Ultra Series Fund DEFR14ARevised proxy

September 26, 2023

Dear Beneficial Owner of Shares:

You are receiving these materials because you are the owner of a variable annuity contract or variable life insurance policy issued by CMFG Life Insurance Company (“CMFG Life”) entitled to give voting instructions in connection with certain separate accounts established by CMFG that invest in, or another beneficial owner of, shares of one or more of the following series of investment portfolios of Ultra Series Fund (the “Trust”): Conservative Allocation Fund, Moderate Allocation Fund, Aggressive Allocation Fund, Core Bond Fund, High Income Fund, Diversified Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Fund, and/or International Stock Fund (individually, a “Fund” and, collectively, the “Funds”).

The Board of Trustees of the Trust has called a special meeting of shareholders of the Funds to be held at the offices of the Trust’s investment adviser, Madison Asset Management, LLC (the “Adviser”), 550 Science Drive, Madison, Wisconsin 53711, on November 13, 2023, at 9:00 a.m. local time (the “Meeting”). The purpose of the Meeting is to: (1) approve a new management agreement between the Trust, on behalf of the Funds, and the Adviser; and (2) approve the appointment of one interested trustee to the Board of Trustees of the Trust.

As discussed in more detail in the enclosed Proxy Statement, the existing management agreement between the Trust and the Adviser is expected to terminate on December 1, 2023 due to a proposed change of control of Madison Investment Holdings, Inc. (“MIH”), the parent company of the Adviser. As part of MIH’s succession plan, MIH intends to buy back a controlling interest in MIH from Frank Burgess, the founder of the firm and controlling shareholder of MIH (the “Transaction”). The change in control resulting from the Transaction will constitute an “assignment” of the existing management agreement between the Trust and the Adviser within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). Because an investment advisory agreement, like the management agreement, automatically terminates upon its “assignment” under the applicable provisions of the 1940 Act, the change in control will terminate the existing management agreement entered into by the Trust on behalf of each Fund and require that shareholders approve a new management agreement for the Funds. The investment

management and other services to be provided by the Adviser under the new management agreement are substantially similar to the services provided under the existing management agreement, and no changes in fees will result from the new agreement. Moreover, the Transaction is not expected to change in any way the Funds’ day-to-day operations and the Funds’ investment objectives and strategies will remain the same. Key management personnel are not expected to change, and the current portfolio managers will continue to manage the Funds.

In addition to approving the new management agreement, shareholders are also being asked to approve the appointment of one trustee to the Board of Trustees. Currently, Paul Lefurgey serves as an “interested trustee” on the Board of Trustees. He is considered “interested” because of his employment with the Adviser. Mr. Lefurgey has informed the Board of his intention to step down from the Board effective November 2, 2023, and recommended that Jill Friedow, the Director of Operations for MIH and the Adviser, succeed him on the Board as an interested trustee. The Board of Trustees approved Ms. Friedow’s nomination and appointment to the Board and is seeking shareholder approval for her appointment as an interested trustee.

The question-and-answer section that follows discusses the proposals that require shareholder approval. The Proxy Statement itself provides greater detail about the proposals.

Your voting instructions are important. Whether or not you plan to attend the Meeting in person, we need your voting instructions. You may provide your voting instructions using one of the following options:

Whichever method you choose, please be sure to provide your voting instructions as soon as possible. Even if you plan to attend the Meeting, we ask that you provide your voting instructions now using one of the methods discussed above.

Thank you for your response and for your continued investment in the Funds.

