MEMBERS Mutual Funds
Supplement Dated June 1, 1998 to
MEMBERS Mutual Funds Prospectus Dated November 19, 1997
Bond Fund Management Fee Waiver. Effective June 1, 1998, and until October 31,
1998, the Funds' Investment Adviser, CIMCO Inc. has agreed to waive the .50%
management fee applicable to the MEMBERS Bond Fund.
Portfolio Management. The Investment Adviser employs a team approach to
investment management which provides a continuity of management philosophies and
strategies in case of staff turnover. Effective March 23, 1998, Jeffrey B.
Pantages, CFA, joined the CIMCO Inc. portfolio management team. Joseph L. Gogola
resigned his position as co-manager of the Cash Reserves, Bond and Balanced
Funds effective April 8, 1998. The first seven paragraphs of the section
"Portfolio Management" on page 38 of the MEMBERS Mutual Funds Prospectus are
hereby replaced by the following:
CIMCO was established on July 6, 1982. It provides investment advice to
the investment portfolios of the CUNA Mutual Group (CUNA Mutual Insurance
Society, its "permanent affiliate" CUNA Mutual Life Insurance Company and
their subsidiaries and affiliates). The majority of CIMCO's board of
directors are independent of the MEMBERS Mutual Funds and the CUNA Mutual
Group. CIMCO's principal place of business is 5910 Mineral Point Road,
Madison, WI 53705.
CIMCO employs a team approach in the management of all the funds. The
Cash Reserves, Bond, Balanced, Growth and Income, and Capital
Appreciation funds are managed by portfolio managers employed by CIMCO.
In addition to work on behalf of the MEMBERS Mutual Funds, each manager
performs advisory services for CIMCO's other clients. CIMCO may add or
remove members of their portfolio management team without gaining your
approval.
Investment Adviser Performance Record - Revised Format. The performance data
illustrating the past performance of CIMCO's investment team in managing
substantially similar investment portfolios for the Ultra Series Funds and the
past performance of Massachusetts Financial Services Company in managing MFS(R)
High Income Fund A is hereby amended to provide updated annual performance
information. The Bond Fund at page 7, the Balanced Fund at page 9, the High
Income Fund at page 11, the Growth and Income Fund at page 13, and the Capital
Appreciation Fund at page 15 of the MEMBERS Mutual Funds Prospectus have been
updated as follows: (See reverse and attached page).
<PAGE>
<TABLE>
<CAPTION>
PERFORMANCE OF THE ULTRA SERIES FUND'S BOND FUND
Average Annual Total Returns (as of December 31, 1997)
One Year Three Year Five Year Ten Year
<S> <C> <C> <C> <C>
USF Bond Fund 7.47% 8.75% 6.30% 7.96%
Lehman Bros. Int. Gov./Corp. Bond 7.87% 8.98% 6.60% 8.34%
Index
Annual Returns
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USF Bond Fund 7.47% 2.85% 16.38% -3.08% 8.88% 6.48% 14.72% 7.39% 11.75% 8.06% 3.06%
Lehman Bros. Int. Gov./Corp. Bond 7.87% 4.06% 15.31% -1.93% 8.78% 7.17% 14.63% 9.17% 12.74% 6.68% 3.66%
Index
</TABLE>
[GRAPHIC: bar chart showing average annual total returns from 1987 through 1997
for the Ultra Series Fund's Bond Fund and the Lehman Brothers Intermediate
Corporate and Government Bond Index]
[GRAPHIC: line chart showing the ten year cumulative total return of a
hypothetical $10,000 investment made on January 1, 1987 for the Ultra Series
Fund's Bond Fund and the Lehman Brothers Intermediate Corporate and Government
Bond Index]
<TABLE>
<CAPTION>
PERFORMANCE OF THE ULTRA SERIES FUND'S BALANCED FUND
Average Annual Total Returns (as of December 31, 1997)
One Year Three Year Five Year Ten Year
<S> <C> <C> <C> <C>
USF Balanced Fund 16.88% 16.53% 11.71% 11.58%
Blended Index* 18.58% 18.05% 12.40% 12.35%
Annual Returns
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USF Balanced Fund 16.88% 10.80% 22.19% -0.47% 10.46% 6.85% 18.54% 3.75% 18.03% 10.89% 5.57%
Blended Index* 18.58% 12.52% 23.31% 0.52% 8.49% 6.92% 20.41% 3.60% 20.38% 11.24% 6.04%
[GRAPHIC: bar chart showing average annual total returns from 1987 through 1997
for the Ultra Series Fund's Balanced Fund and a blended comparative index]
[GRAPHIC: line chart showing the ten year cumulative total return of a
hypothetical $10,000 investment made on January 1, 1987 for the Ultra Series
Fund's Balanced Fund and a blended comparative index]
<FN>
* The comparative index is a blend of the S&P 500 (45%), the Lehman Brothers
Intermediate Government and Corporate Bond Index (40%), and 90-Day U.S. Treasury
Bills (15%).
