Form 485BPOS ULTRA SERIES FUND
As filed with Securities and Exchange Commission on April 29, 2026
File Nos. 002-87775 and 811-04815
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Registration Statement Under the Securities Act of 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 80 [X]
and/or
Registration Statement Under the Investment Company Act of 1940 [X]
Amendment No. 82 [X]
550 Science Drive
Madison, WI 53711
(800) 767-0300
(Registrant’s Exact Name, Address and Telephone Number)
Steven J. Fredricks
Chief Legal Officer & Chief Compliance Officer
Madison Asset Management, LLC
550 Science Drive
Madison, WI 53711
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on May 1, 2026 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
ULTRA SERIES FUND
Prospectus
-
| Allocation Funds | Income Funds
|
Stock Funds
|
| Conservative Allocation Fund | Core Bond Fund | Large Cap Value Fund |
| Class I | Class I | Class I |
| Class II | Class II | Class II |
| Moderate Allocation Fund | Large Cap Growth Fund | |
| Class I | Class I | |
| Class II | Class II | |
| Aggressive Allocation Fund | Mid Cap Fund | |
| Class I | Class I | |
| Class II | Class II | |
| Diversified Income Fund | ||
| Class I | ||
| Class II |
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the shares in these Funds, nor does the Commission guarantee the accuracy or adequacy of the prospectus. Any statement to the contrary is a criminal offense.
(This page left intentionally blank).
ULTRA SERIES FUND
TABLE OF CONTENTS
Please note that an investment in any of these funds is not a deposit in a financial institution and is neither insured nor endorsed in any way by any financial institution or government agency.
(This page left intentionally blank).
FUND SUMMARY
The Conservative Allocation Fund seeks income, capital appreciation and relative stability of value.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | |
|
| Distribution and/or Service (Rule 12b-1) Fees | | |
| Other Expenses | |
|
| Acquired Fund Fees and Expenses1 | |
|
| Total Annual Fund Operating Expenses2 | |
|
1Fees and expenses incurred indirectly by the Fund as a result of investing in the shares of one or more underlying funds.
2
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
1
The
Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange
(exchange traded funds or “ETFs”) (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.
| - | Bond Funds: | 62.8% |
| - | Foreign Stock Funds: | 10.2% |
| - | Short-Term Investments: | 7.7% |
| - | Stock Funds: | 24.8% |
| - | Net Other Assets and Liabilities: | (5.5)% |
With regard to investments in debt securities, Madison’s bias is toward securities with intermediate and short-term maturities. As of December 31, 2025, the weighted average duration of the Fund’s debt portfolio was 5.59 years.
Madison may employ multiple analytical approaches to determine the appropriate asset allocation for the Fund, including:
| ● | Macroeconomic analysis. This approach analyzes high frequency economic and market data across the global markets in an effort to identify attractive investment opportunities in countries, regions and/or asset classes. |
| ● | Fundamental analysis. This approach reviews fundamental asset class valuation data to determine the absolute and relative attractiveness of existing and potential investment opportunities. |
| ● | Correlation analysis. This approach 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 and return profile. |
| ● | Scenario analysis. This approach analyzes historical and expected return data to model how individual asset classes and combinations of asset classes would affect the Fund under different economic and market conditions. |
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.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and 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.
Interest Rate Risk. The Fund, through the underlying funds, is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk. The Fund, through the underlying funds, is also subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
2
Non-Investment Grade Security Risk. The Fund, through the underlying funds, may invest in non-investment grade securities (i.e., “junk” bonds). Issuers of non-investment grade securities are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Equity Risk. The Fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
ETF Risks. The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security Risk. Investments of underlying funds that invest in foreign securities involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Market Risk. While the majority of the Fund’s assets will typically be invested in underlying funds that invest primarily in debt securities, to the extent that the Fund invests in underlying funds that invest in equities, the Fund is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements.
Madison waived 0.10% of the 0.30% annualized management fee for the period July 1, 2014 through April 30, 2022. If the management fee had not been waived, returns would have been lower.
| | ||
| - |
3
Average Annual Total Returns1
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares 1 | |||
| Class II Shares 1 | |||
| ICE BofA U.S. Corporate, Government & Mortgage Index2 (reflects no deduction for sales charges, account fees, expenses or taxes) 1 2 | - |
||
| Bloomberg U.S. Aggregate Bond Index3 1 3 | ( |
||
| Conservative
Allocation Fund Custom Index4 |
1 Fund returns are calculated after fund expenses have been subtracted and assume that dividends and capital gains are reinvested in additional shares of a fund. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investment return and principal value will fluctuate, so an investor’s shares, when redeemed, may be worth more or less than original cost. Further information relating to the fund’s performance is contained in the prospectus and at www.madisonfunds.com/funds/ultra-series-fund. The Fund’s past performance is not indicative of future performance.
2 The ICE BofA 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.
3 The Bloomberg US Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, US dollar-denominated, fixed-rate taxable bond market.
4 The Conservative Allocation Fund Custom Index consists of 65% Bloomberg U.S. Aggregate Bond Index, 24.5% Russell 3000® Index, and 10.5% MSCI ACWI ex-USA Index (net).
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager) and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Ryan has served in this capacity since January 2008 and Mr. Dybdahl has served in this capacity since February 2023.
Purchase and Sale of Fund Shares
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 (“CMFG Life Plans”). Investments in the Fund by CMFG Life Accounts are made through variable annuity or variable life insurance contracts (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
4
FUND SUMMARY
The Moderate Allocation Fund seeks capital appreciation, income and moderate market risk.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | |
|
| Distribution and/or Service (Rule 12b-1) Fees | | |
| Other Expenses | |
|
| Acquired Fund Fees and Expenses1 | |
|
| Total Annual Fund Operating Expenses2 | |
|
1Fees and expenses incurred indirectly by the Fund as a result of investing in the shares of one or more underlying funds.
2
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
The
Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange
(exchange traded funds or “ETFs”) (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.
5
| - | Bond Funds: | 37.6% |
| - | Foreign Stock Funds: | 18.8% |
| - | Short-Term Investments: | 9.7% |
| - | Stocks Funds: | 41.9% |
| - | Net Other Assets and Liabilities: | (8.0)% |
With regard to investments in debt securities, Madison’s bias is toward securities with intermediate and short-term maturities. As of December 31, 2025, the weighted average duration of the Fund’s debt portfolio was 5.63 years.
Madison may employ multiple analytical approaches to determine the appropriate asset allocation for the Fund, including:
| ● | Macroeconomic analysis. This approach analyzes high frequency economic and market data across the global markets in an effort to identify attractive investment opportunities in countries, regions and/or asset classes. |
| ● | Fundamental analysis. This approach reviews fundamental asset class valuation data to determine the absolute and relative attractiveness of existing and potential investment opportunities. |
| ● | Correlation analysis. This approach 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 and return profile. |
| ● | Scenario analysis. This approach analyzes historical and expected return data to model how individual asset classes and combinations of asset classes would affect the Fund under different economic and market conditions. |
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.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and 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.
Equity Risk. The Fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Interest Rate Risk. The Fund, through the underlying funds, is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk. The Fund, through the underlying funds, is also subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
6
Non-Investment Grade Security Risk. The Fund, through the underlying funds, may invest in non-investment grade securities (i.e., “junk” bonds). Issuers of non-investment grade securities are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
ETF Risks. The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security Risk. Investments in foreign securities involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Market Risk. The Fund, through the underlying funds, is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements. Certain of the underlying funds may invest in the equity securities of smaller companies, which may fluctuate more in value and be more thinly traded than the general market.
Madison waived 0.10% of the 0.30% annualized management fee for the period July 1, 2014 through April 30, 2022. If the management fee had not been waived, returns would have been lower.
| | ||
| - |
7
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Class II Shares | |||
| S&P 500® Index (reflects no deduction for sales charges, account fees, expenses or taxes) | |||
| Moderate
Allocation Fund Custom Index1 |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager) and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Ryan has served in this capacity since January 2008 and Mr. Dybdahl has served in this capacity since February 2023.
Purchase and Sale of Fund Shares
Class I and II shares of the Fund are offered to separate accounts of CMFG Life, 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 (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
8
FUND SUMMARY
The Aggressive Allocation Fund seeks capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | |
|
| Distribution and/or Service (Rule 12b-1) Fees | | |
| Other Expenses | |
|
| Acquired Fund Fees and Expenses1 | |
|
| Total Annual Fund Operating Expenses2 | |
|
| 1 |
| 2 |
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
9
The
Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange
(exchange traded funds or “ETFs”) (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.
| - | Bond Funds: | 18.1% |
| - | Foreign Stock Funds: | 25.0% |
| - | Short-Term Investments: | 13.1% |
| - | Stocks Funds: | 55.6% |
| - | Net Other Assets and Liabilities: | (11.8)% |
With regard to investments in debt securities, Madison’s bias is toward securities with intermediate and short-term maturities. As of December 31, 2025, the weighted average duration of the Fund’s debt portfolio was 5.61 years.
Madison may employ multiple analytical approaches to determine the appropriate asset allocation for the Fund, including:
| ● | Macroeconomic analysis. This approach analyzes high frequency economic and market data across the global markets in an effort to identify attractive investment opportunities in countries, regions and/or asset classes. |
| ● | Fundamental analysis. This approach reviews fundamental asset class valuation data to determine the absolute and relative attractiveness of existing and potential investment opportunities. |
| ● | Correlation analysis. This approach 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 and return profile. |
| ● | Scenario analysis. This approach analyzes historical and expected return data to model how individual asset classes and combinations of asset classes would affect the Fund under different economic and market conditions. |
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.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and 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.
Equity Risk. The Fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Interest Rate Risk. To the extent that the Fund invests in underlying funds that invest in debt securities, the Fund will be subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
10
Credit and Prepayment/Extension Risk. The Fund, through the underlying funds, is also subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk. The Fund, through the underlying funds, may invest in non-investment grade securities (i.e., “junk” bonds). Issuers of non-investment grade securities are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
ETF Risks. The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security Risk. Investments in foreign securities involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Market Risk. The Fund, through the underlying funds, is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements. Certain of the underlying funds may invest in the equity securities of smaller companies, which may fluctuate more in value and be more thinly traded than the general market.
Madison waived 0.10% of the 0.30% annualized management fee for the period July 1, 2014 through April 30, 2022. If the management fee had not been waived, returns would have been lower.
| | ||
| - |
11
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Class II Shares | |
||
| S&P 500® Index (reflects no deduction for sales charges, account fees, expenses or taxes) | |||
| Aggressive
Allocation Fund Custom Index1 |
| 1 |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager) and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Ryan has served in this capacity since January 2008 and Mr. Dybdahl has served in this capacity since February 2023.
Purchase and Sale of Fund Shares
Class I and II shares of the Fund are offered to separate accounts of CMFG Life, 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 (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
12
FUND SUMMARY
The Diversified Income Fund seeks a high total return through the combination of income and capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | ||
| Distribution and/or Service (Rule 12b-1) Fees | ||
| Other Expenses | ||
| Acquired Fund Fees and Expenses1 | ||
| Total Annual Fund Operating Expenses2 |
| 1 |
| 2 |
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
13
The
Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange
(exchange traded funds or “ETFs”) (the “underlying funds”). The Fund will be diversified among several
asset classes and its allocation among underlying funds will be based on an asset allocation model developed by Madison Asset
Management (“Madison”), the Fund’s investment adviser.
| - | Bond Funds: | 56.9% |
| - | CMOs, MBS, and Commercial MBS securities | 0.00% |
| - | Short-Term Investments: | 2.3% |
| - | Stock Funds/Common Stocks: | 42.1% |
| - | Net Other Assets and Liabilities: | (1.3)% |
With regard to investments in debt securities, Madison’s bias is toward securities with intermediate and short-term maturities. As of December 31, 2025, the weighted average duration of the Fund’s debt portfolio was 3.89 years.
Madison may employ multiple analytical approaches to determine the appropriate allocation among the underlying funds, including:
| ● | Macroeconomic analysis. This approach analyzes high frequency economic and market data across the global markets in an effort to identify attractive investment opportunities in countries, regions and/or asset classes. |
| ● | Fundamental analysis. This approach reviews fundamental asset class valuation data to determine the absolute and relative attractiveness of existing and potential investment opportunities. |
| ● | Correlation analysis. This approach 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 and return profile. |
| ● | Scenario analysis. This approach analyzes historical and expected return data to model how individual asset classes and combinations of asset classes would affect the Fund under different economic and market conditions. |
In addition, Madison has a flexible mandate that 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.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and 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.
ETF Risks. The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transactions costs and because of the temporary unavailability of certain component securities of the index.
14
Equity Risk. The Fund is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Interest Rate Risk. The Fund is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit Risk. The Fund is subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due.
Non-Investment Grade Security Risk. Issuers of non-investment grade securities (i.e., “junk” bonds) are typically in weak financial health and, compared to issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. Because the Fund may invest a significant portion of its assets in these securities, the Fund may be subject to greater levels of credit and liquidity risk than a Fund that does not invest in such securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Fund’s ability to sell these securities. If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment. Because of the risks involved in investing in non-investment grade securities, an investment in a Fund that invests in such securities should be considered speculative.
Real Estate Investment Trusts (“REITs”) Risk. REITs pool investors’ funds for investment primarily in real estate properties or real estate-related loans. REITs generally derive their income from rents on the underlying properties or interest on the underlying loans, and their value is impacted by changes in the value of the underlying property or changes in interest rates affecting the underlying loans owned by the REITs. REITs are more susceptible to risks associated with the ownership of real estate and the real estate industry in general. These risks can include, but are not limited, fluctuations in the value of underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local economic conditions; decreases in market rates for rents; increases in competition, property taxes, capital expenditures or operating expenses; and other economic, political or regulatory occurrences affecting the real estate industry. In addition, REITs depend upon specialized management skills, may not be diversified (which may increase the price volatility of REITs), may have less trading volume and liquidity, and may be subject to more abrupt or erratic price movements than the overall securities market. REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended. REITs are subject to the risk of failing to qualify for favorable tax treatment under the Code.
Foreign Security and Emerging Market Risk. Investments in foreign securities, including investments in ADRs and emerging market securities, involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Depository Receipt Risk. Depository receipts, such as ADRs, and global depository receipts (“GDRs”), may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depository receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Depository receipts involve many of the same risks as direct investments in foreign securities. These risks include, but are not limited to: fluctuations in currency exchange rates, which are affected by international balances of payments and other financial conditions; government interventions; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depository receipts that are traded over the counter may also be subject to liquidity risk.
Market Risk. The share price of the Fund reflects the value of the securities it holds. If a security’s price falls, the share price of the Fund will go down (unless another security’s price rises by an offsetting amount). If the Fund’s share price falls below the price you paid for your shares, you could lose money when you redeem your shares.
15
| | ||
| - |
Average Annual Total Returns1
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares 1 | |||
| Class II Shares 1 | |||
| S&P 500® Index2 (reflects no deduction for sales charges, account fees, expenses or taxes) 1 2 | |||
| Diversified Income Custom Benchmark3 (reflects no deduction for sales charges, account fees, expenses or taxes) 1 3 |
| 1 |
| 2 |
| 3 |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager) and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/ Analyst) co-manage the Fund. Messrs. Ryan and Dybdahl have served in this capacity since July 2023.
Purchase and Sale of Fund Shares
Class I and II shares of the Fund are offered to separate accounts of CMFG Life, 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 (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
16
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
17
FUND SUMMARY
The Core Bond Fund seeks to generate a high level of current income, consistent with the prudent limitation of investment risk.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | ||
| Distribution and/or Service (Rule 12b-1) Fees | ||
| Other Expenses | ||
| Total Annual Fund Operating Expenses |
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
The Fund is managed so that, under normal market conditions, the weighted average life of the Fund will be 10 years or less. The weighted average life of the Fund as of December 31, 2025 was 8.24 years. The Fund strives to add incremental return in the portfolio by making strategic decisions relating to credit risk, sector exposure and yield curve positioning. The Fund generally holds 100-500 individual securities in its portfolio at any given time and may invest in the following instruments:
18
| ● | Corporate debt securities: securities issued by domestic and foreign corporations which have a rating within the four highest categories and, to a limited extent (up to 20% of its assets), in securities not rated within the four highest categories (i.e., “junk bonds”). The Fund’s investment adviser, Madison Asset Management, LLC (“Madison”), will only invest in lower-grade securities when it believes that the creditworthiness of the issuer is stable or improving, and when the potential return of investing in such securities justifies the higher level of risk; |
| ● | U.S. Government debt securities: securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities; |
| ● | Foreign government debt securities: securities issued or guaranteed by a foreign (including emerging market) government or its agencies or instrumentalities, payable in U.S. dollars, which have a rating within the four highest categories; |
| ● | Non-rated debt securities: securities issued or guaranteed by corporations, financial institutions, and others which, although not rated by a national rating service, are considered by Madison to have an investment quality equivalent to those categories in which the Fund is permitted to invest (including up to 20% of the Fund’s assets in junk bonds); and |
| ● | Asset-backed, mortgage-backed and commercial mortgage-backed securities: securities issued or guaranteed by special purpose corporations and financial institutions that represent direct or indirect participation in, or are collateralized by, an underlying pool of assets. The types of assets that can be “securitized” include, among others, residential or commercial mortgages, credit card receivables, automobile loans, and other assets. |
Madison may alter the composition of the Fund with regard to quality and maturity and may sell securities prior to maturity. Under normal market conditions, however, turnover for the Fund is generally not expected to exceed 100%. Sales of Fund securities may result in capital gains. This can occur any time Madison sells a bond at a price that was higher than the purchase price, even if Madison does not engage in active or frequent trading. Madison’s intent when it sells bonds is to “lock in” any gains already achieved by that investment or, alternatively, prevent additional or potential losses that could occur if Madison continued to hold the bond. Turnover may also occur when Madison finds an investment that could generate a higher return than the investment currently held. However, increasing portfolio turnover at a time when Madison’s assessment of market performance is incorrect could lower investment performance. The Fund pays implied brokerage commissions when it purchases or sells bonds, which is the difference between the bid and ask price. As a result, as portfolio turnover increases, the cumulative effect of this may hurt Fund performance. Under normal market conditions, the Fund will not engage in active or frequent trading of its bonds. However, it is possible that Madison will determine that market conditions require a significant change to the composition of the Fund’s portfolio. For example, if interest rates begin to rise, Madison may attempt to sell bonds in anticipation of further rate increases before they lose more value. Also, if the Fund experiences large swings in shareholder purchases and redemptions, Madison may be required to sell bonds more frequently in order to generate the cash needed to pay redeeming shareholders.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Interest Rate Risk. As with most income funds, the Fund is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income bearing securities. When interest rates rise, bond prices fall; generally, the longer the bond’s maturity, the more sensitive it is to this risk.
19
Call Risk. If a bond issuer “calls” a bond held by the Fund (i.e., pays it off at a specified price before it matures), the Fund could have to reinvest the proceeds at a lower interest rate. It may also experience a loss if the bond is called at a price lower than what the Fund paid for the bond.
Risk of Default. Although Madison monitors the condition of bond issuers, it is still possible that unexpected events could cause the issuer to be unable to pay either principal or interest on its bond. This could cause the bond to go into default and lose value. Some federal agency securities are not backed by the full faith and credit of the United States, so in the event of default, the Fund would have to look to the agency issuing the bond for ultimate repayment.
Mortgage-Backed Securities Risk. The Fund may own obligations backed by mortgages issued by a government agency or through a government-sponsored program. If the mortgage holders prepay principal during a period of falling interest rates, the Fund could be exposed to prepayment risk. In that case, the Fund would have to reinvest the proceeds at a lower interest rate. The security itself may not increase in value with the corresponding drop in rates since the prepayment acts to shorten the maturity of the security.
Liquidity Risk. The Fund is also subject to liquidity risk, which means there may be little or no trading activity for the debt securities in which the Fund invests, and that may make it difficult for the Fund to value accurately and/or sell those securities. In addition, liquid debt securities in which the Fund invests are subject to the risk that during certain periods their liquidity will shrink or disappear suddenly and without warning as a result of adverse economic, regulatory or market conditions, or adverse investor perceptions. If the Fund experiences rapid, large redemptions during a period in which a substantial portion of its debt securities are illiquid, the Fund may be forced to sell those securities at a discount, which could result in significant Fund and shareholder losses.
Credit Risk and Prepayment/Extension Risk. The Fund is subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a fall/rise in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the Fund’s return.
Non-Investment Grade Security Risk. To the extent that the Fund invests in non-investment grade securities, the Fund is also subject to above-average credit, market and other risks. Issuers of non-investment grade securities (i.e., “junk” bonds) are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Foreign Security Risk. Investments in foreign securities involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
20
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | - |
||
| Class II Shares | - |
||
| Bloomberg
U.S. Aggregate Bond Index |
- |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Mike Sanders, CFA (Head of Fixed Income, Portfolio Manager), and Allen Olson, CFA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Sanders has served in this capacity since September 2016, and Mr. Olson has served in this capacity since March 2021.
Purchase and Sale of Fund Shares
Class I and II shares of the Fund are offered to separate accounts of CMFG Life, 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 (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
21
FUND SUMMARY
The Large Cap Value Fund seeks long-term capital growth, with income as a secondary consideration.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | ||
| Distribution and/or Service (Rule 12b-1) Fees | ||
| Other Expenses | ||
| Total Annual Fund Operating Expenses |
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
The Fund will, under normal market conditions, maintain at least 80% of its net assets (including borrowings for investment purposes) in large cap stocks (generally, stocks with a market capitalization of the companies represented in the Russell 1000® Value Index -- as of the most recent reconstitution date, the low end of the range of market capitalizations included in this index was $1.30 billion). The Fund follows what is known as a “value” approach, which generally means that the Fund’s investment adviser, Madison Asset Management, LLC (“Madison”), seeks 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. The Fund may invest up to 25% of its assets in foreign securities, including American Depositary Receipts (“ADRs”) and emerging market securities, and may invest in exchange traded funds (“ETFs”) that are registered investment companies. The Fund generally holds 25-60 individual securities in its portfolio at any given time. This reflects Madison’s belief that your money should be invested in Madison’s top investment ideas, and that focusing on Madison’s best investment ideas is the best way to achieve the Fund’s investment objectives.
22
The Fund typically sells a stock when the fundamental expectations for buying it no longer apply, the price exceeds its intrinsic value or other stocks appear more attractively priced relative to their intrinsic values.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Equity Risk. The Fund is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Large Cap Risk. Large capitalization companies may fall out of favor with investors based on market and economic conditions. In addition, larger companies may not be able to attain the high growth rates of successful smaller companies and may be less capable of responding quickly to competitive challenges and industry changes. As a result, the Fund’s value may not rise as much as, or may fall more than, the value of funds that focus on companies with smaller market capitalizations.
Value Investing Risk. The Fund primarily invests in “value” oriented stocks which may help limit the risk of negative portfolio returns. However, these “value” stocks are subject to the risk that their perceived intrinsic values may never be realized by the market, and to the risk that, although the stock is believed to be undervalued, it is actually appropriately priced or overpriced due to unanticipated problems associated with the issuer or industry.
ETF Risks. The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market Risk. Investments in foreign securities, including investments in ADRs (defined below) and emerging market securities involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Depository Receipt Risk. Depository receipts, such as ADRs, and global depository receipts (“GDRs”) and European depository receipts (“EDRs”), may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depository receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Depository receipts involve many of the same risks as direct investments in foreign securities. These risks include, but are not limited to: fluctuations in currency exchange rates, which are affected by international balances of payments and other financial conditions; government interventions; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depository receipts that are traded over the counter may also be subject to liquidity risk.
Market Risk. The share price of the Fund reflects the value of the securities it holds. If a security’s price falls, the share price of the Fund will go down (unless another security’s price rises by an offsetting amount). If the Fund’s share price falls below the price you paid for your shares, you could lose money when you redeem your shares.
23
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Class II Shares | |||
| S&P 500® Index (reflects no deductions for sales charges, account fees, expenses or taxes) | |||
| Russell
1000® Value Index |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. John Brown, CFA (Vice President, Portfolio Manager/Analyst) and Drew Justman, CFA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Brown has served in this capacity since July 2009, and Mr. Justman has served in this capacity since May 2014.
Purchase and Sale of Fund Shares
Class I and II shares of the Fund are offered to separate accounts of CMFG Life, 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 (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
24
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
25
FUND SUMMARY
The Large Cap Growth Fund seeks long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | ||
| Distribution and/or Service (Rule 12b-1) Fees | ||
| Other Expenses | ||
| Total Annual Fund Operating Expenses |
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
26
Madison follows a rigorous three-step process when evaluating companies pursuant to which Madison considers (1) the business model, (2) the management team, and (3) the valuation of each potential investment. When evaluating the business model, Madison looks for sustainable competitive advantages, metrics that demonstrate relatively high levels of profitability, stable and growing earnings, and a solid balance sheet. When assessing management, Madison evaluates its operational and capital allocation track records and the nature of its accounting practices. The final step in the process is assessing the proper valuation for the company. Madison strives to purchase securities trading at a discount to their intrinsic value as determined by discounted cash flows modeling and additional valuation methodologies. Often, Madison finds companies that clear the business model and management team hurdles, but not the valuation hurdle. Those companies are monitored for inclusion at a later date when the price may be more appropriate. Madison seeks to avoid the downside risks associated with overpriced securities.
Madison may sell stocks for a number of reasons, including: (i) the price target Madison has set for the stock has been achieved or exceeded, (ii) the fundamental business prospects for the company have materially changed, or (iii) Madison finds a more attractive alternative.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Equity Risk. The Fund is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Large Cap Risk. Large capitalization companies may fall out of favor with investors based on market and economic conditions. In addition, larger companies may not be able to attain the high growth rates of successful smaller companies and may be less capable of responding quickly to competitive challenges and industry changes. As a result, the Fund’s value may not rise as much as, or may fall more than, the value of funds that focus on companies with smaller market capitalizations.
Growth Investing Risk. Due to its focus on stocks that may appreciate in value and lack of emphasis on those that provide current income, this Fund will typically experience greater volatility over time than a large cap value security.
Financial Sector Risk. Performance of companies in the financial sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, and decreased liquidity in credit markets. Companies in the financial sector may also be negatively impacted by disruptions in the banking industry. The impact of more stringent capital requirements, recent or future regulation of any individual financial company or of the financial sector as a whole cannot be predicted. In recent years, cyber attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses to companies in this sector, which may negatively impact the Fund. As of December 31, 2025, 23.36% of the Fund’s assets were invested in the financial sector.
Foreign Security and Emerging Market Risk. Investments in foreign securities, including investments in ADRs and emerging market securities, involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Depository Receipt Risk. Depository receipts, such as ADRs, and global depository receipts (“GDRs”), and European depository receipts (“EDRs”), may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depository receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Depository receipts involve many of the same risks as direct investments in foreign securities. These risks include, but are not limited to: fluctuations in currency exchange rates, which are affected by international balances of payments and other financial conditions; government interventions; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depository receipts that are traded over the counter may also be subject to liquidity risk.
27
Market Risk. The share price of the Fund reflects the value of the securities it holds. If a security’s price falls, the share price of the Fund will go down (unless another security’s price rises by an offsetting amount). If the Fund’s share price falls below the price you paid for your shares, you could lose money when you redeem your shares.
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Class II Shares | |||
| S&P 500® Index (reflects no deductions for sales charges, account fees, expenses or taxes) | |||
| Russell
1000® Growth Index |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Richard Eisinger (Co-Head of Investments and Portfolio Manager/Analyst), Haruki Toyama (Head of Mid Cap and Large Cap Equity and Portfolio Manager/Analyst), and Joe Maginot (Vice President and Portfolio Manager/Analyst) co-manage the Fund. Mr. Eisinger has served in this capacity since June 2019, and Messrs. Toyama and Maginot have served in this capacity since April 2022.
Purchase and Sale of Fund Shares
Class I and II shares of the Fund are offered to separate accounts of CMFG Life, while Class I shares are also offered to certain of its pension plans (“CMFG Life Plans”). Investments in the Fund by CMFG Life Accounts are made through variable annuity or variable life insurance contracts (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
28
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
29
FUND SUMMARY
The Mid Cap Fund seeks long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I | Class II |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | ||
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | ||
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
(expenses that you pay each year as a percentage of the value of your investment) |
Class I | Class II |
| Management Fees | ||
| Distribution and/or Service (Rule 12b-1) Fees | ||
| Other Expenses | ||
| Total Annual Fund Operating Expenses |
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
| Class II | |
|
|
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
The
Fund invests generally in common stocks, securities convertible into common stocks and related equity securities of “midsize”
companies (for this purpose, “midsize” is defined as those companies with market capitalizations of between $500 million
and $70 billion).
30
The Fund seeks attractive long-term returns through bottom-up security selection based on fundamental analysis in a diversified portfolio of high-quality 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 valuation.
Madison follows a rigorous three-step process when evaluating companies pursuant to which Madison considers (1) the business model, (2) the management team, and (3) the valuation of each potential investment. When evaluating the business model, Madison looks for sustainable competitive advantages, metrics that demonstrate relatively high levels of profitability, stable and growing earnings, and a solid balance sheet. When assessing management, Madison evaluates its operational and capital allocation track records and the nature of its accounting practices. The final step in the process is assessing the proper valuation for the company. Madison strives to purchase securities trading at a discount to their intrinsic value as determined by discounted cash flows modeling and additional valuation methodologies. Often, Madison finds companies that clear the business model and management team hurdles, but not the valuation hurdle. Those companies are monitored for inclusion at a later date when the price may be more appropriate. Madison seeks to avoid the downside risks associated with overpriced securities.
Madison may sell stocks for a number of reasons, including: (i) the price target Madison has set for the stock has been achieved or exceeded, (ii) the fundamental business prospects for the company have materially changed, or (iii) Madison finds a more attractive alternative.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Mid Cap Risk. The Fund’s investments in midsize companies may entail greater risks than investments in larger, more established companies. Midsize companies tend to have narrower product lines, fewer financial resources and a more limited trading market for their securities, as compared to larger companies. They may also experience greater price volatility than securities of larger capitalization companies because growth prospects for these companies may be less certain and the market for such securities may be smaller. Some midsize companies may not have established financial histories; may have limited product lines, markets or financial resources; may depend on a few key personnel for management; and may be susceptible to losses and risks of bankruptcy.
Equity Risk. The Fund is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Growth and Value Risks. Stocks with growth characteristics can experience sharp price declines as a result of earnings disappointments, even small ones. Stocks with value characteristics carry the risk that investors will not recognize their intrinsic value for a long time or that they are actually appropriately priced at a low level. Because the Fund generally follows a strategy of holding stocks with both growth and value characteristics, any particular stock’s share price may be negatively affected by either set of risks.
Foreign Security and Emerging Market Risk. Investments in foreign securities, including investments in ADRs and emerging market securities, involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
31
Depository Receipt Risk. Depository receipts, such as ADRs, and global depository receipts (“GDRs”), may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depository receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Depository receipts involve many of the same risks as direct investments in foreign securities. These risks include, but are not limited to: fluctuations in currency exchange rates, which are affected by international balances of payments and other financial conditions; government interventions; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depository receipts that are traded over the counter may also be subject to liquidity risk.
Market Risk. The share price of the Fund reflects the value of the securities it holds. If a security’s price falls, the share price of the Fund will go down (unless another security’s price rises by an offsetting amount). If the Fund’s share price falls below the price you paid for your shares, you could lose money when you redeem your shares.
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Class II Shares | |||
| S&P 500® Index (reflects no deductions for sales charges, account fees, expenses or taxes) | |||
| Russell
Midcap® Index |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Richard Eisinger (Co-Head of Investments and Portfolio Manager/Analyst), Haruki Toyama (Head of Mid Cap and Large Cap Equity and Portfolio Manager/Analyst), and Andy Romanowich, CFA (Vice President and Portfolio Manager/Analyst), co-manage the Fund. Mr. Eisinger has served in this capacity since January 1998, Mr. Toyama has served in this capacity since May 2015, and Mr. Romanowich has served in this capacity since May 2019.
32
Purchase and Sale of Fund Shares
Class I and II shares of the Fund are offered to separate accounts of CMFG Life, 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 (collectively, “variable contracts”). Purchase or redemption orders under the variable contracts and CMFG Life Plans will be invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable contract prospectus or plan documents for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net capital gain distributions, if any, are typically made in December. Net investment income distributions are declared and paid annually. Distributions that a CMFG Life Account or CMFG Life Plan receives from the Fund should not be taxable, nor should gains realized upon the sale or redemption of Fund shares, until such distributions or gains are withdrawn from the variable contract or CMFG Life Plan. Please refer to the variable contract prospectus or plan documents for further information.
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
33
ADDITIONAL RISKS
Unknown Market Risks
Investing in the Funds involves risk. In addition to the other risks described in this prospectus, you should understand what we refer to as “unknown market risks.” While investments in stocks and bonds have been keystones in wealth building and management for over a hundred years, at times these investments have produced surprises for even the savviest investors. Those who enjoyed growth and income of their investments were rewarded for the risks they took by investing in the markets. When the rare calamity strikes, the word “security” itself seems a misnomer. Although we seek to appropriately address and manage the risks we have identified in this prospectus, 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 and, therefore, have not identified in this prospectus. We certainly seek to identify all applicable risks and then appropriately address them, take appropriate action to reasonably manage them and, of course, 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 you must consider in connection with your investment in the Funds. Unforeseen events have the potential to upset the best laid plans, and could, under certain circumstances, produce a material loss of the value of some or all of your investment.
Recent Market Events
U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent months and years due to a number of economic, political and global macro factors including uncertainty regarding inflation and interest rate levels, the possibility of a national or global recession, trade tensions, tariff arrangements, political events, and wars in Europe and in the Middle East. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.
Cybersecurity Risk
The computer systems, networks and devices used by the Funds and their service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Funds and their service providers, systems, networks, or devices potentially can be breached. The Funds and their respective shareholders could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include, but are not limited to, gaining unauthorized access to digital systems, networks or devices (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; infection from computer viruses, corrupting data or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact a Fund’s business operations, potentially resulting in financial losses; interference with a Fund’s ability to calculate its NAV; impediments to trading; the inability of a Fund, its investment advisor or subadviser, as applicable, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Funds’ service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Funds cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Funds or their shareholders. The Funds and their shareholders could be negatively impacted as a result.
Fixed-Income Market Capacity Risk
While assets in bond mutual funds and ETFs have grown rapidly, dealer capacity in the fixed income markets appears to have undergone fundamental changes. Primary dealer inventories as a percentage of total bonds outstanding are at very low levels. This apparent reduction in market-making capacity may be a persistent change, to the extent it is resulting from broader structural changes such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements at the holding company level. A significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the fixed income markets at times. Therefore, our Funds with income distributions objectives seek to invest in larger, more liquid issues. However, structural changes may cause trading in even the most liquid of issues to become challenged at times. This could negatively affect the price of these securities and the value of an investment in a fund.
Management Risk
Each Fund is subject to management risk as an actively-managed investment portfolio and depends on the decisions of the co-portfolio managers to produce the desired results.
34
THE SHARES
As used herein, the term “Allocation Funds” refers to the Conservative Allocation Fund, the Moderate Allocation Fund, the Aggressive Allocation Fund, and the Diversified Income Fund.
Offer
The Ultra Series Fund (the “Trust”) offers two classes of shares: Class I and Class II. Both classes of shares are offered to separate accounts (“CMFG Life Accounts”) of CMFG Life Insurance Company. (“CMFG Life”), and Class I shares are also offered to certain CMFG Life’s pension plans (“CMFG Life Plans”). The Trust may, in the future, offer these and/or other share classes to separate accounts of insurance companies and to qualified pension and retirement plans that are not affiliated with CMFG Life. The Trust does not offer shares directly to the general public. The Trust offers additional funds through a separate prospectus.
The Trust has entered into a participation agreement with CMFG Life, the sponsor of each CMFG Life Account, and with each CMFG Life Plan, setting forth the terms and conditions pursuant to which said accounts and plans may purchase and redeem shares of the Funds. Investments in the Trust by CMFG Life Accounts are made through either variable annuity or variable life insurance contracts (collectively, “variable contracts”). Purchase payments under the variable contracts and the CMFG Life Plans are placed into one or more subaccounts, and the assets of each subaccount are invested (without sales or redemption charges) in shares of the fund corresponding to that subaccount.
When used in connection with variable contracts, this prospectus must be accompanied by prospectuses for those contracts. When distributed to qualified pension and retirement plans or to participants of such plans, this prospectus may be accompanied by disclosure materials relating to such plans which should be read in conjunction with this prospectus.
Distribution and Service Plan
The Trust has adopted a distribution and service plan for Class II shares pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”). Under the plan, the Trust pays its principal distributor, MFD Distributor, LLC (“MFD”), a distribution and service fee equal to 0.25% of the average daily net assets attributable to the Class II shares of each Fund. This fee increases the cost of investing in the Class II shares of the Funds and, over time, will cause the Class II shares to cost more than an investment in Class I shares. This Plan may be terminated at any time by a vote of a majority of the independent trustees or by a vote of the holders of a majority of the outstanding votes attributable to Class II shares.
Pricing of Fund Shares
Each Fund’s shares will be purchased and redeemed at the share’s net asset value (“NAV”) without sales or redemption charges. The NAV per share for a Fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m., Eastern Time) by dividing the net assets of each Fund and class by the number of shares outstanding of that Fund and class. Transaction requests received by CMFG Life Accounts and CMFG Life Plans after the close of regular trading on the New York Stock Exchange (usually 4:00 p.m., Eastern Time) will be processed using the next day’s NAV. The NAV per share for each Fund and class is not determined on days the New York Stock Exchange is closed for trading. The New York Stock Exchange is closed on New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Each Fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. Because the assets of each Allocation Fund consist primarily of shares of the underlying funds, the NAV of each Allocation Fund is determined based on the NAVs of the underlying funds. Because each Allocation Fund will only invest in underlying funds, government securities and short-term paper, it is not anticipated that Madison will need to “fair” value any of the investments of the Allocation Funds. However, an underlying fund may need to “fair” value one or more of its investments, which may, in turn, require an Allocation Fund to do the same because of delays in obtaining the underlying fund’s NAV.