To the owners of variable annuity contracts and variable life insurance policies (collectively, “variable contracts”) issued by CMFG Life Insurance Company (“CMFG Life”) entitled to give voting instructions in connection with certain separate accounts established by CMFG Life that invest in, and other beneficial owners of, shares of one or more of the following series of investment portfolios of Ultra Series Fund (the “Trust”): Conservative Allocation Fund, Moderate Allocation Fund, Aggressive Allocation Fund, Core Bond Fund, High Income Fund, Diversified Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Fund, and/or International Stock Fund (individually, a “Fund” and, collectively, the “Funds”) –

By Order of the Board of Trustees,

The Board of Trustees (the “Board”) of Ultra Series Fund (the “Trust”) is furnishing this Proxy Statement to owners of variable annuity contracts and variable life insurance policies (collectively, “variable contracts”) issued by CMFG Life Insurance Company (“CMFG Life”) entitled to give voting instructions in connection with certain separate accounts established by CMFG Life that invest in, and other beneficial owners of, shares of one or more of the following series of investment portfolios of the Trust: Conservative Allocation Fund, Moderate Allocation Fund, Aggressive Allocation Fund, Core Bond Fund, High Income Fund, Diversified Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Fund, and/or International Stock Fund (individually, a “Fund” and, collectively, the “Funds”). –

This Proxy Statement is being furnished to solicit voting instructions from variable contract owners and other beneficial owners of the Funds for a special meeting of shareholders to be held on November 13, 2023, at 9:00 a.m., local time, at 550 Science Drive, Madison, Wisconsin 53711 (the “Meeting”). The Trust is a Massachusetts business trust and registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Proposals described in this Proxy Statement that require shareholder approval are as follows:

Variable contract owners with amounts allocated to CMFG Life separate account subaccounts investing in the Funds and other beneficial owners of the Funds as of the close of business on September 15, 2023 are entitled to notice of the Meeting and have the right to provide voting instructions with respect to the Proposals. We anticipate that the Notice of Special Meeting of Shareholders and the accompanying Proxy Statement and voting instruction form will be mailed beginning on or about October 2, 2023.

Please read the Proxy Statement before providing voting instructions on the Proposals. If you need additional copies of this Proxy Statement or voting instruction form, please contact our proxy solicitor, Computershare, toll-free at 1-866-905-8143. Additional copies of this Proxy Statement will be delivered to you promptly upon request.

For a free copy of the Funds’ Annual Report to Shareholders for the fiscal year ended December 31, 2022, or the most recent Semi-Annual Report for the six-months ended June 30, 2023, please contact the Trust via telephone, toll-free at 1-800-767-0300, or via mail to the Adviser at 550 Science Drive, Madison, Wisconsin 53711.

Proposal 1 relates to the approval of a new management agreement between the Trust, on behalf of each Fund, and the Adviser (the “New Management Agreement”). The Adviser is a wholly owned subsidiary of Madison Investment Holdings, Inc. (“MIH”), which itself is 100% employee owned. As part of MIH’s succession plan, MIH intends to buy back a controlling interest in MIH from Frank Burgess, the founder, Chairman of the Board and controlling shareholder of MIH (the “Transaction”). Following the Transaction, MIH will continue to be 100% employee owned, with no one person controlling more than 25% of its outstanding voting stock, and Mr. Burgess will continue in his role as Chairman of the MIH Board of Directors. Mr. Burgess is not currently, nor is he expected to become, a member of the Board of Trustees or an officer of the Trust.

The Transaction will result in a direct change of control of MIH and an indirect change of control of the Adviser, and will constitute an “assignment” of the existing management agreement between the Trust and the Adviser (the “Existing Management Agreement”), within the meaning of the 1940 Act. An investment advisory agreement, like the Existing Management Agreement, automatically terminates upon its “assignment” under the applicable provisions of the 1940 Act. Accordingly, shareholders of each Fund are being asked to approve the New Management Agreement for their Fund, to take effect upon the consummation of the change of control, which is expected to occur on or about December 1, 2023.