</FN>
</TABLE>
<TABLE>
<CAPTION>
PERFORMANCE OF THE MFS(R) HIGH INCOME FUND
Average Annual Total Returns (as of December 31, 1997)
One Year Three Year Five Year Ten Year
<S> <C> <C> <C> <C>
MFS(R)High Income Fund Class A 12.86% 14.17% 11.59% 10.71%
Lehman Brothers High Yield Index 12.77% 14.38% 11.65% 11.65%
Annual Returns
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MFS(R)High Income Fund Class A 12.86% 12.56% 17.15% -2.63% 19.49% 17.05% 48.90% -16.73% -1.98% 12.35% 0.28%
Lehman Brothers High Yield Index 12.77% 11.35% 19.17% -1.01% 17.11% 15.75% 46.19% -9.59% 0.83% 12.53% 4.99%
</TABLE>
[GRAPHIC: bar chart showing average annual total returns from 1987 through 1997
for the MFS [registered trademark] High Income Fund and the Lehman Brothers High
Yield Index]
[GRAPHIC: line chart showing the ten year cumulative total return of a
hypothetical $10,000 investment made on January 1, 1987 for the MFS [registered
trademark] High Income Fund and the Lehman Brothers High Yield Index]
<TABLE>
<CAPTION>
PERFORMANCE OF THE ULTRA SERIES FUND'S GROWTH AND INCOME STOCK FUND
Average Annual Total Returns (as of December 31, 1997)
One Year Three Year Five Year Ten Year
<S> <C> <C> <C> <C>
USF Growth and Income Stock Fund 31.43% 28.31% 19.50% 16.71%
S&P 500 33.35% 31.13% 20.23% 18.04%
Annual Returns
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USF Growth and Income Stock Fund 31.43% 22.01% 31.73% 1.42% 13.76% 7.66% 25.67% -1.98% 24.36% 16.63% 1.34%
S&P 500 33.35% 22.94% 37.54% 1.31% 9.99% 7.67% 30.55% -3.17% 31.49% 16.81% 5.23%
</TABLE>
[GRAPHIC: bar chart showing average annual total returns from 1987 through 1997
for the Ultra Series Fund's Growth and Income Stock Fund and the S&P 500]
[GRAPHIC: line chart showing the ten year cumulative total return of a
hypothetical $10,000 investment made on January 1, 1987 for the Ultra Series
Fund's Growth and Income Stock Fund and the S&P 500]
<TABLE>
<CAPTION>
PERFORMANCE OF THE ULTRA SERIES FUND'S CAPITAL APPRECIATION STOCK FUND
Average Annual Total Returns (as of December 31, 1997)
One Year Three Year Five Year Ten Year
<S> <C> <C> <C> <C>
USF Capital Appreciation Stock Fund 31.59% 27.84% n/a n/a
S&P 400 32.22% 27.32% 17.79% 19.44%
Annual Returns
1997 1996 1995 1994* 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USF Capital Appreciation Stock Fund 31.59% 21.44% 30.74% 5.45% n/a n/a n/a n/a n/a n/a n/a
S&P 400 32.22% 19.25% 30.90% -3.58% 13.94% 11.98% 49.83% -5.13% 35.51% 20.89% -1.13%
[GRAPHIC: bar chart showing average annual total returns from 1987 through 1997
for the Ultra Series Fund's Capital Appreciation Stock Fund and the S&P 400]
[GRAPHIC: line chart showing the ten year cumulative total return of a
hypothetical $10,000 investment made on January 1, 1987 for the Ultra Series
Fund's Capital Appreciation Stock Fund and the S&P 400]
<FN>
* The Fund began operations on January 3, 1994. 1994 data is for the period from
January 3 through December 31, 1994.
</FN>
</TABLE>