The following fair valuation policy is followed by Madison with respect to the Funds that it advises. It is anticipated that unaffiliated underlying funds will have a fair valuation policy that is similar and such policy will be described in the prospectus of the underlying fund, including an explanation of the circumstances under which fair value pricing will be used and the effects of using fair value pricing.
If quotations are not readily available for a security or other portfolio investment, no other sales have occurred, or if it is believed that a quotation or other market price for a security or other portfolio investment does not represent its fair value, Madison may value the security or investment using procedures adopted by the Board of Trustees pursuant to Rule 2a-5 under the 1940 Act. These procedures designate Madison as the “valuation designee” for the Funds, and Madison, in turn, has delegated valuation decisions to its Pricing Committee. Securities and other investments valued at their fair value entail significantly greater valuation risk than do securities and other investments valued at an established market value.
Madison relies on its fair value procedures most often in connection with foreign securities whose principal trading market(s) is outside the U.S. and/or are denominated in a foreign currency. From time to time, events occur that affect the issuers of such foreign securities or the securities themselves, or information about the issuer or securities becomes available, after the close of trading in the securities but before the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time). In these situations, the fair value of the foreign security may be something other than the last available quotation or other market price. With regard to such foreign securities, the fair valuation procedures include consultation with an independent “fair value” pricing service. Nonetheless, Madison separately evaluates each such foreign security and may, in conformity with the fair valuation procedures, establish a different fair value than that reached by the independent pricing service or other financial institutions or investment managers.
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Determining the fair value of securities involves consideration of objective factors as well as the application of subjective judgments about their issuers and the markets in which they are traded. A number of methodologies are available for determining the value of securities for which there is no clear market value or for which after-market events make prior market values unreliable. The value established by Madison under the fair valuation procedures for any security or other investment (or underlying fund) may vary from the last quoted sale price or market close price, or from the value given to the same security or investment by: (1) an independent pricing service; (2) other financial institutions or investment managers; or (3) Madison, had it used a different methodology to value the security. The Trust cannot assure that a security or other portfolio investment can be sold at the fair value assigned to it at any time.
To the extent the Funds hold portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Funds do not price their shares, the NAV of such Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.
Purchase and Redemption
For each day on which a Fund’s NAV is calculated, the CMFG Life Accounts transmit to the Funds orders to purchase or redeem shares of the Fund based on the purchase, redemption (surrender), and transfer requests from variable contract owners, annuitants and beneficiaries that have been processed on that day. Similarly, CMFG Life Plans transmit to the Funds any orders to purchase or redeem shares of the Funds based on the instructions of CMFG Life Plan trustees or participants. CMFG Life Accounts and CMFG Life Plans purchase and redeem shares of each Fund at the Fund’s NAV per share calculated as of the day the order is received by such Accounts and Plans, although such purchases and redemptions may be executed the next morning. Shares are purchased and redeemed at NAV, without the deduction of sales or redemption charges. Payment for shares redeemed will typically be made one business day following receipt and acceptance of a redemption order. However, payment may take longer than one business day and may take up to seven days as generally permitted by the 1940 Act. In addition, the right of redemption may be suspended as permitted by applicable laws and regulations. For a more detailed description of the procedures for allocating value in a subaccount to a Fund, owners of individual variable contracts should refer to the separate prospectus for their contracts, while CMFG Life Plan participants should refer to their plan documents.
Notwithstanding the foregoing, the Trust reserves the right to refuse to sell shares to the CMFG Life Accounts and CMFG Life Plans if such sales are not in the Trust’s or a Fund’s best interests. For example, the Trust may reject purchase orders from CMFG Life Accounts or CMFG Life Plans when such orders appear to be part of a pattern of large purchases and redemptions that, in the opinion of the Trust, may reflect the efforts of variable contract owners or the plans to time the market or arbitrage the changing value of a Fund’s assets between daily pricing.
Conflicts
A potential for certain conflicts exists between the interests of variable annuity contract owners and variable life insurance contract owners. A potential for certain conflicts would also exist between the interests of any of such contract owners and CMFG Life Plan participants that invest in the Funds. To the extent that such classes of investors are invested in the same Fund when a conflict of interest arises that might involve the Fund, one or more such classes of investors could be disadvantaged. The Trust currently does not foresee any such disadvantage to owners of variable contracts or to CMFG Life Plan participants. Nonetheless, the Board monitors the Funds for the existence of any irreconcilable material conflicts of interest. If such a conflict affecting owners of variable contracts is determined to exist, CMFG Life will, to the extent reasonably practicable, take such action as is necessary to remedy or eliminate the conflict. If such a conflict were to occur, one or more of the CMFG Life Accounts and/or CMFG Life Plans might be required to withdraw its investment in one or more Funds or substitute shares of one Fund for another. This might force a Fund to sell its portfolio securities at a disadvantageous price.
Frequent Trading
The Trust has a policy of making reasonable efforts to deter frequent purchases and redemptions of large amounts of shares of any Fund that may disrupt orderly management of the Fund’s investment portfolio (“disruptive trading”). As investment vehicles for variable contracts and qualified pension and retirement plans which are designed as long-term investments, the Funds are not appropriate for frequent trading or other trading strategies that entail rapid or frequent investment and disinvestment with regard to any Fund or market sector.
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Such practices often disrupt the orderly management of a Fund’s investment portfolio by, among other things:
| ● | requiring more than optimal amounts of assets to be invested in money market instruments or other very liquid holdings; |
| ● | necessitating premature liquidation of certain investments at unfavorable prices; or |
| ● | increasing brokerage commissions and other portfolio transaction expenses. |
Likewise, exploiting potential uncertainty about the value of certain portfolio investments when a Fund calculates its NAV often dilutes that value of investments held by long-term investors. In addition, such practices may give rise to irreconcilable conflicts of interest between owners of different types of variable contracts and plan participants, or otherwise cause the Trust to breach participation agreements.
The Trust’s Board has adopted policies and procedures reasonably designed to detect and deter disruptive trading. The Trust’s policies include: (1) a policy of not knowingly accommodating variable contract owner and/or plan participant transactions that result in disruptive trading, (2) a policy of applying any future restrictions on the volume or number of purchases of Fund shares uniformly to all accounts and plans without exception, and (3) a policy permitting procedures to vary among Funds included within the Trust provided that procedures related to restrictions on the volume or number of purchases of shares for a particular Fund apply uniformly to all accounts and plans investing in the Funds. At the current time, the procedures do not include specific restrictions on the volume or number of purchases of Fund shares.
In addition to the above, to combat dilution of the value of long-term shareholders’ interests in the Funds, the Board has adopted policies and procedures for the Funds to employ fair valuation procedures on the securities held in their portfolios.
Except as set forth below, currently, the only shareholders of the Trust are the CMFG Life Accounts and the CMFG Life Plans. CMFG Life and/or its affiliates each own shares of the Trust as well. Although each CMFG Life Account and Plan typically makes either one purchase or redemption of shares of each Fund each day, the Trust does not consider such transactions disruptive to the Funds unless they are large in relation to a Fund’s size and not the random result of net variable contract owner transactions in a CMFG Life Account or participant transactions in a CMFG Life Plan. However, the Trust considers large purchases or redemptions of shares resulting from contract owners or plan participants engaging in: (1) “frequent trading,” (2) attempted arbitrage based on the potential for uncertainty in the value of certain portfolio investments at the time the Funds compute their NAV, or (3) other trading strategies that entail rapid or frequent transfers of contract value from one subaccount to another, to be disruptive trading and will take appropriate action to deter such trading, including adoption of specific procedures appropriate to the circumstances. Because any disruptive trading would occur in the CMFG Life Accounts or Plans, the Trust has adopted, as its own, the disruptive trading policy of CMFG Life for the CMFG Life Accounts and Plans. The policy provides for CMFG Life to monitor individual contract value transfer patterns and individual participant transaction patterns, to identify those that exceed certain frequency and/or amount thresholds that, in the past, have been indicators of potential disruptive trading. The monitoring process generates reports regarding such transactions that CMFG Life examines to determine if disruptive trading has taken place.
CMFG Life applies the policies and procedures for each CMFG Life Account uniformly to all variable contracts issued through that account. Likewise, CMFG Life applies its policies and procedures for each CMFG Life Plan uniformly to all participants in that plan.
In addition to adopting procedures, the Trust may take other actions to stop disruptive trading such as ceasing sales of additional shares of the Funds to a CMFG Life Account through which offending variable contract owners may be operating or to a CMFG Life Plan through which offending participants may be operating. In such an event, all other owners of contracts issued through that account or participants in that plan would be disadvantaged. Because actions taken to deter disruptive trading may be particular to the CMFG Life Account or Plan in question, the Trust may not take such action on a uniform basis for all CMFG Life Accounts or Plans.
Although the Trust will endeavor to ensure that each CMFG Life Account and Plan can and does identify and deter disruptive trading by its variable contract owners and participants, it cannot be certain that any particular control will operate to deter all activity that can result in disruptive trading or guarantee their success at deterrence. Therefore, an investment in the Funds is subject to the risks of disruptive trading.
Disclosure of Portfolio Holdings
A complete description of the Funds’ policies and procedures with respect to the disclosure of portfolio holdings is available in the SAI. Please see the back cover of this prospectus for information about the SAI and the Funds’ website.
Dividends
Dividends of each Fund are distributed to the Fund’s corresponding separate account for variable contracts and qualified retirement plans and automatically reinvested in additional Fund shares.
Dividends of net investment income from each Fund are declared and reinvested annually in full and fractional shares. Dividends of net capital gains from each Fund are declared and reinvested at least annually in full and fractional shares. In no event will net capital gain dividends be declared and paid more frequently than allowed under SEC rules.
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The Funds’ distributions may be subject to federal income tax except as described below. An exchange of Fund shares may also be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax except as described below.
Taxes
For federal income tax purposes, each Fund is treated as a separate entity from the other Funds included within the Trust. Each Fund intends to qualify each year as a “regulated investment company” under the Internal Revenue Code of 1986, as amended. By so qualifying, a Fund is not subject to federal income tax to the extent that its net investment income and net realized capital gains are distributed to the CMFG Life Accounts or Plans. Further, the Funds intend to meet certain diversification requirements applicable to mutual funds underlying variable life insurance and variable annuity contracts.
The shareholders of the Funds are qualified pension and profit sharing plans and the separate accounts of CMFG Life. Under current law, plan participants and owners of variable life insurance and annuity contracts which have invested in the Funds are not subject to federal income tax on Fund earnings and distributions or on gains realized upon the sale or redemption of Fund shares until they are withdrawn from the plan or contracts. For information concerning the federal tax consequences to the purchasers of the variable annuity or variable life insurance contracts, see the separate prospectuses for such contracts.
For more information about the tax status of the Funds, see “Taxes” in the SAI.
INVESTMENT ADVISER
The Funds’ investment adviser is Madison Asset Management, LLC (“Madison”), a subsidiary of Madison Investment Holdings, Inc. (“MIH”), both located at 550 Science Drive, Madison, Wisconsin 53711. As of December 31, 2025, MIH, which was founded in 1974, and its affiliate organizations, including Madison, managed approximately $29 billion in assets, including open-end mutual funds, ETFs, separately managed accounts and wrap accounts. Madison is responsible for the day-to-day administration of the Funds’ activities. Investment decisions regarding each of the Funds can be influenced in various manners by a number of individuals. Generally, all management decisions are the ultimate responsibility of Madison’s Investment Risk Oversight Committee. This committee is comprised of senior officers and portfolio managers of Madison.
Investment Advisory Agreement
For its investment advisory services to the Funds, pursuant to the terms of an Investment Advisory Agreement between Madison and the Trust, Madison is entitled to receive a management fee, which is computed daily and paid monthly. This fee is structured as a “unitary fee arrangement” and, as such, requires Madison to provide or arrange to provide overall management of the Funds, including but not limited to, investment management services, custody, transfer agency, dividend disbursing, legal, accounting and administrative services.
The unitary fee arrangement with these Funds does not cover, and therefore these Funds pay directly for, the following fees and expenses: (i) fees and expenses of the independent trustees; (ii) fees and expenses of the Trust’s independent registered public accountant; (iii) brokerage commissions and other expenses incurred in the acquisition or disposition of any securities or other investments; (iv) costs of borrowing money, overdrafts (if any) and any potential taxes owed; (v) any potential taxes owed; and (vi) extraordinary expenses (including litigation and/or and consulting expenses) as approved by a majority of the independent Trustees.
Management fees are currently set at the following annual rates:
| Fund | Management Fee | Fund | Management Fee | |
| Conservative Allocation Fund | 0.30% | Core Bond Fund | 0.55% | |
| Moderate Allocation Fund | 0.30% | Large Cap Value Fund | 0.60% | |
| Aggressive Allocation Fund | 0.30% | Large Cap Growth Fund | 0.80% | |
| Diversified Income Fund | 0.25% | Mid Cap Fund | 0.90% |
A discussion regarding the basis for the approval of the Funds’ Investment Advisory Agreement by the Board of Trustees is contained in the Funds’ Form N-CSR for the year ended December 31, 2025.
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PORTFOLIO MANAGEMENT
Madison Asset Management, LLC
The Funds are generally managed by members of the applicable asset allocation, fixed income or equity management teams at Madison. The individuals primarily responsible for the day-to-day management of each fund are as follows:
Allocation Funds. The Allocation Funds are co-managed by Patrick Ryan, CFA and Stuart Dybdahl, CFA and CAIA. Mr. Ryan, Head of Multi-Asset Solutions and Portfolio Manager of Madison, has co-managed the Conservative, Moderate and Aggressive Allocation Funds since January 2008 and the Diversified Income Fund since July 2023. Prior to joining Madison in July 2009, Mr. Ryan was a Senior Analyst at MEMBERS Capital Advisors, Inc. (“MCA”), the former investment adviser to the Funds. While at MCA, Mr. Ryan had been responsible for conducting manager research and due diligence for MCA’s managed accounts products since 2004. Mr. Dybdahl, Vice President and Portfolio Manager/Analyst, of Madison, has co-managed the Conservative, Moderate and Aggressive Allocation Funds since February 2023 and the Diversified Income Fund since July 2023. Mr. Dybdahl joined Madison in 2015 as an investment specialist and has worked in the financial services industry since 2014.
Core Bond Fund. The Core Bond Fund is co-managed by Mike Sanders, CFA and Allen Olson, CFA. Mr. Sanders, Head of Fixed Income and Portfolio Manager of Madison, has co-managed the Fund since September 2016. Mr. Sanders has been a member of the Madison fixed income team since 2013, and has worked in the financial services industry since 2004. Prior to joining Madison in 2013, he was a fixed income portfolio manager and analyst for Ziegler Lotsoff Capital Management focusing mainly on high yield bonds and preferred stocks. Mr. Olson, Vice President and Portfolio Manager /Analyst of Madison, has co-managed the Fund since March 2021. Mr. Olson has been a member of Madison’s fixed income team since joining the firm in 2002, and has worked in the financial services industry since 1998. Prior to joining Madison, Mr. Olson worked as a fixed income credit analyst and portfolio manager for Clarica Insurance.
Large Cap Value Fund. The Large Cap Value Fund is co-managed by John Brown, and Drew Justman, CFA. Messrs. Brown and Justman, have co-managed the Fund since July 2009 and May 2014, respectively. Mr. Brown, Vice President and Portfolio Manager/Analyst of Madison joined the firm in July 2009. Prior to joining Madison, Mr. Brown had been a Managing Director and Portfolio Manager-Equities of MCA since 1998. Mr. Justman, Vice President and Portfolio Manager/Analyst of Madison, joined Madison in July 2005 as a research analyst, specializes in the materials and industrials sectors. Prior to joining Madison, Mr. Justman was with Merrill Lynch.
Large Cap Growth Fund. The Large Cap Growth Fund is co-managed by Richard Eisinger, Haruki Toyama and Joe Maginot. Mr. Eisinger, Co-Head of Investments and Portfolio Manager/Analyst of Madison, has co-managed the Fund since June 2019. Mr. Eisinger is responsible for the oversight of the firm’s U.S. Equity and International Equity Teams. Since he joined the firm in 1997, Mr. Eisinger’s focus has been on the firm’s mid cap and large cap portfolios. He has served as a portfolio manager on the U.S. Equity Team since 1998. Mr. Toyama, Head of Mid Cap and Large Cap Equity Teams and Portfolio Manager/Analyst of Madison, has co-managed the Fund since April 2022. Prior to re-joining Madison in 2014, Mr. Toyama was co-founder and President of Marcus Asset Management in Milwaukee where he was portfolio manager of a long/short hedge fund. He was previously a member of Madison’s equity team from 2002-2004, and prior to that he served in portfolio management and analyst roles at MFS Investment Management and David L. Babson & Company. Mr. Maginot, Vice President and Portfolio Manager/Analyst of Madison, has co-managed the Fund since April 2022. Mr. Maginot has worked in the financial services industry since 2012 and joined Madison in 2019 as an equity analyst. Prior to joining Madison, he was an investment analyst at Zuckerman Investment Group.
Mid Cap Fund. The Mid Cap Fund is co-managed by Richard Eisinger, Haruki Toyama and Andy Romanowich, CFA. Messrs. Eisinger and Toyama, whose biographical information is provided above, have co-managed the Fund since May 2010 and May 2015, respectively. Mr. Romanowich, Vice President and Portfolio Manager/Analyst, has co-managed the Fund since May 2019. Mr. Romanowich has been a member of the Madison equity team since joining the firm in 2009. Prior to joining Madison, he was an equity analyst at MEMBERS Capital Advisors and has worked in the financial services industry since 2004.
Information regarding the portfolio managers’ compensation, their ownership of securities in the Funds and the other accounts they manage can be found in the SAI.
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FINANCIAL HIGHLIGHTS
The financial highlights tables that follow are intended to help you understand the Funds’ financial performance for the past five years. Certain information reflects financial results for a single Fund share outstanding for the period presented. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions.
The financial highlights for each of the periods presented below have been derived from the Funds’ financial statements and financial highlights, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report, along with the Funds’ financial statements and financial highlights, is incorporated by reference in the SAI and included in the annual reports within Form N-CSR, each of which is available upon request.
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FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
CONSERVATIVE ALLOCATION FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 9.12 | $ | 9.07 | $ | 8.61 | $ | 10.40 | $ | 10.33 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.28 | 1 | 0.27 | 1 | 0.26 | 0.18 | 0.23 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.60 | 0.19 | 0.46 | (1.54 | ) | 0.15 | ||||||||||||||
| Total from investment operations | 0.88 | 0.46 | 0.72 | (1.36 | ) | 0.38 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.31 | ) | (0.41 | ) | (0.26 | ) | (0.18 | ) | (0.21 | ) | ||||||||||
| Capital gains | — | — | — | (0.25 | ) | (0.10 | ) | |||||||||||||
| Total distributions | (0.31 | ) | (0.41 | ) | (0.26 | ) | (0.43 | ) | (0.31 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.57 | 0.05 | 0.46 | (1.79 | ) | 0.07 | ||||||||||||||
| Net Asset Value at end of period | $ | 9.69 | $ | 9.12 | $ | 9.07 | $ | 8.61 | $ | 10.40 | ||||||||||
| Total Return (%)2 | 9.67 | 4.99 | 8.33 | (13.17 | ) | 3.59 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 38,885 | $ | 40,399 | $ | 101,017 | $ | 102,727 | $ | 134,456 | ||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 0.32 | 0.32 | 0.32 | 0.33 | 0.32 | |||||||||||||||
| After waiver of expenses by Adviser (%) | 0.32 | 0.32 | 0.32 | 0.29 | 0.22 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | ||||||||||||||||||||
| Before reimbursement of expenses by Advisor (%) | 2.94 | 2.88 | 2.77 | 1.70 | 1.94 | |||||||||||||||
| After reimbursement of expenses by Advisor (%) | 2.94 | 2.88 | 2.77 | 1.74 | 2.04 | |||||||||||||||
| Portfolio turnover (%)3 | 28 | 48 | 49 | 64 | 50 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 9.17 | $ | 9.12 | $ | 8.65 | $ | 10.42 | $ | 10.36 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.26 | 1 | 0.27 | 1 | 0.21 | 0.13 | 0.19 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.60 | 0.16 | 0.48 | (1.51 | ) | 0.15 | ||||||||||||||
| Total from investment operations | 0.86 | 0.43 | 0.69 | (1.38 | ) | 0.34 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.29 | ) | (0.38 | ) | (0.22 | ) | (0.14 | ) | (0.18 | ) | ||||||||||
| Capital gains | — | — | — | (0.25 | ) | (0.10 | ) | |||||||||||||
| Total distributions | (0.29 | ) | (0.38 | ) | (0.22 | ) | (0.39 | ) | (0.28 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.57 | 0.05 | 0.47 | (1.77 | ) | 0.06 | ||||||||||||||
| Net Asset Value at end of period | $ | 9.74 | $ | 9.17 | $ | 9.12 | $ | 8.65 | $ | 10.42 | ||||||||||
| Total Return (%)2 | 9.40 | 4.74 | 8.06 | (13.38 | ) | 3.33 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 7,477 | $ | 8,144 | $ | 10,057 | $ | 12,679 | $ | 17,373 | ||||||||||
| Ratios of expenses to average net assets: | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 0.57 | 0.57 | 0.57 | 0.58 | 0.57 | |||||||||||||||
| After waiver of expenses by Adviser (%) | 0.57 | 0.57 | 0.57 | 0.54 | 0.47 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | ||||||||||||||||||||
| Before reimbursement of expenses by Advisor (%) | 2.68 | 2.91 | 2.46 | 1.44 | 1.69 | |||||||||||||||
| After reimbursement of expenses by Advisor (%) | 2.68 | 2.91 | 2.46 | 1.48 | 1.79 | |||||||||||||||
| Portfolio turnover (%)3 | 28 | 48 | 49 | 64 | 50 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 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. |
| 3 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
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FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
MODERATE ALLOCATION FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 9.00 | $ | 8.79 | $ | 8.13 | $ | 10.29 | $ | 10.09 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.22 | 1 | 0.24 | 1 | 0.22 | 0.15 | 0.28 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.77 | 0.40 | 0.67 | (1.53 | ) | 0.46 | ||||||||||||||
| Total from investment operations | 0.99 | 0.64 | 0.89 | (1.38 | ) | 0.74 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.25 | ) | (0.25 | ) | (0.22 | ) | (0.16 | ) | (0.26 | ) | ||||||||||
| Capital gains | (0.42 | ) | (0.18 | ) | (0.01 | ) | (0.62 | ) | (0.28 | ) | ||||||||||
| Total distributions | (0.67 | ) | (0.43 | ) | (0.23 | ) | (0.78 | ) | (0.54 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.32 | 0.21 | 0.66 | (2.16 | ) | 0.20 | ||||||||||||||
| Net Asset Value at end of period | $ | 9.32 | $ | 9.00 | $ | 8.79 | $ | 8.13 | $ | 10.29 | ||||||||||
| Total Return (%)2 | 11.17 | 7.34 | 10.82 | (13.54 | ) | 7.40 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 89,959 | $ | 98,814 | $ | 103,239 | $ | 107,664 | $ | 146,647 | ||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 0.32 | 0.32 | 0.32 | 0.33 | 0.32 | |||||||||||||||
| After waiver of expenses by Adviser (%) | 0.32 | 0.32 | 0.32 | 0.29 | 0.22 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | ||||||||||||||||||||
| Before waivers of expenses by Advisor (%) | 2.37 | 2.57 | 2.38 | 1.54 | 2.27 | |||||||||||||||
| After waiver of expenses by Advisor (%) | 2.37 | 2.57 | 2.38 | 1.58 | 2.37 | |||||||||||||||
| Portfolio turnover (%)3 | 32 | 50 | 57 | 64 | 59 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 9.04 | $ | 8.82 | $ | 8.16 | $ | 10.31 | $ | 10.10 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.20 | 1 | 0.21 | 1 | 0.13 | 0.09 | 0.21 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.77 | 0.42 | 0.73 | (1.49 | ) | 0.51 | ||||||||||||||
| Total from investment operations | 0.97 | 0.63 | 0.86 | (1.40 | ) | 0.72 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.23 | ) | (0.23 | ) | (0.19 | ) | (0.13 | ) | (0.23 | ) | ||||||||||
| Capital gains | (0.42 | ) | (0.18 | ) | (0.01 | ) | (0.62 | ) | (0.28 | ) | ||||||||||
| Total distributions | (0.65 | ) | (0.41 | ) | (0.20 | ) | (0.75 | ) | (0.51 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.32 | 0.22 | 0.66 | (2.15 | ) | 0.21 | ||||||||||||||
| Net Asset Value at end of period | $ | 9.36 | $ | 9.04 | $ | 8.82 | $ | 8.16 | $ | 10.31 | ||||||||||
| Total Return (%)2 | 10.89 | 7.07 | 10.54 | (13.76 | ) | 7.13 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 8,068 | $ | 8,643 | $ | 9,958 | $ | 11,241 | $ | 16,166 | ||||||||||
| Ratios of expenses to average net assets: | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 0.57 | 0.57 | 0.57 | 0.58 | 0.57 | |||||||||||||||
| After waiver of expenses by Adviser (%) | 0.57 | 0.57 | 0.57 | 0.54 | 0.47 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | ||||||||||||||||||||
| Before waivers of expenses by Advisor (%) | 2.12 | 2.27 | 2.11 | 1.28 | 2.07 | |||||||||||||||
| After waivers of expenses by Advisor (%) | 2.12 | 2.27 | 2.11 | 1.32 | 2.17 | |||||||||||||||
| Portfolio turnover (%)3 | 32 | 50 | 57 | 64 | 59 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 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. |
| 3 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
42
FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
AGGRESSIVE ALLOCATION FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 8.01 | $ | 7.77 | $ | 7.04 | $ | 9.08 | $ | 8.76 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.16 | 1 | 0.19 | 1 | 0.18 | 0.13 | 0.28 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.84 | 0.51 | 0.73 | (1.39 | ) | 0.61 | ||||||||||||||
| Total from investment operations | 1.00 | 0.70 | 0.91 | (1.26 | ) | 0.89 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.18 | ) | (0.19 | ) | (0.18 | ) | (0.14 | ) | (0.26 | ) | ||||||||||
| Capital gains | (0.43 | ) | (0.27 | ) | (0.00 | )2 | (0.64 | ) | (0.31 | ) | ||||||||||
| Total distributions | (0.61 | ) | (0.46 | ) | (0.18 | ) | (0.78 | ) | (0.57 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.39 | 0.24 | 0.73 | (2.04 | ) | 0.32 | ||||||||||||||
| Net Asset Value at end of period | $ | 8.40 | $ | 8.01 | $ | 7.77 | $ | 7.04 | $ | 9.08 | ||||||||||
| Total Return (%)3 | 12.73 | 9.08 | 12.88 | (14.35 | ) | 10.18 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 38,297 | $ | 40,438 | $ | 38,443 | $ | 39,149 | $ | 52,574 | ||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 0.32 | 0.33 | 0.32 | 0.33 | 0.32 | |||||||||||||||
| After waiver of expenses by Adviser (%) | 0.32 | 0.33 | 0.32 | 0.29 | 0.22 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 1.90 | 2.25 | 2.14 | 1.46 | 2.64 | |||||||||||||||
| Before waivers of expenses by Adviser (%) | 1.90 | 2.25 | 2.14 | 1.50 | 2.74 | |||||||||||||||
| Portfolio turnover (%)4 | 34 | 60 | 64 | 70 | 71 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 8.00 | $ | 7.76 | $ | 7.02 | $ | 9.06 | $ | 8.74 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.14 | 1 | 0.16 | 1 | 0.14 | 0.10 | 0.22 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.85 | 0.52 | 0.75 | (1.39 | ) | 0.64 | ||||||||||||||
| Total from investment operations | 0.99 | 0.68 | 0.89 | (1.29 | ) | 0.86 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.16 | ) | (0.17 | ) | (0.15 | ) | (0.11 | ) | (0.23 | ) | ||||||||||
| Capital gains | (0.43 | ) | (0.27 | ) | (0.00 | )2 | (0.64 | ) | (0.31 | ) | ||||||||||
| Total distributions | (0.59 | ) | (0.44 | ) | (0.15 | ) | (0.75 | ) | (0.54 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.40 | 0.24 | 0.74 | (2.04 | ) | 0.32 | ||||||||||||||
| Net Asset Value at end of period | $ | 8.40 | $ | 8.00 | $ | 7.76 | $ | 7.02 | $ | 9.06 | ||||||||||
| Total Return (%)3 | 12.45 | 8.81 | 12.60 | (14.57 | ) | 9.90 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 516 | $ | 466 | $ | 472 | $ | 614 | $ | 799 | ||||||||||
| Ratios of expenses to average net assets: | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 0.57 | 0.58 | 0.57 | 0.58 | 0.57 | |||||||||||||||
| After waiver of expenses by Adviser (%) | 0.57 | 0.58 | 0.57 | 0.54 | 0.47 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | ||||||||||||||||||||
| Before waivers of expenses by Adviser (%) | 1.71 | 1.95 | 1.84 | 1.23 | 2.32 | |||||||||||||||
| After waiver of expenses by Adviser (%) | 1.71 | 1.95 | 1.84 | 1.27 | 2.42 | |||||||||||||||
| Portfolio turnover (%)4 | 34 | 60 | 64 | 70 | 71 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 2 | Amounts represent less than $(0.005) per share. |
| 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 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
43
FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
DIVERSIFIED INCOME FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 13.52 | $ | 14.09 | $ | 16.09 | $ | 19.65 | $ | 19.47 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.62 | 1 | 0.89 | 1 | 0.45 | 0.41 | 0.36 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.33 | (0.17 | ) | 0.14 | (1.89 | ) | 2.53 | |||||||||||||
| Total from investment operations | 0.95 | 0.72 | 0.59 | (1.48 | ) | 2.89 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.82 | ) | (0.89 | ) | (0.44 | ) | (0.41 | ) | (0.39 | ) | ||||||||||
| Capital gains | (0.01 | ) | (0.40 | ) | (2.15 | ) | (1.67 | ) | (2.32 | ) | ||||||||||
| Total distributions | (0.83 | ) | (1.29 | ) | (2.59 | ) | (2.08 | ) | (2.71 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.12 | (0.57 | ) | (2.00 | ) | (3.56 | ) | 0.18 | ||||||||||||
| Net Asset Value at end of period | $ | 13.64 | $ | 13.52 | $ | 14.09 | $ | 16.09 | $ | 19.65 | ||||||||||
| Total Return (%)2 | 7.08 | 5.24 | 3.77 | (7.64 | ) | 14.92 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 120,544 | $ | 131,174 | $ | 150,186 | $ | 166,136 | $ | 200,806 | ||||||||||
| Ratio of expenses to average net assets (%) | 0.27 | 0.27 | 0.54 | 0.73 | 0.72 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 4.49 | 6.22 | 2.72 | 2.18 | 1.64 | |||||||||||||||
| Portfolio Turnover (%)3 | 20 | 11 | 118 | 32 | 34 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 13.27 | $ | 13.84 | $ | 15.85 | $ | 19.39 | $ | 19.27 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.57 | 1 | 0.84 | 1 | 0.42 | 0.37 | 0.32 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.33 | (0.16 | ) | 0.12 | (1.88 | ) | 2.48 | |||||||||||||
| Total from investment operations | 0.90 | 0.68 | 0.54 | (1.51 | ) | 2.80 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.79 | ) | (0.85 | ) | (0.40 | ) | (0.36 | ) | (0.36 | ) | ||||||||||
| Capital gains | (0.01 | ) | (0.40 | ) | (2.15 | ) | (1.67 | ) | (2.32 | ) | ||||||||||
| Total distributions | (0.80 | ) | (1.25 | ) | (2.55 | ) | (2.03 | ) | (2.68 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.10 | (0.57 | ) | (2.01 | ) | (3.54 | ) | 0.12 | ||||||||||||
| Net Asset Value at end of period | $ | 13.37 | $ | 13.27 | $ | 13.84 | $ | 15.85 | $ | 19.39 | ||||||||||
| Total Return (%)2 | 6.81 | 4.98 | 3.51 | (7.87 | ) | 14.64 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 16,557 | $ | 19,171 | $ | 21,959 | $ | 25,053 | $ | 29,739 | ||||||||||
| Ratios of expenses to average net assets (%) | 0.52 | 0.52 | 0.79 | 0.98 | 0.97 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 4.21 | 5.98 | 2.46 | 1.93 | 1.39 | |||||||||||||||
| Portfolio turnover (%)3 | 20 | 11 | 118 | 32 | 34 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 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. |
| 3 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
44
FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
CORE BOND FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 8.23 | $ | 8.41 | $ | 8.20 | $ | 9.74 | $ | 10.30 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.31 | 1 | 0.30 | 1 | 0.26 | 0.23 | 0.20 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.28 | (0.16 | ) | 0.23 | (1.50 | ) | (0.37 | ) | ||||||||||||
| Total from investment operations | 0.59 | 0.14 | 0.49 | (1.27 | ) | (0.17 | ) | |||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.39 | ) | (0.32 | ) | (0.28 | ) | (0.23 | ) | (0.23 | ) | ||||||||||
| Capital gains | — | — | — | (0.04 | ) | (0.16 | ) | |||||||||||||
| Total distributions | (0.39 | ) | (0.32 | ) | (0.28 | ) | (0.27 | ) | (0.39 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.20 | (0.18 | ) | 0.21 | (1.54 | ) | (0.56 | ) | ||||||||||||
| Net Asset Value at end of period | $ | 8.43 | $ | 8.23 | $ | 8.41 | $ | 8.20 | $ | 9.74 | ||||||||||
| Total Return (%)3 | 7.26 | 1.52 | 6.16 | (13.17 | ) | (1.58 | ) | |||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 41,029 | $ | 53,343 | $ | 61,642 | $ | 67,311 | $ | 85,758 | ||||||||||
| Ratio of expenses to average net assets (%) | 0.58 | 0.57 | 0.57 | 0.58 | 0.57 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 3.73 | 3.55 | 3.18 | 2.40 | 1.97 | |||||||||||||||
| Portfolio turnover (%)4 | 13 | 16 | 25 | 27 | 34 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 8.17 | $ | 8.36 | $ | 8.15 | $ | 9.69 | $ | 10.25 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.29 | 1 | 0.28 | 1 | 0.24 | 0.12 | 0.07 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.28 | (0.17 | ) | 0.23 | (1.41 | ) | (0.25 | ) | ||||||||||||
| Total from investment operations | 0.57 | 0.11 | 0.47 | (1.29 | ) | (0.18 | ) | |||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.37 | ) | (0.30 | ) | (0.26 | ) | (0.21 | ) | (0.22 | ) | ||||||||||
| Capital gains | — | — | — | (0.04 | ) | (0.16 | ) | |||||||||||||
| Total distributions | (0.37 | ) | (0.30 | ) | (0.26 | ) | (0.25 | ) | (0.38 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.20 | (0.19 | ) | 0.21 | (1.54 | ) | (0.56 | ) | ||||||||||||
| Net Asset Value at end of period | $ | 8.37 | $ | 8.17 | $ | 8.36 | $ | 8.15 | $ | 9.69 | ||||||||||
| Total Return (%)2 | 7.00 | 1.27 | 5.89 | (13.38 | ) | (1.83 | ) | |||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 10,765 | $ | 11,922 | $ | 13,329 | $ | 15,043 | $ | 19,379 | ||||||||||
| Ratios of expenses to average net assets (%) | 0.83 | 0.82 | 0.82 | 0.83 | 0.82 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 3.48 | 3.30 | 2.93 | 2.15 | 1.72 | |||||||||||||||
| Portfolio turnover (%)3 | 13 | 16 | 25 | 27 | 34 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 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. |
| 3 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
45
FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
LARGE CAP VALUE FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 23.37 | $ | 22.77 | $ | 23.35 | $ | 27.33 | $ | 23.34 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.48 | 1 | 0.53 | 1 | 0.55 | 0.63 | 0.49 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.50 | 1.27 | 0.03 | (1.96 | ) | 4.71 | ||||||||||||||
| Total from investment operations | 1.98 | 1.80 | 0.58 | (1.33 | ) | 5.20 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.59 | ) | (0.54 | ) | (0.58 | ) | (0.61 | ) | (0.49 | ) | ||||||||||
| Capital gains | (1.48 | ) | (0.66 | ) | (0.58 | ) | (2.04 | ) | (0.72 | ) | ||||||||||
| Total distributions | (2.07 | ) | (1.20 | ) | (1.16 | ) | (2.65 | ) | (1.21 | ) | ||||||||||
| Net increase (decrease) in net asset value | (0.09 | ) | 0.60 | (0.58 | ) | (3.98 | ) | 3.99 | ||||||||||||
| Net Asset Value at end of period | $ | 23.28 | $ | 23.37 | $ | 22.77 | $ | 23.35 | $ | 27.33 | ||||||||||
| Total Return (%)2 | 8.50 | 8.02 | 2.56 | (4.91 | ) | 22.36 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 159,167 | $ | 176,707 | $ | 185,880 | $ | 202,492 | $ | 239,621 | ||||||||||
| Ratio of expenses to average net assets (%) | 0.62 | 0.63 | 0.62 | 0.63 | 0.62 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 1.99 | 2.25 | 2.30 | 2.33 | 1.78 | |||||||||||||||
| Portfolio Turnover (%)3 | 24 | 20 | 28 | 29 | 32 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 22.89 | $ | 22.33 | $ | 22.91 | $ | 26.87 | $ | 22.99 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.41 | 1 | 0.46 | 1 | 0.37 | 0.42 | 0.24 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.47 | 1.24 | 0.15 | (1.80 | ) | 4.81 | ||||||||||||||
| Total from investment operations | 1.88 | 1.70 | 0.52 | (1.38 | ) | 5.05 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.53 | ) | (0.48 | ) | (0.52 | ) | (0.54 | ) | (0.45 | ) | ||||||||||
| Capital gains | (1.48 | ) | (0.66 | ) | (0.58 | ) | (2.04 | ) | (0.72 | ) | ||||||||||
| Total distributions | (2.01 | ) | (1.14 | ) | (1.10 | ) | (2.58 | ) | (1.17 | ) | ||||||||||
| Net increase (decrease) in net asset value | (0.13 | ) | 0.56 | (0.58 | ) | (3.96 | ) | 3.88 | ||||||||||||
| Net Asset Value at end of period | $ | 22.76 | $ | 22.89 | $ | 22.33 | $ | 22.91 | $ | 26.87 | ||||||||||
| Total Return (%)2 | 8.23 | 7.75 | 2.31 | (5.14 | ) | 22.05 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 1,435 | $ | 1,823 | $ | 2,010 | $ | 2,296 | $ | 3,128 | ||||||||||
| Ratios of expenses to average net assets (%) | 0.87 | 0.88 | 0.87 | 0.87 | 0.87 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 1.74 | 2.00 | 2.04 | 2.06 | 1.52 | |||||||||||||||
| Portfolio turnover (%)3 | 24 | 20 | 28 | 29 | 32 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 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. |
| 3 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
46
FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
LARGE CAP GROWTH FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 23.04 | $ | 21.63 | $ | 18.79 | $ | 23.42 | $ | 21.11 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.09 | 1 | 0.15 | 1 | 0.07 | 0.07 | 0.10 | |||||||||||||
| Net realized and unrealized gain on investments | 0.65 | 3.37 | 4.84 | (3.21 | ) | 4.68 | ||||||||||||||
| Total from investment operations | 0.74 | 3.52 | 4.91 | (3.14 | ) | 4.78 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.11 | ) | (0.15 | ) | (0.07 | ) | (0.08 | ) | (0.08 | ) | ||||||||||
| Capital gains | (3.25 | ) | (1.96 | ) | (2.00 | ) | (1.41 | ) | (2.39 | ) | ||||||||||
| Total distributions | (3.36 | ) | (2.11 | ) | (2.07 | ) | (1.49 | ) | (2.47 | ) | ||||||||||
| Net increase (decrease) in net asset value | (2.62 | ) | 1.41 | 2.84 | (4.63 | ) | 2.31 | |||||||||||||
| Net Asset Value at end of period | $ | 20.42 | $ | 23.04 | $ | 21.63 | $ | 18.79 | $ | 23.42 | ||||||||||
| Total Return (%)2 | 3.30 | 16.41 | 26.38 | (13.45 | ) | 22.96 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 162,949 | $ | 191,639 | $ | 189,065 | $ | 166,176 | $ | 213,648 | ||||||||||
| Ratio of expenses to average net assets (%) | 0.83 | 0.83 | 0.82 | 0.83 | 0.82 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 0.39 | 0.63 | 0.36 | 0.30 | 0.40 | |||||||||||||||
| Portfolio Turnover (%)3 | 23 | 9 | 13 | 12 | 16 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 22.12 | $ | 20.86 | $ | 18.19 | $ | 22.73 | $ | 20.57 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.03 | 1 | 0.08 | 1 | (0.09 | ) | (0.05 | ) | (0.04 | ) | ||||||||||
| Net realized and unrealized gain on investments | 0.64 | 3.25 | 4.80 | (3.05 | ) | 4.64 | ||||||||||||||
| Total from investment operations | 0.67 | 3.33 | 4.71 | (3.10 | ) | 4.60 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.07 | ) | (0.11 | ) | (0.04 | ) | (0.03 | ) | (0.05 | ) | ||||||||||
| Capital gains | (3.25 | ) | (1.96 | ) | (2.00 | ) | (1.41 | ) | (2.39 | ) | ||||||||||
| Total distributions | (3.32 | ) | (2.07 | ) | (2.04 | ) | (1.44 | ) | (2.44 | ) | ||||||||||
| Net increase (decrease) in net asset value | (2.65 | ) | 1.26 | 2.67 | (4.54 | ) | 2.16 | |||||||||||||
| Net Asset Value at end of period | $ | 19.47 | $ | 22.12 | $ | 20.86 | $ | 18.19 | $ | 22.73 | ||||||||||
| Total Return (%)2 | 3.04 | 16.12 | 26.07 | (13.67 | ) | 22.66 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 7,071 | $ | 8,703 | $ | 9,811 | $ | 10,324 | $ | 14,667 | ||||||||||
| Ratios of expenses to average net assets (%) | 1.08 | 1.08 | 1.07 | 1.08 | 1.07 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 0.14 | 0.36 | 0.09 | 0.04 | 0.17 | |||||||||||||||
| Portfolio turnover (%)3 | 23 | 9 | 13 | 12 | 16 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 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. |
| 3 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
47
FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
MID CAP FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 17.02 | $ | 18.47 | $ | 15.79 | $ | 19.99 | $ | 17.97 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income (loss) | 0.03 | 1 | 0.13 | 1 | 0.02 | (0.02 | ) | 0.01 | ||||||||||||
| Net realized and unrealized gain on investments | 0.18 | 1.82 | 4.18 | (2.61 | ) | 4.62 | ||||||||||||||
| Total from investment operations | 0.21 | 1.95 | 4.20 | (2.63 | ) | 4.63 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.05 | ) | (0.13 | ) | (0.03 | ) | — | — | ||||||||||||
| Capital gains | (3.86 | ) | (3.27 | ) | (1.49 | ) | (1.57 | ) | (2.61 | ) | ||||||||||
| Total distributions | (3.91 | ) | (3.40 | ) | (1.52 | ) | (1.57 | ) | (2.61 | ) | ||||||||||
| Net increase (decrease) in net asset value | (3.70 | ) | (1.45 | ) | 2.68 | (4.20 | ) | 2.02 | ||||||||||||
| Net Asset Value at end of period | $ | 13.32 | $ | 17.02 | $ | 18.47 | $ | 15.79 | $ | 19.99 | ||||||||||
| Total Return (%)2 | 1.27 | 10.84 | 26.85 | (13.17 | ) | 26.39 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 107,971 | $ | 138,093 | $ | 149,182 | $ | 133,928 | $ | 176,437 | ||||||||||
| Ratio of expenses to average net assets (%) | 0.93 | 0.92 | 0.92 | 0.93 | 0.92 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 0.19 | 0.66 | 0.08 | (0.15 | ) | 0.06 | ||||||||||||||
| Portfolio Turnover (%)3 | 19 | 15 | 13 | 17 | 25 | |||||||||||||||
| CLASS II | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 15.76 | $ | 17.35 | $ | 14.92 | $ | 19.04 | $ | 17.26 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income (loss) | (0.01 | )1 | 0.07 | 1 | (0.17 | ) | (0.14 | ) | (0.14 | ) | ||||||||||
| Net realized and unrealized gain (loss) on investments | 0.16 | 1.71 | 4.09 | (2.41 | ) | 4.53 | ||||||||||||||
| Total from investment operations | 0.15 | 1.78 | 3.92 | (2.55 | ) | 4.39 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.02 | ) | (0.10 | ) | — | — | — | |||||||||||||
| Capital gains | (3.86 | ) | (3.27 | ) | (1.49 | ) | (1.57 | ) | (2.61 | ) | ||||||||||
| Total distributions | (3.88 | ) | (3.37 | ) | (1.49 | ) | (1.57 | ) | (2.61 | ) | ||||||||||
| Net increase (decrease) in net asset value | (3.73 | ) | (1.59 | ) | 2.43 | (4.12 | ) | 1.78 | ||||||||||||
| Net Asset Value at end of period | $ | 12.03 | $ | 15.76 | $ | 17.35 | $ | 14.92 | $ | 19.04 | ||||||||||
| Total Return (%)2 | 1.02 | 10.57 | 26.53 | (13.39 | ) | 26.08 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 3,111 | $ | 3,830 | $ | 4,578 | $ | 4,595 | $ | 6,487 | ||||||||||
| Ratios of expenses to average net assets (%) | 1.18 | 1.17 | 1.17 | 1.18 | 1.17 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | (0.05 | ) | 0.39 | (0.18 | ) | (0.41 | ) | (0.17 | ) | |||||||||||
| Portfolio turnover (%)3 | 19 | 15 | 13 | 17 | 25 |
| 1 | Per share amounts have been calculated using the average shares method. |
| 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. |
| 3 | Portfolio turnover is calculated at the fund level and represents the entire fiscal year. |
48
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49
MORE INFORMATION ABOUT ULTRA SERIES FUND
The following documents contain more information about the Funds and are available free of charge upon request:
Statement of Additional Information. The SAI contains additional information about the Funds. A current SAI has been filed with the SEC and is incorporated herein by reference. This means that the SAI, for legal purposes, is part of this prospectus.