The Board, the majority of whom are not “interested persons” of the Trust as defined in the 1940 Act (the “Independent Trustees”), approved the New Management Agreement at a special meeting held on September 11, 2023. The New Management Agreement is expected to become effective following the closing of the Transaction, subject to approval by shareholders of each Fund at the Meeting. To avoid disruption of the Funds’ investment management program and the other services currently provided to the Funds by the Adviser, at that same meeting, the Board also approved an interim management agreement (the “Interim Management Agreement”) between the Trust, with respect to each Fund, and the Adviser, which will be effective with respect to one or more Funds only if shareholder approval of the New Management Agreement is not received as of the date of the Meeting, and then, only for a period of up to 150 days following the close of the Transaction. If needed, the Interim Management Agreement, which meets the requirements of Rule 15a-4 under the 1940 Act, provides the affected Funds with uninterrupted investment management and other services while the Trust continues to solicit proxies from shareholders. If the New Management Agreement is approved by shareholders of each Fund at the Meeting, there will be no need for the Interim Management Agreement, and it will terminate in accordance with its terms. The terms of the Interim Management Agreement are the same as those of the Existing Management Agreement, except for the effective date and termination date. Additionally, under the Interim Management Agreement and in order to comply with Rule 15a-4, fees earned by the Adviser would be held in an interest-bearing escrow account until shareholders approve the New Management Agreement. The Interim Management Agreement does not require shareholder approval.

The investment management and other services to be provided by the Adviser under the New Management Agreement are substantially similar to the services provided under the Existing Management Agreement, and no changes in fees will result from the new agreement. Moreover, the Transaction is not expected to change in any way the Funds’ day-to-day operations and the Funds’ investment objectives, strategies, principal risks, and portfolio managers will remain the same. Likewise, the Transaction will not result in any changes to the organization or structure of the Funds or in any of the other services provided to the Funds. The Funds will continue to employ the same independent registered public accounting firm, administrator, transfer agent, custodian and distributor as currently utilized by the Funds.

The New Management Agreement must be approved by shareholders of each Fund, voting separately. If the New Management Agreement is approved by shareholders of each Fund, the Adviser will serve as the investment adviser to the Funds and provide the other services described therein for an initial two-year period from the effective date of the New Management Agreement. If shareholders of one or more Funds do not approve the New Management Agreement prior to the expiration of the 150-day term of the Interim Management Agreement, the Board of Trustees will consider other alternatives and will make such arrangements for the management of the investments of the affected Funds as it deems appropriate and in the best interests of the shareholders of the Funds, including, without limitation, liquidation of the Fund.

The Existing Management Agreement was most recently renewed by the Board of Trustees at a meeting held on August 8, 2023. The Existing Management Agreement was last approved by shareholders of each Fund at a special meeting held on June 25, 2009.

meetings and furnish oral or written reports, as the Trust may reasonably request. The Adviser currently provides these services, but they are not set forth with such specificity in the Existing Management Agreement. Both agreements contain an identical list further describing the services to be provided in connection with the Adviser’s obligation to manage the investment and reinvestment of the assets of each Fund.

Under the New Management Agreement, the Adviser may from time to time, contractually or voluntarily, agree to waive a portion of its unitary fee and/or reimburse a Fund’s operating expenses to ensure that the Fund’s operating expenses do not exceed certain expense limitations. Any fees waived or reimbursed are not subject to later recoupment by Adviser. In addition, under the New Management Agreement, the Adviser may also permanently reduce the amount of the unitary fee for one or more Funds under such terms as it may determine by written notice thereof to the Trust. Similar provisions are not included in the Existing Management Agreement.

At a special meeting held on September 11, 2023, the Board of Trustees, the majority of whom are Independent Trustees, considered and approved the New Management Agreement, subject to shareholder approval. The New Management Agreement was considered due to the plan by the parent company of the Adviser, MIH, to buy back a controlling interest in MIH from Frank Burgess, the founder, Chairman of the Board and controlling shareholder of MIH. Following the Transaction, MIH will continue to be 100% employee owned, with no one person controlling more than 25% of its outstanding voting stock, and Mr. Burgess will continue in his role as Chairman of the MIH Board of Directors. The Transaction, which is expected to close on or about December 1, 2023, will result in a direct change of control of MIH and an indirect change of control of the Adviser, and will constitute an “assignment” of the Existing Management Agreement between the Trust and the Adviser, within the meaning of the 1940 Act. An investment advisory agreement, like the Existing Management Agreement, automatically terminates upon its “assignment” under the applicable provisions of the 1940 Act.

