fund | June 30, 2014

HIGH INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series High Income Fund invests primarily in lower-rated, higher-yielding income bearing securities, such as “junk” bonds. Because the performance of these securities has historically been strongly influenced by economic conditions, the fund may rotate securities selection by business sector according to the economic outlook. Under normal market conditions, the fund invests at least 80% of its net assets in bonds rated lower than investment grade (BBB/Baa) and their unrated equivalents or other high-yielding securities.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Consumer Discretionary^†	34.5	%
Consumer Staples	3.4	%
Energy	15.9	%
Financials	2.3	%
Health Care	8.8	%
Industrials	14.5	%
Information Technology	2.4	%
Materials	7.2	%
Telecommunication Services	5.3	%
Utilities	1.5	%
Short-Term Investments and Other Net Assets and Liabilities	4.2	%

^†Consumer Discretionary includes securities in the following industries:
Auto Components; Hotels, Restaurants & Leisure; Household Products; Media; Specialty Retail; and Textiles, Apparel & Luxury Goods.

PERFORMANCE DISCUSSION

The Ultra Series High Income Fund (Class I) was positive for the period with a return of 4.84%. This trailed its benchmark, the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index, which advanced 5.64%. The high yield market remained resilient during the first half as investors continued to seek yields above those available in higher rated and shorter bonds. New issue volumes were robust by historical standards at $210 billion through June, although this rate of issuance was 5% below last year’s levels. Default rates remained low within high yield, especially when excluding the long-anticipated Texas Electric Company (TXU) default. Helping to drive market performance was the multi-year trend towards tighter high yield spreads to Treasury bonds. The fund’s underperformance against its benchmark index was due to management’s avoidance of long duration bonds of more than 10.5 years (which benefitted from the Treasury bond rally) and our avoidance of TXU (which rallied despite declaring bankruptcy). Our selection within the health care industry helped make that sector the largest contributor to relative performance while the utility industry (with TXU) was a relative detractor.

Ultra Series Fund | June 30, 2014

DIVERSIFIED INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Diversified Income Fund seeks income by investing in a broadly diversified array of securities including bonds, common stocks, real estate securities, foreign market bonds and stocks and money market instruments. Bonds, stock and cash components will vary, reflecting the portfolio managers’ judgments of the relative availability of attractively yielding and priced stocks and bonds; however, under normal market conditions, the fund’s portfolio managers generally attempt to target a 40% bond and 60% stock investment allocation. Nevertheless, bonds (including investment grade, high yield and mortgage- or asset-backed) may constitute up to 80% of the fund’s assets, stocks (including common stocks, preferred stocks and convertible bonds) may constitute up to 70% of the fund’s assets, real estate securities may constitute up to 25% of the fund’s assets, foreign (including emerging market) stocks and bonds may constitute up to 25% of the fund’s assets, and money market instruments may constitute up to 25% of the fund’s assets. Although the fund is permitted to invest up to 80% of its assets in lower credit quality bonds, under normal circumstances, the fund intends to limit the investment in lower credit quality bonds to less than 50% of the fund’s assets. The balance between the two strategies of the fund (fixed income and equity investing) is determined after reviewing the risks associated with each type of investment, with the goal of meaningful risk reduction as market conditions demand.

PERFORMANCE DISCUSSIONS

The Ultra Series Diversified Income Fund (Class I) returned 4.77% for the six-month period. The fund’s Custom Blended Index (50% stock, 50% bond) had a return of 5.70%, as the Bank of America Merrill Lynch U.S. Corporate Government and Mortgage Index had a return of 4.17%, while the S&P 500^® Index advanced 7.14%. The equity portion of the portfolio trailed the broader index, hampered by lack of exposure to the market-leading Utilities Sector and a general market preference for more speculative stocks. The bond allocation underperformed its benchmark due to a shorter, more conservative duration stance and a lighter exposure to longer maturity and high yield bonds, which had sharper advances than the overall market.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Common Stocks	56.3	%
Corporate Notes and Bonds	16.8	%
U.S. Government and Agency Obligations	15.1	%
Mortgage Backed-Securities	7.5	%
Asset Backed Securities	0.9	%
Municipal Bonds	0.3	%
Commercial Mortgage Backed Securities	0.2	%
Short-Term Investments and Other Net Assets and Liabilities	2.9	%

Ultra Series Fund | June 30, 2014

LARGE CAP VALUE FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Large Cap Value Fund will, under normal market conditions, maintain at least 80% of its net assets in large cap stocks. The fund follows a “value” approach, meaning the portfolio managers seek to invest in stocks at prices below their perceived intrinsic value as estimated based on fundamental analysis of the issuing company and its prospects. By investing in value stocks, the fund attempts to limit the downside risk over time but may also produce smaller gains than other stock funds if their intrinsic values are not realized by the market or if growth-oriented investments are favored by investors. The fund will diversify its holdings among various industries and among companies within those industries.

PERFORMANCE DISCUSSIONS

The Ultra Series Large Cap Value Fund (Class I) returned 8.34% for the six-month period, outperforming the Russell 1000^® Value Index, which advanced 8.28%. Financial and Consumer Discretionary Sector stock selection were strong contributors to performance, led by insurance holdings American International Group, Markel and Travelers Companies. These insurance holdings are each growing book value and trade at low valuations that we believe offer considerable upside. In Consumer Discretionary, pay TV provider DirecTV was particularly strong. It benefited from a strong first quarter earnings report along with the announcement in May that AT&T plans acquire it for a combination of cash and company stock. We sold DirecTV immediately after the acquisition announcement as we believe upside was limited while there was downside risk if the deal does not go through as planned. On the negative side, Information Technology holdings Oracle and Seagate Technology lagged the market, while Health Care pharmaceutical company Pfizer was another notable underperforming stock. Oracle suffered from market worries related to losing market share to cloud competitors and Seagate was held back by concerns about a weak personal computer market, while Pfizer announced its intention to acquire Astra Zeneca which did not receive a positive reaction in the market. As of the end of the period covered by this report, we continued to hold Oracle, Seagate and Pfizer with the view that fundamentals remain solid while valuations remain cheap, limiting expected downside.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

				Russell 1000^®
	Fund			Value Index

Consumer Discretionary		7.5	%		6.4	%
Consumer Staples		4.4	%		6.9	%
Energy		19.6	%		13.9	%
Financials^†		25.4	%		28.5	%
Health Care		12.8	%		13.1	%
Industrials		13.2	%		10.4	%
Information Technology		9.1	%		8.8	%
Materials		4.3	%		3.4	%
Telecommunication Services		1.0	%		2.3	%
Utilities		–			6.3	%
Short-Term Investments and Other Net
Assets and Liabilities		2.7	%		–

^†Financials includes securities in the following industries: Capital Markets; Commercial Banks; Diversified Financial Services, Insurance; and Real Estate Management & Development

Ultra Series Fund | June 30, 2014

LARGE CAP GROWTH FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Large Cap Growth Fund invests primarily in common stocks of larger companies and will, under normal market conditions, maintain at least 80% of its net assets in large cap stocks. Stocks selected for the fund will represent primarily well-established companies that have a demonstrated pattern of consistent growth. To a lesser extent, the fund may invest in less established companies that may offer more rapid growth potential.

PERFORMANCE DISCUSSION

The Ultra Series Large Cap Growth Fund (Class I) returned 5.05% for the six-month period, underperforming the Russell 1000^® Growth Index, which advanced 6.31%. During the period the market benefited from a flurry of merger and acquisition (M&A) activity, which was running at the highest level we have seen in several years. In many cases, both the acquirer and the acquired company moved higher on news of an acquisition. The Madison Large-Cap Growth Fund benefited from this surge in M&A activity, with three portfolio holdings targeted during the period. The performance shortfall the portfolio experienced in terms of sector allocation was primarily attributable to holding cash during a rising market. In the Health Care Sector we benefited from the snap back in biotechnology companies as well as the hostile takeover offer for Allergan. We sold Allergan late in the period as we believed the company’s value was fully reflected in the current price. The Information Technology Sector also benefited from M&A activity as Oracle Corporation announced a takeover offer for MICROS Systems. We subsequently sold our position in MICROS as the offer by Oracle was deemed to be of full value. In addition, Apple produced a total return of more than 17% for the period on a better-than-expected earnings report as well as completing a seven-for-one stock split. The other company that rose on news of a takeover was DIRECTV, which entered into a merger agreement with AT&T. Alternatively, we had a few companies that did not perform well during the period, including internet company eBay Inc. The leader in online auctions reported weaker than expected results, slightly reduced forward guidance and also is potentially planning to repatriate several billion dollars from their overseas investments. This added to investors’ uncertainty and led to a drop in the stock price. Retailer TJX Companies also experienced a difficult period after announcing uninspiring earnings results. TJX is a clearly a leader in the off-price apparel and home fashions retail market. Our longer-term view of TJX is favorable and during the period covered by this report, we added to our holdings on the recent weakness.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

				Russell 1000^®
	Fund			Growth Index

Consumer Discretionary		21.5	%		18.5	%
Consumer Staples		6.3	%		10.5	%
Energy		5.4	%		6.2	%
Financials		3.0	%		5.5	%
Health Care		13.5	%		12.8	%
Industrials		14.6	%		12.1	%
Information Technology^†		27.2	%		27.5	%
Materials		1.8	%		4.3	%
Telecommunication Services		1.6	%		2.3	%
Utilities		–			0.3	%
Short-Term Investments and Other Net
Assets and Liabilities		5.1	%		–

^†Information Technology includes securities in the following industries: Communications Equipment; Computers and Peripherals; Internet Software & Services; IT services; Semiconductors & Semiconductor Equipment; and Software.

Ultra Series Fund | June 30, 2014

MID CAP FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Mid Cap Fund generally invests in common stocks of midsize companies and will, under normal market conditions, maintain at least 80% of its net assets in mid cap securities. The fund 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 managers believe in selecting stocks for the fund that show steady, sustainable growth and reasonable valuations. As a result, stocks of issuers that are believed to have a blend of both value and growth potential will be selected for investment.

PERFORMANCE DISCUSSION

Ultra Series Mid Cap (Class I) rose 3.32%, against the strong returns of the Russell Mid-cap^® Index, which was up 8.67%. It was a period in which the Russell Midcap^® Value Index was up 11.14%, compared to the Russell Midcap^® Growth Index’s 6.51%. With the fund more growth oriented, this was a headwind. The fund is also focused on high-quality companies with strong fundamentals, and low-quality stocks outperformed high-quality stocks for the period. Over the trailing months we have exercised some caution and trimmed some of the more economically sensitive holdings as the risk/reward scenario appeared to be less attractive. We believe patience and unwavering discipline to our process should pay off in the long run. On the positive side, our Information Technology stocks outperformed significantly. Oracle Systems announced a deal to acquire MICROS Systems towards the end of the quarter. We sold MICROS into this news as we believed the stock price provided little upside from current levels. CDW Corporation, a new holding, also contributed positively to results. Consumer Discretionary holdings weighed on performance for the quarter. Three of the fund’s retail stocks – Bed Bath & Beyond, Sally Beauty Holdings and Ross Stores – were responsible for most of the weak performance. Other sectors that weighed on performance during the quarter were Health Care, Industrials and Energy. Perrigo was responsible for most of the Heath Care Sector weakness because its quarterly results disappointed investors. The mid-cap Healthcare Sector has been strong the last several years driven by the biotech industry. Our lack of exposure to biotech, which has a difficult time meeting our investment criteria, has hurt us as compared to the index. Energy stocks rallied significantly during the quarter driven by unrest in Iraq and prospects for greater demand driven by a stronger domestic economy. Our holdings participated, but didn’t keep up with the sector due to our lighter weighting and preference towards service stocks.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

				Russell
	Fund			Midcap^® Index

Consumer Discretionary		21.3	%		16.8	%
Consumer Staples		1.0	%		5.5	%
Energy		6.2	%		6.4	%
Financials		23.7	%		20.6	%
Health Care		13.6	%		10.8	%
Industrials		18.2	%		13.1	%
Information Technology		4.0	%		13.8	%
Materials		3.6	%		6.0	%
Telecommunication Services		–			0.6	%
Utilities		–			6.4	%
Short-Term Investments and Other Net
Assets and Liabilities		8.4	%		–

Ultra Series Fund | June 30, 2014

SMALL CAP FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Small Cap 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. Under normal market conditions, the fund will maintain at least 80% of its net assets in small cap securities. The portfolio managers employ a value-oriented investment approach in selecting stocks, using proprietary fundamental research to identify securities of companies they believe have attractive valuations. The portfolio managers focus 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 portfolio managers seek to identify those companies that 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.

PERFORMANCE DISCUSSION

The Ultra Series Small Cap Fund (Class I) returned 1.74% for the six-month period, underperforming the Russell 2000^® Index, which advanced 3.19%. Both security selection and sector allocation, which is a residual of the bottom-up stock selection process, detracted from relative returns during the period. Weak selection in the Industrials, Energy and Materials Sectors more than offset strong stock selection within Information Technology and Consumer Discretionary. Our overweight exposure to the Industrials Sector, as well as a frictional cash balance within the fund was also a drag on relative performance. On the positive side, underweight allocations to the weak-performing Consumer Discretionary, Consumer Staples, Telecommunication Services, and Financials Sectors contributed to relative performance. The fund’s most significant detractors from both relative and absolute performance during the period included clothing and accessory retailer for tween girls and women, Ascena Retail Group, non-asset-based international freight forwarder and logistics service provider, UTI Worldwide, and parking company, SP Plus. The fund’s top contributors to relative returns during the period included oil and natural gas exploration company, Diamondback Energy, manufacturer and seller of printers and related products, Zebra Technologies, and leasing provider specializing in transportation equipment, GATX. Our position in Helen of Troy, a developer and distributor of branded consumer products in personal care and housewares, was also among the largest contributors to absolute returns during the period.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

				Russell 2000^®
	Fund			Index

Consumer Discretionary		11.3	%		13.2	%
Consumer Staples		2.2	%		3.1	%
Energy		6.5	%		6.4	%
Financials		21.2	%		22.9	%
Health Care		12.2	%		13.3	%
Industrials		18.7	%		13.9	%
Information Technology		13.4	%		17.9	%
Materials		7.2	%		5.1	%
Telecommunication Services		–			0.8	%
Utilities		3.6	%		3.4	%
Short-Term Investments and Other Net
Assets and Liabilities		3.7	%		–

Ultra Series Fund | June 30, 2014

INTERNATIONAL STOCK FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series International Stock Fund will invest, under normal market conditions, at least 80% of its net assets in the stock of foreign companies. Typically, a majority of the fund’s assets are invested in relatively large cap stocks of companies located or operating in developed countries. 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 portfolio managers typically maintain 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. The fund 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.

PERFORMANCE DISCUSSION

The Ultra Series International Stock Fund (Class I) outperformed the MSCI EAFE Index (net) during the period. Total return for the six-month period was 5.12%, while the MSCI EAFE Index (net) advanced 4.78%. Energy was a strong performing sector in the marketplace and our portfolio, generating double-digit gains as oil prices rose with Mideast tensions, and integrated oil companies, including Total, laid out more disciplined capital expenditure plans. Relative to the MSCI EAFE Index (net), our stock picking in the Consumer Discretionary Sector added value as all five holdings substantially outpaced their respective sector return, with the world’s leading catering company, Compass PLC, leading the way. On the other side of the equation, disappointing results and slowing growth in emerging markets weighed on the portfolio’s technology and materials companies. On a regional basis, the portfolio’s overweight to Europe and underweight to Japan undermined solid stock selection in both. Additions to the portfolio of Japanese companies Makita and Seven & I paid off as both stocks rebounded following short-term fears regarding the impact of the April consumption tax hike in Japan. Japanese banking giant, MUFG, also rose sharply. In addition, our modest exposure to emerging markets helped the portfolio. It is not surprising that Europe’s moribund economic outlook has prevented investors from flocking to its stock markets. However, that creates opportunity for value investors. Europe typically trades at a discount to the U.S. At period end the discount was at a historically wide margin of 30%. Even adjusting for sector differences between the two markets, the margin remained over 20%. Since companies are competing and generating profits globally we believe their stocks should be evaluated in the same fashion, giving us confidence in our continued emphasis on European domiciled companies.


GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Europe (excluding United Kingdom)	48.4	%
Japan	11.0	%
Latin America	4.0	%
Pacific Basin	6.9	%
United Kingdom	24.9	%
Other Countries	2.0	%
Short-Term Investments and Other Net Assets and Liabilities	2.8	%

Ultra Series Fund | June 30, 2014

MADISON TARGET RETIREMENT 2020 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2020 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the fund’s investment adviser for investors planning to retire in or within a few years of 2020. Over time, the fund’s asset allocation will gradually shift from the sector allocation shown below (see sector allocation in the grey box) until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

The Ultra Series Madison Target Retirement 2020 Fund (Class I) returned 4.50% over the first six months of 2014, underperforming both the Target Date 2020 Custom Index return of 5.11% and the Morningstar Target Date 2016-2020 fund category average return of 4.93%. A positive contributor to performance was the fund’s relative overweight to large U.S. stocks within the equity allocation in a period in which large stocks soundly outperformed small-cap issues and U.S. stocks outperformed foreign markets. The broad U.S. stock market (Russell 3000^® Index) outperformed the international market (MSCI ACWI ex-USA Index) by approximately 1.5% over the period. Our emphasis on developed markets over emerging markets was a slight negative for the period, but in line with our risk-management discipline. A below-benchmark duration within the fixed income portion of the portfolio was a drag on performance as interest rates dipped, pushing bond valuations up, particularly for more interest-sensitive longer bonds. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The two most negative detractors from relative performance were the fund’s relatively higher quality equity exposure in a continuing market rally and its short duration bond positioning.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Bond Funds	60.1	%
Stock Funds	32.4	%
Foreign Stock Funds	6.3	%
Money Market Funds and Other Net Assets	1.2	%

MADISON TARGET RETIREMENT 2030 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2030 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the fund’s investment adviser for investors planning to retire in or within a few years of 2030. Over time, the fund’s asset allocation will gradually shift from the sector allocation shown below (see sector allocation in the grey box) until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

The Ultra Series Madison Target Retirement 2030 Fund (Class I) returned 5.07% over the first six months of 2014, underperforming both the

Ultra Series Fund | June 30, 2014

Target Retirement 2030 Fund (continued)

Target Date 2030 Custom Index return of 5.65% and the Morningstar Target Date 2026-2030 fund category average return of 5.36%. A positive contributor to performance was the fund’s relative overweight to large U.S. stocks within the equity allocation in a period in which large stocks soundly outperformed small-cap issues and U.S. stocks outperformed foreign markets. The broad U.S. stock market (Russell 3000^® Index) outperformed the international market (MSCI ACWI ex-USA Index) by approximately 1.5% over the period. Our emphasis on developed markets over emerging markets was a slight negative for the period, but in line with our risk-management discipline. A below-benchmark duration within the fixed income portion of the portfolio was a drag on performance as interest rates dipped, pushing bond valuations up, particularly for more interest-sensitive longer bonds. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The two most negative detractors from relative performance were the fund’s relatively high quality equity exposure in a continuing market rally and its short duration bond positioning.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Stock Funds	48.1	%
Bond Funds	39.4	%
Foreign Stock Funds	10.8	%
Money Market Funds and Other Net Assets	1.7	%

MADISON TARGET RETIREMENT 2040 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2040 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the fund’s investment adviser for investors planning to retire in or within a few years of 2040. Over time, the fund’s asset allocation will gradually shift from the sector allocation shown below (see sector allocation in the grey box) until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

The Ultra Series Madison Target Retirement 2040 Fund (Class I) returned 5.27% over the first six months of 2014, underperforming both the Target Date 2040 Custom Index return of 5.92% and the Morningstar Target Date 2036-2040 fund category average return of 5.63%. A positive contributor to performance was the fund’s relative overweight to large U.S. stocks within the equity allocation in a period in which large stocks soundly outperformed small-cap issues and U.S. stocks outperformed foreign markets. The broad U.S. stock market (Russell 3000^® Index) outperformed the international market (MSCI ACWI ex-USA Index) by approximately 1.5% over the period. Our emphasis on developed markets over emerging markets was a slight negative for the period, but in line with our risk-management discipline. A below-benchmark duration within the fixed income portion of the portfolio was a drag on performance as interest rates dipped, pushing bond valuations up, particularly for more interest-sensitive longer bonds. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of

Ultra Series Fund | June 30, 2014

Target Retirement 2040 Fund (continued)

the period to 2.53% at the end. The two most negative detractors from relative performance were the fund’s relatively higher quality equity exposure in a continuing market rally and its short duration bond positioning.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Stock Funds	56.1	%
Bond Funds	29.1	%
Foreign Stock Funds	13.4	%
Money Market Funds and Other Net Assets	1.4	%

MADISON TARGET RETIREMENT 2050 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2050 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the fund’s investment adviser for investors planning to retire in or within a few years of 2050. Over time, the fund’s asset allocation will gradually shift from the sector allocation shown below (see sector allocation in the grey box) until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

The Ultra Series Madison Target Retirement 2050 Fund (Class I) returned 5.38% over the first six months of 2014, underperforming both the Target Date 2050 Custom Index return of 6.18% and the Morningstar Target Date 2046-2050 fund category average return of 5.76%. A positive contributor to performance was the fund’s relative overweight to large U.S. stocks within the equity allocation in a period in which large stocks soundly outperformed small-cap issues and U.S. stocks outperformed foreign markets. The broad U.S. stock market (Russell 3000^® Index) outperformed the international market (MSCI ACWI ex-USA Index) by approximately 1.5% over the period. Our emphasis on developed markets over emerging markets was a slight negative for the period, but in line with our risk-management discipline. A below-benchmark duration within the fixed income portion of the portfolio was a drag on performance as interest rates dipped, pushing bond valuations up, particularly for more interest-sensitive longer bonds. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The yield on 10-year U.S. Treasury bonds dipped from 3.03% at the beginning of the period to 2.53% at the end. The two most negative detractors from relative performance were the relatively higher quality equity exposure in a continuing market rally and its short duration bond positioning.


SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/14

Stock Funds	64.0	%
Bond Funds	18.7	%
Foreign Stock Funds	15.8	%
Money Market Funds and Other Net Assets	1.5	%

Ultra Series Fund | June 30, 2014

BENCHMARK DESCRIPTIONS

ALLOCATION FUND CUSTOM INDEXES*

The Conservative Allocation Fund Custom Index consists of 28% Russell 3000^® Index, 7% MSCI ACWI ex-US Index and 65% Barclays US Aggregate Bond Index. See market index descriptions below.

The Moderate Allocation Fund Custom Index consists of 48% Russell 3000^® Index, 12% MSCI ACWI ex-US Index and 40% Barclays US Aggregate Bond Index. See market index descriptions below.

The Aggressive Allocation Fund Custom Index consists of 64% Russell 3000^® Index, 16% MSCI ACWI ex-US Index and 20% Barclays US Aggregate Bond Index. See market index descriptions below.

HYBRID FUND CUSTOM INDEXES*

The Custom Blended Index consists of 50% S&P 500 Index and 50% of Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index. See market indexes’ descriptions below.

TARGET DATE CUSTOM INDEXES*

The Target Date 2020 Custom index consists of 59% Barclays U.S. Aggregate Bond Index, 33% Russell 3000^® Index and 8% MSCI ACWI Ex-USA (Net) Index. See market index descriptions below.

The Target Date 2030 Custom Index consisted of 39% Barclays U.S. Aggregate Bond Index, 49% Russell 3000^® Index and 12% MSCI ACWI Ex-USA (Net) Index. See market index descriptions below.

The Target Date 2040 Custom Index consisted of 29% Barclays U.S. Aggregate Bond Index, 57% Russell 3000^® Index and 14% MSCI ACWI Ex-USA (Net) Index. See market index descriptions below.

The Target Date 2050 Custom Index consisted of 19% Barclays U.S. Aggregate Bond Index, 65% Russell 3000^® Index and 16% MSCI ACWI Ex-USA (Net) Index. See market index descriptions below.

*The Custom Indexes are calculated using a monthly re-balancing frequency (i.e. rebalanced back to original constituent weight every calendar month-end).

MARKET INDEXES

The Bank of America Merrill Lynch U.S. Corporate, Government & Mortgage Index is a broad-based measure of the total rate of return performance of the U.S. investment-grade bond markets. The index is a capitalization-weighted aggregation of outstanding U.S. Treasury, agency and supranational mortgage pass-through, and investment-grade corporate bonds meeting specified selection criteria.

The Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index tracks the performance of below investment grade U.S. dollar denominated corporate bonds publicly issued in the U.S. domestic market, but limits any individual issuer to a maximum weighting of 2%.

The Barclays U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage backed- securities, asset-backed securities and corporate securities, with maturities greater than one year.

The Dow Jones Global Target 2020 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2020 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

The Dow Jones Global Target 2030 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2030 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

The Dow Jones Global Target 2040 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2040 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

The Dow Jones Global Target 2050 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2050 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

Ultra Series Fund | June 30, 2014

Benchmark Descriptions (concluded)

The MSCI ACWI ex-USA (net) Index is a market-capitalization-weighted index maintained by Morgan Stanley Capital International (MSCI) and designed to provide a broad measure of stock performance throughout the world, with the exception of U.S.-based companies. The Index includes both developed and emerging markets.

The MSCI EAFE (Europe, Australasia & Far East) Index (net) is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The MSCI EAFE Index (net) is calculated on a total return basis with dividends reinvested after the deduction of withholding taxes.

The Russell 1000^® Index is a large-cap market index which measures the performance of the 1,000 largest companies in the Russell 3000^® Index (see definition below).

The Russell 1000^® Growth Index is a large-cap market index which measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

The Russell 1000^® Value Index is a large-cap market index which measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.

The Russell 2000^® Index is a small-cap market index which measures the performance of the smallest 2,000 companies in the Russell 3000^® Index (see definition below.)

The Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents 98% of the investable U.S. equity market.

The Russell Midcap^® Index is a mid-cap market index which measures the performance of the mid-cap segment of the U.S. equity universe.

The S&P 500^® Index is a large-cap market index which measures the performance of a representative sample of 500 leading companies in leading industries in the U.S.

© 2014 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

Past performance is no guarantee of future results.

Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Russell Investment Group.