Annual and Semi-Annual Reports. The Funds’ annual and semi-annual reports to shareholders and Form N-CSR provide additional information about a Fund’s investments. The annual report contains a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Funds’ annual and semi-annual financial statements.
Requesting Documents. You may request a copy of the SAI and the annual and semi-annual reports, make shareholder inquiries, or request other information, such as the Funds’ financial statements, without charge, by contacting your financial advisor or by contacting the Funds at: Ultra Series Fund, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, WI 53711; telephone: 1-800-670-3600. The SAI, annual and semi-annual reports and other information, such as the Funds’ financial statements, are also available, without charge, on the Funds’ website at www.ultraseriesfund.com.
Reports and other information about the Funds are also available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following email address: [email protected].
Ultra Series Fund
c/o Madison Asset Management, LLC
550 Science Drive
Madison, WI 57311
Investment Company
File No. 811-04815
50
ULTRA SERIES FUND
Prospectus - May 1, 2026
Target Date Funds
Madison Target Retirement 2020 Fund
Class I
Madison Target Retirement 2030 Fund
Class I
Madison Target Retirement 2040 Fund
Class I
Madison Target Retirement 2050 Fund
Class I
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the shares in these funds, nor does the Commission guarantee the accuracy or adequacy of the prospectus. Any statement to the contrary is a criminal offense.
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ULTRA SERIES FUND
TABLE OF CONTENTS
Please note that an investment in any of these funds is not a deposit in a financial institution and is neither insured nor endorsed in any way by any financial institution or government agency.
(This page intentionally left blank).
FUND SUMMARY
The Madison Target Retirement 2020 Fund seeks to provide capital appreciation and current income consistent with its current asset allocation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
| Class I | |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | |
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | |
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
|
Class I |
| Management Fees | |
| Distribution and/or Service (Rule 12b-1) Fees | |
| Other Expenses | |
| Acquired Fund Fees and Expenses1 | |
| Total Annual Fund Operating Expenses2 |
1 Fees and expenses incurred indirectly by the Fund as a result of investing in the shares of one or more underlying funds.
2 Total annual fund operating expenses for the year ended December 31, 2025 do not correlate to the ratio of expenses to average net assets provided in the financial highlights section of the prospectus, which reflects only the operating expenses of the Fund and does not include acquired fund fees and expenses.
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
1
The Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”) (the “underlying funds”), according to an asset allocation strategy developed by the Fund’s investment adviser, Madison Asset Management, LLC (“Madison”), for investors planning to retire in or within a few years of 2020. Over time, the Fund’s asset allocation will become more conservative until it reaches approximately 10-30% in stock funds and 70-90% in bond funds as illustrated in the chart below.
| - | Bond Funds: | 77.3% |
| - | Foreign Stock Funds: | 5.8% |
| - | Short-Term Investments: | 2.8% |
| - | Stock Funds: | 14.1% |
| - | Net Other Assets and Liabilities: | 0.0% |
On a periodic basis, Madison will evaluate and sometimes revise the Fund’s asset allocation, including revising the asset class weightings and adding and/or removing underlying funds. Madison will also monitor the underlying funds on an ongoing basis and may increase or decrease the Fund’s investment in one or several underlying funds. The underlying fund selections are made based on several considerations, including the Fund’s style or asset class exposures, portfolio characteristics, risk profile, and investment process.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
2
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform compared to other funds with a similar investment objective.
Interest Rate Risk. The Fund, through the underlying funds, is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk. The Fund, through the underlying funds, is also subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk. The Fund, through the underlying funds, may invest in non-investment grade securities (i.e., “junk” bonds). Issuers of non-investment grade securities are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Alternative Strategies Risk. The Fund, through the underlying funds, invests in equity and debt securities, along with derivatives, such as forwards, futures, options, or swaps. The underlying funds that use alternative investment strategies may be subject to risks including, but not limited to, derivatives risk, liquidity risk, credit risk and commodities risk. These additional risks could cause an underlying fund, and thus the Fund, to experience losses to which it would otherwise not be subject. Certain alternative strategies involve the risk that a counterparty to a transaction will not perform as promised, which could result in losses to the Fund. Furthermore, alternative strategies may employ leverage, involve extensive short positions and/or focus on narrow segments of the market, which may magnify the overall risks and volatility associated with such investments.
Equity Risk. The Fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
ETF Risks. The main risks of investing in ETFs are the same as the risk of investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market Risk. Investments of underlying funds that invest in foreign securities, including American Depositary Receipts (“ADRs”) and emerging market securities, involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Market Risk. While the majority of the Fund’s assets will typically be invested in underlying funds that invest primarily in debt securities, to the extent that the Fund invests in underlying funds that invest in equities, the Fund is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements.
3
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Bloomberg U.S. Aggregate Bond Index (reflects no deductions for sales charges, account fees, expenses or taxes) | - |
||
| S&P Target Date To 2020 Index (reflects no deductions for sales charges, account fees, expenses or taxes) |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager), and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Ryan has served in this capacity since October 2007, and Mr. Dybdahl has served in this capacity since February 2023.
Purchase and Sale of Fund Shares
Fund shares are not sold directly to the public. The purchase of Fund shares is limited to separate accounts of insurance companies that exclusively support variable annuity contracts that qualify as pension plan contracts under Section 818(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Orders received from the separate accounts are invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable annuity contracts disclosure statement for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net investment income distributions are declared and paid annually. Net capital gain distributions, if any, are typically made in December. The distributions received from the Fund should be subject to the special rules set forth in Sections 807, 817(a) and 817(b) of the Code, which are designed to effectively eliminate current taxation with respect to assets held in separate accounts by insurance companies to the extent such assets support variable contracts. It should also be noted that the Fund does not intend to satisfy the requirements of Section 817(h) of the Code. Therefore, shares of the Fund should only be purchased by separate accounts of insurance companies that support variable life insurance or annuity contracts that qualify as pension plans contracts under Section 818(a) of the Code, as such contracts are not subject to the requirements of Section 817(h). If Fund shares were to be purchased by a separate account to support a variable contract that is not a pension plan contract, the contract would not be treated as a life insurance contract or annuity contract for federal tax purposes and the investment earnings under such contract would be currently taxable.
4
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
5
FUND SUMMARY
The Madison Target Retirement 2030 Fund seeks to provide capital appreciation and current income consistent with its current asset allocation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
| Class I | |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | |
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | |
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
|
Class I |
| Management Fees | |
| Distribution and/or Service (Rule 12b-1) Fees | |
| Other Expenses | |
| Acquired Fund Fees and Expenses1 | |
| Total Annual Fund Operating Expenses2 |
1 Fees and expenses incurred indirectly by the Fund as a result of investing in the shares of one or more underlying funds.
2
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
6
The Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”) (the “underlying funds”), according to an asset allocation strategy developed by the Fund’s investment adviser, Madison Asset Management, LLC (“Madison”), for investors planning to retire in or within a few years of 2030. Over time, the Fund’s asset allocation will become more conservative until it reaches approximately 10-30% in stock funds and 70-90% in bond funds as illustrated in the chart below.
| - | Bond Funds: | 59.6% |
| - | Foreign Stock Funds: | 10.5% |
| - | Short-Term Investments: | 3.5% |
| - | Stock Funds: | 26.3% |
| - | Net Other Assets and Liabilities: | 0.1% |
On a periodic basis, Madison will evaluate and sometimes revise the Fund’s asset allocation, including revising the asset class weightings and adding and/or removing underlying funds. Madison will also monitor the underlying funds on an ongoing basis and may increase or decrease the Fund’s investment in one or several underlying funds. The underlying fund selections are made based on several considerations, including the Fund’s style or asset class exposures, portfolio characteristics, risk profile, and investment process.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
7
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform compared to other funds with a similar investment objective.
Interest Rate Risk. The Fund, through the underlying funds, is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk. The Fund, through the underlying funds, is also subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk. The Fund, through the underlying funds, may invest in non-investment grade securities (i.e., “junk” bonds). Issuers of non-investment grade securities are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Alternative Strategies Risk. The Fund, through the underlying funds, invests in equity and debt securities, along with derivatives, such as forwards, futures, options, or swaps. The underlying funds that use alternative investment strategies may be subject to risks including, but not limited to, derivatives risk, liquidity risk, credit risk and commodities risk. These additional risks could cause an underlying fund, and thus the Fund, to experience losses to which it would otherwise not be subject. Certain alternative strategies involve the risk that a counterparty to a transaction will not perform as promised, which could result in losses to the Fund. Furthermore, alternative strategies may employ leverage, involve extensive short positions and/or focus on narrow segments of the market, which may magnify the overall risks and volatility associated with such investments.
Equity Risk. The Fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
ETF Risks. The main risks of investing in ETFs are the same as the risk of investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market Risk. Investments of underlying funds that invest in foreign securities, including American Depositary Receipts (“ADRs”) and emerging market securities, involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Market Risk. While the majority of the Fund’s assets will typically be invested in underlying funds that invest primarily in debt securities, to the extent that the Fund invests in underlying funds that invest in equities, the Fund is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements.
8
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Russell 3000 Index (reflects no deductions for sales charges, account fees, expenses or taxes) | |||
| S&P Target Date To 2030 Index (reflects no deduction for sales charges, account fees, expenses or taxes) |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager), and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Ryan has served in this capacity since October 2007, and Mr. Dybdahl has served in this capacity since February 2023.
Purchase and Sale of Fund Shares
Fund shares are not sold directly to the public. The purchase of Fund shares is limited to separate accounts of insurance companies that exclusively support variable annuity contracts that qualify as pension plan contracts under Section 818(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Orders received from the separate accounts are invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable annuity contracts disclosure statement for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net investment income distributions are declared and paid annually. Net capital gain distributions, if any, are typically made in December. The distributions received from the Fund should be subject to the special rules set forth in Sections 807, 817(a) and 817(b) of the Code, which are designed to effectively eliminate current taxation with respect to assets held in separate accounts by insurance companies to the extent such assets support variable contracts. It should also be noted that the Fund does not intend to satisfy the requirements of Section 817(h) of the Code. Therefore, shares of the Fund should only be purchased by separate accounts of insurance companies that support variable life insurance or annuity contracts that qualify as pension plans contracts under Section 818(a) of the Code, as such contracts are not subject to the requirements of Section 817(h). If Fund shares were to be purchased by a separate account to support a variable contract that is not a pension plan contract, the contract would not be treated as a life insurance contract or annuity contract for federal tax purposes and the investment earnings under such contract would be currently taxable.
9
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
10
FUND SUMMARY
The Madison Target Retirement 2040 Fund seeks to provide capital appreciation and current income consistent with its current asset allocation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
|
(fees paid directly from your investment) |
Class I |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | |
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | |
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
|
Class I |
| Management Fees | |
| Distribution and/or Service (Rule 12b-1) Fees | |
| Other Expenses | |
| Acquired Fund Fees and Expenses1 | |
| Total Annual Fund Operating Expenses2 |
1 Fees and expenses incurred indirectly by the Fund as a result of investing in the shares of one or more underlying funds.
2
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
11
The Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”) (the “underlying funds”), according to an asset allocation strategy developed by the Fund’s investment adviser, Madison Asset Management, LLC (“Madison”), for investors planning to retire in or within a few years of 2040. Over time, the Fund’s asset allocation will become more conservative until it reaches approximately 10-30% in stock funds and 70-90% in bond funds as illustrated in the chart below.
| - | Bond Funds: | 37.3% |
| - | Foreign Stock Funds: | 17.0% |
| - | Short-Term Investments: | 3.5% |
| - | Stock Funds: | 42.1% |
| - | Net Other Assets and Liabilities: | 0.1% |
On a periodic basis, Madison will evaluate and sometimes revise the Fund’s asset allocation, including revising the asset class weightings and adding and/or removing underlying funds. Madison will also monitor the underlying funds on an ongoing basis and may increase or decrease the Fund’s investment in one or several underlying funds. The underlying fund selections are made based on several considerations, including the Fund’s style or asset class exposures, portfolio characteristics, risk profile, and investment process.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
12
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform compared to other funds with a similar investment objective.
Interest Rate Risk. The Fund, through the underlying funds, is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk. The Fund, through the underlying funds, is also subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk. The Fund, through the underlying funds, may invest in non-investment grade securities (i.e., “junk” bonds). Issuers of non-investment grade securities are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Alternative Strategies Risk. The Fund, through the underlying funds, invests in equity and debt securities, along with derivatives, such as forwards, futures, options, or swaps. The underlying funds that use alternative investment strategies may be subject to risks including, but not limited to, derivatives risk, liquidity risk, credit risk and commodities risk. These additional risks could cause an underlying fund, and thus the Fund, to experience losses to which it would otherwise not be subject. Certain alternative strategies involve the risk that a counterparty to a transaction will not perform as promised, which could result in losses to the Fund. Furthermore, alternative strategies may employ leverage, involve extensive short positions and/or focus on narrow segments of the market, which may magnify the overall risks and volatility associated with such investments.
Equity Risk. The Fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
ETF Risks. The main risks of investing in ETFs are the same as the risk of investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market Risk. Investments of underlying funds that invest in foreign securities, including American Depositary Receipts (“ADRs”) and emerging market securities, involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Market Risk. While the majority of the Fund’s assets will typically be invested in underlying funds that invest primarily in debt securities, to the extent that the Fund invests in underlying funds that invest in equities, the Fund is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements.
13
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Russell 3000 Index (reflects no deductions for sales charges, account fees, expenses or taxes) | |||
| S&P Target Date To 2040 Index (reflects no deduction for sales charges, account fees, expenses or taxes) |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager), and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Ryan has served in this capacity since October 2007, and Mr. Dybdahl has served in this capacity since February 2023.
Purchase and Sale of Fund Shares
Fund shares are not sold directly to the public. The purchase of Fund shares is limited to separate accounts of insurance companies that exclusively support variable annuity contracts that qualify as pension plan contracts under Section 818(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Orders received from the separate accounts are invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable annuity contracts disclosure statement for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net investment income distributions are declared and paid annually. Net capital gain distributions, if any, are typically made in December. The distributions received from the Fund should be subject to the special rules set forth in Sections 807, 817(a) and 817(b) of the Code, which are designed to effectively eliminate current taxation with respect to assets held in separate accounts by insurance companies to the extent such assets support variable contracts. It should also be noted that the Fund does not intend to satisfy the requirements of Section 817(h) of the Code. Therefore, shares of the Fund should only be purchased by separate accounts of insurance companies that support variable life insurance or annuity contracts that qualify as pension plans contracts under Section 818(a) of the Code, as such contracts are not subject to the requirements of Section 817(h). If Fund shares were to be purchased by a separate account to support a variable contract that is not a pension plan contract, the contract would not be treated as a life insurance contract or annuity contract for federal tax purposes and the investment earnings under such contract would be currently taxable.
14
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
15
FUND SUMMARY
The Madison Target Retirement 2050 Fund seeks to provide capital appreciation and current income consistent with its current asset allocation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. Actual expenses may be greater or less than those shown. The expenses do not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
| Class I | |
| Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) | |
| Maximum Deferred Sales Charge (as a percentage of amount redeemed) | |
| Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed) |
|
Class I |
| Management Fees | |
| Distribution and/or Service (Rule 12b-1) Fees | |
| Other Expenses | |
| Acquired Fund Fees and Expenses1 | |
| Total Annual Fund Operating Expenses2 |
1 Fees and expenses incurred indirectly by the Fund as a result of investing in the shares of one or more underlying funds.
2
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Class I | $ |
$ |
$ |
$ |
The example does not reflect any expenses, fees or charges paid under your variable contract or retirement plan. If these expenses, fees or charges were included, your costs would be higher.
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in total annual Fund
operating expenses or in the expense examples above, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s portfolio turnover rate was
16
The Fund invests primarily in shares of other registered investment companies, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”) (the “underlying funds”), according to an asset allocation strategy developed by the Fund’s investment adviser, Madison Asset Management, LLC (“Madison”), for investors planning to retire in or within a few years of 2050. Over time, the Fund’s asset allocation will become more conservative until it reaches approximately 10-30% in stock funds and 70-90% in bond funds as illustrated in the chart below.
| - | Bond Funds: | 27.0 % |
| - | Foreign Stock Funds: | 19.7 % |
| - | Short-Term Investments: | 4.2% |
| - | Stock Funds: | 48.9% |
| - | Net Other Assets and Liabilities: | 0.2% |
On a periodic basis, Madison will evaluate and sometimes revise the Fund’s asset allocation, including revising the asset class weightings and adding and/or removing underlying funds. Madison will also monitor the underlying funds on an ongoing basis and may increase or decrease the Fund’s investment in one or several underlying funds. The underlying fund selections are made based on several considerations, including the Fund’s style or asset class exposures, portfolio characteristics, risk profile, and investment process.
The Fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the Fund will participate in market appreciation during bull markets and experience something less than full participation during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.
Although the Fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the Fund may invest up to 100% in cash, money market funds, and/or money market instruments. To the extent the Fund engages in this temporary defensive position, the Fund’s ability to achieve its investment objective may be diminished.
Principal Risks
The
specific risks of owning the Fund are set forth below.
Underlying Funds Risk. The Fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the 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. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
17
Asset Allocation Risk. The Fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform compared to other funds with a similar investment objective.
Interest Rate Risk. The Fund, through the underlying funds, is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk. The Fund, through the underlying funds, is also subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk. The Fund, through the underlying funds, may invest in non-investment grade securities (i.e., “junk” bonds). Issuers of non-investment grade securities are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Alternative Strategies Risk. The Fund, through the underlying funds, invests in equity and debt securities, along with derivatives, such as forwards, futures, options, or swaps. The underlying funds that use alternative investment strategies may be subject to risks including, but not limited to, derivatives risk, liquidity risk, credit risk and commodities risk. These additional risks could cause an underlying fund, and thus the Fund, to experience losses to which it would otherwise not be subject. Certain alternative strategies involve the risk that a counterparty to a transaction will not perform as promised, which could result in losses to the Fund. Furthermore, alternative strategies may employ leverage, involve extensive short positions and/or focus on narrow segments of the market, which may magnify the overall risks and volatility associated with such investments.
Equity Risk. The Fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the Fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the circumstances and performance of companies whose securities the Fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
ETF Risks. The main risks of investing in ETFs are the same as the risk of investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market Risk. Investments of underlying funds that invest in foreign securities, including American Depositary Receipts (“ADRs”) and emerging market securities, involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Market Risk. While the majority of the Fund’s assets will typically be invested in underlying funds that invest primarily in debt securities, to the extent that the Fund invests in underlying funds that invest in equities, the Fund is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements.
18
| | ||
| - |
Average Annual Total Returns
For Periods Ended December 31, 2025
| 1 Year | 5 Years | 10 Years | |
| Class I Shares | |||
| Russell 3000 Index (reflects no deductions for sales charges, account fees, expenses or taxes) | |||
| S&P Target Date To 2050 Index (reflects no deduction for sales charges, account fees, expenses or taxes) |
Portfolio Management
The investment adviser to the Fund is Madison Asset Management, LLC. Patrick Ryan, CFA (Head of Multi-Asset Solutions, Portfolio Manager), and Stuart Dybdahl, CFA and CAIA (Vice President, Portfolio Manager/Analyst) co-manage the Fund. Mr. Ryan has served in this capacity since January 2011, and Mr. Dybdahl has served in this capacity since February 2023.
Purchase and Sale of Fund Shares
Fund shares are not sold directly to the public. The purchase of Fund shares is limited to separate accounts of insurance companies that exclusively support variable annuity contracts that qualify as pension plan contracts under Section 818(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Orders received from the separate accounts are invested or redeemed (without sales or redemption charges) in shares of the Fund at the net asset value next determined after the Fund receives the order. Please refer to the variable annuity contracts disclosure statement for further information.
Tax Information
The Fund generally distributes most or all of its net investment income and net capital gains. Net investment income distributions are declared and paid annually. Net capital gain distributions, if any, are typically made in December. The distributions received from the Fund should be subject to the special rules set forth in Sections 807, 817(a) and 817(b) of the Code, which are designed to effectively eliminate current taxation with respect to assets held in separate accounts by insurance companies to the extent such assets support variable contracts. It should also be noted that the Fund does not intend to satisfy the requirements of Section 817(h) of the Code. Therefore, shares of the Fund should only be purchased by separate accounts of insurance companies that support variable life insurance or annuity contracts that qualify as pension plans contracts under Section 818(a) of the Code, as such contracts are not subject to the requirements of Section 817(h). If Fund shares were to be purchased by a separate account to support a variable contract that is not a pension plan contract, the contract would not be treated as a life insurance contract or annuity contract for federal tax purposes and the investment earnings under such contract would be currently taxable.
19
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund is only offered as an underlying investment option for variable insurance contracts. The Fund’s distributor or its affiliates (but not the Fund itself) make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services, and those insurance companies may, in turn, make payments to broker-dealers and other financial intermediaries that distribute the variable insurance contracts. These payments may create a conflict of interest by influencing the insurance companies to include the Fund as an underlying investment option in the variable insurance contracts, and by influencing the broker-dealers and other financial intermediaries to distribute variable insurance contracts that include the Fund as an underlying investment option over other variable insurance contracts or to otherwise recommend the selection of the Fund as an underlying investment option by contract owners instead of other funds that may also be available investment options. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.
20
ADDITIONAL RISKS
Unknown Market Risks
Investing in the Funds involves risk. In addition to the other risks described in this prospectus, you should understand what we refer to as “unknown market risks.” While investments in stocks and bonds have been keystones in wealth building and management for over a hundred years, at times these investments have produced surprises for even the savviest investors. Those who enjoyed growth and income of their investments were rewarded for the risks they took by investing in the markets. When the rare calamity strikes, the word “security” itself seems a misnomer. Although we seek to appropriately address and manage the risks we have identified in this prospectus, 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 and, therefore, have not identified in this prospectus. We certainly seek to identify all applicable risks and then appropriately address them, take appropriate action to reasonably manage them and, of course, 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 you must consider in connection with your investment in the Funds. Unforeseen events have the potential to upset the best laid plans, and could, under certain circumstances, produce a material loss of the value of some or all of your investment.
Recent Market Events
U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent months and years due to a number of economic, political and global macro factors including uncertainty regarding inflation and interest rate levels, the possibility of a national or global recession, trade tensions, tariff arrangements, political events, and wars in Europe and in the Middle East. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.
Cybersecurity Risk
The computer systems, networks and devices used by the Funds and their service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Funds and their service providers, systems, networks, or devices potentially can be breached. The Funds and their respective shareholders could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include, but are not limited to, gaining unauthorized access to digital systems, networks or devices (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; infection from computer viruses, corrupting data or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact a Fund’s business operations, potentially resulting in financial losses; interference with a Fund’s ability to calculate its NAV; impediments to trading; the inability of a Fund, its investment advisor or subadviser, as applicable, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Funds’ service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Funds cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Funds or their shareholders. The Funds and their shareholders could be negatively impacted as a result.
Fixed-Income Market Capacity Risk
While assets in bond mutual funds and ETFs have grown rapidly, dealer capacity in the fixed income markets appears to have undergone fundamental changes. Primary dealer inventories as a percentage of total bonds outstanding are at very low levels. This apparent reduction in market-making capacity may be a persistent change, to the extent it is resulting from broader structural changes such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements at the holding company level. A significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the fixed income markets at times. Therefore, our Funds with income distributions objectives seek to invest in larger, more liquid issues. However, structural changes may cause trading in even the most liquid of issues to become challenged at times. This could negatively affect the price of these securities and the value of an investment in a fund.
21
Management Risk
Each Fund is subject to management risk as an actively-managed investment portfolio and depends on the decisions of the co-portfolio managers to produce the desired results.
THE SHARES
As used herein, the terms “USF Target Date Fund” or “USF Target Date Funds,” (each a “Fund,” or together, the “Funds”) refers to the Ultra Series Madison Target Retirement 2020 Fund, the Ultra Series Madison Target Retirement 2030 Fund, the Ultra Series Madison Target Retirement 2040 Fund and the Ultra Series Madison Target Retirement 2050 Fund.
Offer
The Ultra Series Fund (the “Trust”) offers one class of shares in the USF Target Date Funds: Class I. Class I shares are offered to the Group Variable Annuity Separate Accounts (“GVA Separate Accounts”) of CMFG Life Insurance Company (“CMFG Life”). The purchase of shares of the Funds is limited to separate accounts of insurance companies that exclusively support variable contracts that qualify as pension plan contracts under section 818(a) of the Internal Revenue Code (the “Code”). The Trust does not offer shares directly to the general public. The Trust offers additional funds (and share classes) through a separate prospectus.
The Trust, on behalf of the Funds, has entered into a participation agreement with CMFG Life, the sponsor of the GVA Separate Accounts, setting forth the terms and conditions pursuant to which said Separate Accounts may purchase and redeem shares of the Funds.
Investments in the Funds by the GVA Separate Accounts are made through the CMFG Life group variable annuity contracts (“variable contracts”), which, based upon representatives from CMFG Life, are intended to be pension plan contracts. Purchase payments under the variable contracts are placed into one or more subaccounts of the GVA Separate Account, and the assets of each subaccount are invested (without sales or redemption charges) in shares of the fund corresponding to that subaccount.
This prospectus should be read in conjunction with the disclosure statements for the variable contracts.
Pricing of Fund Shares
Each Fund’s shares will be purchased and redeemed at the share’s net asset value (“NAV”) without sales or redemption charges. The NAV per share for a Fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern Time) by dividing the net assets of each Fund and class by the number of shares outstanding of that Fund and class. Transaction requests received by the GVA Separate Accounts after the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time) will be processed using the next day’s NAV. The NAV per share for each Fund and class is not determined on days the New York Stock Exchange is closed for trading. The New York Stock Exchange is closed on New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Each Fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. In addition, because the assets of each Fund consist primarily of shares of underlying funds, the NAV of each Fund is determined based on the NAVs of the underlying funds. Because each Fund will only invest in underlying funds, government securities and short-term paper, it is not anticipated that Madison will need to “fair” value any of the investments of the Funds. However, an underlying fund may need to “fair” value one or more of its investments, which may, in turn, require a Fund to do the same because of delays in obtaining the underlying fund’s NAV.
The following fair valuation policy is followed by Madison with respect to the Funds that it advises. It is anticipated that unaffiliated underlying funds will have a fair valuation policy that is similar, and such policy will be described in the prospectus of the underlying fund, including an explanation of the circumstances under which fair value pricing will be used and the effects of using fair value pricing.
If quotations are not readily available for a security or other portfolio investment, no other sales have occurred, or if it is believed that a quotation or other market price for a security or other portfolio investment does not represent its fair value, Madison may value the security or investment using procedures adopted by the Board of Trustees pursuant to Rule 2a-5 under the 1940 Act. These procedures designate Madison as the “valuation designee” for the Funds, and Madison, in turn, has delegated valuation decisions to its Pricing Committee. Securities and other investments valued at their fair value entail significantly greater valuation risk than do securities and other investments valued at an established market value.
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Madison relies on its fair value procedures most often in connection with foreign securities whose principal trading market(s) is outside the U.S. and/or are denominated in a foreign currency. From time to time, events occur that affect the issuers of such foreign securities or the securities themselves, or information about the issuer or securities becomes available, after the close of trading in the securities but before the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time). In these situations, the fair value of the foreign security may be something other than the last available quotation or other market price. With regard to such foreign securities, the fair valuation procedures include consultation with an independent “fair value” pricing service. Nonetheless, Madison separately evaluates each such foreign security and may, in conformity with the fair valuation procedures, establish a different fair value than that reached by the independent pricing service or other financial institutions or investment managers.
Determining the fair value of securities involves consideration of objective factors as well as the application of subjective judgments about their issuers and the markets in which they are traded. A number of methodologies are available for determining the value of securities for which there is no clear market value or for which after-market events make prior market values unreliable. The value established by Madison under the fair valuation procedures for any security or other investment (or underlying fund) may vary from the last quoted sale price or market close price, or from the value given to the same security or investment by: (1) an independent pricing service; (2) other financial institutions or investment managers; or (3) Madison, had it used a different methodology to value the security. The Trust cannot assure that a security or other portfolio investment can be sold at the fair value assigned to it at any time.
To the extent that a Fund holds portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Funds do not price their shares, the NAV of such Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.
Purchase and Redemption
For each day on which a Fund’s NAV is calculated, the GVA Separate Accounts transmit to the Funds orders to purchase or redeem shares of the Fund based on the purchase, redemption (surrender), and transfer requests from variable contract owners that have been processed on that day, although such purchases and redemptions may be executed the next morning. Shares are purchased and redeemed at NAV, without the deduction of sales or redemption charges. Payment for shares redeemed will typically be made one business day following receipt and acceptance of a redemption order. However, payment may take longer than one business day and may take up to seven days as generally permitted by the 1940 Act. In addition, the right of redemption may be suspended as permitted by applicable laws and regulations. For a more detailed description of the procedures for allocating value in a subaccount to a Fund, owners of variable contracts should refer to the disclosure statement for their contracts.
Notwithstanding the foregoing, the Trust reserves the right to refuse to sell shares to the GVA Separate Accounts if such sales are not in the Trust’s or a Fund’s best interests. For example, the Trust may reject purchase orders from the GVA Separate Accounts when such orders appear to be part of a pattern of large purchases and redemptions that, in the opinion of the Trust, may reflect the efforts of variable contract owners to time the market or arbitrage the changing value of a Fund’s assets between daily pricing.