In addition to the New Management Agreement, to avoid disruption of the Funds’ investment management program and the other services provided by the Adviser, at that same meeting, the Board also approved the Interim Management Agreement. The Interim Management Agreement will be effective with respect to one or more Funds only if shareholder approval of the New Management Agreement is not received as of the date of the Meeting, and then, only for a period of up to 150 days following the close of the Transaction. If needed, the Interim Management Agreement, which meets the requirements of Rule 15a-4 under the 1940 Act, provides the affected Funds with uninterrupted investment management and other services while the Trust continues to solicit proxies from shareholders. If the New Management Agreement is approved by shareholders of each Fund at the Meeting, there will be no need for the Interim Management Agreement, and it will terminate in accordance with its terms. The Interim Management Agreement does not require shareholder approval.

Like the Adviser, MFD Distributor, LLC, the principal distributor of the Funds’ shares (the “Distributor”), is a wholly-owned subsidiary of MIH. Consequently, the Transaction will result in an “assignment” of the existing distribution agreement between Trust and the Distributor which, in turn, will cause the automatic termination of the agreement under the 1940 Act. As a result, at the special Board meeting held on September 11, 2023, the Board approved a new distribution agreement between the Trust, on behalf of each Fund, and the Distributor, which is identical to the existing agreement except for the effective date. Shareholder approval of the new distribution agreement is not required.

Prior to the special Board meeting, the trustees received and considered information from the Adviser designed to provide the trustees with the information necessary to evaluate the New Management Agreement. Before voting to approve the New Management Agreement, the trustees reviewed these materials with management of the Adviser and with counsel to the Independent Trustees, and received advice from such counsel regarding the legal standards for the trustees’ consideration of the approval of the New Management Agreement. This information, together with the information provided to the Board throughout the course of the year – particularly the information provided, presentations made and discussions that transpired during and in preparation for the most

recent regular meeting of the Board of Trustees held on August 8, 2023, during which the Board reviewed and renewed the Existing Management Agreement for each Fund for another year – formed the primary (but not exclusive) basis for the Board’s determinations.

With regard to the Transaction, the trustees noted that the objective of the Transaction is to facilitate the Adviser’s succession planning by decreasing Mr. Burgess’ ownership of MIH, which will in turn increase ownership by the Adviser’s next generation of employees. The trustees also considered the fact that there will be no anticipated changes to the Funds’ day-to-day operations, investment objectives, strategies, risks or portfolio managers, and no anticipated changes to the executive management of the Adviser and/or their roles and responsibilities as a result of the Transaction. Likewise, the trustees noted that the Transaction will not result in any changes to the organization or structure of the Funds or in any of the other services provided to the Funds. The trustees also considered the fact that the Funds would not bear any costs or expenses, directly or indirectly, related to the Transaction.

In determining whether to approve the New Management Agreement, the trustees considered all factors they believed relevant, including the following with respect to each Fund: (1) the nature, extent, and quality of the investment management and other services to be provided by the Adviser with respect to the Fund; (2) the Fund’s historical performance under the management of the same portfolio managers who will continue to manage the Fund following the Transaction, and the performance of other investment accounts managed by the Adviser; (3) comparative fee and expense data for each Fund and other peer investment companies; (4) the costs of the services provided by the Adviser and the profits realized by the Adviser from those services; (5) the extent to which economies of scale may be realized as each Fund grows, and whether the unitary fee for each Fund reflects such economies of scale for the Fund’s benefit; (6) the impact to the Adviser’s operations, if any, as a result of the Transaction; and (7) other financial benefits to the Adviser resulting from services rendered to the Fund. The trustees also took into account the changes to the New Management Agreement from the Existing Management Agreement, concluding that such changes are not material and were proposed primarily to conform to the services currently provided by the Adviser, regulatory requirements, and industry best practices. The Board also considered the Adviser’s recommendation that the proposed Transaction was in the best interest of Fund shareholders because it would permit the Funds’ investment adviser to effect an orderly, well planned succession. In their deliberations, the trustees weighed to varying degrees the importance of the information provided to them, did not identify any particular information that was all-important or controlling, and considered the information and made their determinations for each Fund separately and independently of the other Funds.