Ultra Series Fund | June 30, 2014

Conservative Allocation Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 99.8%

Bond Funds - 58.2%
Franklin Floating Rate Daily Access Fund Advisor Class		1,511,401	$	13,889,773
iShares 3-7 Year Treasury Bond ETF		65,916		8,028,569
iShares 7-10 Year Treasury Bond ETF		93,106		9,643,920
Madison Core Bond Fund Class Y (A)		3,608,976		36,883,739
Madison Corporate Bond Fund Class Y (A)		1,330,425		15,339,797
Madison High Income Fund Class Y (A)		267,604		1,835,762
Madison High Quality Bond Fund Class Y (A)		968,614		10,693,501
Metropolitan West Total Return Bond Fund Class I		2,618,984		28,389,783

				124,704,844
Foreign Bond Funds - 5.2%
Templeton Global Bond Fund Advisor Class		843,086		11,221,477


Foreign Stock Funds - 6.2%
Madison International Stock Fund Class Y (A)		159,271		2,245,722
Madison NorthRoad International Fund Class Y (A)		340,459		4,286,382
Vanguard FTSE All-World ex-US ETF		130,262		6,811,400

				13,343,504
Money Market Funds - 1.1%
State Street Institutional U.S. Government Money Market Fund		2,432,425		2,432,425


Stock Funds - 29.1%
iShares Russell Mid-Cap ETF		82,523		13,414,939
Madison Investors Fund Class Y (A)		348,211		8,559,030
Madison Large Cap Growth Fund Class Y (A)		405,637		9,232,306
Madison Large Cap Value Fund Class Y (A)		1,129,269		21,614,201
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares		414,800		6,304,953
Vanguard Value ETF		39,249		3,177,206

				62,302,635

TOTAL INVESTMENTS - 99.8% (Cost $ 194,543,647**)				214,004,885
NET OTHER ASSETS AND LIABILITIES - 0.2%				431,615

TOTAL NET ASSETS - 100.0%			$	214,436,500

**		Aggregate cost for Federal tax purposes was $196,635,060.
(A)		Affiliated Company (see Note 10).
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Moderate Allocation Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 98.6%

Bond Funds - 35.7%
Franklin Floating Rate Daily Access Fund
Advisor Class		1,899,875	$	17,459,850
iShares 3-7 Year Treasury Bond ETF		64,014		7,796,905
iShares 7-10 Year Treasury Bond ETF		112,878		11,691,903
Madison Core Bond Fund Class Y (A)		3,996,428		40,843,490
Madison Corporate Bond Fund Class Y (A)		481,207		5,548,316
Madison High Income Fund Class Y (A)		507,617		3,482,251
Madison High Quality Bond Fund Class Y (A)		1,078,289		11,904,312
Metropolitan West Total Return Bond Fund Class I		3,773,368		40,903,314

				139,630,341
Foreign Bond Funds - 1.5%
Templeton Global Bond Fund Advisor Class		430,881		5,735,032


Foreign Stock Funds - 10.6%
Madison International Stock Fund Class Y (A)		403,974		5,696,039
Madison NorthRoad International Fund Class Y (A)		1,076,212		13,549,510
Vanguard FTSE All-World ex-U.S. ETF		425,028		22,224,714

				41,470,263
Stock Funds - 50.8%
iShares Core S&P Mid-Cap ETF		150,413		21,521,092
Madison Investors Fund Class Y (A)		1,306,194		32,106,243
Madison Large Cap Growth Fund Class Y (A)		1,536,922		34,980,340
Madison Large Cap Value Fund Class Y (A)		2,617,617		50,101,189
Madison Mid Cap Fund Class Y (A)		1,404,472		13,749,783
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares		1,868,379		28,399,361
Vanguard Information Technology ETF		21,053		2,037,720
Vanguard Value ETF		191,532		15,504,516

				198,400,244

TOTAL INVESTMENTS - 98.6% (Cost $ 324,196,291**)				385,235,880
NET OTHER ASSETS AND LIABILITIES - 1.4%				5,640,804

TOTAL NET ASSETS - 100.0%			$	390,876,684

**		Aggregate cost for Federal tax purposes was $328,230,367.
(A)		Affiliated Company (see Note 10).
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Aggressive Allocation Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 100.9%

Bond Funds - 15.9%
iShares 7-10 Year Treasury Bond ETF		27,887	$	2,888,536
Madison Core Bond Fund Class Y (A)		706,863		7,224,140
Metropolitan West Total Return Bond Fund Class I		1,070,824		11,607,729
PowerShares Senior Loan Portfolio		58,598		1,457,332

				23,177,737
Foreign Stock Funds - 14.3%
Madison International Stock Fund Class Y (A)		206,431		2,910,683
Madison NorthRoad International Fund Class Y (A)		401,435		5,054,072
Vanguard FTSE All-World ex-U.S. ETF		248,455		12,991,712

				20,956,467
Money Market Funds - 3.2%
State Street Institutional U.S. Government Money Market Fund		4,690,458		4,690,458

Stock Funds - 67.5%
iShares Core S&P Mid-Cap ETF		72,034		10,306,625
Madison Investors Fund Class Y (A)		610,680		15,010,504
Madison Large Cap Growth Fund Class Y (A)		734,298		16,712,624
Madison Large Cap Value Fund Class Y (A)		1,165,201		22,301,956
Madison Mid Cap Fund Class Y (A)		728,697		7,133,942
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares		1,066,477		16,210,448
Vanguard Information Technology ETF		23,296		2,254,820
Vanguard Value ETF		107,226		8,679,944

				98,610,863

TOTAL INVESTMENTS - 100.9% (Cost $ 119,410,869**)				147,435,525
NET OTHER ASSETS AND LIABILITIES - (0.9%)				(1,282,008	)

TOTAL NET ASSETS - 100.0%			$	146,153,517

**		Aggregate cost for Federal tax purposes was $121,542,807.
(A)		Affiliated Company (see Note 10).
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Money Market Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

COMMERCIAL PAPER - 3.3%

Financials - 3.3%
General Electric Capital Corp., (A), 0.101%, 9/9/14	$	900,000	$	899,825

Total Commercial Paper (Cost $ 899,825)				899,825
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 84.7%

Fannie Mae - 20.4%
0.042%, 7/2/14 (A)		1,100,000		1,099,998
0.061%, 7/3/14 (A)		500,000		499,998
0.041%, 7/14/14 (A)		850,000		849,988
0.061%, 7/29/14 (A)		1,000,000		999,953
0.875%, 8/28/14		200,000		200,249
0.091%, 9/8/14 (A)		200,000		199,966
0.076%, 9/22/14 (A)		275,000		274,952
0.086%, 10/2/14 (A)		1,300,000		1,299,715
0.100%, 10/14/14 (A)		200,000		199,948

				5,624,767
Federal Home Loan Bank - 28.5%
0.090%, 7/8/14		550,000		550,001
0.065%, 7/16/14 (A)		1,600,000		1,599,957
0.056%, 7/21/14 (A)		1,000,000		999,969
0.016%, 7/23/14 (A)		400,000		399,984
0.081%, 7/25/14 (A)		200,000		199,989
0.066%, 7/30/14 (A)		620,000		619,968
0.071%, 8/8/14 (A)		900,000		899,934
0.091%, 9/10/14 (A)		1,900,000		1,899,663
0.101%, 9/26/14 (A)		700,000		699,831

				7,869,296
Freddie Mac - 24.9%
0.071%, 7/7/14 (A)		200,000		199,998
0.071%, 7/11/14 (A)		200,000		199,996
5.000%, 7/15/14		2,054,000		2,057,895
0.061%, 7/28/14 (A)		250,000		249,989
3.000%, 7/28/14		500,000		501,081
1.000%, 7/30/14		900,000		900,675
0.061%, 8/13/14 (A)		250,000		249,982
1.000%, 8/20/14		2,000,000		2,002,551
0.071%, 8/25/14 (A)		500,000		499,946

				6,862,113
U.S. Treasury Notes - 10.9%
4.250%, 8/15/14		1,250,000		1,256,535
0.250%, 9/30/14		1,750,000		1,751,020

				3,007,555

Total U.S. Government and Agency Obligations (Cost $ 23,363,731)				23,363,731
SHORT-TERM INVESTMENTS - 7.2%
Financials - 1.5%
Berkshire Hathaway Finance Corp., 5.1%,
7/15/14		402,000		402,749

Information Technology - 5.7%
Oracle Corp., 3.75%, 7/8/14		1,569,000		1,570,062

Total Short-Term Investments
(Cost $ 1,972,811)				1,972,811
	Shares

INVESTMENT COMPANIES - 4.4%
State Street Institutional U.S. Government Money Market Fund		1,208,964		1,208,964

Total Investment Companies (Cost $ 1,208,964)				1,208,964

TOTAL INVESTMENTS - 99.6% (Cost $ 27,445,331**)				27,445,331
NET OTHER ASSETS AND LIABILITIES - 0.4%				118,602


TOTAL NET ASSETS - 100.0%			$	27,563,933

**		Aggregate cost for Federal tax purposes was $27,445,331.
(A)		Rate noted represents annualized yield at time of purchase.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Core Bond Fund Portfolio of Investments (unaudited)

		Par Value	Value (Note 2)

ASSET BACKED SECURITIES - 0.7%
ABSC Long Beach Home Equity Loan Trust, Series 2000-LB1, Class AF5 (A) (B), 8.55%, 9/21/30	$	652,045	$	659,507
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		775,000		776,731
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		175,000		175,383
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		425,000		425,765

Total Asset Backed Securities (Cost $2,045,759)				2,037,386

CORPORATE NOTES AND BONDS - 30.5%

Consumer Discretionary - 3.8%
AARP, Inc. (C) (D), 7.5%, 5/1/31		2,000,000		2,725,752
Advance Auto Parts Inc., 4.5%, 12/1/23		1,000,000		1,054,449
AutoZone Inc., 1.3%, 1/13/17		1,500,000		1,503,664
DR Horton Inc., 5.25%, 2/15/15		1,140,000		1,166,676
DR Horton Inc., 3.75%, 3/1/19		475,000		477,375
ERAC USA Finance LLC (C) (D), 6.7%, 6/1/34		2,000,000		2,503,240
First Data Corp. (C) (D), 7.375%, 6/15/19		500,000		536,875
GLP Capital L.P./GLP Financing II Inc. (C) (D), 4.875%, 11/1/20		253,000		260,590
Intelsat Jackson Holding SA (E), 5.5%, 8/1/23		450,000		447,750
Sirius XM Radio Inc. (C) (D), 6%, 7/15/24		350,000		364,000
Toll Brothers Finance Corp., 4%, 12/31/18		500,000		515,000

				11,555,371
Energy - 4.1%
Access Midstream Partners L.P./ACMP Finance
Corp., 4.875%, 5/15/23		450,000		474,188
Denbury Resources Inc., 6.375%, 8/15/21		1,000,000		1,072,500
Energy Transfer Partners L.P., 4.15%, 10/1/20		1,500,000		1,585,836
Hess Corp., 7.875%, 10/1/29		960,000		1,322,864
Plains Exploration & Production Co., 6.75%, 2/1/22		1,250,000		1,420,312
SandRidge Energy Inc., 7.5%, 3/15/21		400,000		433,500
Transocean Inc. (E), 7.5%, 4/15/31		2,000,000		2,419,672
Valero Energy Corp., 7.5%, 4/15/32		2,000,000		2,655,296
		950,000		959,406

Williams Cos. Inc/The, 4.55%, 6/24/24				12,343,574
Financials - 5.5%
AerCap Ireland Capital Ltd./AerCap Global
Aviation Trust (C) (D) (E), 3.75%, 5/15/19		400,000		403,000
Affiliated Managers Group Inc., 4.25%, 2/15/24		1,500,000		1,551,936
Air Lease Corp., 3.875%, 4/1/21		500,000		510,000
American Express Credit Corp., MTN, 2.375%, 3/24/17		1,080,000		1,116,517
Apollo Management Holdings L.P. (C) (D), 4%, 5/30/24		750,000		754,804
CBL & Associates L.P., 5.25%, 12/1/23		500,000		533,084
Fifth Third Bancorp, 2.3%, 3/1/19		900,000		904,692
General Electric Capital Corp., MTN, 3.35%, 10/17/16		2,000,000		2,110,202
Glencore Funding LLC (C) (D), 3.125%, 4/29/19		525,000		535,395
Goldman Sachs Group Inc./The, 2.625%, 1/31/19		1,500,000		1,520,388
HCP Inc., MTN, 6.7%, 1/30/18		1,000,000		1,166,016
Health Care REIT Inc., 4.5%, 1/15/24		1,000,000		1,053,668
Hospitality Properties Trust, 4.65%, 3/15/24		1,000,000		1,047,901
Icahn Enterprises L.P./Icahn Enterprises Finance Corp., 4.875%, 3/15/19		250,000		257,500
Lehman Brothers Holdings Inc.* (F), 5.75%, 1/3/17		3,135,000		314
Liberty Mutual Group Inc. (C) (D), 4.25%, 6/15/23		1,000,000		1,036,467
Senior Housing Properties Trust, 3.25%, 5/1/19		500,000		506,388
Simon Property Group L.P., 5.875%, 3/1/17		1,060,000		1,182,334
UBS AG/Stamford CT (E), 5.75%, 4/25/18		366,000		419,634

				16,610,240
Health Care - 3.3%
Eli Lilly & Co., 6.57%, 1/1/16		1,000,000		1,087,364
Forest Laboratories Inc. (C) (D), 5%, 12/15/21		250,000		273,965
Genentech Inc., 5.25%, 7/15/35		1,740,000		2,006,855
HCA Inc., 5.875%, 3/15/22		275,000		298,031
Merck Sharp & Dohme Corp., 5.75%, 11/15/36		2,000,000		2,427,016
Quest Diagnostics Inc., 5.45%, 11/1/15		2,000,000		2,118,842
Thermo Fisher Scientific Inc., 2.4%, 2/1/19		500,000		505,088
Wyeth LLC, 6.5%, 2/1/34		1,000,000		1,308,097

				10,025,258
Industrials - 5.4%
ADT Corp./The, 4.125%, 4/15/19		475,000		477,969
B/E Aerospace Inc., 5.25%, 4/1/22		450,000		489,938
Boeing Co./The, 8.625%, 11/15/31		760,000		1,154,340
Boeing Co./The, 6.875%, 10/15/43		1,380,000		1,873,934
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		2,000,000		2,511,416
Crane Co., 2.75%, 12/15/18		500,000		511,394
Lockheed Martin Corp., 7.65%, 5/1/16		1,450,000		1,635,113
Norfolk Southern Corp., 5.59%, 5/17/25		1,268,000		1,441,164
Norfolk Southern Corp., 7.05%, 5/1/37		1,400,000		1,913,446
Northrop Grumman Corp., 1.75%, 6/1/18		1,500,000		1,492,686
Waste Management Inc., 7.125%, 12/15/17		2,465,000		2,896,567

				16,397,967

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Core Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS (continued)

Information Technology - 2.0%
Apple Inc., 2.4%, 5/3/23	$	2,000,000	$	1,889,378
Broadridge Financial Solutions Inc., 3.95%, 9/1/20		1,000,000		1,046,773
EMC Corp./MA, 2.65%, 6/1/20		2,000,000		2,016,366
Thomson Reuters Corp. (E), 4.3%, 11/23/23		650,000		681,411
Xilinx Inc., 3%, 3/15/21		450,000		454,188

				6,088,116
Materials - 1.4%
Westvaco Corp., 8.2%, 1/15/30		2,250,000		2,954,732
Weyerhaeuser Co., 7.375%, 3/15/32		1,000,000		1,351,169

				4,305,901
Telecommunication Services - 1.6% Comcast Cable Communications Holdings Inc.,
9.455%, 11/15/22		2,000,000		2,906,994
Verizon Communications Inc., 3.45%, 3/15/21		1,000,000		1,033,404
Verizon Communications Inc., 5.15%, 9/15/23		626,000		700,552

				4,640,950
Utilities - 3.4%
Indianapolis Power & Light Co. (C) (D), 6.05%, 10/1/36		1,000,000		1,247,320
Interstate Power & Light Co., 6.25%, 7/15/39		2,925,000		3,783,593
Sierra Pacific Power Co., Series M, 6%, 5/15/16		1,250,000		1,371,477
Southwestern Electric Power Co., Series E, 5.55%, 1/15/17		1,165,000		1,287,965
Wisconsin Electric Power Co., 6.5%, 6/1/28		2,000,000		2,537,784

				10,228,139

Total Corporate Notes and Bonds (Cost $86,537,838)				92,195,516

LONG TERM MUNICIPAL BONDS - 1.1%
General - 1.1%
Jacksonville FL Sales Tax Revenue, Series A,
5%, 10/1/29		1,000,000		1,117,190
King County WA Sewer Revenue, (AGM),
5%, 1/1/36		1,100,000		1,182,412
Tulsa OK Public Facility Authority Revenue,
6.6%, 11/15/29		1,000,000		1,129,480

				3,429,082

Total Long Term Municipal Bonds (Cost $3,336,596)				3,429,082

MORTGAGE BACKED SECURITIES - 18.3%
Fannie Mae - 11.8%
4%, 4/1/15 Pool # 255719		72,231		76,670
5.5%, 4/1/16 Pool # 745444		246,079		261,348
6%, 5/1/16 Pool # 582558		15,716		16,144
5.5%, 9/1/17 Pool # 657335		52,949		56,235
5.5%, 2/1/18 Pool # 673194		169,328		179,867
5%, 5/1/20 Pool # 813965		691,771		747,039
4.5%, 9/1/20 Pool # 835465		501,712		532,884
6%, 5/1/21 Pool # 253847		97,870		110,598
7%, 12/1/29 Pool # 762813		85,895		94,882
7%, 11/1/31 Pool # 607515		51,183		58,126
6.5%, 3/1/32 Pool # 631377		95,724		108,098
7%, 5/1/32 Pool # 644591		22,795		25,531
6.5%, 6/1/32 Pool # 545691		677,832		769,698
5.5%, 4/1/33 Pool # 690206		774,988		869,112
5%, 10/1/33 Pool # 254903		1,143,308		1,276,382
5.5%, 11/1/33 Pool # 555880		927,174		1,042,580
5%, 6/1/34 Pool # 778891		287,385		320,418
7%, 7/1/34 Pool # 792636		40,981		42,932
5.5%, 8/1/34 Pool # 793647		171,337		192,680
5.5%, 3/1/35 Pool # 810075		509,762		572,862
5%, 8/1/35 Pool # 829670		928,144		1,032,525
5%, 9/1/35 Pool # 820347		1,176,007		1,332,639
5%, 9/1/35 Pool # 835699		1,107,277		1,254,488
5%, 10/1/35 Pool # 797669		1,341,969		1,508,674
5.5%, 10/1/35 Pool # 836912		31,339		35,062
5%, 11/1/35 Pool # 844809		446,621		496,647
5%, 12/1/35 Pool # 850561		506,953		563,793
5.5%, 10/1/36 Pool # 896340		179,028		200,294
5.5%, 10/1/36 Pool # 901723		1,207,655		1,351,644
6.5%, 10/1/36 Pool # 894118		544,117		613,516
6%, 11/1/36 Pool # 902510		1,157,026		1,318,923
5.5%, 5/1/37 Pool # 928292		674,896		762,128
6%, 10/1/37 Pool # 947563		1,086,682		1,239,256
6.5%, 8/1/38 Pool # 987711		1,503,124		1,694,837
5.5%, 4/1/40 Pool # AD0926		2,657,764		2,973,471
4.5%, 8/1/40 Pool # AD8243		782,047		847,779
4%, 1/1/41 Pool # AB2080		2,732,277		2,904,081
4%, 9/1/41 Pool # AJ1406		2,863,450		3,044,761
3.5%, 6/1/42 Pool # AO4136		3,056,138		3,150,831
3.5%, 9/1/42 Pool # AB6228		1,940,517		2,000,643

				35,680,078
Freddie Mac - 6.4%
5%, 5/1/18 Pool # E96322		372,229		395,121
3%, 8/1/27 Pool # J19899		2,622,194		2,721,284
8%, 6/1/30 Pool # C01005		30,275		33,686
7%, 3/1/31 Pool # C48129		116,171		125,076
5%, 7/1/33 Pool # A11325		801,574		903,408
6%, 10/1/34 Pool # A28439		266,309		299,243
5.5%, 11/1/34 Pool # A28282		1,791,509		2,029,634
5%, 4/1/35 Pool # A32314		245,410		272,643
5%, 4/1/35 Pool # A32315		402,344		452,675
5%, 4/1/35 Pool # A32316		558,009		629,668
5%, 4/1/35 Pool # A32509		190,651		211,809

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Core Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

MORTGAGE BACKED SECURITIES (continued)
Freddie Mac (continued)
5%, 1/1/37 Pool # A56371	$	894,076	$	989,428
4%, 10/1/41 Pool # Q04092		1,370,392		1,453,919
3%, 9/1/42 Pool # C04233		3,242,898		3,202,756
3%, 4/1/43 Pool # V80025		2,816,750		2,781,883
3%, 4/1/43 Pool # V80026		2,847,385		2,812,139

				19,314,372
Ginnie Mae - 0.1%
8%, 10/20/15 Pool # 2995		8,167		8,258
6.5%, 2/20/29 Pool # 2714		99,343		115,800
6.5%, 4/20/31 Pool # 3068		71,036		81,740

				205,798

Total Mortgage Backed Securities (Cost $52,414,907)				55,200,248

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 47.6%
Fannie Mae - 1.3%
4.625%, 10/15/14		3,905,000		3,955,464

Federal Farm Credit Bank - 1.5%
5.875%, 10/3/16		4,000,000		4,466,412

Federal Home Loan Bank - 0.2%
1.550%, 6/28/27 (B)		600,000		595,988

U.S. Treasury Bonds - 4.7%
6.625%, 2/15/27		6,600,000		9,359,625
4.500%, 5/15/38		4,000,000		4,863,752

				14,223,377

U.S. Treasury Notes - 39.9%
4.250%, 8/15/14		5,500,000		5,528,358
2.375%, 9/30/14		3,600,000		3,620,531
2.625%, 12/31/14		26,000,000		26,328,042
2.500%, 3/31/15		1,750,000		1,781,514
4.250%, 8/15/15		8,900,000		9,307,798
3.250%, 12/31/16		8,000,000		8,512,496
3.125%, 1/31/17		4,000,000		4,248,752
2.375%, 7/31/17		5,250,000		5,480,507
0.750%, 10/31/17		8,000,000		7,922,496
4.250%, 11/15/17		9,100,000		10,066,875
2.750%, 2/15/19		8,250,000		8,705,680
3.375%, 11/15/19		13,000,000		14,125,306
2.625%, 11/15/20		6,500,000		6,751,875
2.000%, 11/15/21		7,500,000		7,406,250
2.750%, 11/15/23		1,000,000		1,024,922

				120,811,402

Total U.S. Government and Agency Obligations (Cost $137,754,396)				144,052,643
	Shares

SHORT-TERM INVESTMENTS - 1.2%
State Street Institutional U.S. Government
Money Market Fund		3,776,821		3,776,821

Total Short-Term Investments (Cost $3,776,821)				3,776,821

TOTAL INVESTMENTS - 99.4% (Cost $285,866,317**)				300,691,696
NET OTHER ASSETS AND LIABILITIES - 0.6%				1,954,976

TOTAL NET ASSETS - 100.0%			$	302,646,672

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $285,866,317.
(A)		Floating rate or variable rate note. Rate shown is as of June 30, 2014.
(B)		Stepped rate security. Rate shown is as of June 30, 2014.
(C)		Security sold within terms of a private placement memorandum exempt from registration under rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional investors.”
(D)		Illiquid security (See Note 2).
(E)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 1.4% of total net assets.
(F)		In default. Issuer is bankrupt.
AGM		Assured Guaranty Municipal Corp.
MTN		Medium Term Note
REIT		Real Estate Investment Trust

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

High Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - 95.8%

Consumer Discretionary - 34.5%

Auto Components - 4.6%
Allison Transmission Inc. (A), 7.125%, 5/15/19	$	300,000	$	321,000
Dana Holding Corp., 6.5%, 2/15/19		350,000		368,812
Goodyear Tire & Rubber Co., 7%, 5/15/22		500,000		555,000
LKQ Corp., 4.75%, 5/15/23		450,000		443,700
Tenneco Inc., 6.875%, 12/15/20		525,000		571,594

				2,260,106
Hotels, Restaurants & Leisure - 4.4%
Boyd Gaming Corp., 9.125%, 12/1/18		300,000		319,125
Felcor Lodging L.P., 6.75%, 6/1/19		450,000		478,688
Isle of Capri Casinos Inc., 5.875%, 3/15/21		300,000		303,375
Peninsula Gaming LLC / Peninsula Gaming Corp. (A), 8.375%, 2/15/18		200,000		214,000
Pinnacle Entertainment Inc., 8.75%, 5/15/20		300,000		327,000
Pinnacle Entertainment Inc., 7.5%, 4/15/21		200,000		215,500
Scientific Games International Inc., 6.25%, 9/1/20		300,000		295,500

				2,153,188
Household Products - 1.9%
ACCO Brands Corp., 6.75%, 4/30/20		400,000		419,000
Central Garden and Pet Co., 8.25%, 3/1/18		500,000		518,750

				937,750
Media - 18.2%
AMC Networks Inc., 4.75%, 12/15/22		400,000		400,000
Cablevision Systems Corp., 7.75%, 4/15/18		250,000		282,500
Cablevision Systems Corp., 5.875%, 9/15/22		100,000		101,875
CBS Outdoor Americas Capital LLC / CBS Outdoor Americas Capital Corp. (A), 5.625%, 2/15/24		500,000		516,250
CCO Holdings LLC / CCO Holdings Capital Corp., 6.5%, 4/30/21		750,000		798,750
Cequel Communications Holdings I LLC / Cequel Capital Corp. (A), 6.375%, 9/15/20		200,000		212,500
CSC Holdings LLC (A), 5.25%, 6/1/24		250,000		245,937
Cumulus Media Holdings Inc., 7.75%, 5/1/19		400,000		421,500
DISH DBS Corp., 5.125%, 5/1/20		500,000		525,625
Gray Television Inc., 7.5%, 10/1/20		400,000		431,000
Hughes Satellite Systems Corp., 6.5%, 6/15/19		500,000		557,500
Lamar Media Corp., 5.875%, 2/1/22		500,000		535,625
Mediacom Broadband LLC / Mediacom Broadband Corp., 6.375%, 4/1/23		400,000		422,000
Nielsen Finance LLC / Nielsen Finance Co. (A), 5%, 4/15/22		500,000		503,750
Sinclair Television Group Inc., 6.125%, 10/1/22		250,000		261,250
Sirius XM Radio Inc. (A), 5.875%, 10/1/20		250,000		264,375
Sirius XM Radio Inc. (A), 4.625%, 5/15/23		250,000		239,375
Telesat Canada / Telesat LLC (A) (B), 6%, 5/15/17		500,000		515,625
Univision Communications Inc. (A), 6.75%, 9/15/22		452,000		500,025
UPCB Finance V Ltd. (A) (B), 6.875%, 1/15/22		350,000		382,375
ViaSat Inc., 6.875%, 6/15/20		300,000		323,250
WMG Acquisition Corp. (A), 6.75%, 4/15/22		400,000		400,000

				8,841,087
Specialty Retail - 3.7%
Chinos Intermediate Holdings A Inc., PIK (A), 7.75%, 5/1/19		400,000		401,000
Jo-Ann Stores Inc. (A), 8.125%, 3/15/19		600,000		615,000
Penske Automotive Group Inc., 5.75%, 10/1/22		250,000		263,125
Sally Holdings LLC / Sally Capital Inc., 5.75%, 6/1/22		500,000		532,500

				1,811,625
Textiles, Apparel & Luxury Goods - 1.7%
Hanesbrands Inc., 6.375%, 12/15/20		250,000		270,313
Levi Strauss & Co., 7.625%, 5/15/20		500,000		538,125

				808,438

				16,812,194
Consumer Staples - 3.4%
Alphabet Holding Co. Inc., PIK, 7.75%, 11/1/17		600,000		619,500
Dole Food Co. Inc. (A), 7.25%, 5/1/19		500,000		506,250
Pinnacle Foods Finance LLC / Pinnacle Foods Finance Corp., 4.875%, 5/1/21		500,000		511,250