Frequent Trading
The Trust has a policy of making reasonable efforts to deter frequent purchases and redemptions of large amounts of shares of any Fund that may disrupt orderly management of the Fund’s investment portfolio (“disruptive trading”). As investment vehicles for variable contracts that qualify as pension plans which are designed as long-term investments, the Funds are not appropriate for frequent trading or other trading strategies that entail rapid or frequent investment and disinvestment with regard to any Fund or market sector.
Such practices often disrupt the orderly management of a Fund’s investment portfolio by, among other things:
| ● | requiring more than optimal amounts of assets to be invested in money market instruments or other very liquid holdings; |
| ● | necessitating premature liquidation of certain investments at unfavorable prices; or |
| ● | increasing brokerage commissions and other portfolio transaction expenses. |
Likewise, exploiting potential uncertainty about the value of certain portfolio investments when a Fund calculates its NAV often dilutes that value of investments held by long-term investors. In addition, such practices may give rise to irreconcilable conflicts of interest between owners of different types of variable contracts and plan participants, or otherwise cause the Trust to breach participation agreements.
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The Trust’s Board has adopted policies and procedures reasonably designed to detect and deter disruptive trading. The Trust’s policies include: (1) a policy of not knowingly accommodating variable contract owner and/or plan participant transactions that result in disruptive trading, (2) a policy of applying any future restrictions on the volume or number of purchases of Fund shares uniformly to all accounts and plans without exception, and (3) a policy permitting procedures to vary among Funds included within the Trust provided that procedures related to restrictions on the volume or number of purchases of shares for a particular fund apply uniformly to all accounts and plans investing in the Funds. At the current time, the procedures do not include specific restrictions on the volume or number of purchases of Fund shares.
In addition to the above, to combat dilution of the value of long-term shareholders’ interests in the Funds, the Board has adopted policies and procedures for the Funds to employ fair valuation procedures on the securities held in their portfolios. Except as set forth below, currently, the only shareholders of the Funds are the CMFG Life GVA Separate Accounts. Although each GVA Separate Account typically makes either one purchase or redemption of shares of each Fund each day, the Trust does not consider such transactions disruptive to the Funds unless they are large in relation to a Fund’s size and not the random result of net variable contract owner transactions. However, the Trust considers large purchases or redemptions of shares resulting from contract owners engaging in: (1) “frequent trading,” (2) attempted arbitrage based on the potential for uncertainty in the value of certain portfolio investments at the time the Funds compute their NAV, or (3) other trading strategies that entail rapid or frequent transfers of contract value from one subaccount to another, to be disruptive trading and will take appropriate action to deter such trading, including adoption of specific procedures appropriate to the circumstances. Because any disruptive trading would occur in the GVA Separate Account, the Trust has adopted, as its own, the disruptive trading policy of CMFG Life. The policy provides for CMFG Life to monitor individual contract value transfer patterns, to identify those that exceed certain frequency and/or amount thresholds that, in the past, have been indicators of potential disruptive trading. The monitoring process generates reports regarding such transactions that CMFG Life examines to determine if disruptive trading has taken place.
CMFG Life applies the policies and procedures for each GVA Separate Account uniformly to all variable contracts issued through that account.
In addition to adopting procedures, the Trust may take other actions to stop disruptive trading such as ceasing sales of additional shares of the Funds to a GVA Separate Account through which offending variable contract owners may be operating. In such an event, all other owners of contracts issued through that account would be disadvantaged. Because actions taken to deter disruptive trading may be particular to the GVA Separate Account, the Trust may not take such action on a uniform basis for all GVA Separate Accounts.
Although the Trust will endeavor to ensure that each GVA Separate Account can and does identify and deter disruptive trading by its variable contract owners, it cannot be certain that any particular control will operate to deter all activity that can result in disruptive trading or guarantee their success at deterrence. Therefore, an investment in the Funds is subject to the risks of disruptive trading.
Disclosure of Portfolio Holdings
A complete description of the Funds’ policies and procedures with respect to the disclosure of portfolio holdings is available in the SAI. Please see the back cover of this prospectus for information about the SAI and the Funds’ website.
Dividends
Dividends of each Fund are distributed to the Fund’s corresponding separate account for variable contracts and automatically reinvested in additional Fund shares.
Dividends of net investment income are declared and reinvested annually in full and fractional shares. Dividends of net capital gains are declared and reinvested at least annually in full and fractional shares. In no event will net capital gain dividends be declared and paid more frequently than allowed under SEC rules.
The Funds’ distributions may be subject to federal income tax, except as described below. An exchange of Fund shares may also be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax, expect as described below.
Taxes
For federal income tax purposes, each Fund is treated as a separate entity from the other Funds included within the Trust. Each Fund intends to qualify each year as a “regulated investment company” under the Code as amended. By so qualifying, a Fund is not subject to federal income tax to the extent that its net investment income and net realized capital gains are distributed to the GVA Separate Accounts.
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The Funds generally distribute most or all of their net investment income and net capital gains. The distributions received from each Fund should be subject to the special rules set forth in Sections 807, 817(a) and 817(b) of the Code, which are designed to effectively eliminate current taxation with respect to assets held in separate accounts by insurance companies to the extent such assets support variable contracts. It should also be noted that the Funds do not intend to satisfy the requirements of Section 817(h) of the Code. Therefore, shares of the Funds should only be purchased by separate accounts of insurance companies that support variable life insurance or annuity contracts that qualify as pension plans contracts under Section 818(a) of the Code as such contracts are not subject to the requirements of Section 817(h). If Fund shares were to be purchased by a separate account to support a variable contract that is not a pension plan contract, the contract would not be treated as a life insurance contract or annuity contract for federal tax purposes and the investment earnings under such contract would be currently taxable. For information concerning the federal tax consequences to the purchasers of the variable annuity contracts, see the disclosure statement for such contracts.
For more information about the tax status of the Funds, see “Taxes” in the SAI.
INVESTMENT ADVISER
General
The Funds’ investment adviser is Madison Asset Management, LLC (“Madison”), a subsidiary of Madison Investment Holdings, Inc. (“MIH”), both located at 550 Science Drive, Madison, Wisconsin 53711. As of December 31, 2025, MIH, which was founded in 1974, and its affiliate organizations, including Madison, managed approximately $29 billion in assets, including open-end mutual funds, ETFs, separately managed accounts and wrap accounts. Madison is responsible for the day-to-day administration of the Funds’ activities. Investment decisions regarding each of the Funds can be influenced in various manners by a number of individuals. Generally, all management decisions are the ultimate responsibility of Madison’s Investment Risk Oversight Committee. This committee is comprised of senior officers and portfolio managers of Madison.
Investment Advisory Agreement
Under an Investment Advisory Agreement, as payment for its services as the investment adviser, Madison is entitled to receive an annual management fee of 0.25% from each Fund. The fee is computed daily and paid monthly at an annualized percentage rate of the average daily net assets of each Fund.
A discussion regarding the basis for the approval of the Funds’ Investment Advisory Agreement by the Board of Trustees is contained in the Funds’ Form N-CSR for the year ended December 31, 2025.
Administrative Services Agreement
In addition to the management fee, Madison is entitled to receive an annual administrative services fee of 0.05% from each Fund pursuant to the terms of a separate Administrative Services Agreement. Under this agreement, Madison provides or arranges for each Fund to have all operational and support services needed by the Funds. The fee is computed daily and paid monthly at an annualized percentage rate of the average daily net assets of each Fund. The fees and expenses the Trust’s independent registered public accountant are covered under this agreement.
The Administrative Services Agreement does not cover, and therefore the Funds pay directly, the following fees and expenses: (i) any fees and expenses relating to portfolio holdings (e.g., brokerage commissions interest on loans, etc.); (ii) extraordinary and nonrecurring fees and expenses (e.g., costs relating to any line of credit the Trust maintains with its custodian or another entity for investment purposes); (iii) the costs associated with investment by the Trust in other investment companies (i.e., acquired fund fees); (iv) any fees paid pursuant to any Rule 12b-1 plan adopted by the Trust; (v) the compensation of, and out of pocket expenses incurred by the Trust’s independent trustees; (vi) independent trustee legal counsel fees; (vii) the cost of any technology solutions utilized by the trustees to assist them with the performance of their functions as Board members, and (viii) independent trustee educational and training costs and expenses.
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PORTFOLIO MANAGEMENT
Madison Asset Management, LLC
The Funds are generally managed by members of the asset allocation management team at Madison. The individuals primarily responsible for the day-to-day management of the Funds are set forth below.
The Funds are co-managed by Patrick Ryan, CFA and Stuart Dybdahl, CFA and CAIA. Mr. Ryan, Head of Multi-Asset Solutions, Portfolio Manager of Madison, has co-managed the Target 2020, 2030 and 2040 Funds since October 2007, and the Target 2050 Fund since the Fund’s inception on January 1, 2011. Prior to joining Madison in July 2009, Mr. Ryan was a Senior Analyst at MEMBERS Capital Advisors, Inc. (“MCA”), the former investment adviser to the Funds. While at MCA, Mr. Ryan had been responsible for conducting manager research and due diligence for MCA’s managed accounts products since 2004. Mr. Dybdahl, Vice President and Portfolio Manager/Analyst, of Madison, has co managed the Funds since February 2023. Mr. Dybdahl joined Madison in 2015 as an investment specialist and has worked in the financial services industry since 2014.
Information regarding the portfolio managers’ compensation, their ownership of securities in the Funds and the other accounts they manage can be found in the SAI.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow are intended to help you understand the Funds’ financial performance for the past five years. Certain information reflects financial results for a single Fund share outstanding for the period presented. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions.
The financial highlights for each of the periods presented below have been derived from the Funds’ financial statements and financial highlights, which have been audited by Deloitte & Touche LLP, whose report, along with the Funds’ financial statements and financial highlights, is incorporated by reference in the SAI and included in the annual reports within Form N-CSR, each of which is available upon request.
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FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
MADISON TARGET RETIREMENT 2020 FUND
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 6.40 | $ | 6.41 | $ | 6.45 | $ | 7.60 | $ | 7.87 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.24 | 1 | 0.23 | 1 | 0.24 | 0.17 | 0.13 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.33 | (0.01 | ) | 0.03 | (1.15 | ) | (0.02 | ) | ||||||||||||
| Total from investment operations | 0.57 | 0.22 | 0.27 | (0.98 | ) | 0.11 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.27 | ) | (0.23 | ) | (0.31 | ) | (0.11 | ) | (0.10 | ) | ||||||||||
| Capital gains | — | — | — | (0.06 | ) | (0.28 | ) | |||||||||||||
| Total distributions | (0.27 | (0.23 | ) | (0.31 | ) | (0.17 | ) | (0.38 | ) | |||||||||||
| Net increase (decrease) in net asset value | 0.30 | (0.01 | ) | (0.04 | ) | (1.15 | ) | (0.27 | ) | |||||||||||
| Net Asset Value at end of period | $ | 6.70 | $ | 6.40 | $ | 6.41 | $ | 6.45 | $ | 7.60 | ||||||||||
| Total Return (%)2 | 8.94 | 3.48 | 4.17 | (13.00 | ) | 1.45 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 10,973 | $ | 13,715 | $ | 15,410 | $ | 18,687 | $ | 27,014 | ||||||||||
| Ratios of expenses to average net assets: | 0.31 | 0.31 | 0.30 | 0.31 | 0.31 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 3.53 | 3.46 | 3.16 | 2.17 | 1.54 | |||||||||||||||
| Portfolio turnover (%)3 | 19 | 39 | 231 | 305 | 210 | |||||||||||||||
| MADISON TARGET RETIREMENT 2030 FUND |
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 7.19 | $ | 7.01 | $ | 6.95 | $ | 8.15 | $ | 8.18 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.24 | 1 | 0.22 | 1 | 0.22 | 0.19 | 0.29 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.49 | 0.17 | 0.17 | (1.14 | ) | 0.29 | ||||||||||||||
| Total from investment operations | 0.73 | 0.39 | 0.39 | (0.95 | ) | 0.58 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.24 | ) | (0.21 | ) | (0.32 | ) | (0.18 | ) | (0.20 | ) | ||||||||||
| Capital gains | — | — | — | (0.07 | ) | (0.41 | ) | |||||||||||||
| Return of Capital | — | — | (0.01 | ) | — | — | ||||||||||||||
| Total distributions | (0.24 | ) | (0.21 | ) | (0.33 | ) | (0.25 | ) | (0.61 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.49 | 0.18 | 0.06 | (1.20 | ) | (0.03 | ) | |||||||||||||
| Net Asset Value at end of period | $ | 7.68 | $ | 7.19 | $ | 7.01 | $ | 6.95 | $ | 8.15 | ||||||||||
| Total Return (%)2 | 10.35 | 5.47 | 5.72 | (11.79 | ) | 7.20 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 54,395 | $ | 51,649 | $ | 55,775 | $ | 56,944 | $ | 71,328 | ||||||||||
| Ratios of expenses to average net assets: | 0.31 | 0.31 | 0.30 | 0.31 | 0.31 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 3.13 | 2.96 | 3.03 | 2.38 | 3.40 | |||||||||||||||
| Portfolio turnover (%)3 | 31 | 38 | 220 | 303 | 215 | |||||||||||||||
| 1 | Per share amounts have been calculated using the average shares method. |
| 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 | Portfolio turnover is calculated at the Fund level and represents the entire fiscal year. |
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FINANCIAL HIGHLIGHTS FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
| MADISON TARGET RETIREMENT 2040 FUND |
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 6.81 | $ | 6.46 | $ | 6.33 | $ | 7.49 | $ | 7.52 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.19 | 1 | 0.17 | 1 | 0.19 | 0.18 | 0.31 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.64 | 0.33 | 0.23 | (1.01 | ) | 0.36 | ||||||||||||||
| Total from investment operations | 0.83 | 0.50 | 0.42 | (0.83 | ) | 0.67 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.19 | ) | (0.15 | ) | (0.27 | ) | (0.17 | ) | (0.21 | ) | ||||||||||
| Capital gains | — | — | (0.00 | )2 | (0.16 | ) | (0.49 | ) | ||||||||||||
| Return of Capital | — | — | (0.02 | ) | — | — | ||||||||||||||
| Total distributions | (0.19 | ) | (0.15 | ) | (0.29 | ) | (0.33 | ) | (0.70 | ) | ||||||||||
| Net increase (decrease) in net asset value | 0.64 | 0.35 | 0.13 | (1.16 | ) | (0.03 | ) | |||||||||||||
| Net Asset Value at end of period | $ | 7.45 | $ | 6.81 | $ | 6.46 | $ | 6.33 | $ | 7.49 | ||||||||||
| Total Return (%)3 | 12.29 | 7.78 | 6.70 | (11.35 | ) | 8.91 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 40,764 | $ | 41,180 | $ | 38,064 | $ | 36,024 | $ | 40,984 | ||||||||||
| Ratios of expenses to average net assets: | 0.31 | 0.31 | 0.30 | 0.31 | 0.31 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 2.56 | 2.50 | 2.84 | 2.57 | 3.71 | |||||||||||||||
| Portfolio turnover (%)4 | 35 | 43 | 210 | 309 | 209 | |||||||||||||||
| MADISON TARGET RETIREMENT 2050 FUND |
| Year Ended December 31, | ||||||||||||||||||||
| CLASS I | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
| Net Asset Value at beginning of period | $ | 12.11 | $ | 11.32 | $ | 11.01 | $ | 13.21 | $ | 13.00 | ||||||||||
| Income from Investment Operations: | ||||||||||||||||||||
| Net investment income | 0.29 | 1 | 0.27 | 1 | 0.29 | 0.33 | 0.57 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.30 | 0.75 | 0.53 | (1.76 | ) | 0.74 | ||||||||||||||
| Total from investment operations | 1.59 | 1.02 | 0.82 | (1.43 | ) | 1.31 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.32 | ) | (0.23 | ) | (0.48 | ) | (0.33 | ) | (0.38 | ) | ||||||||||
| Capital gains | (0.15 | ) | — | (0.02 | ) | (0.44 | ) | (0.72 | ) | |||||||||||
| Return of Capital | — | — | (0.01 | ) | — | — | ||||||||||||||
| Total distributions | (0.47 | ) | (0.23 | ) | (0.51 | ) | (0.77 | ) | (1.10 | ) | ||||||||||
| Net increase (decrease) in net asset value | 1.12 | 0.79 | 0.31 | (2.20 | ) | 0.21 | ||||||||||||||
| Net Asset Value at end of period | $ | 13.23 | $ | 12.11 | $ | 11.32 | $ | 11.01 | $ | 13.21 | ||||||||||
| Total Return (%)3 | 13.10 | 9.04 | 7.60 | (11.04 | ) | 10.22 | ||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||||||
| Net Assets at end of period (in 000’s) | $ | 34,467 | $ | 35,846 | $ | 32,365 | $ | 28,467 | $ | 34,283 | ||||||||||
| Ratios of expenses to average net assets: | 0.31 | 0.31 | 0.30 | 0.31 | 0.30 | |||||||||||||||
| Ratio of net investment income to average net assets (%) | 2.29 | 2.25 | 2.71 | 2.63 | 4.34 | |||||||||||||||
| Portfolio turnover (%)4 | 42 | 37 | 226 | 329 | 228 | |||||||||||||||
| 1 | Per share amounts have been calculated using the average shares method. |
| 2 | Amounts represent less than $(0.005) per share. |
| 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 | Portfolio turnover is calculated at the Fund level and represents the entire fiscal year. |
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MORE INFORMATION ABOUT ULTRA SERIES FUND
The following documents contain more information about the Funds and are available free of charge upon request:
Statement of Additional Information. The SAI contains additional information about the Funds. A current SAI has been filed with the SEC and is incorporated herein by reference. This means that the SAI, for legal purposes, is part of this prospectus.
Annual and Semi-Annual Reports. The Funds’ annual and semi-annual reports to shareholders and Form N-CSR provide additional information about a Fund’s investments. The annual report contains a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Funds’ annual and semi-annual financial statements.
Requesting Documents. You may request a copy of the SAI and the annual and semi-annual reports to shareholders, make shareholder inquiries, or request other information, such as the Funds’ financial statements, without charge, by contacting your financial advisor or by contacting the Funds at: Ultra Series Fund, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, WI 53711; telephone: 1-800-670-3600. The SAI, annual and semi-annual reports and other information, such as the Funds’ financial statements, are also available, without charge, on the Funds’ website at www.ultraseriesfund.com.
Reports
and other information about the Funds are also available on the EDGAR database on the SEC’s Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following
email address: [email protected].
Ultra Series Fund
c/o Madison Asset Management, LLC
550 Science Drive
Madison, WI 57311
Investment Company
File No. 811-04815
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STATEMENT OF ADDITIONAL INFORMATION
ULTRA SERIES FUND
550 Science Drive
Madison, Wisconsin 53711
Allocation Funds Conservative Allocation Fund Class I Class II Moderate Allocation Fund Class I Class II Aggressive Allocation Fund Class I Class II Diversified Income Fund Class I Class II |
Income Funds Core Bond Fund Class I Class II
Stock Funds Large Cap Value Fund Class I Class II Large Cap Growth Fund Class I Class II Mid Cap Fund Class I Class II |
Target Date Funds
Madison Target Retirement 2020 Fund
Class I
Madison Target Retirement 2030 Fund
Class I
Madison Target Retirement 2040 Fund
Class I
Madison Target Retirement 2050 Fund
Class I
This is not a prospectus. This statement of additional information (“SAI”) should be read in conjunction with the currently effective prospectuses (the “prospectuses”) for the Ultra Series Fund (the “Trust”), which are referred to herein. The prospectuses concisely set forth information that a prospective investor should know before investing. For a copy of one of the Trust’s prospectuses dated May 1, 2026, please call 1-800-798-5500, write to CMFG Life Insurance Company (“CMFG Life”), 2000 Heritage Way, Waverly, Iowa 50677, or visit our website at www.ultraseriesfund.com.
The Trust’s audited financial statements are incorporated herein by reference to the Trust’s annual report for the fiscal year ended December 31, 2025, which has been filed with the Securities and Exchange Commission (the “SEC”) and provided to all shareholders. For a copy, without charge, of the Trust’s annual report to shareholders, please call 1-800-798-5500, write to CMGF Life, 2000 Heritage Way, Waverly Iowa 50677 or visit our website at www.ultraseriesfund.com.
The date of this SAI is May 1, 2026
i
ii
GENERAL INFORMATION
The Ultra Series Fund (the “Trust”) is a diversified, open-end management investment company consisting of separate investment portfolios or funds (each, a “fund”) each of which has a different investment objective and policies. Each fund is a diversified, open-end management investment company, commonly known as a mutual fund. The funds described in the prospectuses and this Statement of Additional Information (“SAI”) are the Conservative Allocation, Moderate Allocation, Aggressive Allocation and Diversified Income Funds (collectively, the “Allocation Funds”); the Core Bond, Large Cap Value, Large Cap Growth and Mid Cap Funds (collectively, the “Core Funds”); and the Madison Target Retirement 2020, Madison Target Retirement 2030, Madison Target Retirement 2040 and Madison Target Retirement 2050 Funds (collectively, the “Target Date Funds”).
The Trust was organized under the laws of the Commonwealth of Massachusetts on September 16, 1983 and is a Massachusetts business trust. As a Massachusetts business trust, the Trust’s operations are governed by its Amended and Restated Declaration of Trust dated May 8, 2019, as amended from time to time (the “Declaration of Trust”).
Madison Asset Management, LLC (“Madison” or “Investment Adviser”) serves as the investment adviser to the Trust and each fund.
INVESTMENT PRACTICES
The prospectuses describe the investment objective and policies of each of the funds. The following information is provided for those investors wishing to have more comprehensive information than that contained in the prospectuses.
Since each Allocation Fund and Target Date Fund will invest in shares of other investment companies, except as disclosed in the prospectuses, to the extent that an investment practice noted below describes specific securities, if an Allocation Fund or Target Date Fund invests in those securities, it does so indirectly, through its investment in underlying funds.
Lending Portfolio Securities
Each fund, except the Target Date Funds, may lend portfolio securities. Loans will be made only in accordance with guidelines established by the Board of Trustees of the Trust (the “Board” or the “Board of Trustees”) and on the request of broker-dealers or institutional investors deemed qualified, and only when the borrower agrees to maintain cash or U.S. government securities as collateral with a fund equal at all times to at least 102% of the value of domestic securities and 105% of the value of non-domestic securities, based upon the prior days market value for securities loaned. A fund will continue to receive interest or dividends, in the form of substitute payments which may not be as beneficial from a tax perspective to the fund as the actual interest or dividend payment, on the securities loaned and will, at the same time, earn an agreed-upon amount of interest on the collateral which will be invested in readily marketable short-term high quality government securities. A fund will retain the right to call the loaned securities and may call loaned voting securities if important shareholder meetings are imminent. Such security loans will not be made if, as a result, the aggregate of such loans exceeds 33⅓% of the value of a fund’s assets. The fund may terminate such loans at any time.
The primary risk associated with securities lending is loss associated with investment of cash and non-cash collateral. To mitigate this risk, the funds will invest collateral only in high quality government securities. A secondary risk is if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons. To mitigate the risk, loans will be made only to firms deemed by Madison to be in good financial standing and will not be made unless, in Madison’s judgment, the consideration to be earned from such loans would justify the risk. The fund could experience delays and costs in recovering securities loaned or in gaining access to the collateral. Under the funds’ agreement with State Street Bank and Trust Company, the fund’s securities lending agent, the securities lending agent has provided a limited indemnification in the event of a borrower default. The funds do not have a master netting agreement.
Illiquid Securities
Each fund may invest in illiquid securities as a non-principal investment strategy up to 15% of its net assets. In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), the funds are subject to the guidelines set forth in the Trust’s liquidity risk management program, and a fund may not acquire any illiquid investment if, immediately after the acquisition, the fund would have invested more than 15% of its net assets in illiquid investments. The term “illiquid security” is defined as a security that Madison reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the security.
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Foreign Transactions
Foreign Securities. Each fund may invest in foreign securities. The percentage limitations on each fund’s investment in foreign securities are set forth in the prospectuses.
Foreign securities refers to securities that are: (i) issued by companies organized outside the U.S. or whose principal operations are outside the U.S., or issued by foreign governments or their agencies or instrumentalities (“foreign issuers”); (ii) principally traded outside of the U.S.; and/or (iii) quoted or denominated in a foreign currency (“non-dollar securities”).
Foreign securities may offer potential benefits that are not available from investments exclusively in securities of domestic issuers or dollar-denominated securities. Such benefits may include the opportunity to invest in foreign issuers that appear to offer better opportunity for long-term capital appreciation, more income or current earnings than investments in domestic issuers, the opportunity to invest in foreign countries with economic policies or business cycles different from those of the U.S. and the opportunity to invest in foreign securities markets that do not necessarily move in a manner parallel to U.S. markets.
Investing in foreign securities involves significant risks that are not typically associated with investing in U.S. dollar-denominated securities or in securities of domestic issuers. Such investments may be affected by changes in currency exchange rates, changes in foreign or U.S. laws or restrictions applicable to such investments and in exchange control regulations (e.g., currency blockage). Some foreign stock markets may have substantially less volume than, for example, the New York Stock Exchange and securities of some foreign issuers may be less liquid than securities of comparable domestic issuers. Commissions and dealer mark-ups on transactions in foreign investments may be higher than for similar transactions in the U.S. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, on certain occasions, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic companies. There may be less publicly available information about a foreign issuer than about a domestic one. In addition, there is generally less government regulation of stock exchanges, brokers, and listed and unlisted issuers in foreign countries than in the U.S. Furthermore, with respect to certain foreign countries, there is a possibility of expropriation or confiscatory taxation, imposition of withholding taxes on dividend or interest payments, limitations on the removal of funds or other assets of the fund making the investment, or political or social instability or diplomatic developments which could affect investments in those countries.
Investments in short-term debt obligations issued either by foreign issuers or foreign financial institutions or by foreign branches of U.S. financial institutions (collectively, “foreign money market securities”) present many of the same risks as other foreign investments. In addition, foreign money market securities present interest rate risks similar to those attendant to an investment in domestic money market securities.
Investments in ADRs, EDRs, GDRs and SDRs. Many securities of foreign issuers are represented by American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and Swedish Depositary Receipts (“SDRs”).
ADRs are receipts typically issued by a U.S. financial institution or trust company which represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the U.S. on exchanges or over-the-counter and are sponsored and issued by domestic banks. In general, there is a large, liquid market in the U.S. for ADRs quoted on a national securities exchange or the NASDAQ Global Market. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.
EDRs, GDRs and SDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs are typically issued in bearer form and are designed for trading in the European markets. GDRs, including SDRs, are issued either in bearer or registered form, are designed for trading on a global basis. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.
Depositary receipts do not eliminate all the risk inherent in investing in the securities of foreign issuers. To the extent that a fund acquires depositary receipts through banks which do not have a contractual relationship with the foreign issuer of the security underlying the receipt to issue and service such depositary receipts, there may be an increased possibility that the fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. The market value of depositary receipts is dependent upon the market value of the underlying securities and fluctuations in the relative value of the currencies in which the receipts and the underlying are quoted. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in depositary receipts rather than directly in the stock of foreign issuers, a fund will avoid currency risks during the settlement period for either purchases or sales.
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Investments in Emerging Markets. Each fund may invest in securities of issuers located in countries with emerging economies and/or securities markets, often referred to as “emerging markets.” For this purpose, emerging markets are those not normally associated with generally recognized developed markets identified by industry observers such as Standard and Poor’s (“S&P”) or Morgan Stanley Capital International (“MSCI”). Political and economic structures in many of these countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries. Certain of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks of foreign investment generally, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the values of a fund’s investments in those countries and the availability to the fund of additional investments in those countries.
The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in those countries may also make investments in such countries illiquid and more volatile than investments in more developed markets, and the funds may be required to establish special custody or other arrangements before making certain investments in those countries. There may be little financial or accounting information available with respect to issuers located in certain of such countries, and it may be difficult as a result to assess the value or prospects of an investment in such issuers.
A fund’s purchase or sale of portfolio securities in certain emerging markets may be constrained by limitations as to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on aggregate trading volume by or holdings of a fund, Madison or its affiliates and each such person’s respective clients and other service providers. A fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
Foreign investment in certain emerging securities markets is restricted or controlled to varying degrees that may limit investment in such countries or increase the administrative cost of such investments. For example, certain countries may restrict or prohibit investment opportunities in issuers or industries important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a fund.
Settlement procedures in emerging markets are frequently less developed and reliable than those in the U.S. and may involve a fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays are common in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a fund to value its portfolio assets and could cause a fund to miss attractive investment opportunities, to have its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities that the fund has delivered or due to the fund’s inability to complete its contractual obligations.
Currently, there is no market or only a limited market for many management techniques and instruments with respect to the currencies and securities markets of emerging market countries. Consequently, there can be no assurance that suitable instruments for hedging currency and market related risks will be available at the times when the Investment Adviser of the fund wishes to use them.
Sovereign Debt. The Core Bond Fund may invest in sovereign debt, which may trade at a substantial discount from face value. The fund may hold and trade sovereign debt of emerging market countries in appropriate circumstances and participate in debt conversion programs. Emerging country sovereign debt involves a high degree of risk, is generally lower-quality debt, and is considered speculative in nature. The issuer or governmental authorities that control sovereign debt repayment (“sovereign debtors”) may be unable or unwilling to repay principal or interest when due in accordance with the terms of the debt. A sovereign debtor’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy towards the International Monetary Fund (the “IMF”) and the political constraints to which the sovereign debtor may be subject. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearage on their debt. The commitment of these third parties to make such disbursements may be conditioned on the sovereign debtor’s implementation of economic reforms or economic performance and the timely service of the debtor’s obligations. The sovereign debtor’s failure to meet these conditions may cause these third parties to cancel their commitments to provide funds to the sovereign debtor, which may further impair the debtor’s ability or willingness to timely service its debts.
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Supranational Entities. The Core Bond Fund may invest in securities issued by supranational entities, such as the International Bank for Reconstruction and Development (commonly called the “World Bank”), the Asian Development Bank and the Inter-American Development Bank. The governmental members of these supranational entities are “stockholders” that typically make capital contributions to support or promote such entities’ economic reconstruction or development activities and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supranational entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent governments will be able or willing to honor their commitments to those entities, with the result that the entity may be unable to pay interest or repay principal on its debt securities, and the fund may lose money on such investments. Obligations of a supranational entity that are denominated in foreign currencies will also be subject to the risks associated with investments in foreign currencies, as described in the section “Foreign Currency Transactions.”
Foreign Currency Transactions. Because investment in foreign issuers will usually involve currencies of foreign countries, and because the funds may have currency exposure independent of their securities positions, the value of the assets of these funds, as measured in U.S. dollars, will be affected by changes in foreign currency exchange rates. An issuer of securities purchased by a fund may be domiciled in a country other than the country in whose currency the instrument is denominated or quoted.
Currency exchange rates may fluctuate significantly over short periods of time causing, along with other factors, a fund’s net asset value (“NAV”) to fluctuate as well. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or anticipated changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates also can be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the U.S. or abroad. The market in forward foreign currency exchange contracts and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. To the extent that a substantial portion of a fund’s total assets, adjusted to reflect the fund’s net position after giving effect to currency transactions, is denominated or quoted in the currencies of foreign countries, the fund will be more susceptible to the risk of adverse economic and political developments within those countries.
In addition to investing in securities denominated or quoted in a foreign currency, certain of the funds may engage in a variety of foreign currency management techniques. These funds may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the fund’s Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date, based on anticipated changes in the relevant exchange rate. These funds will incur costs in connection with conversions between various currencies.
Forward Foreign Currency Exchange Contracts. Each fund may also purchase or sell forward foreign currency exchange contracts for defensive or hedging purposes when the fund’s Investment Adviser anticipates that the foreign currency will appreciate or depreciate in value, but securities denominated or quoted in that currency do not present attractive investment opportunities and are not held in the fund’s portfolio. In addition, these funds may enter into forward foreign currency exchange contracts in order to protect against anticipated changes in future foreign currency exchange rates and may engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted if the fund’s Investment Adviser determines that there is a pattern of correlation between the two currencies.
These funds may enter into contracts to purchase foreign currencies to protect against an anticipated rise in the U.S. dollar price of securities it intends to purchase. They may enter into contracts to sell foreign currencies to protect against the decline in value of its foreign currency denominated or quoted portfolio securities, or a decline in the value of anticipated dividends from such securities, due to a decline in the value of foreign currencies against the U.S. dollar. Contracts to sell foreign currency could limit any potential gain which might be realized by a fund if the value of the hedged currency increased.
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 liquid securities 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 placed 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 a fund’s commitment with respect to the contract.
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Forward contracts are subject to the risk that the counterparty to such contract will default on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a default on the contract would deprive a fund of unrealized profits, transaction costs or the benefits of a currency hedge or force the fund to cover its purchase or sale commitments, if any, at the current market price. A fund will not enter into such transactions unless the credit quality of the unsecured senior debt or the claims-paying ability of the counterparty is considered to be investment grade by the fund’s Investment Adviser.
Options on Foreign Currencies. Each fund may also purchase and sell (write) put and call options on foreign currencies for the purpose of protecting against declines in the U.S. dollar value of foreign portfolio securities and anticipated dividends on such securities and against increases in the U.S. dollar cost of foreign securities to be acquired. These funds may use options on currency to cross-hedge, which involves writing or purchasing options on one currency to hedge against changes in exchange rates for a different currency, if there is a pattern of correlation between the two currencies. As with other kinds of option transactions, however, the writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received. A fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against exchange rate fluctuations; however, in the event of exchange rate movements adverse to a fund’s position, the fund may forfeit the entire amount of the premium plus related transaction costs. In addition, these funds may purchase call or put options on currency to seek to increase total return when the fund’s Investment Adviser anticipates that the currency will appreciate or depreciate in value, but the securities quoted or denominated in that currency do not present attractive investment opportunities and are not held in the fund’s portfolio. When purchased or sold to increase total return, options on currencies are considered speculative. Options on foreign currencies to be written or purchased by these funds will be traded on U.S. and foreign exchanges or over-the-counter. See the “Options on Securities and Securities Indices-Risks Associated with Options Transactions” section, below, for a discussion of the liquidity risks associated with options transactions.
Special Risks Associated with Options on Currency. An exchange traded options position may be closed out only on an options exchange which provides a secondary market for an option of the same series. Although a fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time. For some options, no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in particular options, with the result that a fund would have to exercise its options in order to realize any profit and would incur transaction costs upon the sale of underlying securities pursuant to the exercise of put options. If a fund as a covered call option writer is unable to effect a closing purchase transaction in a secondary market, it will not be able to identify the underlying currency (or security quoted or denominated in that currency) until the option expires or it delivers the underlying currency upon exercise.
There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of the Options Clearing Corporation inadequate, and thereby result in the institution by an exchange of special procedures which may interfere with the timely execution of customers’ orders.
The amount of the premiums which a fund may pay or receive may be adversely affected as new or existing institutions, including other investment companies, engage in or increase their option purchasing and writing activities.
Regulation of Derivatives Transactions, Including Options and Futures Contracts
The regulation of the U.S. and non-U.S. derivatives markets has undergone substantial change in recent years and such change may continue. In particular, in November 2020, the SEC adopted Rule 18f-4 under the 1940 Act to govern the use of derivatives and certain related instruments by registered investment companies. Rule 18f-4 (the “Derivatives Rule”), which had a compliance date of August 19, 2022, replaced existing SEC and staff guidance with a new framework for the use of derivatives by registered investment companies. Among other changes, the Derivatives Rule requires funds to trade derivatives and certain other instruments that create future payment or delivery obligations subject to a value-at-risk leverage limit, develop and implement a derivatives risk management program and new testing requirements, and comply with new requirements related to board and SEC reporting. However, an exemption from certain requirements is available if a fund qualifies as a “limited derivatives user,” which the Derivatives Rule defines as a fund that limits its derivatives exposure to 10% of its net assets. A fund that qualifies as a “limited derivatives user” must adopt written policies and procedures that are reasonably designed and tailored to manage the fund’s specific derivatives risks and detail how the fund intends to comply with the 10% limitation. The funds currently qualify and expect to continue to qualify as limited derivatives users. Complying with the Derivatives Rule may increase the cost of a fund’s investments and cost of doing business. Other potentially adverse regulatory obligations can develop suddenly and without notice.
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Options on Securities and Securities Indices
Writing Options. Each fund may write (sell) covered call and put options on any securities in which it may invest. A call option written by a fund obligates such fund to sell specified securities to the holder of the option at a specified price if the option is exercised at any time before the expiration date. All call options written by a fund are covered, which means that such fund will effectively own the securities subject to the option so long as the option is outstanding. A fund’s purpose in writing covered call options is to realize greater income than would be realized on portfolio securities transactions alone. However, a fund may forgo the opportunity to profit from an increase in the market price of the underlying security.
A put option written by a fund would obligate such fund to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date. All put options written by a fund would be covered, which means that such fund would have deposited with its custodian cash or liquid securities with a value at least equal to the exercise price of the put option. The purpose of writing such options is to generate additional income for a fund. However, in return for the option premium, a fund accepts the risk that it will be required to purchase the underlying securities at a price in excess of the securities’ market value at the time of purchase.
In addition, in the Investment Adviser’s discretion, a written call option or put option may be covered by maintaining cash or liquid securities (either of which may be denominated in any currency) in a segregated account with the fund’s custodian, by entering into an offsetting forward contract and/or by purchasing an offsetting option which, by virtue of its exercise price or otherwise, reduces a fund’s net exposure on its written option position.
Each fund may also write and sell covered call and put options on any securities index composed of securities in which it may invest. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.
A fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities in its portfolio. A fund may cover call and put options on a securities index by maintaining cash or liquid securities with a value equal to the exercise price in a segregated account with its custodian.
A fund may terminate its obligations under an exchange-traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as “closing purchase” transactions.