Based upon the information provided to the Board of Trustees throughout the course of the year, including a presentation to the Board by representatives of the Adviser and the supporting materials provided at the September 11, 2023 special Board meeting, the Board concluded that the New Management Agreement, as it relates to each Fund, is fair and reasonable in light of the investment management and other services the Adviser performs, the unitary fees that each Fund pays, and such other matters as the trustees considered relevant in the exercise of their reasonable business judgment. The material

factors and conclusions that formed the basis of the trustees’ determination to approve the New Management Agreement are summarized below.

As it relates to the International Stock Fund in particular, they also noted the unique aspects of the securities markets applicable to this Fund so that its performance could be reviewed in context. For this Fund, the trustees considered the following additional factors as part of their review: (i) investing and trading foreign securities presents a number of risks, which can impact performance, and create performance dispersion among peers; (ii) market liquidity, individual security valuation, exchange rate, and other exogenous factors relating to global economic, political, and market events create unique considerations when assessing performance of international and foreign funds; and (iii) international and

foreign fund peer groups can vary widely based on investment strategies and styles, along with investment in foreign markets (e.g. frontier markets).

They reviewed both long-term and short-term performance and considered the effect on long-term performance that may have been attributable to any previous investment advisers/sub-advisers/portfolio managers to any Fund or to a different investment strategy. They recognized that the performance data reflects a snapshot in time and considered that a different performance period could generate significantly different results. Further, they noted that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance.

The trustees also noted that on a quarterly basis, they review detailed information for each Fund, including investment performance results, portfolio composition and investment philosophies, processes, and strategies. In addition, they considered the Adviser’s quarterly portfolio commentary and discussion of each Fund’s performance, as well as the overviews provided by the Adviser’s Investment Strategy Oversight Committee. They also considered whether any relative underperformance was appropriate in view of the Adviser’s conservative investment philosophy. The trustees noted the type of market environments that favor the Funds’ strategies and discussed the Funds’ performance in such market environments. Representatives of the Adviser discussed with the trustees the methodology for arriving at benchmark indices and peer groups used for performance comparisons which, with respect to peer groups, followed the same process as the prior year. The trustees also considered that sometimes, the Morningstar categories the Funds fall into do not precisely match a Fund’s investment strategy and philosophy.

Based on their review, the trustees determined that, given the totality of the above factors and considerations, each Fund’s overall investment performance had been satisfactory.

the similarities and differences between the services that the various Funds require. They considered that, if the services rendered by the Adviser to one type of client differed significantly from others, then the comparison should be given less weight. In the case of non-investment company clients for which the Adviser acts as an investment adviser, the trustees noted that the fee may be lower than the fee charged to one or more Funds. The trustees noted too the various administrative, operational, compliance, legal and corporate communication services required to be handled by the Adviser under both the Existing Management Agreement and the New Management Agreement, which are performed for investment company clients but are not typically performed for non-investment company clients.

The trustees compared each Fund’s total expense ratio and unitary fee to those of comparable funds with similar investment objectives and strategies. The trustees noted the relatively simple expense structure applicable to the Funds, which consists of a unitary fee, plus expenses for Independent Trustee compensation and audit fees which are not covered by the unitary fee. Given this, the trustees noted that examination of each Fund’s total expense ratio compared to those of other investment companies was more meaningful than a simple comparison of basic “investment management only” fee schedules. As a result, the trustees reviewed total expense ratios paid by other funds with similar investment objectives and asset size, recognizing that such a comparison, while not dispositive, was an important consideration. The trustees also considered the Expense Limitation Agreement, pursuant to which the Adviser has contractually agreed to waive its unitary fees and/or reimburse expenses of each Fund to the extent necessary to limit each class of each Fund’s total operating expenses as specified in the Funds’ prospectus, for a period of no less than two years from the effective date of the New Management Agreement.