				1,637,000
Energy - 15.9%
AmeriGas Finance LLC / AmeriGas Finance
Corp., 7%, 5/20/22		250,000		276,875
AmeriGas Partners L.P. / AmeriGas Finance Corp., 6.25%, 8/20/19		500,000		533,750
Baytex Energy Corp. (A) (B), 5.625%, 6/1/24		500,000		501,875
Berry Petroleum Co. LLC, 6.375%, 9/15/22		250,000		266,250
CGG SA (B), 6.5%, 6/1/21		300,000		297,750
Chaparral Energy Inc., 8.25%, 9/1/21		500,000		548,750
Chesapeake Energy Corp., 6.875%, 11/15/20		300,000		348,000
Endeavor Energy Resources L.P. / EER Finance Inc. (A) (C), 7%, 8/15/21		400,000		427,000
Exterran Holdings Inc., 7.25%, 12/1/18		500,000		527,500
Ferrellgas L.P. / Ferrellgas Finance Corp. (A), 6.75%, 1/15/22		400,000		418,000
Hornbeck Offshore Services Inc., 5.875%, 4/1/20		400,000		414,000
Key Energy Services Inc., 6.75%, 3/1/21		500,000		520,000
Lightstream Resources Ltd. (A) (B), 8.625%, 2/1/20		300,000		315,000

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

High Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS (continued)

Energy (continued)
QEP Resources Inc., 5.375%, 10/1/22	$	150,000	$	154,500
QEP Resources Inc., 5.25%, 5/1/23		500,000		511,250
Regency Energy Partners L.P. / Regency Energy Finance Corp., 5.875%, 3/1/22		250,000		271,562
Rice Energy Inc. (A), 6.25%, 5/1/22		500,000		512,500
Rose Rock Midstream L.P. / Rose Rock Finance Corp. (A), 5.625%, 7/15/22		400,000		405,000
Suburban Propane Partners L.P. / Suburban Energy Finance Corp., 7.375%, 8/1/21		227,000		246,863
Unit Corp., 6.625%, 5/15/21		250,000		266,875

				7,763,300
Financials - 2.3%
Nationstar Mortgage LLC / Nationstar Capital Corp., 6.5%, 7/1/21		450,000		451,125
Omega Healthcare Investors Inc., 5.875%, 3/15/24		250,000		265,050
Springleaf Finance Corp., MTN, 6.9%, 12/15/17		350,000		388,500

				1,104,675
Health Care - 8.8%
Acadia Healthcare Co. Inc. (A), 5.125%, 7/1/22		500,000		501,250
Air Medical Group Holdings Inc., 9.25%, 11/1/18		267,000		284,355
Biomet Inc., 6.5%, 10/1/20		400,000		427,000
CHS/Community Health Systems Inc. (A), 6.875%, 2/1/22		500,000		530,000
Endo Finance LLC & Endo Finco Inc. (A), 7%, 7/15/19		100,000		106,875
Endo Finance LLC & Endo Finco Inc. (A), 7%, 12/15/20		500,000		535,000
Fresenius Medical Care US Finance II Inc. (A), 5.625%, 7/31/19		200,000		218,000
Grifols Worldwide Operations Ltd. (A) (B), 5.25%, 4/1/22		250,000		259,375
Mallinckrodt International Finance S.A. (B), 4.75%, 4/15/23		300,000		291,750
MPH Acquisition Holdings LLC (A), 6.625%, 4/1/22		400,000		419,000
Par Pharmaceutical Cos. Inc., 7.375%, 10/15/20		200,000		215,000
Tenet Healthcare Corp., 8%, 8/1/20		350,000		379,313
Tenet Healthcare Corp., 6%, 10/1/20		100,000		108,500

				4,275,418
Industrials - 14.5%
Ashtead Capital Inc. (A), 6.5%, 7/15/22		500,000		546,250
Belden Inc. (A), 5.5%, 9/1/22		500,000		517,500
Bombardier Inc. (A) (B), 6.125%, 1/15/23		350,000		360,500
Clean Harbors Inc., 5.125%, 6/1/21		150,000		153,281
Covanta Holding Corp., 5.875%, 3/1/24		500,000		516,875
FTI Consulting Inc., 6%, 11/15/22		500,000		514,375
Gardner Denver Inc. (A), 6.875%, 8/15/21		250,000		262,500
Gates Global LLC / Gates Global Co. (A), 6%, 7/15/22		450,000		450,000
Gates Investments LLC / Gates Investments Inc., 9%, 10/1/18		127,000		135,230
Griffon Corp., 5.25%, 3/1/22		500,000		496,875
Iron Mountain Inc., 6%, 8/15/23		200,000		216,250
Iron Mountain Inc., 5.75%, 8/15/24		150,000		154,500
Kratos Defense & Security Solutions Inc. (A), 7%, 5/15/19		400,000		416,000
Nortek Inc., 8.5%, 4/15/21		250,000		276,250
Ply Gem Industries Inc. (A), 6.5%, 2/1/22		350,000		338,625
RR Donnelley & Sons Co., 7.875%, 3/15/21		200,000		230,000
TransDigm Inc., 5.5%, 10/15/20		200,000		203,280
TransDigm Inc. (A), 6.5%, 7/15/24		300,000		312,375
United Rentals North America Inc., 8.25%, 2/1/21		175,000		194,687
United Rentals North America Inc., 7.625%, 4/15/22		250,000		280,625
West Corp., 7.875%, 1/15/19		199,000		211,189
West Corp. (A), 5.375%, 7/15/22		250,000		247,500

				7,034,667
Information Technology - 2.4%
Alliance Data Systems Corp. (A), 5.25%, 12/1/17		50,000		52,250
Alliance Data Systems Corp. (A), 6.375%, 4/1/20		400,000		426,000
CommScope Holding Co. Inc., PIK (A), 6.625%, 6/1/20		250,000		266,875
Syniverse Holdings Inc., 9.125%, 1/15/19		400,000		428,500

				1,173,625
Materials - 7.2%
ArcelorMittal (B), 5.75%, 8/5/20		300,000		322,500
Ardagh Packaging Finance PLC / Ardagh Holdings USA Inc. (A) (B), 9.125%, 10/15/20		300,000		330,750
Berry Plastics Corp., 5.5%, 5/15/22		500,000		502,812
Boise Cascade Co. (C), 6.375%, 11/1/20		600,000		645,000
Huntsman International LLC, 4.875%, 11/15/20		400,000		414,000
Polymer Group Inc., 7.75%, 2/1/19		500,000		531,250
Reynolds Group Issuer Inc. / Reynolds Group Issuer LLC, 9%, 4/15/19		250,000		264,688
Tronox Finance LLC, 6.375%, 8/15/20		500,000		516,250

				3,527,250

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

High Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS (continued)

Telecommunication Services - 5.3%
CenturyLink Inc., 5.625%, 4/1/20	$	200,000	$	211,000
CenturyLink Inc., 5.8%, 3/15/22		250,000		260,312
Level 3 Financing Inc., 8.125%, 7/1/19		600,000		654,750
SBA Telecommunications Inc., 5.75%, 7/15/20		300,000		318,000
Sprint Communications Inc., 7%, 8/15/20		325,000		359,531
T-Mobile USA Inc., 6.633%, 4/28/21		500,000		541,250
Windstream Corp., 6.375%, 8/1/23		250,000		253,438

				2,598,281
Utilities - 1.5%
Calpine Corp. (A), 6%, 1/15/22		500,000		538,750
NRG Energy Inc. (A), 6.25%, 5/1/24		200,000		209,000

				747,750

Total Corporate Notes and Bonds (Cost $44,760,106)				46,674,160

	Shares

SHORT-TERM INVESTMENTS - 5.3%
State Street Institutional U.S. Government Money Market Fund		2,562,433		2,562,433


Total Short-Term Investments (Cost $2,562,433)				2,562,433

TOTAL INVESTMENTS - 101.1% (Cost $47,322,539**)				49,236,593
NET OTHER ASSETS AND LIABILITIES - (1.1%)				(538,745	)

TOTAL NET ASSETS - 100.0%			$	48,697,848

**		Aggregate cost for Federal tax purposes was $47,322,539.
(A)		Security sold within terms of a private placement memorandum exempt from registration under section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional investors.”
(B)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 7.3% of total net assets.
(C)		Illiquid security (See Note 2).
MTN		Medium Term Note
PIK		Payment in Kind. Pays interest in additional bonds rather than in cash.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Diversified Income Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 56.3%
Consumer Discretionary - 4.1%
McDonald’s Corp.		83,000	$	8,361,420
Omnicom Group Inc.		33,000		2,350,260
Time Warner Inc.		86,500		6,076,637

				16,788,317
Consumer Staples - 7.3%
Coca-Cola Co./The		71,000		3,007,560
Diageo PLC, ADR		31,000		3,945,370
Nestle S.A., ADR		78,000		6,058,260
PepsiCo Inc.		80,500		7,191,870
Procter & Gamble Co./The		91,000		7,151,690
Wal-Mart Stores Inc.		33,000		2,477,310

				29,832,060
Energy - 8.4%
Chevron Corp.		74,500		9,725,975
ConocoPhillips		53,000		4,543,690
Ensco PLC, Class A		46,000		2,556,220
Exxon Mobil Corp.		81,000		8,155,080
National Oilwell Varco Inc.		29,000		2,388,150
Occidental Petroleum Corp.		37,000		3,797,310
Schlumberger Ltd.		26,000		3,066,700

				34,233,125
Financials - 10.8%
Bank of New York Mellon Corp./The		85,500		3,204,540
BB&T Corp.		96,500		3,804,995
M&T Bank Corp.		27,000		3,349,350
MetLife Inc.		69,000		3,833,640
Northern Trust Corp.		47,500		3,049,975
PartnerRe Ltd.		41,000		4,477,610
Travelers Cos. Inc./The		96,000		9,030,720
US Bancorp		148,000		6,411,360
Wells Fargo & Co.		133,000		6,990,480

				44,152,670
Health Care - 9.2%
Amgen Inc.		22,000		2,604,140
Baxter International Inc.		54,000		3,904,200
Johnson & Johnson		81,000		8,474,220
Medtronic Inc.		98,000		6,248,480
Merck & Co. Inc.		102,000		5,900,700
Novartis AG, ADR		30,000		2,715,900
Pfizer Inc.		263,000		7,805,840

				37,653,480
Industrials - 6.3%
3M Co.		25,000		3,581,000
Boeing Co./The		30,500		3,880,515
Deere & Co.		28,000		2,535,400
United Parcel Service Inc., Class B		62,000		6,364,920
United Technologies Corp.		58,000		6,696,100
Waste Management Inc.		58,000		2,594,340

				25,652,275
Information Technology - 8.4%
Accenture PLC, Class A		61,500		4,971,660
Automatic Data Processing Inc.		47,000		3,726,160
Intel Corp.		99,000		3,059,100
Linear Technology Corp.		68,500		3,224,295
Microchip Technology Inc.		63,500		3,099,435
Microsoft Corp.		174,000		7,255,800
Oracle Corp.		67,000		2,715,510
QUALCOMM Inc.		81,000		6,415,200

				34,467,160

Materials - 0.6%
Praxair Inc.		20,000		2,656,800


Telecommunication Service - 1.2%
Verizon Communications Inc.		98,000		4,795,140

Total Common Stocks (Cost $154,795,081)				230,231,027

		Par Value

ASSET BACKED SECURITIES - 0.9%
ABSC Long Beach Home Equity Loan Trust, Series 2000-LB1, Class AF5 (A) (B), 8.55%, 9/21/30	$	599,648		606,511
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		400,000		399,793
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		500,000		501,117
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		200,000		200,438
Mercedes-Benz Auto Lease Trust, Series 2014-A, Class A4, 0.9%, 12/16/19		725,000		726,773
Santander Drive Auto Receivables Trust, Series 2013-3 Class B, 1.19%, 5/15/16		250,000		250,822
Santander Drive Auto Receivables Trust, Series 2012-6, Class B, 1.33%, 5/15/17		500,000		502,656
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		250,000		250,450
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (C) (D), 0.82%, 4/16/18		250,000		250,215

Total Asset Backed Securities (Cost $3,694,801)				3,688,775

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Diversified Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - 16.8%

Consumer Discretionary - 2.3%
AARP, Inc. (C) (D), 7.5%, 5/1/31	$	2,000,000	$	2,725,752
DR Horton Inc., 5.25%, 2/15/15		515,000		527,051
ERAC USA Finance LLC (C) (D), 6.7%, 6/1/34		1,850,000		2,315,497
First Data Corp. (C) (D), 7.375%, 6/15/19		450,000		483,187
GLP Capital L.P./GLP Financing II Inc. (C) (D), 4.875%, 11/1/20		450,000		463,500
Royal Caribbean Cruises Ltd. (E), 7.25%, 6/15/16		1,600,000		1,764,000
Time Warner Inc., 4.75%, 3/29/21		1,000,000		1,108,846

				9,387,833

Consumer Staples - 0.6%
Mondelez International Inc., 6.5%, 11/1/31		2,025,000		2,519,851


Energy - 2.1%
Access Midstream Partners L.P./ACMP Finance Corp., 4.875%, 5/15/23		750,000		790,313
ConocoPhillips, 6.65%, 7/15/18		1,500,000		1,788,456
Denbury Resources Inc., 6.375%, 8/15/21		750,000		804,375
Energy Transfer Partners L.P., 4.15%, 10/1/20		600,000		634,334
Hess Corp., 7.875%, 10/1/29		1,150,000		1,584,681
Plains Exploration & Production Co., 6.75%, 2/1/22		500,000		568,125
Transocean Inc. (E), 6%, 3/15/18		750,000		847,147
Transocean Inc. (E), 7.5%, 4/15/31		1,030,000		1,246,131
Williams Cos. Inc/The, 4.55%, 6/24/24		450,000		454,455

				8,718,017
Financials - 1.5%
American Express Credit Corp., MTN, 2.375%, 3/24/17		450,000		465,215
Goldman Sachs Group Inc./The, 2.625%, 1/31/19		975,000		988,252
HCP Inc., MTN, 6.7%, 1/30/18		1,450,000		1,690,723
Health Care REIT Inc., 4.5%, 1/15/24		725,000		763,909
Huntington National Bank/The, 2.2%, 4/1/19		1,200,000		1,201,588
Icahn Enterprises L.P./Icahn Enterprises Finance Corp., Series WI, 4.875%, 3/15/19		420,000		432,600
Lehman Brothers Holdings Inc.* (F), 5.75%, 1/3/17		1,735,000		174
Simon Property Group L.P., 5.875%, 3/1/17		530,000		591,167

				6,133,628
Health Care - 3.4%
AbbVie Inc., 2%, 11/6/18		1,200,000		1,198,514
Amgen Inc., 5.85%, 6/1/17		3,950,000		4,454,289
Eli Lilly & Co., 6.57%, 1/1/16		1,200,000		1,304,837
Genentech Inc., 5.25%, 7/15/35		740,000		853,490
HCA Inc., 5.875%, 3/15/22		450,000		487,687
Merck Sharp & Dohme Corp., 5.75%, 11/15/36		1,320,000		1,601,831
Quest Diagnostics Inc., 5.45%, 11/1/15		1,500,000		1,589,131
UnitedHealth Group Inc., 2.875%, 3/15/23		1,000,000		980,982
Wyeth LLC, 6.5%, 2/1/34		1,100,000		1,438,907

				13,909,668
Industrials - 2.1%
B/E Aerospace Inc., 5.25%, 4/1/22		750,000		816,563
Boeing Co./The, 8.625%, 11/15/31		350,000		531,604
Boeing Co./The, 6.875%, 10/15/43		620,000		841,912
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		1,365,000		1,714,041
Lockheed Martin Corp., 7.65%, 5/1/16		780,000		879,578
Norfolk Southern Corp., 5.59%, 5/17/25		957,000		1,087,693
Norfolk Southern Corp., 7.05%, 5/1/37		1,050,000		1,435,084
Waste Management Inc., 7.125%, 12/15/17		1,150,000		1,351,340

				8,657,815
Information Technology - 0.9%
Apple Inc., 2.4%, 5/3/23		500,000		472,345
Cisco Systems Inc., 5.5%, 2/22/16		960,000		1,037,509
International Business Machines Corp., 1.875%, 8/1/22		1,600,000		1,472,146
Thomson Reuters Corp. (E), 4.3%, 11/23/23		600,000		628,994

				3,610,994
Materials - 0.5%
Ball Corp., 4%, 11/15/23		250,000		238,125
Rio Tinto Finance USA PLC (E), 2.25%, 12/14/18		400,000		407,744
Westvaco Corp., 8.2%, 1/15/30		1,025,000		1,346,044

				1,991,913
Telecommunication Services - 1.0%
Comcast Cable Communications Holdings Inc., 9.455%, 11/15/22		1,780,000		2,587,225
Verizon Communications Inc., 5.15%, 9/15/23		1,260,000		1,410,057

				3,997,282
Utilities - 2.4%
Indianapolis Power & Light Co. (C) (D), 6.05%, 10/1/36		1,555,000		1,939,583
Interstate Power & Light Co., 6.25%, 7/15/39		1,365,000		1,765,677
Nevada Power Co., Series R, 6.75%, 7/1/37		1,600,000		2,189,216
Sierra Pacific Power Co., Series M, 6%, 5/15/16		474,000		520,064
Southwestern Electric Power Co., Series E, 5.55%, 1/15/17		835,000		923,133
Westar Energy Inc., 6%, 7/1/14		2,400,000		2,400,000

				9,737,673

Total Corporate Notes and Bonds (Cost $63,098,212)				68,664,674

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Diversified Income Fund Portfolio of Investments (unaudited)

		Par Value		Value (Note 2)

COMMERCIAL MORTGAGE-BACKED SECURITY - 0.2%
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A (A), 5.23%, 9/15/42	$	764,199	$	790,246

Total Commercial Mortgage-Backed Securities (Cost $796,485)				790,246
LONG TERM MUNICIPAL BONDS - 0.3%
General - 0.3%
Jacksonville FL Sales Tax Revenue, Series A, 5%, 10/1/29		950,000		1,061,330

Total Long Term Municipal Bonds (Cost $979,730)				1,061,330
MORTGAGE BACKED SECURITIES - 7.5%
Fannie Mae - 5.3%
4%, 4/1/15 Pool # 255719		33,911		35,995
5.5%, 4/1/16 Pool # 745444		95,099		101,000
6%, 5/1/16 Pool # 582558		28,813		29,596
5%, 12/1/17 Pool # 672243		252,614		267,987
4.5%, 9/1/20 Pool # 835465		308,429		327,592
6%, 5/1/21 Pool # 253847		83,262		94,090
3%, 11/1/26 Pool # AB3902		1,374,403		1,429,434
3%, 5/1/27 Pool # AL1715		994,264		1,034,075
7%, 12/1/29 Pool # 762813		40,225		44,434
7%, 11/1/31 Pool # 607515		51,183		58,126
7%, 5/1/32 Pool # 644591		12,532		14,036
5.5%, 10/1/33 Pool # 254904		330,955		372,265
5.5%, 11/1/33 Pool # 555880		927,174		1,042,580
5%, 5/1/34 Pool # 780890		1,246,288		1,387,008
7%, 7/1/34 Pool # 792636		19,615		20,549
5.5%, 8/1/34 Pool # 793647		165,529		186,149
5%, 9/1/35 Pool # 835699		463,493		525,114
5%, 9/1/35 Pool # 820347		480,640		544,656
5%, 10/1/35 Pool # 797669		420,376		472,597
5.5%, 10/1/35 Pool # 836912		68,483		76,618
5%, 12/1/35 Pool # 850561		212,072		235,850
5.5%, 12/1/35 Pool # 844583		735,736		825,677
5.5%, 9/1/36 Pool # 831820		819,928		923,867
6%, 9/1/36 Pool # 831741		616,536		693,764
5.5%, 10/1/36 Pool # 896340		80,550		90,118
5.5%, 10/1/36 Pool # 901723		452,871		506,866
5.5%, 12/1/36 Pool # 903059		691,391		785,355
5.5%, 4/1/40 Pool # AD0926		1,839,991		2,058,557
4%, 1/1/41 Pool # AB2080		1,214,345		1,290,703
4%, 9/1/41 Pool # AJ1406		1,272,645		1,353,227
4%, 10/1/41 Pool # AJ4046		1,095,177		1,165,345
3.5%, 6/1/42 Pool # AO4136		1,146,052		1,181,562
3%, 2/1/43 Pool # AB8486		1,401,570		1,386,221
3%, 2/1/43 Pool # AL3072		1,145,592		1,135,136

				21,696,149

Freddie Mac - 2.2%
3%, 8/1/27 Pool # J19899		1,164,036		1,208,024
8%, 6/1/30 Pool # C01005		24,220		26,949
6.5%, 1/1/32 Pool # C62333		106,585		120,104
5%, 7/1/33 Pool # A11325		801,574		903,408
6%, 10/1/34 Pool # A28439		123,505		138,779
5%, 4/1/35 Pool # A32315		179,664		202,139
5%, 4/1/35 Pool # A32316		191,815		216,447
5%, 4/1/35 Pool # A32314		132,709		147,436
5%, 4/1/35 Pool # A32509		126,620		140,672
5%, 1/1/37 Pool # A56371		447,038		494,714
4%, 10/1/41 Pool # Q04092		1,370,392		1,453,919
3%, 9/1/42 Pool # C04233		1,667,776		1,647,132
3%, 4/1/43 Pool # V80026		1,138,954		1,124,856
3%, 4/1/43 Pool # V80025		1,126,700		1,112,753

				8,937,332
Ginnie Mae - 0.0%
6.5%, 4/20/31 Pool # 3068		58,500		67,315

Total Mortgage Backed Securities (Cost $29,426,957)				30,700,796

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 15.1%
U.S. Treasury Bond - 0.8%
6.625%, 2/15/27		2,270,000		3,219,144

U.S. Treasury Notes - 14.3%
4.250%, 8/15/14		4,965,000		4,990,600
2.375%, 9/30/14		1,400,000		1,407,984
0.500%, 10/15/14		5,000,000		5,006,250
2.500%, 3/31/15		795,000		809,316
2.500%, 4/30/15		3,750,000		3,824,854
4.500%, 2/15/16		5,550,000		5,927,011
3.250%, 12/31/16		2,500,000		2,660,155
3.125%, 1/31/17		2,000,000		2,124,376
0.500%, 7/31/17		4,000,000		3,947,188
2.375%, 7/31/17		2,000,000		2,087,812
4.250%, 11/15/17		10,600,000		11,726,250
2.750%, 2/15/19		1,300,000		1,371,804
3.125%, 5/15/19		2,000,000		2,144,844
3.375%, 11/15/19		1,000,000		1,086,562
2.625%, 11/15/20		7,400,000		7,686,750
1.750%, 5/15/22		1,750,000		1,684,512

				58,486,268

Total U.S. Government and Agency Obligations (Cost $59,840,817)				61,705,412

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Diversified Income Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

SHORT-TERM INVESTMENTS - 2.6%
State Street Institutional U.S. Government
Money Market Fund		10,610,154	$	10,610,154

Total Short-Term Investments (Cost $10,610,154)				10,610,154

TOTAL INVESTMENTS - 99.7% (Cost $323,242,237**)				407,452,414
NET OTHER ASSETS AND LIABILITIES - 0.3%				1,237,479

TOTAL NET ASSETS - 100.0%			$	408,689,893

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $324,071,419.
(A)		Floating rate or variable rate note. Rate shown is as of June 30, 2014.
(B)		Stepped rate security. Rate shown is as of June 30, 2014.
(C)		Security sold within terms of a private placement memorandum exempt from registration under rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional investors.”
(D)		Illiquid security (See Note 2).
(E)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 1.2% of total net assets.
(F)		In default. Issuer is bankrupt.
ADR		American Depositary Receipt
MTN		Medium Term Note
PLC		Public Limited Company
REIT		Real Estate Investment Trust

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Large Cap Value Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 97.3%
Consumer Discretionary - 7.5%
Dana Holding Corp.		387,000	$	9,450,540
Gannett Co. Inc.		340,000		10,645,400
McDonald’s Corp.		97,000		9,771,780
Time Warner Inc.		200,000		14,050,000

				43,917,720
Consumer Staples - 4.4%
CVS Caremark Corp.		168,000		12,662,160
Procter & Gamble Co./The		85,000		6,680,150
Wal-Mart Stores Inc.		82,000		6,155,740

				25,498,050
Energy - 19.6%
Apache Corp.		80,000		8,049,600
Baker Hughes Inc.		259,000		19,282,550
Cameron International Corp.*		245,000		16,588,950
Canadian Natural Resources Ltd.		324,000		14,874,840
Exxon Mobil Corp.		79,500		8,004,060
National Oilwell Varco Inc.		195,000		16,058,250
Occidental Petroleum Corp.		240,000		24,631,200
Schlumberger Ltd.		53,000		6,251,350

				113,740,800
Financials - 25.4%
Capital Markets - 1.7%
Bank of New York Mellon Corp./The		272,000		10,194,560


Commercial Banks - 6.1%
BB&T Corp.		195,000		7,688,850
M&T Bank Corp.		16,000		1,984,800
US Bancorp		225,000		9,747,000
Wells Fargo & Co.		309,000		16,241,040

				35,661,690
Diversified Financial Services - 2.7%
Berkshire Hathaway Inc., Class B*		124,500		15,756,720

Insurance - 12.5%
American International Group Inc.		468,002		25,543,549
Arch Capital Group Ltd.*		93,000		5,341,920
Markel Corp.*		26,500		17,374,460
MetLife Inc.		216,000		12,000,960
Travelers Cos. Inc./The		129,000		12,135,030

				72,395,919
Real Estate Management & Development - 2.4%
Brookfield Asset Management Inc., Class A		311,000		13,690,220

				147,699,109
Health Care - 12.8%
Johnson & Johnson		118,000		12,345,160
Medtronic Inc.		192,000		12,241,920
Merck & Co. Inc.		250,000		14,462,500
Novartis AG, ADR		15,000		1,357,950
Pfizer Inc.		610,000		18,104,800
UnitedHealth Group Inc.		193,000		15,777,750

				74,290,080
Industrials - 13.2%
Boeing Co./The		69,000		8,778,870
Danaher Corp.		133,000		10,471,090
Deere & Co.		127,000		11,499,850
FedEx Corp.		107,000		16,197,660
General Dynamics Corp.		60,000		6,993,000
Rockwell Collins Inc.		161,500		12,619,610
United Technologies Corp.		86,500		9,986,425

				76,546,505
Information Technology - 9.1%
Accenture PLC, Class A		14,000		1,131,760
EMC Corp.		355,000		9,350,700
Microsoft Corp.		339,000		14,136,300
Oracle Corp.		269,000		10,902,570
QUALCOMM Inc.		72,000		5,702,400
Seagate Technology PLC		201,000		11,420,820

				52,644,550
Materials - 4.3%
Albemarle Corp.		127,000		9,080,500
BHP Billiton Ltd., ADR		115,000		7,871,750
Freeport-McMoRan Copper & Gold Inc.		224,000		8,176,000

				25,128,250
Telecommunication Service - 1.0%
Verizon Communications Inc.		118,000		5,773,740

Total Common Stocks (Cost $424,175,358)				565,238,804
SHORT-TERM INVESTMENTS - 3.9%
State Street Institutional U.S. Government Money Market Fund		22,771,738		22,771,738

Total Short-Term Investments (Cost $22,771,738)				22,771,738

TOTAL INVESTMENTS - 101.2% (Cost $446,947,096**)				588,010,542
NET OTHER ASSETS AND LIABILITIES - (1.2%)				(7,056,087	)

TOTAL NET ASSETS - 100.0%			$	580,954,455

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $447,005,902.
ADR		American Depositary Receipt.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Large Cap Growth Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 94.9%
Consumer Discretionary - 21.5%
Amazon.com Inc.*	22,260	$	7,229,603
CBS Corp., Class B	125,175		7,778,374
DIRECTV*	65,465		5,565,180
Discovery Communications Inc., Class C*	89,523		6,498,475
Home Depot Inc./The	110,040		8,908,838
Liberty Global PLC*	92,565		3,916,425
McDonald’s Corp.	81,720		8,232,473
Nordstrom Inc.	78,495		5,332,165
Omnicom Group Inc.	73,220		5,214,728
Priceline Group Inc./The*	6,260		7,530,780
Starbucks Corp.	62,378		4,826,810
TJX Cos. Inc./The	137,180		7,291,117
Walt Disney Co./The	32,840		2,815,702