Purchasing Options. Each fund may purchase put and call options on any securities in which it may invest or options on any securities index based on securities in which it may invest. A fund would also be able to enter into closing sale transactions in order to realize gains or minimize losses on options it had purchased.
A fund would normally purchase call options in anticipation of an increase in the market value of securities of the type in which it may invest. The purchase of a call option would entitle a fund, in return for the premium paid, to purchase specified securities at a specified price during the option period. A fund would ordinarily realize a gain if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise such a fund would realize a loss on the purchase of the call option.
A fund would normally purchase put options in anticipation of a decline in the market value of securities in its portfolio (“protective puts”) or in securities in which it may invest. The purchase of a put option would entitle a fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of a fund’s securities. Put options may also be purchased by a fund for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. A fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise such a fund would realize no gain or loss on the purchase of the put option. Gains and losses on the purchase of protective put options would tend to be offset by countervailing changes in the value of the underlying portfolio securities.
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A fund would purchase put and call options on securities indices for the same purpose as it would purchase options on individual securities.
Yield Curve Options. The Core Bond Fund may enter into options on the yield “spread,” or yield differential between two securities. Such transactions are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
This fund may purchase or write yield curve options for the same purposes as other options on securities. For example, a fund may purchase a call option on the yield spread between two securities if it owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield between the two securities. A fund may also purchase or write yield curve options in an effort to increase its current income if, in the judgment of the Investment Adviser, the fund will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated.
Yield curve options written by the Core Bond Fund will be “covered.” A call (or put) option is covered if a fund holds another call (or put) option on the spread between the same two securities and maintains in a segregated account with its custodian cash or liquid securities sufficient to cover the fund’s net liability under the two options. Therefore, a fund’s liability for such a covered option is generally limited to the difference between the amount of the fund’s liability under the option written by the fund less the value of the option held by the fund. Yield curve options may also be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded over-the-counter, and because they have been only recently introduced, established trading markets for these options have not yet developed.
Risks Associated with Options Transactions. There is no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option or at any particular time. If a fund is unable to effect a closing purchase transaction with respect to covered options it has written, the fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if a fund is unable to effect a closing sale transaction with respect to options it has purchased, it will have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities.
Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
Each fund may purchase and sell both options that are traded on U.S. and foreign exchanges and options traded over-the-counter with broker-dealers who make markets in these options. The ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. Until such time as the staff of the SEC changes its position, the funds will treat purchased over-the counter options and all assets used to cover written over-the-counter options as illiquid securities, except that with respect to options written with primary dealers in U.S. Government securities pursuant to an agreement requiring a closing purchase transaction at a formula price, the amount of illiquid securities may be calculated with reference to the formula.
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Transactions by a fund in options on securities and stock indices will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert. Thus, the number of options which a fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Investment Adviser. An exchange, board of trade or other trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other sanctions.
The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of protective puts for hedging purposes depends in part on the Investment Adviser’s ability to predict future price fluctuations and the degree of correlation between the options and securities markets.
Futures Contracts and Options on Futures Contracts
The Core Bond Fund may purchase and sell futures contracts and purchase and write options on futures contracts. The fund may purchase and sell futures contracts based on various securities (such as U.S. Government securities), securities indices, foreign currencies and other financial instruments and indices. The fund will engage in futures or related options transactions only for bona fide hedging purposes as defined below or for purposes of seeking to increase total returns to the extent permitted by regulations of the Commodity Futures Trading Commission (the “CFTC”), including applicable registration requirements. All futures contracts entered into by a fund are traded on U.S. exchanges or boards of trade that are licensed and regulated by the CFTC or on foreign exchanges.
Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, a fund can seek through the sale of futures contracts to offset a decline in the value of its current portfolio securities. When rates are falling or prices are rising, a fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. Similarly, a fund can sell futures contracts on a specified currency to protect against a decline in the value of such currency and its portfolio securities which are denominated in such currency. Funds can purchase futures contracts on foreign currency to fix the price in U.S. dollars of a security denominated in such currency that such fund has acquired or expects to acquire.
Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions which may result in a profit or a loss. While a fund’s futures contracts on securities or currency will usually be liquidated in this manner, it may instead make or take delivery of the underlying securities or currency whenever it appears economically advantageous for the fund to do so. A clearing corporation (associated with the exchange on which futures on a security or currency are traded) guarantees that, if still open, the sale or purchase will be performed on the settlement date.
Hedging Strategies. Hedging by use of futures contracts seeks to establish more certainty of (than would otherwise be possible) the effective price, rate of return or currency exchange rate on securities that the fund owns or proposes to acquire. The fund may, for example, take a “short” position in the futures market by selling futures contracts in order to hedge against an anticipated rise in interest rates or a decline in market prices or foreign currency rates that would adversely affect the U.S. dollar value of the fund’s portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by a fund or securities with characteristics similar to those of the fund’s portfolio securities. Similarly, the fund may sell futures contracts on a currency in which its portfolio securities are denominated or in one currency to hedge against fluctuations in the value of securities denominated in a different currency if there is an established historical pattern of correlation between the two currencies.
If, in the opinion of the Investment Adviser, there is a sufficient degree of correlation between price trends for the fund’s portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in the fund’s portfolio may be more or less volatile than prices of such futures contracts, the Investment Adviser will attempt to estimate the extent of this difference in volatility based on historical patterns and to compensate for it by having the fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting the fund’s securities portfolio. When hedging of this character is successful, any depreciation in the value of portfolio securities will substantially be offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of the fund’s portfolio securities would be substantially offset by a decline in the value of the futures position.
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On other occasions, the fund may take a “long” position by purchasing such futures contracts. This would be done, for example, when the fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices or currency exchange rates then available in the applicable market to be less favorable than prices or rates that are currently available.
Options on Futures Contracts. The acquisition of put and call options on futures contracts will give the fund the right (but not the obligation) for a specified price, to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the fund’s assets. By writing a call option, the fund becomes obligated, in exchange for the premium, to sell a futures contract which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium, which may partially offset an increase in the price of securities that the fund intends to purchase. However, the fund becomes obligated to purchase a futures contract, which may have a value lower than the exercise price. Thus, the loss incurred by the fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The fund will incur transaction costs in connection with the writing of options on futures.
The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option on the same series. There is no guarantee that such closing transactions can be effected. The fund’s ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market.
Other Considerations. Where permitted, the fund will engage in futures transactions and in related options transactions for hedging purposes or to seek to increase total return. The fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging purposes are substantially related to price fluctuations in securities held by the fund or which it expects to purchase. Except as stated below, each fund’s futures transactions will be entered into for traditional hedging purposes, that is to say, futures contracts will be used to protect against a decline in the price of securities (or the currency in which they are denominated) that the fund owns, or futures contracts will be purchased to protect the fund against an increase in the price of securities (or the currency in which they are denominated) it intends to purchase. As evidence of this hedging intent, the fund expects that on most of the occasions on which it takes a long futures or option position (involving the purchase of a futures contract), the fund will have purchased, or will be in the process of purchasing equivalent amounts of related securities (or assets denominated in the related currency) in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for a fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets.
The CFTC, a federal agency, regulates trading activity in futures contracts and related options contracts pursuant to the Commodity Exchange Act, as amended (the “CEA”). The CFTC requires the registration of a commodity pool operator (“CPO”), which is defined as any person engaged in a business which is of the nature of an investment trust, syndicate or a similar form of enterprise, and who, in connection therewith, solicits, accepts or receives from others funds, securities or property for the purpose of trading in a commodity for future delivery on or subject to the rules of any contract market. The CFTC has adopted Rule 4.5, which provides an exclusion from the definition of commodity pool operator for any registered investment company which files a notice of eligibility. The Investment Adviser, on behalf of the Core Bond Fund, which may invest in futures transactions and related options transactions, has filed a notice of eligibility claiming exclusion from the status of CPO and, therefore, is not subject to registration or regulation as a CPO under the CEA. Prior to engaging in such transactions, should the eligibility for continuing the claim of exclusion no longer be available, the fund may be subject to registration or regulation as a CPO if no other exclusion from these requirements are then available.
As permitted, the fund will engage in transactions in futures contracts and in related options transactions only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), for maintaining its qualification as a regulated investment company for federal income tax purposes (see the “Distributions and Taxes” section, below).
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Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in the case of contracts and options obligating a fund to purchase securities or currencies, require the fund to segregate with its custodian cash or liquid securities in an amount equal to the underlying value of such contracts and options.
While transactions in futures contracts and options on futures may reduce certain risks, such transactions themselves entail certain other risks. Thus, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the fund than if it had not entered into any futures contracts or options transactions. In the event of an imperfect correlation between a futures position and portfolio position which is intended to be protected, the desired protection may not be obtained and the fund may be exposed to risk of loss.
Perfect correlation between the fund’s futures positions and portfolio positions may be difficult to achieve. The only futures contracts available to hedge a fund’s portfolio are various futures on U.S. Government securities, securities indices and foreign currencies. In addition, it is not possible for a fund to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations.
Swap Agreements
The Core Bond Fund may enter into interest rate, credit default, index, currency exchange rate and total return swap agreements for hedging purposes in attempts to obtain a particular desired return at a lower cost to the fund than if the fund had invested directly in an instrument that yielded the desired return, and to seek to increase the fund’s total return. The fund may also enter into special interest rate swap arrangements such as caps, floors and collars for both hedging purposes and to seek to increase total return. The fund would typically use interest rate swaps to shorten the effective duration of its portfolio.
Swap agreements are contracts entered into by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount” (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate), in a particular foreign currency, or in a “basket” of securities representing a particular index. The “notional amount” of the swap agreement is only a fictive basis on which to calculate the obligations the parties to a swap agreement have agreed to exchange. A fund’s obligations (or rights) under a swap agreement are equal only to the amount to be paid or received under the agreement based on the relative values of the positions held by each party (the “net amount”). A fund’s obligations under a swap agreement are accrued daily (offset against any amounts owing to the fund) and any accrued but unpaid net amounts owed to a swap counterparty are covered by the maintenance of a segregated assets.
Interest rate swaps involve the exchange by a fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. Credit default swaps involve a contract by a fund with another party to transfer the credit exposure of a specific commitment between the parties. Currency swaps involve the exchange by a fund with another party of their respective rights to make or receive payments in specified currencies. A total return swap involves an agreement in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains. The underlying asset that is used is usually an equities index, loan or a basket of assets. The purchase of an interest rate cap entitles the purchaser to receive from the seller of the cap payments of interest on a notional amount equal to the amount by which a specified index exceeds a stated interest rate. The purchase of an interest rate floor entitles the purchaser to receive from the seller of the floor payments of interest on a notional amount equal to the amount by which a specified index falls below a stated interest rate. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a stated range of interest rates. Since interest rate swaps, currency swaps and interest rate caps, floors and collars are individually negotiated, the fund expects to achieve an acceptable degree of correlation between its portfolio investments and the interest rate or currency swap positions entered into for hedging purposes.
The fund may only enter into interest rate swaps on a net basis, which means the two payment streams are netted out, with the fund receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps do not involve the delivery of securities, or underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the fund is contractually obligated to make. If the other party to an interest rate swap defaults, a fund’s risk of loss consists of the net amount of interest payments that the fund is contractually entitled to receive. In contrast, currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations.
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To the extent the fund engaged in such activity, the Trust would maintain in a segregated account with its custodian, cash or liquid securities equal to the net amount, if any, of the excess of the fund’s obligations over its entitlements with respect to swap transactions. The fund will not enter into swap transactions unless the unsecured commercial paper, senior debt or claims paying ability of the other party is considered investment grade by the Investment Adviser. If there is a default by the other party to such a transaction, the fund will have contractual remedies pursuant to the agreement related to the transaction.
The use of interest rate, credit default and currency swaps (including caps, floors and collars) is a highly specialized activity which involves investment techniques and risks different from those associated with traditional portfolio securities activities. If the Investment Adviser is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of the fund would be less favorable than it would have been if this investment technique were not used.
In as much as swaps are entered into for good faith hedging purposes or are offset by segregated assets, the fund’s Investment Adviser does not believe that swaps constitute senior securities as defined in the 1940 Act, and, accordingly, will not treat swaps as being subject to the fund’s borrowing restrictions. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid compared with the markets for other similar instruments which are traded in the interbank market. Nevertheless, the staff of the SEC takes the position that currency swaps are illiquid investments subject to a fund’s 15% limitation on such investments.
In recent years, the SEC and the CFTC have adopted rules creating a new, comprehensive regulatory framework for swaps transactions. Under the new rules, certain swaps transactions are required to be executed on a regulated trading platform and cleared through a derivatives clearing organization. Additionally, the new rules impose other requirements on the parties entering into swaps transactions, including requirements relating to posting margin, and reporting and documenting swaps transactions. Funds engaging in swaps transactions may incur additional expense as a result of these new regulatory requirements.
Certain Bond Fund Practices
The Core Bond Fund may invest all or a portion of its assets in debt securities. As stated in the applicable prospectus, the Core Bond Fund will emphasize investment grade securities. See the “Lower-Rated Corporate Debt Securities” section, below, for a description of these securities and their attendant risks.
This fund may also make use of certain derivatives, such as options, to manage risks and returns, including the risk of fluctuating interest rates. These instruments will be used to control risk and obtain additional income and not with a view toward speculation. The Core Bond Fund will invest only in options which are exchange-traded or sold over-the-counter.
In the debt securities market, purchases of some issues are occasionally made under firm (forward) commitment agreements. The purchase of securities under such agreements can involve risk of loss due to changes in the market rate of interest between the commitment date and the settlement date. As a matter of operating policy, no fund will commit itself to forward commitment agreements in an amount in excess of 25% of total assets and will not engage in such agreements for leveraging purposes.
Lower-Rated Corporate Debt Securities
Each fund may make certain investments in corporate debt obligations that are unrated or rated below investment grade (i.e., ratings of BB or lower by Standard & Poor’s or Ba or lower by Moody’s). Bonds rated BB or Ba or below by Standard & Poor’s or Moody’s (or comparable unrated securities) are commonly referred to as “lower-rated” or “high yield” securities, or as “junk bonds,” and are considered speculative with regard to principal and interest payments. In some cases, such bonds may be highly speculative with a high probability of default. As a result, investment in such bonds will entail greater speculative risks than those associated with investment in investment-grade bonds (i.e., bonds rated AAA, AA, A or BBB by Standard & Poor’s or Aaa, Aa, A or Baa by Moody’s).
Factors having an adverse impact on the market value of lower rated securities will have an adverse effect on a fund’s NAV to the extent it invests in such securities. In addition, a fund may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings.
The secondary market for junk bond securities may not be as liquid as the secondary market for more highly rated securities, a factor which may have an adverse effect on a fund’s ability to dispose of a particular security when necessary to meet its liquidity needs. Under adverse market or economic conditions, the secondary market for junk bond securities could contract further, independent of any specific adverse changes in the condition of a particular issuer. As a result, a fund’s Investment Adviser could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating a fund’s NAV.
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Since investors generally perceive that there are greater risks associated with lower-rated debt securities, the yields and prices of such securities may tend to fluctuate more than those of higher rated securities. In the lower quality segments of the fixed-income securities market, changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the fixed-income securities market resulting in greater yield and price volatility.
Another factor which causes fluctuations in the prices of fixed-income securities is the supply and demand for similarly rated securities. In addition, the prices of fixed-income securities fluctuate in response to the general level of interest rates. Fluctuations in the prices of portfolio securities subsequent to their acquisition will not affect cash income from such securities but will be reflected in a fund’s NAV.
Lower-rated (and comparable non-rated) securities tend to offer higher yields than higher-rated securities with the same maturities because the historical financial condition of the issuers of such securities may not have been as strong as that of other issuers. Since lower rated securities generally involve greater risks of loss of income and principal than higher-rated securities, investors should consider carefully the relative risks associated with investment in securities which carry lower ratings and in comparable non-rated securities. In addition to the risk of default, there are the related costs of recovery on defaulted issues. A fund’s Investment Adviser will attempt to reduce these risks through diversification of these funds’ portfolios and by analysis of each issuer and its ability to make timely payments of income and principal, as well as broad economic trends in corporate developments.
Foreign Government Debt Securities
Each fund may invest in debt obligations of foreign governments and governmental agencies, including those of countries with emerging economies and/or securities markets. Investment in sovereign debt obligations involves special risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and the funds may have limited recourse in the event of a default. Periods of economic uncertainty or market stress may result in the volatility of market prices of sovereign debt, and in turn the fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which a sovereign debtor may be subject.
Convertible Securities
Each fund may invest in convertible securities. Convertible securities may include corporate notes or preferred stock but are ordinarily a long-term debt obligation of the issuer convertible at a stated conversion rate into common stock of the issuer. As with all debt and income-bearing securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the price of the convertible security tends to reflect the value of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stocks in an issuer’s capital structure and are consequently of higher quality and entail less risk than the issuer’s common stock. In evaluating a convertible security, a fund’s Investment Adviser gives primary emphasis to the attractiveness of the underlying common stock. The convertible debt securities in which any other fund may invest are subject to the same rating criteria as that fund’s investments in non-convertible debt securities. Convertible debt securities, the market yields of which are substantially below prevailing yields on non-convertible debt securities of comparable quality and maturity, are treated as equity securities for the purposes of a fund’s investment policies or restrictions.
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U.S. Government Securities
Each fund may purchase U.S. Government securities (subject to certain restrictions regarding mortgage-backed securities described in the “Mortgage-Backed (Mortgage Pass-Through) Securities” section, below). U.S. Government securities are obligations issued or guaranteed by the U.S. Government, its agencies, authorities or instrumentalities.
Certain U.S. Government securities, including U.S. Treasury bills, notes and bonds, and Government National Mortgage Association (“Ginnie Mae”) certificates, are backed by the full faith and credit guarantee of the U.S. Government. Certain other U.S. Government securities, issued or guaranteed by federal agencies or government sponsored enterprises, do not have the full faith and credit guarantee of the U.S. Government, but may be supported by the right of the issuer to borrow from the U.S. Treasury.
Pass-through securities that are issued by Ginnie Mae, the Federal Home Loan Mortgage Corporation (“Freddie Mac”), and the Federal National Mortgage Association (“Fannie Mae”) are mortgage-backed securities which provide monthly payments which are, in effect, a “pass-through” of the monthly interest and principal payments (including any prepayments) made by individual borrowers on the pooled mortgage loans.
Collateralized mortgage obligations (“CMOs”) in which a fund may invest are securities that are collateralized by a portfolio of mortgages or mortgage-backed securities. Each fund may invest in separately traded principal and interest components of securities guaranteed or issued by the U.S. Treasury if such components are traded independently under the Separate Trading of Registered Interest and Principal of Securities program (“STRIPS”).
Each fund may acquire securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities in the form of custody receipts. Such receipts evidence ownership of future interest payments, principal payments or both on certain notes or bonds issued by the U.S. Government, its agencies, authorities or instrumentalities. For certain securities law purposes, custody receipts are not considered obligations of the U.S. Government.
Other Debt Securities
Zero Coupon, Deferred Interest, Pay-in-Kind and Capital Appreciation Bonds. The Core Bond Fund may invest in zero coupon bonds as well as in capital appreciation bonds (“CABs”), deferred interest and pay-in-kind bonds. Zero coupon, deferred interest, pay-in-kind and CABs are debt obligations which are issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance.
Zero coupon bonds are debt obligations that do not entitle the holder to any periodic payments of interest prior to maturity or provide for a specified cash payment date when the bonds begin paying current interest. As a result, zero coupon bonds are generally issued and traded at a significant discount from their face value. The discount approximates the present value amount of interest the bonds would have accrued and compounded over the period until maturity. CABs are distinct from traditional zero coupon bonds because the investment return is considered to be in the form of compounded interest rather than accreted original issue discount. For this reason, the initial principal amount of a CAB would be counted against a municipal issuer’s statutory debt limit, rather than the total par value, as is the case for a traditional zero coupon bond.
Zero coupon bonds benefit the issuer by mitigating its initial need for cash to meet debt service, but generally provide a higher rate of return to compensate investors for the deferment of cash interest or principal payments. Such securities are often issued by companies that may not have the capacity to pay current interest and so may be considered to have more risk than current interest-bearing securities. In addition, the market price of zero coupon bonds generally is more volatile than the market prices of securities that provide for the periodic payment of interest. The market prices of zero coupon bonds are likely to fluctuate more in response to changes in interest rates than those of interest-bearing securities having similar maturities and credit quality.
Zero coupon bonds carry the additional risk that, unlike securities that provide for the periodic payment of interest to maturity, the fund will realize no cash until a specified future payment date unless a portion of such securities is sold. If the issuer of such securities defaults, the fund may obtain no return at all on its investment. In addition, the fund’s investment in zero coupon bonds may require it to sell certain of its portfolio securities to generate sufficient cash to satisfy certain income distribution requirements.
While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Although this period of delay is different for each deferred interest bond, a typical period is approximately one-third of the bond’s term to maturity. Pay-in-kind securities are securities that have interest payable by the delivery of additional securities. Such investments benefit the issuer by mitigating its initial need for cash to meet debt service, but some also provide a higher rate of return to attract investors who are willing to defer receipt of such cash. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations which provide for regular payments of interest. A fund will accrue income on such investments for tax and accounting purposes, as required, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the fund’s distribution obligations.
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Structured Securities. The Core Bond Fund may invest in structured securities. The value of the principal of and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of the fund’s investment. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may entail a greater degree of market risk than other types of fixed-income securities. Structured securities may also be more volatile, less liquid and more difficult to accurately price than less complex fixed-income investments.
Mortgage-Backed (Mortgage Pass-Through) Securities
The Core Bond Fund may invest in mortgage-backed, or mortgage pass-through, securities, which are securities representing interests in “pools” of mortgage loans. Monthly payments of interest and principal by the individual borrowers on mortgage loans are passed through to the holders of the securities (net of fees paid to the issuer or guarantor of the securities) as the mortgage loans in the underlying mortgage pools are paid off. The average lives of these securities are variable when issued because their average lives depend on interest rates. The average life of these securities is likely to be substantially shorter than their stated final maturity as a result of unscheduled principal prepayments. Prepayments on underlying mortgage loans result in a loss of anticipated interest, and all or part of a premium if any has been paid, and the actual yield (or total return) to the holder of a pass-through security may be different than the quoted yield on such security. Mortgage loan prepayments generally increase with falling interest rates and decrease with rising interest rates. Like other fixed income securities, when interest rates rise, the value of a mortgage pass-through security generally will decline; however, when interest rates are declining, the value of mortgage pass-through securities with prepayment features may not increase as much as that of other fixed income securities due to increased principal prepayments.
Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by prepayments of principal resulting from the sale, refinancing or foreclosure of the underlying property, net of fees or costs which may be incurred. Some mortgage pass-through securities (such as most securities issued by Ginnie Mae), are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owned on the mortgage loans in the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether the mortgagor actually makes the payment.
The principal governmental guarantor of mortgage pass-through securities is Ginnie Mae, which is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. Ginnie Mae is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by Ginnie Mae (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgage loans that are guaranteed or insured by other federal programs, such as those of the Federal Housing Administration, the Department of Veteran’s Affairs and the Department of Agriculture’s Rural Housing Service. These guarantees, however, do not apply to the market value or yield of mortgage pass-through securities. Ginnie Mae securities are often purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and will be lost if prepayment occurs.
Government-related guarantors (i.e., whose guarantees are not backed by the full faith and credit of the U.S. Government) include Fannie Mae and Freddie Mac both of which are subject to regulation by the Secretary of Housing and Urban Development. Fannie Mae and Freddie Mac are publicly-traded government-sponsored enterprises under the conservatorship of the Federal Housing Finance Agency (“FHFA”), and independent regulator. Historically, Fannie Mae and Freddie Mac were privately owned, but following the recapitalization of each company in connection with the 2008 housing crisis, the U.S. Treasury has been the largest shareholder of each company, owning the company’s preferred stock and a warrant to buy almost 80% of its common stock.
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As a conservator, the FHFA succeeded to all of the rights, titles, powers, and privileges of Fannie Mae and Freddie Mac and the FHFA has broad powers over each company, including the power to direct Fannie Mae and Freddie Mac to enter into contracts and to transfer or sell any asset or liability of Fannie Mae or Freddie Mac without any approval, assignment or consent, although the FHFA has stated that it has no present intention to do so. In addition, holders of mortgage-backed securities issued by Fannie Mae or Freddie Mac may not enforce certain rights related to such securities against the FHFA, or the enforcement of such rights may be delayed, during the conservatorship.
Fannie Mae and Freddie Mac purchase conventional residential mortgage loans (i.e., mortgage loans not insured or guaranteed by any governmental agency) from a list of approved seller/servicers which include state and federally-chartered savings and loan associations, mutual savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by Fannie Mae are guaranteed as to timely payment by Fannie Mae of principal and interest. Freddie Mac issues Participation Certificates (“PCs”) which represent interest in conventional mortgages (i.e., not federally insured or guaranteed) from Freddie Mac’s national portfolio. Freddie Mac guarantees timely payment of interest and ultimate collection of principal regardless of the status of the underlying mortgage loans.
The obligations of Fannie Mae and Freddie Mac are not guaranteed by the U.S. Government. The FHFA’s conservatorship over Fannie Mae and Freddie Mac has no specified termination date. Although both Fannie Mae and Freddie Mac remain in conservatorship, the U.S. Department of Treasury and the FHFA recently entered into agreements with Fannie Mae and Freddie Mac to help ensure the eventual release of both companies from conservatorship.
The U.S. Department of the Treasury has taken steps to capitalize and provide financing to Fannie Mae and Freddie Mac and has agreed to purchase direct obligations and residential mortgage-backed securities issued or guaranteed by them in an effort to ensure their financial stability. However, there can be no assurance that the U.S. Government will continue to provide financial support to Fannie Mae and Freddie Mac and the future roles of Fannie Mae and Freddie Mac could be significantly reduced and the nature of their guarantees could be eliminated or considerably limited relative to historical measurements. Shortly after Fannie Mae and Freddie Mac were placed in federal conservatorship, the Secretary of the U.S. Treasury, noted that the guarantee structure of Fannie Mae and Freddie Mac required examination and that changes in the structures of the entities were necessary to reduce risk to the financial system.
The problems faced by Fannie Mae and Freddie Mac that resulted in their being placed into federal conservatorship have stirred debate among some federal policy makers regarding the continued role of the U.S. Government in providing liquidity for the residential mortgage market. The gradual recovery of the housing market has made Fannie Mae and Freddie Mac profitable again and increased the uncertainty about their futures. Proposals to end the conservatorships have included recapitalization initiatives, the use of loss-absorbing instruments, and regulatory capital and liquidity requirements to ensure that Fannie Mae and Freddie Mac can operate in a safe and sound manner without posing systemic risk to the economy. Furthermore, the existing purchase agreements with the US. Department of Treasury could be amended and further credit enhancements could be provided by guarantors chartered by the FHFA and other sources of first-loss private capital to ensure that payments on mortgage-backed
securities remain supported. However, the success of any such reforms, whether accomplished through legislation or administrative rulemaking, depends on a number of political, economic, and other factors, which may or may not materialize. For example, future presidential or congressional elections may result in legal and regulatory changes to government-sponsored enterprises’ participation in the mortgage industry being reprioritized, revised, or abandoned altogether, and new guarantors and other sources of capital may not enter the secondary market for residential mortgage loans and mortgage-backed securities if reform efforts fail to reduce Fannie Mae’s and Freddie Mac’s competitive advantages. Accordingly, no assurances can be given that any existing credit support by the U.S. Government will continue to remain in place or that any proposed new credit enhancement proposals will be implemented.
Under the FHFA’s “Single Security Initiative,” Fannie Mae and Freddie Mac have entered into a joint initiative to develop a common securitization platform for the issuance of Uniform Mortgage-Backed Securities (“UMBS”), which would generally align the characteristics of Fannie Mae and Freddie Mac mortgage-backed securities. In June 2019, Fannie Mae and Freddie Mac started to issue UMBS in place of their current offerings of TBA-eligible mortgage-backed securities. The initial effects of the issuance of UMBS on the market for mortgage-related securities have been relatively minimal, however the long-term effects are still uncertain and the issuance of UMBS could have unanticipated or adverse effects credit unions, commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of mortgage loans. Such issuers may also be the originators and/or servicers of the underlying mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of mortgage loans in these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements.
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Other Securities Related to Mortgages
CMOs and Multiclass Pass-Through Securities. The Core Bond Fund may invest a portion of its assets in CMOs, which are debt obligations collateralized by mortgage loans or mortgage pass-through securities. The following is a description of CMOs and types of CMOs but is not intended to be an exhaustive or exclusive list of each type of CMO a fund may invest in. Typically, CMOs are collateralized by certificates issued by Ginnie Mae, Fannie Mae or Freddie Mac, but also may be collateralized by whole loans or private mortgage pass-through securities (such collateral collectively hereinafter referred to as “Mortgage Assets”). TheCore Bond Fund may also invest a portion of its assets in multiclass pass-through securities which are equity interests in a trust composed of Mortgage Assets. Unless the context indicates otherwise, all references herein to CMOs include multiclass pass-through securities. Payments of principal of and interest on the Mortgage Assets, and any reinvestment income thereon, provide the funds to pay debt service on the CMOs or make scheduled distributions on the multiclass pass-through securities. CMOs may be issued by agencies or instrumentalities of the United States government or by private originators of, or investors in, mortgage loans, including credit unions, savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. The issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit (“REMIC”).
In a CMO, a series of bonds or certificates are usually issued in multiple classes with different maturities. Each class of CMOs, often referred to as a “tranche,” is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or a part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semiannual basis. The principal of and interest on the Mortgage Assets may be allocated among the several classes of a series of a CMO in innumerable ways. In a common structure, payments of principal, including any principal pre-payments, on the Mortgage Assets are applied to the classes of the series of a CMO in the order of their respective stated maturities or final distribution dates, so that no payment of principal will be made on any class of CMOs until all other classes having an earlier stated maturity or final distribution date have been paid in full. Certain CMOs may be stripped (securities which provide only the principal or interest factor of the underlying security). See the “-Stripped Mortgage-Backed Securities” subsection, below, for a discussion of the risks of investing in these stripped securities and of investing in classes consisting primarily of interest payments or principal payments.
The Core Bond Fund may also invest in parallel pay CMOs and Planned Amortization Class CMOs (“PAC Bonds”). Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO structures, must be retired by its stated maturity date or final distribution date, but may be retired earlier. PAC Bonds generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes.
Stripped Mortgage-Backed Securities. The Core Bond Fund may invest a portion of its assets in stripped mortgage-backed securities (“SMBS”) which are derivative multiclass mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks and investment banks.
SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of Mortgage Assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the Mortgage Assets, while another class receives most of the interest and the remainder of the principal. In the most extreme case, one class will receive an “IO” (the right to receive all of the interest) while the other class will receive a “PO” (the right to receive all of the principal). The yield to maturity on an IO is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying Mortgage Assets, and a rapid rate of principal payments may have a material adverse effect on such security’s yield to maturity. If the underlying Mortgage Assets experience greater than anticipated prepayments of principal, a fund may fail to fully recoup its initial investment in these securities. The market value of the class consisting primarily or entirely of principal payments generally is unusually volatile in response to changes in interest rates.
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Mortgage Dollar Rolls. The Core Bond Fund may enter into mortgage “dollar rolls” in which the fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, a fund loses the right to receive principal and interest paid on the securities sold. However, a fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase as well as from the receipt of any associated fee income plus interest earned on cash proceeds of the securities sold until the settlement date for the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of a fund. Successful use of mortgage dollar rolls depends upon the Investment Adviser’s ability to predict correctly interest rates and mortgage prepayments. There is no assurance that mortgage dollar rolls can be successfully employed. A fund will hold and maintain until the settlement date segregated cash or liquid assets in an amount equal to the forward purchase price. For financial reporting and tax purposes, each fund treats mortgage dollar rolls as two separate transactions; one involving the purchase of a security and a separate transaction involving a sale. These funds do not currently intend to enter into mortgage dollar rolls that are accounted for as a financing.
Municipal Securities
The Core Bond Fund may, from time to time, invest in municipal securities. However, there are many different kinds of municipal securities and Madison must make various decisions in its efforts to follow this principal investment strategy. The market for municipal securities is diverse and constantly changing. The following is therefore not necessarily a complete description of all types of municipal securities Madison may purchase for this fund.
| • | Who Issues Municipal Securities in General? The term “municipal securities” includes a variety of debt obligations that are issued for public purposes by or on behalf of states, territories and possessions of the United States, their political subdivisions, the District of Columbia, Guam, Puerto Rico and other territories. They are also issued by the duly constituted authorities, agencies, public corporations and other instrumentalities of these jurisdictions. |
| • | What are Municipal Securities Used For? Municipal securities may be used for many public purposes, including constructing public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets, water and sewer works and gas and electric utilities. Municipal securities may also be used to refund outstanding obligations, to obtain funds to lend to other public institutions and certain private borrowers or for general operating expenses. |
| • | How are Municipal Securities Classified by Purpose? Municipal securities are usually classified as either “general obligation,” “revenue” or “industrial development.” |
| ◦ | General Obligation. General obligation securities are the obligations of an issuer with taxing power and are payable from the issuer’s general unrestricted revenues. These securities are backed by the full faith, credit and taxing power of the issuer for the payment of principal and interest. They are not limited to repayment from any particular fund or revenue source. For example, a bond issued directly by the State of Missouri is a general obligation bond. |
| ◦ | Revenue. Revenue securities are repayable only from revenues derived from a particular facility, local agency, special tax, facility user or other specific revenue source. Certain revenue issues may also be backed by a reserve fund or specific collateral. Ordinary revenue bonds are used to finance income producing projects such as public housing, toll roads and bridges. The investor bears the risk that the project will produce insufficient revenue and have insufficient reserves to cover debt service on the bonds. |
| ◦ | Industrial Development. Industrial development securities are revenue obligations backed only by the agreement of a specific private sector entity to make regular payments to the public authority in whose name they were issued. Collateral may or may not be pledged. States or local authorities generally issue industrial development securities on behalf of private organizations for the purpose of attracting or assisting local industry. These securities usually have no credit backing from any public body. Industrial development securities include pollution and environmental control revenue bonds. Industrial revenue bonds are used to finance privately-operated facilities for business, manufacturing, housing, sports and other purposes and are limited to $10 million per issuer, except when used for certain exempted purposes. Pollution and environmental control revenue bonds are used to finance air and water pollution control facilities required by private users. Repayment of revenue bonds issued to finance privately used or operated facilities is usually dependent entirely on the ability of the private beneficiary to meet its obligations and on the value of any collateral pledged. |
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| • | How are Municipal Securities Further Classified? Municipal securities may be classified according to maturity as “notes” if up to about two years in term, or as “bonds” if longer in term. |
| ◦ | Callable Bonds. Callable municipal bonds are municipal bonds that contain a provision in the bond indenture permitting the issuer to redeem bonds prior to maturity. A bond indenture is the legal document that contains the important terms of the security. Callable bonds are generally subject to call during periods of declining interest rates. If the proceeds of a called bond under such circumstances are reinvested, the result may be a lower overall yield due to lower interest rates. If, when purchased, Madison paid a premium for the bond, some or all of that premium may not be recovered, depending on the call price. |
| ◦ | Notes. Notes are generally used to meet short-term financing needs and include the following specific types: |
| • | Tax Anticipation Notes. Normally, these are general obligation issues that are issued to meet cash needs prior to collecting taxes and generally are payable from specific future tax revenues. |
| • | Bond Anticipation Notes. Like tax anticipation notes, these also are normally general obligation issues. They are issued to provide interim financing in anticipation of sales of long-term bonds and generally are payable from the proceeds of a specific proposed bond issue. |
| • | Revenue Anticipation Notes. These may be general obligation issues and are issued to provide cash prior to receipt of expected non-tax revenues from a specific source, such as scheduled payments due from the federal government. |
| • | Project Notes. Local authorities issue these notes to finance various local redevelopment and housing projects conducted under sponsorship of the federal government. Project notes are guaranteed and backed by the full faith and credit of the United States. |
| • | Construction Loan Notes. These notes provide interim financing for construction projects. They are frequently issued in connection with federally insured or guaranteed mortgage financing and may also be insured or guaranteed by the federal government. |
| • | Tax-Exempt Commercial Paper. These notes (sometimes called “municipal paper”) are similar to conventional commercial paper, but are tax-free. Municipal paper may be either a general obligation or a revenue issue, although the latter is more common. These issues may provide greater flexibility in scheduling maturities than other municipal notes. |
| ◦ | Municipal Lease Obligations. Municipalities issue municipal lease obligations to finance their obligation to pay rent on buildings or equipment they use. Madison intends to limit its investments in such obligations to those that represent liquid securities for purposes of the fund’s limitation on investments in illiquid securities. Madison will make daily determinations of the liquidity and appropriate valuation of each such obligation, basing its decision on all relevant facts including: (1) the frequency of trades and quotes for the obligation; (2) the number of dealers willing to purchase or sell the security; (3) the number of other potential buyers; (4) the willingness of dealers to make a market in the security; and (5) the nature of the marketplace. With regard to the nature of the marketplace, Madison will consider the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer. |
A municipal lease obligation will not be considered liquid unless there is reasonable assurance that its marketability will be maintained throughout the time Madison holds the instrument for the fund. Madison must conclude that the obligation is liquid considering: (1) whether the lease can be canceled; (2) what assurance there is that the assets represented by the lease can be sold; (3) the strength of the lessee’s general credit; (4) the likelihood that the municipality will discontinue appropriating funding for the leased property because the property is no longer deemed essential to the operations of the municipality; and (5) Madison’s legal recourse in the event of failure to appropriate.
| • | How Can You Tell the Identity of the Issuer? From time to time, Madison must make determinations as to the identity of the issuer of a particular municipal security. Madison will make this determination considering its understanding of the assets and revenue principally backing the issue and the most significant source of repayment of principal and interest for the issue. If the specific securities are backed by assets and revenues that are independent or separate from the assets and revenues of the jurisdiction or agency in whose name they were issued, then Madison will normally consider those securities to have a separate issuer. |
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| • | What are the Risks of Geographic Concentration of Investments? If the credit standing of a particular state or type of issuer generally declined, then the fund could be more adversely affected than if its investments were more diversified. |
| • | What are the Risks of Investing in Various Municipal Securities? Municipal securities generally are subject to possible default, bankruptcy or insolvency of the issuer. Principal and interest repayment may be affected by federal, state and local legislation, referendums, judicial decisions and executive acts. The tax-exempt status of municipal securities may be affected by future changes in the tax laws, litigation involving the tax status of the securities and errors and omissions by issuers and their counsel. Madison will not attempt to make an independent determination of the present or future tax-exempt status of municipal securities acquired for the fund. |
While most municipal securities have a readily available market, a variety of factors, including the scarcity of issues and the fact that tax-free investments are inappropriate for significant numbers of investors, limit the depth of the market for these securities. Accordingly, it may be more difficult for the fund to sell large blocks of municipal securities advantageously than would be the case with comparable taxable securities.
