SEC Division of Investment Management staff letter: Madison Asset Management, LLC, et al.

eP~~ o Investment Advisors, Inc.
BY OVERNIGHT DELIVERY
June 29, 2009
Michael W. Mundt, Assistant Director

Office ofInvestment Company Regulation

Division ofInvestment Management

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4041
Re: Madison Asset Management, LLC et al.
Dear Mr. Mundt:
The undersigned, on behalf of Madison Asset Management, LLC ("Madison"), MEMBERS Mutual Funds and the Ultra Series Fund (together with MEMBERS Mutual Funds, the "Funds"), requests that the Staff ofthe Division ofInvestment Management ofthe Securities and Exchange Commis￾sion (the "Commission") advise us that it will not recommend that the Commission take anyen￾forcement action under Sections 12(d)(l)(A) and (B), 15(a), and 17(a) ofthe Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 18f-2 under the 1940 Act, under the circum￾stances described below. . Summary and Background MEMBERS Capitol Advisors, Inc. ("MCA") entered into an agreement with Madison pursuant to which MCA intends to transfer the assets ofits investment advisory business to Madison (the trans￾fer of such business is referred to herein as the "Transfer"). MCA currently serves as the investment advisor to the Funds. The consummation ofthe Transfer is currently anticipated to occur after close of business on June 30, 2009 when investment advisory agreements between the Funds and Madi￾son will become effective. MCA and the Funds currently engage in certain activities in reliance on two exemptive orders described below ("Existing Orders"). Madison, which is not covered by the Existing Orders, has filed two applications with the Commission requesting exemptive orders ("Re￾quested Orders") that would effectively continue the relief granted in the Existing Orders. Because the Requested Orders have not yet been issued and in order to pennit Madison to engage in activi￾ties similar to those which were the subject ofthe Existing Orders obtained by MCA and the Funds, Madison is seeking a no-action position as it pertains to the following Existing Orders:
Investment Company Act Release No. 23400
The Funds and MCA (then known as CIMCO, Inc.) filed an application on June 20, 1997, and amendments on May 28, 1998 and August 11, 1998 requesting an order under section 6(c) ofthe 1940 Act for an exemption from section 15(a) of the 1940 Act and rule 18f-2. The Commission 550 Science Drive. Madison, WI 53711 c phone 608 274-0300 800 767-0300 • fax 608 274-7905 madisonadv.com