			81,140,670
Consumer Staples - 6.3%
Costco Wholesale Corp.	65,804		7,577,989
CVS Caremark Corp.	76,457		5,762,564
Nestle S.A., ADR	89,155		6,924,669
PepsiCo Inc.	39,725		3,549,031

			23,814,253
Energy - 5.4%
Apache Corp.	62,315		6,270,135
Occidental Petroleum Corp.	37,025		3,799,876
Schlumberger Ltd.	87,765		10,351,882

			20,421,893
Financials - 3.0%
Brookfield Asset Management Inc., Class A	111,016		4,886,924
T. Rowe Price Group Inc.	76,629		6,468,254

			11,355,178
Health Care - 13.5%
Amgen Inc.	64,135		7,591,660
Baxter International Inc.	81,245		5,874,014
Biogen Idec Inc.*	13,140		4,143,173
Celgene Corp.*	70,130		6,022,764
Cerner Corp.*	86,258		4,449,188
Gilead Sciences Inc.*	83,090		6,888,992
Johnson & Johnson	51,050		5,340,851
UnitedHealth Group Inc.	76,335		6,240,386
Varian Medical Systems Inc.*	51,550		4,285,867

			50,836,895
Industrials - 14.6%
3M Co.	33,137		4,746,544
Boeing Co./The	70,965		9,028,877
Danaher Corp.	78,166		6,154,009
FedEx Corp.	33,155		5,019,004
Rockwell Collins Inc.	82,890		6,477,025
Roper Industries Inc.	28,093		4,101,859
United Parcel Service Inc., Class B	67,000		6,878,220
United Technologies Corp.	68,428		7,900,012
W.W. Grainger Inc.	18,800		4,780,276

			55,085,826
Information Technology - 27.2%
Communications Equipment - 3.7%
QUALCOMM Inc.	175,618		13,908,946


Computers & Peripherals - 4.4%
Apple Inc.	177,003		16,448,889


Internet Software & Services - 5.9%
eBay Inc.*	146,342		7,325,881
Google Inc., Class C*	25,894		14,896,300

			22,222,181
IT Services - 3.7%
Accenture PLC, Class A	114,572		9,262,000
Visa Inc., Class A	22,821		4,808,613

			14,070,613
Semiconductors & Semiconductor
Equipment - 1.4%
Linear Technology Corp.	110,000		5,177,700


Software - 8.1%
Microsoft Corp.	406,745		16,961,266
Oracle Corp.	338,632		13,724,755

			30,686,021

			102,514,350
Materials - 1.8%
Monsanto Co.	55,530		6,926,812

Telecommunication Service - 1.6%
Verizon Communications Inc.	123,485		6,042,121

Total Common Stocks (Cost $242,509,121)			358,137,998

SHORT-TERM INVESTMENTS - 6.0%
State Street Institutional U.S. Government
Money Market Fund	22,551,322		22,551,322

Total Short-Term Investments (Cost $22,551,322)			22,551,322

TOTAL INVESTMENTS - 100.9% (Cost $265,060,443**)			380,689,320
NET OTHER ASSETS AND LIABILITIES - (0.9%)			(3,438,668	)

TOTAL NET ASSETS - 100.0%		$	377,250,652

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $265,823,520.
ADR		American Depositary Receipt.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Mid Cap Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 91.6%
Consumer Discretionary - 21.3%
Advance Auto Parts Inc.		96,235	$	12,984,026
CarMax Inc.*		214,387		11,150,268
Discovery Communications Inc., Class C*		147,860		10,733,158
Liberty Global PLC*		291,809		12,346,439
Omnicom Group Inc.		142,878		10,175,771
Ross Stores Inc.		179,300		11,857,109
Sally Beauty Holdings Inc.*		380,405		9,540,557

				78,787,328
Consumer Staples - 1.0%
Brown-Forman Corp., Class B		40,011		3,767,836


Energy - 6.2%
Cameron International Corp.*		103,820		7,029,652
Ensco PLC, Class A		117,592		6,534,587
World Fuel Services Corp.		192,329		9,468,357

				23,032,596
Financials - 23.7%
Arch Capital Group Ltd.*		168,024		9,651,299
Brookfield Asset Management Inc., Class A		348,978		15,362,012
Brown & Brown Inc.		414,948		12,743,053
Glacier Bancorp Inc.		227,454		6,455,144
M&T Bank Corp.		74,544		9,247,183
Markel Corp.*		31,048		20,356,311
WR Berkley Corp.		295,872		13,701,832

				87,516,834
Health Care - 13.6%
DaVita HealthCare Partners Inc.*		148,920		10,769,894
DENTSPLY International Inc.		252,177		11,940,581
Laboratory Corp. of America Holdings*		102,445		10,490,368
Perrigo Co. PLC		66,086		9,632,695
Techne Corp.		77,803		7,202,224

				50,035,762
Industrials - 18.2%
Copart Inc.*		369,626		13,291,751
Expeditors International of Washington Inc.		217,055		9,585,149
Fastenal Co.		160,440		7,940,176
Jacobs Engineering Group Inc.*		152,509		8,125,679
TransDigm Group Inc.		55,521		9,286,442
Wabtec Corp.		102,276		8,446,975
Wesco Aircraft Holdings Inc.*		536,031		10,699,179

				67,375,351
Information Technology - 4.0%
Amphenol Corp., Class A		80,922		7,796,026
CDW Corp.		218,471		6,964,855

				14,760,881
Materials - 3.6%
Crown Holdings Inc.*		269,319		13,401,314

Total Common Stocks
(Cost $235,578,150)				338,677,902

SHORT-TERM INVESTMENTS - 8.6%
State Street Institutional U.S. Government
Money Market Fund		31,666,749		31,666,749

Total Short-Term Investments (Cost $31,666,749)				31,666,749

TOTAL INVESTMENTS - 100.2% (Cost $267,244,899**)				370,344,651
NET OTHER ASSETS AND LIABILITIES - (0.2%)				(813,650	)

TOTAL NET ASSETS - 100.0%			$	369,531,001

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $267,462,371.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Small Cap Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)


COMMON STOCKS - 96.3%
Consumer Discretionary - 11.3%
Ascena Retail Group Inc.*	7,220	$	123,462
Cato Corp./The, Class A	4,910		151,719
Choice Hotels International Inc.	470		22,142
Fred’s Inc., Class A	6,400		97,856
Helen of Troy Ltd.*	3,210		194,622
Matthews International Corp., Class A	2,640		109,745
Stage Stores Inc.	4,810		89,899

			789,445
Consumer Staples - 2.2%
Casey’s General Stores Inc.	1,280		89,971
Post Holdings Inc.*	1,300		66,183

			156,154
Energy - 6.5%
Diamondback Energy Inc.*	1,400		124,320
Dorian LPG Ltd.*	1,400		32,186
Era Group Inc.*	2,590		74,281
Scorpio Tankers Inc.	14,000		142,380
SEACOR Holdings Inc.*	990		81,428

			454,595
Financials - 21.2%
AMERISAFE Inc.	1,410		57,345
Campus Crest Communities Inc., REIT	6,000		51,960
DiamondRock Hospitality Co., REIT	5,629		72,164
Education Realty Trust Inc., REIT	6,700		71,958
First Busey Corp.	9,007		52,331
First Midwest Bancorp Inc.	7,030		119,721
First Niagara Financial Group Inc.	6,707		58,619
Flushing Financial Corp.	3,581		73,589
Hancock Holding Co.	2,200		77,704
International Bancshares Corp.	5,350		144,450
MB Financial Inc.	2,830		76,551
Northwest Bancshares Inc.	7,480		101,504
Platinum Underwriters Holdings Ltd.	1,160		75,226
Primerica Inc.	2,700		129,195
Solar Capital Ltd.	3,030		64,478
Summit Hotel Properties Inc., REIT	6,400		67,840
Webster Financial Corp.	4,980		157,069
Westamerica Bancorporation	570		29,800

			1,481,504
Health Care - 12.2%
Allscripts Healthcare Solutions Inc.*	4,700		75,435
Amsurg Corp.*	1,590		72,456
Charles River Laboratories International Inc.*	2,800		149,856
Corvel Corp.*	1,060		47,891
Haemonetics Corp.*	2,150		75,852
ICON PLC*	1,930		90,922
ICU Medical Inc.*	1,970		119,796
MedAssets Inc.*	2,700		61,668
Phibro Animal Health Corp., Class A*	3,200		70,240
STERIS Corp.	1,700		90,916

			855,032
Industrials - 18.7%
ACCO Brands Corp.*	11,540		73,971
Albany International Corp., Class A	3,850		146,146
Atlas Air Worldwide Holdings Inc.*	800		29,480
Cubic Corp.	2,500		111,275
ESCO Technologies Inc.	2,490		86,254
FTI Consulting Inc.*	1,900		71,858
G&K Services Inc., Class A	2,500		130,175
GATX Corp.	2,270		151,954
Luxfer Holdings PLC, ADR	2,600		49,270
Mueller Industries Inc.	5,300		155,873
SP Plus Corp.*	4,690		100,319
United Stationers Inc.	3,600		149,292
UTi Worldwide Inc.	5,400		55,836

			1,311,703
Information Technology - 13.4%
Belden Inc.	3,770		294,663
Coherent Inc.*	1,070		70,802
Diebold Inc.	3,170		127,339
Forrester Research Inc.	3,000		113,640
MAXIMUS Inc.	1,260		54,205
Micrel Inc.	5,800		65,424
MTS Systems Corp.	730		49,465
ScanSource Inc.*	2,300		87,584
Verint Systems Inc.*	900		44,145
Zebra Technologies Corp., Class A*	400		32,928

			940,195
Materials - 7.2%
Deltic Timber Corp.	1,470		88,817
Greif Inc., Class A	1,300		70,928
Innospec Inc.	1,800		77,706
Koppers Holdings Inc.	2,100		80,325
Sensient Technologies Corp.	1,700		94,724
Zep Inc.	5,240		92,539

			505,039
Utilities - 3.6%
Laclede Group Inc./The	1,400		67,970
New Jersey Resources Corp.	970		55,445
UNS Energy Corp.	1,240		74,908
WGL Holdings Inc.	1,260		54,306

			252,629

Total Common Stocks (Cost $3,825,296)			6,746,296

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Small Cap Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

SHORT-TERM INVESTMENTS - 3.7%
State Street Institutional U.S. Government
Money Market Fund	257,832	$	257,832

Total Short-Term Investments (Cost $257,832)			257,832

TOTAL INVESTMENTS - 100.0% (Cost $4,083,128**)			7,004,128
NET OTHER ASSETS AND LIABILITIES - 0.0%			(685	)

TOTAL NET ASSETS - 100.0%		$	7,003,443

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $4,122,126.
ADR		American Depositary Receipt
PLC		Public Limited Company.
REIT		Real Estate Investment Trust.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

International Stock Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

COMMON STOCKS - 97.2%
Australia - 2.5%
BHP Billiton Ltd.	60,255	$	2,039,746

Brazil - 4.0%
Estacio Participacoes S.A.	111,200		1,472,098
Petroleo Brasileiro S.A., ADR	129,405		1,893,195

			3,365,293
France - 16.6%
AXA S.A.	61,045		1,459,045
LVMH Moet Hennessy Louis Vuitton S.A.	10,795		2,081,249
Sanofi	23,344		2,479,840
Schneider Electric SE	29,805		2,805,825
Technip S.A.	22,420		2,452,600
Total S.A.	36,523		2,639,578

			13,918,137
Germany - 4.7%
Allianz SE	9,404		1,567,119
SAP AG	30,150		2,328,440

			3,895,559
Ireland - 1.7%
CRH PLC	56,154		1,442,490

Israel - 2.0%
Teva Pharmaceutical Industries Ltd., ADR	31,710		1,662,238

Japan - 11.0%
Canon Inc.	52,425		1,705,669
Makita Corp.	30,540		1,887,176
Mitsubishi UFJ Financial Group Inc.	319,620		1,959,272
Secom Co. Ltd.	29,643		1,811,265
Seven & I Holdings Co. Ltd.	43,640		1,838,562

			9,201,944
Netherlands – 5.0%
Akzo Nobel N.V.	19,480		1,460,400
Royal Dutch Shell PLC, Class A	65,543		2,712,838

			4,173,238
Singapore - 2.0%
DBS Group Holdings Ltd.	121,900		1,637,521

South Korea - 2.4%
Samsung Electronics Co. Ltd., GDR	1,598		1,032,308
Samsung Electronics Co. Ltd.	757		989,083

			2,021,391
Sweden - 1.8%
Telefonaktiebolaget LM Ericsson, Class B	126,669		1,530,861

Switzerland - 18.6%
ABB Ltd. *	62,745		1,444,805
Credit Suisse Group AG *	58,870		1,683,517
Givaudan S.A. *	1,050		1,751,184
Nestle S.A.	30,750		2,382,189
Novartis AG	38,588		3,494,155
Roche Holding AG	7,950		2,371,194
Syngenta AG	6,561		2,443,728

			15,570,772
United Kingdom - 24.9%
Compass Group PLC	115,092		2,003,169
Diageo PLC	104,920		3,350,591
GlaxoSmithKline PLC	89,880		2,405,754
HSBC Holdings PLC	156,182		1,584,761
Imperial Tobacco Group PLC	48,269		2,172,579
Reed Elsevier PLC	99,300		1,597,455
Standard Chartered PLC	77,105		1,575,572
Tesco PLC	418,216		2,034,118
Unilever PLC	36,336		1,648,536
WPP PLC	114,740		2,501,703

			20,874,238

Total Common Stocks (Cost $72,803,402)			81,333,428
SHORT-TERM INVESTMENTS - 2.4%
State Street Institutional U.S. Government Money Market Fund	2,035,493		2,035,493

Total Short-Term Investments (Cost $2,035,493)			2,035,493

TOTAL INVESTMENTS - 99.6% (Cost $74,838,895**)			83,368,921
NET OTHER ASSETS AND LIABILITIES - 0.4%			366,926

TOTAL NET ASSETS - 100.0%		$	83,735,847


*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $74,987,733.
ADR		American Depositary Receipt.
GDR		Global Depositary Receipt.
PLC		Public Limited Company.


OTHER INFORMATION:
Sector Concentration	% of Net Assets

Consumer Discretionary	16.6	%
Consumer Staples	13.2	%
Energy	6.5	%
Financials	21.9	%
Health Care	13.3	%
Industrials	12.2	%
Information Technology	3.7	%
Materials	5.1	%
Telecommunication Services	3.0	%
Utilities	1.6	%
Short-Term Investments & Net Other Assets & Liabilities	2.9	%

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Madison Target Retirement 2020 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 99.5%

Bond Funds - 60.1%
Baird Aggregate Bond Fund Institutional Shares	416,031	$	4,472,333
Franklin Floating Rate Daily Access Fund
Advisor Class	971,502		8,928,101
iShares 3-7 Year Treasury Bond ETF	73,295		8,927,331
iShares 7-10 Year Treasury Bond ETF	57,441		5,949,739
iShares TIPS Bond Fund ETF	32,247		3,720,014
Metropolitan West Total Return Bond Fund Class I	412,191		4,468,153
Vanguard Intermediate-Term Corporate Bond ETF	17,187		1,487,707
Vanguard Short-Term Corporate Bond ETF	37,033		2,976,342
Vanguard Total Bond Market ETF	47,072		3,870,260

			44,799,980
Foreign Stock Funds - 6.3%
iShares MSCI United Kingdom ETF	53,471		1,116,475
Vanguard FTSE All-World ex-US ETF	56,962		2,978,543
Vanguard FTSE Europe ETF	6,194		371,330
WisdomTree Japan Hedged Equity Fund ETF	4,481		221,182

			4,687,530
Money Market Funds - 0.7%
State Street Institutional U.S. Government
Money Market Fund	529,030		529,030

Stock Funds - 32.4%
iShares Core S&P Mid-Cap ETF	20,835		2,981,072
PowerShares Buyback Achievers Portfolio ETF	66,358		2,976,156
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	269,037		4,089,363
SPDR S&P 500 ETF Trust	68,318		13,371,199
Vanguard Information Technology ETF	7,682		743,540

			24,161,330

TOTAL INVESTMENTS - 99.5% (Cost $68,419,937**)			74,177,870
NET OTHER ASSETS AND LIABILITIES - 0.5%			408,563

TOTAL NET ASSETS - 100.0%		$	74,586,433

**		Aggregate cost for Federal tax purposes was $68,949,613.
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Madison Target Retirement 2030 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 100.2%

Bond Funds - 39.4%
Baird Aggregate Bond Fund Institutional Shares	367,435	$	3,949,926
Franklin Floating Rate Daily Access Fund
Advisor Class	858,023		7,885,227
iShares 3-7 Year Treasury Bond ETF	32,367		3,942,301
iShares 7-10 Year Treasury Bond ETF	76,097		7,882,127
iShares TIPS Bond Fund ETF	42,721		4,928,295
Metropolitan West Total Return Bond Fund
Class I	364,044		3,946,236
Vanguard Short-Term Corporate Bond ETF	36,796		2,957,295
Vanguard Total Bond Market ETF	43,173		3,549,684

			39,041,091
Foreign Stock Funds - 10.8%
iShares Global Energy ETF	20,324		986,120
iShares MSCI EAFE ETF	17,311		1,183,553
iShares MSCI United Kingdom ETF	94,502		1,973,202
SPDR S&P China ETF	5,237		394,084
Vanguard FTSE All-World ex-US ETF	84,895		4,439,160
Vanguard FTSE Europe ETF	16,448		986,058
WisdomTree Europe Hedged Equity Fund ETF	3,360		196,325
WisdomTree Japan Hedged Equity Fund ETF	11,978		591,234

			10,749,736
Money Market Funds - 1.9%
State Street Institutional U.S. Government Money Market Fund	1,843,073		1,843,073

Stock Funds - 48.1%
iShares Core S&P Mid-Cap ETF	41,402		5,923,798
iShares S&P Mid-Cap 400 Value ETF	7,775		986,803
PowerShares Buyback Achievers Portfolio ETF	87,848		3,939,983
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	583,228		8,865,068
SPDR S&P 500 ETF Trust	135,760		26,570,947
Vanguard Information Technology ETF	15,245		1,475,564

			47,762,163

TOTAL INVESTMENTS - 100.2% (Cost $87,603,885**)			99,396,063
NET OTHER ASSETS AND LIABILITIES - (0.2%)			(168,404	)

TOTAL NET ASSETS - 100.0%		$	99,227,659

**		Aggregate cost for Federal tax purposes was $88,257,281.
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Madison Target Retirement 2040 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 99.9%

Bond Funds - 29.1%
Baird Aggregate Bond Fund Institutional Shares	134,913	$	1,450,320
Franklin Floating Rate Daily Access Fund Advisor Class	472,568		4,342,900
iShares 3-7 Year Treasury Bond ETF	17,827		2,171,329
iShares 7-10 Year Treasury Bond ETF	55,882		5,788,258
iShares TIPS Bond Fund ETF	25,098		2,895,305
Metropolitan West Total Return Bond Fund Class I	133,668		1,448,964
Vanguard Short-Term Corporate Bond ETF	18,014		1,447,785
Vanguard Total Bond Market ETF	19,375		1,593,012

			21,137,873
Foreign Stock Funds - 13.4%
iShares Global Energy ETF	22,387		1,086,217
iShares MSCI EAFE ETF	16,950		1,158,872
iShares MSCI United Kingdom ETF	86,725		1,810,818
SPDR S&P China ETF	4,810		361,953
Vanguard FTSE All-World ex-U.S. ETF	62,343		3,259,915
Vanguard FTSE Europe ETF	18,111		1,085,754
WisdomTree Europe Hedged Equity Fund ETF	4,951		289,287
WisdomTree Japan Hedged Equity Fund ETF	13,194		651,256

			9,704,072
Money Market Funds - 1.3%
State Street Institutional U.S. Government Money Market Fund	954,890		954,890

Stock Funds - 56.1%
iShares Core S&P Mid-Cap ETF	35,471		5,075,191
iShares S&P 100 ETF	8,343		721,920
iShares S&P Mid-Cap 400 Value ETF	8,565		1,087,070
Market Vectors Agribusiness ETF	5,259		289,298
PowerShares Buyback Achievers Portfolio ETF	72,575		3,254,989
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	475,909		7,233,809
SPDR S&P 500 ETF Trust	103,388		20,235,099
Vanguard Dividend Appreciation ETF	9,280		723,376
Vanguard Information Technology ETF	14,927		1,444,784
Vanguard Value ETF	8,924		722,398

			40,787,934

TOTAL INVESTMENTS - 99.9% (Cost $62,083,458**)			72,584,769
NET OTHER ASSETS AND LIABILITIES - 0.1%			105,317

TOTAL NET ASSETS - 100.0%		$	72,690,086

**		Aggregate cost for Federal tax purposes was $62,644,393.
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Madison Target Retirement 2050 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 100.1%

Bond Funds - 18.7%
Franklin Floating Rate Daily Access Fund
Advisor Class	98,079	$	901,350
iShares 3-7 Year Treasury Bond ETF	3,700		450,660
iShares 7-10 Year Treasury Bond ETF	17,397		1,801,981
iShares TIPS Bond Fund ETF	5,860		676,010
Vanguard Total Bond Market ETF	4,935		405,756

			4,235,757
Foreign Stock Funds - 15.8%
iShares Global Energy ETF	9,293		450,896
iShares MSCI EAFE ETF	6,594		450,832
iShares MSCI United Kingdom ETF	32,407		676,658
SPDR S&P China ETF	1,791		134,773
Vanguard FTSE All-World ex-U.S. ETF	19,409		1,014,896
Vanguard FTSE Europe ETF	7,523		451,004
WisdomTree Europe Hedged Equity Fund ETF	2,310		134,973
WisdomTree Japan Hedged Equity Fund ETF	5,474		270,197

			3,584,229
Money Market Funds - 1.6%
State Street Institutional U.S. Government Money Market Fund	360,303		360,303

Stock Funds - 64.0%
iShares Core S&P Mid-Cap ETF	12,620		1,805,670
iShares S&P 100 ETF	7,792		674,242
iShares S&P Mid-Cap 400 Value ETF	3,558		451,581
Market Vectors Agribusiness ETF	3,275		180,158
PowerShares Buyback Achievers Portfolio ETF	25,104		1,125,914
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	162,967		2,477,095
SPDR S&P 500 ETF Trust	33,336		6,524,522
Vanguard Dividend Appreciation ETF	2,889		225,198
Vanguard Information Technology ETF	5,812		562,543
Vanguard Value ETF	5,556		449,758

			14,476,681

TOTAL INVESTMENTS - 100.1% (Cost $19,774,512**)			22,656,970
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(29,943	)

TOTAL NET ASSETS - 100.0%		$	22,627,027

**		Aggregate cost for Federal tax purposes was $19,880,016.
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Assets and Liabilities as of June 30, 2014 (unaudited)

		Conservative		Moderate		Aggressive		Money
		Allocation		Allocation		Allocation		Market
		Fund		Fund		Fund		Fund


Assets:
Investments in securities, at cost
Unaffiliated issuers	$	98,251,338	$	162,780,244	$	65,262,129	$	27,445,331
Affiliated issuers¹		96,292,309		161,416,047		54,148,740		–

Net unrealized appreciation
Unaffiliated issuers		5,063,107		10,494,163		5,825,475		–
Affiliated issuers¹		14,398,131		50,545,426		22,199,181		–

Total investments at value		214,004,885		385,235,880		147,435,525		27,445,331
Cash		17,819		–		48,681		–
Receivables:
Investments sold		525,000		7,801,436		1,428,938		–
Fund shares sold.		305,339		168,201		109,835		2,415
Dividends and interest		219,486		248,512		36,646		124,425
Due from Adviser		–		–		–		9,457

Total assets		215,072,529		393,454,029		149,059,625		27,581,628


Liabilities:
Bank overdrafts		–		2,350,248		–		–
Payables:
Investments purchased		525,000		–		2,860,459		–
Fund shares repurchased		41,187		108,125		3,610		4,664
Management fees		52,738		95,822		35,784		10,909
Service agreement fees		9,064		15,925		5,883		1,752
Distribution fees – Class II		8,040		7,225		372		370

Total liabilities		636,029		2,577,345		2,906,108		17,695

Net assets applicable to outstanding capital stock	$	214,436,500	$	390,876,684	$	146,153,517	$	27,563,933

Net assets consist of:
Paid-in capital	$	188,292,628	$	327,087,372	$	110,607,230	$	27,564,449

Accumulated undistributed net investment income		1,529,182		1,883,094		476,460		–
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		5,153,452		866,629		7,045,171		(516	)
Net unrealized appreciation of investments (including appreciation of foreign currency related transactions)		19,461,238		61,039,589		28,024,656		–

Net Assets	$	214,436,500	$	390,876,684	$	146,153,517	$	27,563,933

Class I Shares:
Net Assets	$	175,335,475	$	355,558,266	$	144,282,603	$	25,748,690
Shares of beneficial interest outstanding		15,720,996		29,570,460		11,759,706		25,749,181
Net Asset Value and redemption price per share		$11.15		$12.02		$12.27		$1.00


Class II Shares:
Net Assets	$	39,101,025	$	35,318,418	$	1,870,914	$	1,815,243
Shares of beneficial interest outstanding		3,515,373		2,947,074		153,126		1,815,267
Net Asset Value and redemption price per share		$11.12		$11.98		$12.22		$1.00


1 See Note 10 for information on affiliated issuers.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Assets and Liabilities as of June 30, 2014 (unaudited)

	Core			High
	Bond			Income			Diversified		Large Cap
	Fund			Fund			Income Fund		Value Fund

Assets:
Investments in securities, at cost Unaffiliated issuers	$	285,866,317		$	47,322,539		$	323,242,237	$	446,947,096
Net unrealized appreciation Unaffiliated issuers		14,825,379			1,914,054			84,210,177		141,063,446

Total investments at value		300,691,696			49,236,593			407,452,414		588,010,542
Cash		–			–			–		42,296
Foreign currency (cost of $10,358)(Note 2)		–			–			–		–
Receivables
Investments sold		–			434,268			4,221,953		–
Fund shares sold		107,599			6,172			11,710		29,223
Dividends and interest		2,209,869			716,867			1,736,572		674,127
Other assets		–			2,216			–		–

Total assets		303,009,164			50,396,116			413,422,649		588,756,188

Liabilities:
Payables:
Investments purchased		–			1,657,917			4,278,721		6,760,197
Fund shares repurchased		202,150			6,390			193,353		732,475
Management fees		136,440			30,160			234,775		285,358
Service agreement fees		13,955			2,331			16,562		22,267
Distribution fees – Class II		9,947			1,470			9,345		1,436

Total liabilities		362,492			1,698,268			4,732,756		7,801,733

Net assets applicable to outstanding capital stock	$	302,646,672		$	48,697,848		$	408,689,893	$	580,954,455

Net assets consist of:
Paid-in capital	$	289,774,878		$	51,986,053		$	308,860,215	$	392,332,079
Accumulated undistributed net investment income		4,385,692			1,281,286			4,589,712		3,654,292
Accumulated net realized gain (loss) on investments sold and foreign currency relate transactions		(6,339,277	)		(6,483,545	)		11,029,789		43,903,559
Net unrealized appreciation of investments (including appreciation of foreign currency related transactions)		14,825,379			1,914,054			84,210,177		141,064,525