Alternative Strategies Investments
The Allocation Funds and the Target Date Funds may invest in underlying funds that use alternative strategies (e.g., long/short strategies - equity and fixed income, market-neutral strategies, and absolute return/global macro strategies) and/or use derivatives for risk management purposes or as part of their investment strategies. An underlying fund may use derivatives to earn income and enhance returns, to manage or adjust its risk profile, to replace more traditional direct investments, or to obtain exposure to certain markets.
Restricted Securities
Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act of 1933, as amended. Where registration is required, a fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell a security and the time a fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, a fund might obtain a less favorable price than that which prevailed when it decided to sell. Restricted securities will be priced at fair value as determined in good faith in accordance with methodologies approved by the Board.
Repurchase Agreements
Each fund may enter into repurchase agreements. In a repurchase agreement, a security is purchased for a relatively short period (usually not more than seven days) subject to the obligation to sell it back to the seller 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, U.S. Central Credit Union, and with “primary dealers” in U.S. Government securities. A fund’s Investment Adviser will continuously monitor the creditworthiness of the parties with whom the funds enter into 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 each 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 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.
Reverse Repurchase Agreements
Each fund may also enter into reverse repurchase agreements which involve the sale of U.S. Government securities held in its portfolio to a bank with an agreement that the fund will buy back the securities at a fixed future date at a fixed price plus an agreed amount of “interest” which may be reflected in the repurchase price. Reverse repurchase agreements are considered to be borrowings by a fund entering into them. Reverse repurchase agreements involve the risk that the market value of securities purchased by a fund with proceeds of the transaction may decline below the repurchase price of the securities sold by the fund which it is obligated to repurchase. A fund that has entered into a reverse repurchase agreement will also continue to be subject to the risk of a decline in the market value of the securities sold under the agreements because it will reacquire those securities upon effecting their repurchase. To minimize various risks associated with reverse repurchase agreements, each fund will establish and maintain with the Trust’s custodian a separate account consisting of liquid securities, of any type or maturity, in an amount at least equal to the repurchase prices of the securities (plus any accrued interest thereon) under such agreements. No fund will enter into reverse repurchase agreements and other borrowings (except from banks as a temporary measure for extraordinary emergency purposes) in amounts in excess of 30% of the fund’s total assets (including the amount borrowed) taken at market value. No fund will use leverage to attempt to increase income. No fund will purchase securities while outstanding borrowings exceed 5% of the fund’s total assets. Each fund will enter into reverse repurchase agreements only with federally insured banks which are approved in advance as being creditworthy by the Board of Trustees. Under procedures established by the Board of Trustees, a fund’s Investment Adviser will monitor the creditworthiness of the banks involved.
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Forward Commitment and When-Issued Securities
Each fund may purchase securities on a when-issued or forward commitment basis. “When-issued” refers to securities whose terms are specified and for which a market exists, but which have not been issued. Each fund will engage in when-issued transactions with respect to securities purchased for its portfolio in order to obtain what is considered to be an advantageous price and yield at the time of the transaction. For when-issued transactions, no payment is made until delivery is due, often a month or more after the purchase. In a forward commitment transaction, a fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time.
When a fund engages in forward commitment and when-issued transactions, it relies on the seller to consummate the transaction. The failure of the issuer or seller to consummate the transaction may result in a fund’s losing the opportunity to obtain a price and yield considered to be advantageous. The purchase of securities on a when-issued or forward commitment basis also involves a risk of loss if the value of the security to be purchased declines prior to the settlement date.
On the date a fund enters into an agreement to purchase securities on a when-issued or forward commitment basis, the fund will segregate cash or liquid securities, of any type or maturity, equal in value to the fund’s commitment. These assets will be valued daily at market, and additional cash or securities will be segregated to the extent that the total value of the assets in the account declines below the amount of the when-issued commitments. Alternatively, a fund may enter into offsetting contracts for the forward sale of other securities that it owns.
Real Estate Investment Trusts
Each fund may invest in shares of real estate investment trusts (“REITs”). REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest primarily in real property and earn rental income from leasing those properties. They also may realize gains or losses from the sale of properties. Equity REITs generally exercise some degree of control over the operational aspects of their real estate investments, lease terms and property maintenance and repair. Mortgage REITs invest primarily in mortgages and similar real estate interests and receive interest payments from the owners of the mortgaged properties and are paid interest by the owners of the financed properties. Hybrid REITs invest both in real property and in mortgages. A REIT generally is not taxed on income distributed to its shareholders if it complies with certain federal income tax requirements relating primarily to its organization, ownership, assets and income and, further, if it distributes at least 90% its taxable income to its shareholders each year. Consequently, REITs tend to focus on income producing real estate investments.
The funds’ investments in REITs may be adversely affected by the deterioration of the real estate rental market, in the case of REITs that primarily own real estate, or by the deterioration in the creditworthiness of property owners and changes in interest rates in the case of REITs that primarily hold mortgages. Equity and mortgage REITs also are dependent upon specialized management skills, may not be diversified in their holdings and are subject to the risks of financing projects. REITs also may be subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. Under certain circumstances, a REIT may fail to qualify for the special tax treatment available to REITs, which would subject the REIT to federal income taxes at the REIT level and adversely affect the value of its securities.
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In general, qualified REIT dividends that an investor receives directly from a REIT are automatically eligible for the 20% qualified business income deduction available under Section 199A of the Code. Additionally, a dividend or part of a dividend paid by a regulated investment company and reported as a “Section 199A Dividend” is treated by the recipient as a qualified REIT dividend for purposes of the 20% qualified business income deduction, if certain holding period and other requirements have been satisfied by the recipient with respect to its fund shares.
Exchange-Traded Funds
Each fund may invest in exchange-traded funds (“ETFs”), which are shares of publicly-traded unit investment trusts, open-end funds, or depositary receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector or international. ETF shareholders are generally subject to the same risks as holders of the underlying securities they are designed to track.
ETFs are also subject to certain additional risks, including (i) the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track; and (ii) the risk of possible trading halts due to market conditions or other reasons, based on the policies of the exchange upon which an ETF trades. In addition, an exchange-traded sector fund may be adversely affected by the performance of that specific sector or group of industries on which it is based. The fund would bear, along with other shareholders of an ETF, its pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of the fund’s expenses (i.e., management fees and operating expenses), shareholders of the fund may also indirectly bear similar expenses of an ETF.
Shares of Other Investment Companies
Each fund, other than the Allocation and Target Date Funds, may invest up to 10% of its assets in shares of other investment companies. Each fund, other than the Allocation and Target Date Funds, complies with the general statutory limits for such investments prescribed by Section 12(d)(1) of the 1940 Act. The statutory limits are that immediately after any investment: (i) not more than 5% of a fund’s total assets are invested in the securities of any one investment company; (ii) not more than 10% of a fund’s total assets are invested in the aggregate in securities of investment companies as a group; (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by the fund; and (iv) not more than 10% of the outstanding voting stock of any one investment company will be owned in the aggregate by the fund and other investment companies advised by Madison, or any of its affiliates. Notwithstanding the foregoing, each fund may invest in shares of money market funds in excess of the above described statutory limitations, in accordance with the exemption contained in Rule 12d1-1 under the 1940 Act.
Rule 12d1-4 of the 1940 Act provides an exemption from Section 12(d)(1) that allows a fund to invest all of its assets in other registered funds, including ETFs, if the fund satisfies certain conditions specified in the Rule, including, among other conditions, that the fund and its advisory group will not control (individually or in the aggregate) an acquired fund (e.g., hold more than 25% of the outstanding voting securities of an acquired fund that is a registered open-end management investment company). However, such control and other conditions under Rule 12d1-4 do not apply if either the acquiring fund is in the same group of investment companies as the acquired fund, or the acquiring fund’s subadviser or an affiliate is the acquired fund’s adviser. Because the Allocation Funds and Target Date Funds are structured as funds-of-funds, they rely on Rule 12d1-4 to implement their investment strategies.
As a shareholder of another investment company, a fund would bear, along with other shareholders, its pro rata portion of the expenses of such other investment company, including investment advisory fees, general fund expenses, trading, custodial and interest expenses and distribution/shareholder servicing fees (if any). These expenses would be in addition to the advisory and other expenses that a fund bears directly in connection with its own operations and may represent a duplication of fees to shareholders of the fund.
Temporary Defensive Positions
Although each fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, each fund may invest up to 100% in money market securities as a defensive tactic in abnormal market conditions. To the extent any fund engages in a temporary defensive position in this manner, it would not be invested in accordance with its stated investment objectives.
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Definition of Market Capitalization
Market capitalization is the value of a corporation determined by multiplying total outstanding shares by the current market price. Total outstanding shares include common stock, non-restricted exchangeable shares and partnership units/membership interests where applicable. Exchangeable shares are shares which may be exchanged at any time, at the holder’s option, on a one-for-one basis for common stock. Membership or partnership units/interests represent an economic interest in a limited liability company or limited partnership. Market capitalization does not include preferred or convertible preferred stock, participating preferred stock, restricted or redeemable shares, warrants, rights or trust receipts.
Types of Investment Risk
Active or Frequent Trading Risk. The risk of the realization and distribution to shareholders of higher capital gains as compared to a series with less active trading policies. Frequent trading also increases transaction costs, which could detract from the performance.
Asset Allocation Risk. The risk that the selection of the underlying funds and 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.
Call Risk. The risk that the issuer of a security will retire or redeem (“call”) the security with a higher rate of interest before the scheduled maturity date when interest rates have declined.
Correlation Risk. The risk that changes in the value of a hedging instrument or hedging technique will not match those of the asset being hedged (hedging is the use of one investment to offset the possible adverse effects of another investment).
Counterparty Risk. The risk that the counterparty under an agreement will not live up to its obligations.
Credit Risk. The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise not honor a financial obligation.
Currency Risk. The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the U.S. dollar value of an investment.
Cybersecurity Risk. The risks associated with computer systems, networks and devices to carry out routine business operations. These systems, networks and devices employ a variety of protections that are designed to prevent cyberattacks. Despite the various cyber protections utilized by the funds, the Investment Adviser, and other service providers, their systems, networks, or devices could potentially be breached. The funds, their shareholders, and the Investment Adviser could be negatively impacted as a result of a cybersecurity breach. The funds cannot control the cybersecurity plans and systems put in place by service providers or any other third parties whose operations may affect the funds.
Default Risk. It is possible that unexpected events could cause the issuer to be unable to pay either principal or interest on its bond. This could cause the bond to go into default and lose value. Some federal agency securities are not backed by the full faith and credit of the United States, so in the event of default, a fund would have to look to the agency issuing the bond for ultimate repayment.
Derivatives Risk. The risk that loss may result from investments in options, forwards, futures, swaps and other derivatives instruments. These instruments may be illiquid, difficult to price and leveraged so that small changes in the value of the underlying instruments may produce disproportionate losses to the fund. Derivatives are also subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations.
Depository Receipt Risk. Depository receipts, such as ADRs and GDRs, may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depository receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Depository receipts involve many of the same risks as direct investments in foreign securities. These risks include, but are not limited to: fluctuations in currency exchange rates, which are affected by international balances of payments and other financial conditions; government interventions; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depository receipts that are traded over the counter may also be subject to liquidity risk.
Equity Risk. Equity risk is the risk that securities held will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by a fund participate, and the circumstances and performance of companies whose securities a fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
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ETF Risks. The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Extension Risk. The risk that an unexpected rise in prevailing interest rates will extend the life of an outstanding mortgage-backed security by reducing the expected number of mortgage prepayments, typically reducing the security’s value.
Foreign Security Risk. Investments in foreign securities involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.
Geopolitical and Economic Risk. Geopolitical events may cause market disruptions. For example, there is still considerable market uncertainty regarding the longer-term ramifications of Brexit (the United Kingdom’s (UK) withdrawal from the European Union), and the range of possible political, regulatory, economic and market outcomes are difficult to predict. The uncertainty surrounding the UK’s economy may continue to be a source of instability and cause considerable disruption in securities markets, including increased volatility and illiquidity, as well as currency fluctuations in the British pound’s exchange rate against the U.S. dollar. In addition, uncertainties regarding wars in Europe and in the Middle East, have contributed to market volatility.
Growth Investing Risk. The risk that stocks with growth characteristics can experience sharp price declines as a result of earnings disappointments, even small ones. Investments in stocks with growth characteristics will typically experience greater volatility over time than stocks with value characteristics.
Hedging Risk. When a fund hedges an asset it holds (typically by using a derivative contract or derivative security), any gain or loss generated by the hedge should be substantially offset by losses or gains on the hedged asset. Hedging is a useful way to reduce or eliminate risk of loss, but it will also reduce or eliminate the potential for investment gains.
Information Risk. The risk that key information about a security or market is inaccurate or unavailable.
Interest Rate Risk. The risk of declines in market value of an income bearing investment due to changes in prevailing interest rates. With fixed-rate securities, a rise in interest rates typically causes a decline in market values, while a fall in interest rates typically causes an increase in market values.
Interest Rate Policy Risk. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain fund investments, which could cause the value of a fund’s investments and share price to decline. Until recently, interest rates were historically low, but the Federal Reserve has recently increased interest rates quickly and significantly in an effort to combat inflation. As interest rates rise, the value of fixed-income investments will generally decrease. A fund that invests in derivatives tied to fixed-income markets may be more substantially exposed to these risks than a fund that does not invest in derivatives.
Large Cap Risk. Large capitalization companies may fall out of favor with investors based on market and economic conditions. In addition, larger companies may not be able to attain the high growth rates of successful smaller companies and may be less capable of responding quickly to competitive challenges and industry changes. As a result, a fund’s value may not rise as much as, or may fall more than, the value of funds that focus on companies with smaller market capitalizations.
Leverage Risk. The risks associated with securities or investment practices that enhance return (or loss) without increasing the amount of investment, such as buying securities on margin or using certain derivative contracts or derivative securities. A fund’s gain or loss on a leveraged position may be greater than the actual market gain or loss in the underlying security or instrument. A fund may also incur additional costs in taking a leveraged position (such as interest on borrowings) that may not be incurred in taking a non-leveraged position.
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Liquidity Risk. The risk that certain securities or other investments may be difficult or impossible to sell at the time the fund would like to sell them or at the price the fund values them.
Litigation Risk. The funds may be subject to third-party litigation, which could give rise to legal liability. These matters involving the funds may arise from their activities and investments and could have a materially adverse effect on the funds, including the expense of defending against claims and paying any amounts pursuant to settlements or judgments. There can be no guarantee that these matters will not arise in the normal course of business. If the funds were to be found liable in any suit or proceeding, any associated damages and/or penalties could have a materially adverse effect on the funds’ finances, in addition to being materially damaging to their reputation.
Management Risk. The risk that a strategy used by a fund’s Investment Adviser may fail to produce the intended result. This risk is common to all mutual funds.
Market Risk. The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably, due to factors that have nothing to do with the issuer. This risk is common to all stocks and bonds and the mutual funds that invest in them.
Mid Cap Risk. Investments in midsize companies may entail greater risks than investments in larger, more established companies. Midsize companies tend to have narrower product lines, fewer financial resources and a more limited trading market for their securities, as compared to larger companies. They may also experience greater price volatility than securities of larger capitalization companies because growth prospects for these companies may be less certain and the market for such securities may be smaller. Some midsize companies may not have established financial histories; may have limited product lines, markets or financial resources; may depend on a few key personnel for management; and may be susceptible to losses and risks of bankruptcy.
Mortgage-Backed Securities Risk. The risk that mortgage holders prepay principal during a period of falling interest rates, a fund could be exposed to prepayment risk. In that case, a fund would have to reinvest the proceeds at a lower interest rate. The security itself may not increase in value with the corresponding drop in rates since the prepayment acts to shorten the maturity of the security.
Natural Event Risk. The risk of losses attributable to natural disasters, crop failures and similar events.
Non-Investment Grade Security Risk. Issuers of non-investment grade securities (i.e., “junk” bonds) are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Opportunity Risk. The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are committed to less advantageous investments.
Political Risk. The risk of losses directly attributable to government actions or political events of any sort, including military actions and/or expropriation of assets.
Prepayment Risk. The risk that an unexpected fall in prevailing interest rates will shorten the life of an outstanding mortgage-backed security by increasing the expected number of mortgage prepayments, thereby reducing the security’s return.
Real Estate Investment Trusts (“REITs”) Risk. REITs pool investors’ funds for investment primarily in real estate properties or real estate-related loans. REITs generally derive their income from rents on the underlying properties or interest on the underlying loans, and their value is impacted by changes in the value of the underlying property or changes in interest rates affecting the underlying loans owned by the REITs. REITs are more susceptible to risks associated with the ownership of real estate and the real estate industry in general. These risks can include, but are not limited, fluctuations in the value of underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local economic conditions; decreases in market rates for rents; increases in competition, property taxes, capital expenditures or operating expenses; and other economic, political or regulatory occurrences affecting the real estate industry. In addition, REITs depend upon specialized management skills, may not be diversified (which may increase the price volatility of REITs), may have less trading volume and liquidity, and may be subject to more abrupt or erratic price movements than the overall securities market. REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the “Code”). REITs are subject to the risk of failing to qualify for favorable tax treatment under the Code.
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Speculation Risk. Speculation is the assumption of risk in anticipation of gain but recognizing a higher than average possibility of loss. To the extent that a derivative contract or derivative security is used speculatively (i.e., not used as a hedge), a fund is directly exposed to the risks of that derivative contract or security. Gains or losses from speculative positions in a derivative contract or security may be substantially greater than the derivative contract or security’s original cost.
Underlying Funds Risk. The risk that investment performance and its ability to achieve its investment goal are directly related to the performance of the underlying funds in which a fund invests. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
Valuation Risk. The risk that a fund could not sell a security or other portfolio investment for the market value or fair value established for it at any time. Similarly, the risk that the fair valuation of securities or other portfolio investments may result in greater fluctuation in their value from one day to the next than would be the case if the market values were available.
Value Investing Risk. The risk that “value” stocks are subject to the risk that their perceived intrinsic values may never be realized by the market, and to the risk that, although the stock is believed to be undervalued, it is actually appropriately priced or overpriced due to unanticipated problems associated with the issuer or industry.
FUND NAMES
Each of the Core Bond Fund, Large Cap Value Fund, Large Cap Growth Fund, and Mid Cap Fund have names that suggest a focus on a particular industry, group of industries or type of investment. In accordance with the provisions of Rule 35d-1 of the 1940 Act, each of these funds will, under normal circumstances, invest at least 80% of its assets in the particular industry, group of industries, or type of investment of the type suggested by its name. For this purpose, “assets” means net assets plus the amount of any borrowings for investment purposes. In addition, in appropriate circumstances, synthetic investments may be included in the 80% basket if they have economic characteristics similar to the other investments included in the basket. A fund’s policy to invest at least 80% of its assets in such a manner is not a “fundamental” one, which means that it may be changed without the vote of a majority of the fund’s outstanding shares as defined in the 1940 Act. Accordingly, the names of these funds may be changed at any time by a vote of the Board of Trustees. As required by Rule 35d-1, shareholders of funds subject to Rule 35d-1 will receive a 60-day written notice of any change to the investment policy describing the type of investment that the name suggests.
INVESTMENT LIMITATIONS
The Trust has adopted the following restrictions and policies relating to the investment of assets and the activities of each fund. The policies listed below are fundamental and may not be changed for a fund without the approval of the holders of a majority of the outstanding votes of that fund (which for this purpose and under the 1940 Act means the lesser of (i) sixty-seven percent (67%) of the outstanding votes attributable to shares represented at a meeting at which more than fifty percent (50%) of the outstanding votes attributable to shares are represented or (ii) more than fifty percent (50%) of the outstanding votes attributable to shares). Except as noted below, none of the funds within the Trust may:
| 1. | Borrow money, except that it may (a) borrow from any lender for temporary purposes in amounts not in excess of 5% of its total assets and (b) borrow from banks in any amount for any purpose, provided that immediately after borrowing from a bank the fund’s aggregate borrowings from any source do not exceed 33⅓% of the fund’s total assets (including the amount borrowed). If, after borrowing from a bank, a fund’s aggregate borrowings later exceed 33⅓% of the fund’s total assets, the fund will, within three days after exceeding such limit (not including Sundays or holidays), reduce the amount of its borrowings to meet the limitation. A fund may make additional investments while it has borrowings outstanding. A fund may make other borrowings to the extent permitted by applicable law. |
| 2. | Underwrite securities of other issuers, except that a fund may acquire portfolio securities under circumstances where, if the securities are later publicly offered or sold by the fund, it may be deemed to be an underwriter for purposes of the 1933 Act. |
| 3. | Invest over 25% of assets taken at its market value in any one industry, except that each Allocation Fund and Target Date Fund may invest more than 25% of its assets in any one affiliated underlying fund. Securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or instruments secured by these money market instruments, such as repurchase agreements, shall not be considered investments in any one industry for purposes of these rules. Telephone, gas, and electric utility industries shall be considered separate industries. |
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| 4. | Purchase physical commodities or enter into contracts requiring the delivery or receipt of physical commodities. |
| 5. | Purchase or sell real estate, except a fund may purchase securities which are issued by companies which invest in real estate or interests therein. |
| 6. | Issue senior securities as defined in the 1940 Act, except as is permitted by such Act, by rules under such Act, and by SEC positions with respect to the issuance of obligations which might be deemed senior securities. |
| 7. | Make loans (the acquisition of bonds, debentures, notes and other securities as permitted by the investment objectives of a fund shall not be deemed to be the making of loans) except that a fund may purchase securities subject to repurchase agreements under policies established by the Board and may make loans of securities as permitted by applicable law. |
| 8. | With respect to 75% of the fund’s total assets, purchase securities of an issuer (other than the U.S. Government, its agencies or instrumentalities and, for the Allocation Funds and Target Date Funds, the securities of other investment companies), if (i) such purchase would cause more than 5% of the fund’s total assets taken at market value to be invested in the securities of such issuer, or (ii) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the fund. |
With regard to fundamental policy 3 above, as it relates to the Allocation Funds and Target Date Funds, Madison looks through to the assets held by affiliated underlying funds for purposes of the industry concentration limit, and for unaffiliated underlying funds, Madison applies the test the same way based on what Madison knows about the underlying fund.
With regard to fundamental policy 6 above, Section 18(f) of the 1940 Act prohibits an investment company from issuing a “senior security” except under certain circumstances. A “senior security” is any security or obligation that creates a priority over any other class to a distribution of assets or payment of a dividend. Permissible “senior securities” include, among other things, a borrowing from a bank where the fund maintains an asset coverage ratio of at least 300% while the borrowing is outstanding.
In addition to the fundamental policies listed above, the investment objective of each fund is a fundamental policy that cannot be changed without the approval of a majority of the fund’s outstanding voting securities.
The following restrictions are not fundamental policies and may be changed without the approval of the shareholders of the affected fund. No fund will:
| 1. | Sell securities short or maintain a short position, except for short sales against the box. |
| 2. | Purchase illiquid securities if more than 15% of the total assets of the fund, taken at market value, would be invested in such securities. |
| 3. | With regard to the Core Bond Fund, the fund will not invest more than 5% of the value of its total assets (determined as of the date of purchase) in the securities of any one issuer (other than securities issued or guaranteed by the United States Government or any of its agencies or instrumentalities and excluding bank deposits), and Madison will not purchase, on behalf of the fund, any securities when, as a result, more than 10% of the voting securities of the issuer would be held by the fund. For purposes of these restrictions, the issuer is deemed to be the specific legal entity having ultimate responsibility for payment of the obligations evidenced by the security and whose assets and revenues principally back the security. |
| 4. | With regard to the Core Bond Fund, at least 65% of the fund’s assets must be invested in investment grade securities. |
Except for the limitations on borrowing from banks, if the above percentage restrictions, or any restrictions elsewhere in this SAI or in one of the prospectuses covering fund shares, are adhered to at the time of investment, a later increase or decrease in such percentage resulting from a change in values of securities or amount of net assets will not be considered a violation of any of the foregoing restrictions.
Notwithstanding the foregoing investment limitations, the underlying funds in which the Allocation Funds and Target Date Funds may invest may have adopted certain investment restrictions that may be more or less restrictive than those listed above, thereby permitting such funds to engage indirectly in investment strategies that may be prohibited under the investment limitations listed above. The investment restrictions of each underlying fund are set forth in the prospectus and SAI for that underlying fund.
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PORTFOLIO TURNOVER
Each fund will trade securities held by it whenever, in the Investment Adviser’s view, changes are appropriate to achieve the stated investment objectives. The Investment Adviser does not anticipate that unusual portfolio turnover will be required and intends to keep such turnover to moderate levels consistent with the objectives of each fund. Although the Investment Adviser makes no assurances, it is expected that the annual portfolio turnover rate for each fund will be generally less than 100%. This would mean that normally less than 100% of the securities held by the fund would be replaced in any one year.
For each of the two fiscal years ended December 31, portfolio turnover for each fund was as follows:
| Fund | 2025 | 2024 | 2023 |
| Conservative Allocation | 28% | 48% | 49% |
| Moderate Allocation | 32% | 50% | 57% |
| Aggressive Allocation | 34% | 60% | 64% |
| Diversified Income1 | 20% | 11% | 118% |
| Core Bond | 13% | 16% | 25% |
| Large Cap Value | 24% | 20% | 28% |
| Large Cap Growth | 23% | 9% | 13% |
| Mid Cap | 19% | 15% | 13% |
| Madison Target Retirement 20202 | 19% | 39% | 231% |
| Madison Target Retirement 20302 | 31% | 38% | 220% |
| Madison Target Retirement 20402 | 35% | 43% | 210% |
| Madison Target Retirement 20502 | 42% | 37% | 226% |
1Turnover for 2023 was higher than 2024 or 2025 due to the fund’s transition away from individual securities to a fund-of-funds structure.
2 Turnover for 2024 and 2025 was lower than 2023 due to the implementation of a less frequent portfolio rebalancing strategy.
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MANAGEMENT OF THE TRUST
Trustees and Officers
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 Massachusetts, including but not limited to the management and supervision of the funds.
The Board of Trustees, from time to time, may include individuals who may be deemed to be affiliated persons of Madison. At all times, however, a majority of Board members will not be affiliated with Madison or the funds (collectively referred to herein as the “Independent Trustees”).
The funds do not hold annual shareholder meetings, but may hold special meetings for such purposes as electing or removing Board members, changing fundamental policies, approving certain management contracts, approving or amending a 12b-1 plan, or as otherwise required by the 1940 Act or the Declaration of Trust.
The address of each Trustee and officer is 550 Science Drive, Madison, WI 53711.
Independent Trustees
| Name and Age | Position(s) Held, First Elected and Term of Office1 |
Principal Occupation(s) During Past Five Years | Portfolios Overseen in Fund Complex by Trustee2 |
Other Directorships Held by Trustee |
|
Steven P. Riege 71 |
Trustee, since 2005; Indefinite term
|
Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 - Present
Robert W. Baird & Company (financial services), Milwaukee, WI, Senior Vice President-Marketing and Vice President-Human Resources, 1986 - 2001 |
28 |
Madison Funds (“MF”) (12), 2005 - Present;
Madison ETFs Trust (4), June 2023 - Present
|
|
Richard E. Struthers 73 |
Trustee, since 2004; Indefinite term
|
Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer 1998 - Present
Park Nicollet Health Services, Minneapolis, MN, Chairman, Finance and Investment Committee, 2006 - 2012 |
28 |
MF (12), 2004 - Present;
Madison ETFs Trust (4), June 2023 - Present
|
|
Anita Zagrodnik 65 |
Trustee, since May 2024; Indefinite term |
Chief Compliance Officer, U.S. Bank Global Fund Services (a global fund administrator), Milwaukee, WI 2017 – 2022 (retired); Multiple Series Trust Chief Compliance Officer, 2014 – 2017
Chief Compliance Officer & Senior VP, Ariel Investment Trust, 2003 – 2013 |
24 | MF (12), 2024 – Present |
| 1 | Board terms are indefinite, subject to the Board’s retirement policy. The Board of Trustees has adopted a retirement policy that applies to the Independent Trustees pursuant to which a Board member must retire at the end of the calendar year in which he or she attains the age of seventy-six (76), subject to extension by unanimous vote of the remaining Independent Trustees. |
| 2 | As of the date of this SAI, the fund complex consists of Madison Funds with 12 portfolios, the Ultra Series Fund with 12 portfolios, and the Madison ETFs Trust with 4 active portfolios for a grand total of 28 separate portfolios in the fund complex. Not every Trustee is a member of the Board of Trustees of every fund in the fund complex, as noted above. References to the “Fund Complex” in this SAI have the meaning disclosed in this footnote, unless otherwise stated. |
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Interested Trustees and Officers
| Name and Age | Position(s) Held and Length of Time Served2 |
Principal Occupation(s) During Past Five Years |
Portfolios Trustee3 |
Other Directorships Held by Trustee |
|
Jill A. Friedow1 61
|
Trustee, since 2023; Indefinite term
Vice President, 2023 - Present |
Madison Investment Holdings, Inc. (“MIH”), Madison Investment Advisors, LLC (“MIA”), and Madison Asset Management, LLC (“Madison”), Chief Technology Officer, 2019-Present; Vice President & Director of Operations, 2010 - 2025; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003 MF (12), Vice President, 2023 – Present |
24 | MF (12), 2023 - Present |
|
Patrick F. Ryan 46
|
President, 2020 - Present |
MIH, Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 – Present; Co-Head of Multi-Asset Solutions and Portfolio Manager, 2016 – 2017
MF (12), President, 2020 - Present; Madison ETFs (4), President, June 2023 - Present |
N/A | N/A |
|
Greg D. Hoppe 56
|
Chief Financial Officer, 2019 - Present; Vice President 2020 - Present; Treasurer, 2009 - 2019
|
MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 - Present
MF (12), Vice President, 2020 - Present; Chief Financial Officer, 2019 - Present; Treasurer, 2009 - 2019;
Madison ETFs (4), Chief Financial Officer, Vice President, Treasurer, June 2023 – Present |
N/A | N/A |
|
Steve J. Fredricks 55
|
Chief Compliance Officer and Assistant Secretary, 2018 - Present |
MIH, MIA and Madison, Chief Legal Officer, 2020 - Present; Chief Compliance Officer, 2018 – Present MF (12), Chief Compliance Officer and Assistant Secretary, 2018 – Present;
Madison ETFs (4), Chief Compliance Officer and Assistant Secretary, June 2023 – Present
Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 - 2018 |
N/A | N/A |
|
Brandon Redwing 46
|
Assistant Secretary, and Anti-Money Laundering Officer, July 2024 – Present
|
MIH, MAI, and Madison, Mutual Fund Operations Manager, April 2024 – Present;
MF (12), Assistant Secretary and Anti-Money Laundering Officer, July 2024 – Present;
Madison ETFs (4), Assistant Secretary and Anti-Money Laundering Officer, July 2024 – Present SS&C Technologies, Client Relationship Manager 2020 – March 2024 |
N/A | N/A |
|
Kyle Schalow 30
|
Assistant Treasurer, July 2024 – Present |
MIH, MAI, and Madison, Senior Accountant, May 2022 – Present MF (12), Assistant Treasurer, July 2024 – Present;
Madison ETFs (4), Assistant Treasurer, July 2024 – Present Baker Tilly US LLP, Senior Accountant, 2018 – 2022 |
N/A | N/A |
|
Terri Wilhelm 57
|
Secretary, 2022 - Present |
MIH, MIA and Madison, Senior Compliance Analyst, September 2022 – Present;
MF (12), Secretary, 2022 – Present Madison ETFs (4), Secretary, June 2023 – Present State of Wisconsin Investment Board, Senior Paralegal, 2017 – 2022 |
N/A | N/A |
| 1 “Interested person” as defined in the 1940 Act. Considered an interested Trustee because of the position with Madison. | ||||
| 2 Board members who are “interested persons” serve for indefinite terms and are not subject to the Board’s retirement policy. In addition, officers are elected by the Board of Trustees annually. | ||||
| 3As of the date of this SAI, the fund complex consists of Madison Funds with 12 portfolios, the Ultra Series Fund with 12 portfolios, and the Madison ETFs Trust with 4 active portfolios, for a grand total of 28 separate portfolios in the fund complex. Not every Trustee is a member of the Board of Trustees of every fund in the fund complex, as noted above. References to the “Fund Complex” in this SAI have the meaning disclosed in this footnote, unless otherwise noted. | ||||
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Trustee Compensation
During the fiscal year ended December 31, 2025, the trustees were compensated as follows:
| Trustee Name | Aggregate Compensation from Trust | Total Compensation from Trust and Fund Complex1 |
| Steven P. Riege | $22,500 | $144,000 |
| Richard E. Struthers | $21,500 | $140,000 |
| Anita Zagrodnik | $20,000 | $112,000 |
| Jill A. Friedow2 | None | None |
1 As of December 31, 2025, the “Fund Complex” consisted of 28 separate portfolios. Not every Trustee is a member of the Board of Trustees of every fund in the Fund Complex, as noted above.
2 Non-compensated Interested Trustee.
The Fund Complex does not have any sort of pension or retirement plans for the benefit of Trustees. However, as an employee of Madison, Ms. Friedow participates in a profit sharing plan sponsored by Madison for the benefit of its employees. No part of such plan is secured or funded by the Fund Complex. There have been no arrangements or understandings between any Trustee or officer and any other person(s) pursuant to which (s)he was selected as a Trustee or officer.
Board Qualifications
The members of the Board of Trustees each have experience that led fund management 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 SAI. Ms. Friedow, 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 Chief Technology Officer for Madison and its affiliated companies. Regarding the Independent Trustees, all three have substantial experience operating and/or overseeing a business, whether it be the management consulting business (for Mr. Riege) or the investment management business (for Ms. Zagrodnik and 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, Messrs. Riege and Struthers have each served as a trustee of one or more mutual funds for many years. They bring substantial and material experience and expertise to their roles as Trustees of the funds.
Board Committees
The Board of Trustees has established two standing committees to help manage the funds, an Audit Committee and a Nominating and Governance Committee. Each such Committee is currently comprised of Ms. Zagrodnik and Messrs. Riege and Struthers, constituting all of the Trust’s Independent Trustees. The Chair of the Nominating and Governance Committee is Ms. Zagrodnik, and the Chair of the Audit Committee is Mr. Struthers.
Audit Committee. The Audit Committee is responsible for reviewing the results of each audit of the funds by the funds’ independent registered public accounting firm and for recommending the selection of independent auditors for the coming year. Mr. Struthers and Ms. Zagrodnik serve as the Audit Committee’s “audit committee financial experts,” as stated in the Funds’ annual report. The Audit Committee meets at least quarterly and more often as necessary. The Audit Committee met four times during the funds’ last fiscal year.
Nominating and Governance Committee. The Nominating and Governance Committee is responsible for nominating trustees and officers to fill vacancies and for evaluating their qualifications. The Nominating and Governance Committee is also responsible for periodically reviewing the effectiveness of the Board of Trustees and its committees. Like the Audit Committee, the Nominating and Governance Committee meets at least quarterly and more often as necessary. The Nominating and Governance Committee met four times during the funds’ last fiscal year. The Nominating and Governance Committee may consider candidates for the Board submitted by shareholders if a vacancy were to exist. Shareholders who wish to recommend a nominee may do so by submitting the appropriate information about the candidate to the Secretary of the Trust at the following address: 550 Science Drive, Madison, Wisconsin 53711.
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Leadership Structure of the Board
The Board of Trustees is relatively small (with four members, as noted in the tables above) and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Trust, generally acts as the Chairperson during meetings. All Board members are expected to provide their input into establishing the Board’s meeting agenda. Likewise, each Board of Trustees meeting contains a standing agenda item for any Board member to raise new or additional items he or she believes is important in connection with fund governance. The Board of Trustees has charged Mr. Riege with acting as the Lead Independent Trustee for purposes of communicating with Madison, the Trust’s Chief Compliance Officer, counsel to the Independent Trustees and Trust counsel on matters relating to the Board as a whole. The Independent Trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer and the independent registered public accountant).
As adviser to each series of the Trust, Madison is responsible for the overall risk management for the funds, including supervising their affiliated and third-party service providers and identifying and mitigating possible events that could impact the funds’ business, operations or performance. Risks to the funds include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Board of Trustees oversees risk management of the funds’ investment programs through the Audit Committee and through oversight by the Board itself. The Trust’s Chief Compliance Officer, who reports to the Independent Trustees, provides the Board of Trustees with quarterly reports regarding the Investment Adviser’s processes and controls in place to address regulatory, compliance, legal and operational risk and annually provides the Board of Trustees a comprehensive compliance report. The Board of Trustees exercises its oversight in conjunction with Madison, the 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 accountants. The Board’s committee structure requires an Independent Trustee to serve as Chair of the Nominating and Governance and the Audit Committees.
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.