In addition, the trustees recognized that because certain of the Funds invest in other registered investment companies also managed by the Adviser, the Adviser receives fees from both the Fund and the underlying registered investment company. The trustees were satisfied in this regard that the Adviser provides separate services to each Fund and the underlying registered investment company in which each such Fund invests in exchange for the fees received.

While recognizing that it is difficult to compare fees because the scope of services provided may vary from one investment adviser to another and from one client to another, the trustees concluded that the Adviser’s unitary fee with respect to each Fund is reasonable.

paid in whole or in part from revenue generated by management of other client assets managed by the Adviser, including the Funds as a consolidated family of investment companies. The trustees noted that total assets managed by the Adviser and its affiliates were approximately $22 billion as of May 31, 2022, and approximately $22.1 billion as of May 31, 2023. As a result, although the fees paid by an individual Fund at its present size might not be sufficient to profitably support a stand-alone Fund, each Fund is reasonably profitable to the Adviser as part of its larger, diversified organization. In sum, the trustees recognized that the Funds are important to the Adviser and are managed with the attention given to the Adviser’s other clients. Following their review, the trustees concluded that the costs for investment management and other services provided by, and the level of profitability to, the Adviser was reasonable considering the services provided.

Each Fund is a series of the Trust. The Trust is an open-end management investment company organized as a Massachusetts business trust which currently offers 14 separate portfolios, including the Funds. Madison Asset Management, LLC is the investment adviser to the Funds and also provides general management services to the Funds. The Adviser’s principal office is located at 550 Science Drive, Madison, Wisconsin 53711. The Trust’s

distributor, MFD Distributor, LLC, is an affiliate of the Adviser with its principal place of business located at 550 Science Drive, Madison, Wisconsin 53711. The Funds do not place any brokerage transactions with any affiliates of the Adviser.

The Trust is governed by the Board of Trustees. The Board has the duties and responsibilities set forth under the applicable laws of the State of Delaware, including but not limited to the management and supervision of the Funds. The Board of Trustees may, from time to time, include individuals who may be deemed to be affiliated with the Adviser, and thereby “interested trustees”. At all times, however, a majority of the members of the Board will not be affiliated with the Adviser and will, therefore, be Independent Trustees.

For the Funds’ last fiscal year, the Board met four times. Each current trustee attended 100% of the Board meetings and the meetings of the Board Committees on which the trustee served during such period. Shareholders wishing to communicate with the Board or individual trustees should send such correspondence to the offices of the Adviser, 550 Science Drive, Madison, Wisconsin 53711, c/o Ultra Series Fund, Secretary. Shareholder communications will be sent directly to the applicable Board member(s). The Trust currently does not have a policy with respect to Board members’ attendance at shareholder meetings.

The current members of the Board of Trustees each have experience that led the Nominating and Governance Committee (the “N&G Committee”) and the Board to the conclusion that each should serve as a member of the Board, both at the time of the person’s appointment and continuing as of the date of this Proxy Statement. Mr. Lefurgey, the sole member of the Board who is considered an “interested person” under the 1940 Act, has significant management and leadership experience in the asset management industry and currently serves as Co-Head of Investments for the Adviser and its affiliated companies, with a focus on the firm's fixed income and multi-asset solutions teams. Regarding the Independent Trustees, both trustees have substantial experience operating and overseeing a business, whether it be the management consulting business (for Mr. Riege) or the investment management business (for Mr. Struthers). As a result of this experience, each has unique perspectives regarding the operation and management of the Funds and the Board of Trustees’ oversight function. They use this collective experience to oversee the Funds for the benefit of Fund shareholders. Moreover, each of the Independent Trustees has served as a trustee of one or more registered investment companies for many years. They bring substantial and material experience and expertise to their roles as trustees of the Funds.

Officer, who reports to the Independent Trustees, provides the Board of Trustees with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Board of Trustees exercises its oversight in conjunction with the Adviser, the Trust’s Chief Compliance Officer, Fund counsel and counsel to the Independent Trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds’ independent public accountants. The Board’s committee structure requires an Independent Trustee to serve as Chair of the N&G Committee as well as the Audit Committee.