Net Assets	$	302,646,672		$	48,697,848		$	408,689,893	$	580,954,455

Class I Shares:
Net Assets	$	254,016,937		$	41,530,235		$	362,945,006	$	573,980,813
Shares of beneficial interest outstanding		24,594,476			4,303,872			16,696,765		15,243,684
Net Asset Value and redemption price per share		$10.33			$9.65			$21.74		$37.65

Class II Shares:
Net Assets	$	48,629,735		$	7,167,613		$	45,744,887	$	6,973,642
Shares of beneficial interest outstanding		4,717,650			742,264			2,110,681		186,035
Net Asset Value and redemption price per share		$10.31			$9.66			$21.67		$37.49

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Assets and Liabilities as of June 30, 2014 (unaudited)

										Madison		Madison		Madison		Madison
Large Cap							International			Target		Target		Target		Target
Growth		Mid Cap		Small Cap			Stock			Retirement		Retirement		Retirement		Retirement
Fund		Fund		Fund			Fund			2020 Fund		2030 Fund		2040 Fund		2050 Fund

$	265,060,443	$	267,244,899	$	4,083,128		$	74,838,895		$	68,419,937	$	87,603,885	$	62,083,458	$	19,774,512

	115,628,877		103,099,752		2,921,000			8,530,026			5,757,933		11,792,178		10,501,311		2,882,458

	380,689,320		370,344,651		7,004,128			83,368,921			74,177,870		99,396,063		72,584,769		22,656,970
	15,098		47,461		–			–			–		–		4,018		2,484
	–		–		–			10,288			–		–		–		–

	2,204,844		–		–			–			1,694,362		717,562		624,357		692,895
	25,020		9,147		814			6,506			62,946		431,236		123,522		53,993
	150,312		161,466		7,042			489,994			148,750		290,089		236,939		80,798
	–		–		–			–			–		–		–		–

	383,084,594		370,562,725		7,011,984			83,875,709			76,083,928		100,834,950		73,573,605		23,487,140


	5,266,042		–		–			20			1,479,295		1,575,313		859,823		830,645
	298,128		741,076		1,389			52,273			85		7,953		5,958		24,033
	247,907		272,136		6,401			79,971			15,096		20,021		14,782		4,529
	15,036		15,370		407			3,644			3,019		4,004		2,956		906
	6,829		3,142		344			3,954			–		–		–		–

	5,833,942		1,031,724		8,541			139,862			1,497,495		1,607,291		883,519		860,113

$	377,250,652	$	369,531,001	$	7,003,443		$	83,735,847		$	74,586,433	$	99,227,659	$	72,690,086	$	22,627,027


$	239,954,960	$	246,699,366	$	4,107,130		$	77,789,789		$	66,302,559	$	83,973,642	$	59,665,251	$	19,241,070
	1,126,017		752,584		35,712			1,225,904			756,387		909,355		657,703		190,971

	20,540,798		18,979,299		(60,399	)		(3,826,461	)		1,769,554		2,552,484		1,865,821		312,528
	115,628,877		103,099,752		2,921,000			8,546,615			5,757,933		11,792,178		10,501,311		2,882,458

$	377,250,652	$	369,531,001	$	7,003,443		$	83,735,847		$	74,586,433	$	99,227,659	$	72,690,086	$	22,627,027


$	344,108,025	$	354,156,952	$	5,335,838		$	64,708,977		$	74,586,433	$	99,227,659	$	72,690,086	$	22,627,027
	11,495,578		15,897,336		582,879			4,799,921			8,161,345		10,609,949		7,969,689		1,681,559
	$29.93		$22.28		$9.15			$13.48			$9.14		$9.35		$9.12		$13.46


$	33,142,627	$	15,374,049	$	1,667,605		$	19,026,870
	1,113,408		694,564		183,462			1,414,846
	$29.77		$22.13		$9.09			$13.45

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Operations for the Period Ended June 30, 2014 (unaudited)

	Conservative			Moderate			Aggressive			Money
	Allocation			Allocation			Allocation			Market
	Fund			Fund			Fund			Fund

Investment Income:
Interest	$	–		$	–		$	–		$	16,958
Dividends
Unaffiliated issuers		1,188,449			1,845,479			635,432			–
Affiliated issuers¹		725,215			689,338			68,729			–
Less: Foreign taxes withheld		–			–			–			–

Total investment income		1,913,664			2,534,817			704,161			16,958

Expenses:
Management fees		320,142			581,900			215,511			80,350
Audit and trustee fees		15,426			26,483			9,801			3,132
Distribution fees – Class II		48,635			43,041			2,261			2,159
Other expenses		279			299			128			–

Total expenses before reimbursement/waiver		384,482			651,723			227,701			85,641

Less reimbursement/waiver²		–			–			–			(68,683	)

Total expenses net of reimbursement/waiver		384,482			651,723			227,701			16,958

Net Investment Income		1,529,182			1,883,094			476,460			–
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments (including net realized gain (loss) on foreign currency related transactions)
Unaffiliated issuers		2,306,229			11,715,598			4,717,927			(117	)
Affiliated issuers¹		4,919,586			8,582,684			4,439,792			–
Net change in unrealized appreciation (depreciation)on investments (including net unrealized appreciation (depreciation) on foreign currency related transactions)
Unaffiliated issuers		1,073,953			(4,892,573	)		(1,532,097	)		–
Affiliated issuers¹		(853,652	)		782,575			(686,376	)		–

Net Realized and Unrealized Gain (Loss) on Investments		7,446,116			16,188,284			6,939,246			(117	)

Net Increase (Decrease) in Net Assets From Operations	$	8,975,298		$	18,071,378		$	7,415,706		$	(117	)

¹		See Note 10 for information on affiliated issuers.
²		Waiver includes management fees of $66,524, and distribution fees of $2,159, for the Money Market Fund.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Operations for the Period Ended June 30, 2014 (unaudited)

Core		High		Diversified			Large Cap			Large Cap			Mid			Small			International
Bond		Income		Income			Value			Growth			Cap			Cap			Stock
Fund		Fund		Fund			Fund			Fund			Fund			Fund			Fund

$	5,347,199	$	1,480,117	$	2,900,758		$	–		$	–		$	–		$	–		$	–

	–		–		3,247,292			5,533,673			2,769,297			2,486,291			79,313			1,928,168
	–		–		–			–			–			–			–			–
	–		–		(54,547	)		(137,766	)		(80,877	)		(19,664	)		–			(187,038	)

	5,347,199		1,480,117		6,093,503			5,395,907			2,688,420			2,466,627			79,313			1,741,130


	840,427		185,942		1,421,731			1,696,917			1,496,943			1,669,563			40,708			483,753
	24,765		4,193		27,502			36,191			24,676			25,644			775			6,282
	59,261		8,696		54,553			8,507			40,784			18,836			2,118			23,442
	–		–		5			–			–			–			–			1,771

	924,453		198,831		1,503,791			1,741,615			1,562,403			1,714,043			43,601			515,248

	–		–		–			–			–			–			–			–

	924,453		198,831		1,503,791			1,741,615			1,562,403			1,714,043			43,601			515,248

	4,422,746		1,281,286		4,589,712			3,654,292			1,126,017			752,584			35,712			1,225,882

	2,600,651		810,998		18,299,522			73,034,690			22,122,394			34,404,727			594,855			22,592,663
	–		–		–			–			–			–			–			–

	4,114,743		267,923		(4,003,593	)		(30,988,605	)		(5,093,273	)		(23,672,611	)		(519,319	)		(19,696,815	)
	–		–		–			–			–			–			–			–

	6,715,394		1,078,921		14,295,929			42,046,085			17,029,121			10,732,116			75,536			2,895,848

$	11,138,140	$	2,360,207	$	18,885,641		$	45,700,377		$	18,155,138		$	11,484,700		$	111,248		$	4,121,730

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Operations for the Period Ended June 30, 2014 (unaudited)

	Madison		Madison		Madison		Madison
	Target		Target		Target		Target
	Retirement		Retirement		Retirement		Retirement
	2020 Fund		2030 Fund		2040 Fund		2050 Fund

Investment Income:
Dividends
Unaffiliated issuers	$	863,329	$	1,049,012	$	761,741	$	220,732

Total investment income		863,329		1,049,012		761,741		220,732


Expenses:
Management fees		88,975		116,359		86,698		24,801
Service agreement fees		17,795		23,272		17,340		4,960
Other expenses		172		26		–		–

Total expenses		106,942		139,657		104,038		29,761

Net Investment Income		756,387		909,355		657,703		190,971

Net Realized and Unrealized Gain on Investments
Net realized gain on investments (including net realized gain on foreign currency related transactions)
Unaffiliated issuers		2,429,634		3,297,246		2,536,618		425,200
Net change in unrealized appreciationon investments (including net unrealized appreciation on foreign currency related transactions)
Unaffiliated issuers		11,345		526,787		465,716		507,169

Net Realized and Unrealized Gain on Investments		2,440,979		3,824,033		3,002,334		932,369

Net Increase in Net Assets from Operations	$	3,197,366	$	4,733,388	$	3,660,037	$	1,123,340

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Changes in Net Assets

	Conservative Allocation Fund						Moderate Allocation Fund

	(unaudited)						(unaudited)
	Six Months						Six Months
	Ended			Year Ended			Ended			Year Ended
	6/30/14			12/31/13			6/30/14			12/31/13

Net Assets at beginning of period	$	221,495,834		$	238,216,607		$	405,919,208		$	393,058,473
Increase in net assets from operations:
Net investment income		1,529,182			5,246,433			1,883,094			6,998,346
Net realized gain		7,225,815			7,909,747			20,298,282			24,989,395
Net change in unrealized appreciation (depreciation)		220,301			3,650,848			(4,109,998	)		26,178,989

Net increase in net assets from operations		8,975,298			16,807,028			18,071,378			58,166,730
Distributions to shareholders from:
Net investment income
Class I		(118,861	)		(4,298,542	)		(163,666	)		(6,612,939	)
Class II		–			(857,521	)		–			(539,130	)
Net realized gains		–			(4,535,392	)		–			–
Class I		–			(1,011,220	)		–			–

Class II		(118,861	)		(10,702,675	)		(163,666	)		(7,152,069	)

Total distributions
Capital Stock transactions:
Class I Shares
Shares sold		11,991,736			32,461,650			24,661,814			62,076,217
Issued to shareholders in reinvestment of distributions		118,861			8,833,950			163,666			6,612,941
Shares redeemed		(25,458,386	)		(60,422,702	)		(56,540,939	)		(102,805,402	)

Net decrease in net assets from capital stock transactions		(13,347,789	)		(19,127,102	)		(31,715,459	)		(34,116,244	)

Class II Shares
Shares sold		350,724			2,216,880			350,343			1,773,730
Issued to shareholders in reinvestment of distributions		–			1,868,741			–			539,130
Shares redeemed		(2,918,706	)		(7,783,645	)		(1,585,120	)		(6,350,542	)

Net decrease in net assets from capital stock transactions		(2,567,982	)		(3,698,024	)		(1,234,777	)		(4,037,682	)

Total decrease from capital stock transactions		(15,915,771	)		(22,825,126	)		(32,950,236	)		(38,153,926	)

Total increase (decrease) in net assets		(7,059,334	)		(16,720,773	)		(15,042,524	)		12,860,735

Net Assets at end of period	$	214,436,500		$	221,495,834		$	390,876,684		$	405,919,208

Undistributed net investment income included in net assets	$	1,529,182		$	118,861		$	1,883,094		$	163,666
Capital Share transactions:
Class I Shares
Shares sold		1,103,116			3,012,062			2,122,378			5,699,276
Issued to shareholders in reinvestment of distributions		10,682			825,610			13,622			576,115
Shares redeemed		(2,348,216	)		(5,587,565	)		(4,882,066	)		(9,434,643	)

Net decrease from capital shares outstanding		(1,234,418	)		(1,749,893	)		(2,746,066	)		(3,159,252	)

Class II Shares
Shares sold		32,595			206,264			30,198			163,298
Issued to shareholders in reinvestment of distributions		–			175,025			–			47,088
Shares redeemed		(269,964	)		(720,986	)		(136,927	)		(586,492	)

Net decrease from capital shares outstanding		(237,369	)		(339,697	)		(106,729	)		(376,106	)

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Changes in Net Assets

	Aggressive Allocation Fund						Money Market Fund

	(unaudited)						(unaudited)
	Six Months						Six Months
	Ended			Year Ended			Ended			Year Ended
	6/30/14			12/31/13			6/30/14			12/31/13

Net Assets at beginning of period	$	151,424,905		$	144,675,419		$	38,651,351		$	50,323,677
Increase in net assets from operations:
Net investment income		476,460			1,629,913			–			–
Net realized gain (loss)		9,157,719			14,971,686			(117	)		(399	)
Net change in unrealized appreciation (depreciation)		(2,218,473	)		13,502,680			–			–

Net increase (decrease) in net assets from operations		7,415,706			30,104,279			(117	)		(399	)
Distributions to shareholders from:
Net investment income
Class I		(38,320	)		(1,688,840	)		–			–
Class II		–			(16,918	)		–			–
Net realized gains
Class I		(40,290	)		(1,820,249	)		–			–
Class II		(508	)		(23,396	)		–			–

Total distributions		(79,118	)		(3,549,403	)		–			–

Capital Stock transactions:
Class I Shares
Shares sold		20,153,116			39,997,814			7,956,020			22,429,011
Issued to shareholders in reinvestment of distributions		78,610			3,509,089			–			–
Shares redeemed		(32,711,091	)		(62,966,271	)		(19,129,055	)		(34,154,734	)

Net decrease in net assets from capital stock transactions		(12,479,365	)		(19,459,368	)		(11,173,035	)		(11,725,723	)

Class II Shares
Shares sold		64,872			153,811			681,806			1,372,932
Issued to shareholders in reinvestment of distributions		508			40,313			–			–
Shares redeemed		(193,991	)		(540,146	)		(596,072	)		(1,319,136	)

Net increase (decrease) in net assets from capital stock transactions		(128,611	)		(346,022	)		85,734			53,796

Total decrease from capital stock transactions		(12,607,976	)		(19,805,390	)		(11,087,301	)		(11,671,927	)

Total increase (decrease) in net assets		(5,271,388	)		6,749,486			(11,087,418	)		(11,672,326	)

Net Assets at end of period	$	146,153,517		$	151,424,905		$	27,563,933		$	38,651,351

Undistributed net investment income included in net assets	$	476,460		$	38,320		$	–		$	–
Capital Share transactions:
Class I Shares
Shares sold		1,712,331			3,695,513			7,956,020			22,429,011
Issued to shareholders in reinvestment of distributions		6,405			301,083			–			–
Shares redeemed		(2,787,275	)		(5,802,894	)		(19,129,056	)		(34,154,735	)

Net decrease from capital shares outstanding		(1,068,539	)		(1,806,298	)		(11,173,036	)		(11,725,724	)

Class II Shares
Shares sold		5,322			14,545			681,806			1,372,932
Issued to shareholders in reinvestment of distributions		42			3,470			–			–
Shares redeemed		(16,751	)		(51,023	)		(596,072	)		(1,319,136	)

Net decrease from capital shares outstanding		(11,387	)		(33,008	)		85,734			53,796

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Changes in Net Assets

Core Bond Fund						High Income Fund						Diversifie Income Fund						Large Cap Value Fund

(unaudited)						(unaudited)						(unaudited)						(unaudited)
Six Months						Six Months						Six Months						Six Months
Ended			Year Ended			Ended			Year Ended			Ended			Year Ended			Ended			Year Ended
6/30/14			12/31/13			6/30/14			12/31/13			6/30/14			12/31/13			6/30/14			12/31/13

$	317,279,976		$	389,790,924		$	50,527,771		$	67,099,601		$	422,408,289		$	393,930,489		$	583,605,748		$	500,469,127

	4,422,746			10,663,710			1,281,286			3,282,181			4,589,712			9,294,930			3,654,292			8,357,070
	2,600,651			3,400,369			810,998			1,218,435			18,299,522			18,482,747			73,034,690			44,008,819
	4,114,743			(22,572,865	)		267,923			(1,457,653	)		(4,003,593	)		32,667,224			(30,988,605	)		90,180,559

	11,138,140			(8,508,786	)		2,360,207			3,042,963			18,885,641			60,444,901			45,700,377			142,546,448


	(210,058	)		(9,139,256	)		(68,210	)		(2,970,731	)		(187,487	)		(8,436,925	)		(128,277	)		(8,350,987	)
	–			(1,485,806	)		(3,374	)		(445,909	)		–			(890,524	)		–			(88,154	)
	–			–			–			–			–			–			–			–


	–			–			–			–			–			–			–			–

	(210,058	)		(10,625,062	)		(71,584	)		(3,416,640	)		(187,487	)		(9,327,449	)		(128,277	)		(8,439,141	)


	15,912,277			42,430,910			2,230,421			6,738,454			14,241,200			40,709,576			28,826,805			67,449,447
	210,058			9,139,256			68,210			2,970,732			187,487			8,436,925			128,277			8,350,987
	(41,653,482	)		(105,194,348	)		(6,360,007	)		(26,176,976	)		(46,974,362	)		(75,771,244	)		(76,732,726	)		(126,175,216	)

	(25,531,147	)		(53,624,182	)		(4,061,376	)		(16,467,790	)		(32,545,675	)		(26,624,743	)		(47,777,644	)		(50,374,782	)


	1,114,274			2,747,459			219,223			500,612			1,669,408			6,938,994			110,009			386,693
	–			1,485,805			3,374			445,909			–			890,524			–			88,154
	(1,144,513	)		(3,986,182	)		(279,767	)		(676,884	)		(1,540,283	)		(3,844,427	)		(555,758	)		(1,070,751	)

	(30,239	)		247,082			(57,170	)		269,637			129,125			3,985,091			(445,749	)		(595,904	)

	(25,561,386	)		(53,377,100	)		(4,118,546	)		(16,198,153	)		(32,416,550	)		(22,639,652	)		(48,223,393	)		(50,970,686	)

	(14,633,304	)		(72,510,948	)		(1,829,923	)		(16,571,830	)		(13,718,396	)		28,477,800			(2,651,293	)		83,136,621

	302,646,672			317,279,976			48,697,848			50,527,771		$	408,689,893		$	422,408,289		$	580,954,455		$	583,605,748

$	4,385,692		$	173,004		$	1,281,286		$	71,584			4,589,712			187,487			3,654,292			128,277


	1,566,479			4,072,473			236,395			708,112			681,816			2,022,975			819,861			2,132,804
	20,437			914,607			7,065			321,930			8,612			407,420			3,407			241,843
	(4,105,695	)		(10,125,461	)		(671,476	)		(2,742,911	)		(2,241,873	)		(3,808,727	)		(2,170,419	)		(4,019,796	)

	(2,518,779	)		(5,138,381	)		(428,016	)		(1,712,869	)		(1,551,445	)		(1,378,332	)		(1,347,151	)		(1,645,149	)


	109,554			264,053			23,115			52,231			79,045			344,108			3,185			12,441
	–			149,108			349			48,322			–			43,055			–			2,555
	(112,978	)		(384,042	)		(29,683	)		(70,876	)		(73,483	)		(193,496	)		(15,601	)		(33,991	)

	(3,424	)		29,119			(6,219	)		29,677			5,562			193,667			(12,416	)		(18,995	)

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Changes in Net Assets

	Large Cap Growth Fund						Mid Cap Fund

	(unaudited)						(unaudited)
	Six Months						Six Months
	Ended			Year Ended			Ended			Year Ended
	6/30/14			12/31/13			6/30/14			12/31/13

Net Assets at beginning of period	$	393,941,558		$	347,125,853		$	397,464,658		$	370,461,007
Increase in net assets from operations:
Net investment income		1,126,017			2,206,144			752,584			(73,778	)
Net realized gain		22,122,394			46,315,578			34,404,727			55,507,561
Net change in unrealized appreciation (depreciation)		(5,093,273	)		49,418,057			(23,672,611	)		44,349,667

Net increase in net assets from operations		18,155,138			97,939,779			11,484,700			99,783,450
Distributions to shareholders from:
Net investment income
Class I		(46,176	)		(2,066,477	)		–			(22,765	)
Class II		–			(145,243	)		–			–
Net realized gains
Class I		(3,100,369	)		(28,523,067	)		(3,198,718	)		(5,736,762	)
Class II		(301,100	)		(2,713,918	)		(139,670	)		(238,428	)

Total distributions		(3,447,645	)		(33,448,705	)		(3,338,388	)		(5,997,955	)

Capital Stock transactions:
Class I Shares
Shares sold		17,260,729			39,961,700			23,844,739			61,138,417
Issued to shareholders in reinvestment of distributions		3,146,545			30,589,544			3,198,718			5,759,527
Shares redeemed		(49,701,994	)		(87,579,290	)		(62,407,027	)		(131,946,552	)

Net decrease in net assets from capital stock transactions		(29,294,720	)		(17,028,046	)		(35,363,570	)		(65,048,608	)
Class II Shares
Shares sold		136,204			671,676			94,816			234,178
Issued to shareholders in reinvestment of distributions		301,100			2,859,161			139,670			238,428
Shares redeemed		(2,540,983	)		(4,178,160	)		(950,885	)		(2,205,842	)

Net increase (decrease) in net assets from capital stock transactions		(2,103,679	)		(647,323	)		(716,399	)		(1,733,236	)

Total decrease from capital stock transactions		(31,398,399	)		(17,675,369	)		(36,079,969	)		(66,781,844	)

Total increase (decrease) in net assets		(16,690,906	)		46,815,705			(27,933,657	)		27,003,651

Net Assets at end of period	$	377,250,652		$	393,941,558		$	369,531,001		$	397,464,658

Undistributed net investment income included in net assets	$	1,126,017		$	46,176		$	752,584		$	–
Capital Share transactions:
Class I Shares
Shares sold		600,412			1,449,675			1,111,620			3,070,158
Issued to shareholders in reinvestment of distributions		105,253			1,068,979			143,735			266,189
Shares redeemed		(1,727,115	)		(3,201,630	)		(2,900,420	)		(6,655,480	)

Net decrease from capital shares outstanding		(1,021,450	)		(682,976	)		(1,645,065	)		(3,319,133	)

Class II Shares
Shares sold		4,748			25,934			4,439			12,289
Issued to shareholders in reinvestment of distributions		10,128			100,350			6,316			11,071
Shares redeemed		(88,431	)		(150,958	)		(44,300	)		(112,274	)

Net increase (decrease) from capital shares outstanding		(73,555	)		(24,674	)		(33,545	)		(88,914	)

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Changes in Net Assets

												Madison Target Retirement						Madison Target Retirement
Small Cap Fund						International Stock Fund						2020 Fund						2030 Fund

(unaudited)						(unaudited)						(unaudited)						(unaudited)
Six Months						Six Months						Six Months						Six Months
Ended			Year Ended			Ended			Year Ended			Ended			Year Ended			Ended			Year Ended
6/30/14			12/31/13			6/30/14			12/31/13			6/30/14			12/31/13			6/30/14			12/31/13

$	7,895,899		$	13,422,398		$	94,941,935		$	95,182,105		$	70,472,021		$	56,607,290		$	93,187,497		$	68,009,467

	35,712			20,384			1,225,882			1,253,073			756,387			1,535,353			909,355			1,774,772
	594,855			3,932,916			22,592,663			6,547,704			2,429,634			1,807,902			3,297,246			2,714,716
	(519,319	)		152,394			(19,696,815	)		9,957,513			11,345			3,247,598			526,787			7,898,230

	111,248			4,105,694			4,121,730			17,758,290			3,197,366			6,590,853			4,733,388			12,387,718


	–			(18,220	)		(841,942	)		(148,073	)		–			(1,662,495	)		(840	)		(1,824,367	)
	–			(839	)		(225,575	)		(757	)

	(59,448	)		(2,705,545	)		–			–			(79,452	)		(1,885,461	)		(229,724	)		(2,582,083	)
	(18,951	)		(787,820	)		–			–

	(78,399	)		(3,512,424	)		(1,067,517	)		(148,830	)		(79,452	)		(3,547,956	)		(230,564	)		(4,406,450	)


	169,758			1,521,960			3,648,818			10,556,562			14,664,048			32,237,785			18,087,056			40,496,358
	59,448			2,723,766			841,942			148,073			79,452			3,547,957			230,564			4,406,452
	(1,040,405	)		(10,973,144	)		(17,945,837	)		(25,973,317	)		(13,747,002	)		(24,963,908	)		(16,780,282	)		(27,706,048	)

	(811,199	)		(6,727,418	)		(13,455,077	)		(15,268,682	)		996,498			10,821,834			1,537,338			17,196,762

	16,042			146,352			106,042			216,807
	18,951			788,658			225,575			758
	(149,099	)		(327,361	)		(1,136,841	)		(2,798,513	)

	(114,106	)		607,649			(805,224	)		(2,580,948	)

	(925,305	)		(6,119,769	)		(14,260,301	)		(17,849,630	)		996,498			10,821,834			6,040,162			25,178,030

	(892,456	)		(5,526,499	)		(11,206,088	)		(240,170	)		4,114,412			13,864,731			6,040,162			25,178,030

$	7,003,443		$	7,895,899		$	83,735,847		$	94,941,935		$	74,586,433		$	70,472,021		$	99,227,659		$	93,187,497

$	35,712		$	–		$	1,225,904		$	1,067,539		$	756,387		$	–		$	909,355		$	840

	18,728			103,824			275,288			902,307			1,649,937			3,671,120			2,000,782			4,643,938
	6,566			299,177			61,734			11,881			8,714			405,309			24,681			494,188
	(115,015	)		(698,899	)		(1,372,599	)		(2,214,685	)		(1,546,388	)		(2,838,209	)		(1,859,872	)		(3,156,563	)

	(89,721	)		(295,898	)		(1,035,577	)		(1,300,497	)		112,263			1,238,220			165,591			1,981,563

	1,826			10,715			8,158			19,055
	2,108			87,126			16,580			58
	(16,678	)		(22,588	)		(86,283	)		(240,076	)

	(12,744	)		75,253			(61,545	)		(220,963	)

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Statements of Changes in Net Assets

	Madison Target Retirement						Madison Target Retirement
	2040 Fund						2050 Fund

	(unaudited)						(unaudited)
	Six Months						Six Months
	Ended			Year Ended			Ended			Year Ended
	6/30/14			12/31/13			6/30/14			12/31/13

Net Assets at beginning of period	$	68,917,211		$	49,268,630		$	18,122,573		$	7,160,082
Increase (decrease) in net assets from operations:
Net investment income		657,703			1,205,386			190,971			245,698
Net realized gain		2,536,618			1,894,990			425,200			188,246
Net change in unrealized appreciation		465,716			7,472,509			507,169			2,058,896

Net increase in net assets from operations		3,660,037			10,572,885			1,123,340			2,492,840
Distributions to shareholders from:
Net investment income
Class I		(27,574	)		(1,211,502	)		(5,681	)		(249,891	)

Net realized gains
Class I		(127,433	)		(1,929,708	)		(14,042	)		(211,851	)

Total distributions		(155,007	)		(3,141,210	)		(19,723	)		(461,742	)

Capital Stock transactions:
Class I Shares
Shares sold		15,275,067			31,957,596			7,471,237			12,784,911
Issued to shareholders in reinvestment of distributions		155,007			3,141,212			19,723			461,742
Shares redeemed		(15,162,229	)		(22,881,902	)		(4,090,123	)		(4,315,260	)