Trustees’ Holdings
As of December 31, 2025, none of the trustees held any shares in the funds. However, their Fund Complex holdings as of such date were as follows:
| Name of Trustee | Aggregate Dollar Range of Equity Securities in Fund Complex1,2 |
| Steven P. Riege | $10,001-$50,000 |
| Richard E. Struthers | $50,001-$100,000 |
| Anita Zagrodnik | $50,001-$100,000 |
| Jill A. Friedow | Over $100,000 |
1Dollar ranges are as follows: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; and over $100,000.
2 As of December 31, 2025, the Trust consisted of 12 separate portfolios, and the “Fund Complex” consisted of 28 separate portfolios, as described in more detail above. Not every Trustee is a member of the Board of Trustees of every fund in the Fund Complex, as noted above.
Furthermore, as of December 31, 2025, neither the Independent Trustees, nor members of their immediate families, owned securities beneficially, or of record, in the Investment Adviser, MFD Distributor, LLC (the “Distributor”), or any of their affiliates. During the two most recently completed calendar years, neither the Independent Trustees nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000 in (i) the Investment Adviser, the Distributor or any of their affiliates; (ii) any transaction or relationship in which such entity, the Fund Complex, the Trust, any officer of the Trust, the Investment Adviser, the Distributor, or any of their affiliates was a party; or (iii) any other relationship related to payments for property or services to the Fund Complex, the Trust, any officer of the Trust, the Investment Adviser, the Distributor, or any of their affiliates.
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF THE TRUST’S SECURITIES
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 one who owns beneficially or through controlled companies more than 25% of the voting securities of a fund or acknowledges the existence of control. A controlling person possesses the ability to control the outcome of matters submitted for shareholder vote by a fund.
The shares of the Trust are offered to separate accounts and qualified pension and retirement plans (the “Plans”) of CMFG Life or its affiliates. The separate accounts of CMFG Life issue variable annuity and life insurance contracts to policy owners. As of April 1, 2026, the separate accounts and/or Plans of CMFG Life were the primary shareholders of the Trust. 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 April 1, 2026:
| Fund | Name and Address of Owner | Percentage Ownership |
| Aggressive Allocation Class I | Artesia Credit Union 401(k) Plan and Trust, P.O. Box 406, Artesia NM 88211-0406 | 5.20% |
| Madison Target Retirement 2020 Class I | National Institutes of Health Federal Credit Union, 111 Rockville Pike, Rockville, MD 20850-5170 | 9.82%% |
| Madison Target Retirement 2030 Class I | National Institutes of Health Federal Credit Union, 111 Rockville Pike, Rockville, MD 20850-5170 | 10.97% |
| Madison Target Retirement 2040 Class I | National Institutes of Health Federal Credit Union, 111 Rockville Pike, Rockville, MD 20850-5170 | 5.43% |
As of April 1, 2026, the Trustees and officers, as a group, did not own any voting securities of any fund.
PORTFOLIO MANAGEMENT
Background. The investment adviser to the Trust, Madison Asset Management, LLC, is a registered investment adviser located at 550 Science Drive, Madison, WI 53711. Madison is owned by Madison Investment Holdings, Inc. (“MIH”), 550 Science Drive, Madison, WI 53711. MIH was founded in 1974 and currently operates primarily as a holding company. In addition to Madison, the other firm under the MIH umbrella is Madison Investment Advisors, LLC (“MIA”), which is a registered investment adviser located in Madison, WI providing portfolio management services to wrap accounts and separately managed accounts. MIA includes an insurance asset management division called Madison Scottsdale, located in Scottsdale, AZ. Madison shares investment personnel with MIA.
Investment Advisory Agreement. Madison has entered into an Investment Advisory Agreement with the Trust that requires Madison to provide continuous professional investment management of the investments of the Trust, including establishing an investment program complying with the investment objectives, policies, and restrictions of each fund. As compensation for its services under the Investment Advisory Agreement, each fund pays Madison, on a monthly basis, a management fee computed at an annualized percentage rate of the average daily value of the net assets of each fund.
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During each of the three fiscal years ended December 31, the Trust paid the following investment management fees to Madison:
| Fund | Management Fee |
2025 | 2024 | 2023 |
| Conservative Allocation | 0.30% | $141,391 | $ 205,556 | $ 334,165 |
| Moderate Allocation | 0.30% | 305,894 | 335,131 | 347,805 |
| Aggressive Allocation | 0.30% | 121,689 | 122,265 | 119,083 |
| Diversified Income1 | 0.25% | 359,327 | 401,422 | 923,369 |
| Core Bond | 0.55% | 319,351 | 381,081 | 430,260 |
| Large Cap Value | 0.60% | 1,018,096 | 1,100,331 | 1,145,261 |
| Large Cap Growth | 0.80% | 1,460,793 | 1,635,289 | 1,498,226 |
| Mid Cap | 0.90% | 1,127,956 | 1,362,906 | 1,286,916 |
| Madison Target Retirement 2020 | 0.25% | 28,164 | 36,467 | 43,110 |
| Madison Target Retirement 2030 | 0.25% | 127,605 | 136,035 | 140,717 |
| Madison Target Retirement 2040 | 0.25% | 102,159 | 100,112 | 92,859 |
| Madison Target Retirement 2050 | 0.25% | 89,021 | 17,318 | 75,601 |
1 Effective July 31, 2023, the management fee was reduced from 0.70% to 0.25%.
The Investment Advisory Agreement for the Core Funds and the Allocation Funds is structed as a “unitary fee arrangement: and, as such, requires Madison to provide or arrange to provide overall management of the funds, including but not limited to, investment management services, custody, transfer agency, dividend disbursing, legal, accounting and administrative services. The unitary fee arrangement with these funds does not cover, and therefore these funds pay directly for, the following fees and expenses: (i) fees and expenses of the Independent Trustees; (ii) fees and expenses of the Trust’s independent registered public accountant; (iii) brokerage commissions and other expenses incurred in the acquisition or disposition of any securities or other investments; (iv) costs of borrowing money, overdrafts (if any) and any potential taxes owed; and (v) extraordinary expenses (including litigation and/or and consulting expenses) as approved by a majority of the Independent Trustees (these expenses are collectively referred to as “Direct Fund Expenses”).
In contrast, the Investment Advisory Agreement for the Target Date Funds is not structured as a “unitary fee arrangement.” Accordingly, under the Investment Advisory Agreement for these funds, Madison is only responsible for providing investment management services to the funds. Other services performed by Madison for these funds are covered under a separate Administrative Services Agreement (discussed below)
The Investment Advisory Agreement was last approved by the Board of Trustees in August 2025, and by the shareholders of each fund in November 2023. The Investment Advisory Agreement has an effective date of September 2, 2025 and a one-year term. The Investment Advisory Agreement may continue in effect for additional periods of one year, so long as such continuation is approved at least annually by the Board of Trustees, including a majority of the Independent Trustees.
The Board previously approved an Operating Expense Limitation Agreement (“OELA”) dated as of December 1, 2023, by and between the Trust, on behalf of each fund, and Madison, pursuant to which Madison contractually agreed to waive its management fees and/or reimburse expenses of each fund to the extent necessary to limit each class of each fund’s total operating expenses to the levels specified in the then-currently effective prospectus for the Funds (exclusive of certain fees and expenses described below). The OELA became effective for all funds on December 1, 2023 and remained in effect until November 30, 2025, after which it was terminated. The specific expense limits for each fund and share class while the OELA was in effect are set forth below.
| Fund | Share Class | Operating Expense Limitation as a Percentage of Average Daily Net Assets |
| Conservative Allocation Fund | Class I | 0.30% |
| Class II | 0.55% | |
| Moderate Allocation Fund | Class I | 0.30% |
| Class II | 0.55% | |
| Aggressive Allocation Fund | Class I | 0.30% |
| Class II | 0.55% | |
| Diversified Income Fund | Class I | 0.25% |
| Class II | 0.50% | |
| Core Bond Fund | Class I | 0.55% |
| Class II | 0.80% |
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| Fund | Share Class | Operating Expense Limitation as a Percentage of Average Daily Net Assets |
| Large Cap Value Fund | Class I | 0.60% |
| Class II | 0.85% | |
| Large Cap Growth Fund | Class I | 0.80% |
| Class II | 1.05% | |
| Mid Cap Fund | Class I | 0.90% |
| Class II | 1.15% | |
| Madison Target Retirement 2020 Fund | Class I | 0.25% |
| Madison Target Retirement 2030 Fund | Class I | 0.25% |
| Madison Target Retirement 2040 Fund | Class I | 0.25% |
| Madison Target Retirement 2050 Fund | Class I | 0.25% |
For the year ended December 31, 2025, Madison did not waive any of its management fees and/or reimburse fund expenses because all funds operated under the fee cap during the year. Expenses excluded from the fee cap in the OELA are as follows:
• Core Funds and Allocation Funds: Excluded expenses are those expenses assumed by the funds as provided in Section 4(b) of the Investment Advisory Agreement. Such expenses consist of those expenses identified as “Direct Fund Expenses,” above.
• Target Date Funds: Excluded expenses consist of the following: any front-end or contingent deferred loads, taxes, leverage borrowing interest, interest expenses, dividends paid on short sales, brokerage commissions, acquired fund fees and expenses, extraordinary expenses such as litigation, and other “Excluded Expenses” (as defined in the Administrative Services Agreement, described below).
Services/Administrative Services Agreement. With respect to the Target Date Funds only, in addition to the management fee, Madison is entitled to receive an administrative services fee pursuant to the terms of a separate Administrative Services Agreement. Under this agreement, Madison has agreed to provide or arrange to have a third party provide these funds with such services as they may require in the conduct of their business, to the extent that Madison, acting as the funds’ investment adviser, has not undertaken to provide such services. Services to these funds under the Administrative Services Agreement include transfer agent services; fund administrator services; fund accountant services; services of the Trust’s independent public accountants; services of legal counsel to the Trust and the Independent Trustees; and such other services necessary to conduct the funds’ business. In exchange for these services, each such fund pays Madison a fee, which is computed daily and paid monthly, at an annualized rate of 0.05% the average daily value of the net assets of each such fund. Not included in this fee and, therefore, the responsibility of the Target Date Funds, are the following fees and expenses: (i) any fees and expenses relating to portfolio holdings (e.g., brokerage commissions, interest on loans, etc.); (ii) extraordinary and nonrecurring fees and expenses (e.g., costs relating to overdrafts of any line of credit maintained with its custodian or another entity for investment purposes); (iii) the costs associated with investment by the funds in other investment companies (i.e., acquired fund fees); (iv) any fees paid pursuant to any Rule 12b-1 plan adopted by the Trust; (v) compensation of, and out of pocket/incidental expenses incurred by, the Independent Trustees; (vi) Independent Trustee legal counsel fees; (vii) costs related to technology solutions utilized by the Independent Trustees to assist them with the performance of their functions as Board members; and (viii) Independent Trustee education and training costs and expenses. (these expenses are collectively referred to as “Excluded Expenses”).
Due to the “unitary fee arrangement” in place with respect to the Core Funds and the Allocation Funds, and the Administrative Services Agreement arrangement in place with respect to the Target Date Funds, the Core Funds and the Allocation Funds are directly responsible for certain fees and expenses that differ somewhat from the fees and expenses for which the Target Date Funds are directly responsible.
In providing or arranging for the provision of the various services covered by the Investment Advisory Agreement and the Administrative Services Agreement, as applicable, Madison negotiates for the best services at the best price available from the Trust’s unaffiliated service providers. To the extent Madison is able to negotiate discounts from service providers, these discounts are not necessarily passed onto the Trust.
During each of the three fiscal years ended December 31, the Trust paid the following service fees to Madison under the Administrative Services Agreement for the Target Date Funds:
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| Fund | Administrative Services Fee |
2025 | 2024 | 2023 |
| Madison Target Retirement 2020 | 0.05% | $5,633 | $7,293 | $8,622 |
| Madison Target Retirement 2030 | 0.05% | 25,521 | 27,207 | 28,143 |
| Madison Target Retirement 2040 | 0.05% | 20,432 | 20,022 | 18,572 |
| Madison Target Retirement 2050 | 0.05% | 17,804 | 17,318 | 15,120 |
Subadvisers. Madison may manage the assets of all of the funds using a “manager of managers” approach under which Madison may manage some or all of the funds’ assets and may allocate some or all of the funds’ assets among one or more specialist subadvisers. Madison selects subadvisers based on a continuing quantitative and qualitative evaluation of their abilities in managing assets pursuant to a particular investment style. While superior performance is the ultimate goal, short-term performance by itself will not be a significant factor in selecting or terminating subadvisers, and Madison does not expect frequent changes in subadvisers. Madison compensates subadvisers out of its own assets.
Madison monitors the performance of each subadviser to the extent it deems appropriate to achieve a fund’s investment objective, reallocates fund assets among its own portfolio management team and individual subadvisers or recommends to the Board of Trustees that a fund employ or terminate particular subadvisers. The Trust and Madison received an exemptive order from the SEC that permits the Board to appoint or change unaffiliated subadvisers without shareholder approval. If there is a new appointment or change in unaffiliated subadviser, you will receive an “information statement” within 90 days after the date of the change. The statement will provide you with relevant information about the reason for the change and information about any new subadviser.
With regard to the funds discussed in this SAI, Madison does not currently use a subadviser.
PORTFOLIO MANAGERS
Compensation. Madison believes portfolio managers should receive compensation for the performance of the funds they manage, their individual effort, and the overall profitability of the firm. As members of the investment teams, portfolio managers receive a base salary, are included in the investment team’s incentive compensation plan (ICP), and have the potential for equity ownership in the firm. The amount of firm equity any portfolio manager may acquire is at the discretion of the Board of Directors of MIH which considers a variety of factors including, for example, seniority, responsibility, and longevity.
With regard to ICP, portfolio managers receive up to 25% of the annual revenue of their respective investment strategy. Eighty percent (80%) of the ICP pool is paid to the investment team that manages each respective investment strategy and 20% is subjective, based largely on performance against benchmark, with consideration given to team dynamics within each respective investment strategy.
The intention of the 25% revenue model is to focus our portfolio managers on delivering consistent performance which in turn drives long-term assets under management and revenue growth for the firm. Madison believes that taking a long-term approach better aligns the interests of shareholders of the funds, our clients, the investment teams, and our firm.
There is no difference in the way the firm compensates portfolio managers for managing a mutual fund or a private client account (or any other type of account). Instead, compensation is based on the entire employment relationship, not on the performance of any single account or type of account.
Other Accounts Managed (as of December 31, 2025):
Patrick Ryan - Allocation Funds and Target Date Funds
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 12 | $751,644,635 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 1,180 | $776,353,434 | 0 | $0 |
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Stuart Dybdahl - Allocation Funds and Target Date Funds
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 12 | $751,644,635 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 1,180 | $776,353,434 | 0 | $0 |
Allen Olson - Core Bond Fund
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 4 | $403,473,321 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 10,955 | $11,716,838,908 | 0 | $0 |
Mike Sanders - Core Bond Fund
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 5 | $464,576,830 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 10,955 | $11,716,838,908 | 0 | $0 |
John Brown - Large Cap Value Fund
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 3 | $329,195,341 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 3,147 | $11,711,737,730 | 0 | $0 |
Drew Justman - Large Cap Value Fund
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 5 | $549,741,127 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 3,147 | $11,711,737,730 | 0 | $0 |
Joe Maginot - Large Cap Growth Fund
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 2 | $507,188,214 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 3,147 | $11,711,737,730 | 0 | $0 |
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Richard Eisinger - Large Cap Growth and Mid Cap Funds
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 5 | $2,813,632,035 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 3,147 | $11,711,737,730 | 0 | $0 |
Haruki Toyama - Large Cap Growth and Mid Cap Funds
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 5 | $2,813,632,035 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 3,147 | $11,711,737,730 | 0 | $0 |
Andy Romanowich - Mid Cap Fund
| Types of Accounts | Number of Other Accounts Managed |
Total Assets in Accounts |
Accounts with Performance-Based Advisory Fees |
Total Assets in Accounts with Performance-Based Advisory Fees |
| Registered Investment Companies | 2 | $2,154,256,261 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 3,147 | $11,711,737,730 | 0 | $0 |
Material Conflicts of Interest: Potential conflicts of interest may arise because Madison engages in portfolio management activities for clients other than the funds. For example, portfolio managers at Madison and its affiliates typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of wealthy individuals as well as institutions such as pension funds, colleges and universities, insurance companies and foundations), subadvised accounts that we manage for other investment advisers and model accounts for which we only provide recommendations to our clients and do not have discretion to actually trade the accounts.
Our portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. Likewise, we may purchase securities for one portfolio and sell the same security from another. To address the potential conflicts that occur as a result, Madison adopted a variety of portfolio security aggregation, brokerage and trade allocation policies which are designed to provide reasonable assurance that buy and sell opportunities are allocated fairly among clients. Likewise, Madison follows the funds’ cross-trade (Rule 17a-7) policies and procedures when transacting from one account to another. In this manner, we seek to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the “Portfolio Manager Compensation” section, our portfolio managers’ compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager.
In connection with the management of the Allocation Funds and Target Date Funds, Trustees and officers of these funds and the underlying affiliated mutual funds in which they invest (the “Underlying Madison Funds”) and certain directors and officers of Madison and its affiliates also serve in similar positions with most of the Underlying Madison Funds. Therefore, if the interests of the Allocation Funds and Target Date Funds and the Underlying Madison Funds were ever to diverge, it is possible that a conflict of interest could arise and affect how fund Trustees and officers fulfill their fiduciary duties to these funds. Trustees of the Allocation Funds and Target Date Funds believe they have structured these funds to avoid these concerns. However, a situation could conceivably occur where proper action for the Allocation Funds and Target Date Funds could be adverse to the interests of an Underlying Madison Fund, or the reverse could occur. If such a possibility arises, Trustees and officers of the affected funds and the directors and officers of Madison will carefully analyze the situation and take all steps they believe are reasonable to minimize and, where possible, eliminate the potential conflict.
Fund Ownership: As of December 31, 2025, no portfolio manager beneficially owned any fund shares.
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TRANSFER AGENT
SS&C Global Investor & Distribution Solutions, Inc. (“SS&C GIDS”), 2000 Crown Colony Drive, Quincy, Massachusetts 02169, is the funds’ transfer agent. As the transfer agent, SS&C GIDS maintains the funds’ shareholder records and reports.
CUSTODIAN
State Street Bank and Trust Company (“State Street”), One Congress Street, Suite 1, Boston, MA 02114-2016, is the custodian for the securities and cash of the funds.
In its capacity as custodian, State Street holds all securities and cash owned by the funds and receives all payments of income, payments of principal or capital distributions with respect to securities owned by the funds. Also, the custodian receives payment for the shares issued by the funds. The custodian releases and delivers securities and cash upon proper instructions from the funds. Pursuant to, and in furtherance of, a custody agreement with State Street, the funds use automated instructions and a cash data entry system to transfer monies to and from the funds’ account at the custodian. State Street Bank also serves as sub-administrator to the funds.
LENDING PORTFOLIO SECURITIES
All funds, except the Target Date Funds, may engage in securities lending activities. For these funds, State Street serves as securities lending agent, and in that role administers each fund’s securities lending program pursuant to the terms of a securities lending agency agreement entered into between the Trust and State Street (the “Securities Lending Agreement”).
As securities lending agent, State Street is responsible for the implementation and administration of each fund’s securities lending program. State Street’s responsibilities include: (1) lending available securities to approved borrowers; (2) determining whether a loan shall be made and negotiating the terms and conditions of the loan with the borrower, provided that such terms and conditions are consistent with the terms and conditions of the Securities Lending Agreement; (3) receiving and holding, on the fund’s behalf, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities; (4) marking loaned securities and collateral to their market value each business day; (5) obtaining additional collateral, as needed, to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement; (6) returning the collateral to the borrower, at the termination of the loan, upon the return of the loaned securities; (7) investing cash collateral in permitted investments; and (8) establishing and maintaining records related to the funds securities lending activities.
State Street is compensated for the above-described services from its securities lending revenue split, as provided in the Securities Lending Agreement. The table below shows the income each fund earned and the fees and compensation it paid to State Street as securities lending agent in connection with its securities lending activities during the fiscal year ended December 31, 2025.
| FUND | Gross Income from Securities Lending Activities |
Fees Paid to Securities Lending Agent from a Revenue Split |
Fees Paid for Cash Collateral Management Services |
Rebate (paid to borrower) | Aggregate Fees/Compensation Paid by the Fund for Securities Lending Activity |
Net Income to the Fund from Securities Lending Activities1 |
| Conservative Allocation | $114,191 | $4,696 | $879 | $97,660 | $103,235 | $10,956 |
| Moderate Allocation | 274,643 | 12,517 | 2,114 | 230,806 | 245,437 | 10,956 |
| Aggressive Allocation | 122,749 | 5,776 | 951 | 102,544 | 109,271 | 13,478 |
| Diversified Income | 187,421 | 13,874 | 1,383 | 139,784 | 155,041 | 32,380 |
| Core Bond | 16,284 | 418 | 124 | 14,765 | 15,308 | 976 |
| Large Cap Value | — | — | — | — | — | — |
| Large Cap Growth | 21,202 | 2,617 | 102 | 12,375 | 15,094 | 6,108 |
| Mid Cap | 7,491 | 735 | 46 | 4,996 | 5,777 | 1,714 |
1 Net income from securities lending activities noted above may not match the funds’ current financial statements, which reflects when income was distributed to the funds.
The funds do not pay separate indemnification fees, administration fees, or other fees not reflected above.
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DISTRIBUTION
Principal Distributor and Distribution of Fund Shares
As described in the prospectuses, the Trust does not offer its shares directly to the public. Shares of the Trust are currently issued and redeemed through MFD Distributor, LLC (the “Distributor”). The Distributor, located at 550 Science Drive, Madison, WI 53711, acts as the Trust’s principal distributor pursuant to a Distribution Agreement between the Trust, on behalf of each fund, and the Distributor. The Distribution Agreement was last approved by the Board of Trustees in August 2025. The Distributor is a wholly owned subsidiary of MIH.
Shares of the funds are offered continuously by the Distributor on behalf of the funds and are purchased and redeemed at NAV. The Distribution Agreement provides that the Distributor will use its best efforts to render services to the funds, but in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations, it will not be liable to the funds or any shareholder for any error of judgment or mistake of law or any act or omission or for any losses sustained by the funds or the funds’ shareholders.
The Distributor has not received any underwriting commissions from the Trust for the last three fiscal years.
The table below shows the commissions and other compensation received by each principal underwriter who is an affiliated person of the Trust or an affiliated person of that affiliated person, directly or indirectly, from the Trust during the fiscal year ended December 31, 2025:
| Name of Principal Underwriter | Net Underwriting Discounts and Commissions |
Compensation on Redemptions and Repurchases |
Brokerage Commissions |
Other Compensation1 |
| MFD Distributor, LLC | None | None | None | $146,886 |
1 Reflects amount paid under the distribution and service plan discussed below.
Distribution and Service Plan
The Board of Trustees has adopted a distribution and service plan with respect to the Trust’s Class II shares (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Trust will pay the Distributor distribution and/or service fees for Class II shares at an aggregate annual rate of 0.25% of each fund’s daily net assets attributable to the Class II shares. In return for compensation under the Plan, the Distributor carries out activities primarily intended to result in the sale of Class II shares or the servicing of Class II shareholders. The Distributor may also pass through all or a portion of the distribution and service fee to broker-dealers or others who distribute Class II shares and/or service Class II shareholders. The Distributor and/or Madison may also make payments from their own resources to brokers, financial advisors, or others for selling Class II shares or servicing Class II shareholders.
The distribution and service fees will be used to compensate the Distributor for any activity that is (a) primarily intended to provide ongoing servicing and maintenance of the accounts of shareholders of the Class II shares, including, but not limited to, compensation of dealers and others for providing personal and account maintenance services to Class II shareholders and salaries and other expenses relating to the Class II account servicing efforts (“shareholder servicing”) and/or (b) primarily intended to result in the sale of Class II shares, including, but not limited to, compensation of dealers and others for various activities primarily intended to result in the sale of Class II shares, and salaries and other expenses relating to selling or servicing efforts. Without limiting the generality of the foregoing, the initial categories of distribution expenses shall include: (a) salaries and expenses of sales force, home office management and marketing personnel; (b) expenses incurred by the principal underwriter for office space, office equipment and supplies; (c) expenses incurred by the principal underwriter for the preparation, printing and distribution of sales literature used in connection with the offering of the Class II shares; (d) expenses incurred by the principal underwriter for advertising, promoting and selling the Class II shares; (e) the cost of printing or distributing the Trust’s prospectuses or statement of additional information (or supplements thereto) used in connection with the offering of the Class II shares; (f) the cost of printing and distributing additional copies, for use as sales literature for the Class II shares, of annual reports and other communications prepared by the Trust for distribution to existing shareholders; (g) the cost of holding seminars and sales meetings designed to promote the sale of the Class II shares; (h) the cost of training sales personnel regarding sale of the Class II shares; and (i) the cost of any other activity that the Board determines is primarily intended to result in the sale of Class II shares. Under no circumstances may more than 0.25% of a fund’s average daily net assets be allocated to shareholder servicing. During fiscal 2023, the Distributor terminated its administrative services agreement with CMFG Life, which had previously required CMFG Life to provide certain shareholder servicing services to variable annuity and variable life contract holders invested in Class II shares in exchange for 100% of the Rule 12b-1 fee associated with the Class II shares. Following such termination, the Distributor began providing these services and retained the Rule 12b-1 fee to cover its costs associated therewith.
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Because Madison is required to reimburse the Distributor for any expenses incurred by the Distributor that exceed the revenue it receives, in the event that the Distributor is not fully reimbursed by the Trust for expenses it incurs under the Plan in any fiscal year, Madison will reimburse the Distributor for such excess expenses.
The Plan is a “compensation plan” which means that payments under the Plan are based upon a percentage of daily net assets attributable to the Class II shares of each fund, regardless of the amounts actually paid or expenses actually incurred by the Distributor; however, in no event may such payments exceed the maximum allowable fee. It is, therefore, possible that the Distributor may realize a profit in a particular year as a result of these payments. In the event that fees payable to the Distributor under the Plan are less than the amount of expenses the Distributor incurs under the Plan in any fiscal year, the Distributor may carry these expenses forward, provided, however, that the Board may terminate the Plan and thus the Trust’s obligation to make further payments at any time. Accordingly, the Trust does not treat such expenses relating to the Class II shares as a liability.
A fund may engage in joint distribution activities with other funds included within the Trust and to the extent the expenses are not allocated to a specific fund, expenses will be allocated based on the fund’s net assets.
The Plan must be approved annually by a majority of the Board, including a majority of the Independent Trustees, who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan, by votes cast in person at meetings called for the purpose of voting on such Plan.
Pursuant to the Plan, at least quarterly, the Distributor provides the Trust with a written report of the amounts expended under the Plan and the purpose for which these expenditures were made. The Board of Trustees reviews these reports on a quarterly basis to determine their continued appropriateness. With the exception of the Investment Adviser and the Distributor, no “interested person” of the Fund Complex, as defined in the 1940 Act, and no Independent Trustee of the Fund Complex has a direct or indirect financial interest in the Plan or any related agreement.
The Plan provides that it will continue in effect only so long as its continuance is approved at least annually by a majority of both the Board and the Independent Trustees. The Plan provides that it may be terminated without penalty: (a) by vote of a majority of the Independent Trustees; (b) by a vote of a majority of the votes attributable to a fund’s outstanding Class II shares upon 60 days’ written notice to the Distributor; and (c) automatically in the event of assignment. The Plan further provides that it may not be amended to increase the maximum amount of the fees for the services described therein without the approval of a majority of the votes attributable to the outstanding Class II shares of the applicable fund which has voting rights with respect to the Plan. And finally, the Plan provides that no material amendment to the Plan will, in any event, be effective unless it is approved by a majority vote of both the Board and the Independent Trustees.
In adopting the Plan, the Board concluded that, in its judgment, there is a reasonable likelihood that the Plan will benefit the holders of the Class II shares of the Trust by increasing overall assets of those funds with Class II shares. The Board of Trustees determined that shareholders will benefit from an increase in fund assets in several ways, including: (i) providing the Investment Adviser greater presence in the marketplace; (ii) reducing the potential adverse impact of redemptions on the Investment Adviser to carry out each fund’s investment strategy; (iii) increasing each fund’s economies of scale by spreading fixed costs over a larger shareholder base; (iv) simplifying compliance with the diversification rules of the 1940 Act and the Code; and (v) improving the image of the funds, making them more marketable.
The table below shows the dollar amounts spent by the Trust under the Plan for the fiscal year ended December 31, 2025 for each of the following items:
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| Class II Plan | |
| Advertising | 0 |
| Printing and mailing of prospectuses to other than current shareholders | 0 |
| Compensation to Distributor/underwriters | $146,886 |
| Compensation to selling dealers/insurance companies | 0 |
| Compensation to sales personnel | 0 |
| Interest, carrying, or other financing charges | 0 |
| Total | $146,886 |
BROKERAGE
Madison is responsible for: (1) decisions to buy and sell securities for each of the funds, (2) the selection of brokers and dealers to effect such transactions and (3) the negotiation of brokerage commissions, if any, charged on such transactions.
In general, Madison seeks to obtain prompt and reliable execution of orders at the most favorable prices or yields when purchasing and selling fund securities. In determining the best execution, Madison may take into account a dealer’s operational and financial capabilities, the type of transaction involved, the dealer’s general relationship with Madison and any statistical, research or other services the dealer provides it, including payment for Madison’s use of research services. This may include brokerage and research provided by third parties that is paid for by so-called “soft dollars” earned as a result of fund brokerage transactions (to the extent permitted by law or regulation). Research and statistical information regarding securities may be used by Madison for the benefit of all clients of Madison and its affiliates. Therefore, the funds may not be Madison’s only client that benefits from its receipt of research and brokerage from the brokers and dealers the funds use for their trading needs. However, as a policy matter, Madison will not pay higher commissions to any particular broker that provides it soft dollar brokerage or research benefits than Madison would pay to any other full-service institutional broker that did not provide such benefits (although “full service” commission rates are generally higher than “execution only” commission rates). Madison considers brokerage and research benefits earned through soft dollars in determining whether it is obtaining best execution of securities transactions for the funds. In the event that any non-price factors are taken into account and the execution price paid is increased, it would only be in reasonable relation to the benefit of such non-price factors to the Trust as Madison determines in good faith.
What is the “research” that is paid for with soft dollars? Research refers to services and/or products provided by a broker, the primary use of which must directly assist Madison in its “investment decision-making process” and not in the management of Madison. The term “Investment Decision-Making Process” refers to the quantitative and qualitative processes and related tools Madison uses in rendering investment advice to the funds and its other clients, including financial analysis, trading and risk analysis, securities selection, broker selection, asset allocation, and suitability analysis.
Research may be proprietary or third party. Proprietary research is provided directly from a broker (for example, research provided by broker analysts and employees about a specific security or industry or region, etc.). Third party research is provided by the payment by a broker, in full or in part, for research services provided by third parties. Both types of research may involve electronically provided research and electronic portfolio management services and computer software supporting such research and services.
Typical third party research providers may include, but are not limited to, Bloomberg, Factset, Research Direct, Baseline, Bondedge, Tegus, Bank Credit Analysis, S&P CreditWeek, etc. For example, research may include a tool that helps Madison decide what might happen to the price of a particular bond following a specific change in interest rates. This analytical tool may be considered research because it affects Madison’s decision making process regarding that bond.
Madison may receive from brokers products or services which are used by Madison both for research and for administrative, marketing or other non-research purposes. In such instances, Madison makes a good faith effort to determine the relative proportion of its use of such product/service that is for research. Only that portion of the research aspect of the cost of obtaining such product/service may be paid for using soft dollars. Madison pays the remaining portion of the cost of obtaining the product or service in cash from its own resources.
Although Madison believes that all its clients and those of its affiliates, including the funds, benefit from the research received by it from brokers, Madison may not necessarily use such research or brokerage services in connection with the accounts that paid commissions to or otherwise traded with the brokers providing such research or services in any given period.
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Brokers or dealers who execute portfolio transactions for the funds may also sell fund shares; however, any such sales will not be either a qualifying or disqualifying factor in selecting brokers or dealers. Such activity is not considered when making portfolio brokerage decisions.
In addition to transactions on which Madison pays commissions, Madison may also engage in portfolio transactions directly with a dealer acting as a principal. As a result, the transaction will not involve payment of commissions. However, any purchases from an underwriter or selling group could involve payments of fees and concessions to the underwriting or selling group.
With respect to the Allocation and Target Date Funds, shares of underlying funds, except for ETFs, will be purchased in principal transactions directly from the issuer of the underlying fund and brokers will not be used. The Allocation and Target Date Funds will not incur any commissions or sales charges when they purchase shares of the underlying funds, except for ETFs, as they are traded on securities exchanges.
Madison’s policy and procedures with respect to brokerage is reviewed by the Board of Trustees from time to time. Because of the possibility of further regulatory developments affecting the securities exchanges and brokerage practices generally, the foregoing policies and practices may be changed, modified or eliminated without prior notice to shareholders.
For each of the three fiscal years ended December 31, the Trust paid aggregate brokerage commissions as follows:
| Fund | 2025 | 2024 | 2023 |
| Conservative Allocation | $ 16,427 | $ 46,792 | $ 60,045 |
| Moderate Allocation | 43,421 | 53,305 | 71,599 |
| Aggressive Allocation | 14,724 | 22,328 | 27,395 |
| Diversified Income1 | 39,296 | 30,511 | 119,399 |
| Core Bond | — | — | — |
| Large Cap Value | 30,002 | 41,999 | 58,701 |
| Large Cap Growth | 32,258 | 14,499 | 21,709 |
| Mid Cap | 32,326 | 21,345 | 25,753 |
| Madison Target Retirement 20202 | 5,095 | 8,948 | 45,763 |
| Madison Target Retirement 20302 | 21,103 | 35,467 | 143,120 |
| Madison Target Retirement 20402 | 20,197 | 22,842 | 91,994 |
| Madison Target Retirement 20502 | 17,955 | 16,104 | 81,900 |
1 Commissions were
higher in 2023 than in 2024 or 2025 due to the fund’s transition away from individual securities to a
fund-of-funds structure.
2 Commissions were unusually lower in 2025 and 2024 than in 2023 due to implementation of a less frequent portfolio rebalancing strategy.
During the fiscal year ended December 31, 2025, the Trust paid $227,645 in brokerage commissions to firms for providing research services involving approximately $736,044,323 of transactions. The provision of research services was not necessarily a factor in the placement of all of this business with such firms; however, as a general matter, trades may be placed on behalf of the funds with firms that provide research, subject to seeking to achieve best execution and compliance with applicable laws and regulations.
The following table indicates for each fund, as applicable, the value of such fund’s aggregate holdings of the securities of its regular brokers or dealers or their parents that derive more than 15% of gross revenues from securities-related activities for the fiscal year ended December 31, 2025:
| Fund | Name of Regular Broker or Dealer or Parent (Issuer) |
Type of Security Owned |
Value Owned as of December 31, 2025 |
| Conservative Allocation | State Street Corp. | Debt | $3,540,292 |
| Conservative Allocation | State Street Corp. | Equity | $1,166,514 |
| Moderate Allocation | State Street Corp. | Debt | $9,503,616 |
| Moderate Allocation | State Street Corp. | Equity | $4,520,851 |
| Aggressive Allocation | State Street Corp. | Debt | $5,115,456 |
| Aggressive Allocation | State Street Corp. | Equity | $2,644,877 |
| Diversified Income | State Street Corp. | Debt | $17,504,814 |
| Core Bond | BOFA Securities, Inc. | Debt | $141,449 |
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| Fund | Name
of Regular Broker or Dealer or Parent (Issuer) |
Type of Security Owned | Value Owned as of December 31, 2025 |
| Core Bond | Citigroup Inc. | Debt | $666,903 |
| Core Bond | Goldman Sachs Group Inc. | Debt | $458,265 |
| Core Bond | Chase Securities, Inc. | Debt | $1,196,366 |
| Core Bond | Morgan Stanley & Co., Inc. | Debt | $480,169 |
| Core Bond | State Street Corp. | Debt | $958,107 |
| Core Bond | Wells Fargo Securities, LLC | Debt | $231,512 |
| Large Cap Value | Chase Securities Inc. | Equity | $4,688,301 |
| Large Cap Value | State Street Corp. | Debt | $1,755,386 |
| Large Cap Value | BOFA Securities, Inc | Equity | $4,939,000 |
| Large Cap Value | Morgan Stanley Chase & Co. | Equity | $6,163,664 |
| Large Cap Growth | State Street Corp. | Debt | $1,755,386 |
| Large Cap Growth | Morgan Stanley & Co., Inc. | Equity | $3,450,985 |
| Mid Cap | State Street Corp. | Debt | $6,483,353 |
| Madison Target Retirement 2020 Fund | State Street Corp. | Debt | $1,390,970 |
| Madison Target Retirement 2020 Fund | State Street Corp. | Equity | $242,476 |
| Madison Target Retirement 2020 Fund | Chase Securities, Inc. | Equity | $392,745 |
| Madison Target Retirement 2030 Fund | State Street Corp. | Debt | $5,868,194 |
| Madison Target Retirement 2030 Fund | State Street Corp. | Equity | $2,030,464 |
| Madison Target Retirement 2030 Fund | Chase Securities, Inc. | Equity | $2,553,333 |
| Madison Target Retirement 2040 Fund | State Street Corp. | Debt | $2,570,045 |
| Madison Target Retirement 2040 Fund | State Street Corp. | Equity | $2,673,585 |
| Madison Target Retirement 2040 Fund | Chase Securities, Inc. | Equity | $3,112,472 |
| Madison Target Retirement 2050 Fund | State Street Corp. | Debt | $2,135,072 |
| Madison Target Retirement 2050 Fund | State Street Corp. | Equity | $2,630,919 |
| Madison Target Retirement 2050 Fund | Chase Securities, Inc. | Equity | $2,906,189 |
PROXY VOTING POLICIES, PROCEDURES AND RECORDS
The Trust, on behalf of each of the funds, has adopted the proxy voting policies and procedures of Madison, the summary of which may be found in Appendix A hereto. The policies and procedures are used to determine how to vote proxies relating to the funds’ portfolio securities. Included in the policies and procedures are procedures that are used on behalf of the funds when a vote presents a conflict of interest between the interests of: (1) the funds’ shareholders and (2) Madison and the Distributor.