Given the small size of the Board of Trustees, its Committee structure led by Independent Trustees, the openness of Board meetings to active input by all Board members, its utilization of executive sessions, the role of the Lead Independent Trustee and its quarterly focus on compliance and risk management, the Board of Trustees has determined that its current leadership structure is adequate for the protection of Fund investors.

Deloitte billed the Trust aggregate fees for services rendered for the last two fiscal years as follows:

During the fiscal years ended December 31, 2022, and 2021, the aggregate non-audit fees (exclusive of the “tax fees” included in the table above) billed by Deloitte for other professional services rendered to the Trust, the Affiliated Funds, the Adviser and entities controlling, controlled by or under common control with the Adviser that provided ongoing services to the Trust, were $0 and $0, respectively.

CMFG Life will vote the shares of the Funds held by its separate accounts at the Meeting in accordance with timely instructions received from persons entitled to give voting instructions under the variable contracts. CMFG Life will also vote shares (i) held in its own name or that of its affiliates and (ii) held by a separate account for which it does not receive timely voting instructions in the same proportion as those shares for which it does receive timely voting instructions from variable contract owners, sometimes called “echo voting”. As a result, a relatively small number of contract owners can determine the outcome of the vote.

The number of shares of each Fund for which a variable contract owner may give voting instructions is equal to the number of shares, or fraction of shares, held in the separate account attributable to the owner’s variable contract on September 15, 2023, the Record Date. Each holder of a share shall be entitled to one vote for each dollar of net asset value as of the Record Date, and fractional votes are counted.

If a voting instruction form is received that does not specify a choice, its timely receipt will be considered as an instruction to vote in favor of all the Proposals.

In certain circumstances, CMFG Life has the right to disregard voting instructions from certain variable contract owners, although CMFG Life does not believe that these circumstances exist with respect to the matters currently before shareholders. Beneficial owners may revoke voting instructions at any time prior to the Meeting by notifying the Funds in writing, as follows: Ultra Series Fund, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, WI 53711, Attention: Legal Department.

CMFG Life does not require that a specific number of variable contract owners submit voting instructions before CMFG Life will vote the shares of the Funds held by its respective separate accounts at the Meeting. Instead, CMFG Life, in its sole discretion, will vote the shares of the Funds held by its separate accounts at the Meeting after consideration of such factors as (i) the percentage of votes represented by voting instructions received by CMFG Life, and (ii) the percentage of variable contracts represented by voting instructions received by CMFG Life.

As of the Record Date, the following shares of each Fund were issued and outstanding:

Shareholders have no rights under applicable law or the Trust’s Declaration of Trust to exercise dissenters’ rights of appraisal with respect to the Proposals.

The SEC has adopted rules that permit investment companies, such as the Trust, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” could result in extra convenience and cost savings for the Funds and their shareholders.

If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate voting instruction forms. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call CMFG Life Insurance Company toll-free at 1-800-356-2644.

The Trust does not hold annual shareholders meetings, except to the extent that such meetings may be required under the 1940 Act or state law. Shareholders who wish to submit proposals for inclusion in the proxy statement for a subsequent shareholder meeting should send their written proposals to the Trust’s Secretary at the address set forth on the cover of this Proxy Statement within a reasonable time before the Trust begins to print and send its proxy materials. Any shareholder proposal that is not submitted before the Trust sends out its proxy materials will be considered untimely and will not be included in the proxy materials. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Trust’s governing documents.

A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of a Fund. A control person is any person who owns beneficially or through controlled companies more than 25% of the outstanding shares of a Fund or acknowledges the existence of control. A control person possesses the ability to control the outcome of matters submitted for shareholder vote by a Fund.

Shares of the Funds are only offered for sale to separate accounts of, and qualified pension and retirement plans offered by, CMFG Life and/or its affiliates. The separate accounts of CMFG Life issue variable annuity and life insurance contracts to policy owners.

The following table sets forth 5% or more beneficial ownership (unless otherwise stated) of shares of each class of each Fund through its ownership in one of the separate accounts of CMFG Life, as of the Record Date.