Net increase in net assets from capital stock transactions		267,845			12,216,906			3,400,837			8,931,393

Total increase from capital stock transactions		267,845			12,216,906			3,400,837			8,931,393

Total increase in net assets		3,772,875			19,648,581			4,504,454			10,962,491

Net Assets at end of period	$	72,690,086		$	68,917,211		$	22,627,027		$	18,122,573

Undistributed net investment income included in net assets	$	657,703		$	27,574		$	190,971		$	5,681
Capital Share transactions:
Class I Shares
Shares sold		1,741,328			3,820,959			579,455			1,071,415
Issued to shareholders in reinvestment of distributions		17,003			362,172			1,465			36,179
Shares redeemed		(1,725,605	)		(2,722,907	)		(317,310	)		(359,726	)

Net increase from capital stock transactions		32,726			1,460,224			263,610			747,868

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

CONSERVATIVE ALLOCATION FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$10.70			$10.45			$9.96			$10.01			$9.61			$8.48
Income from Investment Operations:
Net investment income²		0.08			0.25			0.29			0.28			0.29			0.29
Net realized and unrealized gain on investments		0.38			0.55			0.60			0.03			0.52			1.12

Total from investment operations		0.46			0.80			0.89			0.31			0.81			1.41
Less Distributions From:
Net investment income		(0.01	)		(0.27	)		(0.40	)		(0.35	)		(0.41	)		(0.28	)
Capital gains		–			(0.28	)		–			–			–			–
Return of capital		–			–			–			(0.01	)		–			–

Total distributions		(0.01	)		(0.55	)		(0.40	)		(0.36	)		(0.41	)		(0.28	)
Net increase (decrease) in net asset value		0.45			0.25			0.49			(0.05	)		0.40			1.13
Net Asset Value at end of period		$11.15			$10.70			$10.45			$9.96			$10.01			$9.61
Total Return (%)³		4.30	⁴		7.61			8.98			3.14			8.37			16.76
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$175,336			$181,427			$195,526			$184,431			$195,657			$176,322
Ratios of expenses to average net assets (%)		0.31	⁵		0.31			0.31			0.31			0.31			0.31
Ratio of net investment income to average net assets (%)		1.48	⁵		2.27			2.79			2.76			2.90			3.23
Portfolio turnover (%)⁶		43	⁴		70			44			36			36			47

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$10.68			$10.43			$9.95			$10.00			$9.61			$8.51
Income from Investment Operations:
Net investment income²		0.07			0.22			0.26			0.27			0.35			0.28
Net realized and unrealized gain on investments		0.37			0.55			0.61			0.02			0.43			0.99

Total from investment operations		0.44			0.77			0.87			0.29			0.78			1.27
Less Distributions From:
Net investment income		–			(0.24	)		(0.39	)		(0.33	)		(0.39	)		(0.17	)
Capital gains		–			(0.28	)		–			–			–			–
Return of capital		–			–			–			(0.01	)		–			–

Total distributions		–			(0.52	)		(0.39	)		(0.34	)		(0.39	)		(0.17	)
Net increase (decrease) in net asset value		0.44			0.25			0.48			(0.05	)		0.39			1.10
Net Asset Value at end of period		$11.12			$10.68			$10.43			$9.95			$10.00			$9.61
Total Return (%)³		4.17	⁴		7.34			8.71			2.89			8.10			14.91	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$39,101			$40,069			$42,691			$43,203			$35,425			$12,829
Ratios of expenses to average net assets (%)		0.56	⁵		0.56			0.56			0.56			0.55			0.56	⁵
Ratio of net investment income to average net assets (%)		1.23	⁵		2.04			2.49			2.67			3.47			4.38	⁵
Portfolio turnover (%)⁶		43	⁴		70			44			36			36			47	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

MODERATE ALLOCATION FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$11.48			$10.11			$9.42			$9.49			$8.87			$7.51
Income from Investment Operations:
Net investment income²		0.06			0.19			0.23			0.20			0.20			0.18
Net realized and unrealized gain (loss) on investments		0.49			1.39			0.77			(0.01	)		0.71			1.37

Total from investment operations		0.55			1.58			1.00			0.19			0.91			1.55
Less Distributions From:
Net investment income		(0.01	)		(0.21	)		(0.31	)		(0.26	)		(0.29	)		(0.19	)

Net increase (decrease) in net asset value		0.54			1.37			0.69			(0.07	)		0.62			1.36
Net Asset Value at end of period		$12.02			$11.48			$10.11			$9.42			$9.49			$8.87
Total Return (%)³		4.80	⁴		15.66			10.54			2.03			10.22			20.61
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$355,558			$370,954			$358,486			$346,733			$352,545			$332,428
Ratios of expenses to average net assets (%)		0.31	⁵		0.31			0.31			0.31			0.31			0.31
Ratio of net investment income to average net assets (%)		0.99	⁵		1.75			2.32			2.07			2.24			2.29
Portfolio turnover (%)⁶		40	⁴		66			49			25			34			52

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$11.45			$10.08			$9.41			$9.48			$8.87			$7.56
Income from Investment Operations:
Net investment income²		0.04			0.16			0.20			0.18			0.25			0.19
Net realized and unrealized gain (loss) on investments		0.49			1.39			0.77			(0.01	)		0.63			1.24

Total from investment operations		0.53			1.55			0.97			0.17			0.88			1.43
Less Distributions From:
Net investment income		–			(0.18	)		(0.30	)		(0.24	)		(0.27	)		(0.12	)

Net increase (decrease) in net asset value		0.53			1.37			0.67			(0.07	)		0.61			1.31
Net Asset Value at end of period		$11.98			$11.45			$10.08			$9.41			$9.48			$8.87
Total Return (%)³		4.67	⁴		15.37			10.26			1.78			9.94			18.82	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$35,319			$34,965			$34,573			$35,873			$31,715			$12,162
Ratios of expenses to average net assets (%)		0.56	⁵		0.56			0.56			0.56			0.56			0.56	⁵
Ratio of net investment income to average net assets (%)		0.75	⁵		1.49			2.01			1.86			2.76			3.33	⁵
Portfolio turnover (%)⁶		40	⁴		66			49			25			34			52	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

AGGRESSIVE ALLOCATION FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$11.66			$9.75			$8.96			$9.08			$8.30			$6.57
Income from Investment Operations:
Net investment income²		0.04			0.12			0.17			0.12			0.11			0.10
Net realized and unrealized gain (loss) on investments		0.57			2.07			0.84			(0.08	)		0.81			1.74

Total from investment operations		0.61			2.19			1.01			0.04			0.92			1.84
Less Distributions From:
Net investment income		(0.00	)⁷		(0.13	)		(0.22	)		(0.16	)		(0.14	)		(0.11	)
Capital gains		(0.00	)⁷		(0.15	)		–			–			–			–

Total distributions		(0.00	)⁷		(0.28	)		(0.22	)		(0.16	)		(0.14	)		(0.11	)
Net increase (decrease) in net asset value		0.61			1.91			0.79			(0.12	)		0.78			1.73
Net Asset Value at end of period		$12.27			$11.66			$9.75			$8.96			$9.08			$8.30
Total Return (%)³		5.33	⁴		22.35			11.34			0.48			11.15			27.91
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$144,283			$149,514			$142,755			$132,575			$126,270			$114,492
Ratios of expenses to average net assets:		0.31	⁵		0.31			0.31			0.31			0.31			0.31
Ratio of net investment income to average net assets (%)		0.67	⁵		1.07			1.80			1.26			1.27			1.44
Portfolio turnover (%)⁶		39	⁴		70			69			32			33			58

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$11.62			$9.72			$8.95			$9.07			$8.30			$6.69
Income from Investment Operations:
Net investment income²		0.03			0.09			0.15			0.10			0.17			0.15
Net realized and unrealized gain (loss) on investments		0.57			2.06			0.83			(0.08	)		0.73			1.54

Total from investment operations		0.60			2.15			0.98			0.02			0.90			1.69
Less Distributions From:
Net investment income		–			(0.10	)		(0.21	)		(0.14	)		(0.13	)		(0.08	)
Capital gains		(0.00	)⁷		(0.15	)		–			–			–			–

Total distributions		(0.00	)⁷		(0.25	)		(0.21	)		(0.14	)		(0.13	)		(0.08	)
Net increase (decrease) in net asset value		0.60			1.90			0.77			(0.12	)		0.77			1.61
Net Asset Value at end of period		$12.22			$11.62			$9.72			$8.95			$9.07			$8.30
Total Return (%)³		5.20	⁴		22.05			11.06			0.23			10.87			25.09	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$1,871			$1,911			$1,921			$1,786			$1,424			$514
Ratios of expenses to average net assets (%)		0.56	⁵		0.56			0.56			0.56			0.56			0.56	⁵
Ratio of net investment income to average net assets (%)		0.43	⁵		0.81			1.55			1.05			1.99			2.86	⁵
Portfolio turnover (%)⁶		39	⁴		70			69			32			33			58	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁷		Amounts represents less than $0.005 per share.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

MONEY MARKET FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00
Income from Investment Operations:
Net investment income²		–			–			–			–			–			0.00	⁴

Total from investment operations		–			–			–			–			–			–
Less Distributions From:
Net investment income		–			–			–			–			–			(0.00	)⁴

Net increase in net asset value		–			–			–			–			–			–
Net Asset Value at end of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00
Total Return (%)³		0.00	⁵		0.00			0.00			0.00			0.00			0.00
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$25,749			$36,922			$48,648			$61,682			$69,634			$92,463
Ratios of expenses to average net assets:
Before waiver of expenses by adviser (%)		0.47	⁶		0.46			0.46			0.47			0.47			0.47
After waiver of expenses by adviser (%)		0.09	^6,7		0.12	⁷		0.11	⁷		0.08	⁷		0.14	⁷		0.28	⁷
Ratio of net investment income to average net assets (%)		0.00	⁶		0.00			0.00			0.00			0.00			0.00

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00
Income from Investment Operations:
Net investment income²		–			–			–			–			–			–

Total from investment operations		–			–			–			–			–			–
Less Distributions From:
Net investment income		–			–			–			–			–			–

Net increase in net asset value		–			–			–			–			–			–
Net Asset Value at end of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00
Total Return (%)³		0.00	⁵		0.00			0.00			0.00			0.00			0.00	⁵
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$1,815			$1,730			$1,676			$979			$577			$185
Ratios of expenses to average net assets:
Before waiver of expenses by adviser (%)		0.72	⁶		0.71			0.71			0.72			0.73			0.73	⁶
After waiver of expenses by adviser (%)		0.09	^6,7		0.12	⁷		0.12	⁷		0.07	⁷		0.16	⁷		0.20	^6,7
Ratio of net investment income to average net assets (%)		0.00	⁶		0.00			0.00			0.00			0.00			0.00	⁶

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Amounts represent less than $0.005 per share.
⁵		Not annualized.
⁶		Annualized.
⁷		Amounts include fees waived by the adviser (see Note 3).

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

CORE BOND FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$9.97			$10.55			$10.57			$10.29			$10.14			$9.94
Income from Investment Operations:
Net investment income²		0.15			0.31			0.34			0.38			0.40			0.43
Net realized and unrealized gain (loss) on investments		0.22			(0.54	)		0.00	⁷		0.31			0.20			0.21

Total from investment operations		0.37			(0.23	)		0.34			0.69			0.60			0.64
Less Distributions From:
Net investment income		(0.01	)		(0.35	)		(0.36	)		(0.41	)		(0.45	)		(0.44	)

Net increase (decrease) in net asset value		0.36			(0.58	)		(0.02	)		0.28			0.15			0.20
Net Asset Value at end of period		$10.33			$9.97			$10.55			$10.57			$10.29			$10.14
Total Return (%)³		3.69	⁴		(2.24	)		3.21			6.73			5.92			6.50
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$254,017			$270,289			$340,335			$375,325			$429,499			$541,789
Ratios of expenses to average net assets (%)		0.57	⁵		0.56			0.56			0.57			0.56			0.57
Ratio of net investment income to average net assets (%)		2.93	⁵		3.02			3.13			3.62			3.76			4.28
Portfolio turnover (%)⁶		9	⁴		14			11			6			2			25

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$9.95			$10.54			$10.56			$10.28			$10.14			$9.85
Income from Investment Operations:
Net investment income²		0.14			0.29			0.31			0.36			0.37			0.27
Net realized and unrealized gain (loss) on investments		0.22			(0.56	)		0.01			0.31			0.20			0.28

Total from investment operations		0.36			(0.27	)		0.32			0.67			0.57			0.55
Less Distributions From:
Net investment income		–			(0.32	)		(0.34	)		(0.39	)		(0.43	)		(0.26	)

Net increase (decrease) in net asset value		0.36			(0.59	)		(0.02	)		0.28			0.14			0.29
Net Asset Value at end of period		$10.31			$9.95			$10.54			$10.56			$10.28			$10.14
Total Return (%)³		3.56	⁴		(2.49	)		2.96			6.47			5.66			5.55	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$48,630			$46,991			$49,456			$49,774			$35,750			$9,719
Ratios of expenses to average net assets (%)		0.82	⁵		0.81			0.81			0.82			0.81			0.82	⁵
Ratio of net investment income to average net assets (%)		2.68	⁵		2.77			2.88			3.36			3.49			3.86	⁵
Portfolio turnover (%)⁶		9	⁴		14			11			6			2			25	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁷		Amount represents less than $0.005 per share.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

HIGH INCOME FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$9.22			$9.37			$9.18			$9.42			$9.11			$7.34
Income from Investment Operations:
Net investment income²		0.24			0.52			0.61			0.65			0.72			0.68
Net realized and unrealized gain (loss) on investments		0.21			(0.01	)		0.42			(0.18	)		0.35			1.80

Total from investment operations		0.45			0.51			1.03			0.47			1.07			2.48
Less Distributions From:
Net investment income		(0.02	)		(0.66	)		(0.84	)		(0.71	)		(0.76	)		(0.71	)

Net increase (decrease) in net asset value		0.43			(0.15	)		0.19			(0.24	)		0.31			1.77
Net Asset Value at end of period		$9.65			$9.22			$9.37			$9.18			$9.42			$9.11
Total Return (%)³		4.84	⁴		5.49			11.23			5.01			11.73			34.29
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$41,530			$43,622			$60,362			$86,462			$95,552			$107,722
Ratios of expenses to average net assets (%)		0.77	⁵		0.76			0.77			0.77			0.77			0.77
Ratio of net investment income to average net assets (%)		5.20	⁵		5.42			6.31			6.76			7.54			7.94
Portfolio turnover (%)⁶		30	⁴		32			55			54			53			73

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$9.23			$9.37			$9.19			$9.42			$9.11			$8.14
Income from Investment Operations:
Net investment income²		0.23			0.50			0.58			0.63			0.70			0.47
Net realized and unrealized gain (loss) on investments		0.20			–			0.42			(0.18	)		0.34			0.96

Total from investment operations		0.43			0.50			1.00			0.45			1.04			1.43
Less Distributions From:
Net investment income		(0.00	)⁷		(0.64	)		(0.82	)		(0.68	)		(0.73	)		(0.46	)

Net increase (decrease) in net asset value		0.43			(0.14	)		0.18			(0.23	)		0.31			0.97
Net Asset Value at end of period		$9.66			$9.23			$9.37			$9.19			$9.42			$9.11
Total Return (%)³		4.71	⁴		5.23			10.95			4.75			11.45			17.49	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$7,168			$6,906			$6,737			$6,213			$4,286			$1,148
Ratios of expenses to average net assets (%)		1.02	⁵		1.01			1.02			1.02			1.01			1.01	⁵
Ratio of net investment income to average net assets (%)		4.95	⁵		5.17			6.02			6.52			7.20			7.65	⁵
Portfolio turnover (%)⁶		30	⁴		32			55			54			53			73	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁷		Amount represents less than $0.005 per share.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

DIVERSIFIED INCOME FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$20.76			$18.29			$17.39			$16.62			$15.37			$14.46
Income from Investment Operations:
Net investment income²		0.24			0.46			0.49			0.51			0.56			0.60
Net realized and unrealized gain on investments		0.75			2.48			0.92			0.79			1.29			0.92

Total from investment operations		0.99			2.94			1.41			1.30			1.85			1.52
Less Distributions From:
Net investment income		(0.01	)		(0.47	)		(0.51	)		(0.53	)		(0.60	)		(0.61	)

Net increase in net asset value		0.98			2.47			0.90			0.77			1.25			0.91
Net Asset Value at end of period		$21.74			$20.76			$18.29			$17.39			$16.62			$15.37
Total Return (%)³		4.77	⁴		16.07			8.16			7.84			12.04			10.74
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$362,945			$378,807			$359,022			$372,852			$384,709			$418,381
Ratios of expenses to average net assets (%)		0.71	⁵		0.71			0.71			0.72			0.72			0.72
Ratio of net investment income to average net assets (%)		2.29	⁵		2.31			2.69			2.94			3.50			4.12
Portfolio turnover (%)⁶		13	⁴		17			17			19			23			26

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$20.71			$18.26			$17.37			$16.61			$15.37			$13.74
Income from Investment Operations:
Net investment income²		0.21			0.41			0.44			0.46			0.52			0.35
Net realized and unrealized gain on investments		0.75			2.47			0.93			0.79			1.29			1.64

Total from investment operations		0.96			2.88			1.37			1.25			1.81			1.99
Less Distributions From:
Net investment income		–			(0.43	)		(0.48	)		(0.49	)		(0.57	)		(0.36	)

Net increase in net asset value		0.96			2.45			0.89			0.76			1.24			1.63
Net Asset Value at end of period		$21.67			$20.71			$18.26			$17.37			$16.61			$15.37
Total Return (%)³		4.64	⁴		15.78			7.89			7.57			11.77			14.43	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$45,745			$43,601			$34,908			$30,360			$22,309			$6,261
Ratios of expenses to average net assets (%)		0.96	⁵		0.96			0.96			0.97			0.97			0.97	⁵
Ratio of net investment income to average net assets (%)		2.04	⁵		2.05			2.43			2.69			3.20			3.44	⁵
Portfolio turnover (%)⁶		13	⁴		17			17			19			23			26	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

LARGE CAP VALUE FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$34.76			$27.12			$24.78			$23.56			$22.17			$19.42
Income from Investment Operations:
Net investment income²		0.23			0.48			0.55			0.50			0.38			0.43
Net realized and unrealized gain on investments		2.67			7.67			2.37			1.24			1.46			2.76

Total from investment operations		2.90			8.15			2.92			1.74			1.84			3.19
Less Distributions From:
Net investment income		(0.01	)		(0.51	)		(0.58	)		(0.52	)		(0.45	)		(0.44	)

Net increase in net asset value		2.89			7.64			2.34			1.22			1.39			2.75
Net Asset Value at end of period		$37.65			$34.76			$27.12			$24.78			$23.56			$22.17
Total Return (%)³		8.34	⁴		30.07			11.82			7.38			8.29			16.79
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$573,981			$576,731			$494,587			$485,978			$524,894			$630,764
Ratios of expenses to average net assets (%)		0.61	⁵		0.61			0.61			0.62			0.62			0.62
Ratio of net investment income to average net assets (%)		1.30	⁵		1.53			2.05			2.03			1.72			2.23
Portfolio turnover (%)⁶		39	⁴		32			27			29			63			81

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$34.64			$27.05			$24.73			$23.54			$22.17			$17.74
Income from Investment Operations:
Net investment income²		0.18			0.40			0.48			0.43			0.34			0.18
Net realized and unrealized gain on investments		2.67			7.64			2.37			1.25			1.44			4.45

Total from investment operations		2.85			8.04			2.85			1.68			1.78			4.63
Less Distributions From:
Net investment income		–			(0.45	)		(0.53	)		(0.49	)		(0.41	)		(0.20	)

Net increase in net asset value		2.85			7.59			2.32			1.19			1.37			4.43
Net Asset Value at end of period		$37.49			$34.64			$27.05			$24.73			$23.54			$22.17
Total Return (%)³		8.21	⁴		29.74			11.55			7.11			8.02			26.09	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$6,973			$6,875			$5,882			$5,697			$5,354			$2,552
Ratios of expenses to average net assets (%)		0.86	⁵		0.86			0.86			0.87			0.87			0.87	⁵
Ratio of net investment income to average net assets (%)		1.05	⁵		1.28			1.80			1.78			1.51			1.28	⁵
Portfolio turnover (%)⁶		39	⁴		32			27			29			63			81	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

LARGE CAP GROWTH FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$28.76			$24.09			$21.84			$22.16			$19.87			$14.50
Income from Investment Operations:
Net investment income²		0.09			0.17			0.18			0.05			0.10			0.12
Net realized and unrealized gain (loss) on investments		1.35			7.17			2.26			(0.31	)		2.31			5.37

Total from investment operations		1.44			7.34			2.44			(0.26	)		2.41			5.49
Less Distributions From:
Net investment income		(0.00	)⁶		(0.18	)		(0.19	)		(0.06	)		(0.12	)		(0.12	)
Capital gains		(0.27	)		(2.49	)		–			–			–			–

Total distributions		(0.27	)		(2.67	)		(0.19	)		(0.06	)		(0.12	)		(0.12	)
Net increase (decrease) in net asset value		1.17			4.67			2.25			(0.32	)		2.29			5.37
Net Asset Value at end of period		$29.93			$28.76			$24.09			$21.84			$22.16			$19.87
Total Return (%)³		5.05	⁴		30.51			11.20			(1.19	)		12.13			37.98
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$344,108			$359,959			$318,024			$331,032			$374,644			$433,483
Ratios of expenses to average net assets (%)		0.81	⁵		0.81			0.82			0.82			0.82			0.82
Ratio of net investment income to average net assets (%)		0.62	⁵		0.62			0.76			0.24			0.51			0.72
Portfolio turnover (%)⁸		17	⁴		50			64			85			78			89

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$28.63			$24.02			$21.80			$22.14			$19.87			$15.78
Income from Investment Operations:
Net investment income²		0.05			0.10			0.12			(0.00	)6		0.06			0.05
Net realized and unrealized gain (loss) on investments		1.36			7.13			2.26			(0.32	)		2.30			4.09

Total from investment operations		1.41			7.23			2.38			(0.32	)		2.36			4.14
Less Distributions From:
Net investment income		–			(0.13	)		(0.16	)		(0.02	)		(0.09	)		(0.05	)
Capital gains		(0.27	)		(2.49	)		–			–			–			–

Total distributions		(0.27	)		(2.62	)		(0.16	)		(0.02	)		(0.09	)		(0.05	)
Net increase in net asset value		1.14			4.61			2.22			(0.34	)		2.27			4.09
Net Asset Value at end of period		$29.77			$28.63			$24.02			$21.80			$22.14			$19.87
Total Return (%)³		4.92	⁴		30.18			10.93			(1.43	)		11.85			26.21	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$33,143			$33,983			$29,101			$27,589			$20,802			$6,003
Ratios of expenses to average net assets (%)		1.06	⁵		1.06			1.07			1.07			1.07			1.07	⁵
Ratio of net investment income to average net assets (%)		0.37	⁵		0.37			0.51			0.00	⁷		0.29			0.36	⁵
Portfolio turnover (%)⁸		17	⁴		50			64			85			78			89	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Amount represents less than $0.005 per share.
⁷		Amount represents less than 0.01%.
⁸		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

MID CAP FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009²

Net Asset Value at beginning of period		$21.76			$17.09			$14.75			$14.14			$11.82			$8.01
Income from Investment Operations:
Net investment income³		0.04			0.00	⁵		0.05			0.02			0.04			0.00	⁵
Net realized and unrealized gain on investments		0.68			5.00			2.34			0.62			2.33			3.81

Total from investment operations		0.72			5.00			2.39			0.64			2.37			3.81
Less Distributions From:
Net investment income		–			(0.00	)⁵		(0.05	)		(0.03	)		(0.05	)		(0.00	)⁵
Capital gains		(0.20	)		(0.33	)		–			–			–			–

Total distributions		(0.20	)		(0.33	)		(0.05	)		(0.03	)		(0.05	)		–
Net increase in net asset value		0.52			4.67			2.34			0.61			2.32			3.81
Net Asset Value at end of period		$22.28			$21.76			$17.09			$14.75			$14.14			$11.82
Total Return (%)⁴		3.32	⁶		29.28			16.24			4.47			20.12			47.28
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$354,157			$381,703			$356,534			$351,833			$385,219			$229,395
Ratios of expenses to average net assets (%)		0.91	⁷		0.91			0.91			0.91			0.90			0.87
Ratio of net investment income to average net assets (%)		0.41	⁷		(0.01	)		0.30			0.16			0.42			(0.05	)
Portfolio turnover (%)⁸		19	⁶		28			25			52			46			186

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09^1,2

Net Asset Value at beginning of period		$21.65			$17.05			$14.72			$14.13			$11.82			$9.36
Income from Investment Operations:
Net investment income³		0.02			(0.05	)		0.01			(0.01	)		0.04			(0.00	)⁵
Net realized and unrealized gain on investments		0.66			4.98			2.35			0.60			2.30			2.46

Total from investment operations		0.68			4.93			2.36			0.59			2.34			2.46
Less Distributions From:
Net investment income		–			–			(0.03	)		–			(0.03	)		–
Capital gains		(0.20	)		(0.33	)		–			–			–			–

Total distributions		(0.20	)		(0.33	)		(0.03	)		–			(0.03	)		–
Net increase in net asset value		0.48			4.60			2.33			0.59			2.31			2.45
Net Asset Value at end of period		$22.13			$21.65			$17.05			$14.72			$14.13			$11.82
Total Return (%)⁴		3.19	⁶		28.95			15.95			4.22			19.82			26.13	⁶
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$15,374			$15,762			$13,927			$13,270			$11,951			$4,813
Ratios of expenses to average net assets (%)		1.16	⁷		1.16			1.16			1.17			1.16			1.22	⁷
Ratio of net investment income to average net assets (%)		0.19	⁷		(0.26	)		0.05			(0.07	)		0.38			0.53	⁷
Portfolio turnover (%)⁸		19	⁶		28			25			52			46			186	⁶

¹		Commenced investment operations on May 1, 2009.
²		The financial highlights prior to May 1, 2010 are those of the Mid Cap Growth Fund, the accounting survivor of the reorganization of the Mid Cap Value and Mid Cap Growth Funds. The net asset values and other per share information of the Mid Cap Growth Fund have been restated by the conversion ratio of 2.6623 for Class I shares and 2.6678 for Class II shares to reflect those of the legal survivor of the reorganization the Mid Cap Value Fund, which was renamed the Mid Cap Fund after the reorganization.
³		Based on average shares outstanding during the year.
⁴		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁵		Amounts represent less than $0.005 per share.
⁶		Not annualized.
⁷		Annualized.
⁸		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

SMALL CAP FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$9.10			$12.32			$10.81			$10.75			$8.54			$6.53
Income from Investment Operations:
Net investment income²		0.05			0.02			0.14			0.04			0.08			0.05
Net realized and unrealized gain on investments		0.10			4.03			1.52			0.06			2.20			2.00

Total from investment operations		0.15			4.05			1.66			0.10			2.28			2.05
Less Distributions From:
Net investment income		–			(0.05	)		(0.15	)		(0.04	)		(0.07	)		(0.04	)
Capital gains		(0.10	)		(7.22	)		–			–			–			–