Form N-PX, which contains the proxy voting records for each of the funds for the most recent twelve-month period ended June 30, is available to shareholders upon request at no cost by calling 1-800-767-0300; it is also available on the SEC’s website at www.sec.gov and on the funds’ website at www.ultraseriesfund.com.
SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS
The funds’ portfolio holdings must be adequately protected to prevent the misuse of that information by a third party to the potential detriment of the shareholders. Accordingly, the funds have adopted, and the Board of Trustees has approved, policies and procedures designed to ensure that the disclosure of the funds’ portfolio holdings is in the best interest of the funds’ shareholders in the manner described in the summary of the policies and procedures noted below. Various non-fund advisory clients of Madison may hold portfolio securities substantially similar to those held by the funds. Although Madison has also adopted policies and procedures regarding the selective disclosure of the contents of those other clients’ portfolios and representative account portfolios, those policies and procedures may contain different procedures and limitations than the policies and procedures that apply to the disclosure of the funds’ portfolio holdings.
Disclosure of each fund’s complete holdings is required to be made quarterly within 60 days of the end of each fiscal quarter on the funds’ website, www.ultraseriesfund.com, and on Form N-PORT, as applicable. These regulatory filings are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov. Form N-CSR, which contains the annual and semi-annual financial statements of each fund, is also available on the funds’ website, www.ultraseriesfund.com. The Trust may distribute, on a monthly basis, portfolio holdings to mutual fund evaluation services such as Morningstar or Lipper Analytical Services; consultants to retirement plans such as Mercer; due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds before their public disclosure; and broker-dealers that may be used by the Trust, for the purpose of efficient trading and receipt of relevant research.
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The funds’ portfolio holdings information may be disseminated more frequently, or as of different periods, than as described above only when legitimate business purposes of the funds are served and the potential and actual conflicts of interest between the interests of fund shareholders and those of the funds’ affiliates are reviewed and considered. Selective disclosures could be considered to serve the legitimate business purposes of the funds if (1) done to further the interests of the funds and (2) the disclosure is not expected to result in harm to the funds (such harm could occur by permitting third parties to trade ahead of, or front run, the funds or to effect trades in shares of the funds with information about portfolio holdings that other potential investors do not have). For example, the funds may provide portfolio holdings information to certain vendors that provide services that are important to the operations of the funds, or that assist Madison in providing services to the funds or in conducting its investment management business activities in general. Potential and actual conflicts of interest between the funds and their affiliates must also be reviewed and considered. There may be situations where the disclosure facilitates portfolio management activities or the potential growth of the funds, which could legitimately serve the common interests of both the funds and Madison. However, selective disclosures will not be made for the benefit of Madison or its affiliates unless the disclosure would be in the interests of the funds or, at a minimum, result in no harm to the funds. The funds may also disclose any and all portfolio information to their service providers and others who generally need access to such information in the performance of their contractual duties and responsibilities and are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract. These service providers include the funds’ custodians, auditors, investment advisers, administrator, printers, proxy voting services and each of their respective affiliates and advisers. In connection with providing investment advisory services to its clients, Madison may utilize nonproprietary portfolio analytic tools offered by third party service providers to analyze portfolio composition. Madison also provides portfolio information to Morningstar and Lipper (after at least a 30 day lag unless publicly disclosed sooner as described above) for mutual fund analysis.
Neither the Trust, nor Madison or its affiliates, may receive any compensation in connection with an arrangement to make available information about the funds’ portfolio holdings. Notwithstanding the above, if, in the discretion of the Trust’s Chief Compliance Officer and the applicable portfolio manager(s) for any series of the Trust, more frequent and earlier public dissemination of portfolio holdings (to the Trust’s website) would not harm the Trust and would serve to further the interest of its shareholders (by, for example, encouraging additional investments in the applicable series of the Trust), then such holdings may be made public. Any exceptions to the above disclosure rules must be pre-approved by the Trust’s Chief Compliance Officer. There can be no assurance that the funds’ policies and procedures on disclosure of portfolio holdings will protect the funds from misuse of such information by individuals or entities that come into possession of the information. The Trust’s Chief Compliance Officer monitors compliance with the aforementioned policies and procedures and reports any violations to the Board. The Board will review any disclosure of fund portfolio holdings outside of the permitted disclosure described above on a quarterly basis to ensure the disclosure of information about portfolio holdings is in the best interest of fund shareholders and to address any conflicts between the interests of the fund shareholders and those of Madison, or any other fund affiliate.
CODE OF ETHICS
The Trust, Madison and the Distributor have adopted a joint code of ethics under Rule 17j-1 of the 1940 Act that covers the conduct (including the personal securities transactions) of each of their respective officers, trustees and employees.
In general, the code of ethics restricts purchases or sales of securities being purchased or sold, or being considered for purchase or sale, on behalf of the Trust by any person subject to the code, except under a de minimis exception. In addition, the code restricts such persons in their purchases of securities in an initial public offering and in private offerings of securities. The code of ethics also establishes certain “blackout periods” during which persons subject to the code, or certain classes of persons, may not effect personal securities transactions. Certain specified transactions are exempt from the provisions of the code of ethics.
The code of ethics generally prohibits employees from engaging in personal securities transactions in any security that a Madison client might trade, except certain de minimis transactions may be exempt. Employees must request preclearance to trade any securities that are not otherwise specifically exempted from this preclearance requirement. Securities exempt from preclearance are mutual funds, including affiliated mutual funds (but not affiliated ETFs), U.S. Treasury securities, and certain other securities identified in the code of ethics. Madison (or its affiliates) may manage accounts of its employees in the same manner as other clients pursuant to a particular model or strategy. When managing employee accounts, in order to address potential conflicts of interest, Madison must trade the employee account at the conclusion of trading of all other clients managed pursuant to the same strategy (including any fund portfolio managed pursuant to a particular strategy) and employee accounts must be managed in the same manner as the applicable strategy model without exceptions. Likewise, employees may establish accounts with independent asset managers and are not required to obtain preclearance for transactions in their accounts as long as Madison’s employees are prohibited from exercising any discretion over the account.
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SHARES OF THE TRUST
Shares of Beneficial Interest
The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest of the Trust without par value. Under the Declaration of Trust, the Board of Trustees has the authority to create and classify shares of beneficial interest in separate series, without further action by shareholders. As of the date of this SAI, the Board of Trustees has authorized shares of each of the series or funds described in the prospectuses. Additional series may be added in the future. The Declaration of Trust also authorizes the Board of Trustees to classify and reclassify the shares of the Trust, or new series of the Trust, into one or more classes. As of the date of this SAI, the Board of Trustees has authorized the issuance of two classes of shares of the funds, designated as Class I and Class II. Additional classes of shares may be offered in the future.
The shares of each class of each fund represent an equal proportionate interest in the aggregate net assets attributable to that class of that fund. Holders of Class I and Class II shares have certain exclusive voting rights on matters relating to their respective class of shares. The different classes of a fund may bear different expenses relating to the cost of holding shareholder meetings necessitated by the exclusive voting rights of any class of shares.
Dividends paid by each fund, if any, with respect to each class of shares will be calculated in the same manner, at the same time and on the same day and will be in the same amount, except for differences resulting from the fact that: (i) the distribution and service fees relating to Class II shares will be borne exclusively by that class; and (ii) each class will bear any other class expenses properly allocable to such class of shares, subject to the requirements imposed by the IRS on funds having a multiple-class structure. Similarly, the NAV per share may vary depending on the share class purchased.
In the event of liquidation, shareholders of each class of each fund are entitled to share pro rata in the net assets of the class of the fund available for distribution to these shareholders. Shares entitle their holders to one vote per dollar value of shares and have no preemptive, subscription or conversion rights. When issued, shares are fully paid and non-assessable.
Share certificates will not be issued.
Voting Rights
Pursuant to current interpretations of the 1940 Act, CMFG Life will solicit voting instructions from owners of variable annuity or variable life insurance contracts issued by it with respect to any matters that are presented to a vote of shareholders. Insurance companies not affiliated with CMFG Life will generally follow similar procedures. On any matter submitted to a vote of shareholders, all shares of the Trust then issued and outstanding and entitled to vote shall be voted in the aggregate and not by series or class, except for matters concerning only a series or class. Certain matters approved by a vote of the shareholders of the Trust may not be binding on a series or class whose shareholders have not approved such matter. This is the case if the matter affects interests of that series or class which are not identical with the interests of all other series and classes, such as a change in investment policy or approval of the Investment Adviser, and failure by the holders of a majority of the outstanding voting securities of the series or class to approve the matter. The holders of each share of each series or class of stock of the Trust shall be entitled to one vote for each full dollar of NAV and a fractional vote for each fractional dollar of NAV attributed to the shareholder.
The Trust is not required to hold annual meetings of shareholders and does not plan to do so. The Board of Trustees may call special meetings of shareholders for action by shareholder vote as may be required by the 1940 Act or the Declaration of Trust. The Board of Trustees has the power to alter the number and the terms of office of the trustees, and may lengthen their own terms or make their terms of unlimited duration and appoint their successors, provided always at least a majority of the Trustees have been elected by the shareholders of the Trust. The Declaration of Trust provides that shareholders may remove a trustee by a vote of two-thirds of the outstanding shares (by NAV) and the Declaration of Trust sets out procedures to be followed.
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Limitation of Shareholder Liability
Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust provides that no shareholder shall be subject to any personal liability in connection with Trust property or the affairs of the Trust. It also requires the Trust to indemnify and hold each shareholder harmless from and against all claims and liabilities to which a shareholder may become subject by reason of being or having been a shareholder, and shall reimburse such shareholder for all legal and other expenses reasonably incurred by her or him in connection with any such claim or liability. Additionally, the Board of Trustees must maintain insurance for the protection of, among other things, the shareholders in such amount as the Board deems adequate to cover all foreseeable tort liability to the extent such insurance is available at reasonable rates. Therefore, the risk of a shareholder’s incurring financial loss on account of shareholder liability is generally limited to circumstances in which the Trust and/or its insurance carrier(s) would be unable to meet these obligations.
Limitation of Trustee and Officer Liability
The Declaration of Trust further provides that the Trust shall indemnify each of its Trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such Trustee or officer, directly or indirectly, by reason of being or having been a trustee or officer of the Trust. The Declaration of Trust does not authorize the Trust to indemnify any Trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.
Limitation of Interseries Liability
All persons dealing with a fund must look solely to the property of that particular fund for the enforcement of any claims against that fund, as neither the Trustees, officers, agents nor shareholders assume any personal liability for obligations entered into on behalf of a fund or the Trust. No fund is liable for the obligations of any other fund. Since the funds use more than one combined statutory prospectus, however, it is possible that one fund might become liable for a misstatement or omission in a prospectus regarding another fund with which its disclosure is combined.
Conflicts of Interest
Because shares of the Trust (other than shares of the Target Date Funds which are only sold to the CMFG Life separate accounts that exclusively support variable annuity contracts that qualify as pension plan contracts under Section 818(a) of the Code) are sold to CMFG Life separate accounts, qualified retirement plans sponsored by affiliates of CMFG Life, unaffiliated insurance company separate accounts and qualified retirement plans, it is possible that material conflicts could arise among and between the interests of: (1) variable annuity contract owners (or participants under group variable annuity contracts) and variable life insurance contract owners, or (2) owners of variable annuity and variable life insurance contracts of affiliated and unaffiliated insurance companies and (3) participants in affiliated and unaffiliated qualified retirement plans. Such material conflicts could include, for example, differences in federal tax treatment of variable annuity contracts versus variable life insurance contracts. The Trust does not currently foresee any disadvantage to one category of investors vis-à-vis another arising from the fact that the Trust’s shares support different types of variable insurance contracts. However, the Board of Trustees will continuously monitor events to identify any potential material conflicts that may arise between the interests of different categories or classes of investors and to determine what action, if any, should be taken to resolve such conflicts. Such action may include redeeming shares of the Trust held by one or more of the separate accounts or qualified retirement plans involved in any material irreconcilable conflict.
NET ASSET VALUE OF SHARES
The NAV per share for all classes of shares is calculated as of the close of regular trading on the New York Stock Exchange (“NYSE”) (usually 4:00 p.m., Eastern Time) on each day on which the New York Stock Exchange is open for trading. 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. Total net assets are determined by adding the total current value of portfolio securities (including shares of other investment companies), cash, receivables, and other assets and subtracting liabilities. Shares will be sold and redeemed at the NAV per share next determined after receipt in good order of the purchase order or request for redemption.
Portfolio Valuation
Equity securities, including closed-end investment companies, ADRs, GDRs, SDRs and 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 (“NOCP”)). If no sale occurs, equities traded on a U.S. exchange, foreign exchange or on NASDAQ are valued at the bid price. Debt securities having maturities of 60 days or less are valued on an amortized cost basis, which approximates fair value. Debt securities 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 measurements based on valuation technology commonly employed in the market for such investments.
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Municipal debt securities are traded via a network among dealers and brokers that connect buyers and sellers. They are valued on the basis of last available bid prices or current market quotations by dealers or pricing services approved by the Trust. There may be little trading in the secondary market for particular bonds and other debt securities, making them more difficult to value or sell. Asset-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 NAV which is calculated as of the close of regular trading on the NYSE (usually 4:00 p.m. Eastern Time) on each day on which the NYSE 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 the Allocation Funds and Target Date Funds consist primarily of shares of underlying open-end mutual funds, the NAV of each of these funds is determined based on the NAVs of the underlying funds.
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. Over-the-counter options are valued based upon prices provided by the market makers in such securities or dealers in such currencies. Financial futures contracts generally are valued at the settlement price established by the exchange(s) on which the contracts are primarily traded. Madison’s Pricing Committee (the “Committee”) will 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 are valued at the average of the closing bids obtained daily from at least one dealer.
The value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values using the then-current exchange rate at the close of regular trading on the NYSE.
All other securities for which either quotations are not readily available, no other sales have occurred, or in the opinion of the Investment Adviser, do not reflect the current market value, are appraised at their fair values using procedures adopted by the Board of Trustees pursuant to Rule 2a-5 under the 1940 Act. These procedures designate Madison as the “valuation designee” for the funds, and Madison, in turn, has delegated valuation decisions to the Committee. Securities valued at their fair value entail significantly greater valuation risk than do securities valued at an established market value.
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 NOCP. Because the Allocation Funds and Target Date Funds primarily invest in underlying open-end mutual 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 open-end mutual fund may need to “fair value” one or more of its investments, which may, in turn, require one or more of the Allocation Funds or Target Date Funds 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 most often in situations in which, 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 NYSE. 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. Fixed income securities either newly issued or not being priced for various reasons by one of our approved pricing sources may also be fair valued. In responding to a significant 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. The Committee may rely on an independent fair valuation service to adjust the valuations of foreign equity securities based on specific market-movement parameters established by the Committee and approved by the Trust.
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The Committee consists of representatives from various functional areas of Madison and includes representatives from Madison’s senior management, portfolio management, operations and compliance teams.
DISTRIBUTIONS AND TAXES
Distributions
It is the intention of the Trust to distribute substantially all of the investment company taxable income and net capital gains if any, of each fund, thereby avoiding the imposition of any fund-level income or excise tax, as described below. Distributions shall be made in the following manner:
| (i) | Distributions of investment company taxable income, if any, with respect to the Core Bond, Diversified Income, Large Cap Value, Large Cap Growth, Mid Cap, Allocation and Target Date Funds will be declared and reinvested annually in additional full and fractional shares of the respective fund, unless otherwise directed; and |
| (ii) | All net realized short-term and long-term capital gains of each fund, if any, will be declared and distributed at least annually, but in any event, no more frequently than allowed under SEC rules, to the shareholders of each fund to which such gains are attributable. |
Federal Tax Status of the Funds
Qualification as Regulated Investment Company. Each fund will be treated as a separate entity for federal income tax purposes so that income earned and capital gains and losses realized by the Trust’s other portfolios will be separate from those realized by each fund.
Each fund intends to meet the requirements of Subchapter M of the Code applicable to regulated investment companies. In the event a fund fails to qualify as a “regulated investment company” under Subchapter M (and is ineligible for, or chooses not to take advantage of, available remediation provisions), it will be treated as a regular corporation for federal income tax purposes. Accordingly, such fund would be subject to federal income taxes on the full amount of its taxable income and gains, and any distributions that such fund makes would not qualify for the dividends paid deduction. This could increase the cost of investing in such fund for shareholders and would make it more economical for shareholders to invest directly in securities held by such fund instead of investing indirectly in securities through such fund. Given these risks, compliance with the above requirements is carefully monitored by Madison and each fund intends to comply with these requirements as they exist or as they may be modified from time to time.
A fund must meet several requirements to maintain its status as a regulated investment company. These requirements include the following: (1) at least 90% of its gross income for each taxable year must be derived from (a) dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), and other income (including gains from options or forward contracts) derived with respect to its business of investing in such securities or currencies, and (b) net income derived from an interest in a “qualified publicly traded partnership;” and (2) at the close of each quarter of the fund’s taxable year, (a) at least 50% of the value of the fund’s total assets must consist of cash, cash items, securities of other regulated investment companies, U.S. Government securities and other securities (provided that no more than 5% of the value of the fund may consist of such other securities of any one issuer, and the fund may not hold more than 10% of the outstanding voting securities of any issuer), and (b) the fund must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers that are controlled by the fund and that are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more “qualified publicly traded partnerships.”
A regulated investment company generally must distribute in each calendar year an amount equal to at least the sum of: (1) 98% of its ordinary taxable income for the year, (2) 98.2% of its capital gain net income for the 12-month period ended on October 31 of that calendar year and (3) any ordinary income or net capital gain income not distributed in prior years. To the extent that a regulated investment company fails to do this, it is subject to a 4% nondeductible federal excise tax on undistributed earnings. However, the excise tax does not apply to a regulated investment company, such as the funds, whose only shareholders during the year are segregated asset accounts of life insurance companies supporting variable life insurance contracts or variable annuity contracts, or parties that contributed in aggregate $250,000 or less in seed money to the fund. The funds therefore, should not be subject to the excise tax.
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Each fund generally will endeavor to distribute (or be deemed to distribute) to its respective shareholders all of such fund’s investment company taxable income and net capital gain, if any, for each taxable year so that such fund will not incur federal income or excise taxes on its earnings. However, no assurances can be given that these anticipated distributions will be sufficient to eliminate all taxes.
Section 817(h) Diversification Requirements. Each fund, except the Target Date Funds, also intends to comply with Section 817(h) of the Code and the regulations issued thereunder, which impose certain investment diversification requirements on life insurance companies’ separate accounts that are used to support variable life insurance contracts and variable annuity contracts. A separate account may meet these requirements by investing solely in the shares of a regulated investment company registered under the 1940 Act as an open-end management investment company (such as the funds) provided that such regulated investment company satisfies the diversification requirements (as well as certain other requirements) of Section 817(h) of the Code and the regulations issued there under. These requirements are in addition to the diversification requirements of Subchapter M and of the 1940 Act, and may affect the securities in which a fund may invest. In order to comply with future requirements of Section 817(h) (or related provisions of the Code), a fund may be required, for example, to alter its investment objectives.
The Section 817(h) requirements place certain limitations on the assets of each separate account (or underlying regulated investment company) that may be invested in securities of a single issuer. Specifically, the regulations provide that, except as permitted by a “safe harbor” described below, as of the end of each calendar quarter, or within 30 days thereafter:
| • | no more than 55% of a fund’s total assets may be represented by any one investment |
| • | no more than 70% by any two investments |
| • | no more than 80% by any three investments |
| • | no more than 90% by any four investments |
Section 817(h) also provides, as a safe harbor, that a separate account (or underlying regulated investment company) will be treated as being adequately diversified if the diversification requirements under Subchapter M are satisfied and no more than 55% of the value of the account’s total assets are cash and cash items, government securities, and securities of other regulated investment companies. For purposes of Section 817(h), all securities of the same issuer, all interests in the same real property project, and all interests in the same commodity are treated as a single investment. In addition, each U.S. Government agency or instrumentality is treated as a separate issuer, while the securities of a particular foreign government and its agencies, instrumentalities, and political subdivisions are considered securities issued by the same issuer.
The Target Dates Funds do not intend to satisfy the diversification requirements of Section 817(h). Therefore, shares in the Target Dates Funds should only be purchased by separate accounts of insurance companies that support variable life insurance and annuity contracts that qualify as pension plan contracts under Section 818(a) as such contracts are not subject to the diversification requirements of Section 817(h).
Compliance with Applicable Requirements. If, for any taxable year, a fund fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, then all of its taxable income becomes subject to federal, and possibly state, income tax at regular corporate rates (without any deduction for distributions to its shareholders). In addition, if, for any taxable year, a fund fails to qualify as a regulated investment company, or if a fund, other than the Target Dates Funds, otherwise fails to comply with the diversification (or other) requirements of Section 817(h) of the Code and the regulations thereunder (a “Failed Fund”), owners of variable life insurance contracts and variable annuity contracts supported by the fund would generally be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. However, to the extent that shares in a Failed Fund support a life insurance or annuity contract that qualifies as a pension plan contract under Section 818(a) of the Code, the investment earnings should nonetheless still qualify for tax deferral as a result of the special tax treatment afforded the owners of pension plan contracts. Accordingly, compliance with the above requirements is carefully monitored by the Investment Adviser and each fund intends to comply with these requirements as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in lower total return for a fund than would otherwise be the case, since, to comply with the above requirements, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the Investment Adviser might otherwise select.
49
Capital Loss Carryforward. As of December 31, 2025, the following funds had capital loss “carryforwards” as indicated below. To the extent provided in the Code and regulations thereunder, a fund may carry forward such capital losses to offset realized capital gains in future years. To the extent that these losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders.
| No Expiration Date | ||
| Fund | Short-Term | Long-Term |
| Conservation Allocation | $4,047,093 | $1,275,071 |
| Diversified Income | − | 409,983 |
| Core Bond | 385,753 | 6,284,439 |
| Madison Target Retirement 2020 | 2,158,794 | 698,371 |
| Madison Target Retirement 2030 | 2,458,213 | − |
| Madison Target Retirement 2040 | 311,625 | − |
Certain losses incurred after October 31 and within the taxable year are deemed to arise on the first day of the funds’ next taxable year, if the funds so elect. For the year ended December 31, 2025, none of the funds elected to defer post-October specified losses.
Investments in Foreign Securities. If a fund purchases foreign securities, interest and dividends received by the fund may be subject to income withholding or other taxes imposed by foreign countries and U.S. possessions that could reduce the return on these securities. Tax treaties and conventions between the United States and certain foreign countries, however, may reduce or eliminate the amount of foreign taxes to which a fund would be subject. Also, many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors. The effective rate of foreign tax cannot be predicted since the amount of fund assets to be invested within various countries is uncertain. However, the Trust intends to operate so as to qualify for treaty-reduced tax rates when applicable.
If more than 50% of the value of a fund’s total assets at the close of its taxable year consists of securities of foreign corporations, it will be eligible to, and may, file an election with the IRS that would enable its shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and U.S. possessions income taxes paid by it. Pursuant to the election, a fund would treat those taxes as dividends paid to its shareholders and each shareholder would be required to (1) include in gross income, and treat as paid by it, its proportionate share of those taxes, (2) treat its share of those taxes and of any dividend paid by the fund that represents income from foreign or U.S. possessions sources as its own income from those sources, and (3) either deduct the taxes deemed paid by it in computing its taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit against its federal income tax. Each fund will report to its shareholders shortly after each taxable year their respective share of its income from sources within, and taxes paid to, foreign countries and U.S. possessions if it makes this election. The Code may limit a shareholder’s ability to claim a foreign tax credit. Shareholders who elect to deduct their portion of the fund’s foreign taxes rather than take the foreign tax credit must itemize deductions on their income tax returns.
Investments with Original Issue Discount. Each fund that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each fund must meet the 90% distribution requirement to qualify as a regulated investment company, a fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.
Federal Tax Treatment of Options and Foreign Currency Transactions. Certain option transactions have special tax results for the funds. Expiration of a call option written by a fund will result in short-term capital gain. If the call option is exercised, the fund will realize a gain or loss from the sale of the security covering the call option and, in determining such gain or loss, the option premium will be included in the proceeds of the sale.
If a fund writes options other than “qualified covered call options,” as defined in Section 1092 of the Code, or purchases puts, any losses on such options transactions, to the extent they do not exceed the unrealized gains on the securities covering the options, may be subject to deferral until the securities covering the options have been sold.
50
A fund’s investment in Section 1256 contracts, such as most foreign currency forward contracts traded in the interbank market and options on most stock indices, are subject to special tax rules. All Section 1256 contracts held by a fund at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the fund’s income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by a fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by a fund.
The preceding rules regarding options and foreign currency transactions may cause a fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement described above. To mitigate the effect of these rules and prevent disqualification of a fund as a regulated investment company, the Trust seeks to monitor transactions of each fund, seeks to make the appropriate tax elections on behalf of each fund and seeks to make the appropriate entries in each fund’s books and records when the fund acquires any option, futures contract or hedged investment.
The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a fund may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions.
Contract Owner Taxation
For information concerning the federal income tax consequences to the owners of variable life insurance contracts and variable annuity contracts, see the prospectuses or disclosure statements for such contracts.
This section is not intended to be a full discussion of tax laws and the effect of such laws on a fund or an investor. There may be other federal, state, local or foreign tax considerations applicable to a particular fund or investor. Investors are urged to consult their own tax advisors.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees has appointed Deloitte & Touche LLP, independent registered public accounting firm, located at 111 South Wacker Drive, Chicago, Illinois 60606, to perform the annual audits of the funds.
FINANCIAL STATEMENTS
The funds’ audited financial statements, including the schedules of investments, statements of assets and liabilities, statements of operations, statements of changes in net assets, and financial highlights included in the funds’ Form N-CSR for the fiscal year ended December 31, 2025 are incorporated herein by reference. Copies of the funds’ audited financial statements for the most recent fiscal year may be obtained free of charge by writing to CMFG Life Insurance Company, 2000 Heritage Way, Waverly, Iowa 50677; visiting the website at www.ultraseriesfund.com; or by calling 1-800-798-5500.
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APPENDIX A - SUMMARY OF PROXY VOTING POLICIES AND PROCEDURES
Each of the funds has adopted the proxy voting policies and procedures of its investment adviser, Madison Asset Management, LLC (“Madison”). A summary of the proxy voting policies and procedures or the proxy voting policies and procedures for Madison are found below, and constitute the proxy voting policies and procedures of Ultra Series Fund (the “Trust”).
MADISON ASSET MANAGEMENT, LLC
PROXY VOTING POLICIES AND PROCEDURES
I. INTRODUCTION
In accordance with Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended, Madison Investment Holdings, Inc. and affiliates (“Madison” or the “Firm”) has adopted the following proxy voting policies and procedures (the “Policy”). This Policy applies to Madison and anyone acting on its behalf and at its designation, in connection with the voting of proxies. This Policy consists of the policies, procedures and requirements set forth below and will be periodically reviewed and amended as needed. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Madison’s Compliance Manual.
II. DEFINITIONS
Proxy or Proxies as used in this Policy includes the submission of a security holder vote by Proxy instrument, in person at a meeting of security holders or by written consent.
III. POLICY
This Policy applies to Madison and each of its officers and anyone acting on its behalf and at its designation, in connection with the voting of proxies. This Policy consists of the policies, procedures and requirements set forth below and will be periodically reviewed and amended as needed. It is Madison’s general policy to vote Proxies in the best interest of its clients. Accordingly, Madison will vote all Proxies in a manner intended to promote the client’s investment objectives and to maximize investment returns, while following the investment restrictions and policies of each client, generally, as set forth in the governing documents of the relevant client. Madison will typically vote a security’s proxy in accordance with the recommendations of that security’s Board of Directors’ recommendations, including, but not limited to:
• Changes in corporate governance;
• Changes in corporate structure;
• Appointment of auditors;
• Social responsibility programs;
• Compensation plans for executives; and
• Mergers and acquisitions, as applicable.
Madison will typically vote against shareholder proposals, however, Madison seeks the best of interests of its clients, and is not bound by the recommendations of a security’s Board of Directors or the recommendations of any third-party proxy research and voting service.
Madison will use the services of an independent third party (e.g. Glass Lewis or Broadridge) for research, recommendations, and voting services. In the use of such services, Madison will typically vote the actual proxies on behalf of its clients. As discussed herein, where there is a material conflict of interest with a client or material conflict of interest with a client’s portfolio holdings, Madison will typically defer to the voting recommendations of the third party proxy research provider, and vote that proxy in accordance with the instructions of the third party proxy voting service provider.
In the event Madison has proxies to vote, there may be instances when the Firm refrains from voting a Proxy, such as when Madison determines that the cost of voting the Proxy exceeds the expected benefit to the client and would not be in the client’s best interest. For example, the cost of voting certain foreign proxies may exceed the benefit to clients. Madison cannot anticipate every situation, and certain issues are better handled on a case-by-case basis. Proxy voting decisions are generally made by the relevant Madison Portfolio Management teams with knowledge of the security and coordinated by Madison operations personnel.
In cases where a proxy will not be voted or, as described below, voted against the Board of Directors’ recommendation, Madison’s policy is to make a notation to the file containing the records for such security explaining the Firm’s action or inaction, as the case may be. The majority of clients have elected that Madison vote the proxies on their behalf. The Firm votes client proxies in one of two ways. Proxy votes are either cast through Proxy Edge, a service which provides notification of proxy meetings and establishes voting through their electronic platform, or votes are made through proxyvote.com for those accounts which have not yet been set up on Proxy Edge.
A-1
IV. ADMINISTRATION
The CCO will be responsible for the following:
1. Overall compliance with this Policy; and
2. Reviewing and updating the Policy, as appropriate.
V. MATERIAL CONFLICTS OF INTEREST
In the event Madison determines there is or may be a material conflict of interest between Madison and a client or client’s portfolio holdings when voting Proxies, Madison will seek to resolve the issue in the best interest of its client. Madison will address such actual or potential material conflicts of interest using one of the following procedures:
1. Madison may vote the Proxy using the established objective policies described herein;
2. Madison may engage a third party to recommend a vote with respect to the Proxy based on application of the policies set forth herein or Madison may bring the Proxy to senior management of the Firm to make a determination; or
3. Madison may employ such other method as is deemed appropriate under the circumstances, given the nature of the conflict.
Although it is not likely, in the event there is a conflict of interest between Madison and a client in connection with a material proxy vote, Madison will typically employ the services of an independent third party proxy services firm to make the proxy voting decision in accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended.
In the absence of any conflict, if any member of the relevant Portfolio Management team determines that it would be in the clients’ best interests to vote against management recommendations (or, for Madison Scottsdale, any particular portfolio manager makes such determination), then the decision should be brought to the attention of the management team, or any subcommittee appointed by the management team from among its members, to ratify the decision to stray from the general policy of voting with management. Such ratification need not be in writing.
VI. DISCLOSURES
Madison will make the following disclosures to clients:
| 1. | Upon request by a client, a copy of the Policy; |
| 2. | On the Trust’s website (the Proxy voting record for Proxies voted on behalf of the client); and |
| 3. | Upon request by a client, the Proxy voting record for Proxies voted on behalf of the client. |
VII. RECORDKEEPING
Madison will keep the following records, if applicable:
1. A copy of the Policy;
2. A copy of each Proxy statement received with respect to client portfolio securities, except when a Proxy statement is available on the SEC’s EDGAR public filing system, Madison may rely on that filing in lieu of keeping its own copy;
3. A record of each Proxy vote cast by Madison on behalf of a client;
4. A record of each Proxy vote Madison refrained from voting on behalf of a client;
5. A copy of any document prepared by Madison that was material to a Proxy voting decision; and
6. A copy of each written client request for information regarding how Madison voted Proxies on behalf of clients and any written response by Madison to any client requests shall be maintained in such client’s file.
Madison has retained the services of Proxy Edge to maintain the records of the proxy votes cast on behalf of clients. To the extent the Firm votes any proxies outside of this service, then copies of the voted proxy must be maintained in the applicable client or research file, as the case may be.
VIII. AMENDMENTS
This Policy may be amended from time to time by the CCO.
July 1, 2024
A-2
PART C
OTHER INFORMATION
Ultra Series Fund
Item 28. Exhibits
See “Exhibit Index.”
Item 29. Persons Controlled by or Under Common Control with the Fund
Class I and II shares of the Ultra Series Fund (the “Registrant”) are currently sold to CMFG Life Insurance Company (“CMFG Life”) and its affiliates, separate accounts and qualified retirement plans. CMFG Life Insurance Company is a mutual life insurance company and therefore is controlled by its contract owners.
Item 30. Indemnification
Article 5.3 of Registrant’s Declaration of Trust provides as follows: Each officer, Trustee or agent of the Ultra Series Fund shall be indemnified by the Ultra Series Fund to the full extent permitted under the General Laws of the State of Massachusetts and the Investment Company Act of 1940, as amended, except that such indemnity shall not protect any such person against any liability to the Ultra Series Fund or any shareholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (“disabling conduct”). Indemnification shall be made when (1) a final decision on the merits is made by a court or other body before whom the proceeding was brought, that the person to be indemnified was not liable by reason of disabling conduct or, (2) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (a) the vote of a majority of the quorum of Trustees who are not “interested persons” of the Ultra Series Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, or (b) an independent legal counsel in a written opinion. The Ultra Series Fund may, by vote of a majority of a quorum of Trustees who are not interested persons, advance attorneys’ fees or other expenses incurred by officers, Trustees, investment advisers or principal underwriters, in defending a proceeding upon the undertaking by or on behalf of the person to be indemnified to repay the advance unless it is ultimately determined that he is entitled to indemnification. Such advance shall be subject to at least one of the following: (1) the person to be indemnified shall provide a security for his undertaking, (2) the Ultra Series Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested non-party Trustees of the Ultra Series Fund, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the person to be indemnified ultimately will be found entitled to indemnification.
Registrant also maintains directors’ and officers’ liability insurance for the benefit of Registrant’s trustees and as well as the officers and directors of the Registrant’s investment adviser and its affiliates (referred to as an “Insured” or the “Insureds”). The policy does not protect against any liability resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of an Insured’s office.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to any provision of the Registrant’s Declaration of Trust, the Registrant and its officers and Trustees have been advised that in the opinion of the Securities and Exchange Commission (the “SEC”), such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by an Insured in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, subject to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
The investment adviser for Registrant is Madison Asset Management, LLC (“MAM”). See the section in Part A entitled “Investment Adviser” for a more complete description.
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To the best of Registrant’s knowledge, none of the officers and directors of MAM is or has been engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years (other than their association with MAM and its affiliates, including Madison Investment Holdings, Inc. (“MIH”)). See the section in Part B entitled “Management of the Trust - Trustees and Officers” for more information regarding the officers and directors of MAM. Also refer to Part IA of MAM’s Uniform Application for Investment Advisor Registration on Form ADV, as filed with the SEC.
Item 32. Principal Underwriter
a. MFD Distributor, LLC (“MFD”), a registered broker-dealer, is the principal distributor of Registrant’s shares. MFD does not act as principal underwriter, distributor, depositor or investment adviser for any investment company other than Registrant and Madison Funds. The principal business address for MFD is 550 Science Drive, Madison, WI 53711. MFD is a wholly owned subsidiary of MIH.
| b. | The officers and directors of MFD are as follows: |
| Name
and Principal Business Address |
Positions
and Offices with the Underwriter |
Positions
and Offices with Registrant |
Steven A. Carl 550 Science Drive, Madison WI 53711 |
Chief Executive Officer & Chief Business Development Officer | None |
Timothy S. McDowell 550 Science Drive, Madison WI 53711 |
Chief Compliance Officer, Principal Operations Officer, Principal Financial Officer/ General Securities Principal | None |
| c. | There have been no commissions or other compensation paid by Registrant to unaffiliated principal underwriters. |
Item 33. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained by:
| a. | Madison Asset Management, LLC |
550 Science Drive
Madison, WI 53711
| b. | MFD Distributor, LLC |
550 Science Drive
Madison, WI 53711
| c. | CMFG Life Insurance Company |
2000 Heritage Way
Waverly, Iowa 50677
| d. | State Street Bank & Trust Company |
801 Pennsylvania
Kansas City, MO 64105
| e. | SS&C Global Investor & Distribution Solutions, Inc. (“SS&C GIDS”) |
One Congress Street, Suite 1
Boston, MA 02114-2016
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
C-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Madison, and State of Wisconsin, on this 29th day of April, 2026.
| Ultra Series Fund | ||
| By: | /s/ Patrick F. Ryan | |
| Patrick F. Ryan | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the date(s) indicated.
| ||
| Name | Title | Date |
| /s/Patrick F. Ryan | President (Principal Executive Officer) | April 29, 2026 |
| Patrick F. Ryan | ||
| /s/Greg D. Hoppe | Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) | April 29, 2026 |
| Greg D. Hoppe | ||
| * | Interested Trustee | April 29, 2026 |
| Jill Friedow | ||
| * | Trustee | April 29, 2026 |
| Steven P. Riege | ||
| * | Trustee | April 29, 2026 |
| Richard E. Struthers | ||
| * | Trustee | |
| Anita M. Zagrodnik | April 29, 2026 | |
| *By: /s/Steven J. Fredricks | April 29, 2026 | |
| Steven J. Fredricks | ||
| *Pursuant to Power of Attorney (see Exhibit (q) to this Registration Statement) | ||
C-3
Exhibit Index
C-4
C-5
X Filed herewith.
C-6
ATTACHMENTS / EXHIBITS
AMENDED AND RESTATED SERVICES AGREEMENT
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