Total distributions		(0.10	)		(7.27	)		(0.15	)		(0.04	)		(0.07	)		(0.04	)
Net increase (decrease) in net asset value		0.05			(3.22	)		1.51			0.06			2.21			2.01
Net Asset Value at end of period		$9.15			$9.10			$12.32			$10.81			$10.75			$8.54
Total Return (%)³		$1.74	⁴		32.77			15.39			0.91			26.80			31.56
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$5,336			$6,121			$11,936			$11,261			$11,710			$7,989
Ratios of expenses to average net assets (%)		1.12	⁵		1.11			1.11			1.11			1.11			1.11
Ratio of net investment income to average net assets (%)		1.02	⁵		0.17			1.24			0.41			0.85			0.77
Portfolio turnover (%)⁶		9	⁴		19			15			22			33			21

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$9.05			$12.29			$10.79			$10.74			$8.54			$6.50
Income from Investment Operations:
Net investment income²		0.04			–			0.11			0.02			0.06			0.02
Net realized and unrealized gain on investments		0.10			3.99			1.52			0.06			2.20			2.03

Total from investment operations		0.14			3.99			1.63			0.08			2.26			2.05
Less Distributions From:
Net investment income		–			(0.01	)		(0.13	)		(0.03	)		(0.06	)		(0.01	)
Capital gains		(0.10	)		(7.22	)		–			–			–			–

Total distributions		(0.10	)		(7.23	)		(0.13	)		(0.03	)		(0.06	)		(0.01	)
Net increase (decrease) in net asset value		0.04			(3.24	)		1.50			0.05			2.20			2.04
Net Asset Value at end of period		$9.09			$9.05			$12.29			$10.79			$10.74			$8.54
Total Return (%)³		1.62	⁴		32.44			15.10			0.66			26.48			31.57	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$1,667			$1,775			$1,486			$1,401			$1,387			$616
Ratios of expenses to average net assets		1.37	⁵		1.37			1.36			1.36			1.36			1.36	⁵
Ratio of net investment income to average net assets (%)		0.79	⁵		(0.02	)		0.99			0.16			0.67			0.44	⁵
Portfolio turnover (%)⁶		9	⁴		19			15			22			33			21	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

INTERNATIONAL STOCK FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$12.99			$10.78			$9.03			$9.99			$9.53			$7.59
Income from Investment Operations:
Net investment income²		0.19			0.16			0.17			0.19			0.14			0.17
Net realized and unrealized gain (loss) on investments		0.48			2.07			1.75			(0.96	)		0.53			1.95

Total from investment operations		0.67			2.23			1.92			(0.77	)		0.67			2.12
Less Distributions From:
Net investment income		(0.18	)		(0.02	)		(0.17	)		(0.19	)		(0.21	)		(0.18	)

Net increase (decrease) in net asset value		0.49			2.21			1.75			(0.96	)		0.46			1.94
Net Asset Value at end of period		$13.48			$12.99			$10.78			$9.03			$9.99			$9.53
Total Return (%)³		5.12	⁴		20.76			21.31			(7.70	)		7.09			27.90
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$64,709			$75,808			$76,919			$72,756			$92,063			$77,997
Ratios of expenses to average net assets (%)		1.17	⁵		1.21			1.21			1.22			1.22			1.22
Ratio of net investment income to average net assets (%)		2.96	⁵		1.37			1.74			1.90			1.48			2.08
Portfolio turnover (%)⁶		78	⁴		39			42			38			79			87

	(unaudited)															Inception
	Six Months															to
CLASS II	Ended 6/30/14			2013			2012			2011			2010			12/31/09¹

Net Asset Value at beginning of period		$12.96			$10.76			$9.02			$9.99			$9.53			$7.32
Income from Investment Operations:
Net investment income²		0.18			0.13			0.14			0.16			0.09			0.04
Net realized and unrealized gain (loss) on investments		0.47			2.07			1.76			(0.96	)		0.56			2.33

Total from investment operations		0.65			2.20			1.90			(0.80	)		0.65			2.37
Less Distributions From:
Net investment income		(0.16	)		(0.00	)⁷		(0.16	)		(0.17	)		(0.19	)		(0.16	)

Net increase (decrease) in net asset value		0.49			2.20			1.74			(0.97	)		0.46			2.21
Net Asset Value at end of period		$13.45			$12.96			$10.76			$9.02			$9.99			$9.53
Total Return (%)³		4.99	⁴		20.45			21.01			(7.91	)		6.83			32.30	⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$19,027			$19,134			$18,263			$15,407			$13,241			$3,962
Ratios of expenses to average net assets (%)		1.42	⁵		1.46			1.46			1.47			1.47			1.48	⁵
Ratio of net investment income to average net assets (%)		2.76	⁵		1.10			1.45			1.58			1.00			0.57	⁵
Portfolio turnover (%)⁶		78	⁴		39			42			38			79			87	⁴

¹		Commenced investment operations on May 1, 2009.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁷		Amount represents less than $0.005 per share.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2020 FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$8.76			$8.31			$7.82			$8.06			$7.64			$6.04
Income from Investment Operations:
Net investment income¹		0.09			0.21			0.24			0.22			0.20			0.15
Net realized and unrealized gain (loss) on investments		0.30			0.70			0.53			(0.04	)		0.49			1.59

Total from investment operations		0.39			0.91			0.77			0.18			0.69			1.74
Less Distributions From:
Net investment income		–			(0.22	)		(0.25	)		(0.23	)		(0.27	)		(0.14	)
Capital gains		(0.01	)		(0.24	)		(0.03	)		(0.19	)		–			–

Total distributions		(0.01	)		(0.46	)		(0.28	)		(0.42	)		(0.27	)		(0.14	)
Net increase (decrease) in net asset value		0.38			0.45			0.49			(0.24	)		0.42			1.60
Net Asset Value at end of period		$9.14			$8.76			$8.31			$7.82			$8.06			$7.64
Total Return (%)²		4.50	³		10.94			9.98			2.11			9.01			28.93
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$74,586			$70,472			$56,607			$39,580			$27,648			$19,300
Ratios of expenses to average net assets
Before reimbursement of expenses by adviser (%)		0.30	⁴		0.30			0.30			0.26			0.40			0.41
After reimbursement of expenses by adviser (%)		0.30	⁴		0.30			0.30			0.24	⁵		0.20	⁵		0.34	⁵
Ratio of net investment income to average net assets (%)		2.13	⁴		2.37			2.96			2.70			2.61			2.24
Portfolio turnover (%)⁶		110	³		167			90			114			51			78

¹		Based on average shares outstanding during the year.
²		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
³		Not annualized.
⁴		Annualized.
⁵		Amount includes fees waived by the adviser through a contractual management fee reduction from 0.40% to 0.20% effective October 1, 2009 to February 16, 2011. Effective February 17, 2011 to August 31, 2011, the fee was permanently reduced to 0.20%. Effective September 1, 2011, shareholders approved a new fee arrangement which includes an advisory fee of 0.25% and services agreement fee of 0.05%.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2030 FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$8.92			$8.04			$7.49			$7.90			$7.41			$5.75
Income from Investment Operations:
Net investment income¹		0.09			0.19			0.23			0.19			0.18			0.12
Net realized and unrealized gain (loss) on investments		0.36			1.13			0.60			(0.09	)		0.52			1.65

Total from investment operations		0.45			1.32			0.83			0.10			0.70			1.77
Less Distributions From:
Net investment income		(0.00)7			(0.18	)		(0.22	)		(0.20	)		(0.21	)		(0.11	)
Capital gains		(0.02	)		(0.26	)		(0.06	)		(0.31	)		–			–

Total distributions		(0.02	)		(0.44	)		(0.28	)		(0.51	)		(0.21	)		(0.11	)
Net increase (decrease) in net asset value		0.43			0.88			0.55			(0.41	)		0.49			1.66
Net Asset Value at end of period		$9.35			$8.92			$8.04			$7.49			$7.90			$7.41
Total Return (%)²		5.07	³		16.56			11.05			1.16			9.56			30.94
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$99,228			$93,187			$68,009			$45,404			$31,279			$19,330
Ratios of expenses to average net assets
Before reimbursement of expenses by adviser (%)		0.30	⁴		0.30			0.30			0.26			0.40			0.41
After reimbursement of expenses by adviser (%)		0.30	⁴		0.30			0.30			0.24	⁵		0.20	⁵		0.34	⁵
Ratio of net investment income to average net assets (%)		1.95	⁴		2.16			2.84			2.43			2.42			1.87
Portfolio turnover (%)⁶		78	³		136			86			108			43			78

¹		Based on average shares outstanding during the year.
²		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
³		Not annualized.
⁴		Annualized.
⁵		Amount includes fees waived by the adviser through a contractual management fee reduction from 0.40% to 0.20% effective October 1, 2009 to February 16, 2011. Effective February 17, 2011 to August 31, 2011, the fee was permanently reduced to 0.20%. Effective September 1, 2011, shareholders approved a new fee arrangement which includes an advisory fee of 0.25% and services agreement fee of 0.05%.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁷		Amount represents less than $0.005 per share.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2040 FUND

	(unaudited)			Year Ended December 31,
	Six Months
CLASS I	Ended 6/30/14			2013			2012			2011			2010			2009

Net Asset Value at beginning of period		$8.68			$7.61			$7.06			$7.60			$7.07			$5.43
Income from Investment Operations:
Net investment income¹		0.08			0.17			0.20			0.16			0.15			0.08
Net realized and unrealized gain (loss) on investments		0.38			1.32			0.61			(0.12	)		0.55			1.63

Total from investment operations		0.46			1.49			0.81			0.04			0.70			1.71
Less Distributions From:
Net investment income		(0.00	)⁷		(0.16	)		(0.19	)		(0.17	)		(0.17	)		(0.07	)
Capital gains		(0.02	)		(0.26	)		(0.07	)		(0.41	)		–			–

Total distributions		(0.02	)		(0.42	)		(0.26	)		(0.58	)		(0.17	)		(0.07	)
Net increase (decrease) in net asset value		0.44			1.07			0.55			(0.54	)		0.53			1.64
Net Asset Value at end of period		$9.12			$8.68			$7.61			$7.06			$7.60			$7.07
Total Return (%)²		5.27	⁴		19.63			11.42			0.47			9.97			31.64
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$72,690			$68,917			$49,269			$35,182			$26,147			$16,656
Ratios of expenses to average net assets
Before reimbursement of expenses by adviser (%)		0.30	⁵		0.30			0.30			0.26			0.40			0.41
After reimbursement of expenses by adviser (%)		0.30	⁵		0.30			0.30			0.24	⁵		0.20	⁵		0.34	⁵
Ratio of net investment income to average net assets (%)		1.90	⁵		2.01			2.65			2.11			2.14			1.22
Portfolio turnover (%)⁶		77	⁴		151			101			115			40			86

¹		Based on average shares outstanding during the year.
²		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
³		Not annualized.
⁴		Annualized.
⁵		Amount includes fees waived by the adviser through a contractual management fee reduction from 0.40% to 0.20% effective October 1, 2009 to February 16, 2011. Effective February 17, 2011 to August 31, 2011, the fee was permanently reduced to 0.20%. Effective September 1, 2011, shareholders approved a new fee arrangement which includes an advisory fee of 0.25% and services agreement fee of 0.05%.
⁶		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁷		Amount represents less than $0.005 per share.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2050 FUND

	(unaudited)			Year Ended						Inception

	Six Months									to
CLASS I	Ended 6/30/14			12/31/13			12/31/12			12/31/11¹

Net Asset Value at beginning of period		$12.78			$10.69			$9.75			$10.00
Income from Investment Operations:
Net investment income²		0.12			0.24			0.30			0.26
Net realized and unrealized gain (loss) on investments		0.57			2.19			0.89			(0.36	)

Total from investment operations		0.69			2.43			1.19			(0.10	)
Less Distributions From:
Net investment income		(0.00	)⁸		(0.18	)		(0.21	)		(0.14	)
Capital gains		(0.01	)		(0.16	)		(0.04	)		–
Return of capital		–			–			–			(0.01	)

Total distributions		(0.01	)		(0.34	)		(0.25	)		(0.15	)
Net increase (decrease) in net asset value		0.68			2.09			0.94			(0.25	)
Net Asset Value at end of period		$13.46			$12.78			$10.69			$9.75
Total Return (%)³		5.38	⁴		22.78			12.12			(1.03	)⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$22,627			$18,123			$7,160			$2,236
Ratios of expenses to average net assets
Before reimbursement of expenses by adviser (%)		0.30	⁵		0.30			0.30			0.26	⁵
After reimbursement of expenses by adviser (%)		0.30	⁵		0.30			0.30			0.26	^5,6
Ratio of net investment income to average net assets (%)		1.93	⁵		1.98			2.90			2.61	⁵
Portfolio turnover (%)⁷		88	⁴		215			86			75	⁴

¹		Commenced investment operations on January 3, 2011.
²		Based on average shares outstanding during the year.
³		These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
⁴		Not annualized.
⁵		Annualized.
⁶		Effective September 1, 2011, shareholders approved a new fee arrangement which includes an advisory fee of 0.25% and services agreement fee of 0.05%.
⁷		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁸		Amount represents less than $0.005 per share.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

1. ORGANIZATION

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 Trust is a series fund with, at the end of the period covered by this report, 16 investment portfolios (individually, a “Fund,” and collectively, the “Funds”), each with different investment objectives and policies. The Funds currently available at the end of the period were the Money Market Fund, Core Bond Fund, High Income Fund, Diversified Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Fund, Small Cap Fund and International Stock Fund (collectively, the “Core Funds”), the Conservative Allocation Fund, Moderate Allocation Fund and Aggressive Allocation Fund (collectively, the “Target Allocation Funds”), and the Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 Fund, (collectively, the “Target Date Funds”).

The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of the Trust without par value. All Funds, except for the Target Date Funds, offer Class I and II shares. The Target Date Funds only offer a single class of shares, Class I shares. 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, if any, and its proportional share of Fund level expenses, and has exclusive voting rights on matters pertaining to Rule 12b-1 under the 1940 Act as it relates to that class and other class specific matters. Shares are offered to separate accounts (the “Accounts”) of CMFG Life Insurance Company and to qualified pension and retirement plans of CMFG Life Insurance Company or its affiliates (“CUNA Mutual Group”). The Trust may, in the future, offer other share classes to separate accounts of insurance companies and to qualified pension and retirement plans that are not affiliated with CUNA Mutual Group. The Trust does not offer shares directly to the general public.

The Trust has entered into a Management Agreement with Madison Asset Management, LLC. (the “Investment Adviser” or “Madison”). The Investment Adviser, in turn, has entered into subadvisory agreements with certain subadvisers (“Subadvisers”) for the management of the investments of the High Income, Small Cap and International Stock Funds.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by each Fund in the preparation of its financial statements.

Portfolio Valuation: Securities and other investments are valued as follows: Equity securities, including American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) 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, equities traded on a U.S. exchange, foreign exchange or on NASDAQ are valued at the bid price. Debt securities purchased with a remaining maturity of 61 days or more are valued on the basis of last available bid prices or current market quotations provided by dealers or pricing services approved by the Trust. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments, various relationships observed in the market between investments and calculated yield measures based on valuation technology commonly employed in the market for such investments. Municipal debt securities are traded via a network among dealers and brokers that connect buyers and sellers. Liquidity in the tax-exempt market has been reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for the particular bonds and other debt securities, making them more difficult to value or sell. Asset-

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

backed and mortgage-backed securities are valued by independent pricing services using models that consider estimated cash flows of each tranche of the security, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche.

Investments in shares of open-end mutual funds, including money market funds, are valued at their daily net asset value (“NAV”) which is calculated as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Standard Time) on each day on which the New York Stock Exchange is open for business. NAV per share is determined by dividing each Fund’s total net assets by the number of shares of such Fund outstanding at the time of calculation. Because the assets of each Target Allocation and each Target Date Fund consist primarily of shares of underlying funds, the NAV of each Fund is determined based on the NAV’s of the underlying funds. 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 and all securities in the Money Market Fund are valued on an amortized cost basis, which approximates market value.

Over-the-counter securities not listed 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 last bid price. Exchange traded options are valued at the mean of the best bid and ask prices across all option exchanges. 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 Pricing Committee (the “Committee”) shall estimate 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, if any, are valued at the average of the closing bids obtained daily from at least one dealer.

Through the end of this reporting period, the value of all assets and liabilities expressed in foreign currencies was converted into U.S. dollar values using the then-current exchange rate at the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Standard Time).

All other securities for which either quotations are not readily available, no other sales have occurred, or in the Investment Adviser’s opinion, do not reflect the current market value, are appraised at their fair values as determined in good faith by the Trust’s Pricing Committee (the “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. Because the Target Allocation and Target Date Funds primarily invest in underlying funds, government securities and short-term paper, it is not anticipated that the Investment Adviser will need to “fair value” any of the investments of these Funds. However, an underlying fund may need to “fair value” one or more of its investments, which may, in turn, require a Target Allocation or Target Date Fund to do the same because of delays in obtaining the underlying fund’s NAV.

A Fund’s investments (or underlying fund) will be valued at fair value if, in the judgment of the 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 as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Standard Time). 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

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

event, the 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.

In addition to independent fair value decisions made by the Committee noted above, the Committee also engages 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 Trust. Such adjustments to the valuation of foreign securities are applied automatically upon market close if the parameters established are exceeded. A foreign security is also automatically fair valued if the exchange it is traded in is on Holiday.

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, except that certain dividends from foreign securities may be recorded after the ex-dividend date based on when the Fund is informed of the dividend. Amortization and accretion are recorded on the effective yield method.

Expenses: Expenses that are directly related to one Fund are charged directly to that Fund. Other operating expenses are prorated to the Funds primarily on the basis of relative net assets and other relevant factors as determined by Management. Class-specific expenses are borne by that class.

Classes: Income and realized and unrealized gains/losses are allocated to the respective classes on the basis of relative net assets.

Repurchase Agreements: Each Fund may engage in repurchase agreements. In a repurchase agreement, a security is purchased for a relatively short period (usually not more than 7 days) subject to the obligation to sell it back to the issuer at a fixed time and price plus accrued interest. The Funds will enter into repurchase agreements only with member banks of the Federal Reserve System and with “primary dealers” in U.S. Government securities. As of June 30, 2014, none of the Funds held open repurchase agreements.

The Trust has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Trust’s custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that the repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, a Fund could experience one of the following: delays in liquidating the underlying securities during the period in which the Fund seeks to enforce its rights thereto, possible subnormal levels of income, declines in value of the underlying securities, or lack of access to income during this period and the expense of enforcing its rights.

Foreign Currency Transactions: The Trust’s books and records are maintained in U.S. dollars. Foreign currency denominated transactions (i.e., market value of investment securities, assets and liabilities, purchases and sales of investment securities, and income and expenses) are translated into U.S. dollars at the current rate of exchange. The Funds enter into contracts on the trade date to settle any securities transactions denominated in foreign currencies on behalf of the Funds at the spot rate at settlement.

Each Fund, except the Money Market Fund, which can only invest in U.S. dollar-denominated foreign money market securities, reports certain foreign currency-related transactions as components of realized gains or losses for financial reporting purposes, whereas such components are treated as ordinary income for federal income tax purposes. Only the International Stock Fund had net realized gains from foreign currency transactions’ and that amount is included in the Statements of Operations under the heading “Net realized gain (loss) on investments” for that Fund.

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

The Funds do not isolate the portion of gains and losses on investments in securities that is due to changes in the foreign exchange rates from that which is due to changes in market prices of securities. Such amounts are categorized as gain or loss on investments for financial reporting purposes.

Forward Foreign Currency Exchange Contracts : Each Fund, except the Money Market Fund, may purchase and sell forward foreign currency exchange contracts for defensive or hedging purposes. When entering into forward foreign currency exchange contracts, the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily. The Funds’ net assets reflect unrealized gains or losses on the contracts as measured by the difference between the forward foreign currency exchange rates at the dates of entry into the contracts and the forward rates at the reporting date. The Funds realize a gain or a loss at the time the forward foreign currency exchange contracts are settled or closed out with an offsetting contract. Realized and unrealized gains and losses are included in the Statements of Operations. As of June 30, 2014, none of the Funds had open forward foreign currency exchange contracts.

If a Fund enters into a forward foreign currency exchange contract to buy foreign currency for any purpose, the Fund will be required to place cash or other liquid assets in a segregated account with the Fund’s custodian in an amount equal to the value of the Fund’s total assets committed to the consummation of the forward contract. If the value of the securities in the segregated account declines, additional cash or securities will be placed in the segregated account so that the value of the account will equal the amount of the Fund’s commitment with respect to the contract.

Cash Concentration: At times, the Funds maintain cash balances at financial institutions in excess of federally insured limits. The Funds monitor this credit risk and have not experienced any losses related to this risk.

Illiquid Securities: Each Fund currently limits investments in illiquid securities to 15% of net assets at the time of purchase, except for Money Market which limits the investment in illiquid securities to 5% of net assets. An illiquid security is generally defined as any investment that may be difficult to sell within seven days for the price at which the Fund values it. At June 30, 2014, investments in securities of the Core Bond, High Income and Diversified Income Funds include issues that are illiquid. As of that date, the aggregate values of illiquid securities held by Core Bond, High Income and Diversified Income Funds were $10,641,408, $1,072,000 and $8,177,734, respectively, which represent 3.5%, 2.2% and 2.0% of net assets, respectively. Pursuant to guidelines adopted by the Board of Trustees, certain unregistered securities are determined to be liquid and are not included within the percent limitations specified above. Information concerning the illiquid securities held at June 30, 2014, which includes cost and acquisition date, is as follows:

Security	Acquisition Date		Cost


Core Bond Fund
AARP, Inc.	5/16/02	$	2,092,018
AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust	5/8/14		400,000
Apollo Management Holdings L.P.	5/27/14		747,930
ERAC USA Finance LLC	12/16/04		2,158,686
First Data Corp.	6/20/14		539,025
Forest Laboratories Inc.	12/5/13		250,000
Glencore Funding LLC	4/22/14		523,343
GLP Capital L.P. / GLP Financing II Inc.	1/14/14		255,971
Indianapolis Power & Light Co.	10/2/06		994,331
Liberty Mutual Group Inc.	6/13/13		994,189
Sirius XM Radio Inc.	5/1/14		350,000

		$	9,305,493

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

Security	Acquisition Date		Cost

High Income Fund
Boise Cascade Co.	10/17/12	$	600,000
Endeavor Energy Resources L.P./EER Finance Inc.	4/16/14		418,403

		$	1,018,403
Diversified Income Fund
AARP, Inc.	5/16/02	$	2,092,018
ERAC USA Finance LLC	12/16/04		1,996,785
First Data Corp.	6/20/14		485,122
GLP Capital L.P. / GLP Financing II Inc.	1/14/14		455,285
Indianapolis Power & Light Co.	10/2/06		1,546,185
Volvo Financial Equipment LLC, Series 2014-1A, Class A3	2/25/14		249,951

Delayed Delivery Securities: Each Fund may purchase securities on a when-issued or delayed delivery basis. “When-issued” refers to securities whose terms are available and for which a market exists, but that have not been issued. For whenissued or delayed delivery transactions, no payment is made until delivery date, which is typically longer than the normal course of settlement, and often a month or more after the purchase. When a Fund enters into an agreement to purchase securities on a when-issued or delayed delivery basis, the Fund segregates cash or other liquid securities, of any type or maturity, equal in value to the Fund’s commitment. Losses may arise due to changes in the market value of the underlying securities, if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic or other factors. At June 30, 2014, none of the Funds were engaged in such transactions.

Use of Estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. Such estimates affect the reported amounts of assets and liabilities and reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Indemnifications: Under the Funds’ organizational documents, the Funds’ officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In the normal course of business, the Funds enter into contracts that contain a variety of representations and provide general indemnifications. The Funds’ maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Funds. However, based on experience, management expects the risk of loss to be remote.

Fair Value Measurements: Each Fund has adopted the 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 used in 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

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

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 rate volatilities, prepayment speeds, credit risk, benchmark yields, transactions, bids, offers, new issues, spreads and other relationships observed in the markets among comparable securities, underlying equity of the issuer; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data, etc.)

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

The valuation techniques used by the Funds to measure fair value for the six month period ended June 30, 2014 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 in a liquid market for an international equity security given information available at the time of evaluation. Through the six month period ended June 30, 2014, none of the Funds held securities deemed as a Level 3 and there were no transfers between classification levels.

The following is a summary of the inputs used as of June 30, 2014 in valuing the Funds’ investments carried at fair value (please see the Portfolio of Investments for each Fund for a listing of all securities within each category):

Quoted Prices in

Significant Other

Significant

Active Markets for

Observable

Unobservable

Identical Investments

Inputs

Value at

Fund

(Level 1)

(Level 2)

(Level 3)

6/30/14

Conservative Allocation

214,004,885

–

214,004,885

Moderate Allocation

385,235,880

–

385,235,880

Aggressive Allocation

147,435,525

–

147,435,525

Money Market¹

1,208,964

26,236,367

–

27,445,331

Core Bond

Asset Backed

–

2,037,386

–

2,037,386

Corporate Notes and Bonds

–

92,195,516

–

92,195,516

Long Term Municipal Bonds

–

3,429,082

–

3,429,082

Mortgage Backed

–

55,200,248

–

55,200,248

U.S. Government and Agency Obligations

–

144,052,643

–

144,052,643

Short-Term Investments

3,776,821

–

3,776,821

296,914,875

–

300,691,696

High Income

Corporate Notes and Bonds

–

46,674,160

–

46,674,160

Short-Term Investments

2,562,433

–

2,562,433

46,674,160

–

49,236,593

¹At June 30, 2014, all level 2 securities held are short-term investments. See respective portfolio of investments.

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

	Quoted Prices in		Significant Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Investments		Inputs		Inputs		Value at
Fund	(Level 1)		(Level 2)		(Level 3)		6/30/14
Diversified Income
Common Stocks		$230,231,027	$	–	$	–	$	230,231,027
Asset Backed		–		3,688,775		–		3,688,775
Corporate Notes and Bonds		–		68,664,674		–		68,664,674
Long Term Municipal Bonds		–		1,061,330		–		1,061,330
Mortgage Backed		–		31,491,042		–		31,491,042
U.S. Government and Agency Obligations		–		61,705,412		–		61,705,412
Short-Term Investments		10,610,154		–		–		10,610,154

		240,841,181		166,611,233		–		407,452,414
Large Cap Value
Common Stocks		565,238,804		–		–		565,238,804
Short-Term Investments		22,771,738		–		–		22,771,738

		588,010,542		–		–		588,010,542
Large Cap Growth
Common Stocks		358,137,998		–		–		358,137,998
Short-Term Investments		22,551,322		–		–		22,551,322

		380,689,320		–		–		380,689,320
Mid Cap
Common Stocks		338,677,902		–		–		338,677,902
Short-Term Investments		31,666,749		–		–		31,666,749

		370,344,651		–		–		370,344,651
Small Cap
Common Stocks		6,746,296		–		–		6,746,296
Short-Term Investments		257,832		–		–		257,832

		7,004,128		–		–		7,004,128
International Stock
Common Stocks
Australia		–		2,039,746		–		2,039,746
Brazil		1,893,195		1,472,098		–		3,365,293
France		–		13,918,137		–		13,918,137
Germany		–		3,895,559		–		3,895,559
Ireland		–		1,442,490		–		1,442,490
Israel		1,662,238		–		–		1,662,238
Japan		–		9,201,944		–		9,201,944
Netherlands		–		4,173,238		–		4,173,238
Singapore		–		1,637,521		–		1,637,521
South Korea		–		2,021,391		–		2,021,391
Sweden		–		1,530,861		–		1,530,861
Switzerland		–		15,570,772		–		15,570,772
United Kingdom		–		20,874,238		–		20,874,238
Short-Term Investments		2,035,493		–		–		2,035,493

		5,590,926		77,777,995		–		83,368,921
Madison Target Retirement 2020		74,177,870		–		–		74,177,870
Madison Target Retirement 2030		99,396,063		–		–		99,396,063
Madison Target Retirement 2040		72,584,769		–		–		72,584,769
Madison Target Retirement 2050		22,656,970		–		–		22,656,970

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

New Accounting Pronouncements. In June 2013, FASB issued an update (“ASU 2013-08”) to ASC Topic 946, Financial Services – Investment Companies (“Topic 946”). ASU 2013-08 amends the guidance in Topic 946 for determining whether an entity qualifies as an investment company and requires certain additional disclosures. ASU 2013-08 is effective for interim and annual reporting period in fiscal years that begin after December 15, 2013. FASB has determined that a fund registered under the 1940 Act automatically meets ASU 2013-08’s criteria for an investment company. Although still evaluating the potential impact of ASU 2013-08, Management expects that this will not have a material impact on the Funds’ financial statements.

3. MANAGEMENT, SERVICES AND DISTRIBUTION AGREEMENTS

Management Agreement: For services under the Management Agreement, the Investment Adviser is entitled to receive a management fee, which is calculated daily and paid monthly, at an annual rate based upon the following percentages of average daily net assets:

Fund	Management Fee		Fund	Management Fee
Conservative Allocation	0.30	%	Large Cap Growth	0.80	%
Moderate Allocation	0.30	%	Mid Cap	0.90	%
Aggressive Allocation	0.30	%	Small Cap	1.10	%
Money Market	0.45	%	International Stock	1.15	%
Core Bond	0.55	%	Madison Target Retirement 2020	0.25	%
High Income	0.75	%	Madison Target Retirement 2030	0.25	%
Diversified Income	0.70	%	Madison Target Retirement 2040	0.25	%
Large Cap Value	0.60	%	Madison Target Retirement 2050	0.25	%

For all but the Target Date Funds, the Management Agreement requires the Investment Adviser to provide or arrange to provide overall management of the Funds, including but not limited to, investment advisory services, custody, transfer agency, dividend disbursing, legal, accounting and administrative services. Neither Management Agreement includes Trustee compensation or the fees paid to the Trust’s independent Registered Public Accountant. For the Target Date Funds, the Management Agreement requires the Investment Adviser to provide investment management services to the Funds. Other services performed by the Investment Adviser for these Funds are covered under a separate Services Agreement (discussed below).

The Investment Adviser is solely responsible for the payment of all fees to the Subadvisers. The Subadvisers for the Funds are Shenkman Capital Management, Inc. for the High Income Fund, Wellington Management Company, LLP for the Small Cap Fund and NorthRoad Capital Management LLC, an affiliate of Madison, for the International Stock Fund. The Investment Adviser manages the Money Market Fund, Core Bond Fund, Diversified Income Fund, Large Cap Growth Fund, Large Cap Value Fund, Mid Cap Fund, Target Allocation Funds and the Target Date Funds.

The Investment Adviser may from time to time voluntarily agree to waive a portion of its fees or expenses related to the Funds. In that regard, the Investment Adviser waived a portion of management fees on the Money Market Class I Shares and Class II Shares. The amount of the daily waiver is equal to the amount required to maintain a minimum daily distribution rate of zero. For the six month period ended June 30, 2014, the waivers totaled $63,314 for Class I Shares and $3,210 for Class II Shares and are reflected as fees waived by the Investment Adviser in the accompanying Statements of Operations. The Investment Adviser does not have the right to recoup these waived fees.

Services Agreement: Effective September 1, 2011, the Investment Adviser entered into a services agreement (“Services Agreement”) for the Target Date Funds. Under the Services Agreement, Madison provides either directly or through

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

outsourced arrangements all operational and support services of the Target Date Funds not provided under the Management Agreement discussed above. Under this Services Agreement, Madison receives a fee of 0.05% (annualized) of the average daily net assets of each Target Date Fund. In exchange for the aforementioned fee, Madison is responsible for paying all of the Funds’ fees and expenses, other than (i) the management fee (described above), (ii) fees related to the Funds’ portfolio holdings (such as brokerage commissions, interest on loans, etc.), (iii) acquired Fund fees, and (iv) extraordinary or non- recurring fees (such as taxes, borrowing costs, etc.). The direct expenses of the Funds’ independent trustees and independent auditors are paid out of this fee by the Target Date Funds. Pursuant to the Services Agreement, Madison has also agreed, until April 30, 2014, to waive and/or reimburse investment advisory fees and/or its services fee to the extent necessary to limit each Target Date Fund’s total operating expenses and underlying fees and expenses to 0.65% of average daily net assets. In applying this waiver, Madison must utilize good faith estimates of the fees and expenses of the underlying funds. For the period ended June 30, 2014, no fees were waived. The Investment Adviser does not have the right to recoup these waived fees, if any.

Distribution Agreement:MFD Distributor, LLC (“MFD”) serves as 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 service fee with regard to Class II shares at an annual rate of 0.25% of each Fund’s daily net assets. MFD arranges to provide compensation to 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 Statements of Operations.

MFD may from time to time voluntarily agree to waive a portion of its fees or expenses related to the Funds. In this regard, the distributor waived a portion of 12b-1 fees on the Money Market Class II shares for the purpose of maintaining a one-day yield of zero. For the six month period ended June 30, 2014, the waivers totaled $2,159 and are reflected as fees waived in the Statements of Operations. Neither MFD nor the Investment Adviser has the right to recoup these waived fees.

Other Expenses: Except as provided below, in addition to the management fee, the Trust is responsible for fees of the independent trustees, brokerage commissions and other expenses incurred in connection with the acquisition or disposition of investments, costs of borrowing money, expenses for independent audits, any potential taxes owed and extraordinary expenses as approved by a majority of independent trustees. Effective September 1, 2011, the fees for the independent trustees and independent audits are paid out of the Services Agreement fee (noted above) for the Target Date Funds.

Certain officers and trustees of the Trust are also officers of the Investment Adviser. The Funds do not compensate their officers or affiliated trustees. The Nominating and Governance Committee of the Board may change trustee fees paid at any time.

4. DIVIDENDS FROM NET INCOME AND DISTRIBUTIONS OF CAPITAL GAINS

The Money Market Fund declares dividends from net investment income and net realized gains from investment transactions, if any, daily, and net realized gains from investment transactions, if any, annually, which are reinvested in additional full and fractional shares of the Fund. The Funds declare dividends from net investment income and net realized gains from investment transactions, if any, annually, which are reinvested in additional full and fractional shares of the respective Funds.

Income and capital gain distributions, if any, are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Taxable distributions from income and realized capital gains of the Funds may differ from book amounts earned during the period due to differences in the timing of capital gains recognition, and due to the reclassification of certain gains or losses from capital to income.

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

5. SECURITIES TRANSACTIONS

For the six month period ended June 30, 2014, aggregate cost of purchases and proceeds from sales of securities, other than short-term investments, were as follows:

	U.S. Government Securities				Other Investment Securities

Fund	Purchases		Sales		Purchases		Sales

Conservative Allocation	$	–	$	–	$	92,736,762	$	108,626,845
Moderate Allocation		–		–		156,863,992		189,930,183
Aggressive Allocation		–		–		55,532,288		68,710,269
Core Bond		3,766,280		21,755,620		22,027,970		23,927,793
High Income		–				14,430,856		16,796,036
Diversified Income		4,816,518		12,060,718		47,228,618		61,099,107
Large Cap Value		–		–		217,499,883		257,564,121
Large Cap Growth		–		–		59,555,495		91,775,183
Mid Cap		–		–		67,337,635		115,752,068
Small Cap		–		–		654,289		1,628,852
International Stock		–		–		65,354,493		79,764,753
Madison Target Retirement 2020		–		–		80,024,957		78,375,474
Madison Target Retirement 2030		–		–		74,365,766		72,616,057
Madison Target Retirement 2040		–		–		54,325,736		53,638,401
Madison Target Retirement 2050		–		–		20,985,392		17,476,081

6. FOREIGN SECURITIES

Each Fund may invest in foreign securities; however, the Money Market Fund is limited to U.S. dollar-denominated foreign money market securities. Foreign securities include American Depositary Receipts (“ADRs’’), European Depositary Receipts (“EDRs’’), Global Depositary Receipts (“GDRs’’), Swedish Depositary Receipts (“SDRs’’) and foreign money market securities. U.S. dollar-denominated securities that are part of the Merrill Lynch U.S. Domestic Master Index are not considered a foreign security.

Certain Funds have reclaim receivable balances, in which the Funds are due a reclaim on the taxes that have been paid to some foreign jurisdictions. The values of all reclaims are not significant for any of the Funds and are reflected in Other Assets on the Statements of Assets and Liabilities. These receivables are reviewed to ensure the current receivable balance is reflective of the amount deemed to be collectable.

7. SECURITIES LENDING

Each Fund, except the Target Allocation, Money Market, Small Cap and Target Retirement Funds, entered into a Securities Lending Agreement (the “Agreement”) with State Street Bank and Trust Company (“State Street”). Under the terms of the Agreement, the Funds may lend portfolio securities to qualified borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash or other liquid assets at least equal to 102% of the value of the securitie which is determined on a daily basis. Amounts earned as interest on investments of cash collateral, net of rebates and fees, if any, are included in the Statements of Operations. The primary risk associated with securities lending is if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Funds could experience delays and costs in recovering securities loaned or in gaining access to the collateral.

At June 30, 2014, none of the Funds had securities out on loan.

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

8. FEDERAL INCOME TAX INFORMATION

It is each Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986 applicable to regulated investment companies and to distribute all its taxable income to its shareholders. Accordingly, no provisions for federal income taxes are recorded in the accompanying statements.

For federal income tax purposes, the Funds listed below have capital loss carryforwards as of December 31, 2013 which are available to offset future capital gains, if any, realized through the fiscal year listed:

No Expiration-

Fund

2014

2015

2016

2017

2018

2019

Short Term

Conservative Allocation

–

Moderate Allocation

–

5,429,580

9,937,108

–

Aggressive Allocation

–

Money Market

–

399

Core Bond

–

8,593,619

346,309

–

High Income

–

2,652,908

4,641,635

–

Diversified Income

–

6,420,044

–

Large Cap Value

–

28,758,901

–

Large Cap Growth

–

Mid Cap

–

15,192,498

–

Small Cap

–

607,545

–

International Stock

–

3,937,695

20,286,292

1,822,160

–

Madison Target Retirement 2020

–

Madison Target Retirement 2030

–

Madison Target Retirement 2040

–

Madison Target Retirement 2050

–

Included in the net capital loss carryforwards for Mid Cap Fund, Small Cap Fund and International Stock Fund is $15,192,498, $607,545 and $6,562,825, respectively, of capital loss carryforwards subject to certain limitations upon availability, to offset future gains, if any, as the successor of a merger. These acquired losses are included in the total losses available noted above.

At June 30, 2014, the aggregate gross unrealized appreciation/depreciation and net unrealized appreciation for all securities as computed on a federal income tax basis for each Fund were as follows:


Fund	Appreciation		Depreciation		Net

Conservative Allocation	$	17,383,443	$	13,618	$	17,369,825
Moderate Allocation		57,020,481		14,968		57,005,513
Aggressive Allocation		25,893,245		527		25,892,718
Core Bond		18,774,092		3,948,713		14,825,379
High Income		1,961,554		47,500		1,914,054
Diversified Income		85,895,540		2,514,545		83,380,995
Large Cap Value		141,725,487		720,847		141,004,640
Large Cap Growth		114,865,800		–		114,865,800
Mid Cap		104,878,078		1,995,798		102,882,280
Small Cap		2,909,301		27,299		2,882,002
International Stock		9,345,737		964,549		8,381,188
Madison Target Retirement 2020		5,229,153		896		5,228,257
Madison Target Retirement 2030		11,164,608		25,826		11,138,782
Madison Target Retirement 2040		9,951,613		11,237		9,940,376
Madison Target Retirement 2050		2,777,419		465		2,776,954

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

The differences between the book unrealized amounts reflected in the Statement of Assets and Liabilities and tax unrealized amounts (shown above) are due to the tax deferral of losses on wash sales.

9. INVESTMENT RISKS

Investing in certain financial instruments, including forward foreign currency contracts, involves certain risks. Risks associated with these instruments include potential for an illiquid secondary market for the instruments or inability of counterparties to perform under the terms of the contracts, changes in the value of foreign currency relative to the U.S. dollar and financial statement volatility resulting from an imperfect correlation between the movements in the prices of the instruments and the prices of the underlying securities and interest rates being hedged. The International Stock Fund may enter into these contracts primarily to protect the Fund from adverse currency movements.

Investing in foreign securities involves certain risks not necessarily found in U.S. markets. These include, but are not limited to, risks associated with adverse changes in economic, political, regulatory and other conditions, changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments or capital gains, and possible difficulty in obtaining and enforcing judgments against foreign entities. Further, issuers of foreign securities are subject to different, and often less comprehensive, accounting, reporting and disclosure requirements than domestic issuers.

The Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governme agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Additionally, while the Fund has maintained a constant share price since inception, and will continue to t to do so, neither the Investment Adviser nor its affiliates are required to make a capital infusion, enter into a capital support agreement or take other actions to prevent the Fund’s share price from falling below $1.00.

The High Income Fund invests in securities offering high current income which generally will include bonds in the below investment grade categories of recognized ratings agencies (so-called“junk bonds’’). These securities generally involve more credit risk than securities in the higher rating categories. In addition, the trading market for high yield securities may be relative less liquid than the market for higher-rated securities. The High Income Fund generally invests at least 80% of its net assets in high yield securities.

The Target Allocation Funds and Target Date Funds are fund of funds, meaning that they invest primarily in the shares of other registered investment companies (the “Underlying Funds’’), including exchange traded funds (“ETFs”). Thus, each Fund’s investment performance and its ability to achieve its investment goal are directly related to the performance of the Underlying Funds in which it invests; and the Underlying Fund’s performance, in turn, depends on the particular securities in which that Underlying Fund invests and the expenses of that Fund. Accordingly, these Funds are subject to the risks of the Underlying Funds in direct proportion to the allocation of their respective assets among the Underlying Funds.

Additionally, the Target Allocation Funds and Target Date Funds are subject to asset allocation risk and manager risk. Manager risk (i.e., fund selection risk) is the risk that the fund(s) selected to fulfill a particular asset class underperforms its peers. Asset allocation risk is the risk that the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform other funds with a similar investment objective.

In addition to the other risks described above and in the prospectus, you should understand what we refer to as “unknown market risks.” While investments in securities have been keystones in wealth building and management, at times these investments have produced surprises. Those who enjoyed growth and income of their investments generally were rewarded for the risks they took by investing in the markets. Although the Investment Adviser seeks to appropriately address and

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

manage the risks identified and disclosed to you in connection with the management of the securities in the Funds, you should understand that the very nature of the securities markets includes the possibility that there may be additional risks of which we are not aware. We certainly seek to identify all applicable risks and then appropriately address them, take appropriate action to reasonably manage them and, of course, to make you aware of them so you can determine if they exceed your risk tolerance. Nevertheless, the often volatile nature of the securities markets and the global economy in which we work suggests that the risk of the unknown is something to consider in connection with an investment in securities. Unforeseen events could under certain circumstances produce a material loss of the value of some or all of the securities we manage for you in the Funds.

10. CAPITAL SHARES AND AFFILIATED OWNERSHIP

All capital shares outstanding at June 30, 2014, are owned by separate investment accounts and/or pension plans of CMFG Life Insurance Company.

The Target Allocation Funds invest in Underlying Funds, of which certain underlying funds (the “affiliated underlying funds’’), may be deemed to be under common control because of the same Board of Trustees. Madison Funds’ historical financial information is available to you at no cost on the Securities and Exchange Commission’s website at www.sec.gov, by calling 1-800-877-6089 or by visiting the Madison Funds’ website at www.madisonfunds.com. A summary of the transactions with each affiliated underlying fund as of June 30, 2014 follows:

	Balance of			Balance of
	Shares			Shares
	Held at	Gross	Gross	Held at	Value at		Realized		Distributions
Fund/Underlying Fund	12/31/13	Additions	Sales	6/30/14	6/30/14		Gain (Loss)		Received¹

Conservative Allocation Fund
Madison High Quality Bond Fund ClassY	1,311,499	–	342,885	968,614	$	10,693,501	$	41,541	$	59,126
Madison Core Bond Fund Class Y	2,922,623	686,353	–	3,608,976		36,883,739		–		412,499
Madison Corporate Bond Fund ClassY	1,242,125	88,300	–	1,330,425		15,339,797		–		175,245
Madison High Income Fund ClassY	644,273	–	376,669	267,604		1,835,762		373,514		78,345
Madison Large Cap Value Fund ClassY	1,154,703	190,930	216,364	1,129,269		21,614,201		731,950		–
Madison Investors Fund ClassY	482,787	25,378	159,954	348,211		8,559,030		222,129		–
Madison Large Cap Growth Fund ClassY	529,589	46,956	170,908	405,637		9,232,306		656,827		–
Madison NorthRoad International Fund ClassY	–	340,459	–	340,459		4,286,382		–		–
Madison International Stock Fund ClassY	619,931	75,805	536,465	159,271		2,245,722		2,893,625		–

Totals					$	110,690,440	$	4,919,586	$	725,215

¹Distributions received include distributions from net investment income and from capital gains, if any, from the underlying funds.

Ultra Series Fund | June 30, 2014

Notes to Financial Statements (unaudited)

	Balance of			Balance of
	Shares			Shares
	Held at	Gross	Gross	Held at	Value at		Realized			Distributions
Fund/Underlying Fund	12/31/13	Additions	Sales	6/30/14	6/30/14		Gain (Loss)			Received¹

Moderate Allocation Fund
Madison High Quality Bond Fund ClassY	1,410,475	–	332,186	1,078,289	$	11,904,312	$	58,062		$	62,348
Madison Core Bond Fund Class Y	3,502,719	493,709	–	3,996,428		40,843,490		–			459,465
Madison Corporate Bond Fund ClassY	–	481,207	–	481,207		5,548,316		–			28,059
Madison High Income Fund ClassY	997,754	–	490,137	507,617		3,482,251		716,588			139,466
Madison Large Cap Value Fund ClassY	2,603,004	215,005	200,392	2,617,617		50,101,189		737,363			–
Madison Investors Fund ClassY	1,408,146	104,571	206,523	1,306,194		32,106,243		768,137			–
Madison Large Cap Growth Fund ClassY	1,726,206	63,887	253,171	1,536,922		34,980,340		1,645,108			–
Madison Mid Cap Fund ClassY	1,557,029	154,403	306,960	1,404,472		13,749,783		664,902			–
Madison Small Cap Fund Class Y	339,648	–	339,648	–		–		2,429,094			–
Madison NorthRoad International Fund ClassY	1,094,129	78,989	96,906	1,076,212		13,549,510		183,845			–
Madison International Stock Fund ClassY	617,093	37,147	250,266	403,974		5,696,039		1,379,585			–

Totals					$	211,961,473	$	8,582,684		$	689,338

Aggressive Allocation Fund
Madison Core Bond Fund Class Y	–	708,801	1,938	706,863	$	7,224,140	$	(77	)	$	64,088
Madison High Income Fund ClassY	110,764	–	110,764	–		–		(23,032	)		4,641
Madison Large Cap Value Fund ClassY	1,197,778	65,861	98,438	1,165,201		22,301,956		427,829			–
Madison Investors Fund ClassY	658,131	23,665	71,116	610,680		15,010,504		210,410			–
Madison Large Cap Growth Fund ClassY	813,620	40,152	119,474	734,298		16,712,624		840,107			–
Madison Mid Cap Fund ClassY	1,166,027	42,781	480,111	728,697		7,133,942		1,380,787			–
Madison Small Cap Fund Class Y	146,980	–	146,980	–		–		1,017,216			–
Madison NorthRoad International Fund ClassY	406,344	51,343	56,252	401,435		5,054,072		106,886			–
Madison International Stock Fund ClassY	302,943	28,932	125,444	206,431		2,910,683		479,666			–

Totals					$	76,347,921	$	4,439,792		$	68,729

¹Distributions received include distributions from net investment income and from capital gains, if any, from the underlying funds.

11. SUBSEQUENT EVENTS

All Matters

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issue. No other events have taken place that meet the definition of subsequent event that require adjustment to, or disclosure in the financial statements.

Ultra Series Fund | June 30, 2014

Other Information (unaudited)

FUND EXPENSES PAID BY SHAREHOLDERS

As a shareholder of the Funds, you pay no transaction costs, but do incur ongoing costs which include management fees; disinterested trustee fees; brokerage commissions and other expenses incurred in connection with the acquisition or disposition of investments; costs of borrowing money; expenses for independent audits, taxes, and extraordinary expenses as approved by a majority of the disinterested trustees. The examples in the table that follows are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples below are based on an investment of $1,000 invested for the six-month period ended June 30, 2014. Expenses paid during the period in the table below are equal to each Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half fiscal year period).

Actual Expenses

The table below provides information about actual account values using actual expenses and actual returns for the Funds. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table for the Fund you own under the heading entitled “Actual” to estimate the expenses you paid on your account during this period.

		CLASS I			CLASS II

	Beginning	Ending	Annual	Expenses	Ending	Annual	Expenses
	Account	Account	Expense	Paid During	Account	Expense	Paid During
Fund	Value	Value	Ratio	Period	Value	Ratio	Period

Conservative Allocation	$1,000	$1,043.00	0.31%	$1.57	$1,041.70	0.56%	$2.83
Moderate Allocation	1,000	1,048.00	0.31%	1.57	1,046.70	0.56%	2.84
Aggressive Allocation	1,000	1,053.30	0.31%	1.58	1,052.00	0.56%	2.85
Money Market	1,000	1,000.00	0.09%	0.45	1,000.00	0.09%	0.45
Core Bond	1,000	1,036.90	0.57%	2.88	1,035.60	0.82%	4.14
High Income	1,000	1,048.40	0.77%	3.91	1,047.10	1.02%	5.18
Diversified Income	1,000	1,047.70	0.71%	3.60	1,046.40	0.96%	4.87
Large Cap Value	1,000	1,083.40	0.61%	3.15	1,082.10	0.86%	4.44
Large Cap Growth	1,000	1,050.50	0.81%	4.12	1,049.20	1.06%	5.39
Mid Cap	1,000	1,033.20	0.91%	4.59	1,031.90	1.16%	5.84
Small Cap	1,000	1,017.40	1.12%	5.60	1,016.20	1.37%	6.85
International Stock	1,000	1,051.20	1.17%	5.95	1,049.90	1.42%	7.22
Madison Target Retirement 2020	1,000	1,045.00	0.30%	1.52
Madison Target Retirement 2030	1,000	1,050.70	0.30%	1.53
Madison Target Retirement 2040	1,000	1,052.70	0.30%	1.53
Madison Target Retirement 2050	1,000	1,053.80	0.30%	1.53

Ultra Series Fund | June 30, 2014

Other Information (unaudited)

Hypothetical Example for Comparison Purposes

The table also provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare the 5% hypothetical example of the Funds you own with the 5% hypothetical examples that appear in the shareholder reports of other similar funds.

		CLASS I			CLASS II

	Beginning	Ending	Annual	Expenses	Ending	Annual	Expenses
	Account	Account	Expense	Paid During	Account	Expense	Paid During
Fund	Value	Value	Ratio	Period	Value	Ratio	Period

Conservative Allocation	$1,000	$1,023.26	0.31%	$1.56	$1,022.02	0.56%	$2.81
Moderate Allocation	1,000	1,023.26	0.31%	1.56	1,022.02	0.56%	2.81
Aggressive Allocation	1,000	1,023.26	0.31%	1.56	1,022.02	0.56%	2.81
Money Market	1,000	1,024.35	0.09%	0.45	1,024.35	0.09%	0.45
Core Bond	1,000	1,021.97	0.57%	2.86	1,020.73	0.82%	4.11
High Income	1,000	1,020.98	0.77%	3.86	1,019.74	1.02%	5.11
Diversified Income	1,000	1,021.27	0.71%	3.56	1,020.03	0.96%	4.81
Large Cap Value	1,000	1,021.77	0.61%	3.06	1,020.53	0.86%	4.31
Large Cap Growth	1,000	1,020.78	0.81%	4.06	1,019.54	1.06%	5.31
Mid Cap	1,000	1,020.28	0.91%	4.56	1,019.04	1.16%	5.81
Small Cap	1,000	1,019.24	1.12%	5.61	1,018.00	1.37%	6.85
International Stock	1,000	1,018.99	1.17%	5.86	1,017.75	1.42%	7.10
Madison Target Retirement 2020	1,000	1,023.31	0.30%	1.51
Madison Target Retirement 2030	1,000	1,023.31	0.30%	1.51
Madison Target Retirement 2040	1,000	1,023.31	0.30%	1.51
Madison Target Retirement 2050	1,000	1,023.31	0.30%	1.51

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any separate account fees, charges, or expenses imposed by the variable annuity or variable life insurance contracts, or retirement pension plans that use the Funds. The information provided in the hypothetical example table is useful in comparing ongoing Fund costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these fees, charges or expenses were included, your costs would have been higher.

AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available to shareholders at no cost on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. More information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090. Form N-Q and other information about the Trust are available on the EDGAR database on the SEC’s Internet site at www.sec.gov. Copies of this information may also be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.

Ultra Series Fund | June 30, 2014

Other Information (unaudited)

PROXY VOTING POLICIES, PROCEDURES AND RECORDS

A description of the policies and procedures used by the Trust to vote proxies related to portfolio securities is available to shareholders at no cost on the SEC’s website at www.sec.gov and is also located in the Funds’ Statement of Additional Information. The proxy voting records for the Trust for the most recent twelve-month period ended June 30 are available to shareholders at no cost on the SEC’s website at www.sec.gov.

FORWARD-LOOKING STATEMENT DISCLOSURE

One of our most important responsibilities as investment company managers is to communicate with shareholders in an open and direct manner. Some of our comments in our letters to shareholders are based on current management expectations and are considered“forward-looking statements.”Actual future results, however, may prove to be different from our expectations. You can identify forward-looking statements by words such as “estimate,”” may,““ will,”” expect, ““believe,”” plan”and other similar terms. We cannot promise future returns. Our opinions are a reflection of our best judgment at the time this report is compiled, and we disclaim any obligation to update or after forward-looking statements as a result of new information, future events, or otherwise.

SEC File Number: 811-04815

Item 2. Code of Ethics.

Not applicable in semi-annual report.

Item 3. Audit Committee Financial Expert.

Not applicable in semi-annual report.

Item 4. Principal Accountant Fees and Services.

Not applicable in semi-annual report.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments

Included in report to shareholders (Item 1) above.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Included in report to shareholders (Item 1) above. Otherwise, no changes. The Trust does not normally hold shareholder meetings.

Item 11. Controls and Procedures.

(a) The Trust’s principal executive officer and principal financial officers determined that the Trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 within 90 days of the date of this report. There were no significant changes in the Trust’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. The officers identified no significant deficiencies or material weaknesses.

(b) There were no changes in the Trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Not applicable in semi-annual report. (The code was previously filed with the registrant’s Annual Report dated December 31, 2013).

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Act.

(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ultra Series Fund

By: (signature)

W. Richard Mason, Chief Compliance Officer
Date: August 25, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By: (signature)

Katherine L. Frank, Principal Executive Officer
Date: August 25, 2014

By: (signature)

Greg Hoppe, Principal Financial Officer
Date: August 25, 2014